Sunita Tools Ltd

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.

Meeting Details

• Board meeting on August 14, 2026 at the Mumbai Corporate Office.

Key Agenda Items

• Raising of equity capital through permissible mode.
• Draft AGM notice and appointment of Scrutinizer.
• Any other business with chair's permission.

Other Notes

• Trading window closure from 11 August 2026 to 16 August 2026.

MoU highlights

• Parties to collaborate on R&D, design, manufacturing, marketing and sale of ISR drones and related ammunition.
• Proposed India-based joint venture with Sunita majority stake, subject to definitive agreements and regulatory approvals.
• Sunita to act as development, manufacturing, marketing and distribution partner for India, GCC, subcontinent.
• Collaboration to combine Polish tech with Sunita's manufacturing capacity and market reach.
• Jointly explore opportunities in defence procurement programs and collaborations with Indian defence industry, subject to laws.
• MoU valid for five years unless terminated earlier.
• No immediate financial impact from execution of the MoU; material developments to be disclosed as per regulations.

Advance payment update

• First tranche of advance payment for NATO Standard 155mm M107 shells received.
• Second and third tranches expected to follow shortly.
• The payment has been credited to the company's bank account.
• Order relates to interim supply of NATO spec & standard 155mm M107 shells.

Dematerialisation/rematerialisation status

• No dematerialisation/rematerialisation requests were received during the period.

Defence order

• Delivered NATO-spec 155mm M107 shell samples and approved test reports to the customer.
• Interim agreement converts to a sales agreement after prototype batch clearance.

US business

• Sunita Defence Inc. received a USD 97,632 order from a supply chain company.
• Southern State Coop approved NMI as a vendor, expected to lift order book from July.

Legacy business

• Legacy business started the year well and has a healthy June-July order book.

Governance

• Company is evaluating firms for a comprehensive organizational due diligence review.

Outlook

• Management expects the USA acquisition and legacy business to continue performing well.