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: Outcome of Board Meeting

We wish to inform you that Board of Directors of the Company at its meeting held today i.e. 24[th] October 2024 has inter alia, considered and noted/ approved the following:

1. Effectiveness of the Scheme of Amalgamation

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 per the Scheme, the appointed date is 1[st] April 2023.

2. Record Date for shareholders of Transferor Company

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

3. Amendment to Memorandum of Association of the Company:

Consequent to the effectiveness of the Scheme and in terms of the Scheme, the authorised share capital of the Company, of ₹ 30,00,00,000 divided into 6,00,00,000 equity shares of face value of ₹ 5 each will automatically stand increased to ₹ 166,89,25,000 divided into 33,37,85,000 equity shares of face value of ₹ 5 each.

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Accordingly, the existing Clause V of the Memorandum of Association (MOA) of the Company will automatically be substituted as follows:

“The Authorized Share Capital of the Company is ₹ 166,89,25,000 (Rupees One Hundred and SixtySix Crore Eighty-Nine Lakh and Twenty-Five Thousand only) divided into 33,37,85,000 (ThirtyThree 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.”

4. Postal Ballot Notice

Approved the postal ballot notice for seeking members consent under regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 for purchase of the currently leased industrial land from Shri Sharad B Pitti, Promoter and Founder & Chairman of the Company. The detailed notice of the postal ballot with necessary instructions shall be submitted in due course.

The meeting of Board of Directors of the Company commenced at 4:30 P.M and concluded at 5:05 P.M

We request you to take the same on record.

Thanking You,

For Pitti Engineering Limited

MARY Digitally signed by MARY MONICA MONICA BRAGANZA Date: 2024.10.24 BRAGANZA 17:13:09 +05'30' Mary Monica Braganza Company Secretary & Chief Compliance Officer FCS : 5532

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