Nucleus Software Buyback 2024 vs Technocraft Industries Buyback 2024

The current Buyback is a capital allocation decision taken to seek a fairer valuation of the Company's stock while improving the Company's Return on Equity and increasing shareholder value in the longer term. The Buyback is being undertaken by the Company after taking into account the strategic and operational cash needs of the Company in the medium term and thereby returning surplus funds to the equity shareholders, which are over and above its ordinary capital requirements and over any current investment plans, in an expedient, effective and cost-efficient manner. The Buyback is being undertaken for the following reasons:

• The Buyback will help the Company to distribute surplus cash to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to shareholders
• The Buyback, which is being implemented through the tender offer route as prescribed under the Buyback Regulations, would involve a reservation of up to 15% of the Buyback Size for small shareholders. The Company believes that this reservation of up to 15% for small shareholders would benefit a large number of public shareholders, who would get classified as "Small Shareholders" as defined in the Buyback Regulations;
• The Buyback would help in improving financial ratios like earnings per share and return on equity, by reducing the equity base of the Company; and
• The Buyback gives an option to the Eligible Sellers to either choose to participate in the Buyback and receive cash instead of their Equity Shares which are accepted under the Buyback or choose not to participate in the Buyback and get a resultant increase in their percentage shareholding in the Company post the Buyback, without additional investment as a result of decrease in the paid-up Equity Share Capital.

The Buy-Back is being undertaken, inter-alia, for the following reasons:

1. The buyback will help the company to return the surplus cash to its members.
2. The buyback is expected to improve return on equity through cash distribution and earnings per share by reducing the equity base; thereby increasing the long-term shareholder's value.
3. The buyback gives an option to the shareholders holding equity shares of the company, either to sell their equity shares and receive cash or not to sell their equity shares and get a resultant increase in their percentage shareholding, post the buyback offer, without additional investment.
4. The buyback, which is being implemented through the tender offer as prescribed under the buyback regulations, would involve a minimum reservation of 15% for small shareholders and allocation of a higher number of shares as per their entitlement or 15% of the number of shares to be bought back, reserved for the small shareholders. The company believes that this reservation for small shareholders would benefit many public shareholders, who would be classified as small shareholders.