Nitin Castings Ltd

Financial performance

• Revenue from operations: Rs 2,746.60 Lakhs; Total Income: Rs 3,006.67 Lakhs.
• Total Expenditure: Rs 2,665.41 Lakhs; Profit before tax: Rs 347.26 Lakhs.
• Tax: Rs 73.73 Lakhs; Net profit after tax: Rs 29.49 Lakhs.
• EPS (basic/diluted): Rs 5.20 for the quarter.
• Cost of materials consumed: Rs 1,592.22 Lakhs; Employees' benefits expense: Rs 335.39 Lakhs.

Governance/operational updates

• Approved appointment of NKJ & Associates as Cost Auditor for FY 2026-27; appointment date 14 Aug 2026; term FY 2026-27.

Delisting outcome

• Delisting offer failed; Discovered price Rs 300 per share rejected by Acquirers.
• Floor price Rs 273.36; 9,08,978 shares tendered across 181 bids.
• Discovered price higher than floor; Acquirers not obligated to accept; delisting deemed failed.
• Lien on tendered shares released; no final delisting within six months.
• LOF, Bid Forms dispatched to public shareholders by Aug 27, 2026.
• Acquirers will not acquire tendered shares; listing will continue on BSE.
• 6-month moratorium before any new delisting offer.

Delisting outcome

• 🗓️ Delisting opened 05 Aug 2026; closed 11 Aug 2026.
• 📊 Floor price Rs 273.36; discovered price Rs 300 per equity share.
• 📦 Delisting offer size 14,70,894 shares; total bids 7,53,984; 9 successful bids.
• 📈 Shares above discovered price: 1,54,994 shares across 172 bids.
• 🗃️ Post-offer promoter stake 90.73% of remaining shares; 86.06% of total issued.
• Remaining shares after offer: 48,76,596; minimum 90% of remaining: 43,88,937 shares.
• Pre-delisting promoter holding: 36,70,436 shares; 71.39% of issued; 75.27% of remaining.
• No physical shares tendered; payments to successful bidders per Reg 24.
• Delisting deemed successful under Reg 21 if Rs 300 exit price is accepted; payments to bidders per Regulations.

Delisting outcome and metrics

• Delisting offer opened Aug 5, 2026 and closed Aug 11, 2026.
• Offer size: 14,70,894 equity shares; floor price Rs 273.36.
• Discovered price Rs 300 per share; 7,53,984 shares bid across 9 bids.
• Post-offer promoter holding: 44,24,420 shares, 86.06% of issued equity.
• Post-offer promoter stake: 90.73% of remaining shares.
• Total issued equity shares: 51,41,330; remaining shares: 48,76,596; minimum required: 43,88,937.
• No physical shares tendered; delisting considered successful under Regulation 21.
• Custodian overseas DRs: Nil; IEPF transfer: 76,150 shares.
• Payment to successful bidders will follow Regulation 24 if price is accepted.
• Public announcements will be issued under Regulations 17(4) and 22(4A).

Meeting Details

• Date: 14 August 2026; Time: not disclosed; Location: Registered office, Nitin Castings Ltd.

Key Agenda Items

• Approve Standalone Un-audited Financial Results for quarter ended June 30, 2026.
• Appointment of NKJ & Associates as Cost Auditor for FY 2026-27; audit fees to be finalized at AGM.
• Any other business with Chair's consent and majority directors including at least one Independent Director.

Other Notes

• Trading window closure period mentioned; specifics are not detailed.

Delisting Overview

• LOF dated July 27, 2026; Acquirers: Nirmal B. Kedia, Nitin S. Kedia, Citrus Castings Private Limited.
• Offer price Rs 273.36 per share; Floor price Rs 273.36 per share.
• Offer Shares: 14,70,894 (28.61% public) via reverse book building.

Timeline & Approvals

• Bid open: Aug 5, 2026; bid close: Aug 11, 2026; Acquisition Window via BSE; Buyer Broker: Allwin.
• In-principle BSE delisting approval dated July 23, 2026; timelines anchored to July 24, 2026.
• Postal ballot approval by Public Shareholders on Mar 29, 2026; results: 8,89,474 in favour vs 1,720 against.

Financing & Ownership

• Escrow Amount: approximately ₹40.21 crore; Escrow Bank: ICICI Bank.
• Initial cash deposit: ₹10.05 crore (25%); total deposited exceeds Escrow Amount.
• Likely post-delisting: Promoter Group 51.64%, Acquirers 48.36%.
• Current public shareholding 28.61%; post-delisting public holding expected to be 0% (assuming full tender).

Delisting offer overview

• Voluntary delisting of Nitin Castings Ltd from BSE under SEBI Delisting Regulations.
• Acquirers: Nirmal B. Kedia, Nitin S. Kedia, Citrus Castings Pvt Ltd; offer price Rs 273.36 per share.
• Offer size: 14,70,894 shares (28.61% of total equity).
• Floor price Rs 273.36; discovered price to be determined via reverse book building.
• Minimum acceptance: promoter/group ≥75%; public tender ≥50%.
• Escrow Rs 40.208 Cr; 25% deposited initially; total deposits exceed escrow amount.
• Bid window: Aug 5–11, 2026 via Acquisition Window.

Governance and regulatory context

• Promoter group pre-delisting holding 71.39%; Acquirers 19.75%.
• Post-delisting, promoter group could hold 100% if all public shares tendered.
• Board approval Feb 20, 2026; postal ballot Mar 29, 2026; BSE in-principle approval Jul 23, 2026.

Delisting review committee

• Board formed a Committee of Independent Directors to review the voluntary delisting offer.
• Committee to provide reasoned recommendations under SEBI Delisting Regulations.
• Independent Director Nitin Shantikumar Kedia named as committee member.
• DPA and public announcements relate to the delisting proposal dated July 27, 2026.

Delisting offer overview

• Voluntary delisting of equity shares of ₹5 face value from BSE under SEBI Delisting Regulations.
• DPA dated July 24, 2026 issued by Navigant Corporate Advisors Limited.
• Acquirers: Nirmal B. Kedia, Nitin S. Kedia, Citrus Castings Private Limited.
• Manager to the Delisting Offer: Navigant Corporate Advisors Limited.
• IPA dated January 30, 2026 announcing delisting intent.
• BSE in-principle approval dated July 23, 2026.
• Newspaper advertisements published July 27, 2026: Financial Express, Jansatta, Pratahkal.