cmi fpe ltd Directors report

Dear Members,

Your Directors are pleased to present the Thirty Eighth Annual Report of John Cockerill India Limited ("the Company") on the business and operations of the Company, together with the audited financial statements for the nine months period ended December 31, 2023.

FINANCIAL PERFORMANCE

(RS. in lakhs)

Particulars	Nine months period ended December 31, 2023	Twelve months Financial Year ended March 31, 2023
Total Income	67,281.71	50,031.31
Profit before depreciation and amortisation expense, finance costs and tax expense	3,225.17	2,325.63
Less :
Depreciation and amortisation expense	385.14	514.75
Finance costs	233.01	193.16
Profit / (Loss) before Tax	2,607.02	1,617.72
Less : Tax expense :
Current tax	625.17	59.00
Deferred tax	(182.07)	270.18
Profit / (Loss) for the period / year	2,163.92	1,288.54
Other comprehensive income for the period / year, net of tax	(12.83)	15.81
Total comprehensive income for the period / year	2,151.09	1,304.35

The performance of the current period is not comparable directly to that of the previous year due to change in the duration of the financial year. The current year comprises of nine months period as against the twelve months period of the previous year.

HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Financial and Operational Performance

Year 2023 has been a challenging year globally While the Russia Ukraine conflict has raged on for more than a year, in October 2023 the start of Israel Hamas created further uncertainties across the world. 2023 is likely to be the hottest year on record resulting in extreme weather events around the world. Global business environment remained muted in 2023 due to various factors, such as weak property sector in China, slow down in Europe, uncertainties in U.S. auto markets etc. In spite of such global challenges, India has done remarkably well attracting foreign investment of over 950 billion resulting in production / sales of 7.8 trillion and employment generation of more than 640,000 jobs. The key sectors such as mining, manufacturing, electricity etc. have recorded growth between 6 to 9% during the year. India emerged as the 2^nd largest producer of crude steel with output of > 92 million tonnes during January to August 2023 demonstrating YoY growth of 10.5%, the best growth rate among the top 10 steel producing countries in the world.

In spite of various challenges, the Company has delivered good performance during the period :

• Having started the period with a healthy order backlog, the Company focused on execution of its largest project for AMNS and achieved completion of 81% by December 2023.

• The revenue from operations grew 37.82% from 483.70 crores in financial year 2022-23 to 666.63 crores in the nine months period April to December, 2023.

• Operating profit (PBDIT) has increased 38.65% from 23.26 crores in financial year 2022-23 to 32.25 crores in the nine months period April to December, 2023.

• The Company received new orders worth 332 crores during the period.

Global Outlook

The current decade (2020-30) was expected to be a transformative decade for development, as we enter its midpoint, the global economy is expected to deliver much slower growth, according to the World Banks latest Global Economic Prospects report. While the global economy is in a better place than it was a year ago, the risk of a global recession has receded, largely because of the strength of the U.S. economy But mounting geopolitical tensions could create fresh near-term hazards for the world economy Meanwhile, the medium-term outlook has darkened for many developing economies amid slowing growth in most major economies, sluggish global trade, and the tightest financial conditions in decades. Global trade growth in 2024 is expected to be only half the average in the decade before the pandemic.

To tackle climate change and achieve other key global development goals by 2030, developing countries will need to deliver a formidable increase in investment - about $2.4 trillion per year. However, without comprehensive policy packages, prospects for such an increase are not bright. Per capita investment growth in developing economies between 2023 and 2024 is expected to average only 3.7%, just over half the rate of the previous two decades.

Growth in South Asia (SAR) is estimated to have slowed slightly to 5.7% in 2023, yet it remains the fastest among emerging market and developing economy regions. This is largely attributed to a robust expansion in India, which accounted for more than three-fourths of the regional output in 2023. Excluding India, however, activity was more subdued. In India, despite some slowing, a strong performance in 2023 was driven by robust public investment growth and vibrant services

activity Merchandise exports slowed due to weak external demand, but domestic demand for consumer services and exports of business services sustained Indias economic growth.

