The secretarial audit report for National Fittings Limited for the financial year ended March 31, 2026, confirms the company's adherence to most statutory provisions while noting specific deviations that resulted in regulatory penalties. Conducted by Practising Company Secretary M.R.L. Narasimha, the audit examined compliance with the Companies Act, 2013, and SEBI regulations, including the Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The report highlights that the company has addressed the identified issues by paying the requisite fines.

Regulatory Deviations and Penalties

The audit identified a specific instance of non-compliance regarding the disclosure of voting results. The Bombay Stock Exchange (BSE) levied a fine for the failure to submit these results within the stipulated period under Regulation 44(3) of the SEBI (LODR) Regulations, 2015. The company has since paid the imposed fine to resolve the matter.

Board and Governance Compliance

The report confirms that the Board of Directors is duly constituted with a proper balance of Executive, Non-Executive, Independent, and Women Directors. Changes in board composition during the year were carried out in compliance with the Companies Act, 2013. Adequate notice, including agenda and detailed notes, was provided to directors at least seven days in advance of meetings. The company maintained systems for directors to seek information and confirmed that no dissenting views were required to be recorded during the year.

General Compliance Status

National Fittings Limited maintained compliance with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and ensured all applicable policies under SEBI Regulations were adopted. The audit verified compliance regarding related party transactions, which received prior approval from the Audit Committee. The company 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.