| Buyback Ratio | | Category | Entitlement Ratio of Buyback | Shares Offered |
|---|
| 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 | 126 Equity Shares out of every 761 Fully paid-up Equity Shares held on the Record Date. | 3,29,093 | | General Category for all other Eligible Shareholders | 126 Equity Shares out of every 761 Fully paid-up Equity Shares held on the Record Date. | 2,50,907 |
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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 Company's medium-term strategic and operational cash requirements, as well as the need to return surplus funds to the members in an effective and efficient manner. The proposed Buyback will help the Company achieve the following objectives:
- Optimise returns to shareholders; and
- Enhance overall shareholders' value. 2.2 The above objectives will be achieved through the Buyback process. They may lead to reduction in outstanding Equity Shares, improvement in earnings per Equity Share and enhanced return on invested capital. The Buyback will not, in any manner, impair the Company's ability to pursue growth opportunities or meet its cash requirements for business operations and continued capital investment, as and when required.
- 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, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve a reservation of up to 15% of the Equity Shares proposed to be brought back by the Company or the actual number of Equity Shares entitled as per the shareholding of small shareholders on the Record Date, whichever is higher. The Company believes that this reservation for small shareholders would benefit a significant number of the Company's public shareholders, who would be classified as 'Small Shareholders';
- The Buyback may help in improving return on equity, earnings per share by reduction in the equity base in the long term, thereby leading to long-term increase in shareholders' value; and
- The Buyback gives an option to the Eligible Shareholders to either (A) participate in the Buyback and receive cash in lieu of their Equity Shares, which are accepted under the BuyBack offer or (B) not to participate in the Buyback offer and get a resultant increase in their percentage shareholding in the Company post the BuyBack offer, without additional investment.
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