India Outlook

The domestic steel market has been robust this year and the latest World Steel Association outlook suggests that the demand will be around 136 million tonne in 2024 driven by higher infrastructure spends and impetus from the government in the election year. Though the domestic demand has been good, steel prices have corrected nearly 6% due to higher inventories. The Indian domestic steel market, despite its strength, transitioned to being a net importer of steel starting from July 2023. This shift occurred as Indian steel prices were initially higher than import prices, leading to a competitive disadvantage. However, this price disparity has since been corrected. Furthermore, a significant increase in Chinese steel exports has rendered Indian steel exports less competitive on the global stage, contributing to Indias status as a net importer.

For Indian steel companies, the second half of financial year 2024 might be challenging, but theres optimism that Chinas rebound could enhance steel prices globally. A revival in Chinas steel market could also lead to a reduction in Chinese steel exports, which would be beneficial for the global ferrous industry including India.

The steel sector in India continues to be growing and robust. The rising demand for affordable housing, infrastructure development and construction projects, has led to a pan-India need for steel. Increased focus on urban development, logistics parks and industrial corridors are all adding to the improved demand for finished steel and steel as a raw material. Initiatives like Green Steel and Hydrogen Mission are opening up new investments in the sector.

In line with these positive factors during the period, the Company won new orders worth 332 crores. As on December 31, 2023, the order backlog is in excess of 800 crores. The Company is in discussions with various customers for further new opportunities.

Business Development

The Company remains firmly integrated into the John Cockerill Industry Metals product and growth strategies and supports investment projects in virtually all regions of the world, either through standalone proposals or in collaboration with other John Cockerill Group entities.

Thanks to its geographic location, India is an ideal hub for tapping into the further development of business in South-East-Asia and is supported in this endeavour through dedicated business development resources located strategically in several of these markets.

Furthermore, the Company plays a vital role in supporting the marketing and sale of products from the Groups innovation pipeline having reached market maturity, and which are expected to play an increasingly dominant role in the Companys future market offering, among those technologies that represent new technological standards in metals coating or in decarbonization of thermal processes in the steel production process. Along with a refined approach in services and aftersales, as well as a continued emphasis on its automation capabilities, the Company is well positioned in its segment.

Material changes affecting the Company

For the purpose of consolidated of accounts of the Company with its parent Company outside India, the Company revised the financial year from April - March to January - December. The Regional Director,

Western Region, Ministry of Corporate Affairs, Mumbai approved this change of financial year. Consequently the financial year for the year 2023 is for a period of nine months from April 1, 2023 to December 31, 2023. Henceforth, the financial year of the Company will start from January 1 and end on December 31 of every year.

Apart from this, there have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements related to and date of this report. There has been no change in the nature of business of the Company

DIVIDEND

The Company follows a policy, which takes into account the need to provide a reasonable return to its shareholders. As in the past, any dividend payout will be funded from the Companys Free Cash flow.

For the nine months period ended December 31, 2023, the Board has recommended a final dividend of 7/- per equity share having face value of 10/- each. The dividend is subject to the approval of the shareholders at the 38^th Annual General Meeting ("AGM") of the Company scheduled to be held on May 14, 2024.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Considering sufficiency, the Directors have decided to retain the entire residuary amount of profit for the nine months period ended December 31, 2023 in the Statement of Profit and Loss.

The Directors do not propose to transfer any amount to General Reserve.

GROUP ACTIVITIES

John Cockerill SA, the Holding Company is part of the John Cockerill Group having presence in sectors like Energy, Defence, Industry, Environment and Services. The Company is a part of the Industry Sector within the John Cockerill Group.

The Company continues to have a close, collaborative relationship with customers supported by an extended global network of offices aligned with customer locations. John Cockerill Group invests heavily in R & D activities and investments have been made to support long-term profitable growth and extending help to the customers in value creation.

