Bluechip Tex proposes buyback at Rs130/share; size Rs3.25 crore

• Type of action: Buyback of fully paid-up equity shares via tender offer route
• Face value: Rs 10/- (Rupees Ten only) per equity share
• Buyback price: Rs 130/- (Rupees One Hundred Thirty only) per equity share, payable in cash
• Maximum buyback size (amount): Aggregate amount not exceeding Rs 3,25,00,000/- (Rupees Three Crore Twenty-five Lakh only), excluding expenses related to the buyback
• Maximum number of shares: Up to 2,50,000 equity shares
• Percentage of equity: Representing 12.69% of the total number of equity shares in the total paid up equity share capital of the Company as on March 31, 2026, as stated in the board's outcome letter; Annexure B also notes 12.69% of the total paid-up equity share capital of the Company as on September 30, 2026
• Reservation for small shareholders: 15% (fifteen percent) of the equity shares which the Company proposes to buy back, or the number of equity shares entitled as per the shareholding of small shareholders as on the Record Date, whichever is higher, shall be reserved for small shareholders, as per the board's outcome letter
• Regulatory basis: SEBI (Buy-Back of Securities) Regulations, 2018, as amended, and other applicable laws

The filing states that the buyback will be from "all shareholders/ beneficial owners of the Equity Shares of the Company, as on record date" on a proportionate basis. However, the Record Date has not yet been fixed.

The board's outcome letter clarifies that, pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9(i) of the Buyback Regulations, the Board of Directors "shall subsequently decide the Record Date for the purpose of determining the entitlement and the names of the equity shareholders who shall be eligible to participate in the aforesaid Buyback." This means eligibility will be based on holding Bluechip Tex equity shares in demat or physical form on that future Record Date, once announced.

The company also notes that the public announcement and other documents concerning the buyback, setting out the detailed process, record date, timelines and other requisite details, will be released in due course in accordance with the SEBI Buyback Regulations.

The buyback is not yet effective and is subject to shareholder approval:

• The buyback is subject to approval of the shareholders by means of a special resolution in the ensuing extra-ordinary general meeting.
• The 1st Extra Ordinary General Meeting (EGM) for the financial year ended 31st March, 2027 has been fixed for Wednesday, 2nd December, 2026 at 12.00 noon via Video Conference or Other Audio-Visual Means, as stated in the board's outcome letter.
• The notice of the EGM has been approved in draft form by the Board.

The board's outcome letter further records that the Board/Buyback Committee may, 1 (one) working day prior to the Record Date, increase the Buyback Price and decrease the number of equity shares proposed to be bought back, such that there is no change in the Buyback Size, in terms of Regulation 5(via) of the SEBI Buyback Regulations.

The Board has noted "the intention of the Promoters and members of the Promoter Group of the Company not to participate in the proposed Buy Back," as per the board's outcome letter.

To oversee the transaction, the Board has constituted a "Buyback Committee" and delegated powers to it to carry out all acts, deeds, matters and things in relation to the proposed buyback. As per the composition table in the board's outcome letter:

• Mr. Shahin Nand Khemani – Managing Director
• Mr. Rahul Ashok Khemani – Wholetime Director & CFO
• Mr. Siddharth Ashok Khemani – Non-Executive Director

Ms. Binita Sharad Gosalia, Company Secretary, has been appointed as the Compliance Officer for the proposed buyback, and Saffron Capital Advisors Private Limited has been appointed as the Manager to the Buyback.

Annexure B-1 to the filing provides the pre-buyback shareholding pattern of the company as on September 30, 2026:

• Promoters & Promoter Group along with persons acting in concert: 11 shareholders, holding 11,82,304 equity shares, representing 60.00% of the existing equity share capital
• Financial Institutions / Banks & Mutual Funds promoted by Banks / Institutions / AIFs / Insurance Companies: 1 shareholder, holding 1,100 equity shares, representing 0.06% of the existing equity share capital
• Others (Public, Public Bodies Corporate etc.): 3,372 shareholders, holding 7,87,096 equity shares, representing 39.94% of the existing equity share capital
• Total: 3,384 shareholders, holding 19,70,500 equity shares, representing 100.00% of the existing equity share capital

The filing notes that the post-buyback shareholding pattern will be ascertained following completion of the buyback, since the actual number of equity shares bought back and the category of shareholders from whom they will be bought back cannot be determined at this stage.