Tanla Platforms Limited has announced a buyback of up to 20,00,000 equity shares at a price of ₹875 per share, for an aggregate consideration of up to ₹175 crore. The buyback, approved by the board on June 16, 2025, will be executed through a tender offer route using the stock exchange mechanism.
The buyback represents approximately 1.49% of the total number of equity shares in the existing paid-up equity share capital of the company. The buyback offer size accounts for 24.81% and 7.78% of the aggregate of the company’s paid-up capital and free reserves based on standalone and consolidated audited financials as of March 31, 2025, respectively. The company has sought and received shareholder approval for the buyback via a special resolution passed through postal ballot on July 16, 2025, with results declared on July 17, 2025.
The company is undertaking the buyback to return surplus cash to its shareholders in an effective and efficient manner, considering the strategic and operational cash requirements in the medium term. The buyback is expected to enhance overall return to shareholders, improve earning per share and return on equity, and provide shareholders the option to either participate in the buyback or increase their percentage shareholding post the buyback.
The maximum amount required for the buyback is ₹175 crore, excluding transaction costs. This amount represents 24.81% and 7.78% of the total paid-up capital and free reserves of the company based on standalone and consolidated audited financial statements as of March 31, 2025, respectively. The buyback will be financed out of the free reserves of the company, including the securities premium account, and will not involve funds borrowed from banks or financial institutions.
The buyback price of ₹875 per equity share was determined after considering trends in the volume-weighted average prices of the equity shares on the stock exchanges, the net worth of the company, price-earnings ratio, impact on other financial parameters, and the possible impact of the buyback on the earnings per equity share. The buyback offer price represents a premium of:
As of the date of the public announcement, the aggregate shareholding of the promoter and promoter group is 6,12,32,538 equity shares, representing 45.49% of the paid-up equity share capital. The promoters have expressed their intention not to participate in the buyback.
The company has confirmed that there are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures, or payment of interest thereon, redemption of preference shares, or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company. The board of directors has confirmed that the company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the board meeting and the date on which the results of the postal ballot resolution were declared.
The buyback is being undertaken on a proportionate basis from all eligible shareholders as of the record date, with a reservation of up to 15% of the number of equity shares proposed to be bought back or the number of equity shares entitled as per the shareholding of small shareholders, whichever is higher. The company will comply with all statutory and regulatory timelines in respect of the buyback as prescribed under the Companies Act and the SEBI Buyback Regulations.
| Particulars | Details |
|---|---|
| Buyback Size | Up to 20,00,000 Equity Shares |
| Buyback Price | ₹875 per Equity Share |
| Aggregate Consideration | Up to ₹175 Crore |
| Method | Tender Offer Route |
Details of the Buyback Offer
The buyback represents approximately 1.49% of the total number of equity shares in the existing paid-up equity share capital of the company. The buyback offer size accounts for 24.81% and 7.78% of the aggregate of the company’s paid-up capital and free reserves based on standalone and consolidated audited financials as of March 31, 2025, respectively. The company has sought and received shareholder approval for the buyback via a special resolution passed through postal ballot on July 16, 2025, with results declared on July 17, 2025.
Necessity for the Buyback
The company is undertaking the buyback to return surplus cash to its shareholders in an effective and efficient manner, considering the strategic and operational cash requirements in the medium term. The buyback is expected to enhance overall return to shareholders, improve earning per share and return on equity, and provide shareholders the option to either participate in the buyback or increase their percentage shareholding post the buyback.
Maximum Amount and Sources of Funds
The maximum amount required for the buyback is ₹175 crore, excluding transaction costs. This amount represents 24.81% and 7.78% of the total paid-up capital and free reserves of the company based on standalone and consolidated audited financial statements as of March 31, 2025, respectively. The buyback will be financed out of the free reserves of the company, including the securities premium account, and will not involve funds borrowed from banks or financial institutions.
Buyback Price Justification
The buyback price of ₹875 per equity share was determined after considering trends in the volume-weighted average prices of the equity shares on the stock exchanges, the net worth of the company, price-earnings ratio, impact on other financial parameters, and the possible impact of the buyback on the earnings per equity share. The buyback offer price represents a premium of:
- 67.58% and 66.42% on the volume-weighted average market price on NSE and BSE, respectively, during the three months preceding June 11, 2025.
- 41.72% and 41.56% over the volume-weighted average market price on NSE and BSE, respectively, for two weeks preceding June 11, 2025.
- 40.53% and 40.62% over the closing price on NSE and BSE, respectively, as of June 11, 2025.
Shareholding Details
As of the date of the public announcement, the aggregate shareholding of the promoter and promoter group is 6,12,32,538 equity shares, representing 45.49% of the paid-up equity share capital. The promoters have expressed their intention not to participate in the buyback.
Regulatory Confirmations
The company has confirmed that there are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures, or payment of interest thereon, redemption of preference shares, or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company. The board of directors has confirmed that the company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the board meeting and the date on which the results of the postal ballot resolution were declared.
Additional Information
The buyback is being undertaken on a proportionate basis from all eligible shareholders as of the record date, with a reservation of up to 15% of the number of equity shares proposed to be bought back or the number of equity shares entitled as per the shareholding of small shareholders, whichever is higher. The company will comply with all statutory and regulatory timelines in respect of the buyback as prescribed under the Companies Act and the SEBI Buyback Regulations.
