Key Quantitative Figures

  • Buyback Size: Maximum ₹1,800 million (₹1.8 billion)
  • Number of Shares: Up to 10,000,000 equity shares
  • Face Value: ₹1 per share
  • Buyback Price: ₹180 per equity share
  • Percentage of Capital: 3.67% of total paid-up equity share capital
  • Percentage of Reserves: 20.43% of aggregate paid-up capital and free reserves (adjusted by ₹1,772.60 million)
  • Premium over Market: 41.97% over 60-day VWAP on NSE, 40.41% over 10-day VWAP on NSE
  • Pre-buyback EPS: ₹6.39 (post-split basis)
  • Post-buyback EPS: ₹6.63 (assuming full acceptance)
  • Return on Net Worth: Increases from 19.74% to 24.81% post-buyback

Dates of Action

  • Board Approval: 23rd April, 2026
  • Shareholder Approval: 31st May, 2026 (postal ballot results declared on 2nd June, 2026)
  • Exchange Submission: 4th June, 2026
  • Completion Timeline: Within 1 year from shareholder approval date

Parties Involved

  • Regulators: SEBI, RBI, ROC Gujarat, Stock Exchanges (BSE, NSE)
  • Intermediaries:
  • Manager: Equirus Capital Limited
  • Solicitors: Crawford Bayley & Co.
  • Registrar: MUFG Intime India Private Limited
  • Statutory Auditors: S R B C & Co. LLP
  • Designated Stock Exchange: BSE Limited
  • Buyback Committee: Manesh Dayashankar Madeka (Chairman & MD), Mihir Rupeshkumar Madeka (Whole-time Director), Ashit Ravishankar Vankani (Director)
  • Compliance Officer: Hardik Dhimantbhai Gandhi (Company Secretary)

Method and Structure

  • Route: Tender offer through stock exchange mechanism
  • Reservation: 15% for small shareholders (market value ≤ ₹200,000)
  • Eligibility: All shareholders as on record date (to be announced)
  • Promoter Participation: Promoters and promoter group expressed intention not to participate
  • Settlement: Through designated stock exchange mechanism

Funding Sources

  • Internal resources: current surplus, cash balances, current investments
  • Specifically excludes borrowed funds from banks or financial institutions
  • Escrow arrangements to be created for performance security

Financial Impact and Compliance Confirmations

The company confirmed:

  • All equity shares are fully paid-up
  • No defaults in repayment of deposits, debentures, term loans, or interest payments
  • Compliance with Sections 92, 123, 127, and 129 of Companies Act, 2013
  • Debt-to-equity ratio post-buyback will not exceed 2:1
  • No pending schemes of amalgamation or compromise
  • Will not issue new shares until buyback completion except for subsisting obligations
  • Will not raise further capital for 1 year after buyback completion except for subsisting obligations

Capital Structure Impact

  • Reduction of paid-up capital by up to 10 million shares
  • Transfer to capital redemption reserve account: nominal value of shares bought back
  • Shares bought back will be extinguished and physically destroyed within 7 working days of payment
  • No change in buyback size if price increased and shares decreased before record date

Tax Implications

Effective April 1, 2026:

  • Tax incidence on shareholders (not company)
  • Treated as capital gains (difference between buyback price and acquisition cost)
  • LTCG (holding >12 months): 12.5% with ₹1.25 lakh exemption
  • STCG (holding ≤12 months): taxed at applicable slab rates

Promoter Shareholding Details

(as of April 23, 2026)

  • Total promoter and promoter group holding: 52.24% (14,22,66,251 shares)
  • Director holdings: 19.88% (5,41,57,020 shares)
  • Key promoters: Rupesh Madeka (10%), Pinakin Madeka (9.95%), Jiten Madeka (9.87%), Manesh Madeka (9.54%), Bhautik Madeka (8.70%)

Timeline and Process

  • Record date to be announced
  • Letter of offer dispatch within 2 working days from record date
  • Buyback period commences from declaration of postal ballot results
  • Completion within 1 year from shareholder approval