John Cockerill India Ltd Directors Report

Dear Members,

Your Directors present the Thirty Ninth 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 year ended December 31,2024.

FINANCIAL PERFORMANCE

(Rs in lakhs)

Particulars	For the year ended December 31, 2024	For the nine months ended December 31, 2023
Total Income	39,360.41	67,280.43
Profit before depreciation and amortisation expense, finance costs and tax expense	108.91	3,225.17
Less :
Depreciation and amortisation expense	597.15	385.14
Finance costs	228.31	233.01
Profit / (Loss) before Tax	(716.55)	2,607.02
Less : Tax expense :
Current tax	208.21	625.17
Deferred tax	(386.55)	(182.07)
Profit / (Loss) for the year / period	(538.21)	2,163.92
Other comprehensive income / (loss) for the year / period, net of tax	(140.19)	(12.83)
Total comprehensive income / (loss) for the year / period	(678.40)	2,151.09

The performance for the current year is not directly comparable to that of the previous period due to a change in the duration of the financial year. The current year comprises twelve months, whereas the previous period covered nine months.

HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Financial and Operational Performance

The Company has faced various challenges during the year under review and as a result, it has impacted the performance during the year :

• Starting with a healthy order backlog, the Company focused on executing its largest project for AMNS and achieved 95% completion by December, 2024.

• Revenue from operations decreased by 42% from Rs 666.61 crores for the nine months period April to December, 2023 to Rs 388.73 crores for the year ended December, 2024.

• Operating profit (PBDIT) has decreased by 97% from Rs 32.25 crores in the nine months period April to December, 2023 to Rs 1.09 crores for the year ended December, 2024.

• The Company received new orders worth Rs 308.8 crores during the year.

Global Outlook

The global steel industry is projected to see moderate growth between 2025 and 2030. According to Bronk & Company, global steel demand is expected to rise from 1.8 billion tons in 2020 to approximately 2.0 billion tons by 2030, reflecting an average annual growth rate of about 1.06%. This growth will be driven primarily by developing countries, particularly India and regions in Africa, undergoing rapid industrialization. In contrast, Chinas steel demand is anticipated to stabilize, moving away from its prior exponential growth.

In North America, the alloy steel market is projected to grow at a compound annual growth rate (CAGR) of 4.5% from 2025 to 2030, with revenues increasing from USD 4.83 billion in 2024 to USD 6.05 billion by 2030.

Overall, the global steel market was valued at USD 878.2 billion in 2023 and is expected to grow at a CAGR of 2.9% from 2024to 2030. However, the industry faces challenges such as weak demand from China, which could lead to lower global iron and steel prices in the coming years. Structural pressures in Chinas housing market, including demographic changes, are expected to reduce the demand for additional housing and, consequently, steel consumption.

By 2030, the global steel industry is expected to make significant strides toward sustainable growth. As green steel technologies mature, the production of low-carbon steel is likely to increase as a share of total global output. While challenges related to cost and infrastructure remain, the industrys sustainability transition will be driven by:

• Innovation in steelmaking technologies (e.g., hydrogen-based processes, electrification).

• Increasing demand for green products.

• Government support for decarbonization and green steel production incentives.

In conclusion, the shift toward green steel is not just a step toward sustainability but a crucial factor in driving long-term growth for the global steel industry. As industries and countries commit to reducing their carbon footprints, the demand for green steel will play a pivotal role in achieving climate goals while fostering economic growth.

In summary, while moderate growth is anticipated in the global steel industry from 2025 to 2030, regional variations and market dynamics will significantly influence the industrys trajectory.

India Outlook

Indias steel industry is set for substantial growth between 2025 and 2030, with projections indicating that production capacity will rise from approximately 180 million metric tons to over 300 million metric tons by 2030. This expansion is fueled by strong domestic demand, particularly from infrastructure development and a growing economy.

Key Factors Driving the Outlook

• Government Initiatives: The Indian government is actively supporting the steel sector through various measures, including significant investments in infrastructure and incentives for adopting sustainable practices. The Ministry of Steel has requested Rs 150 billion (about $1.74 billion) from the federal budget to encourage the production of low-carbon steel, aiming to reduce emissions and promote green technologies.

