Pritika Auto Industries Ltd

Designation change

• Change in designation: Ajay Kumar from Whole-time Director (Executive Director) to Joint Managing Director, effective 08 August 2026.
• Appointed as Key Managerial Personnel under Section 203 of the Companies Act, 2013.
• Approved by members at the 46th AGM on 29 September 2026.
• Profile: 52-year-old BE with MBA; 31+ years' industry experience; 26 years with the group; oversees production and marketing.
• Not related to any other Director or KMP.
• Not debarred from holding office by SEBI or any other authority.

Director changes

• Mr. Ajay Kumar appointed Director; 52; BE, MBA; 31+ years; effective 29/09/2026; retirement by rotation.
• Mr. Aman Tandon reappointed Independent Director; 51; B.Tech (Aeronautical); 23+ years; Milestone Gears MD; five-year term; effective 08/11/2026.
• Mrs. Kritika Goyal reappointed Independent Director; 30; Company Secretary; LLB; 4+ years' corporate experience; effective 23/04/2027.

AGM details

• AGM held on 29-09-2026 at 11:30 AM via VC/OAVM.
• Meeting duration 11:30 to 11:49 AM.
• Record date: 22-09-2026.
• Last date for postal ballots: 29-09-2026.
• Scrutinizer: S K Sikka & Associates; report issued 30-09-2026.

Resolutions and outcomes

• Resolution 1 (Ordinary): Receive and adopt Audited Financial Statements for year ended 31-03-2026; passed.
• Resolution 2 (Ordinary): Receive and adopt Audited Consolidated Financial Statements for year ended 31-03-2026; passed.
• Resolution 3 (Ordinary): Appoint Ajay Kumar as Director, retiring by rotation; passed.
• Resolution 4 (Special): Re-appoint Aman Tandon as Non-Executive Independent Director for second term; passed.
• Resolution 5 (Special): Re-appoint Kritika Goyal as Non-Executive Independent Director for second term; passed.
• Resolution 6 (Ordinary): Ratify remuneration of Cost Auditor; passed.
• Resolution 7 (Ordinary): Approve Related Party Transactions with Pritika Engineering Components Ltd; passed.
• Resolution 8 (Ordinary): Approve Related Party Transactions with Meeta Castings Ltd; passed.
• Resolution 9 (Ordinary): Approve Related Party Transactions with Pritika Industries Ltd; passed.
• Resolution 10 (Ordinary): Approve Related Party Transactions by Pritika Engineering Components Ltd with Meeta Castings Ltd; passed.
• Resolution 11 (Special): Change in designation of Ajay Kumar to Joint Managing Director; passed.

Directors and appointments

• Ajay Kumar reappointed by rotation as Director.
• Aman Tandon re-appointed as Non-Executive Independent Director.
• Kritika Goyal re-appointed as Non-Executive Independent Director.
• Ajay Kumar designated as Joint Managing Director.

Auditors and remuneration

• Remuneration of Cost Auditor ratified; no change in Statutory Auditor.

Material related party transactions

• RPT with Pritika Engineering Components Ltd approved.
• RPT with Meeta Castings Ltd approved.
• RPT with Pritika Industries Ltd approved.
• RPT by Pritika Engineering Components Ltd with Meeta Castings Ltd approved.

AGM details

• 46th AGM held on 29 September 2026 at 11:30 A.M. via VC/OAVM; concluded 11:49 A.M.

Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Adopt Audited Consolidated Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appoint Ajay Kumar, retiring by rotation.
• Special: Re-appoint Aman Tandon as Non-Executive Independent Director for five years.
• Special: Re-appoint Kritika Goyal as Non-Executive Independent Director for five years.
• Ordinary: Ratify remuneration of Cost Auditor.
• Ordinary: Approve Related Party Transactions with Pritika Engineering Components Ltd. for five years.
• Ordinary: Approve Related Party Transactions with Meeta Castings Ltd. for five years.
• Ordinary: Approve Related Party Transactions with Pritika Industries Ltd. for five years.
• Ordinary: Approve Related Party Transactions between Pritika Engineering Components Ltd. (subsidiary) and Meeta Castings Ltd for five years.
• Special: Change designation of Ajay Kumar to Joint Managing Director.

Voting process

• Remote e-voting conducted 26 to 28 Sept 2026; results to be displayed on NSDL and company website.
• Scrutinizer appointed to conduct vote counting; voting during VC/OAVM available.

Financial snapshot

• Standalone revenue: ₹47,518.10 lakh; standalone PAT: ₹15.89 crore; standalone PBIDT: ₹52.24 crore.
• Consolidated revenue: ₹482.95 crore; consolidated PAT: ₹23.19 crore; consolidated EBITDA: ₹71.03 crore.

Operational performance

• Production volume: 52,620 tonnes in FY26.
• Diversification expanding into Railways and Defence; higher-value components produced.

Margins & profitability

• Standalone EBITDA margin around 11%; consolidated margin around 14.7%.
• EPS: Basic standalone ₹0.95; consolidated ₹1.26.

Capital structure & liquidity

• Consolidated borrowings ₹194.11 crore; net debt to equity 0.69; gearing 0.69.
• Authorized share capital ₹40 crore; paid-up ₹33.30 crore.

Dividends & capital allocation

• Dividend for FY26: not declared.
• Company continues CAPEX and capacity expansion to support growth.

