DCW Ltd approves open-market buyback up to Rs 58 per share; size Rs 40.00 cr

DCW Ltd’s board has approved a share buyback via the stock exchange route, according to the board’s outcome letter dated October 29, 2026 and the accompanying Annexures.

Key terms

• Type of action: Buyback of fully paid-up equity shares
• Route: Open market through stock exchange mechanism
• Face value: Rs. 2/- (Rupees Two only) per equity share
• Maximum buyback price: Rs. 58/- (Rupees Fifty-eight only) per equity share ("Maximum Buyback Price")
• Maximum buyback size (amount): Rs. 40,00,00,000/- (Rupees Forty Crores only) ("Maximum Buyback Size")
• Indicative maximum number of shares: 68,96,551 equity shares ("Maximum Buyback Shares")
• Indicative minimum number of shares: 51,72,413 equity shares (based on Minimum Buyback Size and Maximum Buyback Price)
• Minimum buyback size (amount): Rs. 30,00,00,000/- (Rupees Thirty Crores only) ("Minimum Buyback Size")
• Promoter participation: Promoters and promoter group cannot participate in the buyback through the open market
• Pre-buyback equity share capital: 29,51,55,017 equity shares (Grand Total, Annexure B)
• Pre-buyback holding: Promoter & Promoter Group 13,45,61,399 shares (45.59%); Public 16,05,93,618 shares (54.41%)

According to point 2 of the board’s outcome letter, the buyback will be carried out from all shareholders/beneficial owners of the equity shares of the company other than the promoters and shareholders belonging to the promoter group, through the "open market" route using the stock exchange mechanism, in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 and applicable provisions of the Companies Act, 2013.

The company states in the same letter that the Maximum Buyback Price is Rs. 58/- per equity share, payable in cash, and the Maximum Buyback Size is Rs. 40,00,00,000/-, excluding expenses related to the buyback such as brokerage, turnover charges, applicable taxes, SEBI filing fees, advisory and legal fees, intermediary fees, public announcement publication expenses, printing, dispatch and other incidental expenses.

As per the detailed disclosure in Annexure A:

• The buyback is of up to an indicative maximum number of 68,96,551 equity shares, representing upto 4.53 % of the aggregate of the paid-up equity share capital and free reserves (including securities premium account) and 2.34% of the total number of the paid-up Equity Shares of the Company as on September 30, 2026.
• The actual number of securities and percentage of existing paid-up capital bought back will be ascertained after completion of the buyback.

The board’s outcome letter further notes that at the Maximum Buyback Size and Maximum Buyback Price, the indicative maximum number of equity shares to be bought back is 68,96,551 equity shares, representing 4.53% of the total paid-up equity share capital and free reserves (including securities premium account) of the Company as on date i.e. October 29, 2026 and is less than 25% of the existing paid-up equity capital of the Company.

The company also states that the Maximum Buyback Size represents 4.53% of the aggregate of the Company's total paid-up equity share capital and free reserves as per the latest unaudited financial statements along with Limited Review Report as on September 30, 2026, and that this is not more than 10% of that aggregate in accordance with the SEBI Buyback Regulations.

The company has committed that it shall utilise at least 75% of the Maximum Buyback Size, i.e., Rs. 30,00,00,000/- (Rupees Thirty Crores only) for the buyback. Based on this Minimum Buyback Size and the Maximum Buyback Price, the company will purchase an indicative minimum of 51,72,413 equity shares.

Annexure B provides an illustrative post-buyback shareholding pattern assuming the company buys back the Maximum Buyback Shares:

• Post-buyback total shares: 28,82,58,466 equity shares (Grand Total, A+B+C)
• Promoter & Promoter Group: 13,45,61,399 shares (46.68%)
• Public: 15,36,97,067 shares (53.32%)

The company clarifies that the capital structure post completion of the buyback may differ depending on the actual number of equity shares bought back.

In Note 6 to the statement of unaudited financial results for the quarter and half year ended 30th September 2026, the company reiterates that, pursuant to the Companies Act, 2013 and the SEBI Buyback Regulations, the Board of Directors at its meeting held on 29th October 2026 has approved the buyback of equity shares up to the value of Rs 40.00 cr at maximum price of Rs. 58 per equity share from the secondary market.

The board has also constituted a Buyback Committee and delegated powers to it to do all acts, deeds and things necessary, expedient or proper in connection with implementation of the buyback, as stated in the outcome letter.

Eligibility and timeline

Because this is an open-market buyback through the stock exchange, there is no record date mentioned in the filing. Shareholders (other than promoters and promoter group) who hold shares and choose to sell them on the stock exchange during the buyback period may have their shares bought back by the company, subject to the terms and limits described above.

The meeting of the Board of Directors commenced at 12:00 Noon and concluded at 4.00 P.M. on October 29, 2026. The filing does not state the opening or closing dates of the buyback period; these will follow in subsequent regulatory steps and announcements in line with SEBI Buyback Regulations.