Dear Members,

Your Directors present the Fortieth 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, 2025.

• TATA - CAL is under PG completion.

• TATA - CGL 1 commissioning has been completed and the project is currently under PG.

• TATA - CGL 2 commissioning is completed in February 2026.

• AMNS - CGL 3 commissioning has been completed and is under PG.

• AMNS - CGAL erection has been completed and the project is currently under commissioning.

• JSOL - ARP 1 was commissioned in January 2025, and FAC was completed in February 2025.

• JSOL - ARP 2 commissioning has been successfully completed in February 2026.

• JSOL - CGL 2 is under commissioning.

• Jindal India - CCL 3 is under erection.

• BRS - CCL has achieved FAC.

Overall, execution momentum remains strong across all projects. With multiple commissioning milestones achieved and several projects entering or completing the Performance Guarantee phase, the portfolio continues to progress in line with committed timelines. We remain focused on disciplined execution to ensure timely delivery and successful closure of all ongoing projects.

Global Steel Industry

The global steel industry in 2025 operated under sustained pressure arising from subdued demand conditions, structural overcapacity, and volatile trade dynamics. Global crude steel production witnessed a decline during the year, reflecting weakness in construction and manufacturing activity across several major economies.

China, the world's largest steel producer, continued to significantly influence global market conditions. During 2025, China's crude steel production declined to approximately 960 million tonnes, driven primarily by prolonged stress in the real estate sector and moderated infrastructure investments. However, Chinese steel exports increased materially during the year, intensifying competitive pressures in international markets and exerting downward pressure on global prices.

Performance across other regions remained uneven. Europe continued to experience contraction due to high energy costs and weak industrial demand. North America demonstrated relative resilience supported by infrastructure spending and automotive demand. Emerging markets, particularly India and select ASEAN and Middle Eastern countries, continued to contribute incremental demand growth.

Overall, global steel demand remained broadly flat during 2025, with modest recovery anticipated from 2026 onwards.

The industry operated in a complex macroeconomic environment characterised by elevated global interest rates, energy price volatility, geopolitical tensions, and increasing trade fragmentation. Higher borrowing costs impacted capital-intensive sectors such as construction and infrastructure, directly affecting steel consumption patterns.

Trade measures, including safeguard duties and anti-dumping actions in multiple jurisdictions, continued to reshape global trade flows. In parallel, regulatory emphasis on decarbonisation and sustainability accelerated, increasing compliance requirements while shaping longterm investment decisions.

The transition toward low-carbon steelmaking continued to gain momentum globally. Steel producers sustained investments in electric arc furnaces (EAF), hydrogen-based direct reduced iron (DRI) processes, carbon capture technologies, and digital solutions to enhance energy efficiency and reduce emissions.

While near-term returns remain constrained due to challenging market conditions, decarbonisation is increasingly recognised as a structural imperative for long-term competitiveness and regulatory alignment.

Against a subdued global backdrop, India remained the strongest growth driver in the global steel landscape in 2025.

India retained its position as the world's second-largest crude steel producer. Domestic finished steel consumption continued to expand, supported by:

• Infrastructure investments

• Urbanisation

• Manufacturing expansion

• Renewable energy and industrial corridors

Crude steel capacity crossed 200 million tonnes in FY25, with a target of 300 million tonnes by 2030 under the National Steel Policy.

Steel demand in India grew approximately 8% in 2024-2025, making it the fastest-growing major steel market globally.

1. Infrastructure Push:

Sustained public capital expenditure in transport, railways, defence corridors, renewables, and urban development continues to anchor demand.

2. Manufacturing and PLI Support:

Production-linked incentive schemes and Make-in-India initiatives are strengthening downstream steel-intensive sectors.

3. Green Steel Policy Support:

The Ministry of Steel has proposed financial incentives to promote low-carbon steel production, encouraging EAF adoption, scrap utilisation, and hydrogen integration.

4. Capacity Expansion:

Large brownfield and greenfield expansions are underway across Odisha, Chhattisgarh, and other steel clusters.

India's steel demand is projected to grow in the mid- to high-single digits through 2026, supported by GDP growth estimates in the 6.3%-7.2% range.

Despite a challenging global business environment, the Company demonstrated resilience during the year, supported by its Value Services portfolio comprising revamps, spares, and services, which delivered encouraging results.

The Company secured significant orders during the year, including projects from:

• JSW JFE Electrical Steel Nashik Private Limited

• Tata Steel Limited

• Godawari Power & Ispat Limited

• ArcelorMittal Nippon Steel India

• Jindal Steel Odisha Limited

These projects encompass detailed engineering, equipment supply, erection, and commissioning.

