Key Quantitative Figures
- Floor Price: ₹273.36 per equity share of face value ₹5 each
- Offer Shares: 14,70,894 equity shares (28.61% of paid-up equity capital)
- Current Promoter Holding: 36,70,436 shares (71.39% of equity capital)
- Acquirers' Individual Holdings:
- Nirmal B Kedia: 4,63,924 shares (9.02%)
- Nitin S Kedia: 5,51,472 shares (10.73%)
- Citrus Castings Private Limited: 0 shares (0%)
- Escrow Amount: ₹40,20,83,583.84 (100% of estimated consideration at floor price)
- Paid-up Equity Capital: ₹2,57,06,650 consisting of 51,41,330 equity shares
Dates of Action
- Initial Public Announcement: January 30, 2026
- Board Approval Date: February 20, 2026
- Shareholder Approval Date: March 29, 2026 (postal ballot)
- BSE In-principle Approval: July 23, 2026 (received at 19:23 IST)
- Specified Date: July 27, 2026 (for determining public shareholders)
- Bid Opening Date: August 5, 2026
- Bid Closing Date: August 11, 2026
- Last Date for Revision/Withdrawal: August 10, 2026
- Payment Date if Discovered Price = Floor Price: August 13, 2026
- Payment Date if Discovered Price > Floor Price: August 20, 2026
Parties Involved
Acquirers/Promoters:
- Mr. Nirmal B Kedia (Acquirer-1)
- Mr. Nitin S Kedia (Acquirer-2)
- Citrus Castings Private Limited (Acquirer-3)
Professional Parties:
- Manager to Offer: Navigant Corporate Advisors Limited (SEBI Reg No: INM000012243)
- Registrar to Offer: MUFG Intime India Private Limited (SEBI Reg No: INR000004058)
- Buyer Broker: Allwin Securities Limited (SEBI Reg No: INZ000239635)
- Escrow Bank: ICICI Bank Limited
- Company Secretary: M/s Kala Agarwal, Practicing Company Secretary
- Registered Valuer: Mr. Bhavesh M Rathod (IBBI/RV/06/2019/10708)
Financial and Operational Impact
- Success Condition: Promoter shareholding must reach 90% of equity capital excluding specified categories
- Exit Window: 1-year period post-delisting for residual public shareholders to offer shares at exit price
- Listing Moratorium: No application for listing for 3 years from delisting date
- Cost Impact: Elimination of ongoing listing-related compliance obligations and associated costs
Capital Structure Impact
- Pre-delisting Capital: 51,41,330 equity shares
- Post-delisting Capital (if successful): 51,41,330 equity shares (100% promoter holding)
- Dilution: No dilution - acquisition of public shares
Rationale and Purpose
- Obtain full ownership for increased operational flexibility
- Facilitate strategic decision-making
- Support long-term business objectives
- Provide exit opportunity to public shareholders at market-determined price
- Eliminate listing compliance costs and reduce administrative requirements
Process and Methodology
- Mechanism: Reverse book building through Acquisition Window Facility on BSE
- Price Determination: Discovered price through reverse book building process
- Counter Offer: Acquirers may make counter offer if certain conditions met
- Settlement: Through stock exchange mechanism similar to secondary market trades
Financial Capacity
- Acquirers have certified adequate resources to implement delisting offer
- 100% escrow amount already deposited with ICICI Bank
- Net worth certificates provided for all acquirers
Taxation Aspects
- Capital gains tax implications for shareholders
- STT applicable on transfer through stock exchange mechanism
- No TDS deduction for resident shareholders
- Non-resident shareholders responsible for own tax compliance
Risk Factors
- Delisting offer may be delayed beyond schedule
- No assurance on future financial performance of company
- Subject to completion risks applicable to similar transactions
- Acquirers not bound to accept discovered price if higher than floor price
Documents Available for Inspection
- Initial Public Announcement, Valuation Report, Board resolutions
- Due Diligence Report, Audit Report, Shareholder approval documents
- Escrow Agreement, BSE in-principle approval
- Independent directors' recommendation (to be published)