Key Quantitative Figures

  • Buyback Size: Up to ₹115,20,00,000 (One Hundred Fifteen Crore Twenty Lakh Only)
  • Buyback Shares: Up to 1,92,00,000 (One Crore Ninety Two Lakh) equity shares
  • Buyback Price: ₹60 per equity share of face value ₹2 each
  • Percentage of Capital: 21.94% of total paid-up equity share capital
  • Free Reserves Percentage: 24.92% of standalone paid-up capital and free reserves, 14.16% of consolidated paid-up capital and free reserves (whichever is lower)
  • Transaction Costs: Excluded from buyback size, includes brokerage, STT, GST, stamp duty, filing fees, etc.
  • Unclaimed Dividend Transferred: ₹3,02,598 pertaining to Final Dividend 2018 transferred to IEPF
  • Shares Transferred to IEPF: 2,23,730 equity shares pertaining to Final Dividend 2018

Dates of Action

  • AGM Date: Friday, 25th September 2026 at 12:00 PM IST
  • e-Voting Period: 22nd September 2026 (9:00 AM) to 24th September 2026 (5:00 PM)
  • Cut-off Date: 18th September 2026 for determining voting eligibility
  • Register Closure: 19th September 2026 to 24th September 2026 (both days inclusive)
  • Board Meeting Date: 12th August 2026 (approved buyback proposal)
  • Unclaimed Dividend Transfer Date: Final Dividend 2019 due for transfer on 17th October 2026

Parties Involved

  • Stock Exchange: BSE Limited
  • Registrar & Transfer Agent: MUFG Intime India Private Limited
  • e-Voting Service Provider: MUFG Intime India Private Limited
  • Scrutinizer: Mr. Dhirendra Maurya, Company Secretary in practice
  • Statutory Auditors: Akkad Mehta & Co LLP (ICAI Firm Registration Number: 100259W/W-100384)
  • Regulatory Authorities: SEBI, RBI, Registrar of Companies

Business to be Transacted at AGM

Ordinary Business:

1. Adoption of Audited Standalone and Consolidated Financial Statements for FY ended 31st March 2026 with Directors' and Auditors' Reports

2. Re-appointment of Mr. Devesh Chaturvedi (DIN: 00004793) who retires by rotation

Special Business:

3. Approval for buyback of equity shares through special resolution

Buyback Details

Method and Structure

  • Route: Tender Offer through Stock Exchange mechanism
  • Process: Through BSE Limited using SEBI circulars for acquisition mechanism
  • Reservation: 15% of buyback shares or number entitled to small shareholders, whichever is higher
  • Small Shareholder Definition: Shareholders holding shares with market value not exceeding ₹2,00,000 based on closing price on record date
  • Source of Funds: Free reserves and/or securities premium account of the Company
  • Settlement: Cash payment

Financial Parameters

  • Total Paid-up Capital & Free Reserves (Standalone): ₹46,230.28 lakhs as at 31st March 2026
  • Total Paid-up Capital & Free Reserves (Consolidated): ₹81,372.58 lakhs as at 31st March 2026
  • Debt Equity Ratio Before Buy-back: 0.59 (Standalone), 0.34 (Consolidated)
  • Debt Equity Ratio After Buy-back: 0.79 (Standalone), 0.39 (Consolidated) - well within permitted 2:1 limit
  • Maximum Permissible Buyback: ₹11,557.57 lakhs (Standalone), ₹20,343.15 lakhs (Consolidated) - 25% of reserves

Promoter Participation

Promoters and promoter group holding 74.85% of shares (6,54,88,962 shares) have expressed intention to participate in the buyback through letters dated 11th August 2026. Their participation will be considered in computing entitlement ratio.

Timeline

Buyback to be completed within one year from date of passing special resolution at AGM.

SEBI Regulations

  • Compliance with SEBI (Buy-Back of Securities) Regulations, 2018
  • Adherence to SEBI Circulars regarding acquisition mechanism
  • Maintenance of minimum public shareholding as per Listing Regulations

Companies Act 2013

  • Section 68, 69, 70 compliance
  • Companies (Share Capital and Debentures) Rules, 2014
  • Companies (Management and Administration) Rules, 2014

Other Compliance

  • RBI Master Direction for NBFC-SBR Directions, 2023
  • Foreign Exchange Management Act, 1999 for non-resident shareholders
  • Investor Education and Protection Fund Authority Rules, 2016

Capital Structure Impact

  • Post-buyback share capital reduction through extinguishment of bought-back shares
  • Transfer of nominal value of bought-back shares to capital redemption reserve account
  • No further equity issue for one year except bonus shares or discharge of subsisting obligations

Corporate Governance Aspects

Director Re-appointment

Mr. Devesh Chaturvedi (DIN: 00004793), Age 61, Chartered Accountant and MBA from Harvard University, holding 95,12,095 shares (10.87%), with over 3 decades experience in financial markets, investment securities, accounts & financial sector.

Shareholding Pattern

Promoter Group Holdings (as of 12th August 2026):

  • Rajesh D Chaturvedi: 1,30,27,930 shares (14.89%)
  • Devesh D Chaturvedi: 95,12,095 shares (10.87%)
  • Brijesh D Chaturvedi: 55,83,415 shares (6.38%)
  • A To Z Broking Services LLP: 1,05,92,000 shares (12.11%)
  • Shriyam Commodities Intermediary LLP: 2,29,80,010 shares (26.27%)
  • Total Promoter Holding: 6,54,88,962 shares (74.85%)

Reclassification Request: Gagan Chaturvedi, Shruti Chaturvedi, Mohini G Chaturvedi, Pradeep Sandeep Corporate Advisors LLP and Kamvan Construction Private Limited have applied for reclassification from promoter to public category, approved by Board on 12th August 2026.

Auditor Certification

Akkad Mehta & Co LLP provided report dated 12th August 2026 confirming:

  • Permissible capital payment properly determined
  • Company will not be rendered insolvent within one year post-buyback
  • Compliance with Section 68 of Companies Act and Buyback Regulations
  • Debt equity ratio will remain within permitted limits post-buyback

Additional AGM Arrangements

  • Virtual meeting through Video Conferencing/OAVM as per MCA and SEBI circulars
  • No physical attendance or proxy facility available
  • Institutional members can appoint authorized representatives
  • Scrutinizer appointed for vote counting and reporting
  • Results to be posted on company website and sent to BSE

Investor Services Information

  • RTA Address: MUFG Intime India Pvt. Ltd., C-101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083
  • Helpdesk: Tel: 022-4918 6000, Email: rnt.helpdesk@in.mpms.mufg.com
  • Investor Portal: SWAYAM platform for online services
  • ODR Portal: https://smartodr.in/login for dispute resolution
  • Special Window: SEBI window for re-lodgement of physical securities from 5th February 2026 to 4th February 2027

Voting Instructions

Detailed instructions provided for:

  • Individual shareholders with NSDL and CDSL accounts
  • Physical shareholders and non-individual shareholders
  • Custodians/corporate bodies/mutual funds
  • Remote e-voting and voting during AGM through InstaMeet

Taxation Implications

Buyback may trigger capital gains taxation for shareholders and will be subject to securities transaction tax. Detailed tax note to be provided in letter of offer.