VLS Finance Limited Buyback 2025
Company Background and Legacy
VLS Finance Limited, established in 1986 and based in New Delhi, is a listed financial services firm. It has gradually shifted from leasing to investment-focused operations with a conservative and research-driven approach.
Core Business Activities
The primary operations of VLS revolve around equity investments, both in listed and unlisted securities, along with stock-broking services delivered through its subsidiary, VLS Securities Ltd. The company also engages in corporate advisory, research, and consulting assignments, leveraging its expertise to support investor decision-making. Its investment philosophy is value-oriented, relying on deep fundamental research rather than aggressive risk-taking or leveraged strategies.
Governance and Management Approach
The company is led by a professional board with experience in finance and corporate governance. Management prioritizes cautious capital allocation supported by strong research, focusing on quality rather than rapid expansion.
Investment Perspective and Risks
For investors, VLS appears attractive due to its strong balance sheet and valuation below book value. However, slower profitability growth and limited scalability pose risks for those seeking aggressive returns.
Buy Back Offer Deal:
| Buyback Type: | Tender Offer |
| Buyback Record Date: | Dec 12 2025 |
| Buyback Opening Date: | Dec 18 2024 |
| Buyback Closing Date: | Dec 24 2025 |
| Buyback Offer Amount: | ₹ 99.99 |
| Date of Board Meeting approving the proposal: | Nov 25 2025 |
| Date of Public Announcement: | Nov 25 2025 |
| Buyback Offer Size: | 5.84% |
| Buyback Number of Shares: | 26,31,578 |
| FV: | 10 |
| Buyback Price: | ₹ 380 Per Equity Share |
Details of Buyback:
Salient financial parameters:
| Particulars (in cr) | Mar 2021 | Mar 2022 | Mar 2023 | Mar 2024 | Mar 2025 |
| Sales + | 222 | 232 | 84 | 409 | 101 |
| Expenses + | 14 | 21 | 22 | 26 | 45 |
| Operating Profit | 209 | 212 | 62 | 383 | 56 |
| OPM % | 94% | 91% | 74% | 94% | 55% |
| Other Income + | 0 | 0 | 0 | 9 | 7 |
| Interest | 0 | 0 | 0 | 0 | 0 |
| Depreciation | 1 | 1 | 4 | 6 | 4 |
| Profit before tax | 208 | 210 | 58 | 386 | 58 |
| Tax % | -7% | 0% | 4% | 16% | 21% |
| Net Profit + | 221 | 210 | 56 | 324 | 46 |
| EPS in Rs | 57.25 | 54.37 | 14.48 | 93.21 | 13.58 |
| Dividend Payout % | 3% | 3% | 0% | 3% | 11% |
How to Participate in buyback?
Profit from the buyback on the bases of acceptance Ratio:
| Acceptance Ratio | 33% | 50% | 75% | 100% |
| Amount Invested in Buyback | 159378 | 159378 | 159378 | 159378 |
| No. of Shares Buyback | 100 | 263 | 394 | 526 |
| Buyback Profit | 7700 | 20251 | 30338 | 40502 |
| Profit% | 4.83% | 12.71% | 19.04% | 25.41% |
67 Comments
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83% AR
in both category?
208/250 in Reserved
i can see subscription is not so high, expecting Good AR.
Will someone has expected AR calculation ? For both category
What are the subscription numbers can you please tell
Overall 1.9 times. Individuals 28 lacs shares approximately
i think the issue is overall 1.22 times subscribed not 1.9 times
So that means ar would be around 80%
I am preety sure retail AR will slightly be less than general AR… but both wont have much difference… overall, this will be a decent profit making buyback
83% AR
VLS Finance Buy back update:
ER for General Category reduced to 9.27%
ER for Retail Category: 9.40%
doesn’t matter because as said, *Member of the Promoter Group, VLS Capital Limited expressed their intention to participate and tender upto 1,00,00 (One Lakh) equity shares in the buyback. Any shortfall arising on account of non-tendering of Equity Shares by the said member of the Promoter Group up to their entitlement shall be allocated to the other eligible categories on a proportionate basis of their shareholding as on the Record Date*… now, that 1L shares kept aside is also open to general catrgory.. it reduces the ER but i feel will increase the final AR
I have 200 @333 with ER of 18 share, should I apply 18 share and rest sold in open market. Is it favourable?
i would suggest you to apply all 200… i dont think price will fall much post buyback… also, even if price fall, i expect a min 25% AR
Ok
Pretty Innovative thinking by the bankers to ensure Entitlement of Small Shareholders is Greater than Reserved Shareholders.
