Buyback Specifications

  • Maximum Shares: 87,50,000 fully paid-up equity shares of face value ₹10 each
  • Percentage of Capital: 5% of total paid-up equity capital as of March 31, 2026
  • Buyback Price: ₹320 per equity share
  • Total Consideration: ₹28,000 lakhs (₹280 crores) excluding transaction costs
  • Offer Size Percentage: 24.51% of aggregate paid-up capital and free reserves (within statutory 25% limit)

Key Dates

  • Record Date: October 22, 2026 (for determining eligibility)
  • Buyback Opening: October 27, 2026 (Tuesday)
  • Buyback Closing: November 2, 2026 (Monday)
  • Last Date for Tender Forms: November 2, 2026 by 5:00 PM IST
  • Settlement Completion: November 9, 2026
  • Extinguishment Date: November 19, 2026

Reservation Categories

  • Small Shareholders: Reserved category for holders with equity shares of market value ≤₹2,00,000 (based on closing price on NSE as of record date)
  • Entitlement Ratio:
  • Small Shareholders: 14 shares for every 99 shares held
  • General Category: 19 shares for every 154 shares held
  • Actual Entitlement Factors:
  • Small Shareholders: 14.1428922403203%
  • General Category: 12.3393258021333%

Promoter Participation

  • Promoters and promoter group (holding 60.24% as of Public Announcement date) have declared non-participation
  • Post-buyback promoter holding expected to increase to 63.41% assuming full acceptance from other shareholders

Funding Sources

  • Funds sourced from free reserves and/or securities premium account
  • No borrowed funds from banks or financial institutions will be used
  • Company has earmarked adequate resources and made firm financing arrangements

Financial Parameters (Pre vs Post Buyback)

Based on audited financials as of March 31, 2026:

  • Net Worth: ₹1,14,244 lakhs pre-buyback → ₹86,244 lakhs post-buyback
  • Return on Net Worth: 21.27% → 28.41%
  • Basic EPS: ₹13.54 → ₹14.25
  • Debt-Equity Ratio: 0.37 → 0.50

Intermediaries Appointed

  • Manager to Buyback: Motilal Oswal Investment Advisors Limited
  • Registrar to Buyback: KFin Technologies Limited
  • Escrow Agent: ICICI Bank Limited (Account: VRL LOGISTICS LIMITED BUYBACK OFFER 2026-ESCROW ACCOUNT)
  • Company's Broker: Motilal Oswal Financial Services Limited

Escrow Arrangements

  • Escrow account maintained with ICICI Bank with deposit of ₹43 crores
  • Represents 25% on initial ₹100 crores and 10% on remaining amount as per regulations

Taxation

  • Capital gains tax applicable to shareholders based on period of holding
  • Long-term capital gains tax rate: 12.5% (with ₹1.25 lakh exemption)
  • Short-term capital gains tax rate: 20%
  • No TDS deduction for resident shareholders
  • Non-resident shareholders subject to applicable DTAA benefits

Process for Shareholders

  • Dematerialized shares: Tendering through stock brokers via stock exchange mechanism
  • Physical shares: Submission of tender forms, share certificates, and transfer documents to registrar
  • Shareholders can check entitlement on registrar's website using folio number/DP ID

Important Conditions

  • Company shall not issue any equity shares till expiry of buyback period
  • No further capital raising for one year from buyback completion except for subsisting obligations
  • Minimum public shareholding requirements will be maintained post-buyback

#Tags: #VRLLogistics #Buyback #SEBIDisclosure #CorporateAction #ShareholderReturn #RegulatoryCompliance #Positive