Oil Country Tubular Ltd

AGM details

• 40th AGM held on 12 August 2026 at 11:00 IST via VC/OAVM.
• Remote e-voting from 9 to 11 August 2026; voting during AGM also available.

Key resolutions

• Adopt audited financials, directors' report and auditors' report.
• Re-appointment of director by rotation.
• Re-appointment of another director by rotation.

Voting results

• All resolutions passed with requisite majority.
• Voting by an interested party excluded from relevant resolution.

AGM Details

• AGM held on 12 August 2026 at 11:00 A.M. IST via VC/OAVM.

Key Resolutions

• Ordinary Resolution 1: Adopt audited financial statements, Directors' Report and Auditor's Report for year ended 31 March 2026.
• Ordinary Resolution 2: Re-appoint Paruchuri Dheeraj Chowdary, retiring by rotation.
• Ordinary Resolution 3: Re-appoint Puja Kamineni, retiring by rotation.
• Special Resolution 4: Re-designate Paruchuri Dheeraj Chowdary as Whole-Time Director; approve remuneration.

Voting & Results

• Consolidated voting results will be placed on the company website.
• Meeting concluded at 11:40 A.M.

Audit Findings

• Statutory and Secretarial audit reports were unqualified.

Corrections to Q1 results

• Corrigendum to unaudited Q1 FY26-27 results for quarter ended June 30, 2026.
• Total segment results for Q1 FY26-27 corrected to Rs 2,824.19 lakhs from Rs (1,547.81).
• Total Profit Before Tax and After Exceptional Items corrected to Rs 2,847.64 lakhs from Rs (1,524.36).
• Revisions incorporated in revised financial results; other particulars remain unchanged.
• Independent auditor's review conducted; no material misstatement identified.
• During the quarter, 41,95,000 equity shares issued on conversion of OCPS at premium.
• EBITDA for the quarter ended June 30, 2026 was Rs 150.76 lakhs.
• Total income from operations for quarter ended 30.06.2026 was Rs 1,783.33 lakhs.

Financial results and auditor report

• Approved the unaudited standalone financial results for the quarter ended June 30, 2026.
• Approved the limited review report on the unaudited standalone results by M/s CKS Associates LLP.

Financial performance

• Revenue from operations ₹7,009.41 L; total income ₹7,181.12 L.
• Net loss after tax ₹6,148.24 L; total comprehensive loss ₹4,640.85 L.
• PBT before tax ₹-6,435.54 L.
• Deferred tax ₹-287.30 L; PAT ₹-6,148.24 L.
• Basic EPS ₹-12.01; diluted EPS ₹-10.58.
• Equity capital ₹5,198.95 L; OCPS ₹6,146.15 L; total equity ₹19,742.05 L.
• Net debt ₹1,008.91 L; gearing −5%.

Operations and orders

• Tenders won worth ₹155.51 Cr; revenues realized ₹71.81 Cr in FY25-26.
• NABL accreditation for testing lab valid 2026-2030.
• Engineering division invested in a 5-axis CNC center.
• AS-9100D certification underway; defense/aerospace expansion planned.
• Make in India policy aids domestic tender participation for premium connections.

Capital structure & liquidity

• Promoter group converted ICD into OCPS; 61.46 Lakh OCPS outstanding.
• OCPS convertible 1:1 into equity within 18 months.
• Authorized share capital: equity ₹7,100 L; OCPS ₹1,400 L.
• Issued capital: equity ₹5,198.95 L; OCPS ₹6,146.15 L.
• Dividend not declared for FY2025-26 due to losses.
• Long-term borrowings ₹1,022.60 L; short-term borrowings ₹1,465.10 L.
• Total borrowings ₹2,487.70 L; net debt ₹1,008.91 L; gearing −5%.

Governance & management changes

• Board comprises nine directors; five independent.
• New directors appointed in 2025: Puja Kamineni, Paruchuri Dheeraj Chowdary, Shashidhar Kamineni.
• CFO changes in 2025; Ramamuni Reddy resigned Aug 2025; Lal Bahadur Shastry Gubba joined; Ramamuni reappointed May 2026.
• Company Secretary change: Sudhir Kumar resigned May 2025; Vaibhav Suryakant Suryawanshi appointed Aug 2025.
• Independent Directors: Sunil Tandon, Uma Kumari Kamalapuri, Moturu Siva Ram Prasad, Tatineni Yoganand, Venkatesh Parlikar.
• Audit Committee: 3 independent directors; 4 meetings in year.
• Nomination & Remuneration Committee: 3 independent directors; 2 meetings.
• CSR Committee: 3 independent directors; 1 meeting.

Audit & risk management

• Statutory auditors: M/s CKS Associates LLP.
• Secretarial auditor: M/s Manjula Aleti; MR-3 report attached.
• One-day delay in related party disclosures; fines paid to BSE and NSE.
• Internal controls robust; risk management policy in place; quarterly reviews.
• No fraud reported; no significant audit observations.

Contingent liabilities & commitments

• Contingent liabilities include income tax disputes ₹370.67 L; ₹202.12 L; PF ₹10.45 L.
• Capital commitments: ₹921.12 L.
• Civil suit against Mertex Group for breach of contract in progress.

CSR & disclosures

• CSR committee formed; CSR expenditure nil; CSR obligation nil.
• CSR policy on Health care and Education; policy published on website.
• Green initiative: documents sent by email; 97.60% dematerialised as of 31.03.2026.

AGM details

• Date/time: 12 August 2026 at 11:00 IST, via VC/OAVM.
• Register closure from 6 to 12 August 2026 (inclusive).
• Deemed venue: registered office; no physical attendance required.

Resolutions proposed

• Ordinary Resolution 1: Adopt financial statements, Directors' Report and Auditors' Report.
• Ordinary Resolution 2: Re-appoint Paruchuri Dheeraj Chowdary, retiring by rotation.
• Ordinary Resolution 3: Re-appoint Shri Puja Kamineni, retiring by rotation.
• Special Resolution 4: Redesignate Paruchuri Dheeraj Chowdary as Whole-Time Director with remuneration.

Director changes

• Paruchuri Dheeraj Chowdary redesignated as Whole-Time Director for 3 years from June 1, 2026.
• Remuneration proposed: Rs 3.5 lakh per month, with perquisites, subject to law.
• Shri Puja Kamineni to continue as Non-Executive Non-Independent Director.

Voting status

• Voting results not provided in this filing.

Dematerialisation processing status

• Dematerialisation requests processed; securities listed on the relevant stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository's name substituted as registered owner within 30 days.