Good afternoon, ladies and gentlemen, and welcome to the 2024 Annual Meeting of Shareholders of Velan Inc. The proceedings are translated simultaneously, and you may select the preferred language at the top right of your screen. My name is James A. Mannebach. I am the Chair of the Board of Directors and CEO of Velan, and I will preside as chair of this annual meeting. I would like to introduce Ms. Lara Kpekian, who I appoint as secretary of the meeting. I now formally call the meeting to order in accordance with the bylaws of the corporation. We intend that the meeting be conducted efficiently and effectively, and I would ask your cooperation in this regard. Instructions on how to ask questions and the voting procedure will appear on your screens.
As with any technology, unexpected glitches may occur, but our service providers for this platform are very experienced at running this type of meeting and will help us out. As we move through our agenda to consider each item of business, I will give registered shareholders and appointed proxy holders an opportunity to ask questions. If you have a question, you may type it in the message section, identified by the message icon on the top portion of your screen that would be present throughout the meeting. When entering your questions, we ask that you state your questions as clearly as possible and specify the item of business that your question relates to, so that we can ensure it is considered and addressed properly. Your question should be limited to the specific motion or item of business before the meeting at that time.
All proper questions that are relevant to the item of business being discussed will be read out loud and responded to while that item of business is before the meeting. Today's votes will be conducted by a poll. Every multiple voting shareholder entitled to vote on the matter has five votes in respect of each share held by that shareholder. Every subordinate voting shareholder entitled to vote on the matter has one vote in respect of each share held by that shareholder. Shareholders who voted in advance of the meeting do not need to complete the ballot or take any further steps to cast their votes unless they wish to change their vote. If you do vote by ballot at today's meeting, then that will automatically revoke your prior vote or any prior proxy granted.
On behalf of the Board, I wish to express thanks to those shareholders who submitted their proxies in advance. Please note that only registered shareholders who held shares on May 28, 2024, the record date for this meeting, or validly appointed proxy holders, are entitled to vote at this meeting. If you are not a registered shareholder or a duly appointed proxy holder, you are attending the meeting as a guest. Guests will be able to listen to the meeting, but cannot ask questions or vote during the meeting. The poll for the election of directors, the appointment of the auditor, the approval of unallocated options under the Option Plan, and any remaining items of business will be open until the end of the formal portion of the meeting. I will provide results of voting at the end of the meeting based on information provided by our scrutineers.
The final voting results will be released after the meeting in accordance with our usual practices, applicable laws, and stock exchange requirements, and will be available under our profile on SEDAR+. We will now proceed with the business of the meeting. With the consent of the meeting, I appoint TSX Trust Company, acting through its representatives, Francine Beauséjour and Jenny Cunningham, to act as scrutineers for the meeting. The scrutineer has reported in its preliminary report on attendance that at least 65 shareholders are present at the meeting or represented by proxy, and that the aggregate number of shares represented by the shareholders or by proxy at this meeting is 18,549,360 shares, representing 96.38% of the votes, the issued and outstanding shares of the corporation.
A final scrutineer's report on attendance and voting will be filed with the records of this business. I note that the minutes of the annual meeting of shareholders held on August 25, 2023, have been tabled and will be kept with the records of the meeting. There are a number of items of business to present, be presented to the meeting. These matters were set out in the Notice of Meeting and the Management Information Circular made available to all shareholders. Today, you will be asked to, 1, receive the consolidated financial statements of the corporation for the financial year ended February 29, 2024, together with the Auditor's Report. 2, elect the directors. 3, appoint the external auditor and authorize the directors to set the external auditor's compensation. 4, ratify and confirm the resolution approving the unallocated options under the company's Option Plan.
And five, transact such other business, if any, as may properly come before the meeting or any adjournment or postponement of this meeting. The secretary has provided me with proof that the notice calling this meeting, in accordance with the notice and access procedure, was mailed to all shareholders as of the record date. I direct that the proof of service be annexed to the minutes of the meeting. Unless there is an objection, I will dispense with reading of the notice of the meeting. Seeing none, I now declare this meeting to be properly constituted for the transaction of business. The next item of business is the presentation of our 2024 audited consolidated financial statements, together with the Auditor's Report thereon, a copy of which has been mailed to each registered or beneficial shareholder who requested so.
