Tulsyan NEC Ltd

Certificate under Reg 74(5)

• Certificate under Regulation 74(5) for the quarter under review is enclosed.

Tulsyan NEC Limited — Trading Window Closed from Oct 01, 2026 until 48 hours after declaration of the un-audited financial results for the 2nd quarter and half year ending on September 30, 2026.

AGM Details

• Held on 19 Sep 2026 via video conferencing.
• Notice for agenda dated 10 Aug 2026.
• Promoter group had no interest in the agenda.

Adoption of Financial Statements

• Adopt standalone and consolidated financial statements for year ended Mar 31, 2026.

Director Re-appointment

• Re-appoint Lalit Kumar Tulsyan as Director; liable to retire by rotation.

Statutory Auditor Appointment

• Appoint M/s. SRBR and Associates LLP as Statutory Auditors.

Cost Auditor Remuneration

• Remuneration of Murthy & Co. LLP, Cost Auditors, for FY 2026-27, ratified.

Voting Results

• All resolutions passed with strong approval.

AGM video published

• Video recording of the 79th AGM held on 19 Sep 2026 uploaded on the company website.
• Video accessible at https://tulsyannec.in/wp-content/uploads/2026/09/79.mp4.

AGM details

• AGM held on 19 Sep 2026 at 11:30 IST via VC/OAVM
• Deemed venue: registered office, Chennai
• 43 members attended via VC/OAVM

Key resolutions

• Adopt audited standalone and consolidated financial statements for FY 2025-26
• Re-appoint Lalit Kumar Tulsyan as Director, retiring by rotation
• Appoint SRBR and Associates LLP as Statutory Auditors
• Ratify remuneration of Murthy & Co. LLP as Cost Auditors for FY 2026-27

Voting status

• Combined voting results to be intimated to stock exchange within 2 working days
• Results to be posted on company, stock exchange, and CDSL websites

Auditors and tenure

• SRBR and Associates LLP to assume Statutory Auditor role post-AGM
• CNGSN & Associates LLP to complete tenure at conclusion of AGM

Director changes

• Lalit Kumar Tulsyan to be re-appointed as Director, retirement by rotation

Financial performance

• Standalone revenue: ₹76,009.85 Lakhs, down from ₹80,083.08 last year.
• Consolidated revenue: ₹83,975.05 Lakhs, down from ₹87,178.37 last year.
• EBITDA: Standalone ₹2,818.11 Lakhs; Consolidated ₹3,180.43 Lakhs.
• Standalone PBT: ₹-6,443.99 Lakhs; Consolidated PBT: ₹-6,433.23 Lakhs.
• Standalone PAT: ₹-6,443.99 Lakhs; Consolidated PAT: ₹-6,433.23 Lakhs.
• Earnings per share (Basic): Standalone ₹-39.15; Consolidated ₹-39.08.
• Net worth (Standalone): ₹20,891.11 Lakhs; Debt (Standalone): ₹38,457 Lakhs.
• Current ratio: Standalone 0.79; Debt-Equity 1.84x.
• Dividend: no dividend declared for FY2025-26.

Divisional performance

• Steel Division turnover ₹57,509.50 Lakhs; TMT volume 116,767 tonnes, down 4.54%.
• Power Division turnover ₹12,467.56 Lakhs; power generation up 13%; grid shutdowns down 40%.
• Synthetic Division turnover ₹2,904.41 Lakhs; turnover up 18% YoY.
• Revenue from operations (Standalone) ₹72,881.47 Lakhs; Consolidated ₹83,975.05 Lakhs.
• Capex program completed; Furnace A&B retrofitted; TMT capacity expanded by 36,000 tpa.
• Sapient Packing Private Limited ceased to be a subsidiary as of 16-Jul-2026.

Capital structure & liquidity

• NCD moratorium: payments delayed from Oct 2025; restructured with Final Redemption Date 30-Sep-2027.
• Total borrowings (Standalone): long-term ₹31,463.20 Lakhs; current ₹6,993.87 Lakhs; total ₹38,457 Lakhs debt.
• Current ratio stood at 0.79; cash and cash equivalents end FY26 ₹137.66 Lakhs.
• No insolvency proceedings; NCD moratorium terms reflected in notes.

