Date: November 4, 2026

Board Meeting Outcomes

  • Shareholders approved a special resolution via postal ballot for buyback of up to 14,75,000 equity shares (2.8978% of paid-up capital) at ₹162 per share through tender offer route.
  • Maximum buyback size is ₹23,89,50,000 (excluding transaction costs), within permissible limits of 25% of paid-up capital and free reserves.
  • Buyback to be financed from free reserves, securities premium account, and internal resources without using borrowed funds.

Buyback Details

Method: Tender offer through stock exchange mechanism

Price: ₹162 per equity share (20.49% premium over September 23, 2026 closing price of ₹134.45)

Reservation: 15% of shares reserved for small shareholders (holdings valued ≤ ₹2 lakh based on record date closing price)

Period: Commences after resolution approval, must complete within one year

Manager: Kreo Capital Private Limited (SEBI Reg. No. INM000012689)

Compliance Officer: CS Preeti Pacheriwala

Capital Structure Impact

Pre-buyback:

  • Total shares: 5,09,01,500
  • Promoter holding: 3,70,19,951 shares (72.7286%)
  • Public holding: 1,38,81,549 shares (27.2714%)

Post-buyback (maximum scenario):

  • Total shares: 4,94,26,500
  • Promoter holding: 3,70,19,951 shares (74.8990%)
  • Public holding: 1,24,06,549 shares (25.1010%)

Financial Capacity

Based on March 31, 2026 audited financials:

  • Standalone paid-up capital + free reserves: ₹123.2659 crore
  • 25% permissible limit: ₹30.816475 crore
  • Consolidated paid-up capital + free reserves: ₹131.3556 crore
  • 25% permissible limit: ₹32.838900 crore
  • Buyback size (₹23.895 crore) represents 19.3849% of standalone base and 18.1911% of consolidated base

Promoter and Director Holdings

Promoter Group:

  • Cerebral Tech Ventures Pvt Ltd: 1,86,47,431 shares (36.6343%)
  • Midastech Ventures Pvt Ltd: 1,83,72,520 shares (36.0943%)
  • Total promoter holding: 3,70,19,951 shares (72.7286%)

Directors and KMPs: All directors and key managerial personnel hold nil equity shares except Mr. Aditya Bhandari who holds 13,550 unexercised stock options

Transaction History: Midastech Ventures purchased 9,557 shares on March 24, 2026 at prices between ₹92-291.50

Important Confirmations

  • Promoters and promoter group confirmed non-participation in buyback
  • Company confirms no defaults in repayment of deposits, debentures, or term loans
  • All equity shares are fully paid-up
  • Company will maintain minimum public shareholding of 25% post-buyback
  • Equity shares bought back will be extinguished and not re-issued

Taxation

Consideration received by shareholders subject to capital gains tax based on individual circumstances. Company accepts no responsibility for tax consequences.

Documents Available

Articles of Association, board resolutions, promoter confirmations, audited financial statements, and auditor's report available for electronic inspection during remote e-voting period.