Key Resolution Details

  • Special Resolution: Approval for Buyback of Equity Shares of the Company
  • Voting Method: Remote e-voting only (no physical ballot)
  • E-voting Period: November 04, 2026 (9:00 AM IST) to December 03, 2026 (5:00 PM IST)
  • Cut-off Date: October 30, 2026 for determining shareholders eligible to vote
  • Scrutinizer: Mr. Devesh Kumar Vasisht, Managing Partner of M/s. DPV & Associates LLP
  • E-voting Service Provider: National Securities Depository Limited (NSDL)

Buyback Terms

  • Buyback Size: ₹48,00,00,000 (Rupees Forty Eight Crores only)
  • Buyback Price: ₹1,000 per equity share
  • Maximum Shares: 4,80,000 equity shares (3.15% of total paid-up equity capital as of March 31, 2026)
  • Percentage of Capital/Reserves: 21.95% of standalone and 18.43% of consolidated paid-up equity capital and free reserves
  • Method: Tender Offer route through stock exchange mechanism
  • Source of Funds: Free reserves, securities premium account, current surplus, cash balances, current investments, internal resources (no borrowed funds)
  • Transaction Costs: Excluded from buyback size (filing fees, brokerage, taxes, advisor fees, etc.)

Reservation for Small Shareholders

  • 15% of buyback shares reserved for small shareholders (market value ≤ ₹2,00,000 as on record date)
  • Higher of 15% of proposed buyback shares or actual small shareholder entitlement

Price Premium Details

The buyback price of ₹1,000 represents:

  • 21.83% premium over 3-month VWAP on BSE preceding October 26, 2026
  • 21.17% premium over 3-month VWAP on NSE preceding October 26, 2026
  • 30.27% premium over BSE closing price on October 25, 2026
  • 29.49% premium over NSE closing price on October 25, 2026
  • 29.42% premium over BSE closing price on October 26, 2026 (intimation date)
  • 30.06% premium over NSE closing price on October 26, 2026
  • 23.87% premium over BSE closing price on October 29, 2026 (board meeting date)
  • 23.44% premium over NSE closing price on October 29, 2026

Board Authority and Flexibility

The Board/Buyback Committee may, one working day prior to record date:

  • Increase buyback price and decrease number of shares proportionately
  • Maintain same buyback size (₹48 crore)

Promoter Participation

  • Promoter Digitide Solutions Limited (73.39% holder) may tender up to 11,182,912 shares
  • Shares acquired on March 31, 2025, through demerger from Quess Corp Limited

Financial Capacity

  • Based on March 31, 2026 audited financials:
  • Standalone paid-up capital: ₹1,524 lakhs
  • Standalone free reserves: ₹18,528 lakhs (general reserve ₹1,413 lakhs, securities premium ₹12,019 lakhs, retained earnings ₹5,096 lakhs)
  • Consolidated paid-up capital: ₹1,524 lakhs
  • Consolidated free reserves: ₹24,607 lakhs
  • Maximum permissible buyback: 25% of lower of standalone/consolidated capital+reserves = ₹5,013 lakhs
  • Proposed buyback (₹4,800 lakhs) within permissible limits
  • Debt-to-equity ratio post-buyback will be ≤ 2:1 as required

Tax Implications for Shareholders

  • Effective April 1, 2026: Tax levied directly on shareholders (not company)
  • Treated as capital gains (buyback price minus acquisition cost)
  • Long-term gains (>12 months): 12.5% tax with ₹1.25 lakh exemption
  • Short-term gains (≤12 months): Taxed at applicable income tax rates

Timeline and Process

  • Buyback to be completed within 12 months from shareholder approval
  • Record date to be announced later
  • Letter of offer dispatched within 2 working days from record date
  • Settlement through stock exchange mechanism
  • Shares bought back will be extinguished and physically destroyed

Board Confirmations

  • Company has no defaults in repayment of deposits, debentures, term loans, or dividend payments
  • Adequate funds available for buyback without borrowing
  • Company will not issue new shares during buyback period except for bonus issues or obligation discharge
  • No further capital raising for one year after buyback completion
  • All shares are fully paid-up
  • No pending schemes of amalgamation/compromise

Auditor Certification

  • Deloitte Haskins and Sells provided report confirming:
  • Permissible capital payment properly determined
  • Company will not be rendered insolvent within one year from October 29, 2026
  • Based on audited financials as of March 31, 2026

Voting Instructions

  • Electronic voting only through NSDL platform
  • Detailed voting instructions provided for demat and physical shareholders
  • Helpdesk contacts provided for technical support
  • Institutional shareholders must submit board resolutions/authority letters

Documents Availability

  • Postal ballot notice available on company website (www.alldigitech.com), BSE, NSE, and NSDL websites
  • Documents available for inspection until December 3, 2026