Operational milestones were achieved at key customer sites, including successful commissioning activities and first coil production at major galvanizing lines, reinforcing the Company's execution strength and technical capabilities.

The Company continues to focus on:

• Brownfield optimisation over speculative greenfield risk

• High-margin value services

• Decarbonisation technologies

• Automation and digital solutions

• Lifecycle partnership models

This balanced approach strengthens resilience while positioning the Company to benefit from the structural transformation of the steel industry.

Looking ahead to 2026, India is expected to remain one of the strongest contributors to global steel demand growth, supported by continued infrastructure investment and manufacturing expansion. Domestic steel demand is projected to grow in the mid- to high-single digits.

However, global overcapacity, export pressures from surplus regions, raw material price volatility, currency fluctuations, and tightening environmental regulations may continue to influence industry dynamics.

The Company remains focused on disciplined capital allocation, operational efficiency, digitalisation, lifecycle service offerings, and decarbonisation technologies to strengthen competitiveness and enhance long-term value creation.

During the year under review, the Board of Directors, at its meeting held on November 04, 2025, approved the proposal to acquire 100% of the equity share capital of John Cockerill Metals International SA, Belgium, from its parent company, John Cockerill SA, and to enter into a Share Purchase Agreement to consummate the said transaction ("Project Vulcain”). Pursuant to the Board approval, the Share Purchase Agreement got executed on December 19, 2025.

The said acquisition was subject to the approval of the shareholders of the Company, which was subsequently obtained through a postal ballot concluded on December 20, 2025.

Accordingly, John Cockerill Metals International SA, Belgium became a wholly owned subsidiary of the Company with effect from January 1, 2026 ("Project Vulcain”).

The objective of the aforesaid acquisition is to consolidate and strengthen the metal business operations of the John Cockerill Group within the Company. This strategic integration is expected to enhance the Group's metals portfolio, drive operational synergies, improve efficiencies, and unlock significant long-term growth opportunities.

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

The Board of Directors at its meeting held on February 26, 2026, has recommended a final dividend of INR 7.00/- per equity share i.e. 70% for the FY ended December 31, 2025, subject to the approval of shareholders at the ensuing 40th Annual General Meeting of the Company.

The Company has complied with the dividend distribution policy of the Company the copy of which is available on the website of the Company at https://iohncockerillindia.com/investors/dividend-distribution-policy/

John Cockerill SA, the Holding Company is part of the John Cockerill Group having a presence in sectors like Energy Defense, Industry Environment, Hydrogen, 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 longterm 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.

During the year under review, 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.

Further, John Cockerill Metal International SA, Belgium has become Wholly Owned Subsidiary of the Company w.e.f. January 1,2026.

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.iohncockerillindia.com

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 ' 10,00,00,000 (Indian Rupees Ten Crores) 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 Share capital structure of the Company during the year under review.

The details of the share capital as on December 31, 2025 is provided below:

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.

During the financial year under review, no amount was transferred to the General Reserve.

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.

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 year. The Company did not accept any deposit during the year under review.

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:

• The Board at its meeting held on July 29, 2025, basis on recommendation of the Nomination and Remuneration Committee (“NRC”, appointed Mr. Frederic Martin (DIN: 11210964) as a Managing Director of the Company, not liable to retire by rotation, with effect from August 01, 2025 subject to the approval of the members.

• The Members of the Company through Postal Ballot approved the appointment of Mr. Frederic Martin as a Managing Director and Key Managerial Personnel of the Company

• Mr. Michael Kotas (DIN: 10053364), Managing Director and Key Managerial Personnel of the Company resigned as a Director of the Company as a result of changes in the Group and transition into a new role within the John Cockerill Group with effective from the closure of working hours of July 31, 2025.

• In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Frederic Emile Lemaitre (DIN: 10475793), Non-Executive 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.

Mr. Haresh Vala, Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company resigned from the his position, effective from the closure of working hours on September 30, 2025.

The Board at its meeting held on December 19, 2025, basis on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Ms. Nidhi Narayan Salampuria as a Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company, with effect from December 19, 2025.

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:

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 Annual Report.

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.

The details of Separate meeting of Independent Directors including details of Committee of Independent Directors are given separately in the Corporate Governance Report which forms a part of this Annual Report.

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 Board's 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.

