Key Quantitative Figures
- Buyback Size: ₹78,12,90,000 (Seventy Eight Crore Twelve Lakh Ninety Thousand only)
- Buyback Shares: Up to 8,68,100 equity shares (7.14% of total paid-up equity share capital)
- Buyback Price: ₹900 per equity share
- Dividend Proposed: ₹15 per share (300%) for financial year 2025-2026
- Cost Auditor Remuneration: ₹85,000 plus applicable taxes and expenses
- Total Paid-up Capital: ₹6,07,60,000 (1,21,52,000 equity shares of ₹5 each)
- Free Reserves: ₹3,06,44,45,566
- EPS (Pre-Buyback): ₹56.26 per share
- EPS (Post-Buyback, projected): ₹60.59 per share
- Book Value per Share: ₹260.00
Dates of Action
- AGM Date: Wednesday, 12 August 2026 at 11:00 AM IST
- Cut-off Date for Eligibility: Wednesday, 5 August 2026
- Record Date for Dividend: Wednesday, 5 August 2026
- Dividend Payment Date: On or before Friday, 11 September 2026
- Remote E-voting Period: Sunday, 9 August 2026 (9:00 AM) to Tuesday, 11 August 2026 (5:00 PM)
- Buyback Period: To commence within 12 months from shareholder approval
Parties Involved
- Company Secretary: Chaitali Kachalia (ACS 54216)
- Scrutinizer: Mr. Nrupang B Dholakia of M/s Dholakia & Associates LLP
- Cost Auditor: Shri. Dakshesh Zaveri (Registration No. 8971)
- Statutory Auditor: M/s. S.V. Doshi, Chartered Accountants
- RTA: KFin Technologies Limited
- Stock Exchanges: BSE Limited and National Stock Exchange of India Limited
Financial Impact
- The buyback will utilize ₹78.13 crore from company's free reserves and surplus
- Dividend payout amount not quantified in the disclosure
- Transaction costs for buyback (brokerage, taxes, fees, etc.) are excluded from the ₹78.13 crore size
- Post-buyback capital reduction will require transfer to Capital Redemption Reserve Account
Capital Structure Impact
- Maximum dilution: 7.14% of equity capital if full buyback completed
- Promoter holding current: 73.53% (89,35,257 shares)
- Promoters intend to participate with up to 43,86,106 shares in the buyback
Purpose and Rationale
- Return surplus funds to shareholders in cost-efficient manner
- Enhance overall shareholder returns
- Achieve optimal capital structure
- Improve financial ratios (EPS, ROE)
- Benefit small shareholders through 15% reservation
Voting Procedures
- Remote e-voting through KFin Technologies platform
- Physical shareholders must update KYC details with RTA
- Institutional members must provide board resolutions for voting
- Cut-off date for voting eligibility: 5 August 2026
Dividend Tax Information
- Resident Individuals: 10% TDS if dividend exceeds ₹10,000
- Non-Residents: 20% TDS plus applicable surcharge and cess
- TDS exemptions available with proper documentation
- Dividend taxable in shareholders' hands under new tax regime
Promoter Shareholding Details
Key promoter holdings as on 25 May 2026:
- Manoj B. Gandhi: 30,19,654 shares (24.85%)
- Manhar G. Gandhi: 15,14,564 shares (12.46%)
- Jayesh M. Gandhi: 10,50,821 shares (8.65%)
- Bharti M. Gandhi: 6,53,760 shares (5.38%)
- Promoter entities: B. M. Gandhi Investment Co. LLP and Gandhi Finance Co. LLP
Auditor Confirmations
- Statutory auditors confirm company's ability to meet buyback obligations
- Permissible capital payment properly determined as per Section 68(2)(c) of Companies Act
- Company will not be rendered insolvent within one year of buyback
Important Conditions
- Company confirms no defaults in debt repayment
- No borrowed funds will be used for buyback
- Buyback will not result in delisting
- Equity shares bought back will be extinguished within 7 days of completion
- Company cannot issue new shares for 6 months after buyback completion
Additional Information
- AGM to be conducted through video conferencing/audio-visual means
- Annual report available at www.gandhispecialtubes.com
- Physical shareholders encouraged to convert to demat mode
- Unclaimed dividends and shares transferred to IEPF as per regulations