Sunita Tools Ltd

Management changes

• Appointment: Satish Kumar Pandey appointed MD, effective Sep 30, 2026.
• Term: Five-year appointment, subject to shareholders' approval.
• Reason: Appointment after expiry of prior term on May 25, 2026.
• Profile: Promoter; MD since Oct 1, 1993; 54; B.Com; 30+ years in moulds and dies.
• Relationships: Sanjay Pandey is Satish's brother; Ragini Pandey is Satish's wife.
• Directorships: Sunita Leoquip Aerospace Pvt Ltd; Sunita Imperial Aerospace Pvt Ltd.
• Remuneration: Remuneration approved, subject to shareholders' approval.
• Remuneration for Sanjay Kumar Pandey: Approved as Whole Time Director, subject to approval.
• Designation: Sanjay Kumar Pandey — Whole Time Director.
• Effective date: Not specified; subject to shareholders' approval.
• Relationship: Brother of Satish Kumar Pandey.
• Remuneration for Ragini Pandey: Approved as Whole Time Director, subject to approval.
• Designation: Ragini Pandey — Whole Time Director.
• Relationship: Wife of Satish Kumar Pandey.

Sunita Tools Limited — Closure of Trading Window from 1 October 2026 until 48 hours after the unaudited half-year results for the period ended 30 September 2026.

Advance payment update

• Received another tranche of advance payment under Interim Sales Agreement for NATO 155mm M107 shells.
• Management confirms production readiness for the order.

AGM Details

• AGM held on 08 September 2026 at 3:30 PM via VC/OAVM.
• Record date: 01 September 2026; total shareholders on record: 1,931.
• Attendance via VC: Promoters 8, Public 14.

Key Resolutions and Outcomes

• Resolution 1 (Ordinary): Adopt audited financial statements; passed; 22 in favour, 1 against.
• Resolution 2 (Ordinary): Adopt audited consolidated financial statements; passed; 22 in favour, 1 against.
• Resolution 3 (Ordinary): Re-appoint Satish Kumar Pandey as director; passed; 22 in favour, 1 against.
• Resolution 4 (Special): Raise capital through permissible means; passed; 22 in favour, 1 against.
• Total votes polled: 53.80% of outstanding shares.

Directors

• Satish Kumar Pandey (DIN 00158327) re-appointed as director, liable to retire by rotation.

AGM Details

• Date and time: September 8, 2026, 3:30 PM–4:00 PM.
• Mode: VC/OAVM.
• Attendance: 22 members including 4 directors, 2 independent directors.
• Remote e-voting: Sept 4–7, 2026; available during the AGM and for 15 minutes post-conclusion.

Key Resolutions

• Ordinary: Adoption of standalone financial statements for FY ended 31 March 2026.
• Ordinary: Adoption of consolidated financial statements for FY ended 31 March 2026.
• Ordinary: Re-appointment of Satish Kumar Pandey as director, retiring by rotation.
• Special: Approval to raise capital through permissible methods.

Voting Status

• Results not disclosed; will be announced within two working days.

Director Changes

• Satish Kumar Pandey appointed as director; liable to retire by rotation; eligible for re-appointment.

Financial highlights

• Consolidated net sales for four months ended 31 July 2026: Rs 31.95 crore.
• Consolidated order book as of 31 July 2026: Rs 576 crore.

Operational developments

• Two new CNC turning machines added to Sunita Leoquip Aerospace Private Limited.
• Acquired 90% stake in a Capital Goods manufacturer complementing the legacy business.

MoU overview

• Entered into a five-year MoU for strategic manufacturing cooperation with a 135-year defence OEM (identity confidential).
• Framework MoU; not a legal consortium or JV; binding obligations arise on tender-specific annexures.
• Strategic Partner may lead bids; Sunita Tools to be designated manufacturing partner for agreed scope.
• Scope includes design, development, manufacture and supply of 155 mm artillery shell assemblies and components.
• No fixed monetary value or committed quantity at MoU stage; consideration to be determined in future annexures.
• MoU is arm's-length; partner not related to Sunita Tools; no related-party implications known.
• Five-year term; parties to obtain their own regulatory approvals before activities.
• Potential to participate in MOD India, Govt PSU, DPSU opportunities; initial financial impact undetermined.
• No tender awards or purchase orders expected solely from MoU execution.