The John Cockerill Group has been extremely supportive of their Indian operations and continues to provide constant support in terms of strategy, technology, research and development, systems, manufacturing, project management, human resources, etc.

AUTOMATION BUSINESS

In line with the approval of the members of the Company for the amendment to the Objects clause of its Memorandum of Association, the Company has started the automation of the Cold Rolling Mills and the processing lines and related services. This will enable the Company to further augment its market presence and offer automation as an integral part of its offerings.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiary Joint Venture or Associate Company as defined in the Companies Act, 2013. Hence, no details are to be provided in Form AOC-1.

In accordance with the provisions of Section 136 of the Companies Act, 2013 ("the Act"), the audited financial statements and related information of the Company are available on the website of the Company at www.johncockerillindia.com.

SHARE CAPITAL

The Authorised Share Capital of the Company during the period under review was 1,000 lakhs divided into 80,00,000 equity shares of 10/- each and 2,00,000 Preference Shares of 100/- each.

There was no change in the capital structure of the Company during the period under review.

The details of the share capital as on December 31, 2023 is provided below :

Particulars	in lakhs
Authorised Share Capital	1,000.00
Paid up Share Capital	493.78
Listed Capital	493.78

During the period under review, the Company has neither issued any shares (including shares with differential voting rights) nor granted stock options or sweat equity

DEPOSITS

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposit from public was outstanding as of the Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The period under review saw the following changes to the Board of Directors ("Board") :

As informed in the last year Annual Report, Mr. Vivek Bhide (DIN: 02645197) had relinquished the position as Managing Director of the Company and continues as a Non-Executive Non-Independent Director with effect from the close of working hours of May 31, 2023. Accordingly, Mr. Vivek Bhide is liable to retire by rotation.

Based on the recommendations of the Nomination and Remuneration Committee ("NRC") and in terms of the provisions of the Act, the Board appointed Mr. Michael Kotas (DIN: 10053364) as the Managing Director of the Company in place of Mr. Vivek Bhide, with effect from June 1, 2023. Subsequently, the members of the Company at the 37^th Annual General Meeting approved the appointment of Mr. Michael Kotas, subject to the approval of the Central Government, as Managing Director for a term of 3 (three) consecutive years with effect from June 1, 2023.

Mr. Jean Gourp (DIN: 02268912) resigned as a Director of the Company, with effect from the closing hours of May 31,2023. The Board wishes to place on record its appreciation of the services rendered by Mr. Gourp during his tenure as Director of the Company.

Mr. N. Sundararajan (DIN: 00051040) will retire as a Non-Executive Independent Director of the Company, effective from the close of working hours of March 31, 2024 after completion of his two consecutive terms of 5 (five) years. The Board places on record the appreciation for the valuable services, support and guidance rendered by Mr. N. Sundararajan during his tenure as a distinguished Independent Director of the Company, and as the Chairman of the Audit Committee.

On the recommendations of the NRC, the Board at its meeting held on February 7, 2024, subject to the approval of the members of the Company at the ensuing Annual General Meeting, appointed Ms. Anupama Vaidya (DIN: 02713517) and Ms. Anjali Gupte (DIN: 00104884) as Additional Independent Directors on the Board of the Company to hold the office for a term of 5 (five) consecutive years with effect from April 1, 2024.

Pursuant to the provisions of Section 161 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations") Ms. Anupama Vaidya and Ms. Anjali Gupte holds office up to the date of the ensuing AGM of the Company and are eligible for appointment as a Non-Executive Independent Director. The Company has received a notice from a member along with the deposit under Section 160 of the Act, signifying his intention to propose Ms. Anupama Vaidya and Ms. Anjali Gupte as candidates for the office of Independent Directors of the Company, at the ensuing AGM.

