PITTI ENGINEERING LIMITED — AGM Information 2025

Sep 1, 2025

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1[st] September 2025

To, BSE Limited Floor 25, P J Towers, Dalal Street Mumbai – 400 001 Scrip Code: 513519

To, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai – 400 051 Scrip Code: PITTIENG

Dear Sir,

Sub: Notice of 41[st] Annual General Meeting under Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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We wish to inform you that the 41[st] Annual General Meeting of the Company is scheduled to be held on Friday, the 26[th] September 2025 at 2:30 P.M (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

We are enclosing herewith the Notice of the 41[st] Annual General Meeting of the Company.

Kindly take the same on record.

Thanking you,

Yours faithfully, For Pitti Engineering Limited MARY Digitally signed by MARY MONICA MONICA BRAGANZA Date: 2025.09.01 BRAGANZA 13:48:06 +05'30' Mary Monica Braganza Company Secretary & Chief Compliance Officer FCS 5532

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246 Pitti Engineering Limited

Notice

Notice is hereby given that the 41[st] Annual General Meeting of Pitti Engineering Limited will be held on Friday, 26[th] September 2025 at 2.30 P.M IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

“RESOLVED THAT Shri Sharad B Pitti (DIN:00078716) who retires by rotation at this meeting and being eligible for reappointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

• a) the audited financial statements of the Company for the financial year ended 31[st] March 2025 and the reports of the Board of Directors and Auditors thereon and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

  • “RESOLVED THAT the audited financial statements of the Company for the financial year ended 31[st] March 2025 and the reports of the Board of Directors and Auditors thereon as circulated to the Members, be and are hereby considered and adopted.”

• b) the audited consolidated financial statements of the Company for the financial year ended 31[st] March 2025 and the report of the Auditors thereon and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

  • “RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended 31[st] March 2025 and the report of the Auditors thereon as circulated to the Members, be and are hereby considered and adopted.”

• To declare a final dividend on equity shares of the Company for the year ended 31[st] March 2025 and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT the final dividend of 1.50/- (30%) per equity share of face value 5/- each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended 31[st] March 2025 and the same be paid out of the profits of the Company.”

1. To appoint a Director in place of Shri Sharad B Pitti (DIN:00078716), who retires by rotation and being eligible, offers himself for re-appointment and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

2. To ratify the payment of remuneration to the Cost Auditors for the financial year 2025-26 and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

3. “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under, as amended from time to time, the remuneration payable to M/s. S S Zanwar & Associates, Cost Accountants (Firm Registration No.100283), appointed by the Board of Directors as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31[st] March 2026 amounting to ` 3,00,000/- (Rupees three lakhs only) plus applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the audit, be and is hereby ratified.”

4. To consider and approve appointment of Shri Ajay Kishen, Practicing Company Secretary as Secretarial Auditor of the Company and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

5. “RESOLVED THAT pursuant to the provisions of the Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s), amendment(s), or re-enactment(s) thereof, for the time being in force), and based on the recommendations of the Audit Committee and Board of Directors of the Company, Shri Ajay Kishen, Practicing Company Secretary (FCS No 6298 CP No. 5146 and having Peer Review Certificate No. 1759/2022) be and is hereby appointed as Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from financial year 2025-26 till financial year 2029-30, at such remuneration and out of pocket expenses, as may be decided the Board of Directors of the Company in consultation with the Secretarial Auditor.”

By order of the Board For Pitti Engineering Limited

Mary Monica Braganza

Company Secretary & Chief Compliance Officer FCS: 5532

Place: Hyderabad Date: 7[th] August 2025

Annual Report 2024-25 247

Notice

Notice (Contd.)

Notes:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) relating to the Special Business to be transacted at the AGM is annexed hereto. Details of Directors retiring by rotation is provided in the “Annexure-1” to the Notice.

2. The Ministry of Corporate Affairs (“MCA”) has, vide its circular dated 19[th] September 2024 read together with circulars dated 8[th] April 2020, 13[th] April 2020, 5[th] May 2020, 13[th] January 2021, 14[th] December 2021, 5[th] May 2022, 28[th] December 2022 and 25[th] September 2023 (collectively referred to as “MCA Circulars”), permitted convening the AGM through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars and applicable provisions of the Act read with Rules made thereunder and the SEBI Listing Regulations, the AGM of the Company is being held through VC / OAVM. The registered office of the Company shall be deemed to be the venue for the AGM. Further, SEBI vide its circulars dated 12[th] May 2020, 15[th] January 2021, 13[th] May 2022, 5[th] January 2023, 7[th] October 2023 and 3[rd] October 2024 (“SEBI Circulars”) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI Listing Regulations.