Governance & audit

• Board comprised of 8 directors; 4 Executive, 4 Independent; 1 Independent Woman Director.
• S. Chandrasekaran stepped down as Whole-time Director w.e.f. 08-May-2026.
• SRBR & Associates LLP appointed as Statutory Auditors (2026-2031); previous auditor MNGSN & Associates LLP.
• M. Damodaran & Associates LLP appointed as Secretarial Auditors; a noted XBRL RPT delay observed.
• CEO/CFO certifications provided; Board evaluated governance framework; Independent Directors' declarations filed.

Subsidiaries & corporate actions

• Chitrakoot Steel & Power Private Limited is a Wholly Owned Subsidiary.
• Sapient Packing Private Limited ceased to be a subsidiary from 16-Jul-2026.
• Annexure-A provides performance of subsidiaries: Chitarkoot revenue ₹8,323.78 Lakhs, Sapient pre-operating activities.

Dividends & capital allocation

• No dividend recommended or paid for FY2025-26.
• Capex over FY25-26 included furnace upgrades and capacity expansion in Steel Division.
• Investment policy and capital allocation aligned with long-term strategy; no new equity issues disclosed this year.

CSR & risk management

• CSR expenditure for FY25-26: Nil; Company had negative standalone PAT.
• CSR policy available on website; Green initiatives under ESG agenda highlighted, including energy efficiency projects.

Outlook & risks

• Industry themes: CBAM, PLI for specialty steel; 12% safeguard on steel imports.
• Risks include energy security, input cost volatility, and potential volatility in steel prices.
• Management emphasizes further capex upgrades and ramping up green manufacturing to mitigate CBAM impact.

AGM Details

• Date/time/mode: 19 September 2026 at 11:30 IST, via VC/OAVM.
• Cut-off for e-voting: 12 September 2026.
• Remote e-voting: 16-18 September 2026, 09:00-17:00 IST.
• Deemed venue: Tulsyan NEC Limited, Chennai.

Resolutions

• Item 1 (Ordinary): Adoption of standalone and consolidated financial statements.
• Item 2 (Ordinary): Re-appointment of Lalit Kumar Tulsyan as Director (rotating).
• Item 3 (Ordinary): Appointment of M/s SRBR and Associates LLP as Statutory Auditors.
• Item 4 (Special): Ratify remuneration of Cost Auditors for 2026-27 (Rs 70,000, taxes).

Dividend

• Dividend: No dividend declared for FY 2025-26.

Director changes

• S Chandrasekaran resigned as Whole-Time Director from 8 May 2026.
• Lalit Kumar Tulsyan seeking re-appointment as Director.

Auditor appointments

• Statutory Auditor: SRBR and Associates LLP for a 5-year term (2026–2031).
• Remuneration for 2026–27 fixed at Rs 7.50 Lakh.
• Secretarial Auditor: M Damodaran & Associates LLP appointed for 5-year term.
• Cost Auditors remuneration: Rs 70,000; ratified.

Material related party transactions

• No materially significant related party transactions in FY 2025-26.

Other material approvals

• CSR policy disclosed; RPT policy available on the company website.

Standalone results

• Steel 12,576.20; Synthetic 1,152.17; Power 215.09; total standalone revenue 13,943.46 lakh (quarter ended 30-Jun-2026).

• Segment PBT: Steel (327.15) loss; Synthetic 23.17; Power (811.11).

• Total PBT before finance cost: (1,115.09) lakh.

• Finance costs: 1,969.87 lakh; net standalone loss after finance: (3,084.96) lakh.

• Power plant shutdown: quarter largely offline, four days of startup power required.

Consolidated results

• Consolidated net sales / income: 14,669.58 lakh; total income: 15,749.48 lakh for quarter ended 30-Jun-2026.

• Total consolidated expenses: 17,890.55 lakh; materials 13,612.41; Power & Fuel 1,782.32; finance costs 2,031.78; depreciation 559.81.

• Profit before tax: (2,141.07) lakh; net loss for the period: (2,141.07) lakh; EPS basic/diluted: (13.01) Rs.

• Total assets: 82,821.91 lakh; total liabilities: 66,409.57 lakh; capital employed: 16,412.33 lakh.

• Notes: Debenture moratorium on coupon payments Apr 1–Aug 31, 2026; final redemption date Sep 30, 2027.

• Power plant shutdown noted; fuel supply agreement with Mahanadi Coalfields Limited dated 12 May 2026.

Notes & items from the notes

• Three segments: Steel Division, Synthetic Division, Power; intercompany sales 16.37 lakh and elimination of (28.34) lakh in consolidation.