Financial highlights

• Standalone total income for FY2025-26: ₹4,708.60 lakhs.
• Standalone PAT: ₹650.66 lakhs.
• Standalone basic EPS: ₹10.53.
• Consolidated total income: ₹4,794.95 lakhs.
• Consolidated PAT: ₹618.91 lakhs.
• Consolidated EPS: ₹10.02.
• Capex on fixed assets: ₹1,993.43 lakhs.
• Dividend for FY2025-26: not declared.
• Standalone short-term borrowings: ₹3,164.18 lakhs; long-term: ₹1,093.35 lakhs.
• Consolidated short-term borrowings: ₹3,223.35 lakhs; long-term: ₹1,093.35 lakhs.
• Standalone net cash from operating activities: ₹-338.80 lakhs.
• Year-end cash balance (Standalone): ₹1,738.81 lakhs.
• Year-end cash balance (Consolidated): ₹1,743.90 lakhs.

Operations and growth

• Revenue growth driven by aerospace and defence expansion.
• 155mm artillery shell capability progressing; Line 1 installed; Line 2 planned.
• Acquisition of New Mould Innovations (NMI), Kentucky, USA.
• Establishing international platform; markets in US, Middle East, Europe.
• Expanding manufacturing capacity with advanced CNC and large-format machines.
• Deloitte TTL engaged to review operations, regulatory and compliance.
• AS9100D implementation planned at Vasai CNC facility.

Capital structure and ownership

• Authorised share capital increased to ₹8.0 crore.
• Paid-up capital at ₹6.280461 crore; outstanding shares 6,280,461.
• Promoters’ holdings: Satish 19.99%, Sanjay 23.17%, Ragini 4.43%, Sangeeta 10.39%.
• Warrants convertible into equity issued; capital increased accordingly.
• Debt levels rose to support capacity expansion; Standalone debt to equity 0.60.

Cash flows and liquidity

• Standalone cash flow from operations: ₹-338.80 lakhs.
• Standalone financing cash flow: ₹4,185.55 lakhs.
• Standalone net increase in cash: ₹1,655.90 lakhs.
• Standalone ending cash: ₹1,738.81 lakhs.
• Consolidated cash flow from operations: ₹-323.45 lakhs.
• Consolidated net increase in cash: ₹1,655.93 lakhs.
• Consolidated ending cash: ₹1,743.90 lakhs.

Governance and board

• Board meetings held: 8 during FY2025-26.
• Independent Directors met on 10 March 2026.
• Audit Committee met 4 times; chair Nikhil Malpani.
• Nomination and Remuneration Committee constituted; one meeting held on 09-05-2025 and 28-10-2025.
• Remuneration policy approved; Annexure I attached to Board’s Report.
• Board confirms adequate internal controls and governance processes.

Related party transactions

• Related party transactions are at arm’s length and in the ordinary course.
• Directors’ remuneration to related parties for FY2025-26: Satish 30.00, Sanjay 30.00, Ragini 18.00, Uma 18.00 (lakhs).

Subsidiaries and group composition

• Subsidiaries: Sunita Leoquip Aerospace Pvt Ltd, Sunita Imperial Aerospace Pvt Ltd; Sunita Defence Inc (US).
• Form AOC-1 provides salient features of subsidiaries; Sunita Defence Inc. based in the US with NMI acquisition.

Audits and internal controls

• Statutory auditor: M/s K.M.A & Co; reappointment recommended for 2026-2029.
• Secretarial auditor: M/s Satyajit Mishra & Co; Note: secretarial observations noted.
• Internal auditors: M/s RSL & Co; ICFR deemed adequate and effective.

Risks and outlook

• Transformation risks from capacity expansion and new verticals.
• Regulatory, licensing and customer qualification delays.
• Working-capital intensity and receivables management.
• Foreign exchange, geopolitical and export-control risks in international markets.
• Plan to scale aerospace and defence capabilities with disciplined capital management.

AGM Details

• AGM date and time: 8 September 2026 at 03:30 PM IST via VC/OAVM.
• Mode: VC/OAVM; deemed venue: registered office.
• Record/Book closure: 1–7 September 2026.
• Notice documents available electronically; attendance via VC/OAVM for up to 1000 members.

Resolutions

• Adopt audited financial statements for the year ended 31 March 2026.
• Adopt audited consolidated financial statements for the year ended 31 March 2026.
• Re-appoint Satish Kumar Pandey as Director, retiring by rotation.
• Raise capital through permissible methods up to 5 lakh equity shares.
• Authorize Board to determine terms, timing, and investors; to list and finalize documents.

Director Changes

• Satish Kumar Pandey to be re-appointed as Managing Director; remuneration last drawn Rs 2,50,000 per month.
• Date of first appointment: 01 Oct 1993; shareholding: 12,55,630 equity shares.
• Member of the Stakeholders Relationship Committee.

Explanatory Highlights

• Explanatory statement: issuance of equity shares or other securities up to 5 Lakhs in one or more tranches.
• Issuance to residents and/or non-residents; subject to regulatory approvals.