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NITIN CASTINGS LTD.

02 November 2026 | 04:01

Industry >> Castings/Foundry

Select Another Company

ISIN No INE861H01020 BSE Code / NSE Code 508875 / NITINCAST Book Value (Rs.) 183.62 Face Value 5.00
Bookclosure 25/08/2025 52Week High 650 EPS 20.67 P/E 22.86
Market Cap. 242.95 Cr. 52Week Low 260 P/BV / Div Yield (%) 2.57 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the 43rd (Forty Third) Annual Report on the business and
operations of the Company together with the Audited Financial Statements for the financial year ended
31st March, 2026 in compliance to the Companies Act, 2013 ('Act”).

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the financial year ended 31st March, 2026 as
compared to the previous year is summarized below:

Particulars

Current Year

Previous Year

Total Revenue

15123.50

15447.84

Expenditure (excluding Depreciation and Amortization)

13452.09

13564.11

Earnings before Depreciation and Taxes

1671.41

1883.73

Depreciation and Amortization

230.64

207.16

Earnings before Taxes

1381.44

1676.57

Tax expenses including Deferred tax

318.51

435.37

Profit after Taxes

1062.93

1241.21

Add : Balance brought forward from previous year

5556.66

4468.90

Add : Other Comprehensive Income

6.37

0.79

Add : Adjustment of prior years

-

-

Less : Dividend (Including Dividend Tax)

(154.24)

(154.24)

Balance carried to Balance Sheet

6471.72

5556.66

OPERATING RESULT & PROFIT:

During the year under review, your Company has registered a Turnover of Rs. 14,708.69 Lakhs as against
Rs. 15,057.38 Lakhs in the previous year. The Profit before taxes in the current year is Rs. 1381.44 Lakhs
as against Rs.1676.57 Lakhs in the previous year and profit after taxes are Rs. 1062.93 Lakhs as against Rs.
1241.21 Lakhs
in the previous year.

FINANCE:

Cash and cash equivalents as at 31st March, 2026 was Rs.12.15 Lakhs. The Company continues to focus on
judicious management of its working capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.

SHARE CAPITAL:

During the year under review, the paid-up Equity Share Capital as on March 31, 2026 is Rs. 257.07 Lakhs
comprising of 51,41,330 shares with the face value of Rs. 5/- per share.

During the year under review, the company has not issued shares with the differential voting rights nor has
granted any stock options or sweat equity.

TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to the General Reserve
of the Company. During the year under review the Company the Company transferred Rs.
1069.30 Lakhs to
Retained Earning.

The Company has a robust investor grievance mechanism that enables shareholders to reach out via email
or written communication to either the Company or its Registrar and Transfer Agent (RTA). To ensure
transparency, all critical information is promptly uploaded on the Company's website and disclosed to stock
exchanges in compliance with SEBI regulations.

HUMAN RESOURCE MANAGEMENT

During FY 2025-26, the Human Resources function remained firmly aligned with the Company’s strategic
and business priorities, driving the people's agenda centered on organizational effectiveness, leadership
capability, workforce readiness, and performance excellence. With a strong focus on business alignment,
agility, and outcome-focused execution, HR initiatives were designed to strengthen organizational capability,
enhance employee experience, and deliver measurable business impact. As part of our commitment to building
future-ready talent, the Company continued to invest in innovative learning and development interventions
that accelerated capability building, promoted continuous learning, and enabled employees to adapt quickly
to evolving business and industry requirements. These initiatives enhanced organizational agility and
strengthened our ability to execute with speed in a rapidly changing environment.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances,
Guarantees and Investments are provided as part of the financial statements.

SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND IOINT VENTURE COMPANY:

The Company doesn't have any Subsidiary, Joint Venture or Associate Company and hence doesn't require any
reporting for the same.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules,
2014, Form AOC-1 is annexed to this report as
“Annexure I”

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated
a Policy on Related Party Transactions. The Policy can be accessed on the Company's website at
www.nitincasting.com. During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of
business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm's length basis. During the year under review there
were no material related party contracts entered into by the Company requiring shareholders' approval.

