| Buyback Ratio | | Category | Entitlement Ratio of Buyback | Shares Offered |
|---|
| Reserved Category for Small Shareholders | 3 Equity Shares out of every 19 Fully paid-up Equity Shares held on the Record Date. | 93,750 | | General Category for all other Eligible Shareholders | 3 Equity Shares out of every 121 Fully paid-up Equity Shares held on the Record Date. | 5,31,250 |
| | Category | Entitlement Ratio of Buyback | Shares Offered |
|---|
| Reserved Category for Small Shareholders | 126 Equity Shares out of every 761 Fully paid-up Equity Shares held on the Record Date. | 3,29,093 | | General Category for all other Eligible Shareholders | 126 Equity Shares out of every 761 Fully paid-up Equity Shares held on the Record Date. | 2,50,907 |
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| Necessity of the buyback | The Company is proposing the Buy Back to return surplus funds to the Eligible Shareholders, which are over and above its ordinary capital requirements and in excess of any current investment plans, in an expedient, efficient and cost-effective manner. The Buy Back would increase the shareholders' value and would also help the company in fulfilling the following objectives:
- The Buy Back will help the Company to return surplus cash to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby enhancing the overall return to the shareholders:
- The Buy Back, which is being implemented through the 'Tender Offer' as prescribed under the SEBI Buy Back Regulations, would involve allocation of 15% of the number of Equity Shares which the Company proposes to Buy Back or the number of Equity Shares entitled as per the shareholding of Small Shareholders, whichever is higher, to Small Shareholders. The Company believes that this reservation of 15% for Small Shareholders would benefit a large number of public shareholders, who would get classified as "Small Shareholders":
- The Buy Back may improve return on equity by reducing the equity base, thereby increasing shareholders' value in the long term.
- The Buy Back will help in achieving an optimal capital structure.
- The Buy Back gives an option to the shareholders holding Equity Shares of the Company, to either (i) choose to participate and get cash instead of Equity Shares to be accepted under the Buy Back Offer or (ii) choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buy Back Offer, without additional investment.
| The Company is undertaking the Buyback after taking into account the Company's medium-term strategic and operational cash requirements, as well as the need to return surplus funds to the members in an effective and efficient manner. The proposed Buyback will help the Company achieve the following objectives:
- Optimise returns to shareholders; and
- Enhance overall shareholders' value. 2.2 The above objectives will be achieved through the Buyback process. They may lead to reduction in outstanding Equity Shares, improvement in earnings per Equity Share and enhanced return on invested capital. The Buyback will not, in any manner, impair the Company's ability to pursue growth opportunities or meet its cash requirements for business operations and continued capital investment, as and when required.
- The Buyback will help the Company to return surplus cash to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to shareholders;
- The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve a reservation of up to 15% of the Equity Shares proposed to be brought back by the Company or the actual number of Equity Shares entitled as per the shareholding of small shareholders on the Record Date, whichever is higher. The Company believes that this reservation for small shareholders would benefit a significant number of the Company's public shareholders, who would be classified as 'Small Shareholders';
- The Buyback may help in improving return on equity, earnings per share by reduction in the equity base in the long term, thereby leading to long-term increase in shareholders' value; and
- The Buyback gives an option to the Eligible Shareholders to either (A) participate in the Buyback and receive cash in lieu of their Equity Shares, which are accepted under the BuyBack offer or (B) not to participate in the Buyback offer and get a resultant increase in their percentage shareholding in the Company post the BuyBack offer, without additional investment.
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