Company Disclosure

Nature of the Event

Regulatory disclosure of buyback offer through tender offer route as required under SEBI (Buyback of Securities) Regulations, 2018.

Key Quantitative Figures

  • Buyback Size: 500,000 equity shares
  • Buyback Price: ₹1,400 per equity share
  • Total Consideration: ₹70 crores (excluding transaction costs)
  • Percentage of Capital: 4.20% of aggregate paid-up equity capital and free reserves
  • Face Value: ₹2 per share
  • Transaction Costs: Excluded from buyback size, includes filing fees, merchant banker fees, stock exchange fees, brokerage, taxes, publication expenses
  • Small Shareholder Definition: Shareholders holding shares with market value ≤ ₹200,000 as on record date
  • Reservation for Small Shareholders: 75,000 shares (higher of 15% of buyback shares or entitlement based on shareholding)

Dates of Action

  • Board Meeting Date: May 19, 2026
  • Public Announcement Date: May 21, 2026
  • Record Date: May 29, 2026
  • Offer Opening Date: June 04, 2026
  • Offer Closing Date: June 10, 2026
  • Last Date for Document Submission: June 10, 2026
  • Settlement Date: June 17, 2026
  • Extinguishment Date: June 29, 2026

Parties Involved

  • Manager to Buyback: Sundae Capital Advisors Private Limited
  • Registrar to Buyback: Bigshare Services Private Limited
  • Company Broker: Eureka Stock & Share Broking Services Limited
  • Escrow Agent: HDFC Bank Limited
  • Designated Stock Exchange: NSE
  • Statutory Auditor: S.S. Kothari Mehta & Co. LLP
  • Compliance Officer: Jitin Sadana

Financial and Operational Impact

  • Source of Funds: Free reserves and/or internal accruals (no borrowed funds)
  • Capital Redemption Reserve: Company will transfer nominal value of bought-back shares to capital redemption reserve account
  • EPS Impact: Basic EPS expected to increase from ₹63.72 to ₹64.43 (assuming full acceptance)
  • Return on Networth: Expected to increase from 17.08% to 17.82%
  • Debt-Equity Ratio: Will remain compliant at 0.0006 post-buyback (from 0.0005)
  • Promoter Holding Change: May increase from 69.71% to 69.81% assuming full acceptance

Capital Structure Impact

  • Current Paid-up Capital: 4,50,78,324 equity shares of ₹2 each (₹9.02 crores)
  • Post-Buyback Capital: 4,45,78,324 equity shares of ₹2 each (₹8.92 crores)
  • Reduction in Equity: 1.11% of total paid-up equity capital

Promoter Participation

Promoters and promoter group (holding 3,14,25,468 shares, 69.71%) have expressed intention to participate through letters dated May 19, 2026. They may tender up to their entire holding but not more than 3,14,25,468 shares.

Escrow Arrangements

  • Escrow Amount Deposited: ₹1.75 crores (2.5% of buyback size) in cash
  • Securities Pledged: ETF units and perpetual bonds with market value ₹20.64 crores (after 20% haircut: ₹16.51 crores)
  • Total Escrow Coverage: ₹18.26 crores (26.09% of buyback size)
  • Escrow Account: "DAL Buyback 2026-27 Escrow Account" with HDFC Bank

Basis of Buyback Price

₹1,400 per share represents:

  • 32.78% premium over NSE closing price (₹1,054.40) on May 13, 2026
  • 32.92% premium over BSE closing price (₹1,053.25) on May 13, 2026
  • 37.09% premium over 60-day VWAP on NSE
  • 32.20% premium over 60-day VWAP on BSE

Taxation Aspects

  • Securities Transaction Tax applicable
  • Capital gains tax implications for shareholders
  • For non-resident shareholders: TDS applicable, DTAA benefits available with proper documentation
  • Company not required to deduct TDS for resident shareholders

Important Conditions

  • Company will not issue fresh equity shares for 1 year post-buyback completion (except bonus issues or discharge of subsisting obligations)
  • No further buyback within 1 year from closure of this offer
  • Maintains minimum public shareholding requirements as per SEBI LODR Regulations
  • All shares bought back are fully paid-up
  • No defaults in repayment of deposits, debentures, or term loans

Process Details

  • Tender offer through stock exchange mechanism
  • Separate acquisition window on NSE
  • Physical shareholders must submit share certificates, transfer deeds, and other documents
  • Demat shareholders must tender through their brokers
  • Verification by Registrar to be completed by June 15, 2026

Historical Buybacks

Company conducted previous buybacks in:

  • 2017: 9,41,176 shares
  • 2019: 15,00,000 shares
  • 2020: 10,00,000 shares
  • 2023: 10,00,000 shares
  • 2024: 5,00,000 shares (₹100 crore)

The current buyback complies with the requirement of 1 year gap from previous buyback completion.