3. In compliance with the aforesaid Circulars issued by MCA and SEBI, Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/RTA. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s website www.pitti. in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com.

4. Additionally, in accordance with Regulation 36 (1) (b) of the SEBI Listing Regulations, the Company is also sending a letter to members whose e-mail address is not registered with Company/ Depository Participant/RTA providing the exact web-link of Company’s website from where the Annual Report for financial year 2024-25 can be accessed.

5. Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with XL Softech Systems Limited in case the shares

are held by them in physical form.

1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to MCA and SEBI Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

2. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

3. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Act, will be available electronically for inspection by the Members during the AGM. All documents referred to in accompanying notice are open for inspection by the members at the Registered office of the Company on all working days between 11.00 A.M and 1.00 P.M and will also be available for electronic inspection by the members from the date of circulation of this Notice up to the date of this AGM. Members seeking to inspect such documents can send an e-mail to shares@pitti.in.

4. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before 24[th] September 2025 through email on shares@pitti.in. The same will be replied by the Company suitably.

5. The register of members and share transfer books of the Company will remain closed from Saturday, 20[th] September 2025 to Friday, 26[th] September 2025 (both days inclusive) for determining the entitlement of the shareholders for the final dividend for the financial year ended 31[st] March 2025 and for annual book closure.

6. Members are requested to:

7. a) Intimate/update changes, if any, in their postal address, email address, mobile number, PAN, nominations, power of attorney, bank details such as name of the bank and branch, bank account number, IFS code etc, to the Registrar and Transfer Agent of the Company in case of shares held in physical form and to their Depository Participants in case the shares are held by them in dematerialised form.

248 Pitti Engineering Limited

Notice (Contd.)

• b) Submit the following mandated forms along with requisite supporting documents while making their request for change/ updation. The said forms are also available on the website of the Company at www.pitti.in.

Sl. No.	Particulars	Form
1.	Registration of PAN, postal address, e-mail address, mobile number, Bank Account Details or changes /updation thereof	ISR-1
2.	Confirmation of Signature of shareholder bythe Banker	ISR-2
3.	Registration of Nomination	SH-13
4.	Cancellation or Variation of Nomination	SH-14
5.	Declaration to opt out of Nomination	ISR-3
6.	Service requests for issue of duplicate securities, certificates, claim from unclaimed suspense account, renewal/ exchange of securities certificate	ISR-4

• c) SEBI vide Circular No.SEBI/HO/MIRSD/MIRSDPoD1/P/ CIR/2023/37 dated 16[th] March 2023 (subsumed as part of the SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7[th] May, 2024), in supersession of earlier Circular(s), has prescribed common and simplified norms for processing investor service requests by RTAs and norms for furnishing PAN, KYC (contact details, bank details and specimen signature), and nomination details.

As per the said Circular, it is mandatory for the shareholders holding securities in physical form to, inter alia, furnish PAN, KYC, and nomination details. Physical folios wherein the said details are not available would be eligible for lodging grievance or any service request only after registering the required details. Any payments including dividend in respect of such folios shall only be made electronically with effect from 1[st] April 2024 upon registering the required details.

In view of the above, members are requested to submit their PAN, KYC and nomination details to the Company’s registrars XL Softech Systems Limited. The forms for updation of PAN, KYC, bank details and nomination viz., Forms ISR-1, ISR-2, ISR-3, SH13 are available on our website https://www.pitti.in/ - investors/corporate governance#Shareholder%20 Request%20Forms%20%26%20Unclaimed%20 Dividend/Service%20Request%20Forms.

1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

2. Instructions for e-voting and joining the AGM are as follows:

Voting Through Electronic Means

• i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management

and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below.

• ii. The remote e-voting period commences on Tuesday, 23[rd] September 2025 (9:00 a.m. IST) and ends on Thursday, 25[th] September 2025 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialised form, as on Friday, 19[th] September 2025 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

• iii. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

• iv. The Board of Directors have appointed Shri Saurabh Poddar (Membership No. FCS 9190 and CP No.10787) Proprietor of M/s Saurabh Poddar & Associates Company Secretaries (Firm UIN: S2012AP177700) as the Scrutiniser to scrutinise the voting during the AGM and remote e-voting process in a fair and transparent manner.