The Board of Directors has approved these financial statements, and the secretary will now table it. The next item of business is the election of directors. The Board has decided that eight directors will be elected at this meeting and has proposed eight nominees. Each proposed nominee's biography is included in the circular. I now declare the meeting open for nominations. May I have a nomination for the nominees proposed to be nominated by the Board and by Velan Holdings?
Mr. Chairman, I propose the following eight persons to act as directors of the corporation: Tom Velan, Robert Velan, Ivan Velan, Peter Velan, James A. Mannebach, Suzanne Blanchet, Edward Kernaghan, Daniel Desjardins, and move that they be elected directors to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.
Thank you. May I have a seconder?
Mr. Chairman, I second the motion.
Thank you. Are there any other shareholders wishing to make nominations for election as directors? I declare the nominations closed. Is there any discussion on the matter? As a reminder, if you have a question related to the motion nominating each of the directors, please type it now. If there is no discussion, I now call for a vote on the motion. Please submit your vote on the Lumi platform. Thank you for voting. The next item on the agenda is the reappointment of the auditor for the ensuing year and the determination of the auditor's remuneration. May I have a motion with respect to the appointment of the auditor?
Mr. Chairman, I move that the PricewaterhouseCoopers partnership of Chartered Professional Accountants be reappointed as auditors of the corporation until the next annual meeting of shareholders, and that the directors be authorized to fix their compensation.
Thank you. May I have a seconder?
Mr. Chairman, I second the motion.
Thank you. Is there any discussion on the matter? Again, if you have questions, please submit them now. If there is no further discussion, I now call for a vote on the motion. Please submit your vote now. Thank you for voting. The next item of business is the approval of unallocated options under the Option Plan. The resolution set forth was included as Schedule A to the Management Information Circular. May I have a motion with respect to the resolution to approve unallocated options under the Option Plan?
Mr. Chairman, I move that the resolution, as set forth in Schedule A of the Management Information Circular, approving the unallocated options under the Option Plan, be passed, ratified, and confirmed.
Thank you. May I have a seconder?
Mr. Chairman, I second the motion.
Thank you. Is there any discussion on the matter? If you have questions, please submit them now. If there is no discussion, I now call for a vote on the motion. Please submit your vote now. Thank you for voting. This concludes the business of the meeting. Polls for all of the items of business will now close. The scrutineer has presented its report and advises that all resolutions have been approved by at least a majority of votes cast at the meeting by the shareholders or by proxy, as required. Accordingly, I declare that all resolutions have been carried. The final voting results will be released after the meeting in the usual format and will be available under our profile on SEDAR+. Ladies and gentlemen, this concludes the agenda of items for the formal portion of the meeting. Following the conclusion thereof, there will be a CEO presentation. May I now have a motion to conclude the formal portion of the meeting?
Mr. Chairman, I move that the formal portion of the meeting be concluded.
Thank you. May I have a seconder?
Mr. Chairman, I second the motion.
Thank you. Absent any objection, I declare the motion carried and the formal portion of the meeting terminated. Now that the formal part of the meeting is over, we will move on to our management presentation. The slides for this presentation were posted this morning in the investor relations section of our website.... Before I begin, I will direct you to our customary disclaimer regarding forward-looking statements, as evidenced on slide two. The first section mentions that the presentation provides an analysis of our consolidated results for fiscal 2024. The Board of Directors has approved these results. 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 refers to forward-looking information, which are subject to risks and uncertainties and are not guaranteed to occur. Forward-looking statements contained in the presentation are expressly qualified by this cautionary statement. And finally, all amounts are expressed in US dollars unless indicated otherwise. With that being said, please turn to slide 4 for a general overview of fiscal 2024. By Velan's standards, fiscal 2024 proved to be a less than optimal year, marked by a challenging global economic environment and disruptions from a proposed sale that distracted the company from executing its strategic plan. As shown, adjusted EBITDA totaled $17.8 million on sales of $346.8 million in fiscal 2024, both below the prior year figures. However, we were highly encouraged by the sequential increase in bookings in the third and Q4.
As a result, our order backlog stood at $491.5 million at the end of the fiscal year, with nearly three-quarters of the backlog expected to be shipped within the subsequent twelve-month period. Consequently, we fully expect Velan to return to growth mode in fiscal 2025, based on our strong bookings momentum and results-oriented corporate culture. As demonstrated on slide 5, Velan is a global company with headquarters in Canada, not merely a Canadian company with overseas operations. We have R&D centers in Montreal, within Canada, as well as in France, Italy, and India, each developing innovative technologies to improve the performance and reliability of our industrial valves. Our research hubs are supported by 12 manufacturing facilities and a further 2 distribution centers.
