Buyback Details

  • Buyback Size: ₹6,000 million (₹6,000 crore)
  • Maximum Shares to be Bought Back: 6,59,34,065 equity shares
  • Percentage of Paid-up Capital: 6.86% (as on March 31, 2026)
  • Buyback Price: ₹91 per fully paid-up equity share
  • Buyback Method: Tender offer route
  • Record Date: Wednesday, November 25, 2026
  • Source of Funds: Company's current surplus, cash balances, current investments, and internal resources (not from borrowed funds)
  • Transaction Costs: Excluded from the ₹6,000 crore buyback size and include brokerage, taxes, fees, and other incidental expenses

Financial Parameters

  • Represents 7.22% and 6.61% of the aggregate of total paid-up equity share capital and free reserves based on latest audited standalone and consolidated financials as on March 31, 2026, respectively
  • Buyback price represents premiums over various historical price points:
  • 32.61% and 33.54% over 1-month VWAP on BSE and NSE respectively preceding November 6, 2026
  • 39.25% and 38.95% over 2-week VWAP on BSE and NSE respectively preceding November 6, 2026
  • 23.81% and 23.81% over closing prices on BSE and NSE as on November 12, 2026

Shareholder Allocation

  • 15% of shares bought back reserved for small shareholders (as defined by SEBI Buy Back Regulations)
  • Promoters and promoter group members have indicated intention not to participate in the buyback

Regulatory Compliance Confirmations

The board confirmed numerous regulatory requirements including:

  • All equity shares are fully paid-up
  • No further equity issuance until buyback completion
  • No capital raising for one year after buyback completion (except subsisting obligations)
  • Buyback size doesn't exceed 10% of paid-up capital and free reserves
  • Maximum shares don't exceed 25% of total paid-up equity capital
  • No pending schemes of amalgamation/compromise/arrangement
  • No further buyback offer within one year
  • No withdrawal after public announcement
  • Compliance with statutory timelines
  • No utilization of borrowed funds
  • Compliance with Sections 92, 123, 127 and 129 of Companies Act, 2013
  • No defaults in repayment obligations
  • Debt-to-capital ratio after buyback won't exceed 2:1
  • Transfer to capital redemption reserve account for nominal value of shares bought back
  • No delisting resulting from buyback
  • Maintenance of minimum public shareholding requirements

Buyback Committee Formation

A Buy Back Committee was constituted with members:

1. Mr. Uttam Prakash Agarwal (Independent Director)

2. Mr. Shishir Desai (Independent Director)

3. Mr. Mukund Galgali (Deputy CEO & Chief Financial Officer)

4. Mr. Ronak Jatwala (Executive Vice President - Finance & Strategy)

The committee was delegated extensive powers for buyback implementation including finalizing terms, appointing advisors, handling regulatory filings, managing escrow accounts, and making payments.

Key Appointments

  • Manager to Buyback: Emkay Global Financial Services Limited
  • Registrar: MUFG Intime India Private Limited
  • Compliance Officer: Ms. Sangeeta Shetty (Chief Compliance Officer and Company Secretary)
  • Secretary to Committee: Ms. Sangeeta Shetty

Declaration of Solvency

Mr. R. Gopalan (DIN: 01624555) and Ms. Deepu Bansal (DIN: 09497525), Independent Directors, were authorized to sign the Declaration of Solvency for filing with Registrar of Companies, Mumbai and SEBI.

Additional Provisions

  • The board may increase buyback price and decrease number of shares one working day prior to record date, keeping total buyback size unchanged
  • Non-resident shareholder participation subject to RBI approvals under FEMA
  • Shares bought back will be extinguished and physically destroyed
  • Register of shares bought back to be maintained
  • Escrow account to be created before public announcement
  • Quorum for Buy Back Committee meetings set at two board members

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