• v. The Members who have cast their vote by remote e-voting prior to the AGM may also attend / participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

• vi. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

• vii. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may

Annual Report 2024-25 249

Notice

Notice (Contd.)

obtain the login ID and password by sending a request at evoting@nsdl.com. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

In case of individual shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps

mentioned below under “Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in demat mode”.

The details of the process and manner for remote e-voting are explained below:

Step 1: Access to NSDL e-voting system

Step 2: Cast your vote electronically and join virtual meeting on NSDL e-voting system

DETAILS ON STEP 1 ARE MENTIONED BELOW:

A. Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in demat mode.

As per SEBI circular on e-voting facility provided by listed entities, dated 9[th] December 2020, all “individual shareholders holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. The procedure to login and access e-voting, as implemented by the Depositories / Depository Participant(s), is given below.

Depositories / Depository Participant(s), is given below.
NSDL	CDSL
1. Users already registered for IDeAS e-Services facility of NSDL may follow the following procedure: i. Visit URL: https://eservices.nsdl.com ii. Click on the button “Beneficial Owner” available for login under ‘IDeAS’ section. iii. A new page will open, enter User ID and Password for accessing IDeAS. After successful authentication, click on “Access to e-voting” under Value Added Services on the panel available on the left hand side. Click on “Access to e-voting” under e-voting services. iv. Click on the Company name or e-voting service provider i.e NSDL and you will be re-directed to the e-voting website of NSDL for casting your vote duringthe remote e-voting period.	1. Users already registered for Easi / Easiest facility of CDSL may follow the following procedure: i. Visit URL: https://web.cdslindia.com/myeasitoken/home/ login orhttps://www.cdslindia.com/and click on login and then on New System Myeasi. ii. Click on “New System Myeasi” icon/ Login to Myeasi option under Quick Login iii. Login with your Registered User ID and Password. iv. After successful login of Easi/Easiest the user will be also able to see the e-Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure: i. To register click on the link: https://eservices.nsdl.com ii. Select “Register Online for IDeAS” or click on the link:	2. Users not registered for Easi/Easiest facility of CDSL may follow the following procedure: i. To register click on the link:https://web.cdslindia. com/myeasitoken/Registration/EasiRegistration ii. After successful registration, please follow Point No. 1 above to cast your vote.
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. iv. A new page will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. v. After successful registration, please follow Point No. 1 above to castyour vote.

iii. A new page will open, enter User ID and Password for accessing IDeAS. After successful authentication, click on “Access to e-voting” under Value Added Services on the panel available on the left hand side. Click on “Access to e-voting” under e-voting services. iv. Click on the Company name or e-voting service provider i.e NSDL and you will be re-directed to the e-voting website of NSDL for casting your vote during the remote e-voting period. 2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure: i. To register click on the link: https://eservices.nsdl.com ii. Select “Register Online for IDeAS” or click on the link: https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. iv. A new page will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. v. After successful registration, please follow Point No. 1 above to cast your vote.

250 Pitti Engineering Limited

Notice (Contd.)

NSDL

1. Shareholders can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Login Method for Individual Members holding Shares of the Company in Demat mode through their Depository Participants:

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.

Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Logintype	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl. comor call at 022-4886 7000
Individual Shareholders holding securities in demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.comor contact at toll freeno. 18002109911

B. Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-voting website?

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com either on a personal computer or on a mobile.

CDSL

1. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & e-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective e-Voting service provider i.e. NSDL where the e-Voting is in progress.

2. Once the home page of e-voting system is launched, click on the icon ‘Login” which is available under “Shareholders/Member” section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl. com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log in credentials, click on e-voting and you can proceed to Step 2 i.e.cast your vote electronically.

5. Your User ID details are given below:

Manner of holding	Your User ID is
A] For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is lN30012’’*’
B] For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
C] For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example, if EVEN is 123456 and folio number is 001 *** then user ID is 123456001***

1. Password details for shareholders other than individual Shareholders are given below:

2. a. If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

3. b. If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

Annual Report 2024-25 251

Notice

Notice (Contd.)

• c. How to retrieve your ’initial password’?

