| Buyback Ratio | | 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 |
| | Category | Entitlement Ratio of Buyback | Shares Offered |
|---|
| Reserved Category for Small Shareholders | 10 Equity Shares out of every 367 Fully paid-up Equity Shares held on the Record Date. | 3,54,604 | | General Category for all other Eligible Shareholders | 10 Equity Shares out of every 367 Fully paid-up Equity Shares held on the Record Date. | 16,45,396 |
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| Necessity of the buyback |
- 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.
| The Company is undertaking the Buyback after taking into account the strategic and operational cash requirements of the Company in the medium term and for returning surplus funds to the shareholders effectively and efficiently. The Buyback is being undertaken 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 will help the company optimise its capital structure.
- The Buyback, which is being implemented through the tender offer route as prescribed under the SEBI Buyback Regulations, would involve allocating the number of Equity Shares as per their entitlement or 15% of the number of Equity Shares to be repurchased, whichever is higher, reserved for small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who get classified as "small shareholders" as per Regulation 2(i)(n) of the SEBI Buyback Regulations.
- The Buyback may help in improving financial ratios like earnings per share, return on capital employed and return on equity, by reduction in the equity base, thereby leading to a long-term increase in shareholders' value; and
- 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.
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