Morganite Crucible (India) Limited , a leading manufacturer of crucibles, has announced its financial results for the second quarter and half-year ended September 30, 2025, along with several corporate governance updates.

Financial Performance

The company reported a mixed financial performance for Q2 FY2026:

For the half-year ended September 30, 2025:

Corporate Governance Updates

The Board of Directors approved several amendments and revisions to key policies:

1. Amended Terms of Reference and composition changes of the Audit Committee.
2. Revised Corporate Social Responsibility Policy.
3. Updated Insider Trading Policy.
4. Modified Nomination and Remuneration Policy.
5. Revised Risk Management Policy.
6. Updated Policy on Determination of Materiality of Event.
7. Revised Policy on Materiality of Related Party Transactions.
8. Updated Terms and conditions for appointment of Independent Directors.

These revisions align with recent amendments to the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Potential Ownership Change

On August 22, 2025, Morgan Advanced Materials plc, the ultimate holding company of Morganite Crucible (India) Ltd, entered into a Share Purchase Agreement with Vesuvius Plc. This agreement involves the divestment of Morgan's Molten Metal Systems business, which includes a 75% equity stake in Morganite Crucible (India), for an aggregate consideration of ₹65,394 lakhs.

The transaction will be executed through a share swap arrangement, with Foseco India Ltd (a Vesuvius Group entity) acquiring the 75% stake in Morganite Crucible (India) from its current promoters. In return, Foseco India will issue new equity shares to Morganite Crucible's promoters in an agreed ratio.

While in-principle approvals from the National Stock Exchange and Bombay Stock Exchange have been received, the transaction remains subject to the fulfillment of certain conditions outlined in the Share Purchase Agreement.

Investors and stakeholders should note that the current financial results continue to reflect Morganite Crucible (India)'s operations under Morgan Advanced Materials Plc, as the change in control has not yet been effected.

The company's board meeting, which approved these results and updates, commenced at 2:00 p.m. and concluded at 3:55 p.m. on November 11, 2025.

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.