Transaction Details

John Cockerill India Limited executed an Amended Share Purchase Agreement on Tuesday, November 3, 2026, modifying the purchase price consideration and payment terms under the original Share Purchase Agreement dated December 19, 2025. The agreement is for the acquisition of 100% shareholding of John Cockerill Metals International SA, Belgium ("Metals International") from John Cockerill SA, the Parent Company.

Target Entity Information

  • Name: John Cockerill Metals International SA
  • Incorporation: Belgium
  • Paid Up Share Capital (as on March 31, 2026): 24,856,545 Euros
  • Turnover: 7,306,037 Euros
  • Date of Incorporation: September 30, 2025
  • Industry: Metal Business

Transaction Structure and Financial Terms

The revised aggregate purchase price for the acquisition of all Metals International Shares is €24,320,000 (Twenty-four million three hundred twenty thousand euros).

Payment Structure:

  • €5,000,000 (Five Million Euros) cash payment ("Part Purchase Price Consideration") made on June 05, 2026, for acquisition of 5,110,309 shares representing 20.56% of total paid-up share capital
  • Remaining payment of €19,320,000 (Nineteen million three hundred twenty thousand Euros) to be settled through allotment of 334,000 Compulsorily Convertible Cumulative Preference Shares (CCPS) of John Cockerill India Limited

CCPS Details

  • Number of CCPS: 334,000
  • Subscription Price: INR 58,028.60 per CCPS
  • Face Value: INR 100.00
  • Premium: INR 57,928.60 per CCPS
  • Allotment Basis: Consideration other than cash based on swap ratio computed in accordance with SEBI ICDR Regulations

Regulatory Approvals and Timeline

All requisite approvals, consents and authorizations required from members of the Company and relevant regulatory and statutory authorities have been obtained. The Reserve Bank of India (RBI) approval/confirmation was received on November 3, 2026.

Completion Timeline: The transaction shall be completed by way of allotment of CCPS to John Cockerill SA within 15 days from the date of receipt of RBI approval (i.e., by November 18, 2026).

Conversion Terms

John Cockerill SA shall be entitled to convert the CCPS into fully paid-up equity shares of the Company in accordance with the terms of the CCPS at any time within a maximum period of 18 months from the Allotment Date.

Current Status

As of the disclosure date, John Cockerill SA has transferred its 100% shareholding in Metals International to the Company.

Related Party Transaction

This acquisition qualifies as a related party transaction since John Cockerill SA is the promoter and parent company of John Cockerill India Limited. The transaction is stated to be on an arm's length basis.

Strategic Rationale

The purpose of the acquisition is to consolidate and enhance the strategic operations of Metal Business of John Cockerill Group within the Company. This is expected to reinforce the John Cockerill Group's metals portfolio, create operational synergies, and unlock substantial growth opportunities. The target entity is expected to play a pivotal role in expanding the Group's global footprint and operational synergies within the metals industry.

Background of Acquisition

John Cockerill Metals International SA was incorporated in Belgium by John Cockerill SA with a view to consolidate the ownership interests in various group entities involved in the metals business. Post the acquisition, John Cockerill SA will continue to remain the majority shareholder (promoter) in the Company.