• Capacity Expansion: Major steel producers are investing in capacity expansion and modernization. For instance, JSW Steels acquisition of NSL Green Steel Recycling in September, 2023 underscores the industrys commitment to enhancing production capabilities and reducing carbon footprints.

• Sustainability Challenges: While the steel industry is poised for growth, it faces challenges related to environmental sustainability. The Global Energy Monitor has raised concerns that the increasing reliance on coal-powered steelmaking could hinder Indias net-zero emission goals. Addressing these concerns will be crucial for aligning industry growth with environmental objectives.

• Market Dynamics: The industry also faces challenges from rising imports of cheap steel, which have affected domestic producers market share and reduced capacity utilization rates. This trend raises concerns about the competitiveness of Indian steel manufacturers.

Impact of the Latest Budget

In the2024-25 budget, the Indian government allocated significant funds for various sectors, including the steel industry. The Finance Minister announced $24 billion for job initiatives over the next five years and $32 billion for rural development in the current year. While these measures are not specifically targeted at the steel sector, they are expected to stimulate economic growth and infrastructure development, indirectly benefiting steel demand.

Additionally, the steel ministrys request for Rs 150 billion to incentivize low-carbon steel production highlights the strategic focus on sustainability within the industry. This initiative aligns with Indias broader environmental goals.

Government Initiatives for Steel Growth and Sustainability

• Production Linked Incentive (PLI) Scheme 2.0: The government is developing PLI 2.0 to further enhance steel production capabilities. This initiative aims to promote the use of scrap steel and the adoption of advanced technologies, including artificial intelligence, to boost output and reduce carbon emissions. The scheme is expected to contribute to achieving Indias target of increasing steel manufacturing capacity to 300 million metric tons by 2030.

• Investment in Sustainable Steel Production: The Ministry of Steel has requested Rs 150 billion from the federal budget to incentivize low-carbon steel production. This funding will support the adoption of green technologies and practices, aligning with Indias environmental goals.

• Addressing Import Concerns: The government is considering measures to curb the surge in steel imports, particularly from countries like China and Vietnam, which have impacted domestic producers. The Indian Steel Association has raised concerns about the dumping of steel products and is advocating for strong actions to protect the domestic market.

• Raw Material Supply and Technological Advancements: Efforts are being made to ensure a steady supply of raw materials for the steel sector. The government is also promoting the use of scrap steel and encouraging the adoption of new technologies to improve production efficiency and sustainability.

These initiatives underscore the governments commitment to supporting the steel industrys growth, sustainability, and competitiveness in the global market. In conclusion, Indias steel industry is on track for significant growth from 2025 to 2030, driven by government initiatives, capacity expansion, and favourable market conditions. However, addressing sustainability challenges and market dynamics will be essential to ensure that growth is both robust and environmentally responsible.

Business Development

The Company is a cornerstone of John Cockerill Industrys global metals strategy, seamlessly integrating into its product and growth roadmap. As an ISO 9001:2015 and ISO 45001:2018 certified engineering company and a global center of excellence for cold rolling mill complexes, we lead the world in reversible cold rolling mill technology. Our expertise spans processing lines, rolling mills, thermal and chemical treatment processes, and auxiliary steel treatment equipment.

Strategically positioned in India, we serve as a crucial hub for expanding John Cockerill Industrys presence in South-East Asia. Our geographic advantage, combined with dedicated business development resources across key regional markets, enables us to actively support investment projects worldwide — whether through standalone proposals or collaborations with other John Cockerill Group entities.

Beyond our role in engineering, sourcing, and manufacturing, we play a vital part in bringing John Cockerill Industrys latest innovations to market. As breakthrough technologies from the Groups R&D pipeline reach maturity, we drive their adoption in India and beyond. These include revolutionary advancements in metals coating and decarbonization of thermal processes in steel production, setting new industry standards for sustainability and efficiency.

John Cockerill Industry, our global parent entity, is at the forefront of technological innovation in steel and non-ferrous industries. With expertise in designing, supplying, and modernizing cold rolling mills, processing lines, and surface treatment installations, it provides cutting-edge solutions that enhance production efficiency and sustainability.

