Key Decisions Approved

1. Material Modification of Related Party Transaction

The Board approved material modification to the Share Purchase Agreement (SPA) dated December 19, 2025, for acquisition of entire equity stake of John Cockerill Metals International SA, Belgium (Metals International) from John Cockerill SA (JC SA), the parent company and promoter.

Revised Purchase Price Consideration: €24,320,000 (Twenty-four million three hundred twenty thousand euros)

Payment Structure:

  • €5,000,000 (Five Million Euros) cash payment by June 30, 2026 for acquisition of 5,110,309 shares (20.56% of paid-up capital) of Metals International
  • €19,320,000 (Nineteen million three hundred twenty thousand Euros) through share swap involving issuance of 35,185 Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) of John Cockerill India Limited for 19,746,236 shares (79.44% of paid-up capital) of Metals International

CCPS Details:

  • Face value: ₹100.00 per share
  • Premium: ₹57,928.60 per share
  • Subscription price: ₹58,028.60 per CCPS

Current Status: JC SA has already transferred 100% shareholding in Metals International to the Company. Letter agreements were executed extending payment date for cash portion to June 30, 2026.

Target Entity Details (Metals International):

  • Paid-up Share Capital (as of March 31, 2026): €24,856,545
  • Turnover: €7,306,037
  • Industry: Metal Business
  • Country of incorporation: Belgium
  • Date of incorporation: September 30, 2025

Transaction Timeline: The transaction will be completed with allotment of CCPS to JC SA within 15 days from either: (i) date of passing shareholder resolution, or (ii) receipt of requisite RBI approval/confirmation regarding payment against issue of CCPS.

Conversion Terms: JC SA can convert CCPS into fully paid-up equity shares of the Company within maximum 18 months from allotment date.

2. Preferential Issue of CCPS

The Board approved issuance of 35,185 Non-Cumulative Compulsory Convertible Preference Shares to John Cockerill SA on preferential cum private placement basis.

Issue Details:

  • Total issue size: ₹204,17,36,291 (Two hundred four crore seventeen lakh thirty-six thousand two hundred ninety-one)
  • Face value: ₹100.00 per share
  • Premium: Up to ₹57,928.60 per share
  • Issue price: ₹58,028.60 per CCPS

Conversion Terms: Each CCPS converts into 10 equity shares of the Company. Conversion will occur at earlier of: (a) option of allottee, or (b) 18 months from allotment date.

Shareholding Impact:

  • Pre-issue promoter holding: 34,72,700 shares (70.33%)
  • Post-allotment and conversion: 38,24,550 shares (72.30%)

3. Annual General Meeting

The 40th Annual General Meeting for financial year ended December 31, 2025 is scheduled for Thursday, June 25, 2026. Notice will be sent to shareholders within prescribed timeline.

Meeting Details

Board meeting commenced at 8:21 PM and concluded at 8:28 PM on May 26, 2026.

Pending Approvals

  • Shareholder approval through forthcoming General Meeting or postal ballot
  • Regulatory/statutory approvals including RBI approval for CCPS issuance