• i. If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL in your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your User ID’ and your ‘initial password’.

• ii. In case you have not registered your email address with the Company/ Depository, please follow instructions.

  • Process for those shareholders whose email ids are not registered with the depositories / Company for procuring User ID and password and registration of email IDs for e-voting for the resolutions set out in this notice.

• a) In case shares are held in physical mode please provide Folio No., Name of Shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to shares@pitti.in.

• b) In case shares are held in demat mode, please provide DPID—Client ID (16 digit DPID + Client ID or 16 digit beneficiary ID) Name, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to shares@pitti.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

• c) Alternatively shareholder / members may send an e-mail request to evoting@nsdl.com for procuring User ID and password for e-voting by providing above mentioned documents.

• If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:

• a) Click on “Forgot User Details/ Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl. com.

• b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address.

• d) Members can also use the one-time password (OTP) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, click on Agree to Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-voting will open.

Details on Step 2 are mentioned below:

How to cast your vote electronically on NSDL e-voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General meeting is in active status.

2. Select “EVEN” of the Company, for which you wish to cast your vote during the remote e-voting period and casting your vote during the Annual General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message ‘Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

252 Pitti Engineering Limited

Notice (Contd.)

1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional/Corporate shareholders [i.e. other than individuals, HUF, NRI, etc.] are required to send a scanned copy (PDF/JPG Format] of the relevant Board Resolution/ Authority letter etc., with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the scrutiniser by email to saurabhpoddar1977@ gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc) can also upload their Board Resolution / Power of Attorney / Authority letter etc by clicking on “Upload Board Resolution / Authority letter” displayed under “e-Voting” tab in their login.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://www. evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 02248867000 or send a request at evoting@nsdl.com.

The instructions for members for e-voting on the day of the AGM are as under:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members / shareholders, who will be present in the AGM through VC / OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.

3. Members who have voted through remote e-voting will be eligible to attend the AGM through VC /OAVM. However, they will not be eligible to vote at the AGM.

4. The contact details for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for remote e-voting.

Instructions for members for attending the AGM through VC/ OAVM are as under

• a) Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

• b) Members are encouraged to join the Meeting through Laptops for better experience.

• c) Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• d) Members are encouraged to submit their questions in advance with regard to the financial statements or any other matter placed at the 41[st] AGM, from their registered e-mail address, mentioning their name, DP ID and Client ID number / folio number and mobile number, to reach the Company’s e-mail address at shares@pitti.in before 3:00 p.m. (IST on 24[th] September 2025). Such questions by the Members shall be suitably replied by the Company.

• e) Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID /folio number, PAN, mobile number at shares@pitti.in from 20[th] September 2025 (9:00 a.m. (IST)) to 23[rd] September 2025 (3:00 p.m. (lST)). Those members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

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Notice (Contd.)

Other Instructions

1. The Scrutiniser shall immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting and e-voting on the date of the AGM and make, not later than 2 working days of the conclusion of the Meeting, a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the Company or any person authorised by him in writing and the Results shall be declared by the Chairman or any person authorised by him thereafter.

2. The result declared along with the Scrutiniser’s Report shall be placed on the Company’s website www.pitti.in and on the website of NSDL https:// www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

13. Dividend Related Information

Subject to approval of the Members at the AGM, the final dividend will be paid within 30 days from the conclusion of the AGM, to the Members whose names appear on the Company’s Register of Members as on 19[th] September 2025 and in respect of the shares held in dematerialised mode, to the Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Payment of dividend shall be made through electronic mode to the Members who have updated their bank account details.

Members are requested to register / update their complete bank details with their Depository participant(s) with which they maintain their demat accounts, if shares are held in dematerialised mode, by submitting forms and documents as may be required by the Depository Participant(s) and the process to be followed for updation of bank details, if shares are held in physical mode, is given in Note No.10 in this Notice.

Tax Deductible at Source (TDS) / Withholding tax

In terms of the provisions of the Income-tax Act, 1961, (“the Act”), dividend paid or distributed by a Company on or after 1[st] April 2020 is taxable in the hands of the shareholders. Accordingly, the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders. The TDS / withholding tax rate would vary depending on the residential status of the

shareholder and documents submitted by shareholder with the Company / XL Softech Systems Limited (RTA).

