Amalgamation/Merger

8th September 2026 To To BSE Ltd National Stock Exchange of India Limited Floor 25, P J Towers, Dalal Street Exchange Plaza, Bandra Kurla Complex Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 513519 Scrip Code: PITTIENG Dear Sir, Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) Ref: Scheme of Amalgamation of Pitti Industries Private Limited (formerly Bagadia Chaitra Industries Private Limited) (“PIPL” or the “Amalgamating Company 1”), Dakshin Foundry Private Limited (“DFPL” or the “Amalgamating Company 2”) with Pitti Engineering Limited (“PEL” or the “Company” or the “Amalgamated Company”) and their respective shareholders and creditors (the “Scheme”) under Sections 230 to 232 of the Companies Act, 2013 read with other applicable provisions and the rules framed thereunder ("Scheme") – Order issued by the Hon’ble National Company Law Tribunal, Bench at Hyderabad (NCLT) This is further to our intimation dated 5th February 2026 and 13th April 2026 made by the Company on the above referred matter, we wish to inform you that the Hon’ble NCLT, vide order dated 8th September 2026 (“Order”) has approved the Scheme. A copy of the aforesaid Order as downloaded from the NCLT’s website, is enclosed. The certified copy of the Order is awaited. The Order can be accessed from the following link: https://efiling.nclt.gov.in/nclt/public/order_view.php?path=L0VmaWxlX0RvY3VtZW50L25jbHRkb2MvY2FzZWRvY y8zNjA3MTMwMDEzNDQyMDI2LzA0L09yZGVyLUNoYWxsZW5nZS8wNF9vcmRlci1DaGFsbGFuZ2VfMDA0XzE3O Dg4Njk5ODA4MTYxMzY2ODk2YTlmZmQ1Y2RmNTJiLnBkZg%3D%3D Kindly note that the Scheme would become effective from the appointed date (i.e. 1st April 2026) and it will be made operative upon filing the certified true copy of the Order with the jurisdictional Registrar of Companies, Ministry of Corporate Affairs by the Amalgamating Company 1, Amalgamating Company 2 and the Amalgamated Company. You are requested to take the above information on record. Thanking you, Yours faithfully, For Pitti Engineering Limited Mary Monica Braganza Company Secretary & Chief Compliance Officer FCS: 5532 S.No.01 IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH – II VC AND PHYSICAL (HYBRID) MODE ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 08.09.2026 AT 10:30 A.M. CP (CAA) No.18/230/2026 U/S 230 of Companies Act IN THE MATTER OF: Pitti industries Pvt Ltd (Amalgamating Co.1) And Dakshin Foundry Pvt Ltd (Amalgamating Co.2) And Pitti Engineering Limited (Amalgamated Co.) …Petitioner/s C O R A M:- SHRI. RAJEEV BHARDWAJ, HON’BLE MEMBER (JUDICIAL) SHRI. SANJAY PURI, HON’BLE MEMBER (TECHNICAL) O R D E R Present: Ms. Suman Bijaria, Ld. PCS for the Petitioner. Orders pronounced, recorded vide separate sheets. In the result, this CP (CAA) No.18/230/2026 is allowed. Sd/- Sd/- MEMBER(T) MEMBER(J) IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH, HYDERABAD-II CP (CAA)No.18/230/HDB/2026 Connected with CA (CAA) NO.12/230/HDB/2026 U/s 230 -232 of the Companies Act, 2013 IN THE MATTER OF PITTI INDUSTRIES PRIVATE LIMITED (formerly Bagadia Chaitra Industries Private Limited) (the ‘Petitioner Company 1’) DAKSHIN FOUNDRY PRIVATE LIMITED (the ‘Petitioner Company 2’) With PITTI ENGINEERING LIMITED (the ‘Amalgamated Company’) Their respective Shareholders and Creditors Pitti Industries Private Limited CIN: U31200TS2006PTC208072 having registered office at IV th Floor, Padmaja Landmark, 6-3-648/401, Somajiguda, Hyderabad, Telangana, 500082 Represented by its Company Secretary, Mrs. Nishitha Agarwal …. The First Petitioner Company/Amalgamating Company 1 CP (CAA) No.18/230/HDB/2026 Connected with CA (CAA) NO.12/230/HDB/2026 Date of Order:08.09.2026 Dakshin Foundry Private Limited CIN: U02710TS2004PTC210677 having registered office at IVth Floor, Padmaja Landmark, 6-3-648/401, Somajiguda, Hyderabad, Telangana, 500082 Represented by its Chief Financial Officer, Mr. M Pavan Kumar …. The Second Petitioner Company/Amalgamating Company 2 Pitti