Morganite Crucible (India) Limited is set to undergo a significant ownership change as Foseco India Limited, a key player in the foundry industry, launches an open offer to acquire a controlling stake in the company. The offer has now received SEBI approval with pre-offer advertisements published on December 30, 2025.

Open Offer Details

Foseco India Limited, along with its promoters Foseco Overseas Limited, Vesuvius Holdings Limited, and Foseco (UK) Limited, has announced an open offer to acquire up to 1,400,000 equity shares, representing 25% of the voting share capital of Morganite Crucible (India) Limited. The offer is priced at ₹1,557.15 per share, with a total consideration of ₹218.00 crore, assuming full acceptance.

Regulatory Approval and Advertisement

SEBI has issued its approval through observation letter dated December 12, 2025, bearing reference SEBI/HO/CFD/CFD-RAC-DCR1/P/OW/2025/31130/1. Following this approval, the pre-offer advertisement and corrigendum to the Draft Public Statement was published on December 30, 2025, across multiple newspapers to ensure wide dissemination.

Transaction Structure

The open offer was triggered following a share purchase agreement where Foseco India agreed to acquire 4,200,000 equity shares (75% voting capital) from the existing promoters of Morganite Crucible India. This acquisition will be executed through a share swap arrangement, with Foseco India issuing 1,150,800 of its equity shares to the sellers via a preferential allotment. This issuance will constitute 15.27% of Foseco India's paid-up equity share capital post-allotment.

Strategic Implications

Upon completion of this transaction, Foseco India will gain control and become the promoter of Morganite Crucible India, while the current promoters will relinquish their promoter status. This move is expected to strengthen Foseco India's position in the foundry and crucible manufacturing sector.

Financial Highlights

Morganite Crucible (India) Limited reported a 4% increase in revenue from operations, totaling ₹17,419.00 lakhs. The company's operating profit (EBIDTA) stood at ₹4,860.00 lakhs, up from ₹4,458.00 lakhs in the previous period.

Regulatory Compliance

JM Financial Limited has been appointed as the manager to the offer and is coordinating the regulatory compliance process. The acquirer has stated that it does not intend to delist the target company. The transaction is being conducted in compliance with SEBI SAST Regulations and all necessary approvals have been obtained.

Morganite Crucible (India) Limited , a key player in the crucible manufacturing sector, has announced a postal ballot process to seek shareholder approval for significant board appointments and a company name change following its recent acquisition by Foseco India Limited.

Postal Ballot Schedule and Process

The company has issued a formal postal ballot notice under Regulation 44, with remote e-voting scheduled from December 30, 2025 (9:00 AM) to January 28, 2026 (5:00 PM). The cut-off date for eligible voting members is December 26, 2025, and results will be announced by January 30, 2026.

Ownership Transfer Background

The postal ballot follows the completion of a 75% stake transfer to Foseco India Limited on November 12, 2025. The transaction involved the transfer of 4.2 million equity shares from original promoters Morganite Crucible Limited and Morgan Terrassen B.V., transforming Morganite Crucible into a subsidiary of Foseco India.

Board Appointments for Shareholder Approval

The postal ballot seeks approval for seven key director appointments, all effective from November 12, 2025:

Non-Executive Directors:

• Manuel Antonio Delfino Aguilera (DIN: 11218693) - Non-Executive, Non-Independent Director
• Mark Collis (DIN: 10054384) - Non-Executive, Non-Independent Director
• Henry Knowles (DIN: 08751453) - Non-Executive, Non-Independent Director

Independent Directors (5-year terms):

• Amitabha Mukhopadhyay (DIN: 01806781) - Non-Executive Independent Director
• Rashmi Joshi (DIN: 06641898) - Non-Executive Independent Director

Executive Directors (5-year terms):

• Prasad Chavare (DIN: 08846863) - Managing Director
• Mohit Mangal (DIN: 03049572) - Whole-time Director

Special Resolutions

The postal ballot includes two special resolutions: continuation of Mr. Ulhas Narayanrao Gaoli as Non-Executive Independent Director (who will turn 75 in August 2026) and the proposed name change from "Morganite Crucible (India) Limited" to "Foseco Crucible (India) Limited."

Remuneration Structure

Notably, both executive directors (Prasad Chavare and Mohit Mangal) will receive their full remuneration from Foseco India Limited rather than from Morganite Crucible, reflecting the integrated operational structure post-acquisition.

Voting Process

Shareholders can vote through multiple channels including NSDL and CDSL platforms, with detailed instructions provided for both individual and institutional investors. The company has engaged MUFG Intime India Private Limited as the registrar and share transfer agent for the e-voting facility.

The postal ballot represents a crucial step in formalizing the governance structure following Foseco India's acquisition, ensuring regulatory compliance while transitioning to the new ownership structure.