JOHN COCKERILL INDIA LIMITED — Proxy Solicitation & Information Statement 2022

Aug 9, 2022

Ref. : JCIL/BSE/2022-23 Date : August 9, 2022

To The Secretary, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Dear Sir,

Scrip Code: 500147

Ref: Postal Ballot Notice - Information under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is in furtherance to our letter dated August 2, 2022, informing the Stock Exchange about the decision of the Board of Directors of the Company for appointment of Mr. Sebastien Roussel (DIN : 09663609) as an Additional Director (Non-Executive and Non-Independent) on the Board of the Company. We enclose herewith a copy of the Postal Ballot Notice dated August 2, 2022, along with the Statement pursuant to Section 102 of the Companies Act, 2013, seeking approval of the members of the Company for appointment of Mr. Sebastien Roussel by way of an Ordinary Resolution, through Postal Ballot.

In compliance with the General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021 and No. 3/2022 dated May 5, 2022, issued by the Ministry of Corporate Affairs, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, August 5, 2022 ("cut-off date"). Accordingly, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e-voting facility to its Members. The remote e-voting period commences from 9.00 a.m. (IST) on Friday, August 12, 2022 and ends at 5.00 p.m. (IST) on Monday, September 12, 2022. The e-voting module shall be disabled by

John Cockerill India Limited

Regd. Office: Mehta House - 64, Road No • 13 • MIDC, Andheri East • Mumbai -400 093 • India • Tel.: +91 22 (0) 6676 2727 Workshop: A-84, 2/3 MIDC • Taloja Ind. Area • Dist. Raigad 410 208 • Tel.:+91 22 (0) 6673 1500 Workshop: Village Hedavali • Tal. Sudhagadh • Dist. Raigad 410 205

www.johncockerillindia.com • CIN: L99999MH1986PLC039921

NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the cut-off date. Communication of assent or dissent of the Members would on take place through the remote e-voting system. The instructions for remote e-voting is provided in the Postal Ballot Notice.

Members whose e-mail address is not registered with the Company / Depositories, to receive the Postal Ballot Notice, may register their e-mail address with the Company's Registrar and Share Transfer Agent, Bigshare Services Private Limited, on or before 5.00 p.m. (IST) on Friday, August 26, 2022. The process for registration of e-mail address is provided in the Postal Ballot Notice.

The Postal Ballot Notice is also being made available on the website of the Company at www.johncockerillindia.com and on the website of NSDL at www.evoting.nsdl.com.

This disclosure is being given pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Please take the above on record.

Thanking you,

Yours faithfully, For John Cockerill India Limited

Haresh Vala Company Secretary

Encl: as above

John Cockerill India Limited

Regd. Office: Mehta House - 64, Road No • 13 • MIDC, Andheri East • Mumbai -400 093 • India • Tel.: +91 22 (0) 6676 2727 Workshop: A-84, 2/3 MIDC • Taloja Ind. Area • Dist. Raigad 410 208 • Tel.:+91 22 (0) 6673 1500 Workshop: Village Hedavali • Tal. Sudhagadh • Dist. Raigad 410 205

www.johncockerillindia.com • CIN: L99999MH1986PLC039921

johncockerill.com

JOHN COCKERILL INDIA LIMITED

CIN.: L99999MH1986PLC039921 Registered Office: Mehta House, Plot No. 64, Road No. 13, MIDC, Andheri (East), Mumbai 400093 Tel.: 022-66762727 |Fax: 022-66762737-38 Email: investors@johncockerillindia.com | Website: www.johncockerillindia.com

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") (including any statutory modification(s), reenactment(s), clarification(s) or substitution(s) thereof for the time being in force), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ("SS-2") and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 8, 2021 and Circular No. 3/2022 dated May 5, 2022 (collectively referred to as "MCA Circulars") and subject to other applicable laws and regulations, that the Resolution as set out in the Notice is proposed for consideration by members of the Company for passing an Ordinary Resolution by means of Postal Ballot by way of voting through electronic means ('remote e-voting').

Pursuant to the provisions of Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolution setting out the material facts to enable the members to understand the meaning, scope, rationale and implications of the item of business and to take decision thereon, is annexed to this Postal Ballot Notice for your consideration and forms part of this Postal Ballot Notice ("Notice").

