The Committee of Independent Directors (IDC) of Nitin Castings Limited has reviewed and recommended the voluntary delisting offer made by its promoter group, paving the way for public shareholders to exit at a floor price of ₹273.36 per equity share. The acquirers — Mr. Nirmal B. Kedia, Mr. Nitin S. Kedia, and M/s. Citrus Castings Private Limited — aim to acquire up to 14,70,894 shares, representing 28.61% of the paid-up capital held by public shareholders. This recommendation, finalized on August 1, 2026, ensures that the exit price will be determined through a reverse book-building process, offering public investors a fair valuation based on market discovery rather than a fixed price.

The IDC’s decision follows a comprehensive review of the Delisting Offer in accordance with Regulation 28 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. The committee, comprising Chintan Tarun Rambhia (Chairman), Preethi Anand, and Meghna Makda, unanimously approved the recommendation after assessing the fairness and reasonableness of the offer. Copies of the recommendation were furnished to BSE Limited and Navigant Corporate Advisors Limited, the Manager to the Delisting Offer, on August 3, 2026, alongside publications in newspapers including Financial Express, Jansatta, and Pratahkal.

Key Offer Details and Timeline

The delisting process will be executed via the Acquisition Window Facility on BSE. Public shareholders may tender their shares at or above the floor price of ₹273.36. The final exit price will be determined by the discovered price during the bid period, subject to acquirer acceptance or counter-offer mechanisms under SEBI regulations.

Financial Context and Valuation

The floor price of ₹273.36 was determined by independent registered valuer Mr. Bhavesh M. Rathod, reflecting the highest value among applicable parameters for infrequently traded shares. This valuation exceeds the adjusted book value of ₹210.03 per share. Nitin Castings reported a net profit after tax of ₹1,062.94 lakh for FY26, down from ₹1,241.21 lakh in FY25. Revenue from operations stood at ₹14,708.69 lakh in FY26, compared to ₹15,057.38 lakh in FY25. The company’s net worth increased to ₹9,173.03 lakh as of March 31, 2026.

Process for Shareholders

Public shareholders holding dematerialized shares must tender bids through their registered stock brokers during normal trading hours. Physical shareholders must submit original share certificates and transfer deeds to the Registrar to the Offer, MUFG Intime India Private Limited, before the bid closing date. Bids can be revised upwards or withdrawn until August 10, 2026; downward revisions are not permitted. If the discovered price is accepted, payment is proposed for August 13, 2026; if higher, payment is scheduled for August 20, 2026.

Nitin Castings Limited has appointed Ms. Meghna Vihang Makda as an Additional Director (Non-Executive - Independent), effective July 25, 2026. The Board of Directors approved the appointment during a meeting held on July 25, 2026, following a recommendation from the Nomination and Remuneration Committee. This addition to the Board strengthens the company’s governance structure with a director possessing significant expertise in financial advisory and regulatory compliance.

The appointment is subject to shareholder approval. Ms. Makda’s term is fixed for five years, commencing from July 25, 2026. The Board confirmed that she meets the independence criteria prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. She is not debarred from holding office by any order from SEBI or other authorities.

Ms. Makda is a Fellow Chartered Accountant with over 10 years of experience in corporate and financial advisory, audit, taxation, compliance, fundraising, valuation, and due diligence. She has extensive experience advising large and mid-sized organizations on financial and regulatory matters. Currently, she serves as an Independent Director on the Board of another listed company. The disclosure states that she has no associations with any existing directors of Nitin Castings Limited.

Appointment Details

Regulatory Compliance

The company made this disclosure pursuant to Regulation 30 read with Schedule III of the SEBI LODR Regulations. The filing also references SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The Board meeting commenced at 05:30 PM and concluded at 06:00 PM on July 25, 2026.