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Buy Back of Shares Inter-alia, considered and approved: (i) subject to such approvals of regulatory and/or statutory authorities as may be required under applicable laws, the buyback of up to 54,23,728 (Fifty four lakhs twenty three thousand seven hundred and twenty eight only) fully paid-up equity shares of the Company, each having a face value of INR 1/- (Indian Rupee one only) (?Equity Shares?), representing up to 0.93% of the total number of equity shares in the paid-up equity share capital of the Company, at a price of INR 1,475/- (Indian Rupees one thousand four hundred and seventy five only) per Equity Share (?Buyback Price?) payable in cash for an aggregate amount up to INR 800,00,00,000/-(Indian Rupees eight hundred crores only) (?Buyback Size?) being 3.93% and 2.62% of the aggregate of the total paid-up equity share capital and free reserves (including securities premium) as per the latest audited standalone and consolidated financial statements of the Company as at March 31, 2025, respectively. The Buyback Size does not include transaction costs viz. brokerage costs, fees, turnover charges, applicable taxes on this, securities transaction tax, goods and services tax, stamp duty, etc., and expenses incurred or to be incurred for the buyback like filing fees payable to the Securities and Exchange Board of India (?SEBI?), advisors/ legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc. The buyback is proposed to be made from all of the equity shareholders / beneficial owners of the Company, including the promoters and members of the promoter group of the Company (as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011), who hold Equity Shares as of the record date (as mentioned below), on a proportionate basis through the ?tender offer? route, in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (?Buyback Regulations?) and the Companies Act, 2013, as amended and rules made thereunder; (ii) the formation of a buyback committee (?Buyback Committee?) and delegated its powers to the Buyback Committee to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback; and (iii) April 17, 2026 (?Record Date?) as the record date for the purpose of determining the entitlement and the names of equity shareholders who would be eligible to participate in the buyback, in accordance with Regulation 42 of the Listing Regulations and Regulation 9(i) of the Buyback Regulations. In terms of Regulation 5(via) of the Buyback Regulations, the Board / Buyback Committee may, till 1 (one) working day prior to the Record Date, increase the Buyback price and decrease the number of Equity Shares proposed to be bought back, such that there is no change in the Buyback Size.
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