BSE Limited — Capital/Financing Update 2023

Jul 6, 2023

BSE - PUBLIC

July 6, 2023

To, The Listing Department, National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot no. C/1 G Block Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051

Symbol : BSE ISIN : INE118H01025

Dear Sir/Madam,

Subject: Outcome of Board Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”)

In furtherance of our intimation letter dated July 3, 2023 and in terms of Regulation 30 of the SEBI Listing Regulations read with the SEBI circular bearing reference no. CIR/CFD/CMD/4/2015 dated September 9, 2015, the board of directors of BSE Limited (the “ Company ”) at its meeting held today, i.e., July 6, 2023 has considered and approved the proposal for buyback of fully paid up equity shares of the Company having a face value of ₹ 2/- (Indian Rupee Two Only) (“ Equity Shares ”) and such buyback (“ Buyback ”) from all shareholders/ beneficial owners of the Equity Shares of the Company, as on a record date, to be subsequently decided by the Board/Buyback Committee, through the “tender offer” route, on a proportionate basis, using the ‘mechanism for acquisition of shares through stock exchange’ as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “ Buyback Regulations ”) and such other circulars or notifications issued by the Securities and Exchange Board of India and the Companies Act, 2013 and rules made thereunder, as amended from time to time, at a price of ₹ 816 /- (Indian Rupees Eight Hundred and Sixteen only) per Equity Share (“ Buyback Offer Price ”), payable in cash, for an aggregate maximum amount not exceeding ₹ 3,74,80,00,000 /- (Indian Rupees Three Hundred and Seventy Four Crore and Eighty Lakhs only), excluding any expenses incurred or to be incurred for the Buyback viz. brokerage costs, fees, turnover charges, taxes such as tax on buyback, securities transaction tax and goods and services tax (if any), stamp duty, printing and dispatch expenses, if any, filing fees to SEBI and any other appropriate authorities, stock exchange charges, advisor/legal fees, public announcement publication expenses and other incidental and related expenses and charges (“Transaction Costs”), such maximum amount hereinafter referred to as the “ Buyback Offer Size ”.

BSE - PUBLIC

The resultant Equity Shares to be bought back at the Buyback Offer Price are 45,93,137 Equity Shares, representing 3.39 % of the total number of Equity Shares in the total paid-up equity capital of the Company as on March 31, 2023.

The Buyback Offer Size represents 25.00 % and 19.64 % of the aggregate of the Company’s paid-up equity capital and free reserves as per the audited standalone financial statements and audited consolidated financial statements of the Company, for the financial year ended March 31, 2023, respectively, (being the latest audited financial information available as on the date of the board meeting recommending the proposal for the buyback) (“ Board Meeting ”) which is in accordance with Regulation 4(i) of the SEBI Buyback Regulations.

The Buyback Offer Price represents premium of 34.09 % over the closing price of the Equity Shares on NSE on Friday, June 30, 2023, being the day preceding the date when intimation for the Board Meeting was sent to the Stock Exchange.

The Board has constituted a committee called ‘Buyback Committee’ and delegated its powers to do such acts, deeds, matters, and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in relation to the proposed Buyback. The Board has appointed Shri Vishal Bhat, Company Secretary & Compliance Officer as the compliance officer for the purposes of the proposed Buyback.

The Board has appointed Nuvama Wealth Management Limited ( formerly known as Edelweiss Securities Limited ) as the Manager to the Buyback.

The details of the pre shareholding pattern of the Company is enclosed as Annexure A .

The Buyback offer is subject to the approval of the shareholders by way of a special resolution at the ensuing eighteenth annual general meeting and all other applicable statutory approvals.

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BSE - PUBLIC

The above information is also available on the website of the Company, i.e., www.bseindia.com.The meeting of the Board of Directors commenced at 10.00 a.m. and concluded at 13.30 p.m.

We request you to take the above information on record.

Thanking You,

For BSE Limited

Digitally signed VISHAL by VISHAL KAMALAK KAMALAKSHA BHAT SHA BHAT Date: 2023.07.06 13:51:13 +05'30'

Vishal Bhat

Company Secretary & Compliance Officer

Encl. : As above

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BSE - PUBLIC

Annexure A

Shareholding pattern of the Company as on March 31, 2023 (pre-Buyback) is given below:

Category	Pre-Buyback
	No. of Equity Shares	% of Equity Shares
(A) Promoter & Promoter Group	-	-
(B) Public	10,04,30,610	74.14
(C) Others (Trading Members & Associate of Trading Members)	3,50,32,281	25.86
Grand Total(A+B+C)	13,54,62,891	100.00

Note: Post-Buyback shareholding pattern of the Company shall be ascertained subsequently.

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