Nature of Disclosure: Regulatory filing pursuant to SEBI Listing Regulations (Regulation 30) regarding preferential allotment of Compulsory Convertible Preference Shares (CCPS).

Approvals and Background: The allotment was approved by shareholders through a special resolution at the 40th Annual General Meeting held on June 25, 2026. Regulatory approvals included:

  • Reserve Bank of India approval received via Authorised Dealer Bank email dated November 3, 2026
  • BSE Limited in-principle approval via letter dated August 28, 2026
  • Board of Directors approval on November 5, 2026

Allotment Details: The company allotted 35,185 Non-Cumulative, Non-Voting, 0.001% Compulsory Convertible Preference Shares (CCPS) to John Cockerill SA (JCSA) on a preferential basis.

Financial Terms:

  • Face value: ₹100 per CCPS
  • Premium: ₹57,928.60 per CCPS
  • Total issue amount: ₹204,17,36,291 (Two hundred four crore seventeen lakh thirty-six thousand two hundred ninety-one)

Purpose and Consideration: The CCPS were allotted as non-cash consideration for the acquisition of 79.44% of the total paid-up share capital of John Cockerill Metals International SA, Belgium (Metals International) from JCSA, executed through a share swap arrangement as per the amended Share Purchase Agreement.

Conversion Terms:

  • Each CCPS is compulsorily convertible into 10 equity shares
  • Conversion will occur at the earlier of: (a) option of the allottee, or (b) 18 months from the date of allotment (November 5, 2026)
  • Equity share allotment must be completed within 15 days from conversion exercise

Shareholding Impact:

  • Pre-issue holding of JCSA: 34,72,700 shares (70.33%)
  • Post-conversion holding (assuming full conversion): 38,24,550 shares (72.30%)
  • The 35,185 CCPS will convert into 3,51,850 equity shares

Additional Information:

  • The CCPS are unlisted securities
  • Subject to lock-in restrictions as prescribed under Chapter V of SEBI ICDR Regulations, 2018
  • Disclosure made pursuant to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026

Regulatory References: SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Regulation 30; SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.