There were no materially significant Related Party Transactions made by the Company during the year that
would fall under the scope of Section 188 of the Company Act, 2013. Disclosure in
Form AOC-2 in terms of
Section 134(3) (h) of The Companies Act, 2013 is annexed as "
Annexure II”.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year under review.

SEGMENT:

The Company operates only in a single segment i.e. Alloy Products.

DEPOSITS:

During the year under review, the Company has not accepted deposits covered under Sections 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the
Company has made necessary disclosures and reporting as required in respect of details relating to deposits.

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2026, is placed on the
website of the Company at
www.nitincastings.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Company has established Internal Financial Control over financial reporting in current Financial Year 2025¬
26.

BOARD MEETINGS AND COMMITTEE MEETINGS:

• Six (6) Board Meetings were held during the Financial Year 2025-26. The details of the Board meetings
and the attendance of the Directors are provided in the Corporate Governance Report which is annexed
herewith.

• Six (6) Audit Committee Meetings were held during the Financial Year 2025-26. The details of the Audit
Committee Meetings and the attendance of the Directors are provided in the Corporate Governance
Report which is annexed herewith.

• One (1) Nomination & Remuneration Committee Meeting was held during the Financial Year 2025-26.
The details of the Nomination & Remuneration Committee Meetings and the attendance of the Directors
are provided in the Corporate Governance Report which is annexed herewith.

• One (1) Stakeholders Relationship Committee Meeting was held during the Financial Year 2025-26. The
details of the Committee Meeting and the attendance of the Directors are provided in the Corporate
Governance Report which is annexed herewith.

• One (1) Independent Directors Committee Meeting was held during the Financial Year 2025-26. The
details of the Committee Meeting and the attendance of the Directors are provided in the Corporate
Governance Report which is annexed herewith.

• One (1) CSR Committee Meeting was held during the Financial Year 2025-26.

The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings are
disclosed under Corporate Governance section of Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year, Mrs. Meghna Vihang Makda (DIN: 10500291) was appointed as an Additional (Independent
& Non-Executive Director) of the Company w.e.f. 25th July, 2026 subject to regularization at the ensuing Annual
General Meeting of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than the sitting fees.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Company's Articles of Association,
Mr. Nitin Kedia, Executive Director of the Company (DIN: 00050749), retires by rotation and, being eligible,
offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion
of the Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent
Directors on the Board.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f. 1st
December, 2019, all Independent Directors of the Company viz. have registered themselves in the Independent
Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). In the opinion of the
Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience
including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles
of Association of the Company, Mr. Nitin Kedia (DIN: 00050749) is liable to retire by rotation at the ensuing
43rd Annual General Meeting and being eligible, has offered himself for re-appointment. His re-appointment
is being placed for your approval at the ensuing 43rd Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors of your Company confirm that:

i in the preparation of the annual Accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

ii your Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2026 and its profit for the year ended on that date;

iii your Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv your Directors have prepared the Annual Accounts for the financial year ended March 31, 2026 on a
going concern basis;

v your Directors have laid down internal financial controls which are followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

vi your Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section of 134 (3) (p) of The Companies Act, 2013 and Rule 8 (4) of the Companies
(Accounts) Rules an annual performance evaluation was carried out by the Board of its own performance,
Directors individually and Committees of the Board. Performance evaluation of the Board and Committees was
done by the Board after seeking inputs from all Directors, inter-alia covering different criteria viz, adequacy
and composition of the Board, quality of deliberations, transparency, effectiveness of Board procedures, and
observance of governance and contributions of Directors at Board and Committee meetings. In evaluating
the performance of Individual Directors, criteria such as leadership qualities, qualifications, responsibilities
shouldered, analytical skills, knowledge, participation in long-term strategic planning, inter-personal
relationships and attendance at meetings was taken into consideration. In compliance with Regulation
17(10) of the Listing Regulations, 2015, the Board carried out performance evaluation of Independent
Directors without the participation of the Director being evaluated. The performance evaluation was carried
out based on parameters such as, initiative, contributions, independent judgement, understanding the
business environment and understanding of strategic issues. Independent Directors are a diversified group
of recognised professionals with wide horizon of knowledge, competence and integrity who express their
opinions freely and exercise their own judgements in decision-making.

