| Buyback Ratio | | Category | Entitlement Ratio of Buyback | Shares Offered |
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| Reserved Category for Small Shareholders | 2 Equity Shares out of every 11 Fully paid-up Equity Shares held on the Record Date. | 1,50,00,000 | | General Category for all other Eligible Shareholders | 17 Equity Shares out of every 706 Fully paid-up Equity Shares held on the Record Date. | 8,50,00,000 |
| | Category | Entitlement Ratio of Buyback | Shares Offered |
|---|
| Reserved Category for Small Shareholders | 10 Equity Shares out of every 367 Fully paid-up Equity Shares held on the Record Date. | 3,54,604 | | General Category for all other Eligible Shareholders | 10 Equity Shares out of every 367 Fully paid-up Equity Shares held on the Record Date. | 16,45,396 |
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| Necessity of the buyback | The Company is undertaking the Buyback after considering its strategic and operational cash needs in the medium term, as well as the need to return surplus funds to members effectively and efficiently, in line with its capital allocation policy. The financial parameters internal factors considered include, but are not limited to:
- Expected cash requirements of the Company towards working capital, investments in AI and other areas, capital expenditure in technology and infrastructure, etc.
Investments required towards execution of the Company's strategy:
Funds are necessary for any acquisitions that the Board may approve. Minimum cash required for contingencies or unforeseen events; Any other significant developments that require cash investments
- As of June 30, 2025, the Company had consolidated cash and investments (comprising cash and cash equivalents, current and non-current investments excluding investments in equity and preference shares and others) of 45,204 crore
- The Buyback is being undertaken for the following reasons:The Buyback will help the Company to return surplus cash to its members, in line with the stated Capital Allocation Policy. The Buyback is expected to improve return on equity through distribution of money and improve earnings per share by reduction in the equity base in the long term, thereby leading to long-term increase in members' value.
The Buyback gives an option to all the members of the Company as on the Record Date, either to sell their Equity Shares and receive cash or not to sell their Equity Shares and get a resultant increase in their percentage shareholding in the Company post the Buyback, without additional investment, and
The Buyback, which is being implemented through the Tender Offer route, would involve allocating to the Small Shareholders the higher of (a) the number of shares entitled as per their shareholding or (b) 15% of the number of shares to be repurchased, as per Regulation 6 of the Buyback Regulations. The Company believes that this reservation for small shareholders would benefit a large number of the Company's public shareholders, who would be classified as "Small Shareholders.
| The Company is undertaking the Buyback after taking into account the strategic and operational cash requirements of the Company in the medium term and for returning surplus funds to the shareholders effectively and efficiently. The Buyback is being undertaken for the following reasons:
- The Buyback will help the Company to return surplus cash to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to shareholders.
- The Buyback will help the company optimise its capital structure.
- The Buyback, which is being implemented through the tender offer route as prescribed under the SEBI Buyback Regulations, would involve allocating the number of Equity Shares as per their entitlement or 15% of the number of Equity Shares to be repurchased, whichever is higher, reserved for small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who get classified as "small shareholders" as per Regulation 2(i)(n) of the SEBI Buyback Regulations.
- The Buyback may help in improving financial ratios like earnings per share, return on capital employed and return on equity, by reduction in the equity base, thereby leading to a long-term increase in shareholders' value; and
- The Buyback gives an option to the shareholders holding Equity Shares of the Company, who can choose to participate and get cash instead of Equity Shares to be accepted under the Buyback offer, or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buyback offer, without additional investment.
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