National Fittings Ltd Directors Report

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the Thirty Two Annual Report together with the Audited Balance

Sheet & Profit and Loss Account for the year ended 31.03.2025.

FINANCIAL RESULTS

The operating results for the year 2024-2025 are given below :

(Rs in Lakhs)

Profit before Interest and Depreciation and Other adjustments		3006.02
Less: Interest	87.46
Depreciation	295.00	382.46
Net Profit before Tax		2623.56
Provision for Tax :
Current Tax	246.70
MAT Credit	—
Deferred Tax (income) / expenses	46.52
		293.22
Net Profit after Tax		2330.34
Amount brought forward from previous year		3352.57
Amount available for appropriation		5682.91
Appropriations
Dividend on Equity Shares		136.25
Other Comprehensive Income (Net of Tax)		31.34
Surplus carried over to Balance Sheet		5515.32

FINANCIAL PERFORMANCE:

The Companys income for the financial year ended 31st March, 2025 was Rs. 8109.95 lacs compared to Rs. 7801.56 lacs in the previous year. The profit before tax for the Company is Rs 2623.56. lacs as against Rs. 802.45 lacs in the previous year. The depreciation for the year is Rs 295.00 lacs compared to Rs. 345.67 lacs in the previous year. After providing Taxation, the Companys net profit stands at

Rs 2330.34 lacs as against Rs. 584.19 lacs in the previous year. An amount of Rs 5515.32 lacs is to be carried over to Balance Sheet.

The Net worth of the company is at Rs. 8097.58 lacs as on 31.03.2025 as against Rs. 5,934.82 lac in the previous year.

DIVIDEND

The Board of Directors has recommended a dividend of Re 1/- per Equity shares on 90,83,182 Equity shares of Rs 10/- each aggregating to Rs 90.83 lacs for the financial year ended 31.03.2025, (Previous year – Rs 136.25 lacs) which if approved by the shareholders in the ensuing Annual General Meeting will be paid to all the Equity shareholders, whose name appear in the Register of Members as on 12th September, 2025 and will be paid to the shareholders on or before 15.10.2025.

PERFORMANCE:

The company has started taking steps towards consolidation and purchasing some components. As part of consolidation one factory unit at Thekkalur has been sold for a consideration of Rs 28 crores and our Dindigul Foundry operations are now shifted to our Vedasandur Foundry Division with effect from 16.06.2024

We expect this to have a positive impact on efficiency

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Despite a decrease in the sales turnover of the company, we have focused on profitability and increased the PBT significantly to 10% vs 7.5% over the previous year.

Performance

FY 24-25 was a year of disciplined execution and balance-sheet strengthening. On a standalone basis, Total Income from Operations was Rs.81.10 crore, representing a growth of 6% compared to Rs 76.53 crore in FY 23-24.

Profit from operations (before exceptional items) stood at Rs 7.02 crore, translating margin of (-)8.7%, an improvement over FY 23-24 levels.

After accounting for exceptional gains from asset monetisation, reported PBT was Rs 26.24 crore, a growth of 284% , while PAT was Rs 23.30 crore, up 299% from Rs 5.84 crore in FY 23-24, translating to an EPS of Rs 25.66 up from. Rs 6.43 in FY 23-24.

ROE improved sharply to 28.78% in FY 24-25 (8.6% in FY 23-24). Interest costs remained modest at

1.1% of operating revenue, and employee costs stable at 12.3%, reflecting

Consolidation & Exceptional Items

The Company completed the sale of the Thekkalur unit (Rs 28 crore) and Dindigul operations (Rs 13.5 crore) for a total consideration of Rs 41.5 crore. The profit on disposal was recognised as exceptional income in FY 24-25.

Production continuity was maintained by relocating capacities to our Vedasandur Foundry Division.

Profitability Drivers

Product mix & realisations: Larger-sized fittings and niche products supported 5 7% higher export realisations Year on Year.

Cost management: Improved yields, tighter working capital, and reduced finance costs lifted margins (from 7.5% PBT margin in FY 23-24 to 8.7% operating margin in FY 24-25).

Exceptional gains: Overall PBT margin stood at 32.3% in FY 24-25 due to asset monetisation.

Market Environment

Despite geopolitical disruptions in the Middle East and global election-related slowdowns, the Company recorded 6% revenue growth, reflecting resilience in both export and domestic markets.

Future Outlook

Looking ahead, the Company remains focused on sustaining high-single-digit operating margins (ex-exceptional) and achieving steady revenue growth through new product introductions, stronger domestic penetration, and export diversification.

Promoter Transition

The promoter change has been formally announced and is currently awaiting regulatory clearance. The incoming promoters bring over 40 years of experience in the pipe fittings casting business, directly aligned with our major raw material requirement. Their induction is expected to:

- Strengthen raw material security and cost stability through backward integration, reducing long-term input volatility.

- Improve profitability via assured quality castings and process efficiencies.

- Provide synergies in supply and customer networks, accelerating domestic and export reach.

