PITTI ENGINEERING LIMITED — Capital/Financing Update 2024

Oct 24, 2024

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24[th] October 2024

To BSE Ltd 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: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

• Ref: Effectiveness of the Scheme of Amalgamation amongst Pitti Castings Private Limited (“PCPL” or the “Amalgamating Company 1”), Pitti Rail and Engineering Components Limited (“PRECL” or the “Amalgamating Company 2”) and Pitti Engineering Limited (“PEL” or the “Amalgamated Company”) (their respective Shareholders and Creditors under Sections 230-232 of the Companies Act, 2013 and rules framed thereunder (the Scheme)

This has reference to our letter dated 4[th] October 2024, informing about the receipt of the certified true copy of the order passed by the Hon’ble National Company Law Tribunal, Bench at Hyderabad sanctioning the Scheme.

Pursuant to the applicable provisions of the Companies Act, 2013 and provisions of the Scheme and in terms of the approval of Board of Directors of Pitti Engineering Limited (PEL), Pitti Castings Private Limited (PCPL), Pitti Rail and Engineering Components Limited (PRECL) each of the companies have filed Form No. INC-28 with the Registrar of Companies, Hyderabad on 24[th] October 2024, and accordingly, the Scheme has become effective from 24[th] October 2024. Kindly note that as the Scheme, the appointed date is 1[st] April 2023.

In terms of the applicable provisions of the Companies Act, 2013 and Clause 1.15 of the Scheme, this is to inform you that Thursday, 24[th] October 2024 has been fixed as the ‘Record Date’ for the purpose of determining the names of its shareholders of the Amalgamating Company 1 to whom equity shares of the Pitti Engineering Limited would be allotted as consideration pursuant to the Scheme.

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Further, in terms of Clause 12.2 (‘Combination of the Authorised Share Capital’) of the Scheme, the Memorandum of Association of the Company stands amended as below:

“The Authorized Share Capital of the Company is ₹ 166,89,25,000 (Rupees One Hundred and Sixty-Six Crore Eighty-Nine Lakh and Twenty-Five Thousand only) divided into 33,37,85,000 (Thirty-Three Crore Thirty-Seven Lakh and Eighty-Five Thousand) equity shares of ₹ 5 (Rupees Five) each. The Company has the power from time to time to increase or reduce its capital. Any of the said shares and any new shares hereafter to be created, may from time to time be divided into shares of several classes in such manner as the Articles of Association of the Company may prescribe or allow and so that the shares of each class may have or confer such preferred or other special rights and privileges and may be issued under such restrictions and conditions whether in regard to dividend, voting, return of capital or otherwise, as well have been assigned thereto by or under the provisions of the Articles of Association but so that the special rights or privileges belonging to holders of any shares issued with preferred or other rights shall not be varied or abrogated or affected except with such sanction as is provided for by the Articles of Association of the Company for the time being.”

We request you to take the same on record.

Thanking You,

For Pitti Engineering Limited Digitally signed by MARY MARY MONICA MONICA BRAGANZA BRAGANZA Date: 2024.10.24 17:20:22 +05'30' Mary Monica Braganza Company Secretary & Chief Compliance Officer FCS : 5532

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