Transport Corporation of India has announced that its share buyback programme will open on October 15, 2026, allowing eligible shareholders to tender their equity shares for repurchase at a price of ₹960 per share.

The company has fixed the record date as October 9, 2026, to determine the names of shareholders eligible to participate in the buyback. The offer window closes on October 22, 2026, giving investors a five-day period to submit their bids through the stock exchange mechanism.

Buyback programme details

The buyback involves the repurchase of up to 1,562,500 shares, representing approximately 2.03% of the total paid-up equity capital as on March 31, 2026. The aggregate maximum amount for the buyback is capped at ₹150 crore. The following table summarises the key parameters and schedule:

The total repurchase consideration is capped at ₹150 crore, ensuring the aggregate outflow does not exceed this threshold regardless of the number of shares tendered during the offer period. ICICI Securities Limited is acting as the Manager to the Buyback, while KFin Technologies Limited serves as the Registrar.

Entitlement ratios for shareholders

The buyback is structured into two categories: a reserved category for small shareholders and a general category for all other eligible shareholders. Small shareholders are defined as those holding equity shares with a market value not exceeding ₹2 lakh on the record date.

The indicative entitlement ratios are as follows:

• Reserved Category (Small Shareholders): 32 equity shares for every 257 shares held on the record date.
• General Category (Other Shareholders): 25 equity shares for every 418 shares held on the record date.

Shareholders can verify their specific entitlement by visiting the Registrar’s website using their DP ID and Client ID or Folio Number.

Promoter participation and impact

The promoters and members of the promoter group have declared their intention not to participate in the buyback. Consequently, their shareholding percentage is expected to increase post-buyback. Assuming full acceptance from other eligible shareholders, the aggregate shareholding of the promoters and promoter group will rise from 68.66% to 70.08% of the post-buyback equity share capital.

The company stated that the funds for the buyback will be sourced from its free reserves and securities premium account. The board noted that the buyback is aimed at optimizing returns to shareholders and enhancing overall shareholder value, while also signaling management confidence in the business given recent stock price trends.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE688A01022/28999e89-8517-4b25-b04d-53f3fef2d983.pdf

Transport Corporation of India has issued a corrigendum to its public announcement for the proposed ₹1,500 crore share buyback. This update follows the board's approval of the tender offer route, ensuring clarity for eligible shareholders regarding the process and intermediaries.

The corrigendum, dated October 1, 2026, was submitted to BSE and NSE. It modifies specific paragraphs of the original public announcement published on September 30, 2026. The primary changes involve replacing the term 'Advisor' with 'Manager to the Buyback' and identifying ICICI Securities Limited as the official manager. Additionally, paragraph 13.14 has been updated to clarify that eligible shareholders must consult their respective seller members regarding any costs, taxes, or brokerage charges levied during the tendering process, which the company will not bear.

Buyback details and promoter stance

The board meeting held on September 29, 2026, approved a buyback of up to 15.62 lakh fully paid-up equity shares at ₹960 per share. This represents up to 2.03% of the total paid-up equity capital. The buyback will be executed on a proportionate basis through the tender offer route.

The buyback proposal was approved in accordance with the Companies Act, 2013, and SEBI (Buy-back of Securities) Regulations, 2018. The aggregate amount for the buyback will not exceed ₹1,500 crore. The face value of each equity share is ₹2.

Under the tender offer route, members of the promoter and promoter group have the option to participate. However, in letters dated September 29, 2026, the promoter group formally declined to participate. This move signals confidence in the company's future prospects and allows public shareholders to maximize their stake retention or exit at the premium price.

Key dates and eligibility

The company has fixed October 9, 2026, as the Record Date for determining eligible shareholders. The tender period will commence on October 15, 2026, and remain open for five working days until October 22, 2026.

Eligible shareholders include all equity holders excluding the promoters and members of the promoter group. A specific reservation has been made for small shareholders, defined as those holding equity shares with a market value of not more than ₹2 lakh as on the record date. As per SEBI regulations, either 15% of the total shares proposed for buyback or the number of shares entitled to small shareholders, whichever is higher, shall be reserved for this category.

Pricing rationale and financial impact

The buyback price of ₹960 per share represents a premium over recent trading levels. It reflects a premium of approximately 15.8% over the volume-weighted average price (VWAP) for the two weeks preceding the intimation date and a premium of roughly 15.7% over the closing price on September 23, 2026.

The funds for the buyback will be sourced from the company's free reserves and securities premium account. Borrowed funds from banks or financial institutions will not be utilized. The company confirmed that the buyback size represents 6.76% of its standalone paid-up capital and free reserves, well within the 10% regulatory limit, thereby eliminating the need for shareholder approval.

Trading window closure details

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's internal code of conduct, the trading window for dealing in securities of Transport Corporation of India has been closed with immediate effect. The window will remain closed continuously in view of the proposed buyback and the ensuing trading restriction period connected to the financial results.

The trading window will reopen only after 48 hours have elapsed since the announcement of the results for the second quarter of FY27. This ensures compliance during the period leading up to and following the quarterly financial disclosure.