- Infuse fresh strategic vision and capital strength to support investments in machining, assembly, and new product lines.

This transition positions National Fittings Ltd. for stronger, sustainable growth and improved competitiveness.

SIGNIFICANT CHANGES

Operating profit and net profit margin increased over previous year due to increase in selling prices in the export and domestic markets and sale of assets.

Capital expenditure to the extent of 7.51 Crores was done during the year in the infrastructure and on Valve design, machines, tooling.

Debtors, Inventories, turnover ratio, current sale ratio and debt equity ratio has not changed significantly over the previous year.

Return on Net Worth was affected compared to previous year. Ratios are detailed in Note 2.31 of the

Notes to the Financial Statements.

RISK MANAGEMENT AND FUTURE OUTLOOK

Tariff Developments:

The recent imposition of tariffs on competing suppliers could alter competitive dynamics markets. While this may create opportunities, competitor reactions and pricing strategies could also affect demand patterns. We are monitoring the situation closely and will adapt our pricing and sourcing strategies as needed.

- Geopolitical Risks: Conflicts in the Middle East and global political uncertainty continue to affect infrastructure spending.

- Supply Chain: We continue to mitigate shipping and logistics risks through higher buffer alternate routing.

Conclusion

– With revenue growth of 6% Year on Year, PAT growth of nearly 300% YoY, stronger balance sheet, and a promoter transition backed by deep casting expertise, National Fittings Ltd. is well-positioned to sustain profitability in the near term and capture stronger growth opportunities in the medium term, while carefully navigating external risks such as tariffs and global demand volatility.

DIRECTORS

Mr Jayaram Govindarajan, Director, who retires by rotation, and being eligible, offered himself for reappointment.

The term of the Independent Director Mr R Alagar ended on 13.08.2024.

Mr Jayaram Govindarajan has been appointed as Managing Director with effect from 24.07.2024

KEY MANAGEMENT PERSONNEL

The following persons are the Key Management Personnel as per the provisions of the Companies Act, and rules made there under:-

Mr Jayaram Govindarajan	Managing Director
Mrs Panath Anitha	Whole Time Director
Mr J Saravanan	Chief Financial Officer
Mr S Aravinthan	Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors further report that

(i) in the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures; (ii) the accounting policies selected have been applied consistently, prudent judgments and estimates have been made to give a true and fair view of the state of affairs of the company as at 31.03.2025 and of the Profit of the company and the cash flow statement for the year ended

31.03.2025.

(iii) they have taken proper and sufficient care in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the annual accounts have been prepared on a going concern basis.

(v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CODE OF CONDUCT

All Directors and Senior Management of the Company have affirmed Compliance with the Code of Conduct of National Fittings Limited for the financial Year ended 31st March 2025.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

NUMBER OF BOARD MEETINGS

During the year, 4 (Four) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR

DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The Company shall have such person on the Board who complies with the requirements of the Companies Act, 2013. Directors/KMPs shall be persons of sound integrity and honesty, apart from knowledge, experienceetcintherespectivefields

Composition of the Board shall be in compliance with the requirements of the Companies Act, 2013. No person less than the age of 21 years shall be appointed as the director of the Board.

The Executive Directors are paid with remuneration as approved by the members but are not paid sitting fees. Independent directors are not entitled for ESOPs.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. Nomination and Remuneration Committee of the Board prepared and sent through its Chairman draft feedback form for evaluation of the Board and Independent Directors.

2. Independent Directors at a meeting of themselves considered and evaluated the performance of the Board, performance of the Chairman and other Non-Independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors.

SHARES

There was no issue of fresh Equity Shares during the financial year. No Bonus Shares were issued.

The Company has not issued any Sweat Equity Shares and not provided any Employee Stock Option Scheme. The Company has not Bought Back any of its securities during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint Venture or Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the Financial Statements of your Companys Subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the Financial Statements of your Company as Annexure 1.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are given in para 2.2 of Notes forming part of the financial statements.

There were no loans, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Management Personnel and other persons which may have a potential conflict with the interest of the Company.

All the related party transactions that were entered during the financial year were in the ordinary course of the business of the Company All the related party transactions are placed before the Audit Committee for approval. Required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The Policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit Committee and Board of Directors is uploaded on the Companys web-site and the link for the same is https://www.nationalfitting.com.

The particulars of Contracts or Arrangements with the related parties made under Section 188 of the Companies Act, 2013 are furnished in Annexure – 2 and are attached to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also assures that internal controls are operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Amount prescribed for CSR Expenditure during 2024-25 is 10.93 lacs

The company spent Rs 10.93 lacs in this financial year as CSR activities. Amount unspent is Rs. Nil.

In 2025-26 Rs 14.37 lacs has been prescribed for CSR expenditure. Details are attached separately to this report in Annexure - 3

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with corresponding rules, the extract of the Annual Return as at 31st March, 2025 in Form MGT 9 is hosted on the website www.nationalfitting.com

LEGAL COMPLIANCE by the regulators or courts or tribunals impacting Therewerenosignificant the going concerns status and companys operations in future.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the CodeofConductadoptedbytheCompany.Acertificatewas received from the

Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing as Annexure 4 to Regulations. TheCertificate this Report.

