Key Quantitative Figures

  • Buyback Size: ₹325 lakhs (Rupees Three Hundred Twenty Five Lakhs only)
  • Buyback Price: ₹130 per equity share
  • Maximum Shares to be Bought Back: 2,50,000 equity shares
  • Percentage of Total Paid-up Capital: 12.69% (as on March 31, 2026)
  • Percentage of Paid-up Capital + Free Reserves: 12.28% (within statutory limit of 25%)
  • Face Value of Shares: ₹10 per share
  • Total Paid-up Capital (March 31, 2026): ₹197.05 lakhs
  • Total Free Reserves (March 31, 2026): ₹2,449.04 lakhs
  • Permissible Capital Payment Limit: ₹661.52 lakhs (25% of capital + reserves)

Dates and Timeline

  • Board Meeting Date: October 30, 2026 (buyback approval)
  • EGM Date: Wednesday, 2nd December, 2026 at 12:00 noon IST
  • Record Date: To be decided by Board/Buyback Committee
  • Register Closure Period: Wednesday, 25th November, 2026 to Wednesday, 2nd December, 2026 (both days inclusive)
  • Remote e-Voting Period: Friday, 27th November, 2026 at 9:00 a.m. to Tuesday, 1st December, 2026 at 5:00 p.m.
  • Buyback Completion Timeline: Within 12 months from shareholder approval

Parties Involved

  • Stock Exchange: BSE Limited
  • Registrar & Share Transfer Agent: Bigshare Services Private Limited
  • Scrutinizer: Mr. Pramod S. Shah, Practising Company Secretary
  • Auditors: D K P & Associates (Pooja Jain, Partner)
  • Buyback Committee: Mr. Shahin Nand Khemani (Managing Director), Mr. Rahul Ashok Khemani (Whole time Director & CFO), Mr. Siddharth Ashok Khemani (Non-Executive Director)

Buyback Structure and Methodology

  • Method: Tender offer route through stock exchange mechanism
  • Reservation: 15% of buyback shares or shares entitled to small shareholders (whichever is higher) reserved for small shareholders (holding shares worth ≤ ₹2,00,000)
  • Funding Source: Free reserves and/or securities premium account (not from borrowed funds)
  • Price Flexibility: Board may increase buyback price and decrease number of shares 1 working day prior to record date, keeping total outlay unchanged

Financial and Operational Impact

  • Source of Funds: Company's current surplus, cash balances, current investments, and internal resources
  • Debt Position: No debt as per March 31, 2026 financials (Debt to Capital + Reserves ratio 0:1)
  • Capital Reduction: Transfer of nominal value of bought-back shares to Capital Redemption Reserve Account
  • EPS Impact: Expected improvement in earnings per share due to reduction in equity base
  • Return on Equity: Expected improvement through distribution of surplus funds

Promoter and Director Shareholding

  • Total Promoter & Promoter Group Holding: 56.02% as on date of notice
  • Promoter Participation: Promoters and promoter group have expressed intention not to participate in buyback
  • Director Holdings: Mr. Rahul A Khemani (3.43%), Mr. Shahin N Khemani (3.60%), Mr. Siddharth Ashok Khemani (1.07%)

Corporate Governance Confirmations

  • No defaults in repayment of deposits, debentures, term loans, or dividend payments
  • Compliance with Sections 92, 123, 127 and 129 of Companies Act, 2013
  • No buyback of securities in preceding one year
  • No scheme of amalgamation or compromise pending
  • Minimum public shareholding requirements will be maintained
  • No issuance of new equity shares during buyback period

Auditor's Certification

D K P & Associates provided unqualified report confirming:

  • Permissible capital payment properly determined
  • Company will not be rendered insolvent within one year post-buyback
  • Buyback size within statutory limits

Voting Arrangements

  • EGM to be held through video conference/audio visual means
  • Remote e-voting facility provided through Bigshare Services
  • Members can vote through depository participants (CDSL/NSDL) or directly on Bigshare platform
  • Scrutinizer appointed for fair and transparent voting process

Documents Available for Inspection

  • Memorandum and Articles of Association
  • Board resolution for buyback
  • Auditor's report dated October 30, 2026
  • Latest audited financial statements (March 31, 2026)