Nureca Ltd

Key Update

• Final GST rectification order received on 06 August 2026; ITC reversal effected.
• DRC-07 order rectified under CGST Section 161; GST demand dropped.
• Reversal of Input Tax Credit of Rs 15,40,311.

PIT 7(2) manual disclosure due to system delay

• Designated person acquired shares; disclosure made under PIT Regulation 7(2).
• System-driven disclosures delayed; manual filing to ensure regulatory compliance.
• Entry of the designated person reflected on the depository portal; system delay persists.

Tax ITC settlement

• Final CGST Rectification Order received on 06 Aug 2026.
• ITC reversal of ₹15,40,311 disclosed under the settlement.
• Settlement disposed with ITC reversal; dues settled via reversal.
• No impact on the company’s financial position.

Filing Status

• Final Order of Rectification under CGST Act 2017 for 2021-22.
• ITC reversal of Rs 15,40,311; no further demand.

AGM Details

• AGM held July 28, 2026 at 11:30 IST via VC/OAVM.
• Record date: July 21, 2026.

Resolutions & Outcomes

• Ordinary: Adoption of Standalone and Consolidated financial statements; passed by requisite majority.
• Ordinary: Appointment of director on retirement; passed by requisite majority.
• Special: Reappointment of MD for three years; passed by requisite majority.
• Special: Appointment of Whole-time Director; passed by requisite majority.

Voting Highlights

• Resolutions 3 and 4 showed strong support with modest opposition.

Director Changes

• Director reappointment to replace retiree approved.
• Managing Director reappointment for three years approved.
• Whole-time Director appointment approved.

Dematerialisation/rematerialisation status

• No demat requests received during the period.

Shareholding status

• All shareholders hold shares in electronic form; no physical shareholding.

Meeting Details

• Date of meeting: July 21, 2026.
• Time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter ended June 30, 2026.

Other Notes

• No trading window closure or other material governance items disclosed.

Transaction context

• Acquirers are promoter group members; buyback triggered increase in promoter voting rights.
• Filed under Regulation 29(1)/29(2) of Takeover Regulations.
• Extinguishment of shares on January 7, 2026; no transfer of shares.

Promoter holdings impact

• Pre-buyback promoter+PAC voting rights: 64,97,176 shares (64.97%).
• Post-buyback total voting rights: 64,97,176 shares, 68.09%.
• Equity share capital reduced from 100,00,175 to 95,41,920 after buyback.
• Annexure 1 reflects promoter shareholding; individual stakes increase in percentage.

Regulatory compliance and dates

• Disclosures filed under Reg 29(1)/29(2) of Takeover Regulations.
• Buyback period: Dec 18–24, 2025; extinguishment: Jan 7, 2026.
• Post-buyback diluted capital: 95,41,920 shares.

Financial performance

• Standalone revenue from operations: 1,472.10 million; total income: 1,555.30 million.
• EBITDA: 82.78 million; EBITDA margin: 5.63%.
• Standalone PAT: 2.97 million; PAT margin: 1.47%.
• Standalone EPS: 0.30; Consolidated EPS: 2.11.
• Consolidated revenue from operations: 1,469.63 million; total income: 1,550.59 million.
• Consolidated PAT: ~20.8 million; consolidated EPS: 2.11.
• Dividends: Board did not recommend a final dividend for FY2025-26.
• Net cash from operating activities: 32.97 million (consolidated).

Capital structure & returns

• Equity share capital post-buyback: 9,541,920 shares; paid-up capital: Rs 95.42 crore.
• Buyback: up to 580,000 shares approved; 458,255 shares bought back at Rs 330 each.
• Post-buyback outstanding shares: 9,541,920; total equity: Rs 1,807.60 crore.
• Dividend policy: no final dividend for FY2025-26.
• Gearing: 0.44%; net debt: Rs 7.98 crore; total capital: Rs 1,807.60 crore.
• Material subsidiaries policy: Nureca Technologies Private Limited is a material subsidiary.

Strategic & manufacturing developments

• Strategic pillars: D2C growth, Omnipresence, Connected Health, Manufacturing.
• Upcoming Sundran, Punjab facility to anchor a modern healthcare manufacturing platform.
• India-first focus; exports to supplement domestic growth and demonstrate global competitiveness.
• Make in India emphasis; domestic sourcing to strengthen supply chains and quality.
• Dr Trust 360 connected health app with AI insights; data-driven health outcomes.
• Investments phased to align with category opportunities and consumer demand.

Governance, board & risk management

• Board size: 8 directors; 3 Executive and 5 Independent; two women directors.
• Independent Director Vikram Chaudhary resigned on 05 May 2025.
• Smita Goyal appointed Additional Whole-time Director from 01 Jun 2026; three-year term.
• Saurabh Goyal re-appointed Chairman & MD for three years from 03 Sep 2026.
• Aryan Goyal re-appointed Whole-time Director & CEO for three years from 28 May 2027.
• Rajinder Sharma to retire by rotation; re-appointment considered; governance continuity maintained.
• Audit Committee: 4 members; 6 board meetings held; 7 board committees in total.

Subsidiaries & material subsidiaries

• Material subsidiary: Nureca Technologies Private Limited; policy on material subsidiaries disclosed online.
• Subsidiaries: Nureca Inc (USA) 100%; Nureca Technologies Private Limited (India) 100%; Nureca Healthcare Private Limited dissolved Dec 2025.
• Separate financial statements of subsidiaries available on company website or via Form AOC-1.
• Policy governs determination of material subsidiaries; active material: Nureca Technologies Private Limited.

Related party transactions

• Related-party transactions are in ordinary course and arm's length; Audit Committee approvals obtained.
• KMP remuneration: Rs 63.38 million; salaries to KMPs: Rs 58.32 million; other compensation noted.
• Sale to related party: Nureca Technologies Private Limited Rs 2.47 million; purchases from it Rs 384.11 million.
• Corporate guarantee provided by Group to subsidiary: Rs 199.90 million.
• Trade payables to related parties: Rs 21.01 million (Nureca Technologies Pvt Ltd).

ESG & CSR

• CSR not applicable for FY2025-26; CSR asset balance: Rs 1.23 million.
• Energy consumption: 465.55 GJ; CO2e: 53.01 t; energy-efficient products highlighted (e.g., 40W/80W devices).
• Dr Trust 360 enables connected health data platform; domestic manufacturing focus supports Make in India.
• Domestic manufacturing envisaged to create jobs across production, engineering, logistics and suppliers.

Audit, controls & risk flags

• Statutory auditors: M/s Singhi & Co; Secretarial auditors: M/s A. Arora & Co.
• Internal financial controls are adequate; no material control weaknesses reported.
• Going concern status maintained; no material uncertainty disclosed.
• Secretarial compliance and governance disclosures conform to LODR requirements.