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.

John Cockerill India Limited has scheduled a board meeting for Tuesday, May 26, 2026. The meeting will be held to consider and approve proposals for raising funds through various financial instruments.

The board will deliberate on issuing equity shares and equity-linked instruments, including convertible preference shares and non-convertible debt instruments with warrants. Other options under consideration include fully convertible debentures, partly convertible debentures, or any other eligible securities. The company may pursue these avenues through a further public issue, private placement, qualified institutions placement, preferential issue, rights issue, or any other permissible mode under applicable laws.

Fund Raising Instruments

The company intends to evaluate multiple fund-raising avenues to bolster its capital structure. The proposed instruments include:

• Equity shares
• Convertible preference shares
• Non-convertible debt instruments with warrants
• Fully and partly convertible debentures

Shareholder Approval

To facilitate the proposed fund-raising initiatives, the board will seek the approval of the company's shareholders. This consent may be obtained either through a Postal Ballot, utilizing remote e-voting, or by convening a General Meeting, depending on the deemed appropriateness by the board.

Trading Window Closure

Pursuant to the company's Code of Conduct for Prevention of Insider Trading, the trading window for dealing in the securities of the company by designated persons and their immediate relatives has been closed. This restriction is effective from the date of the intimation and will remain in place until 48 hours after the conclusion of the board meeting on May 26, 2026.