By combining global expertise with localized excellence, the Company is uniquely positioned to drive innovation, expand market reach, and enhance service and automation capabilities. Our role in supporting the Groups advanced technological solutions ensures that we continue to lead in the industry while contributing to a more sustainable future for metals production.

Material changes affecting the Company

As informed in the last Annual Report, for the purpose of consolidating the accounts of the Company with its parent Company outside India, the Company revised the financial year from April - March to January -

December. The financial year of the Company starts from January 1 and ends 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 have 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

In view of the loss for the year under review and the need to conserve resources during the difficult times, the Directors have, with regret, decided not to recommend any dividend for the year ended December 31, 2024. The Company has not transferred any amount to General Reserve.

The Board of Directors, at its meeting held on February 20, 2025, has approved a Dividend Distribution Policy. The Dividend Distribution Policy is available on the website of the Company at https://johncockerillindia. com/investors/dividend-distribution-policy/

GROUP ACTIVITIES

John Cockerill SA, the Holding Company is part of the John Cockerill Group having a presence in sectors like Energy, Defense, 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 extend help to the customers in value creation.

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

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

During the year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company is Rs 1,000 lakhs divided into 80,00,000 equity shares of Rs 10/- each and 2,00,000 Preference Shares of Rs 100/- each.

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

The details of the share capital as on December 31, 2024 is provided below :

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

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

CERTIFICATION / RE-CERTIFICATION

Both the plants of the Company have undergone Surveillance Audits and were certified for ISO 45001:2018 (Occupational Health & Safety Management System) and re-certified for ISO 9001:2015 (Quality Management System).

The Senior Management reviews the Occupational Health & Safety Management System performance periodically. Focus on new initiatives involving all stakeholders, coupled with management reviews, has helped the Company to demonstrate further steps towards excellence in Occupational Health & Safety Management System.

DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with the Rules made thereunder at the end of the year or the previous financial years / period. The Company did not accept any deposit during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes in the composition of the Board of Directors ("Board") and Key Managerial Personnel of the Company during the year under review are as under :

As informed during the last year Annual Report, Mr. N. Sundararajan (DIN : 00051040) completed his two consecutive terms of 5 (five) years and hence retired as a Non-Executive Independent Director of the Company, effective from the close of working hours of March 31, 2024.

The appointment of Ms. Anupama Vaidya (DIN : 02713517) and Ms. Anjali Gupte (DIN 00104884) as Independent Directors on the Board of the Company for their first term of 5 (five) consecutive years with effect from April 1, 2024 was approved by the members at the last Annual General Meeting ("AGM") held on May 14, 2024. The Board is of the opinion that Ms. Anupama Vaidya and Ms. Anjali Gupte possesses the requisite expertise, integrity, experience and proficiency required to fulfil their duties as Independent Directors.

Mr. Nandkumar Dhekne (DIN : 02189370) completed his first term of 5 (five) consecutive years as a Non-Executive Independent Director of the Company on February 6, 2025. The members of the Company approved the re-appointment of Mr. Nandkumar Dhekne for the second term of 5 (five) consecutive years till February 6, 2030 by way of a special resolution at the last AGM held on May 14, 2024.

The Board at its meeting held on May 13, 2024 noted the resignation of Mr. Sebastien Roussel (DIN : 09663609) as Non-Executive NonIndependent Director (designated as Chairman) of the Company on account of his change in employment in a joint venture of John Cockerill, with effect from the close of working hours of May 14, 2024.

The Board at its meeting held on May 13, 2024, on the basis of the recommendation of the Nomination and Remuneration Committee ("NRC") appointed Mr. Francois-David Martino (DIN : 10593380) as a Non-Executive Non-Independent Director with the designation as Chairman of the Company, liable to retire by rotation, with effect from May 15, 2024 subject to the approval of the members. The members of the Company through Postal Ballot approved the appointment of Mr. Francois-David Martino as a Director of the Company.

Mr. Yves Honhon (DIN : 02268831), Non-Executive Non-Independent Director of the Company resigned as a Director of the Company coinciding with his retirement as Director & Group CFO at John Cockerill SA, Holding Company effective from the close of working hours of August 31, 2024. The Board at its meeting held on July 31, 2024, on the recommendation of NRC, appointed Mr. Frederic Lemaitre (DIN : 10475793) as an Non-Executive Non-Independent Director subject to approval of the members with effect from September 1, 2024. The appointment of Mr. Frederic Lemaitre was approved by the members of the Company through Postal Ballot.

