Buy back of shares

You cannot do a direct, selective buy-back from only two shareholders due to the rule requiring proportional offers to all shareholders, nor can you exceed the 25% paid-up capital limit in a single financial year. To achieve the exit of these two shareholders, you must either use a proportional buy-back where the other four shareholders abstain (if the total is under 25%), execute a Selective Capital Reduction via NCLT approval (Section 66), or have the two individuals transfer their shares privately to the remaining shareholders.