National Fittings Ltd

Land acquisition update

• The company entered into two MoUs on Oct 13, 2026 to acquire land near its Vadodara facility.
• Land size is approximately 4.5 acres (19,020 square meters) adjoining the current leased premises.
• Location: R. S. 314/315, Khakariya Road, Mudhela Village, Savli Taluka, Vadodara District, Gujarat.
• Land cost is about Rs 4.65 crores, funded from internal accruals.
• Board approval was obtained via Circular Resolution 1/26-27 dated 13 October 2026.
• The acquisition is intended to support expansion of the company's manufacturing facility.

AGM Details

• Date: 16 September 2026; Time: 10:30 AM; Mode: VC/OAVM.
• Remote e-voting period: 13-15 September 2026.

Resolutions

• Receive, consider and adopt Audited Financial Statements for 2025-26; Directors' and Auditor's Reports.
• Declare a dividend on equity shares for FY 2025-26.
• Appointment of a director to replace the retiring director; eligible for appointment.

Voting Results

• All resolutions passed; near-unanimous support with ~99.99% in favour, ~0.01% against.

Dividend

• Dividend declared on equity shares for FY 2025-26; per-share amount not disclosed.

Director Changes

• Director appointment to fill retirement by rotation; candidate offers themselves.

AGM Details

• AGM held on 16 September 2026 at 10:30 AM via Video Conferencing and Audio Visual Means.
• Total attendees: 46 shareholders; proceedings via VC/AVM.
• Remote e-voting concluded on 15 September 2026 at 5:00 PM.
• Scrutinizer: B Krishnamoorthy; results to be announced by 18 September 2026.
• Proxy facility not available; meeting conducted via VC/AVM.
• Meeting concluded at 11:30 AM; venue e-voting conducted.

Key Resolutions

• Ordinary: Appointment of Director in place of Arpit Agarwal, retiring by rotation.
• Ordinary: Adoption of Directors' Report, P&L, Balance Sheet, and Auditors’ Report thereon.
• Ordinary: Declaration of Dividend on Equity Shares for FY 2025-26.

Voting & Next Steps

• Voting results to be announced by 6 PM on 18 September 2026 and posted on NSDL.
• Results to be informed to BSE.

Clarification to BSE on price movement

• No price-sensitive information exists for disclosure.
• No event or information requiring disclosure under SEBI LODR Regulation 30.
• Filed statement dated 02.09.2026 to BSE.

AGM details

• AGM date/time/mode: 16 September 2026, 10:30 AM, via VC/OAVM.
• Record date: 09 Sep 2026; book closure: 10-16 Sep 2026.

Resolutions at AGM

• Ordinary business: adopt audited financial statements and directors’ and auditors’ reports.
• Ordinary business: declare dividend for FY 2025-26.
• Ordinary business: Arpit Agarwal reappointed as director by rotation.

Postal ballot resolutions

• Six ordinary resolutions approved: director appointments, MD appointment, promoter reclassification, RPT approval.
• Special resolution approved: shift of registered office to Gujarat.
• Merger: Banil Castings and Avisa Private Limited into National Fittings approved; approvals pending.

Dividend

• Dividend proposed: Rs 1 per share; total Rs 90.83 lakh.

Director changes

• Promoter-to-public reclassification: Palaniswamy moved to public category.
• Promoter group changes: Himgiri Castings Pvt Ltd became promoter.
• Arpit Agarwal appointed MD; Anil Kumar Agarwal appointed Non-Executive Director.
• Panath Anitha and A.V. Palaniswamy resigned effective 18 Oct 2025.

Auditors

• Statutory auditors Krishaan & Co appointed until 34th AGM.
• Secretarial auditor MR L Narasimha appointed for 2025–2030.

Material related party transactions

• Banil Castings: land lease arrangement; 1,064.60 lacs.
• Himgiri Castings: purchase of components; 58.48 lacs.

Other material approvals

• Shifting of registered office from Tamil Nadu to Gujarat.
• Scheme of merger: Banil Castings and Avisa merge into National Fittings; approvals pending.

Board composition

• Board comprises five directors: two Executive, two Independent Non-Executive, one Non-Executive Non-Independent; one woman director.