Mr. Nandkumar Dhekne (DIN: 02189370) was appointed as a Director of the Company in the category of Independent Director and holds office up-to February 6, 2025 ("first term" in line with the explanation to Section 149(10) and 149(11) of the Act). The Company has received a notice under Section 160 of the Act from a member proposing the reappointment of Mr. Nandkumar Dhekne for the office of Non-Executive Independent Director for a second term of 5 (five) consecutive years up-to February 6, 2030. The Board taking into account, the recommendations of the NRC and on the basis of the report of the performance evaluation of Independent Directors, has recommended the re-appointment of Mr. Nandkumar Dhekne as a Non-Executive Independent Director for the aforesaid second term.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vivek Bhide (DIN: 02645197), NonExecutive Director of the Company is liable to retire by rotation at the ensuing AGM of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Brief resume, nature of expertise in specific functional areas, disclosure of relationships between directors inter-se, details of directorships held in other Companies, membership of Committees of the Board along with the listed entities from which they resigned in last three years, shareholding in the Company held by the Directors proposed to be appointed / re-appointed at the 38^th AGM are provided in the Notice of the 38^th AGM of the Company.

Apart from the aforesaid changes, there are no changes in the Directors and Key Managerial Personnel of the Company. The details of the number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them are given separately in the Corporate Governance Report which forms a part of this Report.

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he / she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied about the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the

Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

As per the provisions of Schedule IV to the Act, the Independent Directors of the Company held a separate meeting on November 8, 2023 without the presence of the Chairman, Managing Director, other Non-Independent Directors or any other managerial personnel.

An annual evaluation was made in December 2023, by the Board of Directors of its own performance and that of its Committee and individual Directors and the reference to such performance evaluation of Directors, Board and its Committees are available in the Corporate Governance Report, which forms an integral part of this Report.

The Chairman held an individual direct meeting with each of the four Independent Directors as a part of self-appraisal and peer-group evaluation; the engagement and impact of individual Director was reviewed on parameters such as attendance, knowledge and expertise, inter-personal relationship, engagement in discussion and decisionmaking process, actions, etc. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the Management.

The details of familiarisation programmes for the Directors about their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the Companys website at www.johncockerillindia. com, and also referred to in detail in the Corporate Governance Report.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Michael Kotas, Managing Director, Mr. Kiran Rahate, Chief Financial Officer and Mr. Haresh Vala, Company Secretary. During the period under review, Mr. Michael Kotas has been appointed as Managing Director and Key Managerial Personnel in place of Mr. Vivek Bhide with effect from June 1, 2023.

Remuneration Policy

Based on the recommendation of NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel and Senior Management employees. The details of the Remuneration Policy are mentioned in the Corporate Governance Report and are also placed on the website of the Company at www.johncockerillindia.com

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that :

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the period and of the Statement of Profit and Loss and Cash Flow of the Company for the period ended on that date;

c. they have taken that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were in place, are adequate and operating effectively.

MEETINGS OF THE BOARD

The Board met 3 (three) times during the period ended December 31, 2023, on May 25, 2023, July 25, 2023 and November 9, 2023. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report. The intervening gaps between the meetings were within the limits prescribed under the Act and the Listing Regulations.

Committees of the Board

The Board has overall responsibility for establishing the Companys purpose, values, and strategy to deliver the long-term sustainable success of the Company and generate value for the shareholders. The Board places great emphasis on ensuring these key themes continue to be appropriate for the businesses and markets in which the Company operates.

The Board is supported by the deliberations of the Committees of the Board which ensure the right level of attention and consideration are given to specific matters. Each of the Committees has terms of reference under which the authority is delegated by the Board. At present, the Company has the following Committees of the Board, which collectively ensure greater focus on specific aspects of Corporate Governance and expeditious resolution of related issues.

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility and ESG Committee

v. Risk Management Committee

vi. Committee for Finance and Operations

A comprehensive update on the Board, its Committees, their composition, terms and reference, meetings held during the period under review and the attendance of each members is furnished in the Corporate Governance Report.

