Neelkanth Rockminerals Ltd

Board decisions

• Appointed M/s Bharat Khaniwal & Co as Secretarial Auditor for FY 2026-27.
• Appointed M/s Balaji V & Co as Internal Auditor for FY 2026-27.
• Durga Dhanwani resigns as Company Secretary & Compliance Officer, effective 30 Sep 2026, to strengthen compliance functions.

AGM Details

• AGM held 30 Sep 2026 at 10:00 AM, at registered office; concluded 10:55 AM.
• Mode: physical meeting with remote e-voting; e-voting window 27–29 Sep 2026.
• Scrutinizer appointed; remote and ballot voting conducted.

Resolutions

• Ordinary: Adoption of Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Appointment of Anil Sayarchand Kawar as Director (retiring by rotation).
• Special: Reappointment of Noratmal Kawar as Managing Director for three years; remuneration per Schedule V.
• Special: Board authorized to implement MD re-appointment and remuneration terms.

Voting Status

• Outcome of resolutions to be announced with Scrutinizer's report.

Directors & MD updates

• Anil Sayarchand Kawar to be re-appointed as Director (retiring by rotation).
• Noratmal Kawar reappointed as Managing Director for three-year term; remuneration increased.

Neelkanth Rock-Minerals Limited closes trading window from 1 October 2026 till 48 hours after the declaration of Un-Audited financial results for the quarter ended 30 September 2026

Open offer details

• Open offer for Neelkanth Rock-Minerals for 13,11,362 shares, representing 26% voting share.
• Offer price Rs 19.40 per equity share.
• Aggregate offer size Rs 2,54,40,422.80.
• Acquirer: Mr. Sesha Sai Nikhil Chintalapati.
• SPA holdings: 31,29,951 shares (62.06%).
• Post-offer holding: 88.05% (44,41,313 shares).
• Payment completion and acceptance date: 10 Sep 2026.

Financials

• Revenue from operations: 0; total revenue: 64.41 Lakhs for FY2025-26.
• Profit after tax: 22.72 Lakhs, up from 19.55 Lakhs last year.
• EPS: 0.45 Rs per share.
• Total assets: 855.14 Lakhs; equity 827.69 Lakhs.
• Loans and advances: 427.11 Lakhs; down from 757.37.
• Net cash from operating activities: negative 434.71 Lakhs.
• Dematerialisation: 86.51% of equity.

Dividends & capital

• Dividend: not recommended.
• Paid-up capital: 504.37 Lakhs; Authorized capital: 550.00 Lakhs.
• Promoter shareholding: 62.06%.

Governance & board

• MD Noratmal Kawar reappointed for 3 years (Mar 2026–Mar 2029).
• Independent Directors appointed 30.09.2025: Javerilal Nahar and Sumit Chhajer.
• Board meetings held: Eight in FY2025-26; attendance high.
• Audit Committee chaired by Sumit Chhajer; members include Javerilal Nahar and Anil Kawar.
• Three board committees: Audit, Nomination & Remuneration, Stakeholders.
• Loans to related party Plastene Flexibles Limited: 100 Lakhs; balance 185.90 Lakhs.
• MD and Director relations: Noratmal Kawar is brother of Anil Kawar.

Operations & strategic developments

• Unit closure challenges; exploring alternate avenues to operate.
• Takeover/open offer in progress.
• Single-segment operations; no subsidiaries.

Audit, controls & compliance

• Internal Auditor: not appointed; in process.
• Secretarial Audit: SKJ & Associates; SDD installed; 100% promoter dematerialised.
• Auditor's report: no fraud reported; internal controls adequate and operating effectively.
• Company complies with SEBI LODR and applicable laws.

Shareholder information

• AGM: 38th AGM on 30 Sep 2026 at 10:00 AM.
• Record date: 23 Sep 2026.
• Stock exchange: BSE; Scrip code 531049.
• Registrar & Transfer Agent: MUFG Intime India Private Limited.
• Promoters hold 62.06%; 86.51% dematerialised as of 31 Mar 2026.

Outlook & risks

• Currency fluctuations and regulatory changes could affect operations.
• Ongoing takeover dynamics may impact going concern and capital structure.

Open Offer Details

• Target company is Neelkanth Rock-Minerals Ltd.
• Open Offer Opening Public Announcement published on August 17, 2026.
• Regulatory basis: SEBI SAST Regulations, Regulation 18(7), 2011.
• Newspaper publications: Business Standard English/Hindi, Navshakti Marathi, Prabhat Abhinandan Hindi.
• Newspaper clipping of the Offer Opening Public Announcement enclosed.

Financial results and audit

• Unaudited standalone quarterly results for quarter ended 30 June 2026 approved.
• Total income ₹8.83 lakh; revenue from operations nil.
• Profit after tax ₹3.71 lakh.
• Basic/diluted EPS ₹0.07 for continuing operations.
• Single reportable segment: Granite and other materials.
• Auditor's review: unmodified conclusion.
• Board approved the results following Audit Committee's recommendation.

IDC open offer recommendation

• IDC recommends an open offer to Neelkanth Rockminerals' public shareholders under Reg 26(7) SEBI SAST.
• Recommendations signed by IDC chair and published Aug 14, 2026 in four newspapers.
• Newspapers: Business Standard English/Hindi, Navshakti Marathi (Mumbai), Nava Telangana Telugu (Hyderabad).
• Newspaper clipping attached; process related to the open offer; records to be updated.
• Issuer: Neelkanth Rockminerals Ltd; Scrip code 531049.

Offer overview

• Open Offer to acquire up to 13,11,362 equity shares (26% voting) at ₹19.40 per share.
• Total offer size: ₹2,54,40,422.80; not conditional; 1-share market lot; no minimum acceptance.
• Promoter SPA transfers 62.06% promoter stake; post-offer acquirer holding about 88.06%.
• Identified date 04 Aug 2026; offer opens 18 Aug 2026; closes 01 Sep 2026.

Transaction financing & governance

• Total SPA consideration ₹6,07,21,049.40; Earnest Money ₹2.00 crore already paid.
• Escrow: ₹75 lakh with Yes Bank; escrow to fund offer obligations.
• Acquirer: Mr. Sesha Sai Nikhil Chintalapati; net worth ₹4,686 lakh; not part of a group.
• Objective: diversify into AI; post-closing board changes; Independent Director committee to recommend.

Target company snapshot

• Target not currently operating; income from other sources; paid-up capital ₹5.0437 crore.
• Listed on BSE as NEELKAN (531049); board includes Noratmal Kawar and Anil Kawar.

Meeting Details

• Date of meeting: 14 August 2026.
• Purpose: consider unaudited Q1 FY2026 results.
• Venue: registered office.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended 30 June 2026.

Other Notes

• Trading window closed up to 48 hours after financial results announcement.