The Chief Executive Officer and Chief Financial officer (CEO/CFO) certification as required under SEBI

Listing Regulations is attached as Annexure – 5 to this Report.

Related Party disclosures/transactions are detailed in Note 2.32 of the Notes to the financial statement.

SEXUAL HARASSMENT

Company has a policy on prohibition, prevention and redressal of sexual harassment of women at work place and matters connected therewith. The policy is being posted at the website of the Company www.nationalfitting.com/investors/policies.

Company has constituted an Internal Control Committee for prevention of sexual harassment of women at work place.

During the year ended 31st March, 2025 no complaint was received under the policy.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has unclaimed dividend amounting to Rs. 44,08,022/-

a) Pursuant to Rule 6 (12) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 the dividend entitlement on the shares transferred to IEPF authority on dividend paid for the financial year 2023-24 amounting to Rs. 5,96,368/- have been transferred to the Investor Education and

Protection Fund in this financial year.

b) Pursuant to the provisions of Section 124 (5) of the Companies Act, 2013, unclaimed dividend of Rs 25,52,548/- which remained unpaid or unclaimed for a period of 7 years and have been transferred to the Investor Education and Protection Fund in this financial year.

The details of the unpaid and unclaimed dividend lying with the Company have been uploaded on the website of Ministry of Company Affairs.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each Director to the median and mean remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name of Directors/Key Management Personnel	Ratio to Median Remuneration (times)	% Increase / Decrease in Remuneration
Mr A V Palaniswamy	2.50	(9.90)
Mr Jayaram Govindarajan	9.10	10.75
Mr. Susheela Balakrishnan	0.32	(2.44)
Mr. Chenniappan Selvakumar	0.31	33.33
Mr R Alagar	0.71	(56.32)
Mrs A Panath Anitha	2.04	10.15
Mr J Saravanan (Chief Financial Officer)	3.32	7.35
Mr S Aravinthan (Company Secretary)	2.68	6.19

iii) The percentage increase in the median remuneration of employees in the financial year: 13.88% iv) The number of permanent employees on the rolls of the Company: 92 v) The decrease in employees cost for the financial year 2024-25 was 9.23% vi) The average decrease in salaries of employees other than managerial personnel in 2024-25 was 9.15%. Percentage decrease in the managerial remuneration for the year was 10.40% vii) The Company affirms that remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 are given below:

During the period under review, there was no employee drawing remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS

M/s Krishaan & Co Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company from the conclusion of the 29th Annual General Meeting held on 23.09.2022 until the conclusion of 34th Annual General Meeting.

The report of the Statutory Auditors for financial year ended 31st March, 2025 is given along with the

Financial Statements, which are annexed to and forms part of this report.

SECRETARIAL AUDITOR

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed Mr. M R L Narasimha, B.Com, FCS, Practicing Company Secretary (Cop No: 799) as the Secretarial

Auditor for the financial years 2025-30 whose report on 16th of May, 2025 is attached separately to this report. Annexure - 6.

EXPLANATION OR COMMENTS OR QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications,reservations or adverse remarks made by the Statutory Auditors in their report and there were few qualifications, reservations or adverse remarks made by the Practicing Company

Secretary in the Secretarial Audit Report.

In point 5 (a) of the Secretarial Audit Report - the Nomination and Remuneration Committee composition was re-aligned as per SEBI (LODR) Regulations, 2015 and was informed to the Stock Exchange In point 5 (b) of the Secretarial Audit Report - the Secretarial Compliance Report under Regulation 24A of the SEBI (LODR) Regulations, 2015 was submitted in few days delay.

In point 5 (c) of the Secretarial Audit Report – the Company submitted the Annual Report to the Stock Exchange In point 5 (d) of the Secretarial Audit Report – the Company taking steps to transfer shares to IEPF account for which the dividend has remained unclaimed for more than 7 years relating to the year 2016-17 and arranging to file the necessary IEPF forms.

CONSERVATION OF ENERGY

Company continues to buy renewable energy.

TECHNOLOGY ABSORPTION

Company is proposing to increase cape for development of testing facilities to international standards.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange inflow (actual) : Rs. 54,46,98,269/-

Foreign exchange used (actual) : Rs. 88,84,295/-

INDUSTRIAL RELATIONS

Relationship with the employees/labor was cordial during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank M/s. Bank of India for the support extended during the period. Your Directors also wish to thank all the suppliers, employees, Government Departments/Agencies and others for their valuable contribution and assistance during the year.

			FOR AND	ON BEHALF OF THE BOARD
Place	:	Coimbatore	Sd/- A.V. PALANISWAMY Sd/- JAYARAM GOVINDARAJAN
Date	:	16.05.2025	DIN No. 01817391	DIN No. 02178416
			Director	Managing Director