Nature of Event

Regulatory disclosure regarding buyback of equity shares through tender offer route in compliance with SEBI Buyback Regulations, 2018.

Key Quantitative Figures

  • Buyback Size: 8,68,100 equity shares (7.14% of total paid-up equity share capital)
  • Buyback Price: ₹900 per equity share
  • Maximum Amount: ₹78,12,90,000 (excluding transaction costs)
  • Face Value: ₹5 per share
  • Record Date: August 21, 2026
  • Small Shareholder Definition: Holders of up to 224 shares (market value ≤ ₹2,00,000)
  • Reservation for Small Shareholders: 1,30,215 shares (15% of buyback size)
  • General Category: 7,37,885 shares
  • Escrow Amount Deposited: ₹19,53,22,500 with HDFC Bank

Dates of Action

  • Board Meeting Approval: May 25, 2026
  • Shareholder Approval: August 12, 2026 (AGM)
  • Public Announcement Date: August 14, 2026
  • Public Announcement Publication: August 18, 2026
  • Record Date: August 21, 2026
  • Letter of Offer Dispatch: August 25, 2026
  • Buyback Opens: August 27, 2026
  • Buyback Closes: September 2, 2026
  • Last Date for Tender Forms: September 2, 2026 (5:00 PM)
  • Verification Completion: September 4, 2026
  • Acceptance/Non-acceptance Communication: September 8, 2026
  • Settlement/Payment: September 9, 2026
  • Extinguishment of Shares: September 17, 2026

Parties Involved

  • Manager to Buyback: Prime Securities Limited
  • Registrar to Buyback: KFin Technologies Limited
  • Escrow Agent: HDFC Bank Limited
  • Company's Broker: Dalal and Broacha Stock Broking Private Limited
  • Statutory Auditor: S. V. Doshi & Co.
  • Designated Stock Exchange: BSE Limited

Financial Impact

  • Source of Funds: Free reserves (not borrowed funds)
  • Post-buyback Capital Reduction: Transfer to capital redemption reserve account
  • Financial Position (March 31, 2026):
  • Paid-up share capital: ₹6,07,60,000
  • Reserves and surplus: ₹306,44,45,566
  • Total net worth: ₹312,52,05,566
  • Maximum permissible buyback (25% limit): ₹78,13,01,392
  • Post-buyback Financial Metrics (assuming full acceptance):
  • EPS: ₹60.59 (from ₹56.26)
  • Return on Net Worth: 28.75% (from 21.64%)
  • Book Value per Share: ₹210.76 (from ₹260.00)

Capital Structure Impact

  • Pre-buyback Paid-up Capital: 1,21,52,000 shares (₹6,07,60,000)
  • Post-buyback Paid-up Capital: 1,12,83,900 shares (₹5,64,19,500)
  • Promoter Holding Change: May increase from 73.53% to 74.19%
  • Public Holding Change: May decrease from 26.47% to 25.81%
  • Debt-Equity Ratio: Not applicable (no borrowings)

Promoter Participation

Promoters have expressed intention to tender up to 43,86,106 shares from the following entities:

  • Manhar G. Gandhi: 1,91,294 shares
  • Bhupatrai G. Gandhi (Small HUF): 98,494 shares
  • Jayesh M. Gandhi: 94,355 shares
  • Manoj B. Gandhi: 21,34,486 shares
  • Bharti M. Gandhi: 1,12,124 shares
  • Gopi J. Gandhi: 1,15,862 shares
  • Jigna M. Gandhi: 1,35,860 shares
  • Karishma Varun Kothari: 1,99,872 shares
  • Karan Manoj Gandhi: 70,293 shares
  • Rahul Jayesh Gandhi: 2,38,949 shares
  • Jigna Nilesh Mehta: 40,257 shares
  • Nilesh Vinodrai Mehta: 7,510 shares
  • B. M. Gandhi Investment Co. LLP: 4,40,611 shares
  • Gandhi Finance Co. LLP: 4,02,090 shares

Entitlement Ratio

  • Reserved Category (Small Shareholders): 53 shares for every 186 shares held
  • General Category: 20 shares for every 317 shares held

Procedure Details

  • Tendering Mechanism: Through stock exchange acquisition window
  • Settlement: Similar to secondary market settlement via clearing corporations
  • Payment Mode: Cash consideration through banking channels
  • Demat Shares: Early pay-in mechanism through depository participants
  • Physical Shares: Submission of original certificates with transfer deeds
  • Non-resident Shareholders: Subject to RBI/FEMA approvals and tax compliance

Taxation Note

  • Capital gains tax applicable to shareholders based on holding period
  • Long-term capital gains (holding >12 months): 12.5% with ₹1.25 lakh exemption
  • Short-term capital gains (holding ≤12 months): 20% for listed shares
  • No TDS for resident shareholders; withholding tax for non-residents
  • Securities Transaction Tax applicable

Documents Available for Inspection

  • Certificate of Incorporation and Memorandum & Articles of Association
  • Annual Reports for FY2024, FY2025, FY2026
  • Unaudited financial statements as of June 30, 2026
  • Board resolutions and shareholder approval documents
  • Auditor certificates and solvency declaration
  • Escrow agreement and public announcement
  • Taxation opinion and other regulatory documents