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.

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.