Key Quantitative Figures

  • Buyback Size: ₹28,000 lakhs (₹280 crore)
  • Number of Shares: 87,50,000 (8.75 million) equity shares
  • Face Value: ₹10 per share
  • Buyback Price: ₹320 per share
  • Percentage of Capital: 5.00% of total paid-up equity share capital
  • Percentage of Reserves: 24.51% of total paid-up capital and free reserves
  • Small Shareholder Reservation: 15% of buyback shares or number entitled to small shareholders, whichever is higher

Parties Involved

  • Stock Exchanges: BSE Limited, National Stock Exchange of India Limited
  • Regulators: SEBI, RBI, Registrar of Companies
  • Appointed Intermediaries: Motilal Oswal Investment Advisors Limited (Manager), KFin Technologies Limited (Registrar)
  • Auditors: Walker Chandiok & Co LLP

Financial Capacity

  • Total Paid-up Capital: ₹17,494 lakhs (as of March 31, 2026)
  • Free Reserves: ₹96,750 lakhs (Retained Earnings: ₹80,625 lakhs, General Reserves: ₹14,844 lakhs, Re-measurement of defined benefit plan: ₹1,281 lakhs)
  • Total Capital + Reserves: ₹1,14,244 lakhs
  • Maximum Permissible Buyback: ₹28,561 lakhs (25% of capital + reserves)
  • Funding Source: Free reserves, current surplus, cash balances, internal accruals (no borrowed funds)

Price Justification

The buyback price of ₹320 represents premium over various periods:

  • 32.88% and 33.11% over 3-month VWAP on BSE and NSE respectively
  • 35.28% and 35.01% over 1-month VWAP
  • 34.81% and 34.89% over 2-week VWAP
  • 14.16% and 17.60% over closing prices on August 4, 2026

Shareholding Pattern

  • Promoters: Dr. Vijay Sankeshwar (28.33%), Dr. Anand Sankeshwar (31.43%)
  • Promoter Group: 0.47% (Mrs. Lalitha Vijay Sankeshwar, Mrs. Vani Anand Sankeshwar, others)
  • Total Promoter Holding: 59.76%
  • Key Managerial Personnel: Mr. L. R. Bhat (0.002%)

Promoter Participation

Promoters and promoter group have declared intention NOT to participate in the buyback (via letters dated August 4, 2026)

Tax Implications

As per amendments effective April 1, 2026:

  • Tax incidence on shareholders (not company)
  • Treated as capital gains
  • LTCG (holding >12 months): 12.5% with ₹1.25 lakh exemption
  • STCG (holding ≤12 months): taxed as per applicable slab rates

Board Confirmations

  • All shares are fully paid-up
  • No further equity issuance until buyback completion
  • No capital raising for one year post-buyback completion
  • No defaults in debt repayment, deposit redemption, or dividend payments
  • Debt-to-capital ratio post-buyback will not exceed 2:1
  • Company will not become insolvent within one year
  • Compliance with all sections 92, 123, 127, 129 of Companies Act

Auditor Certification

Walker Chandiok & Co LLP provided unqualified opinion confirming:

  • Proper computation of permissible capital payment
  • Company will not be rendered insolvent within one year
  • Compliance with Section 68(2)(c) of Companies Act

Process Details

  • Method: Tender offer route through stock exchange mechanism
  • Record Date: To be determined by Board/Buyback Committee
  • Entitlement: Proportional basis with small shareholder reservation
  • Settlement: Through stock exchange mechanism
  • Extinguishment: Shares to be extinguished within 7 working days of payment

Transaction Costs

Buyback size excludes all transaction costs including brokerage, fees, taxes (STT, GST), stamp duty, advisory fees, printing, and dispatch expenses

Foreign Shareholder Participation

Subject to FEMA regulations and RBI approvals, to be obtained by non-resident shareholders themselves

Governance Structure

  • Buyback Committee: Dr. Vijay Sankeshwar, Dr. Anand Sankeshwar, Mr. Ramanand L Bhat, Mr. Raghottam Akamanchi, Mr. Vinay J Javali
  • Compliance Officer: Mr. Aniruddha Phadnavis
  • Committee Powers: Full authority to implement buyback, appoint intermediaries, finalize terms