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 Company's website at www.iohncockerillindia.com and also referred to in detail in the Corporate Governance Report.

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.iohncockerillindia.com

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.

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

During the year under review, the Board met 6 (Six) 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.

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.

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 37^th AGM for a second term of 5 (five) consecutive years from the conclusion of the said AGM until the conclusion of the 42^nd 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.

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 31,2026 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 of the Company.

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 arm's 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.

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors ("Board”), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. VKM & Associates, Practicing Company Secretary, a Peer Reviewed Company Secretary firm was appointed as the Secretarial Auditor of the Company by the members at the 39th AGM for a term of 5 (five) consecutive years starting with the financial year ending December 31, 2025 until the financial year ending on December 31,2030.

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 selfexplanatory 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, 2025 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.

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

Before the beginning of each year, an audit plan is rolled out with the approval of the Company's 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.

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

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, 2025.

As per the provisions of the Act and the Rules framed thereunder, the dividend which remains unclaimed / unpaid for a period of 7 (seven) years from the date of its transfer to unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (“IEPF”) of the Central Government. Shareholders are advised to claim the un-encashed dividend lying in the unpaid dividend account of the Company before the due date.

The details of the transfer of Shares and Unpaid/ Unclaimed Dividend transferred to IEPF are given separately in the Corporate Governance Report which forms a part of this Annual Report.

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.

At John Cockerill, the commitment of the Company's 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 Company's core competencies, the Company has defined 3 (three) strategic focus areas for its CSR activities i.e. 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 Company's 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 Board's 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.iohncockerillindia.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 incur an amount of ' 16.77 lakhs towards CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The Company had an excess CSR expenditure of ' 8.62 lakhs from previous financial years available for setoff, as permitted under Section 135(5) of the Act. After adjusting this excess amount, the Net CSR obligation of the Company for the Financial year December 31, 2025 stood at ' 8.15 lakhs.

During the Year under review, the Company incurred expenditure of ' 8.81 lakhs towards CSR obligations and accordingly the excess amount of ' 0.66 lakhs spent during the financial year is available for set-off against the CSR obligations of subsequent financial years, in accordance with the provisions of the Act and applicable CSR Rules.

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.

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, the Company recognizes the importance of aligning its operations with the country's decarbonization and sustainability objectives. Accordingly, the Board has strengthened its oversight on Environmental, Social and Governance (ESG) matters and continues to ensure that it remains apprised of evolving regulatory requirements and best practices.

The Company is committed to enhance transparency and accountability in its sustainability disclosures. Accordingly, For the year ended December 31, 2025, the Company has voluntarily opted to publish BRSR. This report will be uploaded on our website in due course.

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.

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.

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, 2025 :

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

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 Company's 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.

The Company's 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.

The Vigil Mechanism as envisaged in the Act and the Listing Regulations is implemented through the Company's Whistle Blower Policy. The Whistle Blower Policy of the Company is available on the Company's website at https://iohncockerillindia.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.

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.

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 Company's Policy on Related Party Transactions and on dealing with Related Party Transactions (“RPT Policy”).

In accordance with the various amendments to SEBI Listing Regulations, the Board of Directors, at its meeting held on September 29, 2025 and February 26, 2026, has amended the RPT Policy of the Company. The Amended Policy on Related Party Transactions, can be accessed on the Company's website at https://iohncockerillindia.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 arm's 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, 2025 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(Belgium) 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 Company's interests.

The approval of the members of the Company is sought in terms of the Listing Regulations, for certain related party transactions considered material in nature and the details of which are provided in the notice of Annual General Meeting.

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.

During the period under review, 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.

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, 2025, 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.

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 Annual 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 Report.

During the year under review, the Company has continued the usage of "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.

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.iohncockerillindia.com.

During the period under review, The Company has complied with the provisions of Maternity Benefit Act 1961. However, there were no cases of Maternity during the period under review.

The Board of Directors have at its meeting held on July 29, 2025 approved shifting the registered office of the Company to Unit No. 1902, 19th Floor, Aurum Q2 IT Park, TTC Industrial Area, Thane-Belapur Road, Navi Mumbai - 400710, Maharashtra, India from Mehta House, Plot No. 64, Road No.13, MIDC Industrial Area, Marol, Andheri (East), Mumbai - 400093, Maharashtra, India, The Members approved the said change through postal ballot conducted and approved on September 10, 2025.

The Board of Directors takes this opportunity to thank John Cockerill SA, the parent Company customers, members, suppliers, bankers, business partners, associates, various stakeholders 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.