Nature of Event

Regulatory filing of Letter of Offer for buyback of fully paid-up equity shares through tender offer route under SEBI (Buy-Back of Securities) Regulations, 2018.

Key Quantitative Figures

  • Buyback Size: Up to 61,25,000 (61.25 lakh) equity shares
  • Buyback Price: ₹240 per equity share
  • Maximum Aggregate Consideration: ₹147,00,00,150 (₹147 crore)
  • Face Value: ₹1 per share
  • Transaction Costs: Excluded from buyback size
  • Percentage of Paid-up Capital: 1.67% of total paid-up equity capital
  • Percentage of Free Reserves: 9.70% of aggregate paid-up capital and free reserves
  • Record Date: November 11, 2026
  • Escrow Amount Deposited: ₹29.70 crore (25% of first ₹100 crore + 10% of remaining ₹47 crore)

Dates of Action

  • Board Meeting Date: November 4, 2026
  • Public Announcement Date: November 5, 2026 (published November 6, 2026)
  • Addendum to PA Date: November 9, 2026 (published November 10, 2026)
  • Record Date: November 11, 2026
  • Buyback Opening Date: November 17, 2026
  • Buyback Closing Date: November 23, 2026
  • Last Date for Document Receipt: November 23, 2026
  • Settlement Completion Date: December 1, 2026
  • Share Extinguishment Date: December 10, 2026

Parties Involved

  • Designated Stock Exchange: BSE Limited
  • Manager to Buyback: Ernst & Young Merchant Banking Services LLP
  • Registrar to Buyback: MUFG Intime India Private Limited
  • Escrow Agent: ICICI Bank Limited
  • Company's Broker: ICICI Securities Limited
  • Statutory Auditor: B S R & Co LLP
  • Legal Advisor: BGSS & Associates (for tax opinion)

Purpose/Rationale

The buyback is being undertaken to:

  • Optimize returns to shareholders
  • Enhance overall shareholder value
  • Optimize the capital structure
  • Return surplus funds to shareholders in an efficient manner

Financial Impact

  • Source of Funds: Free reserves/securities premium account/internal accruals (no borrowed funds)
  • Post-Buyback Capital Reduction: Nominal value of bought-back shares to be transferred to capital redemption reserve account
  • EPS Impact: Expected to increase from ₹9.07 to ₹9.23 (assuming full acceptance)
  • ROE Impact: Expected to improve from 21.0% to 23.1%
  • Debt-Equity Ratio: Will remain compliant with statutory limit of 2:1

Capital Structure Impact

  • Current Paid-up Capital: 36,72,35,520 shares (₹36.72 crore)
  • Post-Buyback Capital: 36,11,10,520 shares (₹36.11 crore) assuming full acceptance
  • Promoter Holding Change: Expected to increase from 62.88% to 63.95% assuming full acceptance
  • Public Holding: Expected to decrease from 37.12% to 36.05%

Reservation for Small Shareholders

  • Definition: Shareholders holding shares worth ≤₹2 lakh based on closing price of ₹197.94 on NSE (Record Date)
  • Eligibility: Holders of ≤1,010 shares
  • Reserved Category: 10,57,175 shares (higher of 15% of buyback or entitlement based on shareholding)
  • General Category: 50,67,825 shares
  • Entitlement Ratio:
  • Reserved Category: 4.493176072%
  • General Category: 4.493853096%

Promoter Participation

  • Promoters and promoter group (holding 23,09,34,685 shares, 62.88%) expressed intention not to participate
  • Their shares excluded from entitlement ratio calculation

Tax Implications

  • Buyback consideration taxable as capital gains in hands of shareholders
  • Securities transaction tax of 0.1% applicable
  • No TDS for resident shareholders; TDS applicable for non-residents as per IT Act/DTAA
  • FIIs/FPIs exempt from TDS on capital gains if registered with SEBI

Important Conditions

  • Company confirms no defaults in debt repayment
  • Debt-equity ratio will remain below 2:1 post-buyback
  • No further issue of securities for 6 months except bonus shares or discharge of subsisting obligations
  • No further capital raising for 1 year from buyback completion except for subsisting obligations
  • Equity shares bought back will be extinguished and physically destroyed

Documents Available for Inspection

  • Memorandum and Articles of Association
  • Financial statements for FY2024-2026
  • Board resolutions
  • Statutory auditor's report
  • Public announcement and addendum
  • Declaration of solvency
  • Escrow agreement
  • Financial resources certificate
  • Tax opinion