Key Quantitative Figures
- Maximum Buyback Size: ₹900,00,00,000 (Nine Hundred Crores)
- Maximum Buyback Price: ₹1,530 per equity share
- Maximum Number of Shares: 58,82,352 equity shares (4.12% of paid-up capital)
- Minimum Buyback Size: ₹675,00,00,000 (75% of maximum size)
- Minimum Shares: 44,11,764 equity shares
- Escrow Amount: ₹225,00,00,000 (25% of maximum size)
- Face Value: ₹10 per share
- Current Paid-up Capital: 14,27,67,161 equity shares (₹142.77 crore)
- Transaction Costs: Not included in buyback size
Dates of Action
- Board Meeting Date: August 27, 2026
- Intimation Date to Stock Exchanges: August 24, 2026
- Public Announcement Date: August 31, 2026
- Publication Date: August 31, 2026 in Business Standard (English & Hindi) and Navshakti (Marathi)
- Buyback Opening: On or before September 4, 2026
- Maximum Buyback Period: 66 working days from opening
- Last Completion Date: December 11, 2026
- Extinguishment of Shares: Within 7 working days of closure
Parties Involved
- Merchant Banker: Kotak Mahindra Capital Company Limited
- Broker: Kotak Securities Limited
- Escrow Bank: Kotak Mahindra Bank Limited
- Registrar: KFin Technologies Limited
- Statutory Auditor: Deloitte Haskins & Sells LLP
- Legal Counsel: Cyril Amarchand Mangaldas
- Depository: Ventura Securities Limited (for buyback demat account)
Financial Impact & Capacity
- Represents 7.19% of standalone paid-up capital and free reserves (₹12,508.85 crore as of March 31, 2026)
- Represents 6.34% of consolidated paid-up capital and free reserves (₹14,189.51 crore as of March 31, 2026)
- Below 10% threshold requiring shareholder approval
- Funding source: Internal accruals including free reserves and securities premium account
- No borrowed funds to be used
- Capital redemption reserve will be created equal to face value of shares bought back
- Debt-equity ratio will not exceed 2:1 post-buyback
Capital Structure Impact
- Pre-buyback paid-up capital: 14,27,67,161 equity shares
- Post-buyback capital (maximum): 13,68,84,809 equity shares
- Capital reduction through extinguishment of bought-back shares
- Promoter holding will increase from 30.07% to 31.37% (non-participating)
- Public shareholding will remain above 25% minimum requirement
Promoter and Director Holdings
Promoter Group: 4,29,36,248 shares (30.07%) - will not participate
Key Director Holdings:
- Bharat K. Sheth: 1,61,19,490 shares (11.29%)
- Ravi K. Sheth: 1,66,63,095 shares (11.67%)
- Promoter shares frozen at ISIN level during buyback period
- No shares purchased/sold by promoters in preceding 12 months
Premium Calculations
The maximum buyback price represents:
- 9.81% premium over 1-month VWAP on BSE
- 10.17% premium over 1-month VWAP on NSE
- 17.38% premium over 2-week VWAP on BSE
- 17.42% premium over 2-week VWAP on NSE
- 15.12% premium over closing price on BSE (Intimation Date)
- 14.78% premium over closing price on NSE (Intimation Date)
Operational Details
- Buyback through open market purchases on stock exchanges
- Order matching mechanism except 'all or none' system
- Only dematerialized shares eligible
- Physical shares must be dematerialized to participate
- ₹225 crore escrow account established (25% of maximum size)
- Daily reporting to stock exchanges
- Settlement through normal clearing and settlement process
Financial Information (as of March 31, 2026)
Standalone:
- Paid-up equity capital: ₹142.77 crore
- Free reserves: ₹12,366.08 crore
- Total: ₹12,508.85 crore
- Maximum permissible (10%): ₹1,250.89 crore
Consolidated:
- Paid-up equity capital: ₹142.77 crore
- Free reserves: ₹14,046.74 crore
- Total: ₹14,189.51 crore
- Maximum permissible (10%): ₹1,418.95 crore
The buyback size of ₹900 crore is within both standalone and consolidated limits.
Compliance Confirmations
- No subsisting defaults in repayment of deposits, debentures, term loans, or interest
- All equity shares fully paid-up
- No pending schemes of amalgamation or compromise
- Prior consent obtained from lenders
- Firm financing arrangements in place
- Company has complied with Sections 92, 123, 127, 129 of Companies Act
- No buyback completed in previous one year
Statutory Auditor Report
Deloitte Haskins & Sells LLP provided report confirming:
- Proper determination of permissible capital payment
- Company will not be rendered insolvent within one year
- Compliance with Section 68(2)(b) of Companies Act and SEBI Buyback Regulations
- Statutory auditor's report confirms permissible capital payment
Rationale for Buyback
- Reduction in outstanding shares to increase EPS and book value per share
- Effective utilization of available cash
- Improve return on equity
- Provide exit opportunity to shareholders without impacting growth opportunities
Additional Requirements
- Foreign shareholders must obtain necessary RBI approvals
- Company will maintain 25% of buyback size in escrow throughout the process
- Shareholding pattern shows 29.83% foreign investors, 12.49% mutual funds, and 27.60% others