Velan Inc.

Thank you, operator. Good morning.

[Foreign Language] Thank you for joining us for our conference call. Let's start by discussing the disclaimer from our related IR presentation, which is available on our website in the Investor Relations section.

As usual, the first paragraph mentions that the presentation provides an analysis of our consolidated results for the third quarter ended November 30, 2025. The Board of Directors approved these results yesterday, January 14, 2026.

The second paragraph refers to non-IFRS and supplementary financial measures, which are defined and reconciled at the end of the presentation. The last paragraph addresses forward-looking information, which is subject to risks and uncertainties that are not guaranteed to occur.

Forward-looking statements contained in this presentation are expressly qualified by this cautionary statement. Finally, unless indicated otherwise, all amounts are expressed in U.S.

dollars, and all financial metrics discussed are from continuing operations. I'll now turn the call over to Mr.

Jim Mannebach, Chairman of the Board and CEO of Velan.

Thank you, Rishi. And good morning, afternoon and evening, everyone.

Please turn to Slide 4 for general overview of the third quarter of fiscal 2026. Velan delivered healthy adjusted EBITDA of $9.5 million on sales of $71.7 million, driven by the execution of high-margin projects and continued tight management of operating expenses.

With respect to sales, let me point out that as expected, most rescheduled orders from the previous quarter recaptured in Q3 2026. A similar customer dynamic occurred in certain complex projects in the third quarter, leaving us again with orders worth a few million dollars still pushed out to later periods.

Now let's turn to Slide 5. Our order backlog reached $296.8 million at the end of the third quarter, up 8% from the beginning of the year.

At quarter end, 80.4% of the backlog, representing orders of $238.5 million, were deliverable within 12 months compared to 83.4% at the end of Q3 last year. Bookings amounted to $77.9 million in the third quarter of fiscal 2026, a year-over-year increase of 32%, further driving momentum in our backlog.

The strong growth reflects higher bookings by our North American operations in the nuclear and oil and gas sectors, along with increased bookings by our Italian and Chinese units. These factors were partially offset by reduced orders from the German operations.

In North America, Velan secured a valve order of more than CAD 20 million from Ontario Power Generation, or OPG, for reactors being refurbished at the Pickering Nuclear Generation Station, confirming our leadership position in this fast-growing nuclear sector. First shipment is scheduled for January 2027 with subsequent deliveries to be completed by the end of January '28.

Note that Velan supported the original valves more than 45 years ago and has continuously supported the Pickering complex throughout its construction and refurbishing program. Turning to Slide 6.

I'd now like to address the recent announcement regarding the proposed sale of Velan Holding's controlling interest in the company to Toronto-based Birch Hill Equity Partners Management, Inc. Velan Holding, which is held by certain Velan family members, has agreed to sell its 15.6 million multiple voting shares, representing approximately 72% of Velan's outstanding shares and 93% of its aggregate voting rights to Birch Hill at a price of CAD 13.10 per share for aggregate gross proceeds of CAD 203.9 million.

This is a private transaction and is expected to close in the first half of calendar 2026, subject to receipt of required regulatory approvals and other customary closing conditions. The transaction is not subject to any financing conditions or approval by our shareholders.

Velan's Special Committee of Independent Directors recommended to the Board of Directors that it's in the best interest of the company to facilitate the consummation of this transaction. And while the company is not a party to the private transaction, it has entered into a cooperation agreement with the parties, which will ensure a smooth transition with Birch Hill, as we jointly secure regulatory approvals and complete other customary closing conditions.

The company continues to draw its inspiration from our founder, A.K. Velan, and the tireless efforts of the Velan family since our founding more than 75 years ago.

We are extremely proud of our heritage and look forward to growing on our legacy as a world-leading Canadian valve company. Birch Hill has a proven track record of partnering with Canadian industrial leaders and accelerating performance.

Their broad business experience and deep access to capital will enable Velan to speed advancement of our business plan, which is focused on value creation for all stakeholders, including customers, employees and of course, shareholders. We look forward to partnering with Birch Hill as we accelerate the execution of our strategic plan.

