The Board of Directors of VLS Finance Limited met today to discuss the proposal for buyback of Equity Shares of the Company and have approved the buyback of Equity Shares in accordance with the provisions of Sections 68, 69 & 70 and all other applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended till date ("Buyback Regulations") from its existing shareholders (other than the Company's promoters and promoter group), at a price not exceeding Rs. 200/- (Rupees Two Hundred Only) per Equity Share (the "Maximum Buyback Price"), payable in cash, up to an aggregate amount not exceeding Rs. 70,00,00,000 (Rupees Seventy Crores Only) (the
"Maximum Buyback Size"), from the open market through the stock exchange(s), provided, that such Buyback shall be less than 10% of the total paid-up equity share capital and free reserves of the Company as at March 31, 2022. An amount of Rs. 35,00,00,000 (Rupees Thirty Five Crores Only) is the minimum buyback size (the "Minimum Buyback Size") which is 50% of the Maximum Buyback Size.
The Maximum Buyback Price is excluding brokerage costs, Securities and Exchange Board of India turnover charges, taxes, advisory fees, brokerage, relevant stamp duty, GST, public announcement, publication charges, SEBI & Stock exchanges fees etc. (collectively referred to as "Transaction Costs"). The actual number of Equity Shares bought back will depend upon the price paid for the Equity Shares excluding Transaction Costs. The aggregate consideration paid for the Buy-back, excluding Transaction Costs, shall not exceed the Maximum Buyback Size.
The Maximum Buyback Price of Rs. 200/- per Equity Share, payable in cash, is at a premium of about 25.98% and 26.38% over the closing price of the Equity Shares of the Company traded on the BSE Limited and National Stock Exchange of India Limited respectively, on January 4, 2023, being the last trading day preceding the date of the meeting of the Board of Directors.
The Board also noted that the Promoter and Promoter Group will not participate in the proposed Buyback Offer. Mr. Mahesh Prasad Mehrotra and Ms. Divya Mehrotra, all being part of the Promoter Group did not participate in the discussions or voting for the proposed Buyback in their capacity as Directors of the Company. Shri Vikas Mehrotra did not attend the meeting.
The Company has appointed SMC Capitals Limited as the Manager for the proposed Buyback Offer.
Shares of VLS Finance Limited was last trading in BSE at Rs. 160.45 as compared to the previous close of Rs. 158.75. The total number of shares traded during the day was 12993 in over 434 trades.
The stock hit an intraday high of Rs. 163.45 and intraday low of 158.30. The net turnover during the day was Rs. 2089915.00.