Shardul Securities has approved a proposal to buy back up to 1,92,00,000 fully paid-up equity shares of face value ₹2 each at a price of ₹60 per share. The total consideration for the buyback will not exceed ₹115.20 crore, excluding transaction costs such as brokerage, taxes, and advisory fees.

The buyback represents 24.92% of the company’s aggregate paid-up equity share capital and free reserves based on standalone audited financial statements as of March 31, 2026, and 14.16% based on consolidated figures. This is within the statutory limit of 25% under the Companies Act, 2013, and SEBI (Buy-back of Securities) Regulations, 2018. The transaction will be executed through the tender offer route on a proportionate basis.

Key Terms and Process

The buyback is subject to approval by shareholders via a special resolution at the ensuing Annual General Meeting (AGM) through e-voting. The Board or Buy Back Committee may increase the buyback price and decrease the number of shares proposed, without changing the total buyback size, one working day prior to the record date, in accordance with Regulation 5(via) of the SEBI Buy Back Regulations.

As mandated by regulations, 15% of the number of equity shares proposed for buyback, or the number of shares held by small shareholders as on the record date (whichever is higher), will be reserved for small shareholders. The record date will be determined subsequently by the Board or Buy Back Committee.

Promoter Participation and Shareholding Changes

The Board noted the intention of the promoters and members of the promoter group to participate in the proposed buyback. Additionally, the board approved the reclassification of certain entities from the ‘Promoter and Promoter Group’ category to the ‘Public’ category. The request was made by Gagan Dinanath Chaturvedi, Shruti Gagan Chaturvedi, Mohini G Chaturvedi, Pradeep Sandeep Corporate Advisors LLP, and Kamvan Construction Private Limited. The company will seek no-objection from BSE Limited for this reclassification in due course.

Pre-Buyback Shareholding Pattern

The pre-buyback shareholding pattern as of August 7, 2026, shows that promoters and the promoter group hold 74.85% of the equity share capital. Foreign Institutional Investors/Foreign Portfolio Investors hold 0.30%, while the Indian public, corporates, and others hold 24.82%.

What the Numbers Show

The buyback size of ₹115.20 crore is significant relative to the company’s capital structure, representing nearly a quarter of its standalone paid-up capital and free reserves. With promoters holding over 74% of the stake and indicating intent to participate, the buyback may serve to optimize the capital structure and return surplus cash to controlling shareholders while reducing the free float. The simultaneous reclassification of certain promoter group members to the public category could further alter the regulatory perception of the company’s public holding percentage post-transaction.

The Board meeting concluded at 9:15 pm on August 12, 2026. Further details regarding the process, timelines, and record date will be communicated in the public announcement and letter of offer in accordance with SEBI regulations.

Shriyam Commodities Intermediary LLP acquired 1,83,20,010 equity shares, representing 20.94% of the equity share capital, from five members of the promoter and promoter group of Shardul Securities on 16 July 2026. The transaction, executed at a price of INR 65 per share, was part of an internal restructuring exercise among promoter group members. This acquisition significantly alters the shareholding pattern within the promoter group, consolidating a substantial portion of the equity with the acquirer.

The shares were acquired from Gagan Dinanath Chaturvedi, Shruti Gagan Chaturvedi, Mohini G Chaturvedi, Pradeep Sandeep Corporate Advisors LLP, and Kamvan Construction Private Limited. Prior to the transfer, these entities collectively held 20.94% of the company's equity. The transfer was executed in reliance upon the exemption provided under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which governs inter-se transfers among promoter group members.

Transaction Details

The acquisition was disclosed to BSE Limited under Regulation 10(6) of the Takeover Regulations. A prior intimation regarding the proposed acquisition was submitted to the exchange on 7 July 2026. The shares were acquired on or after 13 July 2026, with the specific transaction date recorded as 16 July 2026. The price of INR 65 per share falls within the range prescribed by the Takeover Regulations for such transactions.

Shareholding Pattern

Following the acquisition, the shareholding of Shriyam Commodities Intermediary LLP increased from 46,60,000 shares (5.33%) to 2,29,80,010 shares (26.27%). Conversely, the shareholding of all five sellers reduced to zero. The total promoter and promoter group holding remains unchanged at 6,54,88,962 shares, or 74.85% of the total share capital, as other members of the group did not participate in the transaction.