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.
FINANCIAL PERFORMANCE
|
|
(Rs. in lakhs) |
| Particulars |
For the year ended December 31, 2025 |
For the year ended December 31, 2024 |
Total Income |
36,662.65 |
39,360.41 |
| Profit before depreciation and amortisation
expense, finance costs and tax expense |
2,053.79 |
108.91 |
| Less : |
|
|
| Depreciation and amortisation expense |
615.07 |
597.15 |
| Finance costs |
303.28 |
228.31 |
Profit / (Loss) before Tax |
1,135.44 |
(716.55) |
| Less : Tax expense: |
|
|
| Current tax |
135.60 |
208.21 |
| Deferred tax |
(31.55) |
(386.55) |
Profit / (Loss) for the year / period |
1,031.39 |
(538.21) |
| Other comprehensive income / (loss) for the
year / period, net of tax |
(132.19) |
(140.19) |
| Total comprehensive income / (loss) for the
year / period |
899.20 |
(678.40) |
HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE
OF COMPANY?S AFFAIRS
Project Status Overview:
• 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 Outlook
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.
Economic and Geopolitical Environment
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.
Sustainability and Technological Transition
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.
Indian Steel Industry
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.
Key Growth Drivers
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.
Business Development
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.
Strategic Positioning
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.
Outlook
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.
MATERIAL DEVELOPMENTS AND KEY CHANGES AFFECTING
THE COMPANY
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
DIVIDEND
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/
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, 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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
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
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 '
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:
Particulars |
Rs. in lakhs |
| Authorised Share Capital |
1,000.00 |
| Paid up Equity Share Capital |
493.78 |
| Listed Equity 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.
TRANSFER TO RESERVE
During the financial year under review, no amount was transferred to
the General Reserve.
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 year. 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:
• 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.
Changes in Key Management Personnel
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:
| • Mr. Frederic Martin |
Managing Director |
| • Mr. Marc Dumont |
Chief Financial Officer |
| • Ms. Nidhi Narayan Salampuria |
Company Secretary & |
|
Compliance Officer |
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.
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
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.
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 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.
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 Company's website
at www.iohncockerillindia.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.iohncockerillindia.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 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.
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 31,2026
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.
Secretarial Auditor
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.
Internal Audit
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.
SECRETARIAL STANDARDS
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.
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, 2025.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
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.
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 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.
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, 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.
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, 2025 :
| 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 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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
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.
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 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
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.
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, 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.
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
Annual 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 Report.
GREEN INITIATIVES
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.
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.iohncockerillindia.com.
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961
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.
OTHER DISCLOSURES
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
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.
ACKNOWLEDGEMENT
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.
|
For and on behalf of the Board |
|
Francols-Davld Martino |
| Mumbai |
Chairman |
| February 26, 2026 |
DIN : 10593380 |
|