In view of the ongoing COVID-19 pandemic, MCA in terms of the requirements specified in the MCA Circulars permitted the Companies to take all decisions requiring members' approval, by way of postal ballot through remote e-voting mechanism in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of the members at a common venue. MCA has clarified that the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis for Companies that are required to provide e-voting facility under the Act while they are transacting any business(es) only by Postal Ballot up to December 31, 2022.

The Company is sending this Notice in electronic form, to those members whose e-mail addresses are registered with the Company / Depository Participants and whose names appear on the Register of Members / List of Beneficial Owners as received from the Depository Participants as on Friday, August 5, 2022 ("cut-off date"). Hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place only through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108, 110 and other applicable provisions of the Act read with the relevant Rules, MCA Circulars and SS-2, the Company is providing remote e-voting facility to its members to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide the remote e-voting facility to its members. The instructions for remote e-voting are appended to this Postal Ballot Notice and is also available on the website of the Company – www.johncockerillindia.com

The Board of Directors of the Company ("the Board"), in compliance with Rule 22(5) of the Rules, has appointed Mr. Vijay Kumar Mishra (CP No. 4279) of M/s. VKM & Associates, Practising Company Secretaries as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

VOTING STARTS ON	VOTING ENDS ON
Friday, August 12, 2022 at 9.00 a.m. (IST)	Monday, September 12, 2022 at 5.00 p.m. (IST)

The e-voting module shall be disabled by NSDL for voting after the voting ends. Members are requested to peruse the proposed Resolution along with the Explanatory Statement and thereafter record their assent or dissent by means of remote e-voting facility provided by the Company not later than 5.00 p.m. (IST) on September 12, 2022, failing which it will be strictly considered that no reply has been received from the members.

The Resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot :

SPECIAL BUSINESS

1. Appointment of Mr. Sebastien Roussel (DIN : 09663609) as a Non-Executive Director of the Company

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder (including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof, for the time being in force) and as recommended by the Nomination and Remuneration Committee, Mr. Sebastien Roussel (DIN 09663609), who was appointed as an Additional Director of the Company effective from August 4, 2022, pursuant to the provisions of Section 161 of the Act and in respect of whom the Company has received a notice in writing from a member proposing his candidature as a Director, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT any one of the Directors of the Company or the Company Secretary of the Company be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution including communicating to the Stock Exchange and other authorities concerned and electronically file the necessary e-forms with the Registrar of Companies, Maharashtra, Mumbai."

By Order of the Board of Directors For John Cockerill India Limited

Sd/- Haresh Vala Company Secretary

Mumbai August 2, 2022

Registered Office :

Mehta House, Plot No. 64, Road No. 13 MIDC, Andheri West, Mumbai 400 093 Tel : +91 22 6676 2727 CIN : L9999MH1986PLC039921 E-mail : investors@johncockerillindia.com Website : www.johncockerillindia.com

NOTES

• 1. The relevant Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ("the Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") and the Secretarial Standard on General Meetings ("SS-2"), as amended, setting out all the material facts and reasons for the aforesaid Special Business is annexed hereto and forms part of this Postal Ballot Notice ("Notice").
• 1. Member(s) whose name(s) appear in the Register of Members / List of Beneficial Owners as on Friday, August 5, 2022 ("Cut-off date") will be considered for the purpose of voting in proportion to his / her / their / its shareholding in the paid-up equity share capital of the Company as on the cut-off date.

A person who is not a member as on the cut-off date should treat the Notice for information purpose only. Member(s) cannot exercise his / her votes by proxy on Postal Ballot.

Members are requested to exercise their voting rights through remote e-voting only. No other means is permitted. The Company is not dispatching physical copies of Notice of Postal Ballot to any member. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote again.

1. Members who have not registered their e-mail addresses are requested to register / update their email address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with Bigshare Services Private Limited.

Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated / updated with their Depository Participant(s) / Bigshare Services Private Limited to enable serving of notices / documents / Annual Reports and other communications electronically to their e-mail address in future.