Related party transactions & governance

• Material RPTs with PECL, MCL, PIL approved for five years (FY26-31). cum values up to ₹960 crore by 2030-31.
• Auditors: Sunil Kumar Gupta & Co; Secretarial: S K Sikka & Associates.

CSR & ESG

• CSR spend ₹39.52 lakh; CSR obligation ₹39.51 lakh.
• Activities include education and preventive healthcare; CSR policy on company website.

Outlook & risks

• FY27 revenue growth target 20-25%; export expansion; focus on Railways and Defence.
• Risks include cyclicality, input costs, interest rates, and commodity volatility.

Governance & board changes

• Board includes Harpreet S. Nibber, Ajay Kumar; Yudhisthir Madan ceased 31 July 2025; Bishwanath Choudhary joined 24 June 2025.
• Independent directors reappointed; NRC recommended changes; annual governance improvements.

AGM Details

• 46th AGM to be held via VC/OAVM on 29 September 2026 at 11:30 AM
• Mode: VC/OAVM; venue deemed as registered office
• Record date: Sep 22, 2026; Register closure Sep 23–29, 2026
• Remote e-voting: Sep 26–28, 2026; attend via VC/OAVM

Ordinary Business

• Adoption of Audited Financial Statements for year ended March 31, 2026
• Adoption of Audited Consolidated Financial Statements for year ended March 31, 2026
• Appointment of Ajay Kumar as Director, retiring by rotation, to be reappointed
• Ratification of remuneration of Cost Auditor for 2026-27

Special Resolutions

• Item 4: Aman Tandon re-appointed as Independent Director for second five-year term
• Item 5: Kritika Goyal re-appointed as Independent Director for second five-year term
• Item 11: Ajay Kumar designated as Joint Managing Director (Aug 8, 2026–Mar 31, 2028)

Related-Party Transactions — Material RPTs

• PECL: five-year RPTs; annual caps 455–960 crore (FY26–31); arm's length
• Meeta Castings Ltd.: five-year RPTs; caps 135–312 crore; arm's length
• Pritika Industries Ltd.: five-year RPTs; caps 130–268 crore; arm's length
• PECL (subsidiary) with Meeta Castings Ltd.: five-year RPTs; caps 140–335 crore
• Promoters/promoter group not voting on Items 7–10; RPTs to be conducted at arm's length

Directors & Management Changes

• Item 11: Ajay Kumar to Joint Managing Director from Aug 8, 2026 to Mar 31, 2028
• Remuneration for Joint Managing Director: Rs 3,53,500 monthly; HRA Rs 1,41,400
• Perquisites include car with driver, holidays, and other allowances; eligible KMP
• Minimum remuneration to be paid during profits inadequacy; Board may adjust within Schedule V

Auditors

• Cost Auditor remuneration ratified for FY 2026-27: Rs 1,15,000 plus taxes
• No stated changes to statutory auditor in this notice

Solar MOU details

• Pritika Group signs 25-year solar power MOU with Spark Grid.
• Estimated savings of ₹110 crore over the 25-year tenure.
• SPV to be formed; PECL to hold 26% equity.
• Savings allocated: approximately ₹70 crore to PECL and Meeta Castings Limited.
• Total group capacity up to 72,000 MTPA across facilities.
• SPV equity subject to approvals and documentation.
• Management anticipates improved energy cost visibility and sustainability.

Business overview

• Machined castings for tractors and automotive OEMs.
• LFC plant technology developed; utilization target 65-70% by year-end.
• International outreach with KION USA; samples in Aug, production from Nov 2026.
• Repeat orders from Mahindra & Mahindra, Swaraj, CNH Industrial.
• Expanding in high-growth automotive segments; export opportunities emphasized.

Operational highlights

• Q1 FY27 consolidated net revenue ₹144.97 crore.
• Q1 FY27 EBITDA ₹19.50 crore; margin 13.45%.
• Q1 FY27 PAT ₹7.11 crore; margin 4.91%.
• July 2026 dispatch peak ~4,800 MT.
• Installed capacity 72,000 MTPA across plants.

Financial performance

• FY26 consolidated net revenue ₹482.95 crore; YoY growth 35.32%.
• FY26 EBITDA ₹71.03 crore; margin 14.71%.
• FY26 PAT ₹23.20 crore; margin 4.80%.

Capital structure & liquidity

• No debt/equity changes disclosed in this update.
• IPO for subsidiary Pritika Engineering Components completed (historical).

Strategic priorities & outlook

• Margin normalization as raw-material costs stabilise.
• Focus on efficiency, product mix, and customer relationships.
• LFC plant utilization targeted at 65-70% by year-end.
• Pursue international opportunities via KION USA and other OEMs.

Risks & mitigation

• Raw-material and chemical cost pressures; partial customer compensation anticipated.
• Macro/automotive demand fluctuations.

Governance & leadership

• CMD: Harpreet Singh Nibber; JMD: Ajay Kumar Rai; CFO: Narinder Kumar Tyagi.
• Gurkaran Singh Nibber drives growth and digital transformation.

Book Closure Details

• Book closure from 23 September 2026 to 29 September 2026, both days inclusive, for AGM.
• AGM date scheduled for 29 September 2026.
• Cut-off date for e-voting fixed at 22 September 2026.
• E-voting period: 26 September 2026, 9:00 a.m. to 28 September 2026, 5:00 p.m.
• Security type: Equity shares.