KDDL Ltd — Capital/Financing Update 2024

Jul 9, 2024

KDDL Limited

Kamla Centre, SCO 88-89, Sector 8-C, Chandigarh - 160 009, INDIA. Tel: +91 172 2548223/24, 2544378/79 Fax: +91 172 2548302, Website:www.kddl.com; CIN-L33302HP1981PLC008123

Date: 9[th] July, 2024

Ref: KDDL/CS/2024-25/27

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National Stock Exchange of India Limited BSE Limited, Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra, Dalal Street, Mumbai - 400001 Mumbai - 400 051 Trading Symbol : KDDL Scrip Code : 532054

Subject: Outcome of the Board Meeting held on 9[th] July, 2024, pursuant to regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations)

Dear Sir/ Madam,

In continuation of our letter dated 4[th] July, 2024 and in terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), we wish to inform you that the Board of Directors of the Company (“Board”), at its meeting held today (i.e., 9[th] July, 2024), has inter-alia, considered and approved:

- the proposal to Buyback of fully paid up Equity Shares of face value of INR 10/ each of the Company through “tender offer” route.

The buyback of up to 2,37,837 (Two Lacs Thirty Seven Thousand Eight Hundred Thirty Seven) fully paid-up equity shares of the Company, each having a face value of INR 10/- (Indian Rupees ten only) (“Equity Shares”), subject to approval of the shareholders by means of a Special Resolution through postal ballot, representing up to 1.90% of the total number of equity shares in the paid-up equity share capital of the Company, at a price of INR 3,700 (Indian Rupees Thirty Seven Hundred only) per Equity Share (“Buyback Price”) payable in cash for an aggregate amount not exceeding INR 88,00,00,000 (Indian Rupees Eighty Eight Crores only) (“Buyback Size”) being 22.35 % and 12.06% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company as at 31[st] March, 2024 respectively.

The Buyback Size does not include transaction costs viz. brokerage costs, fees, turnover charges, applicable taxes such as buyback tax, securities transaction tax, goods and services tax, stamp duty, etc., and expenses incurred or to be incurred for the buyback like filing fees payable to the Securities and Exchange Board of India (“SEBI”), advisors/legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses etc.

The buyback is proposed to be made from all of the equity shareholders / beneficial owners of the Company, including the promoters and members of the promoter group of the Company (as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011), who hold Equity Shares as of the record date (which shall be announced in due course), on a proportionate basis through the “tender offer” route, in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”) and the Companies Act, 2013, as amended and rules made thereunder.

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The Board has constituted a Buyback Committee and has delegated its powers to the Buyback Committee to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the proposed Buyback

The shareholding pattern as on 30[th] June, 2024 is enclosed as Annexure A.

The public announcement and the letter of offer setting out the process, timelines, and other requisite details will be released in due course in accordance with the Buyback Regulations.

Kindly take the same on record.

The Board Meeting commenced at 16:30 p.m. and concluded at 18:50 p.m.

Thanking you,

Yours truly

For KDDL Limited

SIGNBrahm Prakash Kumar Digitally signed by Brahm Prakash Kumar Date: 2024.07.09 19:03:56 +05'30'

Brahm Prakash Kumar Company Secretary

Annexure A

Shareholding pattern of the Company as on 30[th] June, 2024 is set out below:

Sr. No.	Shareholder Category	Pre-buyback	Pre-buyback	Post-buyback	Post-buyback
		No. of Equity Shares	% Shareholding	No. of Equity Shares	% Shareholding
1	Promoter and Promoter Group	62,95,271	50.21	Refer Note 1
2	Public	62,41,846	49.79
Total		1,25,37,117	100.00

Note -1: The detailed Post Buyback Shareholding category wise is not ascertainable as on date. However, Post Buyback Total No. of Shares in the Company will be 1,22,99,280 Equity Shares [Assuming that the response to the Buyback is to the extent of 100% (full acceptance)].

Digitally signed by Brahm Prakash Kumar Date: 2024.07.09 19:03:43 +05'30'

Brahm Prakash Kumar