1. This Postal Ballot Notice is uploaded and available electronically at the following links:

Website of the Company	www.johncockerillindia.com
Website of the Stock Exchange where the equity	www.bseindia.com
shares of the Company are listed
Website of e-voting agency	www.evoting.nsdl.com

1. In compliance with the provisions of Section 108, 110 and other applicable provisions of the Act, read with Rule 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, as amended, MCA Circulars read with circular dated December 9, 2020 issued by SEBI on e-voting facility provided by the listed entities, SS-2, members are provided with the facility to cast their votes electronically, through the e-voting services provided by National Securities Depository Limited ("NSDL") on the resolution set forth in this Notice of Postal Ballot, through remote e-voting.

Members are requested to note that the Company is providing facility for remote evoting and the business is to be transacted through electronic voting system only.

The vote in this Postal Ballot cannot be exercised through proxy.

• 1. The remote e-voting shall commence on Friday, August 12, 2022 at 9.00 a.m. (IST) and shall end on Monday, September 12, 2022 at 5.00 p.m. (IST). During this period, members of the Company holding shares in physical or electronic form as on the cut-off date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
• 1. The Board of Directors has appointed Mr. Vijay Kumar Mishra (CP No. 4279) of M/s. VKM & Associates, Practising Company Secretaries as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.
• 1. The Scrutinizer will submit his report to the Chairman or Managing Director, after scrutiny of the votes cast, on the result of the Postal Ballot on or before Wednesday, September 14, 2022. The Scrutinizer's decision on the validity of votes cast will be final.
• 1. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.johncockerillindia.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared by the Chairman or Managing Director and the same shall be communicated to the Stock Exchange where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.
• 1. The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-voting i.e. Monday, September 12, 2022.
• 1. Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to investors@johncockerillindia.com from their registered e-mail address mentioning their names, folio numbers / DP ID and Client ID, between the period from Friday, August 12, 2022 to Monday, September 12, 2022.

12. Process for registration of e-mail addresses :

The process to be followed for one-time registration of e-mail address (for shares held in physical form or in electronic form) is as follows :

To facilitate the members to receive notice, documents, Annual Reports and other communications electronically, the Company has made special arrangements with its Registrar and Share Transfer Agent, Bigshare Services Private Limited for registration of e-mail addresses in terms of the MCA circulars.

• Visit the link :https://www.bigshareonline.com/InvestorRegistration.aspx
• Select the name of the Company from drop-down : John Cockerill India Limited
• Enter details in respective field such as DP ID and Client ID (if shares held in electronic form) / Folio No. (if shares held in physical form), Shareholder name, PAN, mobile number and e-mail id
• System will send One Time Password (OTP) on mobile number and e-mail id
• Enter OTP received on mobile number and e-mail id and after clicking on confirmation, click on Submit

Those members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated / updated with their DPs / RTA to enable servicing of notices / documents / Annual Reports and other communications electronically to their e-mail address in future.

1. Process to cast votes through remote e-voting :

The way to vote electronically on NSDL e-voting system consists of 'Two Steps' which are mentioned below :

Step 1 : Access to NSDL e-voting system

A) Login method for e-voting for individual shareholders holding securities in demat mode

In terms of SEBI Circular dated December 9, 2020 on e-voting facility provided by listed Companies, e-voting process has been enabled to all the individual shareholders holding securities in demat mode, by way of single login credential, through their demat accounts / websites of Depositories / DPs to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider ('ESP') thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail id in their demat accounts in order to access e-voting facility.

Login method for individual shareholders holding securities in demat mode is given below :

Type of	Login Method
shareholders
Individual	1. If you are already registered for NSDL IDeAS facility,
shareholders	please follow the below steps :
holding	a.Visit the e-Services website of NSDL. Open web browser by
securities in	typing the following URL: https://eservices.nsdl.com/
demat mode	either on a personal computer or on a mobile.
with NSDL	b.Once the home page of e-Services is launched, click on the
	"Beneficial Owner" icon under "Login" which is available
	under "IDeAS" section.

