Sarla Performance Fibers Limited has extinguished 40,00,000 fully paid-up equity shares bought back at a price of ₹110 per share for an aggregate amount of ₹44 crore. The extinguishment, completed pursuant to the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, was confirmed by depositories NSDL and CDSL on June 5, 2026, and June 8, 2026, respectively. Consequently, the company's issued, subscribed, and fully paid-up capital has reduced to 7,95,03,000 equity shares of ₹1 each, amounting to ₹7.95 crore.

The buyback was executed through the tender offer route, with the tendering period open from May 21, 2026, to May 27, 2026. The offer was fully subscribed, receiving a total response of 2.27 times the maximum number of shares proposed to be bought back. All accepted shares were held in dematerialized form, and no shares were tendered in physical form. The settlement of valid bids was completed by the Clearing Corporation on June 4, 2026.

Reconciliation of Share Capital

The following table details the reconciliation of the company's share capital pre and post the extinguishment of equity shares:

Shareholding Pattern

Following the completion of the buyback and extinguishment, the shareholding pattern indicates a shift in ownership percentages. The promoter holding percentage increased to 59.98% from 57.11%, while the holding of Foreign Investors rose significantly to 40.02% from 2.52%.

Sarla Performance Fibers has announced that its buyback of up to 40,00,000 fully paid-up equity shares at a price of ₹110 per equity share, aggregating up to ₹44,00,00,000, will open on Thursday, May 21, 2026. The buyback window will close on Wednesday, May 27, 2026. The offer is being conducted on a proportionate basis through the tender offer route using the stock exchange mechanism, with Friday, May 15, 2026, fixed as the record date for determining shareholder entitlement. The company has published an offer opening advertisement on May 20, 2026, in leading newspapers including Financial Express, Janasatta, and Janadesh.

Buyback Structure and Key Details

The following table summarises the key parameters of the approved buyback:

The buyback size is within the statutory limit of 10% of the aggregate of total paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements as at March 31, 2026. The funds for the buyback will be sourced from free reserves (including securities premium) and/or other permissible sources; borrowed funds will not be used. The buyback is open to all eligible shareholders holding shares as of the record date, excluding the Promoter and Promoter Group, who have expressed their intention not to participate.

Entitlement Ratio and Schedule

The entitlement ratio for eligible shareholders has been set at 1 equity share for every 9 equity shares held on the record date. This ratio applies to both the reserved category for small shareholders and the general category for all other shareholders. Eligible shareholders can check their entitlement on the website of the Registrar to the Buyback by visiting https://in.mpmfs.mufg.com/Offer/Default.aspx and selecting the company name.

The brief schedule of activities for the buyback is as follows:

Buyback Price and Premium Details

The buyback price of ₹110 per equity share was arrived at after considering various factors including volume weighted average market prices and closing prices on BSE and NSE. The following table presents the premium represented by the buyback price over various market price benchmarks:

The closing market price of equity shares on May 5, 2026, was ₹94.12 and ₹93.82 on BSE and NSE respectively. On the Board Meeting date of May 11, 2026, the closing price was ₹92.10 and ₹92.12 on BSE and NSE respectively.

Promoter and Promoter Group Shareholding

The aggregate shareholding of the Promoter and Promoter Group as on the date of the Board Meeting is as follows:

Among Directors and Key Managerial Personnel outside the Promoter and Promoter Group, Sachin Shashikant Abhyankar (Non-Executive Independent Director) holds 2,81,565 equity shares representing 0.34% of shareholding. Recent transactions by the Promoter and Promoter Group in the six months preceding the Board Meeting include a purchase of 1,47,041 shares by Sarladevi Madhusudan Jhunjhunwala (as Partner of Hindustan Cotton Company) at prices between ₹78.69 and ₹88.00, and a purchase of 1,000 shares by Satidham Industries Private Limited at ₹88.00 on November 19, 2025.

Statutory Auditor Report and Board Confirmation

The statutory auditors, C N K & Associates LLP, Chartered Accountants, issued a report dated May 11, 2026, in connection with the proposed buyback. The auditors noted that the annual standalone and consolidated financial statements for the year ended March 31, 2026, were approved by the Board on April 22, 2026, and that their audit opinion was qualified in respect of the recognition of a loss amounting to ₹5,433.16 lakhs in the standalone financial statements and ₹7,713.26 lakhs in the consolidated financial statements on the sale of 1% Non-Cumulative Redeemable Preference Shares held in the company's wholly owned subsidiary, Sarla Flex Inc., pending receipt of necessary regulatory approvals. The Board of Directors has confirmed that the company will not be rendered insolvent within a period of one year from the date of the Board Meeting, and that the ratio of aggregate secured and unsecured debts will not exceed twice the paid-up capital and free reserves after the buyback.

Shareholder Entitlement and Participation Process

The buyback is open to all eligible shareholders holding equity shares as on the record date of May 15, 2026, in both physical and dematerialised form. In accordance with Regulation 6 of the Buyback Regulations, at least 15% of the number of equity shares proposed to be bought back, or the number of shares entitled as per the shareholding of small shareholders as on the record date, whichever is higher, shall be reserved for small shareholders. A "Small Shareholder" is defined as a shareholder whose equity shares have a market value of not more than ₹2,00,000 based on the closing price on the record date. Eligible shareholders will receive a Letter of Offer through electronic mode within two working days from the record date. BSE Limited has been designated as the stock exchange for the acquisition window, and Monarch Networth Capital Limited has been appointed as the Company's Broker to facilitate the tendering process.

Compliance and Key Appointments

The Board constituted a Buyback Committee comprising Krishna Madhusudan Jhunjhunwala (Managing Director and Chairman of the Committee), Kanav Krishna Jhunjhunwala (Whole Time Director), and Kayvanna Mahendra Shah (Chief Financial Officer) to oversee and implement the buyback. Mr. Mustafa Yusuf Manasawala, Company Secretary & Compliance Officer, has been appointed as the Compliance Officer for the buyback and as Secretary to the Buyback Committee. Shareholders may contact the Compliance Officer from Monday to Friday between 10:00 am and 5:00 pm IST at 304, Arcadia, Nariman Point, Mumbai - 400021, or via email at investors@sarlafibers.com . MUFG Intime India Private Limited (formerly Link Intime India Private Limited) has been appointed as Registrar to the Buyback, and ICICI Bank Limited as the Escrow Bank. The Board has confirmed that the buyback shall be completed within one year from the date of the Board resolution, and that bought-back shares will be compulsorily extinguished and physically destroyed as prescribed under the Buyback Regulations.