Description

eClerx Services Limited announces buyback of up to 625,000 equity shares at ₹4,800 per share for an aggregate amount up to ₹3,000 million through tender offer route using stock exchange mechanism.

Summary

eClerx Services Limited has issued a Letter of Offer for buyback of up to 625,000 fully paid-up equity shares of face value ₹10 each at a price of ₹4,800 per share, for an aggregate amount up to ₹3,000 million (excluding buyback expenses). The buyback will be conducted through the tender offer route using stock exchange mechanism on a proportionate basis from all equity shareholders/beneficial owners as on the record date of December 17, 2025. The buyback represents 21.08% and 13.80% of the company’s aggregate fully paid-up equity share capital and free reserves as per standalone and consolidated audited financial statements for March 31, 2025 respectively.

Key Points

  • Buyback Size: Up to 625,000 equity shares (1.31% of total paid-up equity share capital as on March 31, 2025)
  • Buyback Price: ₹4,800 per equity share payable in cash
  • Total Amount: Up to ₹3,000 million (₹3 billion) excluding buyback expenses
  • Method: Tender offer route using stock exchange mechanism on proportionate basis
  • Record Date: Wednesday, December 17, 2025
  • Percentage of Reserves: 21.08% (standalone) and 13.80% (consolidated) of aggregate fully paid-up equity capital and free reserves
  • Regulatory Compliance: Within statutory limit of 25% as per audited financial statements for FY ended March 31, 2025
  • Face Value: ₹10 per equity share
  • Manager to Buyback: Emkay Global Financial Services Limited
  • Registrar to Buyback: KFin Technologies Limited

Regulatory Changes

No regulatory changes announced. This is a corporate action undertaken in compliance with existing regulations:

  • Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended
  • Sections 68, 69, 70, 110, 179 and other applicable provisions of the Companies Act
  • Article 61 of the Articles of Association of eClerx Services Limited

Compliance Requirements

For eClerx Services Limited:

  • Conduct buyback in accordance with SEBI Buy Back Regulations
  • Obtain necessary approvals from statutory, regulatory or governmental authorities
  • Send Letter of Offer to all equity shareholders/beneficial owners as on record date
  • Make documents available on websites of SEBI, company, manager to buyback, and stock exchanges
  • Execute buyback through stock exchange mechanism on proportionate basis

For Shareholders:

  • Registered equity shareholders as on record date (December 17, 2025) are eligible to participate
  • Must submit Tender Form (Form of Acceptance-cum-Acknowledgement) to participate
  • Consult stock broker, investment consultant, or the Manager/Registrar to the buyback for clarifications

Important Dates

  • Board Meeting Date: Friday, October 24, 2025 (buyback proposal approved)
  • Record Date: Wednesday, December 17, 2025 (eligibility determination for shareholders)
  • Financial Statements Reference: March 31, 2025 (latest audited standalone and consolidated financial statements)

Impact Assessment

Market Impact:

  • High-value buyback of ₹3,000 million signals strong cash position and management confidence
  • Buyback price of ₹4,800 per share provides exit opportunity at predetermined price
  • Reduction of 625,000 shares (1.31% of equity) will improve earnings per share for remaining shareholders
  • Proportionate tender offer ensures fair treatment of all shareholders

Shareholder Impact:

  • Shareholders as on December 17, 2025 can participate in buyback
  • Those tendering shares will receive ₹4,800 per share in cash
  • Non-participating shareholders will benefit from increased proportionate ownership
  • Buyback represents significant capital return to shareholders (21.08% of standalone equity and reserves)

Liquidity Impact:

  • Temporary increase in liquidity during tender offer period
  • Post-buyback reduction in free float may affect trading volumes
  • Stock exchange mechanism ensures transparent price discovery

Regulatory Impact:

  • Buyback within statutory limits demonstrates compliance with corporate governance norms
  • Subject to additional approvals from regulatory authorities as may be required

Impact Justification

Major corporate action involving ₹3,000 million buyback representing 21.08% of standalone equity capital and free reserves, directly impacting shareholder value and stock liquidity