	c.A new screen will open. You will have to enter your User IDand Password. After successful authentication, you will beable to see e-Voting services.d.Click on "Access to e-Voting" under e-Voting services andyou will be able to see e-Voting page.e.Click on options available against Company name or eVoting service provider - NSDL and you will be re-directedto NSDL e-Voting website for casting your vote during theremote e-Voting period.f.If you are not registered for IDeAS e-Services, option toregister is available at https://eservices.nsdl.com. Select"RegisterOnlineforIDeAS"portalorclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.Please follow steps given above in points 'a to e'.
	2. e-Voting website of NSDLa.OpenwebbrowserbytypingthefollowingURL:https://www.evoting.nsdl.com/eitheronapersonalcomputer or on a mobile.
	b.Once the home page of e-Voting system is launched, clickontheicon"Login"whichisavailableunder'Shareholder/Member' section.c.A new screen will open. You will have to enter your User ID(i.e. your sixteen digit demat account number held withNSDL), Password/OTP and a Verification Code as shownon the screen.
	d.After successful authentication, you will be redirected toNSDL website wherein you can see e-Voting page. Click onoptions available against Company name or e-Votingservice provider - NSDL and you will be redirected to eVoting website of NSDL for casting your vote during theremote e-Voting period.
	3. Shareholders can also download NSDL Mobile App 'NSDLSpeede' facility for seamless voting experience.
Individualshareholdersholdingsecurities indemat modewith CDSL	1. Existing users who have opted for Easi / Easiest, they canlogin through their User ID and Password. Option will bemade available to reach e-voting page without any furtherauthentication. The URL for users to login to Easi / Easiestarehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com and click on New System Myeasi.

		2. After successful login of Easi/Easiest, the user will also beable to see the e-Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click on NSDL to castyour vote.
		3. If the user is not registered for Easi/Easiest, option toregisterisavailableathttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
		4. Alternatively, the user can directly access e-Voting page byproviding demat Account Number and PAN No. from a linkinwww.cdslindia.comhomepage.Thesystemwillauthenticate the user by sending OTP on registered Mobile& Email as recorded in the demat account. After successfulauthentication, user will be provided links for the respectiveESP i.e. NSDL where the e-Voting is in progress.
Individualshareholders(holding	1.	You can also login using the login credentials of your demataccount through your Depository Participant registeredwith NSDL/CDSL for e-Voting facility.
securities indemat mode)login throughtheir Depository	2.	Once login, you will be able to see e-Voting option. Click one-Voting option, you will be redirected to NSDL / CDSLDepository site after successful authentication, wherein youcan see e-Voting feature.
Participants	3.	Click on Company name or e-Voting service providerNSDL and you will be redirected to e-Voting website ofNSDL for casting your vote during the remote e-Votingperiod.

Important note : Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual	Shareholders	Members facing any technical issue in login can
holding securities in demat		contact NSDL helpdesk by sending a request at
mode with NSDL		evoting@nsdl.co.in or call at toll free no. : 1800 1020
		990 and 1800 22 44 30.
Individual	Shareholders	Members facing any technical issue in login can
holding securities in demat		contact CDSL helpdesk by sending a request at
mode with CDSL		helpdesk.evoting@cdslindia.comorcallat022-
		23058738 or 022-23058542-43.

B) Login method for shareholders other an individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

How to log-in to NSDL e-voting website?

1. Visit the e-voting website of NSDL by opening your web browser and type the following URL : https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

• 1. Once the home page of e-voting system is launched, click on the icon "Login" available under 'Shareholder' / Members' section.
• 1. A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services, i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on 'e-Voting' and proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Mannerofholdingsharesi.e.	User ID
Demat (NSDL or CDSL) or Physical
For members who hold shares in	8 character DP ID followed by 8 digit
demat account with NSDL	Client ID
	For example, if your DP ID is IN300***
	and Client ID is 12****** then your User
	ID is IN30012***.
For members who hold shares in	16 digit Beneficiary ID
demat account with CDSL
	For example, if your Beneficiary ID is
	12************** then your User ID is
	12**************.
Formembersholdingsharesin	EVEN, followed by Folio Number
physical form	registered with the Company.
	For example, if your EVEN is 101456,
	then User ID is 101456001***.

