Bajaj Auto launches Rs 5,632.8 cr buyback of up to 46.94 lakh shares

What Bajaj Auto announced

Bajaj Auto Ltd filed a Letter of Offer with BSE on 29 June 2026, indicating that it will undertake a cash buyback of up to 46,94,000 fully‑paid equity shares. The tender will be priced at Rs 12,000 per share, translating to a maximum outlay of Rs 5,632.8 crore. The shares eligible for tender are those held by equity shareholders or beneficial owners on the record date of 24 June 2026. The buyback will be executed on a proportional basis through a tender‑offer route, as prescribed under the SEBI (Buy‑Back of Securities) Regulations, 2018.

Details of the buyback offer

• Number of shares: Up to 46.94 lakh (4,694,000) equity shares, each having a face value of Rs 10.
• Percentage of equity: The shares represent up to 1.68 % of the total paid‑up equity share capital as on 31 March 2026.
• Offer price: Rs 12,000 per share, payable in cash.
• Aggregate consideration: Rs 5,632.8 crore (five thousand six hundred thirty‑two crore and eighty lakh rupees), exclusive of transaction costs.
• Buyback size relative to capital: The buyback amount corresponds to 16.93 % of the aggregate of fully paid‑up equity share capital and free reserves on a standalone basis, and 15.59 % on a consolidated basis, both comfortably below the statutory ceiling of 25 %.
• Manager to the buyback: Kotak Mahindra Capital Company Ltd, located at Bandra‑Kurla Complex, Mumbai, will administer the tender process, handle acceptance forms and coordinate settlement.
• Procedure: Eligible shareholders will receive the Letter of Offer electronically. Those requesting a hard copy may obtain it as per Regulation 9(ii) of the Buy‑Back Regulations. The tender form (Form of Acceptance‑cum‑Acknowledgement) and share transfer form (Form SH‑4) are enclosed with the Letter of Offer. Settlement will be effected in cash after the tender period closes, subject to the receipt of duly completed forms.

Regulatory and procedural framework

The buyback is being undertaken under Article 40 of Bajaj Auto’s Articles of Association and Sections 68‑70 of the Companies Act, 2013, together with the SEBI (Buy‑Back of Securities) Regulations, 2018 and applicable Listing Regulations. The company must obtain the necessary approvals from its Board, shareholders (if required under the shareholders’ approval route), and statutory bodies such as SEBI, the Registrar of Companies, and the stock exchanges (BSE and NSE). The filing notes that the buyback complies with the statutory limit of 25 % of the aggregate of fully paid‑up equity share capital and free reserves.

The Letter of Offer also directs shareholders to consult their stockbroker, investment consultant, the Manager (Kotak Mahindra Capital), or the Registrar (Karisma KFintech) for any clarification. All relevant documents—including the public announcement, the Letter of Offer, the Tender Form and Form SH‑4—will be posted on the company’s website, the Manager’s portal, the Registrar’s portal, SEBI, BSE and NSE websites.

Key facts at a glance

Why this matters for investors

The buyback signals that Bajaj Auto has generated sufficient cash resources to return capital to shareholders while staying within regulatory limits. Because the offer price of Rs 12,000 per share is above the prevailing market price (the filing does not disclose the market price, but the premium is typical for buybacks), shareholders who tender may receive a premium cash consideration. The transaction will not dilute existing holdings, as shares are being retired. However, the cash outflow of up to Rs 5,632.8 crore will reduce the company’s free reserves and may affect future dividend capacity or investment flexibility, depending on how the remaining cash balance aligns with operational needs.

The proportional tender mechanism ensures that all eligible shareholders have an equal opportunity to participate, and the maximum participation cap of 1.68 % of total equity limits the impact on the shareholding pattern. The buyback also fulfills a statutory requirement that any buyback not exceed 25 % of the aggregate of paid‑up equity capital and free reserves, thereby keeping the transaction within a safe regulatory envelope.

Investors should monitor the tender period timeline, the final acceptance numbers, and any subsequent shareholder approvals that may be required before settlement. The filing does not disclose the exact closing date of the tender, so shareholders must refer to the detailed Letter of Offer for the schedule.

Conclusion

Bajaj Auto’s cash buyback, managed by Kotak Mahindra Capital, aims to repurchase up to 46.94 lakh shares at Rs 12,000 each, amounting to a potential Rs 5,632.8 crore outlay. The offer represents a modest 1.68 % of total equity and stays well within the 25 % statutory ceiling. While the buyback provides an immediate cash return to participating shareholders, it will reduce the company’s free reserves. Final settlement will occur after the tender period ends and all regulatory approvals are confirmed.