Pitti Engineering Ltd. - Quarterly/Annual Result Disclosures and Notes dated 30 Jun 2024

1. The above financial results for the quarter ended 30th June 2024 has been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 14th August 2024.

2. The financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed uner Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in terms of Regulations issued by Securities and Exchange Board of India (SEBI).

3. The Board of Directors at their meeting held on 15th June 2023 considered and approved the Scheme of Amalgamation among Pitti Castings Private Limited (PCPL) and Pitti Rail and Engineering Components Limited (PRECL) and Pitti Engineering Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and the rules framed thereunder (Scheme). The Scheme, inter-alia, provides for amalgamation of PCPL and PRECL with Pitti Engineering Limited. The Company had filed the Scheme with Stock Exchanges on 26th June 2023 and received their no objection on 26th October 2023. Further, the Company has received approval from the shareholders and creditors pursuant to a National Company Law Tribunal (NCLT) convened meeting on 22nd March 2024. A joint petition has been filed with the NCLT, Hyderabad bench on 29th March 2024 and the same was heard on 7th June 2024 and 2nd August 2024 and is reserved for next hearing on 3rd September 2024. The Scheme would become effective from the appointed date (1st April 2023) after receipt of all requisite approvals as mentioned in the Scheme. Pending receipt of necessary approvals, no effect of the Scheme has been given in the financial results for the quarter ended 30th June 2024.

4. The transaction costs ofRs.218 lakhs incurred in connection with the acquisition of Bagadia Chaitra Industries Private Limited such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred and have been included under other expenses for the quarter ended 30th June 2024.

5. The Board of Directors at their meeting held on 15th May 2024 and the Shareholders at the Extra-Ordinary General Meeting held on 13th June 2024 approved the issue of securities through Qualified Institutional Placement. In accordance with the same the Fund Raising Committee at its meeting held on 11th July 2024 allotted 34,14,749 equity shares ofRs.5/- each at an issue price ofRs.1,054.25 per share (including securities premium ofRs.1,049.25 per share) aggregating toRs.35,999.99 lakhs.

6. The Board of Directors at their meeting held on 15th May 2024 and the Shareholders at the Extra-Ordinary General Meeting held on 13th June 2024 approved the Employee Stock Option Plan 2024 (Pitti ESOP 2024) to create, offer, grant, allot and /or transfer in one or more tranches upto 13,00,000 Employee Stock Options to eligible employees, which will be implemented through the Employees Welfare Trust set up by the Company in accordance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws.

7. Consequent to the Share Purchase Agreement dated 25th July 2024, entered in to between the Company and Shivangini Bhartia Family Trust, Shivangini Properties Private Limited, and Dakshin Foundry Private Limited (DFPL), the Company has completed the acquisition of 100% of equity share capital of DFPL on 25th July 2024. With effect from 25th July 2024 DFPL became a Wholly Owned Subsidiary of the Company.

8. The Company has only one business segment, which is manufacturing of engineering products of Iron and Steel, hence the reporting is done as a single segment. For geographical segment revenue and assets, please refer to point no.8 of the results submitted to the stock exchanges.

9. Figures of the previous quarters/year have been regrouped and reclassified wherever necessary to correspond with current year's presentation.