| Buyback Ratio | | Category | Entitlement Ratio of Buyback | Shares Offered |
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| Reserved Category for Small Shareholders | 265 Equity Shares out of every 288 Fully paid-up Equity Shares held on the Record Date. | 3,75,000 | | General Category for all other Eligible Shareholders | 177 Equity Shares out of every 428 Fully paid-up Equity Shares held on the Record Date. | 21,25,000 |
| | Category | Entitlement Ratio of Buyback | Shares Offered |
|---|
| Reserved Category for Small Shareholders | 117 Equity Shares out of every 535 Fully paid-up Equity Shares held on the Record Date. | 5,56,931 | | General Category for all other Eligible Shareholders | 1 Equity Shares out of every 45 Fully paid-up Equity Shares held on the Record Date. | 31,55,940 |
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| Necessity of the buyback | The Company is proposing the Buyback to service the equity more efficiently. Additionally, the Company's management strives to increase the value of equity shareholders.
After considering several factors and benefits to the shareholders holding Equity Shares of the Company, the Board decided to approve Buyback of up to 25,00,000 (Twenty Five Lakhs) Equity Shares of face value of 10 (Rupees Ten) each for 44/- (Rupees Forty Four only) per Equity Share for an aggregate amount not exceeding 11,00,00,000 (Rupees Eleven Crores Only) excluding the Transaction Costs, for distributing cash to the eligible shareholders. The Buyback is being undertaken, inter alia, for the following
reasons:
i) The Buyback will help the Company to return surplus funds to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby enhancing the overall return to shareholders;
ii) The Buyback will help the Company to optimise the capital structure;
iii) The Buyback, which is being implemented through the tender offer route as prescribed under the SEBI Buyback Regulations, would involve the allocation of several Equity Shares as per their entitlement or 15% of the number of Equity Shares to be bought back, whichever is higher, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who get classified as "small shareholder" as per Regulation 2(1)(n) of the SEBI Buyback Regulations. After accepting the equity shares tendered based on entitlement, equity shares left to be bought back, if any in one category shall first be accepted, in proportion to the equity shares tendered over and above their entitlement in the offer by equity shareholders in that category and thereafter from equity shareholders who have tendered over and above their entitlement in other category.
iv) The Buyback may help in improving financial ratios like earning per share, return on capital employed and return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders' value; and
v) The Buyback gives an option to the shareholders holding Equity Shares of the Company. They can choose to participate and receive cash instead of Equity Shares to be accepted under the Buyback offer, or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post-buyback offer, without additional investment. |
- The Company is undertaking the current Buyback after taking into account the strategic and operational cash requirements of the Company in the medium term and for retuming surplus funds to the members effectively and efficiently. The Board at its meeting held on Tuesday, March 25, 2025 considered the accumulated free reserves as well as the cash liquidity reflected in the latest available standalone and consolidated audited financial statements as on March 31, 2024 and also as on the date of the Board Meeting and considering these, the Board decided to allocate up to 150,00,00,000/- (Indian Rupees One Hundred and Fifty Crores only) excluding the Transaction Costs for distributing to the shareholders holding Equity Shares of the Company through the Buyback. The Buyback will help the Company achieve the following objectives: (i) optimize returns to shareholders; and (ii) enhance overall shareholders' value.
- After considering several factors and benefits to the shareholders holding Equity Shares of the Company, the Board decided to recommend a Buyback of Equity Shares for 404 (Indian Rupees Four Hundred and Four only) per Equity Share for an aggregate amount not exceeding 150,00,00,000 (Indian Rupees One Hundred and Fifty Crores only). The Buyback is being undertaken, inter-alia, for the following reasons:
- 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 SEBI Buyback Regulations, would involve allocation of number of Equity Shares as per their entitlement or 15% of the number of Equity Shares to be bought back whichever is higher, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as "small shareholder" as per Regulation 2(1)(n) of the SEBI Buyback Regulations:
- The Buyback may help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in sharehol value:
- The Buyback gives an option to the shareholders holding Equity Shares of the Company, who can choose to participate and get cash instead of Equity Shares to be accepted under the Buyback offer or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buyback offer, without additional investment, and
- 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.
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