Key Quantitative Figures

  • Buyback Size: Up to 500,000 equity shares
  • Face Value: ₹2 per share
  • Buyback Price: ₹1,400 per share
  • Total Consideration: ₹70.00 crore (excluding transaction costs)
  • Percentage of Capital: 4.20% of paid-up share capital and free reserves as of March 31, 2026
  • Premium to Market: 32.78% over NSE closing price (₹1,054.40) on May 13, 2026
  • Small Shareholder Definition: Holders of ≤176 shares (market value ≤₹200,000)
  • Reserved Portion: 75,000 shares (15%) for small shareholders

Dates of Action

  • Board Approval 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
  • Share Extinguishment Date: June 29, 2026

Parties Involved

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

Financial Impact

  • Source of Funds: Free reserves and internal accruals (no borrowed funds)
  • Transaction Costs: Excluded from ₹70 crore buyback size
  • Capital Redemption: Nominal value of bought-back shares to be transferred to capital redemption reserve
  • Post-Buyback Capital Reduction: From 4,50,78,324 shares to 4,45,78,324 shares (assuming full acceptance)
  • EPS Impact: Expected increase from ₹63.72 to ₹64.43 (assuming full acceptance)
  • Return on Networth: Expected improvement from 17.08% to 17.82%

Capital Structure Impact

  • Current Promoter Holding: 69.71% (3,14,25,468 shares)
  • Expected Post-Buyback Promoter Holding: 69.81% (assuming full acceptance)
  • Public Shareholding: Expected reduction from 30.29% to 30.19%
  • Minimum Public Shareholding: Company confirms compliance with Regulation 38 of SEBI LODR Regulations

Process Methodology

  • Tender Offer Route: Through stock exchange mechanism
  • Acquisition Window: Provided by NSE during normal trading hours
  • Acceptance Basis: Proportional basis with reservation for small shareholders
  • Entitlement Ratio:
  • Small shareholders: 1 share for every 15 shares held
  • General category: 5 shares for every 518 shares held
  • Settlement: Through clearing corporation mechanism similar to secondary market

Promoter Participation

Promoters and promoter group entities have expressed intention to participate and may tender up to their entire holding of 3,14,25,468 shares, subject to acceptance limits.

Escrow Arrangements

  • Escrow Amount Deposited: ₹1.75 crore (2.5% of buyback size)
  • Securities Pledged: ETF units and perpetual bonds with market value of ₹20.64 crore (after haircut: ₹16.51 crore)
  • Total Escrow Coverage: ₹18.26 crore (26.09% of buyback size)

Tax Implications

  • Securities Transaction Tax: Applicable
  • Capital Gains Tax: Applicable to shareholders based on their cost of acquisition
  • Additional Tax for Promoters: 10% for short-term gains, 17.5% for long-term gains (for non-domestic companies)
  • TDS for Non-Residents: Required unless DTAA benefits apply with proper documentation

Documents Available for Inspection

  • Certificate of Incorporation, MOA, AOA
  • Audited financial statements for FY2026, FY2025, FY2024
  • Board resolution dated May 19, 2026
  • Statutory auditor's report on permissible capital payment
  • Public announcement dated May 20, 2026
  • Escrow agreement dated May 19, 2026
  • Declaration of solvency in Form SH-9