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Buy Back of Shares Inter alia, has considered and approved the following decisions: 1. The Proposal for buyback of upto 60,00,000/- (Sixty Lakhs) fully paid up equity shares of the Company having a face value of Rs. 10 (Rupee Ten Only) (?Equity Shares?) from all shareholders/ beneficial owners of the Equity Shares of the Company, as on record date, as mentioned below, on a proportionate basis, through the ?tender offer? route, using mechanism for acquisition of shares through stock exchanges as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the ?Buyback Regulations?) and such other circulars or notifications issued by the Securities and Exchange Board of India and the Companies Act, 2013 and rules made thereunder, as amended from time to time, at a price of Rs. 18/- (Rupees Eighteenonly) per Equity Share (?Buyback Offer Price?), payable in cash, for an aggregate amount not exceeding ? 10,80,00,000 (Rupees Ten Crore Eighty Lakhs only), excluding expenses to be incurred for the Buyback brokerage costs, fees, turnover charges, taxes such as tax on buyback, securities transaction tax and goods and services tax (if any), stamp duty, printing and dispatch expenses, if any, filing fees to SEBI, stock exchange charges, advisor/legal fees, public announcement publication expenses and other incidental and related expenses and charges (?Buyback Offer Size?) being 8.434% and 8.435% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company as at March 31, 2026, respectively. The resultant Equity Shares to be bought back at the Buyback Offer Price shall not exceed 60,00,000 Equity Shares, representing 8.62% of the total number of Equity Shares in the total paid up equity capital of the Company. 2. In terms of Regulation 5(via) of the Buyback Regulations, the Board may, till one working day prior to the Record Date (as defined below), increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back, such that there is no change in the Buyback Size. 3. The public announcement and the letter of offer setting out the process, timelines and other statutory details will be released in due course in accordance with the Buyback Regulation. The Board has formed a Buyback Committee (the "Buyback Committee") and has delegated its powers to the Buyback Committee to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback. 4. Saffron Capital Advisors Private Limited, a SEBI Registered Merchant Banker, has been appointed as the Manager to the Buyback. 5. Pursuant to Regulation 42 of the Listing Regulations and Regulation 9(i) of the Buyback Regulations, the Company has fixed Tuesday, June 30, 2026, as the Record Date for the purpose of determining the entitlement and the names of the equity shareholders who shall be eligible to participate in the Buyback. 6. The details as required under Regulation 30 of Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD/2/I/3762/2026 dated January 30, 2026, are set out in Annexure ?A?. 7. The details of the pre- Buyback shareholding pattern of the Company is enclosed as Annexure A-I. Further, please note that the details regarding the post-buyback shareholding pattern have not been provided since the actual number of Equity Shares that will be bought back and category of shareholders from whom the Equity Shares will be bought back cannot be determined at this stage.
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