Nature of the Event

Voluntary delisting offer initiated by promoters Mr. Nirmal B Kedia (Acquirer-1), Mr. Nitin S Kedia (Acquirer-2), and Ms. Citrus Castings Private Limited (Acquirer-3) to acquire all equity shares from public shareholders and delist the company from BSE Limited.

Key Quantitative Figures

  • Current Promoter Holding: 36,70,436 equity shares (71.39% of paid-up capital)
  • Public Shareholding to be Acquired: 14,70,894 equity shares (28.61% of paid-up capital)
  • Face Value per Share: ₹5
  • Floor Price: ₹273.36 per equity share
  • Total Escrow Amount Deposited: ₹40,20,83,896 (more than 100% of estimated consideration at floor price)
  • Estimated Consideration at Floor Price: ₹40,20,83,583.84

Dates of Action

  • Initial Public Announcement: January 30, 2026
  • Board Approval Date: February 20, 2026
  • Shareholder Approval Date: March 29, 2026 (via postal ballot)
  • BSE In-principle Approval: July 23, 2026 (received at 19:23 IST)
  • Specified Date for Shareholder List: July 27, 2026
  • 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: Mr. Nirmal B Kedia, Mr. Nitin S Kedia, Citrus Castings Private Limited
  • Manager to Offer: Navigant Corporate Advisors Limited (SEBI Reg: INM000012243)
  • Registrar to Offer: MUFG Intime India Private Limited (SEBI Reg: INR000004058)
  • Buyer Broker: Allwin Securities Limited (SEBI Reg: 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 specific categories (custodian shares, employee trust shares, inactive shareholders)
  • Post-delisting Structure: Promoters would hold 100% of shares if all public shares are acquired
  • Compliance Cost Reduction: Elimination of ongoing listing-related compliance obligations and associated costs
  • Operational Flexibility: Expected increased flexibility in strategic decision-making

Capital Structure Impact

  • Pre-offer Capital: 51,41,330 equity shares of ₹5 each (₹2,57,06,650 paid-up capital)
  • Post-offer Capital: Same capital structure but with 100% promoter ownership if successful
  • Dilution Impact: No dilution - consolidation of ownership with promoters

Process and Methodology

  • Reverse Book Building: Through BSE's Acquisition Window Facility
  • Discovered Price Determination: Price at which promoter holding reaches 90%
  • Acquirer Options: Can accept Discovered Price, offer higher price, or make counter offer
  • Counter Offer Conditions: Possible if post-offer shareholding ≥75% and ≥50% public shares tendered
  • Physical Share Process: Specific documentation required including original certificates, transfer deeds, PAN copies
  • Settlement: Through stock exchange mechanism similar to secondary market trades

Financial Background of Acquirers (as of December 31, 2025)

  • Nirmal B Kedia: Net worth ₹3,977.99 Lacs, holds 4,63,924 shares (9.02%)
  • Nitin S Kedia: Net worth ₹4,692.00 Lacs, holds 5,51,472 shares (10.73%)
  • Citrus Castings Private Limited: Net worth ₹1.00 Lac, incorporated November 10, 2025

Company Financial Highlights (Audited)

  • FY2026 Revenue: ₹14,708.69 Lacs
  • FY2026 Net Profit: ₹1,062.94 Lacs
  • FY2026 EPS: ₹21.83
  • Book Value per Share (March 2026): ₹178.43
  • Net Worth (March 2026): ₹9,173.03 Lacs

Stock Market Data

  • 52-week High (FY2026): ₹745.00
  • 52-week Low (FY2026): ₹432.00
  • Average Price (FY2026): ₹571.59
  • Trading Turnover (2025): 1.56% of outstanding shares
  • Infrequently Traded: Classified as infrequently traded per SEBI (SAST) Regulations

Taxation Aspects

  • Resident Shareholders: No TDS deduction, responsibility for tax payment on capital gains
  • Non-resident Shareholders: Responsibility for Indian tax liability, may claim treaty benefits
  • STT Applicable: Securities Transaction Tax applicable on transfers through exchange mechanism
  • Post-delisting Status: Shares become unlisted, subject to different tax regime for future transfers

Documents Available for Inspection

  • Initial Public Announcement (January 30, 2026)
  • Valuation Report (February 19, 2026)
  • Board resolution (February 20, 2026)
  • Due Diligence Report and Audit Report (February 20, 2026)
  • Shareholder resolution results (March 30, 2026)
  • Escrow Agreement (March 30, 2026)
  • BSE in-principle approval (July 23, 2026)
  • Independent directors' recommendation (to be published by August 3, 2026)