Vardhman Special Steels Ltd

AGM details

• Date/time: 18 Sep 2026, 10:00 AM, via VC/OAVM.
• Record date for voting: 11 Sep 2026.
• Remote e-voting window: 15 Sep 2026 09:00 to 17 Sep 2026 17:00.
• Deemed venue: registered office, Ludhiana, for VC/OAVM.
• e-voting facility provided by Central Depository Services (CDSL).

Key resolutions

• Adopt Audited financial statements and directors' & auditors' reports.
• Declare dividend of 3.50 per share for FY26.
• Re-appoint Rajendar Kumar Rewari as director by rotation.
• Re-appoint Toshio Ito as director by rotation.
• Approve revised remuneration for Soumya Jain as Executive Director through Aug 2028.
• Ratify Cost Auditor remuneration for FY27: Rs 75,000 plus expenses.
• Approve continuation of Rajendar Rewari as Executive Director beyond age 70.

Dividend

• Dividend proposed: Rs 3.50 per equity share; subject to AGM approval.

Director changes

• Koichiro Hayashida appointed Non-Executive Director (Subscriber Director) from 04 Jul 2025; approved 24 Sep 2025.
• Dinkar Gupta and Nishant Arya appointed Independent Directors from 25 Sep 2025; postal ballot approved 10 Dec 2025.
• Rajender Gupta ceased as Director on 24 Sep 2025.
• Sanjoy Bhattacharyya ceased as Director on 24 Sep 2025.

Auditors

• Statutory Auditor: M/s BSR & Co., LLP; re-appointed for five years.
• Secretarial Auditor: Harsh Goyal & Associates; appointed Apr 2025 for five years.
• Cost Auditor: Ramanath Iyer & Co.; remuneration for 2026-27 placed for ratification.

Material related party transactions

• Royalty paid to Aichi Steel Corporation: Rs 1,219.80 lakh.

Other material approvals

• ESOP 2025 approved via postal ballot.

Other notable items (capital-related)

• Preferential allotment to Aichi Steel Corporation: 14,770,100 shares at Rs 260.60; total Rs 38,490.88 lakh.

Record date and book closure

• Record date fixed at 28 August 2026 to determine dividend entitlement, subject to AGM approval.
• Book closure from 29 August to 5 September 2026 for AGM-related records.
• Dividend, if declared, paid electronically within a week after AGM.

Meeting details

• No date or time disclosed in this filing chunk.

Participants

• Key company participants not listed in this chunk.

Purpose

• No specific purpose for an investor meeting stated in this chunk.

Availability

• No recording, transcript, or presentation noted as available.

Financial Performance

• Q1 FY27 sales 59,000 tonnes, up 6.5% YoY
• Revenue from operations INR 486 crores, up 12%
• EBITDA for the quarter INR 68 crores; PAT INR 41 crores
• EBITDA per tonne INR 10,760; ex-surplus INR 10,700
• EBITDA range 8,000–11,000; next year 8,000–12,000
• Exports direct 6–7%; indirect via Aichi 5%
• Total exports ~9–10%; Aichi share ~40% of exports

Operations & Capacity

• Forging unit with Aichi Steel; cost likely lower than initial estimate
• Environment Ministry approval sought to raise melting capacity to 360,000 tonnes
• NDT line to be commissioned by Sep–Oct this year
• Peeling line to be commissioned by Sep–Oct this year
• In-house testing lines to reduce bottlenecks and improve product mix

Projects & Capex

• Greenfield 5 lakh tonnes plant; land and machinery finalizing by Aug–Sept
• Kocks Block and Reheating Furnace commissioned; rolling capacity ~300,000 t
• Ingot casting for die steels ready by Q3 FY27–28
• New solar plant: timeline ~1 year; expected cost savings later
• Funding not a constraint; major shareholders and government support

Q&A Highlights

• Export share ~7–8%; could rise to 10%; Aichi ~40% of exports
• FY27 volume target ~255,000 t; FY28 target ~270,000 t
• Non-automotive steel to become growth engine; die steels and railways focus
• Ingot casting enables die steels; European OEM supply later this year
• Forging with Aichi to ramp gradually; customers engaged; approvals pending
• EBITDA per ton guidance uplift to 9,000–12,000 by 28–29; solar impact
• If environmental approvals come, sales could rise to ~290k next year
• Q2 price revisions underway; Q1 settlements largely complete; Q2 prices higher
• Rolling capacity currently 3 lakh t; target input 3.3 lakh

Guidance & Outlook

• EBITDA per tonne range to shift to 9,000–12,000 by 28–29
• Solar plant expansion expected to yield further cost savings post-commissioning
• Revenue ramp tied to environmental clearances and capex timing
• Volume growth constrained by license; expansion unlocks later years

Risks & Watchpoints

• Environmental clearances for 3.0–3.6 lakh expansion expected in 3–4 months
• Project costs higher due to metals inflation and INR depreciation
• Reliance on partner approvals and customer qualification for Aichi forge
• Exports sensitivity to global demand; near-term focus on domestic market

Project overview and investment

• Foundation stone laid for a state-of-the-art forging facility at Village Mangarh, Kohara, Ludhiana.
• Total investment of ₹1,116 crore across two phases.
• First phase includes one forging line and an NDT line.
• Commissioning targeted by March 2028.
• A second forging line will be added in a subsequent phase.
• Direct employment expected for more than 300 people.
• Ring gears and other precision-forged automotive components to be produced.
• Markets include Europe, ASEAN, Africa, and Mexico.

Partnership and strategic rationale

• Strengthens long-standing partnership with Aichi Steel Corporation, Japan.
• Integrates special steels production with precision forging for OEMs domestically and internationally.
• Aligns with Government of India's goals for domestic manufacturing and export competitiveness.
• Chief Minister of Punjab attended the ceremony, signaling government support.

Meeting Details

• Date and time: 23 July 2026 at 11:00 IST.
• Meeting type and mode: Earnings Conference Call, virtual.

Participants

• Key company participants: Chairman & Managing Director; CFO; Executive Director.

Purpose

• Discuss Q1 FY27 operational and financial performance.

Additional Notes

• Invite available on company websites.
• No recording or transcript mentioned.

ESOP grant details

• NRC approved grant of 7,60,000 stock options under VSSL ESOP Plan 2025.
• Each option converts into one Rs 10 face value equity share.
• Total options: 7,60,000; 73 employees covered.
• Exercise price fixed at Rs 200 per share.
• Grant date: 17 July 2026.
• Vesting: 25% after 2 years, 25% after 3 years, 25% after 4 years.
• First grant under VSSL ESOP Plan 2025; SEBI ESOP Regulations, 2021 compliant.