AUDIT COMMITTEE:

The Audit Committee consists of the following members as on March 31, 2026:

Sr. No.

Name

Category

1

Mr. Arvind B. Jalan

Chairperson

2

Ms. Jayaprakash Preethi

Member

3

Mr. Nipun N. Kedia

Member

During the year under review, the Board has accepted all the recommendation of the Audit Committee.

The details terms of reference, meetings of committee, attendance of members at Committee meetings are
available in the Corporate Governance Report and forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees
and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation
of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against
victimization of employees and provides for direct access to the Chairman of the Audit Committee. The same
is also available on the website of the Company at www.nitincastings.com.

DEPOSITS

The Company has neither invited nor accepted or renewed any amount falling within the purview of provisions
of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules,
2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits
covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V
of the Act is not applicable. The Company has not accepted any deposits from public and as such, no amount
on account of principal or interest on deposits from public, was outstanding or unpaid as on the date of the
balance sheet.

INSURANCE

The Company has secured adequate insurance coverage for its assets, commensurate with its operational
requirements.

NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of Companies Act, 2013, your Company has 'Nomination & Remuneration
Committee’ with scope and functions as stipulated under the Companies Act, 2013 and SEBI (LODR)
Regulations.

The Nomination and remuneration Committee consists of the following members as on March 31, 2026.

Sr. No.

Name

Category

1

Mr. Arvind B. Jalan

Chairperson

2

Ms. Jayaprakash Preethi

Member

3

Mr. Chintan Tarun Rambhia

Member

The terms of reference, meetings of Committee, attendance of members at Committee meetings are available
in the Corporate Governance Report and forms part of this Annual Report.

Your Company has 'Stakeholders Relationship Committee' with enhanced scope and functioning. The
Stakeholders Relationship Committee consists of the following members as on March 31, 2026.

Sr. No.

Name

Category

1

Mr. Arvind B. Jalan

Chairperson

2

Ms. Jayaprakash Preethi

Member

3

Mr. Nipun N. Kedia

Member

The terms of reference, meetings of committee, attendance of members at Committee meetings are available
in the Corporate Governance Report and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

During the year under review i.e., for the Financial Year 2025-26; the Company has made contribution towards
the Corporate Social Responsibility activities.

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the
same has been hosted on Company’s website at
https://www.nitincastings.comstatutory documents and
information.pdf.

The detailed report on CSR is enclosed as "Annexure-III” to the report.

STATUTORY AUDITORS:

M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN #113675W/W100361), have
conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation
that, their appointment, if made by the members, would be within the limits prescribed under the Companies
Act, 2013.

The requirement to place the matter relating to appointment of Auditors for ratification by Members at every
Annual General Meeting was omitted vide notification dated 7th May, 2018, issued by the Ministry of Corporate
Affairs. Accordingly, no resolution is proposed for ratification of the appointment of Auditors in the ensuing
Annual General Meeting of the Company.

STATUTORY AUDITORS' REPORT:

The Auditors' Report on Financial Statements for the year ended 31st March, 2026 forms part of this Annual
Report. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014; the Board of Directors had appointed Ms. Kala
Agarwal, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial
Year ended March 31, 2026. The Secretarial Audit Report is annexed as
“Annexure IV”.

COST AUDITORS

The Board of Directors pursuant to Section 148 of the Act and on the recommendation of the Audit Committee,
appointed M/s. NKJ & Associates, Cost Accountants (Firm Registration Number PROP/01515), as the Cost
Auditors of the Company for the Financial Year 2026-27 in the Board Meeting dated August 14, 2026 M/s.
NKJ & Associates have confirmed that their appointment is in due compliance of Section 141, 148 and other
applicable provisions of the Companies Act, 2013. As per the provisions of the Companies Act, 2013, the
remuneration payable to the Cost Auditor was placed before the Members in the 43rd Annual General Meeting
for purpose of ratification of the same.