Aditya Ji, need your help … “The number of Equity Shares entitled as per their shareholding as on Record Date i.e., 42,00,433
/2,83,20,227) x 26,31,578 which works out to be 3,90,314 (Three Lakhs Ninety Thousand Three
Hundred and Fourteen) Equity Shares. All the outstanding Equity Shares excluding Shares held by
IEPF and shares held by Promoter Group who have not expressed their intention to participate in the
Buyback have been used for computing the Buy Back Entitlement of Small Shareholders.” – this is as per their offer document… they mention 2,83,20,227 as total number of shares excluding promotor shares who are not participating and IEPF shares… i feel this is wrong. After Excluding Promotor shares (1,75,91,936 + IEPF) , total shares should be around 1,64,18,307 not 2,83,20,227 . Can you please check once whether am in right.
if i am right, on the proportionate basis, Entitilement ratio for Retail category will be around 25%.
am i missing something ?
well gentlemen after your comment,I was abit confused as well so i did some digging and found what you missed and even i missed at first
See firstly
Promoter holding: 176,91,936(1,33,36,538 by VLS CAP)
A. Small retailer: 42,00,433(12.35% of the total ESC)
B. Others(INCLUDING PARTICIPATING PROMOTER): 241,19,794 (Inc.133,36,538 Shares of VLS capital)
Total A+B= 283,20,227
total buyback= 394,737(15%)+21,36,841(65%)
ER small: 394,737/42,00,433= 9.397%
shares in general: (241,19,794-133,36,538 of VLS CAP)= 107,83,256
ER general: 107,83,256/21,36,841=19.816%
The think that we missed was it is written “excluding the shares held by members of Promoter Group who have not expressed their intention to participate in the Buyback and shares held by Investor Education and Protection Fund” but VLS capital is a participating promoter so his shares are added in calculations. this is what you missed
Thank you so much Sir. This clarified how the entitlement would have calculated.
However, I still have a concern regarding the following wording in the offer document:
“RESOLVED FURTHER THAT the Board of Directors of the Company has noted the intention of VLS Capital Limited, being one of the members of the promoter group, that they would participate in the proposed buyback and had shown their intention to tender up to 1,00,000 (One Lakh) equity shares of the Company in the Buyback.”
Based on this, while calculating the entitlement, the Registrar should have considered only 1,00,000 shares from the promoter group for participation.
I have written to both the Registrar and the Manager to the Buyback seeking clarification. Let’s see how they respond. I will keep you posted.
Thank you once again for your prompt response—it clearly explained what has happened.
I donot think anything will change because maybe it is just the generally accepted way of doing it… also, they have set aside 1L equity shares meaning promoter will tender 1L share and all of it will be baught back by co… we donot generally see the buybacks where promoters participate so thats why we have confusion on how calculations are done… the bankers know it better than us.
Vls capital hold 39 percent equivalent to around 125 lakes. For which re will be 19 percent percent ie 25 lakes shares of which they will tender only 1 lakh shares so that is responsible for wrong calculation. I think so. Expert can correct me
Er not re
what they have done is out of 22,36,841shares of general category, 100000 shares is already kept aside for VLS CAPITAL… i think this is because promoter donot have any uncertaiinty regarding AR… promoter will tender 1L share and all will be accepted because they have amde a declaration that only 1L shares will be gone… if they participate via normal route, half of the buyback proceeds will go to them… thats why they did it this way
Aditya Sir, i got same response as you have explained . ” Computation of Reservation for Small Shareholders
As per record date of December 12, 2025 following is the scenario of eligible share capital:
Small Shareholder Category as on record date holding an aggregate of 42,00,433 equity shares.
The General Category shareholders includes Other than Small Shareholders including VLS Capitals Ltd., the promoter group who intends to participate in the present Buyback. Since one of the Promoter group intends to participate there shareholding i.e. 1,33,36,538 equity shares were included in General Category to arrive at Eligible shareholding who can validly tendered share under the Buyback. Accordingly, the total number of eligible equity shares, excluding shares held by the Investor Education and Protection Fund (IEPF) and Shares held by the Promoters who haven’t expressed their intention to participate, which are non-tenderable, was 2,83,20,227 equity shares. “
the match checks out so yeahh it makes sense… i have send them form 15G and even called them… lets see if they still deduct TDS
Aditya Ji,can you please elaborate how you send them 15g?
