Windlas Biotech Limited disclosed to BSE and NSE on Friday that its board of directors, at a meeting held today between 1:00 PM and 1:55 PM IST, approved a buyback of up to 4,70,000 fully paid-up equity shares of face value ₹5 each at a price of ₹1,000 per share, for a total buyback size not exceeding ₹47 crore. The record date for determining shareholder eligibility has been fixed as Friday, April 24, 2026.
Buyback Structure and Key Terms
The buyback will be conducted through the Tender Offer route as prescribed under SEBI’s Buy-Back of Securities Regulations, 2018. The 4,70,000 shares proposed for buyback represent 2.23% of Windlas Biotech’s total paid-up equity share capital of 2,11,06,229 shares. The buyback size of ₹47 crore constitutes 9.80% of the aggregate of total paid-up equity share capital and free reserves including securities premium, based on the latest audited standalone and consolidated financial statements as of March 31, 2025 — within the 10% limit permissible under SEBI regulations without requiring shareholder approval via special resolution.
The buyback price of ₹1,000 per share represents a premium to market and will be payable entirely in cash. The total buyback size of ₹47 crore excludes transaction costs including brokerage, securities transaction tax, GST, stamp duty, filing fees, legal and advisory fees, and other incidental expenses.
As required under SEBI buyback regulations, a minimum of 15% of the total number of shares proposed to be bought back, or the number of shares entitled to small shareholders based on their shareholding as on the record date, whichever is higher, has been reserved for small shareholders.
Promoter Non-Participation
The board has noted the intention of the promoters and members of the promoter group not to participate in the buyback. Promoters and promoter group collectively held 1,30,65,352 shares representing 61.90% of the company’s pre-buyback paid-up capital as of March 31, 2026. Their non-participation means the entire buyback quantum of up to 4,70,000 shares will be available to public shareholders, improving the effective acceptance ratio for non-promoter shareholders participating through the tender offer.
Pre-Buyback Shareholding Pattern
As of March 31, 2026, the total paid-up equity share capital of Windlas Biotech stood at 2,11,06,229 shares held across 44,769 shareholders. Beyond the promoter and promoter group’s 61.90%, mutual funds held 7.08%, alternative investment funds held 4.72%, foreign portfolio investors held 0.60%, and retail resident individuals holding up to ₹2 lakh in nominal share capital collectively held 19.48% across 42,408 shareholders. NRIs held 1.37% and bodies corporate 1.28%.
Administration of the Buyback
The board has constituted a dedicated buyback committee and delegated powers to it for all acts connected with the buyback execution. Fintellectual Corporate Advisors Private Limited, a SEBI-registered merchant banker, has been appointed as Manager to the Buyback. Company Secretary Ananta Narayan Panda has been designated as the compliance officer for the purpose of the buyback.
The board and buyback committee retain the right to increase the buyback price and correspondingly decrease the number of shares proposed to be bought back, up to one working day prior to the record date, provided the aggregate buyback size remains unchanged. A formal public announcement and letter of offer will be released in due course in accordance with SEBI buyback regulations.
Disclaimer: This article is based on a regulatory filing and is for informational purposes only. It does not constitute investment advice. Readers are advised to consult a SEBI-registered financial advisor before making investment decisions.