Date: 14 August 2026

Buyback Details

Gandhi Special Tubes Limited received shareholder approval at the 41st Annual General Meeting held on Wednesday, 12 August 2026 for a buyback of up to 8,68,100 (Eight Lakhs Sixty Eight Thousand One Hundred) fully paid-up equity shares of face value ₹5 each at a price of ₹900 per equity share.

The total buyback size is ₹78,12,90,000 (Seventy Eight Crore Twelve Lakhs Ninety Thousand) excluding transaction costs, representing 24.9996% of the aggregate of the Company's fully paid-up equity share capital and free reserves as per the latest audited financial statements for the year ended 31 March 2026.

The buyback represents 7.14% of the total paid-up equity share capital of the Company and will be conducted through the tender offer route on a proportionate basis to all shareholders as on a record date to be determined.

Board Meeting Outcomes

The Board of Directors at its meeting held on Monday, 25 May 2026 approved the buyback proposal subject to shareholder approval. Key decisions included:

  • Approval of buyback of up to 8,68,100 equity shares at ₹900 per share
  • Appointment of Prime Securities Limited as Merchant Banker
  • Appointment of KFin Technologies Limited as Registrar and Share Transfer Agent
  • Constitution of a Buyback Committee comprising Mr. Manhar Gandhi, Mr. Jayesh Gandhi, and Mrs. Ritika D Shah
  • Appointment of Mrs. Chaitali Kachalia as Compliance Officer for the buyback

Financial Details

The buyback price of ₹900 represents:

  • Premium of 3.48% and 1.94% over the 90-day VWAP on BSE and NSE respectively
  • Premium of 2.95% and 1.24% over the 10-day VWAP on BSE and NSE respectively
  • Premium of 2.46% and 2.51% over closing price on BSE and NSE as on 20 May 2026
  • Premium of 246.16% over book value per share of ₹260 as of 31 March 2026

Basic and diluted EPS prior to buyback was ₹56.26 for year ended 31 March 2026. Post-buyback EPS is estimated at ₹60.59 assuming full acceptance.

Aggregate paid-up share capital and free reserves as on 31 March 2026 was ₹3,12,52,05,566. The maximum permissible buyback amount is 25% of this amount, which is ₹78,13,01,392.

Promoter Participation

Promoters and promoter group have expressed intention to participate in the buyback and may tender up to an aggregate maximum of 43,86,106 equity shares. Detailed breakdown of promoter shareholding and intended tender amounts was provided for each promoter entity.

Reservation for Small Shareholders

15% of the number of equity shares proposed to be bought back or number of equity shares entitled as per shareholding of small shareholders (defined as shareholders holding shares with market value not exceeding ₹2,00,000), whichever is higher, shall be reserved for small shareholders.

Funding and Compliance

The buyback will be funded from the Company's current resources (free reserves) and not from any borrowed funds. The Company confirmed no defaults in repayment of deposits, redemption of debentures, payment of dividend, or repayment of term loans to financial institutions or banks.

The Board confirmed that the Company will not be rendered insolvent within one year from the date of the board meeting and from the date of declaration of shareholder resolution results.

Tax Implications

Pursuant to amendments effective April 1, 2026, tax on income from buyback of shares is now levied directly on shareholders as capital gains, calculated as the difference between buyback price and the shareholder's original acquisition cost.

Timeline

The buyback period shall commence from the date of declaration of results of the shareholders meeting and end on the date when payment of consideration is made to accepting shareholders. The buyback must be completed within 12 months from the date of special resolution approval.

Other Conditions

The Company shall not issue any shares or securities from the date of board meeting till expiry of buyback period, shall not raise further capital for one year from buyback completion except for subsisting obligations, and shall maintain minimum public shareholding requirements post-buyback.

Equity shares bought back will be extinguished and physically destroyed within 7 days of buyback completion, with consequent reduction of share capital.