Before turning the call back over to Rishi, I want to reiterate on Slide 7. Velan is well positioned in its main markets through its trustworthy brand, high-quality products and proven expertise in developing solutions for the most critical applications.

Nuclear energy is enjoying a strong resurgence driven by massive power requirements and rising demand for clean energy sources. Our recent contract win with OPG is a clear example of government's refurbishing existing reactors to meet their energy requirements well into many future years.

New deployment of small modular reactors, or SMRs, are also expected to be part of the overall solution. As a reminder, Velan is a key supplier to the first SMR initiative in North America at OPG's Darlington site.

On the oil and gas front, we've recently witnessed geopolitical pressures in key strategic areas, highlighting the global need for this fossil fuel. Of course, Velan remains impartial, but we stand to benefit since the company supplies the most reliable engineered valves to the majority of refineries in North America, along with a growing presence overseas, especially in the Middle East through our announced joint venture in the Kingdom of Saudi Arabia.

These 2 sectors, nuclear and oil and gas were the driving force behind a remarkable 32% bookings growth in the third quarter. If we add our important presence in other areas such as defense, liquefied natural gas and mining, the underlying theme is that Velan is well positioned to leverage strengths across a wide range of industrial sectors throughout the world.

Rishi, I turn the call back over to you.

Thank you, Jim. Turning to our third quarter results on Slide 9.

Sales totaled USD 71.7 million, down 2.4% from $73.4 million 1 year ago. The decline reflects lower shipments from our Italian operations, following strong sales in last year's third quarter and as Jim mentioned, customer dynamic resulted in orders totaling a few million dollars being pushed out to later periods.

These factors were partially offset by higher sales in India and Germany, along with a positive foreign exchange impact. By customer geographic location, North America represented 48% of total sales in the quarter compared to 55% last year.

Asia Pacific accounted for 33% of total revenues versus 44% a year ago. For its part, Europe represented 8% of sales this year with Africa, the Middle East as well as South and Central America, rounding off our quarterly sales.

Moving to Slide 10. Gross profit reached $27.2 million in Q3 2026 compared to $28.3 million last year.

As a percentage of sales, gross profit remained relatively steady, reaching 37.9% compared to 38.6% last year. This stability was driven by higher-margin projects though offset by lower absorption due to reduced volume and tariff impacts.

Currency movements had a slight positive effect on gross profit for the period. Administration costs decreased to $16.5 million or 23% of sales in the third quarter of fiscal 2026 from $17 million or 23.2% of sales 1 year ago.

The year-over-year reduction can be attributed to cost-reduction initiatives. We also incurred restructuring expenses of $1.3 million in Q3 2026, which consisted of transaction-related costs.

Excluding nonrecurring elements, adjusted EBITDA amounted to $9.5 million in the third quarter of fiscal 2026 versus $14.3 million last year. The year-over-year variation can be attributed to a lower gross profit and to a slight increase in other expenses mainly caused by unfavorable currency movements on unrealized variations.

These factors were partially offset by the favorable effect of a provision reversal. Net income totaled $3 million or $0.14 per share in Q3 2026 compared to a net loss of $47.8 million or $2.22 per share last year.

Excluding nonrecurring elements, adjusted net income amounted to $4 million versus $8.5 million a year ago. On Slide 11, for the first 9 months of fiscal 2026, sales were relatively stable year-over-year and were up more than 2%, excluding last year's nonrecurring revenue contribution.

Gross profit, meanwhile, was marginally down both in dollars and as a percentage of sales. Turning to Slide 12.

Cash flow from operating activities before net changes in provisions used $6.7 million in the third quarter of fiscal 2026 compared to $0.6 million used a year ago. The unfavorable movement in cash was mainly due to negative changes in noncash working capital items versus last year.

More specifically, a temporary increase in accounts receivable and late-stage work in process inventory related to changes in customer delivery schedules were largely responsible for the year-over-year variation. Once this customer dynamic normalizes, cash inflows are expected to follow.

During the quarter, we also paid $1.5 million in dividends, representing regular payments for dividends declared. It should be noted that the company has agreed to suspend the payment of dividends until the closing of the transaction between Velan Holding and Birch Hill.

