Foseco India Limited has announced that its Board of Directors approved a proposal to divest a portion of its shareholding in its subsidiary, Foseco Crucible (India) Limited (FCIL). The decision, taken during a meeting on May 12, 2026, aims to facilitate compliance with the minimum public shareholding requirements mandated by the Securities Contracts (Regulation) Rules, 1957 (SCRR) and Regulation 38 of the SEBI Listing Regulations.

The company plans to sell up to 99,081 fully paid-up equity shares of FCIL, each with a face value of ₹5. This quantity constitutes 1.77% of the total voting share capital of the subsidiary. The divestment will be executed in one or more tranches, utilizing methods permitted by SEBI, including the open market mechanism.

Financial Impact and Valuation

FCIL contributes significantly to the consolidated financials of the parent entity. During the last financial year, the subsidiary reported a turnover of ₹3,940.20 Lakh, accounting for 6.1% of the company's consolidated turnover. Additionally, FCIL’s net worth stood at ₹14,091.74 Lakh, representing 13.6% of the consolidated net worth.

The sale is anticipated to generate substantial proceeds for the company. Based on the disposal of the entire proposed tranche of 99,081 shares, the expected consideration is approximately ₹1,347.5 crore. The transaction window is scheduled to commence on May 18, 2026, and will conclude on March 31, 2027, or upon the actual completion of the sale, whichever occurs earlier.

Transaction Details

The following table outlines the key particulars of the proposed transaction as disclosed in the regulatory filing:

The company confirmed that the transaction does not fall within the scope of related party transactions and will not be conducted through a slump sale or a Scheme of Arrangement. The disclosure was made to ensure transparency and adherence to regulatory obligations.

Foseco India Limited has issued a postal ballot notice seeking shareholder approval for the appointment of Henry James Knowles as a Non-Executive Director. The company announced the electronic voting process in compliance with regulatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Compliance and Publication

Pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the company published the postal ballot notice in newspapers on April 11, 2026. The notice was published in:

The newspaper clippings are also available on the company's website at www.fosecoindia.com . The company sent the notice to BSE Limited and National Stock Exchange of India Limited, where its shares are listed.

E-Voting Schedule and Process

The company has engaged National Securities Depository Limited (NSDL) to facilitate the electronic voting process. The voting timeline has been structured as follows:

The postal ballot notice is being sent exclusively through electronic mode to members whose names appear in the Register of Members as on the cut-off date and whose email addresses are registered with the depositories or with MUFG Intime India Pvt. Ltd., the company's Registrar and Share Transfer Agent.

Director Appointment Details

The resolution seeks approval for the appointment of Henry James Knowles (DIN: 08751453) as a Non-Executive Non-Independent Director. Mr. Knowles was initially appointed as an Additional Director by the Board of Directors on February 25, 2026, with effect from February 26, 2026, based on the recommendation of the Nomination and Remuneration Committee.

Profile of Henry James Knowles

Mr. Knowles joined the Vesuvius Group in September 2013 and brings extensive experience as a corporate lawyer, having worked in private practice and with publicly listed global manufacturing companies in London and Tokyo. He is a nominee of the Holding Company, Foseco Overseas Limited, and will be liable to retire by rotation.

Current Directorships and Shareholding

Mr. Knowles currently holds directorships in other public limited listed entities in India, including:

• Vesuvius India Limited
• Foseco Crucible (India) Limited (formerly Morganite Crucible (India) Limited)

He does not hold any equity shares in Foseco India Limited and is not related to any existing directors of the company. The Board has confirmed that he will not receive any remuneration for attending Board meetings.

Regulatory Compliance and Scrutinizer

The company has appointed Mr. Jayavant B. Bhave, Practicing Company Secretary (FCS 4266; CP No. 3068), proprietor of J. B. Bhave & Co., Company Secretaries, Pune, as the Scrutinizer for conducting the postal ballot process. The voting process complies with various regulatory circulars issued by the Ministry of Corporate Affairs and SEBI.

Members can access the postal ballot notice on the company's website at www.fosecoindia.com and on NSDL's e-voting platform at www.evoting.nsdl.com . The resolution, if approved, will be deemed passed on May 10, 2026, by the requisite majority of members through the postal ballot process.