During the year under review, Ms. Roma Balwani (DIN : 00112756) completed her second term of 5 (five) consecutive years and hence retired as an Independent Director of the Company with effect from October 28, 2024. Ms. Balwani was initially appointed as a Director on the Board of the Company on October 28, 2014 and subsequently re-appointed for her second term commencing from October 28. 2019.

The Board at its meeting held on November 29, 2024 noted the resignation of Mr. Praveen Kadle (DIN : 00016814), Independent Director of the Company with effect from the close of working hours of November 30, 2024. The Board, on the recommendation of the NRC, appointed Mr. Anand Sen (DIN : 00237914) as an Additional Director designated as an Independent Director of the Company with effect from December 1, 2024. The term of his appointment as an Independent Director will be for a period of 5 (five) consecutive years. The appointment of Mr. Anand Sen was approved by the members of the Company by special resolution through Postal Ballot. Mr. Anand Sen possesses requisite expertise, integrity, experience and proficiency. In terms of the provisions of the Companies (Accounts) Rules, 2014, the Board opines that Mr. Anand Sen holds highest standard of integrity and possesses necessary expertise and experience.

Mr. Francois-David Martino, Mr. Frederic Lemaitre and Mr. Anand Sen are not debarred from holding the office of Director on account of any order of SEBI or any other such authority. The Company has received requisite notices from a member in writing proposing their appointment as Directors of the Company.

The Board places on record its deep appreciation of the invaluable services rendered by Mr. N. Sundararajan, Mr. Sebastien Roussel, Mr. Yves Honhon, Ms. Roma Balwani and Mr. Praveen Kadle during their tenure as Directors of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Francois-David Martino (DIN : 10593380), 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.

Changes in Key Management Personnel

Mr. Kiran Rahate, Chief Financial Officer resigned from the services of the Company with effect from the close of working hours of September 30, 2024. The Board places on record its appreciation for the services rendered by Mr. Kiran Rahate during his association with the Company.

The Board at its meeting held on July 31, 2024, on the recommendation of the Audit Committee and NRC has approved the appointment of Mr. Marc Dumont as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from October 1, 2024.

Except as stated above, there were no other changes in the Directors and Key Managerial Personnel of the Company during the year under review.

As at the end of the year, the following are Key Managerial Personnel of the Company as per the provisions of the Act :

• Mr. Michael Kotas	Managing Director
• Mr. Marc Dumont	Chief Financial Officer
• Mr. Haresh Vala	Company Secretary

Detailed description of 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.

Declaration from Independent Directors

The Company has received the declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations").

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess necessary expertise and experience required to fulfill their duties as Independent Directors. Further, the Independent Directors of the Company have confirmed that they have registered themselves with the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Independent Directors Meeting

As per the provisions of Schedule IV to the Act, the Independent Directors of the Company held a separate meeting on July 30, 2024 without the presence of the Chairman, Managing Director, other NonIndependent Directors or any other managerial personnel.

Board Evaluation

The Board of the Company is highly committed to ensuring transparency in assessing the performance of Directors. Pursuant to the provisions of the Act and the Listing Regulations, the annual evaluation of the performance of the Board, its Committees and the Directors and the governance process that support the Boards work was conducted. The results of the evaluation showed a high level of commitment and engagement of Board, its Committees and senior leadership. The evaluation and its process have been explained in the Corporate Governance Report, which forms an integral part of this Report.

The Chairman held an individual direct meeting with each Independent Director 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, interpersonal relationship, engagement in discussion and decision-making 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.

Familiarisation Programme

The members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its management and its operations. 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.

Remuneration Policy

The Company has in place a Remuneration Policy which provides for a whole gamut of compensation philosophy for rewarding and retaining talent. 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

Pursuant to 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 them consistently and made judgements 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 year and of the Statement of Profit and Loss and Cash Flow of the Company for the year 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 are operating effectively; and

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

MEETINGS OF THE BOARD

A calendar of meetings is prepared and circulated in advance to the Directors.