AUDITORS

Statutory Auditors

The members of the Company, at the 32^nd AGM held on July 27, 2018, approved the appointment of M/s. S R B C & Co. LLP, Chartered Accountants (ICAI Registration No. 324982E/ E300003) ("SRBC") as the Statutory Auditors of the Company. Subsequently, the members approved the re-appointment of SRBC for a second term of 5 (five) years from the conclusion of the 37^th AGM until the conclusion of the 42^nd AGM to be held in the year 2028.

The report of the Statutory Auditors on the financial statements of the Company for the period ended December 31, 2023 forms part of this Annual Report. The Notes on the financial statements referred

to in the Auditors Report are self-explanatory, and does not contain any qualification, reservation or adverse remark or disclaimer. During the period, the Auditors have not reported any matter under Section 143(12) of the Act, and therefore, no disclosure is required under Section 134(3)(ca) of the Act.

Cost Auditor

In terms of Section 148 of the Act, the Company is required to maintain cost records and accordingly, these have been maintained by the Company.

The Board of Directors of the Company, on the recommendations of the Audit Committee, approved the appointment and remuneration of M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 000294), as the Cost Auditors of the Company to carry out the cost audit for the financial year ending December 31, 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder. M/s. Kishore Bhatia & Associates have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditors for conducting cost audit of the Company for the financial year 2024 as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. The same is placed for ratification by the members and forms part of the Notice for the 38^th AGM.

During the period under review, the Cost Auditor had not reported any matter under Section 143(12) of the Act and therefore, no disclosure is required under Section 134(3)(ca) of the Act.

Secretarial Auditor

The Secretarial Audit was carried out by M/s. VKM & Associates, Company Secretaries in Practice for the period ended December 31, 2023. The Report given by the Secretarial Auditors is annexed as Annexure 1 and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. During the period, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore, no disclosure is required under Section 134(3)(ca) of the Act.

The Company has undertaken an audit for the period ended December 31, 2023 covering all applicable compliances as per applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of the Listing Regulations. The Annual Secretarial Compliance Report duly issued by M/s. VKM & Associates has been annexed as Annexure 2 to this Report.

During the period under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not filed any application, or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the nine months period ended December 31, 2023.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended, read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of 7 (seven) years from the due date is required to be transferred by the Company to the IEPF constituted by the Central Government.

In the past, the Company has also transferred shares in respect of which dividend amount remained unpaid / unclaimed for a consecutive period of 7 (seven) years or more to IEPF Authority within stipulated time.

During the period under review, the Company was not required to transfer any shares and dividend thereon to IEPF.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, the Company has not provided any loan or guarantee or made investments covered under the provisions of Section 186 of the Act and Schedule V of the Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The objective of the Companys Corporate Social Responsibility ("CSR") initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the policy forms part of the Annual Report on CSR activities annexed to the Boards Report. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules") is annexed as Annexure 3 and forms an integral part of this Report. The CSR policy is available on the website of the Company at www.johncockerillindia.com.

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company was not required to spend any amount on CSR activities.

The balance unspent amount of 20.15 lakhs were spent on ongoing projects during the period ended December 31, 2023. The CSR Committee and the Board had approved the ongoing projects of Health and Education for 3 (three) financial years. With a view to contribute to a sustainable and green world by conducting conventional urban plantation in urban spaces to reduce the carbon footprint, the CSR Committee and the Board decided to amend the plan for ongoing projects and spend 12 lakhs on Environment activities. In addition to the balance lying in Unspent CSR account, the Company had spent 77,190 on Health and Environment. The amount lying in the Unspent CSR account has been fully utilised.

During the period under review, the Company started to focus on putting in place an Environment, Social and Governance ("ESG") framework to drive the ESG agenda for the long term. In order to achieve this target, the scope of CSR Committee was expanded to include ESG activities, and the Committee was renamed as Corporate Social Responsibility and ESG Committee.