• 1. Password details for shareholders other than individual shareholders are given below :
  • a) If you are already registered for e-voting, then you can use your existing password to log in and cast your vote.
  • b) If you are using NSDL e-voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your e-mail id is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email id. Trace the e-mail sent to you by NSDL from your mailbox. Open the e-mail and open the attachment (it will be a .pdf file). The password to open the file is your 8 digit Client ID for your NSDL account, the last 8 digit of CDSL Client ID or Folio Number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your e-mail id is not registered, please follow the detailed procedure with registration of e-mail id as mentioned in Note No. 12 of this Notice.
• 1. If you are unable to retrieve or have not received your 'initial password' or have forgotten your password :
  • a) Click on the 'Forgot User Details / Password?' (for those holding shares in demat accounts with NSDL or CDSL) option available on www.evoting.nsdl.com
  • b) Click on 'Physical User Reset Password?' (for those holding shares in physical mode) option is also available on www.evoting.nsdl.com
  • c) If you are still unable to get your password following the aforesaid options, you can send a request to evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your registered address.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
• 1. After entering your password, agree to the terms and conditions by checking the box.
• 1. Next, click on the 'Login' button.
• 1. After you click on the 'Login' button, the homepage of e-voting will open.

Step 2 : Cast your vote electronically on NSDL e-voting system

How to cast your vote electronically on NSDL e-voting system?

• 1. After successful login at Step 1, you will be able to see all the Companies 'EVEN' in which you are holding shares and whose voting cycle is in active status.
• 1. Select the 'EVEN' of the Company for which you wish to cast your vote during the remote e-voting period.
• 1. Now you are ready for e-voting as the voting page opens.
• 1. Cast your vote by selecting appropriate options, i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote, and click on 'Submit'. Also click on 'Confirm' when prompted.
• 1. Upon confirmation, the message, 'Vote cast successfully', will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Please remember that you are not allowed to modify your vote once you confirm your vote on a resolution.

General guidelines for shareholders :

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF / JPG format) of the relevant Board Resolution / Authority letter, etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to vkmassociates@yahoo.co.in or investors@johncockerillindia.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the 'Forgot User Details / Password?' or 'Physical User Reset Password?' option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available in the download

section of www.evoting.nsdl.com, or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to evoting@nsdl.co.in or contact Mr. Amit Vishal, Asst. Vice President – NSDL or Mr. Sanjeev Yadav, Asst. Manager – NSDL at evoting@nsdl.co.in or at NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

By Order of the Board of Directors For John Cockerill India Limited

Sd/- Haresh Vala Company Secretary

Mumbai August 2, 2022

Registered Office :

Mehta House, Plot No. 64, Road No. 13 MIDC, Andheri West, Mumbai 400 093 Tel : +91 22 6676 2727 CIN : L9999MH1986PLC039921 E-mail : investors@johncockerillindia.com Website : www.johncockerillindia.com

ANNEXURE TO THE NOTICE

STATEMENT ANNEXED TO THE NOTICE AND SETTING OUT THE MATERIAL FACTS CONCERNING ITEM OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD ON GENERAL MEETINGS.

Item No. 1 Appointment of Mr. Sebastien Roussel (DIN: 09663609) as a Non-Executive Director of the Company

Mr. Joao Felix Da Silva has resigned as the Chairman and Director of the Company from the closing hours of August 3, 2022. The Board of Directors ("Board") at its meeting held on August 2, 2022, based on the recommendation of the Nomination and Remuneration Committee ("NRC") and in terms of Section 161 of the Companies Act, 2013 ("the Act"), appointed Mr. Sebastien Roussel as an Additional Director of the Company effective from August 4, 2022, liable to retire by rotation, subject to the approval of the members of the Company.

Mr. Roussel is eligible for being appointed as a Director. The Company has received a notice from a member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received the following from Mr. Sebastien Roussel :

• i. Consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 ("the Rules"); and
• ii. Intimation in Form DIR-8 in terms of the Rules, to the effect that he is not disqualified under Section 164(2) of the Act.

Mr. Sebastien Roussel is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The profile and specific areas of expertise of Mr. Sebastien Roussel are provided as an Appendix to this Notice.

The Board recommends the resolution set forth at item No. 1 for the approval of the members of the Company by way of an Ordinary Resolution.

None of the Directors / Key Managerial Personnel of the Company and their relatives, except Mr. Sebastien Roussel, to whom the resolution relates, is in any way, concerned or interested, financially or otherwise, in this resolution set out at Item No. 1 of the Postal Ballot Notice.