We view our global footprint as a strong competitive advantage in terms of offering a diverse and relevant product portfolio at scale and in a cost-effective manner. Let's flip to slide six, slide six, for an overview of our key growth markets. Looking ahead to fiscal 2025 and beyond, we plan to increase our reach in high-growth sectors like nuclear, defense, oil and gas, as well as liquefied natural gas or LNG. These market niches in which we have sustained differentiation are currently being supported by energy transition trends. Many of our customers have stated carbon emission reduction targets, each such as reaching net zero global carbon dioxide emissions, and are increasingly looking for energy-efficient solutions to reach these objectives. Velan is directly aligned with this secular growth trend as we've dedicated significant resources to environmentally driven solutions.
We are particularly heartened by evolving sentiment around nuclear power, as is critical to reducing greenhouse gas emissions due to its clean properties, namely zero emissions and fully recyclable. Two landmark events, the COP 28 Climate Change Conference and the Nuclear Energy Summit, heralded a new era of cooperation to include nuclear energy in the mix of renewables to reach net zero emissions objectives within the projected timeframe. More recently, the U.S. Senate passed a bipartisan bill, better known as ADVANCE Act, to fast-track nuclear power deployment south of the border. Looking ahead, we anticipate a nuclear growth cycle for at least the next decade, not only in the U.S., but on a global basis. Moreover, an announcement earlier this week of a $50 million 10-year alliance agreement with Bruce Power for valves reflects strong demand for nuclear power in Canada.
This milestone agreement, which includes refurbishment and technical service, could reach $100 million if all options and projects are firmed out over the course of Bruce Power's asset management and life extension projects in Ontario. At Velan, our valves are the power industry's choice for reliable nuclear service, boasting a large installed product base of nuclear power reactors worldwide and over 50 years of uninterrupted experience in the field. We are the leading valve supplier for all nuclear reactor technologies. Our expertise can be leveraged into small modular reactors, or SMRs, as they're known, which are increasingly gaining traction due to the reduced footprint, savings on cost and construction time, as well as far greater safety. Velan's long-standing experience in defense markets, particularly nuclear, marine, and aircraft carrier propulsion, provides us again with a leg up on the competition.
For example, given tight space consideration, marine reactors must be physically smaller and generate higher power per unit of space than land-based reactors. Valves are thus subject to greater stress and must endure harsher conditions at sea. In short, our entrenched position and presence in defense markets makes us the ideal supplier for the growing SMR niche.... As for the oil and gas sector, it's been widely affected by global efforts to mitigate climate change and protect the environment. Accordingly, we intend to leverage our extensive customer base, which includes most North America oil refiners and a growing presence overseas, by providing engineered valves and steam traps that are the most reliable in the market. Similarly, Velan offers the most complete and technically advanced product line for liquefied natural gas, the cleanest of fossil fuels, producing 40% less CO2 than coal and 30% less than oil.
From an operating standpoint, you can see on slide 7, we're well positioned to drive sales growth and cash flow from operations in the upcoming year. However, the $4 million in cash flow reported in fiscal 2024 understates our real potential. We've implemented a series of actions to increase cash flow by leveraging the global scale of our business, maximizing strategic procurement advantages, and optimizing inventory management. Improving our cash flow in 2025 will bolster an already solid financial performance. We closed 2024 with a positive net cash position, providing Velan with a distinct advantage in a relatively high interest rate environment. This concludes my prepared remarks for fiscal 2024. I'll now turn the call over to Rishi Sharma, Velan's Chief Financial and Administrative Officer, to review our 2024 results in more detail. Rishi?
Thank you, Jim. [Foreign Language] Bon après-midi à toutes et à tous. En ce qui concerne les résultats de notre exercice financier 2024, présentés à la diapo neuf, le chiffre d'affaires consolidé s'est élevé à $346.8 million, en recul de 6.4% par rapport à 2023. La variation reflète surtout un recul du chiffre d'affaires en Amérique du Nord et en Italie, attribuable essentiellement à l'expédition de commandes d'envergure lors du précédent exercice, ainsi qu'à une diminution du chiffre d'affaires généré par les services d'entretien, de réparation et de révision en Amérique du Nord. Ces facteurs ont été en partie par une hausse des ventes réalisées par nos opérations allemandes. Le renforcement de l'euro par rapport au dollar américain a également eu un impact positif de $3.8 million sur le chiffre d'affaires au cours de l'exercice.