The Chief Financial Officer of the Company has certified to the Board that the funds disbursed for CSR activities were utilized for that purpose.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company has always aspired to build a culture that demonstrates world-class standards in safety environment and sustainability People are our most valuable asset, and the Company is committed to provide all its employees, a safe and healthy work environment. The work culture exemplifies the core values and nurtures innovation, creativity and diversity We ensure alignment of business goals and individual goals to enable our employees to grow on personal as well as professional front.

A detailed note on Human Resources is provided in the Management Discussion and Analysis ("MDA") Report, which forms part of this Report.

Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, relating to the remuneration and other details as required is annexed as Annexure 4 and forms an integral part of this Report.

In terms of second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the members and others entitled thereto, excluding the statement of particulars of employees, which is available for inspection by the members. Any member interested in obtaining a copy thereof may write to the Company Secretary

None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees holds (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company

Health and Safety

The Company is deeply committed to priortising Health and Safety Management for its employees, contractors and visitors. The details on Health and Safety are provided in the MDA Report, which forms part of this Report.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has a robust mechanism in place to redress complaints reported under Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013, as amended ("POSH") and the Rules made thereunder. The Company has complied with the provisions relating to constitution of Internal Committee under POSH. The Internal Committee comprises of internal members, and an external member who has extensive relevant experience in this field.

All employees, especially women employees, were made aware of the Policy and the manner in which the complaints can be lodged.

The following is reported pursuant to Section 22 of the POSH and Regulation 34(3) read with sub-clause 10(I) of Clause C of Schedule V of the Listing Regulations for the period ended December 31,2023 :

a.	Number of complaints of sexual harassment received / filed during the period	Nil
b.	Number of complaints disposed of during the period	Nil
c.	Number of complaints pending for more than ninety days	Nil

d. Number of complaints pending as on end Nil

of the period

e. Number of workshops or awareness 11

programs carried out

f. Nature of action taken by the employer or Nil

District officer

During the period under review, no case of sexual harassment in the Company was reported.

RISK MANAGEMENT

The businesses are exposed to a variety of risks, which are inherent to a global natural resources organisation. The effective management of risk is critical to support the delivery of the Groups strategic objectives. Risk management is embedded in the organisations processes and the risk framework helps the organisation meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board.

The risk management framework of the Company is designed to be simple, consistent and clear for managing and reporting risks from the business to the Board. The management systems, organisational structures, processes, standards, and code of conduct together form the system of internal controls that govern how the Company conduct business and manage associated risks. Major risks identified by business and functions are systematically addressed through mitigating actions.

As part of our governance philosophy the Board has a Risk Management Committee to ensure a robust risk management system. The details of the Committee and its terms of reference are set out in the Corporate Governance Report which forms part of this Report. Important elements of risk management process are elaborated in the MDA Report, which forms part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations; such internal financial controls with reference to the Financial Statements are adequate. The details and the process of internal control systems, as implemented by the Company are provided in the MDA Report, which forms part of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has in place a robust vigil mechanism that provides a formal channel for all its Directors, employees and business associates including customers, to approach the Chairman of Audit Committee and make protected disclosures about any unethical behaviour, actual or suspected fraud or violation of the Code of Conduct. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders.

The Companys Whistle Blower Policy encourages every Director, employee and business associate to promptly report any actual or possible violation of the Code of Conduct or any event that he / she becomes aware of that could affect the business or reputation of the Company The Company ensures protection for the whistle-blowers and any attempts to intimidate the whistle-blower is also treated as a violation of the Companys Code of Conduct.

The Company during the period under review, conducted a series of communication to the employees through its Townhall with an aim to create awareness amongst them. The Companys

Whistle Blower Policy can be assessed on the Companys website at https://johncockerillindia.com/financialreport.aspxRS.Subcat=

Whistleblower%20Policy&InvestorType=Policies.

