John Cockerill India Limited has submitted its Annual Report for the financial year ended December 31, 2025, and the Notice of its 40th Annual General Meeting (AGM) to BSE Limited under Regulation 30 and Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The AGM is scheduled for Thursday, June 25, 2026, at 2:30 PM (IST) in hybrid mode — physically at Navi Mumbai Marriott Hotel, D 264, Turbhe MIDC, Thane–Belapur Road, Navi Mumbai, Maharashtra 400703, with simultaneous Video Conferencing/Other Audio-Visual Means (VC/OAVM) facility. The Annual Report and AGM Notice were dispatched electronically to members on June 1, 2026, with web links made available on the company's website. Nidhi Salampuria, Company Secretary & Compliance Officer, signed the filing.

Financial Performance for FY25

John Cockerill India reported a turnaround in financial performance for the year ended December 31, 2025. The company's key financial metrics are summarised below:

The company reported revenue from operations of ₹357.59 crore and a net profit of ₹10.31 crore, reflecting a recovery from the prior year's loss. An exceptional item of ₹1,140.86 lakhs was recognised during the year on account of the incremental impact of the new Labour Codes notified by the Government of India on November 21, 2025, covering changes in gratuity expense (₹1,085.00 lakhs) and compensated absences (₹55.86 lakhs). Foreign exchange earned stood at ₹3,886.26 lakhs, compared to ₹1,213.84 lakhs in the previous year. The share price recorded a +24.59% evolution during the year.

Order Book and Business Development

Despite a challenging global steel environment, John Cockerill India demonstrated strong commercial momentum. Order wins during the year exceeded INR 8,600 Mn, and the order book as of December 31, 2025 stood at INR 11,869 Mn — a growth of 74% over the previous year. Key orders secured included projects from Tata Steel Limited (Continuous Annealing Line, Push Pull Pickling Line, and Acid Regeneration Plant at Jamshedpur), JSW JFE Electrical Steel Nashik Private Limited (High Temperature Tunnel Furnaces), Godawari Power & Ispat Limited (6 Hi Reversible Cold Rolling Mill at Tilda, Raipur), ArcelorMittal Nippon Steel India, and Jindal Steel Odisha Limited. The company also secured orders from JSW Steel Coated Products for a Continuous Galvanising Line, Push Pull Pickling Line, and 6 Hi Twin Stand mill at Khopoli.

Project Execution Update

Execution momentum remained strong across the portfolio during the year. Key project milestones achieved include:

• TATA – CAL: Under PG completion
• TATA – CGL 1: Commissioning completed; currently under PG
• TATA – CGL 2: Commissioning completed in February 2026
• AMNS – CGL 3: Commissioning completed; under PG
• AMNS – CGAL: Erection completed; currently under commissioning
• JSOL – ARP 1: Commissioned in January 2025; FAC completed in February 2025
• JSOL – ARP 2: Commissioning successfully completed in February 2026
• JSOL – CGL 2: Under commissioning
• Jindal India – CCL 3: Under erection
• BRS – CCL: FAC achieved

Operational milestones during the year included the successful production of the first coil on Continuous Galvanising Line–1 (CGL1) at Tata Steel's Kalinganagar plant and on CGL#3 at ArcelorMittal Nippon Steel (AMNS) Hazira. The company also secured FAT certification from JSW Vasind for the CGL-2 Furnace Revamp.

Dividend and Capital Structure

The Board of Directors has recommended a final dividend of ₹7.00 per equity share (70%) for the financial year ended December 31, 2025, subject to shareholder approval at the ensuing AGM. The record date for dividend eligibility was March 06, 2026. The company's paid-up equity share capital remained unchanged at ₹493.78 lakhs (49,37,813 equity shares of ₹10 each). No amount was transferred to the General Reserve during the year.

Strategic Developments: Project Vulcain and CCPS Issuance

A landmark strategic development during the year was the acquisition of 100% shareholding in John Cockerill Metals International SA, Belgium (JCMI) from the holding company, John Cockerill SA, effective January 1, 2026. This transaction, referred to as "Project Vulcain," was approved by shareholders via postal ballot concluded on December 20, 2025, and the Share Purchase Agreement (SPA) was executed on December 19, 2025.