Ordinary course dividends are planned to resume thereafter as if and when declared by the Board of Directors. Finally, our balance sheet remains strong at quarter end with $36.3 million in cash and cash equivalents and short-term investments of $0.4 million.

Bank indebtness stood at $16.1 million, while long-term debt, including the current portion, was $17.7 million. Considering our credit facility, working capital financing, letters of credit and guarantees, we have access to multiple sources of additional funds.

Altogether, Velan has approximately $86 million readily available to execute its strategy and finance its expansion to sustain long-term profitable growth. I'll now turn the call over to the operator for the Q&A session.

My first question, actually, it's quite personal and maybe it's too early to ask, but are you staying, both of you?

Well, I appreciate the interest in that. Yes, it's business as usual for us at Velan.

Birch Hill has a long history of partnering and participating with management, and we don't see any change in that in the immediate future. So I look forward to working with them.

In fact, they have a very unique, I think, data-driven decision-making process that I think will be very, very helpful to us. And yes, so business as usual, no expected changes in the foreseeable future with management in place driving our strategic plan going forward.

Great. And can we know a little more -- or should we expect more announcements in coming months as this transaction closes?

I respect that there are Canadian buyers, so it should alleviate some of the problems we may have seen or foreseen with, let's say, foreign buyers in a strategic asset as Velan, but should we expect more announcements regarding changes to strategy or appetite M&A? So I really understand there's quite a big difference between the 2 controlling shareholders we'll have now and in the future.

Thanks, Sebastian. I think the first course of action and priority is obviously to support through the engagement of the cooperation agreement at the closing and get to the closing of the transaction.

So that's the immediate requirement as well as obviously delivering a strong fourth quarter, I think that goes without saying for us and the management team, it's business as usual in terms of orders, bookings, delivery, profitability and cash generation. Beyond that, post-closing, I think we'll see.

I think business as usual, there's a strategic plan. There's objectives that we have.

I think through the partnership and our new controlling shareholder with Birch Hill, there could be, but I think there will be some time required to kind of reassess the plan going forward. So I don't expect immediate announcements to that effect.

But I think post-closing, there will probably be some plans that will be shared.

Okay. And did I read correctly that Velan, the company is going to assume the legal cost of the transaction, even though if it's a private one, the $12 million that's highlighted in the press release?

Yes. So the special committee recommended that in the best interest of the corporation going forward that those costs be borne by the company.

So if you look at the note, the total transaction, direct transaction fees are in the amount of USD 10 million to USD 11 million. There's an additional $5 million, call it, cost that will be incurred relating to change of control triggered items, mostly relating to vesting and accelerated vesting of incentive plans.

And against that $16 million, we have about $4 million that's been paid throughout the year or accrued. So it's really a recommendation and support in terms of the best interest of the company going forward that those costs being absorbed by the company.

Okay. Yes.

And perhaps, I guess the elephant in the room is maybe what do we don't know or do we miss for the discrepancy between the $13 sell price versus the, say, average price of the last 6 months of Velan, which was probably above $17 or $18. Do you agree with that price?

If the company is paying for the legal fees for it, it means it agrees the special committees, it agrees that's the valuation that's correct for Velan?

Yes. Well, I think it's important to note, as we've already said, this is a private transaction between Birch Hill and Velan Holding.

The company facilitated the secondary trade to ensure it was completed in an organized manner. But we weren't a part of the trade, we weren't involved in the pricing matters.

As such, we're really not in a position -- I'm not in a position to comment on valuation and pricing. As you know, also, the minority shareholders will continue to participate in the company's next phase of growth, right, as it executes its strategic plan.

And adding to what Rishi said, I look forward to an acceleration of deployment of those strategic plans with the new partner, Birch Hill. So I think we're on a good track, building out the fundamentals of this business to drive value creation over the long term.

And I think that's the perspective that needs to be taken. And again, as I said, it's a private transaction between the parties that we weren't involved in the pricing.

Yes. And just to add on that, I think the way that Jim and I look at the transaction cost is it's really an investment in bringing on a partner as strategic as Birch Hill that has operational discipline that has the capital that we may have access to in the case of growth and executing on the strategic plan.

But beyond that, as Jim mentioned, private transaction between the 2 parties are sole obligation here is the cooperation to ensure that we get to a close.