INSURANCE

The Company has taken adequate insurance coverage of all its assets and inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc. and also transit insurance to cover the risk during transportation of goods from its plants to customer project sites. The Company has also started to procure coverage under project specific Trade Credit insurance policies to mitigate its risks during the project execution.

Directors & Officers Liability (D & O) policy covers the Directors and Officers of the Company against the risk of third-party claims and liabilities arising out of their actions / decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

The employees of the Company are covered under various employee benefit Group insurance schemes that provide cover for Hospitalization, Accidental Disability and Death.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions ("RPT Policy"). The Policy can be accessed on the Companys website at https://johncockerillindia.com/ financialreport.aspxRS.Subcat=RPT%20 Policy%20as%20per%20LODR&Investor Type=Policies. The Board has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the RPT Policy on related party transactions.

During the period under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arms length basis. The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 for the period ended December 31, 2023 is provided in Annexure 5 and form part of this report.

John Cockerill SA is the Holding Company of the Company, and all the subsidiaries of John Cockerill SA are treated as related parties of the Company. Such related party transactions, including those with the Holding Company and fellow subsidiaries, which have been carried out during the current period and previous year are mentioned in the Annual Report in accordance with the Indian Accounting Standards 24 on Related Party Transactions notified by the Companies (Indian Accounting Standards) Rules, 2015, as amended, and are not repeated in this Report of the Directors. None of the related party transactions entered into by the Company was in conflict with the Companys interests.

In compliance with the provisions of Regulation 34(3) read with Schedule V(A) of the Listing Regulations read with Section 134(3)(h) of the Act, it is confirmed that no loans or advances in the nature of loans have been received or paid to the Holding Company or any Fellow Subsidiary or any Director or to any firms or Companies in which a Director is interested and no investments have been made in the shares of the Holding Company or any of its subsidiaries. The Company does not have any subsidiaries. The Company has no investments.

The approval of the members of the Company is sought in terms of the Listing Regulations for the payment of Brand fee @ 0.6% of the external sales and for the payment of up to 3% referral and technical royalty fees to John Cockerill SA on those portions of contracts assigned to the Company through John Cockerill SA and also for other Related Party Transactions with various Related Parties.

None of the Directors and the Key Managerial Personnel has any pecuniary relationship or transactions with the Company other than in the normal course of the business.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and / or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, for the period ended December 31, 2023, in relation to the conservation of energy, technology absorption, foreign exchange earnings and outgo, is provided in Annexure 6, and forms an integral part of this Report.

CORPORATE GOVERNANCE

Good corporate governance underpins the way the Company conducts the business. The Directors reaffirm their continued commitments to the highest level of corporate governance practices. The Company fully adheres to the standards set out by SEBI for corporate governance practices.

The Company is consistent in maintaining the exemplary standards of corporate governance in the management of its affairs and ensuring its activities reflect the culture the management wish to nurture with its colleagues and other stakeholders.

A separate section on Corporate Governance forms an integral part of this Report and a compliance certificate from M/s. S R B C & Co. LLP, Chartered Accountants, Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance is attached thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which is presented in a separate section, forming part of this Annual Report.

GREEN INITIATIVES

During the period under review, the Company has continued the "digital platforms" for various meetings including the Board and Committee meetings, internal meetings and meetings with external stakeholders such as customers and vendors. This has helped the Company to reduce multiple sector travel from Europe and from within India for the Directors and others - several times a year - thereby reducing gas / carbon emission and dissemination of information in paper form for various meetings. All the employees, the Board members and external stakeholders have adapted to the new tools and platforms quickly and the experience of adopting a nearly "all-digital" process for all meetings keeps getting better.

ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company at www.johncockerillindia.com. This extract is also annexed as Annexure 7 and forms an integral part of this Report.

ACKNOWLEDGEMENT

The Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas of its operations as well as the efficient utilization of the Companys resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Directors look forward to the long-term future with confidence.

For and on behalf of the Board

	Sebastien Roussel
Mumbai	Chairman
February 7, 2024	DIN: 09663609