Nitin Castings Limited board of directors has approved the voluntary delisting of its equity shares from BSE Limited following a comprehensive board meeting held on February 20, 2026. The meeting, which commenced at 5.00 p.m. (IST) and concluded at 11.40 p.m. (IST), addressed the delisting proposal initiated by the company's promoters through an Initial Public Announcement dated January 30, 2026.

Board Meeting Outcomes

The board unanimously approved several critical resolutions related to the delisting process:

Delisting Offer Structure

The voluntary delisting initiative is being led by promoters Mr. Nirmal Kedia, Mr. Nitin Kedia, and M/s. Citrus Castings Private Limited, who collectively hold 36,70,436 equity shares representing 71.39% of the paid-up capital. The promoters aim to acquire the remaining 14,70,894 equity shares (28.61%) held by public shareholders.

M/s. Navigant Corporate Advisors Limited serves as the Manager to the Offer, coordinating the delisting process under SEBI (Delisting of Equity Shares) Regulations, 2021.

Pricing and Valuation

The floor price for the delisting offer has been set at ₹273.36 per equity share, determined through a valuation report dated February 19, 2026, issued by Mr. Bhavesh M Rathod, Practicing Chartered Accountant and Registered Valuer. However, the final offer price will be determined through the reverse book building mechanism as prescribed under SEBI Delisting Regulations.

Compliance and Due Diligence

The board reviewed comprehensive compliance reports confirming that:

Shareholding Pattern

As of February 20, 2026, the company's shareholding structure shows:

Next Steps

The board has approved the draft postal ballot notice and appointed M/s. Kala Agarwal as scrutinizer to conduct the e-voting process. Shareholders will vote on the delisting proposal, with the process requiring approval under Regulation 11 of the SEBI Delisting Regulations.

The company's equity shares, each carrying a face value of ₹5, will remain listed on BSE Limited pending the outcome of the shareholder approval process and subsequent regulatory clearances.

Nitin Castings Limited has scheduled a board meeting for February 04, 2026, to consider matters related to the voluntary delisting proposal announced by its promoters. The company informed BSE Limited about the upcoming board meeting through a regulatory filing dated January 31, 2026.

Board Meeting Agenda and Key Matters

The board meeting will address several critical aspects of the delisting process initiated by the promoter group. The primary focus will be on the Initial Public Announcement issued by the appointed manager and related compliance requirements.

Delisting Proposal Background

The promoters have initiated a voluntary delisting proposal to acquire all publicly held equity shares and remove the company's listing from BSE Limited. The announcement follows the issuance of an Initial Public Announcement by Navigant Corporate Advisors Limited on January 30, 2026.

Professional Appointment and Compliance

The board will consider appointing a Peer-Reviewed Practicing Company Secretary to assist the company in the proposed delisting process and related compliances. This appointment reflects the company's commitment to ensuring proper regulatory adherence throughout the delisting procedure.

Regulatory Framework and Process

The delisting proposal operates under the SEBI (Delisting of Equity Shares) Regulations, 2021. The consideration will be determined through a reverse book building process, with the discovered price established at the level where eligible bids result in the acquirers' shareholding reaching 90% of the total issued equity shares.

The delisting proposal requires multiple approvals including board approval, special resolution by shareholders through postal ballot, and stock exchange approval from BSE Limited. The acquirers retain discretion to accept or reject the discovered price or make a counter-offer within two working days from the closure of the bidding period.