Nitin Castings Limited has received overwhelming shareholder approval for its voluntary delisting proposal through a postal ballot conducted exclusively via remote e-voting. The scrutinizer's report, submitted by practicing company secretary Kala Agarwal on March 30, 2026, confirms that the special resolution has been passed with the requisite majority under both the Companies Act, 2013 and SEBI Delisting Regulations.

Voting Results and Compliance

The postal ballot results demonstrate strong shareholder support for the delisting proposal. The voting pattern clearly indicates minimal opposition to the company's strategic decision.

Regulatory Compliance Achievement

The resolution successfully met the stringent requirements under multiple regulatory frameworks. Under Section 114(2)(c) of the Companies Act, 2013, the 45,59,910 votes in favor significantly exceeded the requirement of being more than three times the opposing votes of 1720.

Additionally, the proposal satisfied SEBI Delisting Regulations under Regulation 11(4), where public shareholders cast 8,89,474 votes in favor, which is more than two times the 1720 votes cast against by public shareholders.

E-voting Process Details

The remote e-voting facility was provided through National Securities Depository Limited (NSDL) platform. Key process parameters included:

• Cut-off Date: February 20, 2026
• Voting Period: February 28, 2026 (09:00 a.m. IST) to March 29, 2026 (05:00 p.m. IST)
• Vote Unblocking: March 30, 2026
• Scrutinizer: Kala Agarwal, Practicing Company Secretary (COP-5356, FCS No-5976)

Corporate Governance Framework

The postal ballot was conducted in accordance with Section 108 and 110 of the Companies Act, 2013, along with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014. The process also complied with various MCA circulars, including the latest Circular No. 03/2025 dated September 22, 2025.

Shareholders holding equity shares with a face value of ₹5 each, either in physical or dematerialized form as on the cut-off date, were entitled to participate in the voting process. The scrutinizer has confirmed maintenance of all electronic records received from NSDL and will transfer relevant documentation to the company secretary for safekeeping following the chairman's signature on the minutes.

Nitin Castings Limited has initiated the voluntary delisting process by sending a postal ballot notice to shareholders on February 27, 2026, seeking approval for the delisting of its equity shares from BSE Limited. The company's board of directors approved the delisting proposal on February 20, 2026, following receipt of an Initial Public Announcement from the promoter group.

Delisting Proposal Details

The voluntary delisting proposal is being made by the company's promoter group, comprising Mr. Nirmal Kedia (Acquirer-1), Mr. Nitin Kedia (Acquirer-2), and M/s. Citrus Castings Private Limited (Acquirer-3). The promoters intend to acquire all equity shares held by public shareholders and subsequently delist the company's shares from BSE.

Current Shareholding Structure

As per the Initial Public Announcement dated January 30, 2026, the current shareholding pattern reflects a clear promoter majority with significant public participation.

Rationale for Delisting

The promoters have outlined several strategic reasons for the proposed delisting:

• Complete Ownership: The delisting will enable the promoter group to obtain full ownership of the company, providing increased operational flexibility and facilitating strategic decision-making
• Public Shareholder Exit Opportunity: The proposal offers public shareholders an opportunity to exit at a price determined through the reverse book building process, providing immediate liquidity
• Reduced Compliance Costs: Delisting will eliminate ongoing listing-related compliance obligations and associated costs, freeing up management resources for core business operations

Regulatory Compliance and Approval Process

The company has appointed M/s. Kala Agarwal, Company Secretaries, Mumbai, as the peer review company secretary under Regulation 10(2) of the SEBI Delisting Regulations. The peer review company secretary issued its due diligence report on February 20, 2026, which was considered by the board along with the audit report.

The board has certified compliance with applicable securities laws and confirmed that the delisting offer is in the interest of shareholders. Ms. Kala Agarwal, Practicing Company Secretary (Membership Number F5976), has been appointed as the scrutinizer for the postal ballot process.

Voting Process and Timeline

Shareholders can participate in the postal ballot exclusively through remote e-voting via NSDL's electronic platform. The voting process will be conducted entirely in electronic mode, with notices sent to shareholders whose email addresses are registered with the company or depositories.

Key Voting Details:

• Commencement: Saturday, February 28, 2026, at 9:00 a.m. (IST)
• End: Sunday, March 29, 2026, at 5:00 p.m. (IST)
• Resolution Type: Special Resolution
• Approval Requirement: Votes cast by public shareholders in favor must be at least two times the votes cast against

Price Discovery Mechanism

The final exit offer price will be determined through a reverse book building process as specified in the SEBI Delisting Regulations. Public shareholders can tender their shares at the floor price of ₹273.36 or any higher price they deem appropriate. The discovered price will be the price at which the promoters' shareholding reaches 90% of the total issued equity shares.

If the delisting is successful, remaining public shareholders who do not tender their shares will have the option to exit within one year from the delisting date at the same price at which shares were delisted.