[Foreign Language] Au chapitre de la marge brute, elle s'est élevée à $93.2 million pour l'exercice 2024, contre $112.5 million un an plus tôt. La baisse est en grande partie attribuable à une diminution du volume d'affaires, qui a eu un impact sur l'imputation des coûts indirects fixes de production, ainsi qu'une composition du chiffre d'affaires moins avantageuse. Exprimée en pourcentage du chiffre d'affaires, la marge brute s'est établie à 26.9%, comparativement à 30.4% lors du précédent exercice. L'EBITDA ajusté, qui exclut la charge liée à l'amiante, les frais de restructuration et les charges liées à la transaction proposée, s'est chiffré à $17.8 million pour l'exercice 2024, contre $21.1 million en 2023.
[Foreign Language] La baisse est principalement attribuable à la réduction de la marge brute, en partie contrebalancée par une diminution des frais d'administration et d'autres charges. La diapo 10 présente notre carnet de commandes, qui s'élevait à $491.5 million à la clôture de l'exercice, en progression de 5.9% par rapport au précédent exercice, grâce notamment à la robustesse des nouvelles commandes au quatrième trimestre. À la clôture de l'exercice 2024, 73.4% du carnet de commandes représentent des commandes d'une valeur de $360.7 million étaient livrables au cours des 12 prochains mois. L'ensemble des nouvelles commandes a d'ailleurs augmenté de 6% d'un exercice sur l'autre pour atteindre $374.5 million au cours de l'exercice 2024.
[Foreign Language] La croissance reflète la vigueur des nouvelles commandes dans le secteur du pétrole et du gaz, comptabilisées par nos opérations italiennes, en partie contrebalancées par une baisse des commandes pour nos opérations nord-américaines dans le secteur maritime et pour les activités d'entretien, de réparation et de révision. Les fluctuations des devises ont eu une incidence positive de $7 million sur les nouvelles commandes au cours de l'exercice. Du fait que les nouvelles commandes ont surpassé le chiffre d'affaires, le ratio commandes sur chiffre d'affaires de la société s'est amélioré pour établir à 1.08 en 2024, ce qui représente son meilleur ratio depuis 2 ans sur une période mobile de 12 mois.
[Foreign Language] À la diapo 11, on peut constater que le flux de trésorerie provenant des activités d'exploitation se sont élevés à $4.3 million au cours de l'exercice 2024. L'augmentation sur douze mois est attribuable à une hausse de BAIA et des variations favorables des éléments hors trésorerie du fonds de roulement, en partie contrebalancée par une évolution défavorable des provisions à long terme. Comme Jim l'a indiqué plus tôt, la génération de flux de trésorerie supplémentaire est une priorité clé pour la direction de la société au cours de l'exercice 2025.... Enfin, notre situation financière demeure très solide. En date du 29 février 2024, la trésorerie et les équivalents de la trésorerie se chiffraient à $36.4 million. Et nous possédions également des placements à court terme de $5.3 millions de dollars, contre une dette totale de $28.8 millions de dollars. I will now turn the call back over to Jim.
Thank you, Rishi. If you could please turn to slide 13 for our first fiscal 2025 outlook. As outlined by Rishi, Velan delivered strong bookings momentum in the second half of 2024. Our order backlog amounted to $491.5 million at year-end, of which nearly 75% is deliverable in the next 12 months. As a result, we fully expect return to sales growth in 2025. Indeed, we launched or released our earnings for the Q1 within the last hour or so after the close of trade. We'll have an earnings call tomorrow, which we'd encourage all interested parties to join, where we'll demonstrate continued strength, not only in orders, but shipment and profitability into the Q1 of the new year, driven largely by the backlog that I just referenced.
In closing, I'm thankful for leading such a high-quality leadership team as we have at Velan. To the collective contributions of our leaders, along with the tireless work of more than 1,600 employees worldwide, our brand remains revered throughout the industry. Consequently, I'd like to take the opportunity to sincerely thank all of our employees for their dedication and resilience during what can best be described as an unusual year, from which we have rebounded and are looking forward to the years ahead. On behalf of the entire Velan team, thank you for joining us today and for your ongoing support. We look forward to sharing with you our progress at next year's annual meeting, and again, encourage you to join us at the earnings call tomorrow morning. Thank you very much.