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost records. Accordingly, the Company has duly maintained the
prescribed cost accounts and records for the financial year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of
India on Meetings of the Board of Directors and General Meetings.

DETAILS OF FRAUD:

There were no frauds which are reported to have been committed by Employees or Officers of the Company
during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "
Annexure V" to this Report.

LISTING FEES:

The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing
fees to the Stock Exchange till date.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this
Report as "
Annexure VI".

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from M/s. )hunjhunwala Jain & Associates LLP,
Chartered Accountant, Mumbai, (FRN #113675W/W100361), regarding compliance of the requirements
of Corporate Governance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section forming part of the Annual Report. The Auditors'
Certificate for the financial year 2025-2026 does not contain any qualification, reservation or adverse remark.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL:

The Company has always been socially conscious corporate, and has always carried forward all its operations
and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing
of Castings.

Continuous plantation activities in and around the Factory as usual has helped in keeping the environment
pollution free

CONSERVATION OF ENERGY:

The Company has taken all possible measures for the conservation of energy by undertaking melting operations
in consolidated and economical lot sizes for optimum utilizations of furnace.

FOREIGN EXCHANGE EARNING AND OUTGO:

The information regarding the foreign exchange earnings and outgo is contained in the Note No. 43 in the
Notes to Account section.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals that
may have an impact on the "
Going Concern Status" and Company's Operations in the future.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL), 2013:

The Company is committed to uphold and maintain the dignity of Women Employees. An Internal Complaints
Committee has been formed for each location of the Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a broad and comprehensive
policy in place to deal with any such situation. The Policy is available on the website of the Company at
www.
nitincastings.com.

No case of Sexual harassment was reported to the Internal Complaints Committee during the year under
review.

Sr. No.

Particulars

Total Count

1.

Number of complaints of sexual harassment received in the year

0

2.

Number of complaints disposed off during the year

NA

3.

Number of complaints disposed off during the year

NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company remains committed to ensuring compliance with the provisions of the Maternity Benefit Act,
1961, and all applicable regulatory requirements thereunder.

Eligible women employees are provided with statutory maternity benefits, including paid maternity leave,
nursing breaks, and protection of employment during the maternity period. The Company has established
appropriate policies and practices to support a safe, inclusive, and equitable workplace.

During the financial year under review, no instances of non-compliance or related complaints were reported.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE REPORT:

There were no reportable material changes or commitment, occurred between the end of the Financial Year
and the date of this report, which may have any effect on the financial position of the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards during the Financial Year 2025-26.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year there were no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The Code requires pre-clearance
for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors
and the designated employees while in possession of unpublished price sensitive information in relation
to the Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All the Directors and the designated employees have confirmed compliance with
the Code.

CODE OF CONDUCT:

Your Company has adopted a Code of Conduct applicable for all Directors and Senior Management of the
Company which is in consonance with the requirements of Listing Regulations. The said code is available
on the website of the Company. All the Directors and Senior Management Personnel of the Company have
affirmed compliance with Code of Conduct of the Company for the year ended 31st March, 2026. A declaration
to this effect signed by Managing Director forms part of this Report.

ACKNOWLEDGEMENT:

The Directors express their deep gratitude and thanks Central and State Governments as well as their respective
Departments and Development Authorities connected with the business of the Company, contractors and
consultants and also Banks, Financial Institutions, Shareholders and Employees of the Company for their
continued support and encouragement and look forward for the same in future.

BY ORDER OF THE BOARD OF DIRECTORS
FOR NITIN CASTINGS LIMITED
SD/- SD/-NITIN KEDIA NIRMAL KEDIACHAIRMAN & MANAGING DIRECTOR DIRECTOR

DIN:00050749 DIN: 00050769

Date: 14th August, 2026
Place: Mumbai