Subsequently, the Board approved an amendment to the SPA at its meeting on May 26, 2026, revising the aggregate purchase price to €24,320,000 (Twenty-four million three hundred twenty thousand euros). The revised payment structure comprises:

The issuance of CCPS on a preferential basis to John Cockerill SA (promoter) requires shareholder approval by Special Resolution at the AGM. The amendment to the SPA terms requires Ordinary Resolution approval. A valuation report dated May 26, 2026 was issued by SSPA & Co., Chartered Accountants (Registered Valuer), determining the fair value per equity share of John Cockerill India at INR 5,802.86.

AGM Agenda and Key Resolutions

The 40th AGM will consider 13 resolutions, including ordinary and special business items:

Material related party transactions proposed for FY26 include transactions with John Cockerill SA (services and goods up to INR 40 crore each), John Cockerill Industry North America Inc. (rendering of services and sale of goods up to INR 67.50 crore each), and John Cockerill Industry Technologies (Beijing) Company Limited (services and goods up to INR 45 crore each). Transactions between JCMI and its subsidiaries/fellow subsidiaries are also proposed for approval.

Human Resources and Safety

The company's permanent workforce totalled 378 employees as of December 31, 2025. A total of 5,668 man-hours were invested in employee training during the year. On the safety front, the Taloja and Hedavali plants recorded 4,543 and 2,826 days without a Lost Time Accident (LTA), respectively, and project sites collectively maintained 2,120 days without an LTA. The Safety Frequency Rate and Safety Severity Rate both stood at zero for the year.

Corporate Governance and Compliance

Key changes in Board composition during FY25 included the appointment of Mr. Frederic Martin as Managing Director effective August 1, 2025 (replacing Mr. Michael Kotas who resigned effective July 31, 2025), and the appointment of Ms. Nidhi Narayan Salampuria as Company Secretary & Compliance Officer effective December 19, 2025. The registered office was shifted to Unit No. 1902, 19th Floor, Aurum Q2 IT Park, TTC Industrial Area, Thane-Belapur Road, Navi Mumbai – 400710, Maharashtra, following shareholder approval via postal ballot on September 10, 2025. The credit rating for long-term/short-term bank facilities stands at CARE BBB/CARE A3+ by CARE Ratings Limited. The statutory auditor's report contains no qualifications, reservations, or adverse remarks.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE515A01019/9034c1f4-c306-4cf1-8095-18e9cbbae4aa.pdf

John Cockerill India Limited has approved a material modification to the purchase consideration for acquiring John Cockerill Metals International SA from its parent, John Cockerill SA. The revised aggregate purchase price is set at €24.32 million, comprising a cash payment and a share swap involving the issuance of Non-Cumulative Compulsory Convertible Preference Shares (CCPS). This decision, taken at the board meeting on May 26, 2026, alters the terms of the Share Purchase Agreement (SPA) dated December 19, 2025, and is subject to shareholder and regulatory approvals.

The board approved a modification to the SPA for the acquisition of the entire equity stake of John Cockerill Metals International SA. The revised purchase consideration of €24.32 million will be settled through a combination of cash and equity. The company will pay a Part Purchase Price Consideration of €5 million in cash by June 30, 2026, to acquire 51,10,309 shares, representing 20.56% of the target's paid-up capital. The remaining consideration of €19.32 million will be settled through a swap of 1,97,46,236 shares, representing 79.44% of the paid-up capital, against the issuance of CCPS.

As part of the swap arrangement, the board approved the issuance of 35,185 Non-Cumulative Compulsory Convertible Preference Shares on a preferential basis to John Cockerill SA. These CCPS have a face value of INR 100 and a premium of INR 57,928.60 per share, aggregating to a total issue size of INR 204,17,36,291. Each CCPS is compulsorily convertible into 10 equity shares, with conversion to occur at the option of the allottee or within 18 months from the date of allotment.

The transaction is classified as a related party transaction and will be conducted on an arm’s length basis. The approval of shareholders is required for both the modification of the SPA and the preferential issuance of CCPS. The company will seek this approval at the forthcoming General Meeting or through a postal ballot. Additionally, the amendment to the purchase consideration requires approval from the Reserve Bank of India, while the issuance of CCPS requires in-principle approval from the exchange.

Post-allotment, John Cockerill SA's shareholding in the company is expected to increase. Assuming the allotment and conversion of all CCPS, the promoter's holding will rise from 70.33% to 72.30%. The board also fixed the date for the 40th Annual General Meeting, which is scheduled to be held on June 25, 2026, for the financial year ended December 31, 2025.