John Cockerill India Limited has submitted its Annual Secretarial Compliance Report for the financial year ended December 31, 2025, to BSE Limited, demonstrating the company's commitment to regulatory compliance and corporate governance standards.

Regulatory Filing and Board Approval

The company filed the report on February 27, 2026, in compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors approved the Secretarial Compliance Report at its meeting held on February 26, 2026.

The report was prepared and issued by VKM & Associates, Practising Company Secretaries, who serve as the company's Secretarial Auditors. Company Secretary and Compliance Officer Nidhi Salampuria (FCS 10448) signed the submission letter to BSE.

Compliance Assessment and Key Findings

VKM & Associates conducted a comprehensive review of John Cockerill India Limited's compliance with applicable statutory provisions and adherence to good corporate practices. The secretarial auditors examined various documents, records, filings, and submissions made by the company during the review period.

Promoter Stake Transactions

During the financial year ended December 31, 2025, the company's promoter John Cockerill SA executed significant share sales in two separate tranches:

These transactions were conducted in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as confirmed in the secretarial compliance report.

Regulatory Framework Coverage

The secretarial audit covered compliance with multiple regulatory frameworks including:

• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• SEBI (Prohibition of Insider Trading) Regulations, 2015
• Securities Contracts (Regulation) Act, 1956
• Companies Act, 2013 provisions

The report confirmed no regulatory actions were taken against the company, its promoters, directors, or subsidiaries by SEBI or stock exchanges during the review period. Additionally, no non-compliances or deviations were identified, indicating strong corporate governance practices at John Cockerill India Limited.

John Cockerill India Limited's Board of Directors approved comprehensive outcomes at their meeting held on February 26, 2026, including audited financial results for Q4FY25 and FY25 ended December 31, 2025, final dividend recommendation, and key appointments. The company demonstrated strong recovery with return to profitability and significant improvement in cash position.

Board Meeting Outcomes

The Board approved multiple strategic decisions during their meeting from 10:00 AM to 2:55 PM on February 26, 2026. Key approvals included audited financial results, dividend recommendation, senior management appointment, and auditor selections for FY2026.

Financial Performance Recovery

The company achieved remarkable turnaround with net profit of ₹1,031.39 lakhs for FY25 compared to loss of ₹538.21 lakhs in FY24. Revenue from operations stood at ₹35,759.48 lakhs versus ₹38,872.60 lakhs in the previous year, representing an 8.01% decline primarily due to project timing differences.

For Q4 FY25, the company reported revenue of ₹10,206.93 lakhs representing 41.09% year-on-year growth compared to ₹7,233.87 lakhs in Q4 FY24. Quarterly net profit stood at ₹42.11 lakhs against a loss of ₹147.47 lakhs in the corresponding quarter last year.

Exceptional Items Impact

The company recorded exceptional items of ₹1,140.86 lakhs during FY25, primarily related to revised Labour Code regulations. The incremental impact on gratuity obligations was ₹1,085.00 lakhs and compensated absences ₹55.86 lakhs due to changes in wage definitions under the four Labour Codes notified in November 2025.

Balance Sheet Strengthening

The company's financial position improved significantly with total assets reaching ₹68,533.31 lakhs compared to ₹57,806.73 lakhs in FY24. Cash and cash equivalents strengthened to ₹12,152.61 lakhs from ₹4,651.35 lakhs, while bank balances increased to ₹10,497.67 lakhs from ₹1,601.26 lakhs.

Key Appointments and Governance

The Board approved appointment of Mr. Pierre Pascal T Dosogne as HR Business Partner Industry (Metals) under Senior Management Personnel category. PricewaterhouseCoopers Services LLP was appointed as Internal Auditor for FY2026, while M/s. Kishore Bhatia & Associates was re-appointed as Cost Auditor.

Regulatory Compliance and Publication

Following the Board meeting outcomes, the company submitted newspaper clippings to BSE Limited on February 27, 2026, pursuant to Regulation 30, 33 and 47 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The extract of audited financial results was published in The Business Standard (English edition) and Sakal (Marathi edition) for stakeholder information.

Strategic Developments and Outlook

Subsequent to year-end, the company acquired 100% shareholding in John Cockerill Metals International SA, Belgium for Euro 29.87 million (₹31,616 lakhs). The acquisition positions India as the global metals hub for John Cockerill Group, with structured payment terms extending until January 1, 2031.

The Chairman's communication highlighted consistent quarter-on-quarter revenue growth, strong order pipeline momentum, and expanding Value Services business comprising Revamps, Spares & Services. The company expects meaningful revenue step-up from Q2 2026 onwards as new contracts move into active execution phase.