A. For resident shareholders

• Tax will be deducted at source (“TDS”) under Section 194 of the Act at 10% on the amount of dividend payable unless exempt under any of the provisions of the Act. However, in case of individuals, TDS would not apply if the aggregate of total dividend distributed to them by the Company during financial year does not exceed ` 10,000/-.

Tax at source will not be deducted in cases where a shareholder provides Form 15G (applicable to individual) / Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are being met. Blank Form 15G and 15H can be downloaded from the Company website at www.pitti.in. Please note that all fields mentioned in the Form are mandatory and Company may reject the forms submitted, if it does not fulfil the requirement of law.

Needless to mention, valid Permanent Account Number (“PAN”) will be mandatorily required. Shareholders who do not have PAN or whose PAN is invalid due to not being linked with Aadhar, TDS would be deducted at higher rates u/s 206AA of the Act.

NIL / lower tax shall be deducted on the dividend payable to following resident shareholders on submission of self-declaration (as per format available on the Company website at www.pitti.in) as listed below:

• i. Insurance companies: Declaration by shareholder qualifying as Insurer as per section 2(7A) of the Insurance Act, 1938 along with self-attested copy of PAN card;

• ii. Mutual Funds: Declaration by Mutual Fund shareholder eligible for exemption u/s 10(23D) of the Income-tax Act, 1961 along with selfattested copies of registration documents and PAN card;

• iii. Alternative Investment Fund (AIF) established in India: Declaration that the shareholder is eligible for exemption under section 10(23FBA) of the Act and they are established as Category I or Category II AIF under the SEBI regulations. Copy of self-attested registration documents and PAN card should be provided.

254 Pitti Engineering Limited

Notice (Contd.)

• iv. New Pension System Trust: Declaration along with self-attested copy of documentary evidence supporting the exemption and self attested copy of PAN card.

• v. Other shareholders – Declaration along with self-attested copy of documentary evidence supporting the exemption and self-attested copy of PAN card.

• vi. Shareholders who have provided a valid certificate issued u/s. 197 of the Act for lower/ nil rate of deduction or an exemption certificate issued by the income tax authorities along with Declaration.

• B. For non-resident shareholders (including Foreign Institutional Investors and Foreign Portfolio Investors)

Tax is required to be withheld in accordance with the provisions of Section 195 and section 196D of the Act at applicable rates in force. As per the relevant provisions of the Act, the tax shall be withheld @ 20% (plus applicable surcharge and cess) on the amount of dividend payable. In case non-resident shareholders provide a certificate issued under section 197/195 of the Act, for lower / NIL withholding taxes, rate specified in the said certificate shall be considered, on submission of self-attested copy of the same. However, as per Section 90 of the Act, a non-resident shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement (“DTAA”) between India and the country of tax residence of the shareholder, if they are more beneficial to the shareholder. For this purpose, i.e.to avail the tax treaty benefits, the non-resident shareholder will have to provide the following:

• i. Self-attested copy of PAN card, if any, allotted by the Indian income tax authorities; In case PAN is not available, the non-resident shareholder shall furnish (a) name, (b) e-mail ID, (c) contact number, (d) address in residency country, (e) Tax Identification Number of the residency country.

• ii. Self-attested copy of Tax Residency Certificate (“TRC”) for the period FY 2025-26 or calendar year 2025 obtained from the tax authorities of the country of which the shareholder is resident;

• iii. Form 10F and its acknowledgement submitted online on income tax website for the period 1[st] April 2025 to 31[st] March 2026;

• iv. Self-declaration by the non-resident shareholder specifically addressed to the Company of meeting treaty eligibility requirement and satisfying beneficial ownership requirement 1[st] April 2025 to 31[st] March 2026 (Non-resident having PE in India would need to comply with provisions of section 206AB of the Act).

• v. In case of Foreign Institutional Investors and Foreign Portfolio Investors, self-attested copy of SEBI registration certificate.

• vi. In case of shareholder being tax resident of Singapore, please furnish the letter issued by the competent authority or any other evidence demonstrating the non-applicability of Article 24 - Limitation of Relief under India-Singapore Double Taxation Avoidance Agreement (DTAA).

The self-declarations referred to above can be downloaded from the website of the Company www.pitti.in under Investor Desk section.

Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by nonresident shareholders and meeting requirement of Act read with applicable tax treaty. In absence of the same, the Company will not be obligated to apply the beneficial DTAA rates at the time of tax deduction on dividend amounts.

