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 announced a 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 the stock exchange mechanism on a proportionate basis from all equity shareholders/beneficial owners as on the record date of December 17, 2025. The buyback is undertaken in accordance with SEBI Buy-Back of Securities Regulations, 2018 and relevant provisions of the Companies Act.

Key Points

  • Buyback of up to 625,000 equity shares at ₹4,800 per share
  • Maximum buyback consideration: ₹3,000 million (excluding expenses)
  • Face value of equity shares: ₹10 per share
  • Buyback represents 21.08% of standalone and 13.80% of consolidated equity share capital and free reserves (as per March 31, 2025 audited financials)
  • Buyback represents 1.31% of total paid-up equity share capital as on March 31, 2025
  • Method: Tender offer route using stock exchange mechanism
  • Basis: Proportionate basis from all equity shareholders/beneficial owners
  • Within statutory limit of 25% of equity share capital and free reserves
  • Manager to the Buyback: Emkay Global Financial Services Limited
  • Registrar to the Buyback: KFin Technologies Limited
  • Contact Person: Mr. Pratik Bhanushali, VP-Legal & Company Secretary
  • CIN: L72200MH2000PLC125319

Regulatory Changes

No regulatory changes introduced. This circular announces a corporate action in compliance with existing regulations.

Compliance Requirements

  • Eligible shareholders as on the record date can participate in the buyback
  • Shareholders must submit Form of Acceptance-cum-Acknowledgement (Tender Form) to participate
  • Buyback conducted in accordance with Article 61 of the Articles of Association
  • Complies with Sections 68, 69, 70, 110, 179 and other applicable provisions of the Companies Act
  • Adheres to SEBI Buy-Back of Securities Regulations, 2018 (as amended)
  • Subject to approvals and permissions from statutory, regulatory or governmental authorities as required

Important Dates

  • Board Meeting Approval Date: Friday, October 24, 2025
  • Record Date: Wednesday, December 17, 2025
  • Letter of Offer sent to equity shareholders/beneficial owners as on record date

Impact Assessment

Market Impact: High impact corporate action that will reduce the number of outstanding shares by up to 1.31%, potentially increasing earnings per share and providing exit opportunity to shareholders at a premium price of ₹4,800 per share. The substantial buyback size of ₹3,000 million demonstrates strong cash position and management confidence in the company’s fundamentals.

Shareholder Impact: Shareholders as on record date (December 17, 2025) will have the opportunity to tender their shares on a proportionate basis. The buyback price represents a significant premium and provides liquidity option. Non-participating shareholders may benefit from increased proportionate ownership and potential EPS accretion.

Operational Impact: The company’s cash reserves will be reduced by up to ₹3,000 million plus expenses. However, the buyback is within regulatory limits (well below 25% threshold) indicating prudent capital allocation while maintaining adequate reserves for operations. Documents are available on SEBI website (www.sebi.gov.in), company website (www.eclerx.com), and manager’s website (https://www.emkayglobal.com/offer-documents.aspx).

Impact Justification

Significant corporate action involving ₹3,000 million buyback representing 21.08% of standalone equity capital and free reserves, directly impacting shareholders through tender offer.