RETAIL ER 9.39%
GENERAL ER 19.81%
GENERAL ER MORE THAN RESERVED ER.. I SUSPECTED IT BEFORE… EXPECTING APROX 50% AR
I HAVE 780 QUANTITY IN ONE ACC GETTING ME IN GENERAQL CATEGORY AND 520 IN TWO OTHER ACCOUNTS GETTING ME IN RETAIL…
Pretty Interesting
Very nice. Who is Registrar to buyback?
manager New Berry Capitals Private Limited registrar RCMC Share Registry Private Limited
iu cannot fin anything in their website… i got this info from bse exchange filings
Did you check ER calculation in general category as per LOF ? I didnt get it
Done big mistake to buy 200qty at 333, in presumption that price may go upside.
Lately realised that I am on wrong side. Participate in buyback and book the loss.
it’s okay… even i buyed 550 quantity at 537 thinking price will go up… it really pushed up my average… lets wait for the AR
337*
Something wrong on Entitlement Ratio Calculation. I believe rule if proportionate basis ER is higher, then they should take that.
No error… promoter only participating upto 1L shares, 3.65% with IEPF which is ofc out of the book… 26% of company is with people having upto 20,000 shares… and because of good premium, retailers entered more… that is the reason… i expect the same to happen in NECLIFE
Where did you get this information from?
Did you get an email regarding ER? I still haven’t received one. Bought 750@315 wanting to be in general category.
i did get it today at 9:30AM… in the spam folder
Yup, it was in Spam. Tnx!
I think Nectar Life BB also ER will be higher in general category. But VLS has better margin of safety for shares not accepted in BB.
NECLIFE is very risky… because core business is sold off and company have nothing to do now… price is only holding up because of BB.. after record date, i think a 20-30% crash is coming… be careful and take positionjs as per your risk apetite
My Trade in VLS Finance. Bought 400 Shares at 307 and sold at 327. Did not wanted to take the risk of Acceptance and Unaccepted Shares.
Really appritiated because price got Plunged today…
got 1300 at avg of 306… lets see the AR and post bb pice…. ER last year was aprox 20% for both category but that bb was 9.8% this one is 5.84%… ER may go to 10-15%
Entitlement would be 16.1% which is (2631578/16318307=16.1%)
lets see… expectinf LOF by tuesday and bb open by Thursday… Payment by End Of Month
seems if it crosses, it is a loss for BB, we can sell in open market instead, but at the time our shares will be locked.
lets wait for tommorow
very unlikely… seeing the market conditions and that price have moved from 200 to 330 already
should be buy?? vls?? which buyback is best to particunow
this was the strongest company out of other buyback introduced… nureca BB lacked premium, NecLife is risky… Eclerx lacks premium and last year matrimony didnot give good AR… fairchem is decent… but all of these companies except eclerx are in a downtrend so it is good to participate and exit not hold the rest of the shares
i am waiting for fairchem to be 640 or self there would not even be 20% premium
i checked fairchem more throughly and founded co is very bad financials which makes this bb risky as well..
Nectar Lifesciences Ltd proposed a buyback for Rs81crore at Rs27 per share, an aggrigate of 13.38% of whole company, which promoters not participating at all… that means public which holds 54.37% of company give away 13.38%… good AR expected with a wooping 50% premium over CMP….record date being December 24, 2025… price will definately move tomorrow
Nureca buyback approved by board today @330 .
Only buyer no seller today
I am getting a feeling price may cross or may be near to 330.
Planning to participate in this BB, any inputs . should we wait for sometime till Dec 1 st week
experts please guide
Should we participate in retail category or general category ?
i have done it in both categories… let us see the AR… the promoter is going to tender 1L shares which will impact general AR… but, both AR might be somewhat near
What AR can we expect . Already at 300 plus , no sign of price coming down near 280 or 290. Missed the ranges. Will there be any benefit to join the bb now .
AR Depends upon the Participation by people. If participation is more AR would be less and vice-versa.
I have seen buyback where the size of the buyback was 19% and final acceptance was 42%. Also, there have been buybacks where size was 2.5% and acceptance was 100%.
the Board of Directors of the Company has noted intention of VLS Capital Limited, being one of the member of promoter group that they would participate in the proposed buyback and had shown their intention to tender upto 1,00,000 (One Lakh) Equity shares of the Company in the Buyback
What should be price range for buying. Already move 45% during ongoing buyback.
Okay
Last day to buy for Rightissue is 11.12.2025 means today. Good luck