Kalyani Steels Limited has informed stock exchanges about a shareholders agreement executed by its related party Bharat Forge Limited (BFL) on February 2, 2026. The disclosure was made under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Agreement Details and Parties Involved

The shareholders agreement was executed between the BFL Group and PI Opportunities Fund I Scheme II as the investor. The BFL Group comprises three entities under common control with Kalyani Steels:

Business Restrictions and Impact

The shareholders agreement imposes specific operational restrictions on entities affiliated with the BFL Group, including Kalyani Steels. The key restrictions include:

• Non-compete restriction: Prohibition from undertaking or engaging in ferrous casting business in India, except through J S Auto Cast Foundry India Private Limited
• Non-solicitation restriction: As specified in the agreement terms
• International opportunities: Business opportunities can be explored outside India, subject to rejection by the JS Auto Board of Directors

Company's Position and Shareholding

Kalyani Steels has clarified its position regarding the agreement:

Purpose and Governance Framework

The shareholders agreement was established to define inter-se shareholder rights and obligations between the BFL Group and the investor. The agreement covers several governance aspects including information rights, transfer restrictions, and ancillary covenants undertaken by the BFL Group to facilitate the transaction.

Regulatory Compliance

The disclosure was made in compliance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. Kalyani Steels emphasized that while it is not a direct party to the transaction, the agreement's terms affect the company due to its relationship with the BFL Group entities.

Kalyani Steels Limited has announced its unaudited financial results for the quarter ended December 31, 2025, showing revenue of ₹4.62 billion and standalone net profit of ₹613 million. The company demonstrated operational efficiency with EBITDA margin expansion despite revenue challenges during the quarter.

Q3FY26 Financial Performance

The company's standalone financial results for the quarter ended December 31, 2025, reflect mixed performance with revenue declining to ₹4.62 billion from ₹4.84 billion in the corresponding period of the previous year. However, profitability metrics showed improvement with standalone net profit rising to ₹613 million compared to ₹554 million year-on-year.

Nine Months Performance

For the nine months ended December 31, 2025, the company reported revenue from operations of ₹13.61 billion compared to ₹14.38 billion in the corresponding period of the previous year. Standalone net profit for the nine-month period reached ₹1.84 billion against ₹1.74 billion in the previous year, with earnings per share of ₹42.17 compared to ₹39.80.

Exceptional Items and Labour Code Impact

The company recorded exceptional items of ₹67 million during the quarter, attributed to the one-time incremental impact of new Labour Codes implemented by the Government of India effective November 21, 2025. The government consolidated 29 existing labour legislations into a unified framework comprising four Labour Codes, resulting in this one-time charge.

Board Meeting and Regulatory Compliance

The Board of Directors approved these results at their meeting held on February 3, 2026, which commenced at 11:30 AM and concluded at 1:05 PM. The results were prepared under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and have been subject to limited review by statutory auditors Kirtane & Pandit LLP.

Consolidated Results

On a consolidated basis, the company reported revenue of ₹4.62 billion for the quarter with net profit of ₹620 million. The consolidated results include the company's subsidiary DGM Realities Private Limited and proportionate share in joint operation Hospet Steels Limited.