The secretarial compliance report for National Fittings Limited for the financial year ended March 31, 2026, details the company's adherence to statutory provisions. Conducted by Practising Company Secretary M.R.L. Narasimha, the review examined compliance with various SEBI regulations, including the Listing Obligations and Disclosure Requirements Regulations, 2015. While the company largely complied with the mandated provisions, the report notes specific deviations that attracted regulatory action.

Regulatory Deviations and Penalties

The audit identified instances of non-compliance that resulted in financial penalties imposed by the Bombay Stock Exchange (BSE). The primary deviations included the non-submission of the Secretarial Compliance Report for the year ended March 31, 2025, and delays in disclosing voting results. The company has since addressed these issues by paying the requisite fines.

Previous Year Observations

The report also addressed actions taken to comply with observations from the previous year. A notable issue involved the non-compliance with the constitution of the Nomination and Remuneration Committee for the quarter ended December 31, 2024. This led to a levy of fine and the freezing of the Demat account. The company subsequently filed revised reports and applied for a waiver of the fine, which was granted by the BSE via a letter dated March 25, 2026.

General Compliance Status

Despite the specific deviations noted, the report confirms that National Fittings Limited maintained compliance with a broad range of regulatory requirements. The company adhered to Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and ensured all applicable policies under SEBI Regulations were adopted and updated timely. Furthermore, the entity maintained a functional website for the dissemination of information and confirmed that no directors were disqualified under Section 164 of the Companies Act, 2013.

Additional Compliance Checks

The review verified compliance regarding related party transactions, performance evaluations, and the prohibition of insider trading. All related party transactions reportedly received prior approval from the Audit Committee. The company also confirmed that no additional non-compliances were observed during the review period, and no actions were taken by SEBI or Stock Exchanges other than those specified in the report.

National Fittings Limited has approved the Scheme of Amalgamation for merging Avisa Private Limited and Banil Casting Private Limited with itself. The Board of Directors granted approval at its meeting held on May 22, 2026. The appointed date for the scheme is April 1, 2026, though the effective date will be the date of filing the NCLT sanction order with the Registrar of Companies.

Scheme Details and Financials

The merger involves the consolidation of two transferor companies into National Fittings Limited, the transferee company. As per the audited financials for the year ended March 31, 2026, Avisa Private Limited holds a total book value of assets of INR 4.56 crores with nil turnover. Banil Casting Private Limited reported total assets of INR 78.80 crores and a turnover of INR 62.60 crores. In comparison, National Fittings Limited recorded total assets of INR 119.84 crores and a turnover of INR 96.19 crores.

Share Exchange Ratio

The transaction involves no cash consideration. Equity shares will be issued to shareholders of the transferor companies based on a share exchange ratio. For every 1,000 fully paid-up equity shares of Avisa Private Limited, shareholders will receive 1,03,098 equity shares of National Fittings Limited. For every 1,000 fully paid-up equity shares of Banil Casting Private Limited, shareholders will receive 472 equity shares of National Fittings Limited.

Shareholding Pattern Change

Upon the scheme becoming effective, the shareholding pattern of National Fittings Limited will undergo significant changes. The promoter and promoter group holding will increase from 34.04% to 63.02%, while public holding will decrease from 65.96% to 36.98%. The total number of shares post-scheme will rise to 1,62,00,366.

The scheme is subject to approvals from BSE Limited, SEBI, the jurisdictional National Company Law Tribunal, and the respective shareholders and creditors of the companies involved.