During the year under review, the Board met 5 (five) times with at least one meeting every calendar quarter. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and Listing Regulations. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms an integral part of this Report.

COMMITTEES OF THE BOARD

The Board has constituted the following Committees in order to effectively deliberate its duties under the Act and Listing Regulations :

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

Details of the Committees in respect of its composition, terms of reference, meetings held during the year under review and the attendance of each member are furnished in the Corporate Governance Report.

AUDITORS

Statutory Auditors

S R B C & Co. LLP, Chartered Accountants (ICAI Registration No. 324982E / E300003) ("SRBC") were re-appointed as the Statutory Auditors of the Company by the members at the 37th AGM for a second term of 5 (five) consecutive years from the conclusion of the said AGM until the conclusion of the 42nd AGM to be held in the year 2028.

The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark or disclaimer. During the year under review, the Statutory 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

Pursuant to the provisions 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, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 000294) as the Cost Auditors of the Company for the financial year ending December 31, 2025 and have recommended their remuneration to the members for ratification at the ensuing AGM. Accordingly, a resolution seeking members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing AGM.

The Cost Auditor has furnished the eligibility certificate along with his consent to such appointment in terms of the relevant provisions of the Act read with the Rules framed thereunder. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the Company.

During the year 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

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. VKM & Associates, Practising Company Secretary, a Peer Reviewed Company Secretary firm, was appointed as the Secretarial Auditor for the year ended December 31, 2024. The Secretarial Audit Report in Form MR-3 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 year under review, the Secretarial Auditor 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 year ended December 31, 2024 covering all applicable compliances as per applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of the Listing Regulations. The Secretarial Compliance Report duly issued by M/s. VKM & Associates has been annexed as Annexure 2 to this Report.

In line with the recent amendments to Listing Regulations, the Board recommended the appointment of M/s. VKM & Associates, a Peer Reviewed Company Secretary Firm in practice, as the Secretarial Auditor of the Company for the first term of 5 (five) consecutive years starting with the financial year ending December 31,2025 until the financial year ending on December 31, 2030. Accordingly, a resolution seeking the approval of the members for the appointment of the Secretarial Auditor for the first term forms part of the Notice of the ensuing AGM.

The Board has approved the services that the Secretarial Auditor will be able to provide to the Company in line with the requirements of the Listing Regulations.

Internal Audit

Before the beginning of each year, an audit plan is rolled out with the approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the report of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India.

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 year ended December 31, 2024.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year 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

At John Cockerill, the commitment 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. Based on the UN Sustainable Development Goals and the Companys core competencies, the Company has defined 3 (three) strategic focus areas for its CSR activities : Education, Health and Environment. To achieve sustainable impact on the communities, the Company partners with external stakeholders to implement the projects on the ground.

The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the policy form 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.

The details of the CSR and ESG Committee are provided in the Corporate Governance Report which forms an integral part of this Report.

During the year under review, the Company was required to spend Rs 7.34 lakhs on CSR activities in terms of the provisions of the Act read with the CSR Rules. However, as a good corporate citizen, the Company spent Rs 15.19 lakhs, more than the 2% of its statutory CSR obligations, in view of the Companys commitment to the community. The excess amount spent of Rs 7.85 lakhs shall be available for set-off as per Section 135(5) of the Act.

During the year under review, the Company continued its commitment to preserve the planet for citizens of the future through Environment, Social and Governance ("ESG") activities which include tree plantation. Beyond the core CSR focus areas, employee volunteering is an important part of giving back and enabling others to rise. Employee volunteering initiatives encompass varied activities such as blood donation drives, tree plantation and diverse community engagement activities.

The Chief Financial Officer of the Company has certified to the Board that the funds disbursed for CSR activities during the year were utilized for that purpose and in the manner approved by the Board of the Company.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2)(f) of the Listing Regulations read with relevant SEBI Circulars, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. As an organization, we understand the importance of aligning with the countrys strategy for decarbonization. The Board has strengthened its oversight on ESG matters, ensuring it remain up to date with evolving regulatory frameworks. The Company is committed to enhance transparency and accountability. For the year ended December 31, 2024, the Company has opted to publish BRSR voluntarily. This report will be uploaded on our website soon.

