Nitin Castings Limited has announced that its 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, made on January 31, 2026, follows the issuance of an Initial Public Announcement by the appointed manager on January 30, 2026.

Promoter Group and Shareholding Structure

The delisting proposal has been initiated by three key promoter entities working collectively to acquire complete ownership of the company.

Delisting Offer Structure

Navigant Corporate Advisors Limited, a SEBI-registered Category I Merchant Banker, has been appointed as the Manager to the Delisting Offer. The offer targets the acquisition of all equity shares held by public shareholders through a structured process.

Pricing Mechanism and Process

The consideration for the delisting offer will be determined through a reverse book building process as specified under Schedule II of the SEBI Delisting Regulations. The discovered price will be established at the level where eligible bids result in the acquirers' shareholding reaching 90% of the total issued equity shares of the company, excluding specific categories of shares such as those held by custodians, employee benefit trusts, and inactive shareholders.

The floor price will be determined in accordance with Regulation 20 of the SEBI Delisting Regulations read with Regulation 8 of the SEBI (SAST) Regulations. The acquirers retain sole discretion to accept or reject the discovered price or make a counter-offer within two working days from the closure of the bidding period.

Regulatory Approvals and Conditions

The delisting proposal is subject to multiple regulatory and shareholder approvals that must be obtained before completion.

Key Conditions:

• Board of Directors approval in accordance with Regulation 10 of SEBI Delisting Regulations
• Special resolution approval by shareholders through postal ballot
• Public shareholder votes in favor must be at least twice the votes against
• Stock exchange approval from BSE Limited
• Receipt of sufficient valid tenders to make the offer successful
• Acceptance of discovered price by acquirers or counter-offer submission

Strategic Rationale

The promoters have outlined several strategic reasons for pursuing the voluntary delisting. Complete ownership is expected to provide increased operational flexibility and facilitate strategic decision-making to support long-term business objectives. The delisting will also eliminate ongoing listing-related compliance obligations and associated costs, freeing up management time and resources for core business operations.

For public shareholders, the delisting proposal provides an opportunity to exit their investment at a price determined through the regulatory framework, offering immediate liquidity. The acquirers have confirmed firm financial arrangements are in place to fulfill payment obligations under the delisting offer and have provided undertakings regarding no sale of equity shares during the six months prior to the announcement date.

Nitin Castings Limited , a manufacturer of alloy steel castings, has announced its unaudited financial results for the second quarter and half-year ended September 30, 2025. The company experienced a decline in both revenue and profitability compared to the same period last year.

Financial Performance

The company reported the following key financial metrics for Q2 FY2026:

The total income for the quarter stood at Rs. 3,688.35 lakhs, representing a decrease of 3.88% from Rs. 3,837.06 lakhs in the corresponding quarter of the previous year.

Profitability

Nitin Castings experienced a significant drop in profitability during the quarter. The profit after tax (PAT) decreased by 74.01% to Rs. 148.32 lakhs, compared to Rs. 570.59 lakhs in Q2 FY2025.

The company's earnings per share (EPS) also reflected this downturn, decreasing from Rs. 11.10 in Q2 FY2025 to Rs. 2.88 in Q2 FY2026, a decline of 74.05%.

Half-Year Performance

For the half-year ended September 30, 2025, Nitin Castings reported:

The half-yearly results also show a decline across all major financial parameters.

Balance Sheet Highlights

As of September 30, 2025, Nitin Castings reported:

• Total Assets: Rs. 14,693.54 lakhs
• Total Equity: Rs. 8,822.49 lakhs
• Current Assets: Rs. 11,222.14 lakhs
• Current Liabilities: Rs. 5,382.62 lakhs

Cash Flow

For the half-year ended September 30, 2025, the company reported:

• Net Cash flow from Operating Activities: Rs. 442.81 lakhs
• Net Cash flow from Investing Activities: Rs. (546.50) lakhs
• Net Cash flow from Financing Activities: Rs. 106.78 lakhs

The positive operating cash flow, despite the decline in profits, suggests that the company is managing its working capital effectively.

Conclusion

Nitin Castings Limited faces challenges as evidenced by the decline in revenue and profitability in Q2 FY2026. The financial results indicate a downturn in the company's performance compared to the previous year.