By Order of the Board of Directors For John Cockerill India Limited

Sd/- Haresh Vala Company Secretary

Mumbai August 2, 2022

Registered Office :

Mehta House, Plot No. 64, Road No. 13 MIDC, Andheri West, Mumbai 400 093 Tel : +91 22 6676 2727 CIN : L9999MH1986PLC039921 E-mail : investors@johncockerillindia.com Website : www.johncockerillindia.com

APPENDIX

Details of Director seeking appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings.

Profile of Mr. Sebastien Roussel

Mr. Sebastien Roussel, aged 43 years, was appointed as an Additional Director by the Board of Directors of the Company at its meeting held on August 2, 2022, effective from August 4, 2022.

Mr. Sebastien Roussel joined the Group nearly 16 years ago and has multi-sector experience. After obtaining his Master's degree as Business Engineer in 2002, Mr. Roussel joined ArcelorMittal as Purchasing Manager. From 2006, he worked for ten years as a Project Manager for Energy Solutions. After an expatriate experience in the United States as CFO at Energy's entity located in Erie, he joined the Industry Sector as Chief Operating Officer (COO) for 3 years. Mr. Roussel then set up the Shared Execution Resources & Methodology (SERM), as Global Head of Operations covering the operational activities generated by the 15 Companies of the John Cockerill Industry Sector and John Cockerill Environment Sector.

His functional responsibilities included Engineering (including Quality Control), Procurement (including Sourcing), Project Management (including Erection & Commissioning, Scheduling, Claim & Contract management), PMO (including IT and QSEI).

Mr. Sebastien Roussel has also been a member of the Extended Comex for 2 years. He also hold a Certificate of Completion in AMA's Advanced Executive Leadership Program delivered by the American Management Association in 2016.

Particulars of experience, attributes or skills that qualify Mr. Roussel for Board membership

Mr. Roussel has extensive experience and exposure to areas such as engineering, procurement, project management and PMO. He has global experience and worked with large corporations at very senior positions. With his exceptional work experience, Mr. Sebastien Roussel is well poised to add significant value and strength to the Board. His senior executive level experience in engineering and project management provides him with an insightful perspective on strategic planning, risk oversight and operational matters that will be valuable to the Board.

Skills and capabilities required for the role and the manner in which Mr. Roussel meets such requirements

The NRC considered the extensive knowledge and experience of Mr. Sebastien Roussel in the area of engineering, procurement, project management and PMO. Mr. Roussel has demonstrated leadership skills in navigating large corporates. Considering the above attributes, NRC is of the view that Mr. Roussel fulfils the criteria of skills and capabilities required on the Board.

Terms and conditions of appointment

Not Applicable.

List of other Directorships of Mr. Roussel (as on August 2, 2022) Indian Companies Nil

Listed entities from which Mr. Roussel has resigned as a Director in past 3 years Nil

Chairman / Member of Committees of the Board of other Companies in which Mr. Roussel is a Director (as on August 2, 2022) None

Details of the Directors proposed to be appointed / re-appointed pursuant to Regulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings (SS 2)

Name of the Director	Mr. Sebastien Roussel
Director Identification Number	09663609
Date of Birth	November 28, 1979
Date of first appointment on the	Effective from August 4, 2022
Board of the Company
Qualifications	Master's degree as Business Engineer.
	Certificate of Completion in AMA's Advanced Executive
	LeadershipProgramdeliveredbytheAmerican
	Management Association.
Experience (including expertise in	Mr. Sebastien Roussel has extensive knowledge and
specificfunctionalarea)/Brief	experience in the area ofengineering, procurement,
Resume	project management and PMO
Shareholding in the Company (as on	Nil
the date of the Notice)
Relationship with other Director /	Not related to any Director / Key Managerial Personnel
Key Managerial Personnel of the
Company
List of Directorships held in other	Nil
Companies (as on August 2, 2022)

Chairman / Member of theCommittees of the Boards of otherCompanies in which he / she is a	None
Director
Terms and conditions of	As per the Resolution No. 1 of the Postal Ballot Notice
appointment / re-appointment	read with the Explanatory Statement thereto.
No. of Board Meetings attended	Not Applicable
during the year (FY 2022-23)
Remuneration last drawn	Nil
(including sitting fees, if any) (FY
2021-22)
Details of remuneration proposed	Nil
to be paid