Board Meeting Outcomes

Buyback Approval Details:

  • Approved buyback of up to 64,00,000 fully paid-up equity shares of face value ₹5 each
  • Buyback price: ₹1,125 per equity share
  • Aggregate amount not exceeding ₹720,00,00,000 (₹720 crore)
  • Represents 20.31% and 14.09% of aggregate total paid-up share capital and free reserves based on latest audited standalone and consolidated financial statements as at 31 March 2026
  • Represents 5.76% of existing fully paid-up equity share capital

Funding Sources:

  • To be met out of Company's current surplus and/or cash balances and/or cash available from internal accruals
  • Not from borrowed funds whether secured or unsecured
  • Borrowed funds from banks and financial institutions will not be used for buyback

Methodology:

  • Tender offer route through Indian stock exchanges
  • 15% reservation for small shareholders (market value not more than ₹2,00,000 as on record date)
  • BSE to act as designated stock exchange

KMP / Board Changes

Buyback Committee-2026 Formation:

Comprising:

  • Mr. Sunil Bhumralkar, Independent Director
  • Mr. P R Ramesh, Independent Director
  • Prof. Madan Pillutla, Independent Director
  • Mr. Shrinivas Kulkarni, Chief Financial Officer
  • Mr. Sudheendhra Putty, Company Secretary and Compliance Officer

Authorized Persons for Implementation:

  • Mr. Shrinivas Kulkarni, Chief Financial Officer
  • Mr. PNSV Narasimhan, President - Corporate Affairs
  • Mr. Sudheendhra Putty, Company Secretary and Compliance Officer
  • Mr. Ravikumar Nukala, Dy. Company Secretary

Shareholder Approval

Postal Ballot Results:

  • Special resolution passed by shareholders on 10 June 2026
  • Approval for buyback of up to 64,00,000 equity shares at ₹1,125 per share
  • Aggregate amount of ₹720 crore

Financial Capacity

Permissible Capital Payment (as per Auditor's Report):

  • Standalone paid-up equity capital and free reserves: ₹35,446 million
  • Consolidated paid-up equity capital and free reserves: ₹51,117 million
  • Maximum permissible buyback amount (25% of lower amount): ₹8,862 million
  • Actual buyback amount: ₹7,200 million (within permissible limits)

Free Reserves Composition (Standalone):

  • Security Premium: ₹2,837 million
  • Treasury Shares: (₹575) million
  • General Reserve: ₹5,338 million
  • Retained Earnings: ₹27,290 million
  • Other reserves: ₹0

Key Appointments

Manager to Buyback: Axis Capital Limited

Registrar to Buyback: KFin Technologies Limited

Legal Counsel: Trilegal (India matters), Hogan Lovells US LLP (US law matters)

Escrow Agent: Axis Bank Limited

Scrutinizer: Mr. Manish Kumar Singhania, Practicing Company Secretary

Promoter Participation

Current Promoter Holding: 23.28% (2,58,70,288 shares)

Promoter Intention: Expressed intention not to participate in buyback

Post-Buyback Promoter Holding: Estimated 24.70% (assuming full buyback completion)

Taxation Aspects

New Tax Regime (Effective 1 April 2026):

  • Buyback consideration taxable as capital gains instead of dividend income
  • Promoters subject to additional income tax (30% for non-company promoters, 22% for promoter companies)
  • Company required to deduct TDS/WHT for non-resident shareholders

Timeline

Buyback Period: To commence from date of declaration of postal ballot results and continue until last date of payment consideration

Completion Deadline: Within one year from date of passing special resolution

Additional Provisions

  • Equity shares bought back will be extinguished and physically destroyed
  • Amount equal to nominal value of shares bought back will be transferred to capital redemption reserve account
  • Company shall not issue new shares during buyback period except for stock option obligations
  • Company shall not raise further capital for one year from expiry of buyback period