Note: The Resident Non-Individual Members i.e .Insurance companies, Mutual Funds and Alternative Investment Fund (AIF) established in India and Non-Resident Non-Individual Members i.e. Foreign Institutional Investors and Foreign Portfolio Investors may alternatively submit the relevant forms /declarations / documents through their respective custodian who is registered on NSDL platform, on or before 26[th] September, 2025.

Section 139AA of the Act

As per Section 139AA of the Act, every person who has been allotted a PAN and who is eligible to obtain Aadhaar, shall be required to link the PAN with Aadhaar. In case of failure to comply to this, from 1[st] July 2023, the PAN allotted shall be deemed to be invalid/inoperative and tax shall be deducted at the rate of 20% as per the provisions

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Notice (Contd.)

of section 206AA of the Act. The Company will be using functionality of the Income tax department for the above purpose. Shareholders may visit https://www.incometax. gov.in /iec/foportal/ for FAQ issued by Government on PAN Aadhar linking.

To enable us to determine the appropriate TDS / withholding tax rate applicable, we request you to provide the above details and documents not later than 26[th] September 2025.

To summarise, dividend will be paid after deducting the tax at source as under:

• i. NIL for resident shareholders receiving dividend upto ` 10,000 or in case Form 15G / Form 15H (as applicable) along with self-attested copy of the PAN card is submitted.

• ii. 10% for other resident shareholders in case copy of PAN card is provided/available.

• iii. NIL / lower withholding tax rate for resident shareholders on submission of self-attested copy of the certificate issued under section 197 of the Act.

• iv. 20% for resident shareholders if copy of PAN card is not provided / not available.

• v. Tax will be assessed on the basis of documents submitted by the non-resident shareholders.

• vi. 20% plus applicable surcharge and cess for non-resident shareholders in case the relevant documents are not submitted.

• vii. Lower/ NIL TDS on submission of self-attested copy of the valid certificate issued under section 197/195 of the Act.

Aforesaid rates will be subject to applicability of section 206AB of the Act.

In terms of Rule 37BA of Income Tax Rules 1962, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deductee, then such deductee should file declaration with Company in the manner prescribed by the Rules on or before 26[th] September 2025. The Company will not accept any declarations referred to Rule 37BA of Income Tax Rules, 1962 after 26[th] September 2025.

In case tax on dividend is deducted at a higher rate in the absence of receipt or defect in any of the aforementioned details / documents, you will be able to claim refund of the excess tax deducted by filing your income tax return.

No claim shall lie against the Company for such taxes deducted.

Other Information

• i. For shareholders having multiple accounts under different status / category Shareholders holding equity shares under multiple accounts under different status / category and single PAN, may note that, higher of the tax as applicable to status in which shares are held under a PAN will be considered on their entire holding in different accounts.

• ii. Clearing member should ensure that as on record date no shares are lying in their account.

• iii. Please note the form 15H, 15G, 10F and Self declaration forms for Residents and Non-Residents are available on the website of the Company at www.pitti.in. Kindly note that the aforementioned documents should be emailed to shares@pitti.in and in the prescribed format. If the Non-Resident declarations are not received in the prescribed format, Company reserves the right to reject the same. No communication on the tax determination / deduction shall be entertained after 26[th] September 2025.

14. IEPF Related Information

• i. Shareholders/Members are requested to note that dividends remaining unclaimed for a consecutive period of seven years from the date of transfer to the Company’s Unpaid Dividend Account, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). In addition, all shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority.

• ii. In view of above Shareholders/Members are requested to claim their dividends from the Company, within the stipulated timeline as prescribed under the Companies Act 2013. Members intending to claim their unclaimed dividends are requested to correspond with the XL Softech Systems Limited at xlfield@gmail.com or write to the Company at shares@pitti.in

• iii. In the event of transfer of shares and the unclaimed dividends to IEPF, Members may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.

256 Pitti Engineering Limited

Notice (Contd.)

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

The Board of Directors of the Company at the meeting held on 21[st] April 2025, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. S S Zanwar & Associates, Cost Accountants to conduct an audit of cost records maintained by the Company for the financial year ending 31[st] March 2026. In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, remuneration of the Cost Auditors needs ratification by the Members of the Company.