Engineering Limited CIN: L29253TG1983PLC004141 having registered office at IVth Floor, Padmaja Landmark, 6-3-648/401 Somajiguda, Hyderabad, Telangana, 500082 Represented by its Company Secretary & Chief Compliance Officer, Ms. Mary Monica Braganza …. The Third Petitioner Company/Amalgamated Company DATE OF ORDER: 08.09.2026 CORAM:- SHRI RAJEEV BHARDWAJ, HON’BLE MEMBER (JUDICIAL) SHRI SANJAY PURI, HON’BLE MEMBER (TECHNICAL) CP (CAA) No.18/230/HDB/2026 Connected with CA (CAA) NO.12/230/HDB/2026 Date of Order:08.09.2026 COUNSELS / PARTIES PRESENT For the Petitioners: Ms.Suman Bijarnia, PCS. For the Respondents: Mr.A.Gokulnath, Deputy Director, from RD Mr.Prem Prakash, from OL Ms. Rakshita Reddy, Counsel for Income Tax Department ORDER 1. This Petition is filed jointly by the Petitioner Companies, under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions inter alia seeking for sanction of the Scheme of Amalgamation (“Scheme”) between the Petitioner Companies i.e Pitti Industries Private Limited and Dakshin Foundry Private Limited and Pitti Engineering Limited and their respective Shareholders and Creditors with effect from 01.04.2026 (Appointed Date). 2. The averments made in the Petition in brief: 2.1 Pitti Industries Private Limited (formerly Bagadia Chaitra Industries Private Limited) (hereinafter referred to as the “Petitioner Company 1” or the “First Petitioner Company”) is a private limited company, incorporated on 19th January 2006 under the provisions of the Companies Act, 1956, with Corporate Identification Number – U31200TS2006PTC208072. The name of the Company was changed CP (CAA) No.18/230/HDB/2026 Connected with CA (CAA) NO.12/230/HDB/2026 Date of Order:08.09.2026 from Bagadia Chaitra Industries Private Limited to Pitti Industries Private Limited and a fresh Certificate of Incorporation dated 17th September 2024 was issued by the Ministry of Corporate Affairs, Office of the Central Processing Centre. 2.2 It is averred that Petitioner Company 1 by way of Special Resolution, altered the provisions of its Memorandum of Association with respect to change of place of its Registered Office by shifting it from the State of Karnataka to the State of Telangana which was confirmed by an order of Ld. Regional Director dated 11th November 2025 and such alteration has been registered vide Certificate of Registration dated 17th December 2025, issued by the Registrar of Companies, Hyderabad. The registered office of the First Petitioner Company is same as mentioned in the cause title. 2.3 The First Petitioner Company is engaged in the business of manufacturing of electrical steel laminations, assemblies, and die-cast rotors. A copy of the Memorandum and Articles of Association of the First Petitioner Company is annexed as Annexure A to the petition. 2.4 The First Petitioner Company is a wholly owned subsidiary of Pitti Engineering Limited, the Third Petitioner Company. 2.5 The authorized, issued, subscribed and paid-up share capital of the First Petitioner Company as on December 31, 2025 is as under: CP (CAA) No.18/230/HDB/2026 Connected with CA (CAA) NO.12/230/HDB/2026 Date of Order:08.09.2026 Particulars Amount (₹) Authorized Share Capital 50,00,000 Equity Shares of ₹ 10/- each 5,00,00,000 Total 5,00,00,000 Issued, Subscribed and Paid-up Capital 30,94,200 Equity Shares of ₹10/- each 3,09,42,000 Total 3,09,42,000 Subsequent to the above date and till the date of filing the Scheme of Amalgamation of Pitti Industries Private Limited and Dakshin Foundry Private Limited with Pitti Engineering Limited and their respective shareholders and creditors (“Scheme”), there has been no change in the issued, subscribed and paid-up capital of the First Petitioner Company. 2.6 Dakshin Foundry Private Limited (hereinafter referred to as the “Petitioner Company 2” or the “Second Petitioner Company”) is a private limited company, incorporated on 7th Octob [Showing first 8,000 characters — download PDF for full document]