Nature of the Event

Regulatory filing of Letter of Offer for a buyback of equity shares through tender offer process using stock exchange mechanism as prescribed under SEBI Buy-back Regulations.

Key Quantitative Figures

  • Buyback Size: Up to 1,92,00,000 (One Crore Ninety Two Lakh) equity shares
  • Buyback Price: ₹60 per fully paid-up equity share of face value ₹2 each
  • Total Consideration: Not exceeding ₹115,20,00,000 (One Hundred Fifteen Crore Twenty Lakh) excluding transaction costs
  • Percentage of Capital: 21.94% of total paid-up equity share capital as on Board meeting date (August 12, 2026)
  • Percentage of Net Worth: 24.92% of standalone and 14.16% of consolidated paid-up equity capital and free reserves as on March 31, 2026
  • Current Paid-up Capital: ₹17,49,84,330 consisting of 8,74,92,165 equity shares
  • Post-buyback Capital (assuming full acceptance): ₹13,65,84,330 consisting of 6,82,92,165 equity shares

Dates of Action

  • Board Approval Date: August 12, 2026
  • Shareholder Approval Date: September 25, 2026 (AGM)
  • Result Declaration Date: September 29, 2026
  • Public Announcement Date: October 1, 2026
  • Record Date: October 8, 2026
  • Letter of Offer Date: October 12, 2026
  • Buyback Opening Date: October 14, 2026
  • Buyback Closing Date: October 21, 2026
  • Last Date for Verification: October 28, 2026
  • Last Date for Settlement: October 28, 2026
  • Last Date for Extinguishment: November 6, 2026

Parties Involved

  • Designated Stock Exchange: BSE Limited
  • Manager to Buyback: Vivro Financial Services Private Limited
  • Registrar to Buyback: MUFG Intime India Private Limited
  • Escrow Bank: HDFC Bank Limited
  • Company's Broker: Pravin Ratilal Share and Stock Brokers Limited
  • Statutory Auditors: Akkad Mehta & Co LLP
  • Compliance Officer: Daya Bhalia

Sources of Funds

The funds for the buyback will be sourced out of free reserves of the Company (including securities premium account) or such other source as may be permitted by the Buy-back Regulations or the Companies Act, 2013. Borrowed funds from banks and financial institutions will not be used for the buyback.

Escrow Account Details

  • Escrow Account: "SHARDUL SECURITIES LIMITED BUYBACK - ESCROW ACCOUNT 2026" with HDFC Bank
  • Escrow Amount: ₹26,52,00,000 deposited (25% of first ₹100 crore + 10% of remaining ₹15.20 crore)

Promoter Participation

Promoters and promoter group have expressed intention to tender their entire holding of 6,54,88,962 shares (74.85% of pre-buyback capital), including:

  • Rajesh D Chaturvedi: 1,30,27,930 shares
  • Devesh D Chaturvedi: 95,12,095 shares
  • Brijesh D Chaturvedi: 55,83,415 shares
  • A To Z Broking Services LLP: 1,05,92,000 shares
  • Shriyam Commodities Intermediary LLP: 2,29,80,010 shares

Reservation for Small Shareholders

15% of the buyback size (28,80,000 shares) reserved for small shareholders (those holding shares with market value not exceeding ₹2,00,000 based on closing price of ₹57.02 on NSE on record date).

Financial Impact

  • Standalone Net Worth Reduction: From ₹46,230.28 lakh to ₹34,710.28 lakh (assuming full acceptance)
  • Consolidated Net Worth Reduction: From ₹81,372.58 lakh to ₹69,852.58 lakh (assuming full acceptance)
  • Return on Equity: Expected improvement due to reduced equity base
  • Earnings Per Share: Expected improvement due to reduced number of shares

Capital Structure Impact

  • Maximum dilution: 21.94% of existing paid-up capital
  • Post-buyback promoter holding may increase from 74.85% to 77.36%
  • Public shareholding will not fall below minimum required level of 25%

Taxation Aspects

  • Buyback consideration taxable as capital gains in hands of shareholders
  • Securities Transaction Tax of 0.1% applicable
  • No tax deduction at source for resident shareholders
  • Non-resident shareholders subject to applicable tax rates and DTAA provisions

Important Conditions

  • Company confirms no defaults in repayment of deposits, redemption of debentures, payment of dividends, or repayment of term loans
  • Debt-equity ratio post-buyback will be within 2:1 limit (0.79 standalone, 0.39 consolidated)
  • Company will not issue any equity shares till expiry of buyback period except in discharge of subsisting obligations
  • Company will not raise further capital for one year from expiry of buyback period except in discharge of subsisting obligations

Process Methodology

  • Tender offer through stock exchange mechanism
  • Acquisition window facility provided by BSE
  • Eligible shareholders can tender through their stock brokers
  • Demat shareholders need not submit physical documents
  • Physical shareholders must submit share certificates, transfer deeds, and other documents

Financial Arrangements

Akkad Mehta & Co LLP has certified that the Company has adequate and firm financial resources to fulfill its obligations under the buyback.