Okay. I mean it's a lot to reconcile in one day.

But at the same time, I want to -- yes, I just want to reassess I know, and I appreciate all the work you 2 have been doing and the whole team in the last 3 years, not fixing the problem, but addressing the challenges of the business. So yes, I just want to admit I was disappointed when I saw the release yesterday, but the fact that you're staying that we get that we're not forced into selling at that price.

I guess it's a mixed signal, but somewhat reassuring. I just wanted to highlight this point.

It seems quite obvious, though, that it deserves to be addressed.

Yes, Sebastian, thank you.

Thank you. I appreciate the recognition as well.

And as I said, underscoring the point, we really look forward to accelerating execution of our plans. I think we're in a really strong position in nuclear and oil and gas and other demanding applications, as I mentioned in my comments and partnering with Birch Hill, bringing their perspective to the business, I think it's really a win in the long run for everyone.

Most of my questions have been asked. And I guess the bigger one was the reconciliation of the pricing, which you addressed.

I don't know if this was asked, I was on the morning meeting of the company for a few minutes. But I think the press release was talking about the review of strategic alternatives under supervision of the special committee.

So were there other options maybe to sell the entire company or maybe if you can talk about this review in general?

Yes. You've been engaged in our calls for quite a while now.

And as you know, we've consistently and publicly stated that the company was reviewing options, right, to maximize value for the shareholders. And this process is continuous, right, going back many years, including the special committee's engagement with respect to the asbestos and the French subsidiary divestitures.

But given that the offer was made to Velan Holding solely for the multiple shares of Velan Holding, after the special committee reviewed the circumstances and the particulars, as Rishi has already commented on and I as well, concluded that it was in the best interest of the company to facilitate the transaction. Really beyond that, I'm not sure what else I can say about that other than as I said -- I just said a moment ago, we've been quite clear and transparent that we've been considering value-creating opportunities for these years.

I'll change gears. I'll ask just the SMR on the entire power generation project, if I remember correctly, it was approved in May.

I don't know if there's any updates, how is that going? I know it's long term, but...

Yes. We're very encouraged by what we're seeing.

We see with the owner as well as with the GE Hitachi project that you're referring to specifically continues to progress very nicely. Obviously, this is new technology being developed, and this is right in the wheelhouse of our business to grow off of what we've already done in nuclear over 50 years now and apply it to this new emerging approach to more compact SMR nuclear power generation.

So what we've seen so far is very encouraging, very positive. And as I said just a moment ago, really plays to the strength of Velan, the brand and our people, especially at this moment, our engineering people.

So we're quite encouraged by what we're seeing to the moment. Long way to go, but encouraging to the moment.

Last one for me. This might be a strange question and some ways to ask it.

We saw what happened in Venezuela. Is that actually an opportunity for the oil and gas for you guys?

Or too early to say?

I don't think it's a strange question. Of course, we don't know what's going to happen.

It was sort of an unexpected move, I guess, by the United States anyway. But as you know, the majors that are involved in Venezuelan oil before the nationalization of those assets were all customers of Velan.

And what we've seen in the public disclosures about the intentions of the United States going forward is encouraging to us as well because for the parties that President Trump is talking about, we have good relations with and expect to have a good opportunity to provide valuable product to them as they improve the operations of Venezuela. So very early, and strained circumstances you alluded to.

But I think it's -- from a commercial market point of view, is positive for us.

Sorry, one more thing. This is for Rishi.

I sent you an e-mail about the conference. I don't know if you're interested or not, but if you can answer, I can relay.

I can send it again if you want to.

It's been a little bit busy last few days, but I'll -- as you can imagine, I'll definitely get back to you on that. Thank you.

Well, thank you, operator. It's been an interesting couple of days, few weeks, months, for sure.

The business in the last quarter, I'm very encouraged by the uptake in orders, especially in the nuclear and oil and gas space for us. I think it bodes well for our future.

And we'll look forward to chatting with you all at the end of our fiscal year, which is just in a few weeks away. Anyway, we appreciate the support and always the interest of you, the investors and stakeholders.

Thank you so much, and have a great day.

Thank you.