None of the Directors or Key Managerial Personnel of the Company or their relatives, are concerned or interested, financially or otherwise, in the resolution set out in Item No.4 of the notice.

The Board recommends the ordinary resolution set out at Item No.4 of the notice for approval by the Members.

Item No. 5

SEBI vide its notification dated 12[th] December 2024, amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The amended regulations require Listed Company to obtain shareholders’ approval for appointment of Secretarial Auditors, in addition to approval by the Board of Directors.

Accordingly, the Board of Directors of the Company at their meeting held on 21[st] April 2025, based on the recommendation of the Audit Committee, approved the appointment of Shri Ajay Kishen, Practicing Company Secretary (FCS No 6298 CP No. 5146 and having Peer Review Certificate No. 1759/2022), as the Secretarial Auditor of the Company for a term of five consecutive years from financial year 2025-26 to financial year 2029-30, subject to the approval of the shareholders of the Company.

Shri Ajay Kishen is a Peer-Reviewed, qualified Company Secretary with over two decades of experience, practicing since 2003. He provides corporate consultancy services to listed, unlisted, and private limited companies. His areas of expertise include corporate law, SEBI regulations, FEMA, and overall regulatory compliance. He offers a wide range of professional services, including conducting secretarial audits, due diligence audits, and issuing certifications required by regulatory authorities such as the ROC, RBI, banks, and financial institutions.

Shri Ajay Kishen has given his consent for the appointment as Secretarial Auditor and confirmed his appointment, if made, would be within the limits specified under the Act & Rules made thereunder and SEBI Listing Regulations. He has further confirmed he is not disqualified to be appointed as Secretarial Auditor in terms of the provisions of the Act & Rules made thereunder and SEBI Listing Regulations, as amended from time to time.

The proposed remuneration to be paid to the Secretarial Auditor for the secretarial audit for the financial year 2025-26 is ` 1,00,000/- (Rupees one lakh only). In addition to conducting the Secretarial Audit, the Secretarial Auditor shall also issue to the Company such certificates, as may be required under applicable laws from time to time for which they will be remunerated separately on mutually agreed terms. The remuneration for the subsequent year(s) of their term shall be fixed by the Board of Directors of the Company based on the recommendation of the Audit Committee. Shri Ajay Kishen, Practicing Company Secretary has been conducting the Secretarial Audit of the Company since the financial year 201516.

None of the Directors or Key Managerial Personnel of the Company or their relatives, are concerned or interested, financially or otherwise, in the resolution set out in Item No.5 of the notice.

The Board recommends the ordinary resolution set out at Item No.5 of the notice for approval by the Members.

By order of the Board For Pitti Engineering Limited

Place: Hyderabad Date: 7[th] August 2025

Mary Monica Braganza Company Secretary & Chief Compliance Officer FCS: 5532

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Notice (Contd.)

ANNEXURE-1

Details of Directors seeking appointment / re-appointment at the Annual General Meeting

Name	Shri Sharad B Pitti
DIN	00078716
Age	68years
Date of first appointment on the Board	17stSeptember 1983
Expertise in specific functional area	Industrial Management
Profile	Sharad B Pitti, founder of the Company, is a visionary leader who played a pioneering role in establishing and advancing the lamination manufacturing industry in India. With an illustrious career spanning over four decades, he has been instrumental in steering the Company toward consistent growth and long-term success. Under his leadership, the Company has evolved from a modest beginning into a respected name in the industry, known for its innovation, quality, and commitment to excellence. His deep industry knowledge, entrepreneurial spirit, and unwavering dedication have laid a strong foundation for the Company’s achievements and continue to inspire future generations.
Directorship held in other Companies as on date of AGM Notice	Pitti Electrical Equipment Private Limited (Unlisted) Pitti Holdings Private Limited (Unlisted) Pitti Components Limited (Unlisted) Pitti Trade and Investment Private Limited (Unlisted)
Membership / Chairmanship of Committees of other Boards	NIL
Shareholding in the Company as on date of AGM Notice	44,38,653 equity shares
Relationship with other Directors / Key Managerial Personnel	Father of Shri Akshay S Pitti. Not related to anyother Director or KeyManagerial Personnel
Listed Entities from which resigned in the past threeyears	Nil

For other details please refer to the Corporate Governance Report.

During the year 2024-25 Shri Sharad B Pitti could not attend all Board and Committee meetings as he was unwell for certain periods.