Pitti Engineering Limited announced that the Scheme of Amalgamation involving Pitti Industries Private Limited (PIPL) and Dakshin Foundry Private Limited (DFPL) became effective on September 23, 2026. This development follows the National Company Law Tribunal's sanction of the scheme earlier this month.

The company filed Form No. INC-28 with the Registrar of Companies in Hyderabad on the same date to formalize the merger. According to the filing, the appointed date for the scheme is April 1, 2026, meaning financial impacts will be accounted for from the start of the fiscal year.

Share Capital Structure Update

As part of Clause 14.4 regarding the combination of authorized share capital, the Memorandum of Association has been amended. The revised structure reflects the consolidated capital base post-merger.

The authorized capital stands at ₹196,89,25,000 (Rupees One Hundred Ninety-Six Crore Eighty-Nine Lakh and Twenty-Five Thousand only). This amount is divided into 39,37,85,000 equity shares of ₹5 each. The company retains the power to increase or reduce its capital as per the Articles of Association.

Regulatory Compliance

The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The merger involves PIPL, formerly known as Bagadia Chaitra Industries Private Limited, and DFPL merging into Pitti Engineering Limited. The NCLT bench at Hyderabad had passed the order sanctioning the scheme on September 8, 2026.

Vested Liabilities and Litigations

Pursuant to the amalgamation, all assets, liabilities, rights, obligations, and pending litigations of DFPL have vested in and stand transferred to Pitti Engineering. Details of these litigations were disclosed under Regulation 30 read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

The primary litigation involves a demand from the First Appellate Authority, Commissioner of Central Tax (Appeals), Bengaluru. DFPL is contesting orders related to Input Tax Credit (ITC), interest, penalties, and alleged Reverse Charge Mechanism (RCM) short-payments for FY19 to FY23.

The total demand comprises tax of ₹3.09 crore, ₹0.01 crore, and ₹1.81 crore across three separate orders, along with applicable interest and equivalent penalties. The company has disclosed this demand as a contingent liability in its Consolidated Financial Statements.

What the Numbers Show

The combined data reveals that while the merger expands Pitti Engineering's authorized capital to ₹196.89 crore, it also imports a specific tax exposure. The total tax demand of ₹4.91 crore represents approximately 2.5% of the newly consolidated authorized share capital. Management has stated that based on the merits of the case, they believe the demand is not sustainable and expect a favourable outcome, noting no expected material impact on financial position or operations.

Pitti Engineering Limited concluded its 42nd Annual General Meeting on September 18, 2026, with shareholders unanimously approving the audited financial statements for FY26 and declaring a final dividend. The scrutinizer’s report confirmed that all five resolutions passed with requisite majority.

The meeting was held through Video Conferencing or Other Audio Visual Means in compliance with Ministry of Corporate Affairs and SEBI circulars. It commenced at 4:00 pm IST and concluded at 4:51 pm IST.

Key Resolutions Passed

Members voted via remote e-voting facilitated by MUFG Intime India Private Limited. The voting window for remote e-voting ran from September 15 to September 17, 2026. E-voting at the meeting remained active for 15 minutes after its conclusion.

The following resolutions were approved:

• Adoption of audited standalone and consolidated financial statements for FY26.
• Declaration of final dividend for FY26.
• Reappointment of Akshay S Pitti as a director upon retirement by rotation.
• Ratification of remuneration for Cost Auditors for FY27.
• Approval to maintain registers and returns at a location other than the registered office.

Voting Results and Participation

According to the consolidated scrutinizer’s report issued by Saurabh Poddar & Associates, the total number of shareholders on the record date (September 11, 2026) was 42,497. The promoter group held 20,399,999 shares, while public institutions held 7,909,444 shares and non-institutional public shareholders held 9,344,145 shares.

Promoter shareholders voted in favour of all resolutions with 100% support, casting votes on their entire holding of 20,399,999 shares. Public institutional investors participated actively, polling 71.56% of their outstanding shares for most resolutions, with all polled votes cast in favour. Non-institutional public shareholders had a lower participation rate of 0.58%, though their votes were also overwhelmingly in favour.

For Resolution 5 regarding the maintenance of registers, there were 100 votes against the resolution from the non-institutional public category, resulting in a slight deviation from unanimous support, though the resolution still passed with 99.9996% approval.

Governance and Compliance

The Statutory Auditors' Report and Secretarial Audit Report contained no qualifications or observations. Consequently, these reports were not read out during the meeting as per Companies Act provisions.

Shri Sharad B Pitti, Founder and Chairman, addressed member queries. Akshay S Pitti, Managing Director and CEO, was absent due to exigencies. All other directors were present.

Ms. Mary Monica Braganza, Company Secretary and Chief Compliance Officer, managed the proceedings. She confirmed that statutory registers were available for electronic inspection. The scrutinizer's report and voting results will be submitted to stock exchanges within two working days.