Financial highlights

• Revenue from operations: ₹9,140.20 lakhs; total income ₹9,618.57 lakhs.
• Net profit after tax: ₹910.68 lakhs.
• EPS (basic): ₹10.03; EPS (diluted): ₹10.03.
• Shareholders' net worth: ₹8,905.31 lakhs.
• Dividend proposed: ₹90.83 lakhs (₹1 per share) for FY2025-26.
• Exports-driven revenue: ₹6,532.22 lakhs; domestic ₹2,413.13 lakhs.
• Net debt: ₹-1,743.00 lakhs; gearing -24.34%.

Strategic actions & promoter changes

• Promoter transition completed; Himgiri Castings Pvt Ltd is promoter.
• Board approved merger of Banil Castings and Avisa Private into National Fittings.
• Shifted registered office from Tamil Nadu to Gujarat; new CIN issued.
• Gujarat facility capacity: 2,500 MT/month; phase I started ₹60 crore capex.
• Two fully integrated plants: Goa (Banil) and Gujarat (Mudhela).
• Backward integration to strengthen supply chain with direct ownership of both sites.
• Domestic market focus supported by in-house R&D and national sales team.
• Vendor approvals pursued: EIL, MES, DRDO, CPWD, NBCC.

Operations & capacity expansion

• Two integrated manufacturing locations under direct ownership: Goa and Gujarat.
• Current capacity: 600 MT/month; Gujarat expansion increases capacity to 2,500 MT/month.
• Total planned capacity after expansion: ~3,100 MT/month.
• Phase I capex in Gujarat initiated; range of capabilities from casting to finishing.
• Goa facility and Gujarat plant to operate independently; de-risked supply chain.

Governance, compliance & board

• FY26: Board meetings held: 7; Audit Committee meetings: 5.
• Independent directors shareholdings and disclosures maintained; CEO/CFO certifications filed.
• Secretarial audit flagged non-submission of voting results within Reg 44(3); fines paid.
• Corporate governance compliance: SEBI LODR; no penalties in last three years.

Risk & outlook

• Geopolitical developments in GCC; company diversifying to domestic and new markets.
• FX exposure; maintain balance between export and domestic sales to mitigate risk.
• Ongoing integration of casting operations to strengthen supply chain resilience.

CSR & ESG

• CSR spend for 2025-26: ₹14.37 lakhs; 2026-27 target ₹18.50 lakhs.
• CSR initiatives include education, environment, health; activities disclosed in notes.

Shareholder information & dividends

• Annual General Meeting: 16 September 2026; record date 9 September 2026.
• Dividend payment target by 15 October 2026; equity shares listed on BSE.
• Equity shares outstanding: 90,83,182; face value ₹10 each.

Audit status

• Independent auditor Krishaan & Co conducted a limited review of standalone results for quarter ended 30 June 2026.
• They do not express an audit opinion; no material misstatement under Regulation 33.
• Board approved the statement on 5 Aug 2026 at Coimbatore.

Financial snapshot

• Net sales for quarter ended 30.06.2026: 2713.36 Lakhs.
• Total income from operations: 2806.71 Lakhs.
• Profit before tax: 521.63 Lakhs.
• Net profit after tax: 393.95 Lakhs.
• EPS (basic and diluted): 4.34 Rs.

Cost & profitability drivers

• Cost of material consumed: 1278.03 Lakhs.
• Changes in inventories: -218.87 Lakhs.
• Employee benefits expense: 281.56 Lakhs.
• Finance cost: 29.72 Lakhs.
• Depreciation & amortization: 75.91 Lakhs.
• Other expenses: 66.79 Lakhs.
• Total expenditure: 2285.08 Lakhs.

Capital, reserves & capital structure

• Paid-up equity share capital: 908.32 Lakhs.
• Reserves excluding revaluation reserves: 8390.95 Lakhs.

Operational structure & approvals

• Single operating segment: Manufacturing of Pipe Fittings.
• Auditors' limited review: no qualification.
• Scheme of amalgamation approved; awaiting BSE observation letter and approvals.

Meeting Details

• Date of meeting: 05 August 2026.
• Time: not disclosed.
• Location: not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results for the quarter ended 30.06.2026.
• Consider any other matter with the permission of the Chair.

Other Notes

• No additional notes disclosed.