National Fittings Approves Merger With Avisa and Banil
National Fittings Limited approved the merger of Avisa Private Limited and Banil Casting Private Limited, effective from April 1, 2026. The share exchange ratio is set at 1,03,098 shares for every 1,000 shares of Avisa and 472 shares for every 1,000 shares of Banil. Post-merger, promoter holding will increase to 63.02%.
*this image is generated using AI for illustrative purposes only.
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.
| Status | Pre-Scheme Shares | Pre-Scheme % | Post-Scheme Shares | Post-Scheme % |
|---|---|---|---|---|
| Promoter & Promoter Group | 30,92,124 | 34.04% | 102,09,307 | 63.02% |
| Public | 59,91,058 | 65.96% | 59,91,059 | 36.98% |
| Total | 90,83,182 | 100% | 1,62,00,366 | 100% |
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.
Historical Stock Returns for National Fittings
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +3.18% | +2.52% | +3.35% | -9.43% | -14.08% | +138.59% |
How might the significant shift in promoter holding from 34% to 63% impact minority shareholder rights and corporate governance practices at National Fittings Limited going forward?
Given that Avisa Private Limited has nil turnover despite holding INR 4.56 crores in assets, what strategic rationale could justify its inclusion in the amalgamation scheme?
How could the near-doubling of National Fittings' total asset base affect its credit profile, borrowing capacity, and future capital expenditure plans?
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