Pitti Engineering Ltd

Pitti Engineering Limited closes trading window from 30th September 2026 till end of 48 hours after the declaration of financial results of the company for the quarter and half-year ended 30th September 2026.

Filing Status

• Dakshin Foundry amalgamated; all assets, liabilities, and litigations vested in Pitti Engineering.

Litigation Details

• First Appellate Authority dispute: tax ₹3.09 cr plus interest and penalty; total ₹4.91 cr; pending appeal.
• Second dispute: tax ₹0.01 cr; total ₹4.91 cr; pending appeal.
• Third dispute: ITC reversal and GST issues; tax ₹1.81 cr; total ₹4.91 cr; pending appeal.
• Company expects favorable outcome; no material impact on financials.

Amalgamation and capital change

• Scheme became effective on 23 September 2026; appointed date is 1 April 2026.
• NCLT Hyderabad sanctioned the Scheme prior to effectiveness.
• INC-28 filed with ROC Hyderabad on 23 September 2026.
• Authorized share capital amended to INR 196,89,25,000, consisting of 39,37,85,000 equity shares of ₹5.
• Company formerly known as Pitti Laminations Limited; now Pitti Engineering Limited.

AGM Details

• Date: 18 September 2026; Time: 4:00 PM; Mode: video conference.
• Cut-off date for entitlement: 11 September 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adopt audited financial statements and reports for year ended 31 March 2026.
• Resolution 2 (Ordinary): Declare final dividend on equity shares for year ended 31 March 2026 (amount not disclosed).
• Resolution 3 (Ordinary): Re-appoint Shri Akshay S Pitti as Director by rotation.
• Resolution 4 (Ordinary): Ratify remuneration to Cost Auditor for financial year 2026-27.
• Resolution 5 (Special): Place of keeping registers and returns moved to a location other than registered office.

Voting Results

• All resolutions passed; 100% approval across voting categories.
• Dividend resolution approved; full support from promoters and others.

Dividend

• Final dividend on equity shares approved; per-share amount not disclosed.

Director Changes

• Director Shri Akshay S Pitti re-appointed by rotation.

Auditor Appointments

• Statutory auditors appointed/re-appointed for FY 2026-27.

Related Party Transactions

• No material related party transactions approved.

Other Material Approvals

• Place for keeping registers at an alternate location approved.

AGM Details

• Date and time: 18 September 2026 at 4:00 PM IST; mode: VC/OAVM; concluded at 4:51 PM IST.

Key Resolutions

• Ordinary: Adopt audited financial statements and consolidated results.
• Ordinary: Declare final dividend on equity shares.
• Ordinary: Re-appoint Shri Akshay S Pitti, retiring by rotation.
• Ordinary: Ratify remuneration of Cost Auditors for 2026-27.
• Special: Change place of keeping registers and returns from the registered office.

Voting and results timing

• Voting via remote and on-meeting e-voting; results to be submitted to exchanges within two working days and available on company site and MUFG platform.

Dividend details

• Dividend amount per share not disclosed in the filing.

Director and auditor changes

• Director re-appointment: Shri Akshay S Pitti.

Sanction and dates

• NCLT Hyderabad sanctioned the Scheme under Sections 230–232.
• Order dated 08.09.2026.
• Appointed date: 01.04.2026.
• Effective on filing certified order with RoC.

Constituents and scheme overview

• Amalgamating Co 1: Pitti Industries Private Limited; Co 2: Dakshin Foundry Private Limited; Amalgamated Co: Pitti Engineering Limited.

Capital as on 31-12-2025

• First Petitioner: Authorized ₹5,00,00,000; Issued ₹3,09,42,000.
• Second Petitioner: Authorized ₹25,00,00,000; Issued ₹17,50,00,000.
• Third Petitioner: Authorized ₹1,66,89,25,000; Issued ₹18,83,09,440.
• No change in issued capital post date.

Board approvals and implementation

• Board approved Scheme on 05.02.2026.
• Petition sanction by NCLT received on 08.09.2026.
• Appointed date remains 01.04.2026 for effectiveness.
• Filing of INC-28 with RoC within 30 days of order.
• Notwithstanding: stamp duty exemption not granted.

Compliance and liabilities

• MSME dues as on 31-03-2025 cleared; none outstanding.
• NOCs from charge holders furnished; no further NOC required.
• ESOP: March 2025 options at ₹736.72; continued post-amalgamation.
• Loans to subsidiaries ₹8080 lakhs; disclosed; compliant with Sections 185/186.
• Related party transactions compliant under Sections 177/188.
• Transfer of undertakings to Amalgamated Company; transferors dissolved.

Observations and final order

• Tribunal sanctioned the Scheme; binding on all stakeholders.
• Order clarifies not exemption from stamp duty.
• Transfer of assets and liabilities to Amalgamated Company.
• All proceedings by transferors continue against Transferee.
• Dissolution of Transferor Companies without winding up.