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 providing all its employees with 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 both 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 the second proviso to Section 136(1) of the Act and the 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 / herself 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 prioritising 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.

Policy on Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace. The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended ("POSH") and the Rules framed thereunder. The Company has constituted Internal Complaints Committee ("ICC") under POSH to redress the complaints received regarding sexual harassment. The ICC comprises of internal members, and an external member who has extensive relevant experience in this field.

The ICC also works extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training on POSH to sensitise themselves and strengthen their awareness.

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 year ended December 31, 2024 :

a. Number of complaints of sexual harassment received / filed during the year	Nil
b. Number of complaints disposed of during the year	Nil
c. Number of complaints pending for more than ninety days	Nil
d. Number of complaints pending as on end of the year	Nil
e. Number of workshops or awareness programs carried out	Through SPOT online -E Learning Module & Two Physical Sessions
f. Nature of action taken by the employer or District officer	Nil

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

RISK MANAGEMENT

The Company has a well defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defence cover of the Companys risk management. The Company has a robust organisational structure for managing and reporting on risks.

The Company has constituted a Risk Management Committee which is authorised to monitor, report and mitigate various risks faced. The outcome of this process is reported to the Audit Committee and the Board of Directors.

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 Vigil Mechanism as envisaged in the Act and the Listing Regulations is implemented through the Companys Whistle Blower Policy. The Whistle Blower Policy of the Company is available on the Companys website at https://johncockerillindia.com/investors/whistleblower-policy/

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee. No person is denied access to the Chairperson of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders.

The Company, during the year under review, conducted a series of communication to the employees through its Townhall with an aim to create awareness for Whistle Blower Policy amongst them.

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.

TRANSACTIONS WITH RELATED PARTIES

The Company has in place a robust process for approval of related party transactions and dealing with Related Parties.

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Related Party Transactions ("RPT Policy"). In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board of Directors, at its meeting held on February 20, 2025, has amended the RPT Policy of the Company. The RPT Policy can be accessed on the Companys website at https://johncockerillindia.com/investors/ rpt-policy-as-per-lodr/ 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.

The material related party transactions approved by the members of the Company are also reviewed / monitored on quarterly basis by the Audit Committee of the Company as per the provisions of the Act and Listing Regulations.

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 year ended December 31, 2024 is provided in Annexure 5 and forms an integral part of this Report.

Pursuant to the provisions of Regulation 23 of the Listing Regulations, the Company has filed half yearly reports to the Stock Exchange for the related party transactions.

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 year and previous period 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.

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 year ended December 31, 2024, 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

The Company is committed to maintaining highest standards of corporate governance practices. The Company remains dedicated to transparency in all its transactions and places significant importance on business ethics. A report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of this Annual Report.

GREEN INITIATIVES

During the year 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, a copy 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 is placed on the website of the Company at https://johncockerillindia.com/investors/agm-2025/

OTHER DISCLOSURES

Situation of New Corporate Office of the Company

With effect from September 1, 2024, the Company has shifted to new Corporate Office at Unit No. 1902, 19th Floor, Aurum Q2 IT Parc, Plot No. Gen-4/1, TTC Industrial Area, Thane-Belapur Road, Navi Mumbai - 400 710. The intimation of the situation of new Corporate Office was filed with the Stock Exchange.

Maintaining of Books of Accounts

Pursuant to the provisions of Section 128 of the Act, read with Rules made thereunder, the Board, at its meeting held on October 28, 2024, approved maintaining of Books of Accounts of the Company at the new Corporate Office of the Company i.e. at location other than the Registered Office of the Company. Accordingly, the Books of Accounts of the Company are kept and maintained at Unit No. 1902, 19th Floor, Aurum Q2 IT Parc, TTC Industrial Area, Thane Belapur Road, Navi Mumbai - 400 710 with effect from October 28, 2024.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to thank John Cockerill SA, the parent Company, customers, members, suppliers, bankers, business partners, associates and the Central and State Governments for their consistent support and co-operation to the Company.

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 performance would not have been possible. The Directors look forward to the long-term future with confidence.

	For and on behalf of the Board
	Francois-David Martino
Mumbai	Chairman
February 20, 2025	DIN : 10593380