Key Quantitative Figures

  • Buyback Size: Up to 16,66,667 fully paid-up Equity Shares of face value ₹10 each
  • Buyback Price: ₹150 per Equity Share
  • Maximum Aggregate Amount: ₹25,00,00,050 (Twenty-Five Crore and Fifty Rupees only), excluding transaction costs
  • Percentage of Capital: Represents 7.39% of the total paid-up equity share capital as of March 31, 2026
  • Statutory Limits: Represents 7.20% and 6.63% of the aggregate of total paid-up equity capital and free reserves based on latest audited standalone and consolidated financial statements respectively (within the 10% statutory limit)
  • Escrow Account Deposit: ₹6,25,00,100 (25% of buyback size) deposited with Axis Bank Limited in account number 926020033631968
  • Reservation for Small Shareholders: 15% of shares (2,50,001 shares) reserved for small shareholders (defined as those holding equity shares with market value ≤ ₹2,00,000)

Dates of Action

  • Board Meeting Date: August 5, 2026 (approved buyback proposal)
  • Public Announcement Date: August 6, 2026 (published August 7, 2026)
  • Record Date: August 18, 2026 (for determining eligibility)
  • Buyback Opening Date: August 21, 2026
  • Buyback Closing Date: August 28, 2026
  • Last Date for Document Receipt: August 28, 2026 by 5:00 PM IST
  • Settlement Completion Date: September 4, 2026
  • Extinguishment Date: September 16, 2026

Parties Involved

  • Manager to Buyback: Systematix Corporate Services Limited (SEBI Registration: INM000004224)
  • Registrar to Buyback: MUFG Intime India Private Limited (formerly Link Intime India Private Limited, SEBI Registration: INR000004058)
  • Escrow Agent: Axis Bank Limited
  • Company's Broker: Systematix Shares and Stocks (India) Limited
  • Statutory Auditor: Maharaj N R Suresh and Co. LLP
  • Designated Stock Exchange: National Stock Exchange of India Limited

Purpose/Rationale

The buyback is a capital allocation decision taken by the Company. The growth of the business, robust cash generation and strong balance sheet position allows the Company to reward its shareholders while retaining sufficient capital for growth and investment opportunities. The buyback will help enhance overall shareholders' value in the longer term and improve return on equity and earnings per share.

Financial and Operational Impact

  • Sources of Funds: Securities premium account, free reserves, and/or other permitted sources (not borrowed funds)
  • Post-Buyback Capital Reduction: The nominal value of bought-back shares will be transferred to capital redemption reserve account
  • Debt-Equity Ratio: Will not exceed twice the paid-up capital and free reserves after buyback
  • EPS Impact: Expected improvement in earnings per share due to reduction in equity base
  • Public Shareholding: Will not fall below minimum required levels (post-buyback promoter holding expected to increase from 49.92% to 53.90% assuming full acceptance)

Capital Structure Impact

  • Current Paid-up Capital: ₹22,54,75,500 (2,25,47,550 shares)
  • Post-Buyback Capital: ₹20,88,08,830 (2,08,80,883 shares) assuming full acceptance
  • Extinguishment: All bought-back shares will be extinguished and physically destroyed

Cash Flow Implications

  • Maximum Outflow: ₹25,00,00,050 (excluding transaction costs)
  • Transaction Costs: Include tax on buyback, securities transaction tax, GST, stamp duty, advisor fees, publication expenses, etc.
  • Payment Method: Cash payment through stock exchange settlement mechanism

Entitlement Ratios

  • Small Shareholders (Reserved Category): 228 equity shares for every 455 shares held (50.109940770% entitlement)
  • General Category: 97 equity shares for every 739 shares held (13.125842390% entitlement)
  • Promoter Participation: Promoters and promoter group have declared intention not to participate

Important Conditions

  • The company has not undertaken any buyback in the last one year
  • The company will not issue new shares for 6 months after buyback completion (except bonus issues or discharge of subsisting obligations)
  • The company will not raise further capital for 1 year after buyback completion (except discharge of subsisting obligations)
  • All equity shares are fully paid-up with no defaults in repayment of deposits, debentures, or term loans

Taxation Note

  • Tax incidence on shareholders for gains made from buyback
  • For resident shareholders: No TDS deduction by company
  • For non-resident shareholders: TDS applicable at appropriate rates
  • For FIIs/FPIs: No TDS if valid SEBI registration provided
  • STT of 0.10% applicable on transaction value

Documents Available for Inspection

  • Certificate of Incorporation, MOA, AOA
  • Audited financial statements for FY2024, FY2025, FY2026
  • Board resolution dated August 5, 2026
  • Statutory auditor's report dated August 5, 2026
  • Public announcement dated August 6, 2026
  • Declaration of solvency in Form SH-9
  • Escrow agreement dated August 5, 2026
  • Firm financing arrangement certificate