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Company Information

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JINDAL SAW LTD.

29 May 2026 | 12:00

Industry >> Steel - Tubes/Pipes

Select Another Company

ISIN No INE324A01032 BSE Code / NSE Code 500378 / JINDALSAW Book Value (Rs.) 192.77 Face Value 1.00
Bookclosure 22/05/2026 52Week High 260 EPS 15.22 P/E 16.23
Market Cap. 15801.61 Cr. 52Week Low 153 P/BV / Div Yield (%) 1.28 / 0.81 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the 41st Annual Report (Integrated) on the business and operations of the Company and the
audited financial statements for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS

The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial
performance for the year under review (standalone and consolidated) alongwith previous year's figures are given hereunder -

Financial Year ended

Particulars

Standalone

Consolidated

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Revenue from Operations

14,62,013.40

17,93,615.91

17,89,516.52

20,82,889.48

Profit before finance cost, depreciation,
exceptional items and tax

1,83,456.15

3,45,576.60

2,30,642.25

3,54,820.32

Less:

Finance costs

47,015.47

48,835.03

61,955.93

62,345.34

Depreciation and amortization expense

49,444.09

47,949.10

63,049.11

60,205.97

Profit before tax

86,996.59

2,48,792.47

1,05,637.21

2,32,269.01

Share of profit/(loss) of joint venture

-

-

1,933.31

2,627.49

Tax expense

8,598.02

61,345.55

15,037.95

89,091.73

Profit after tax

78,398.57

1,87,446.92

92,532.57

1,45,804.77

Other Comprehensive Income

(371.69)

(647.30)

12,889.46

1,166.74

Total Comprehensive Income for the year

Earning per Equity share (face value of ' 1/- each)

78,026.88

1,86,799.62

1,05,422.03

1,46,971.51

(i) Basic (?)

12.30

29.44

15.27

27.31

(ii) Diluted (?)

12.27

29.35

15.23

27.22

2. REVIEW OF OPERATIONS

The financial year 2025-26 has registered decrease in
production and sales volumes as compared to previous
financial year. The total pipe production (including pig iron)
during 2025-26 was ~ 14,90,398 MT (including ~ 1,21,648 MT
pipes produced on job work) as compared to ~ 17,04,013 MT
(including ~ 80,512 MT pipes produced on job work) during
2024-25. The annual pellet production during 2025-26 was
14.60 lakhs MT as compared to 16.50 lakhs MT during 2024¬
25. During financial year 2025-26, the Company has sold
(including pig iron) ~ 13,75,935 MT (including ~ 75,083 MT pipes
on job work) as compared to 16,97,577 MT (including ~ 77,466
MT pipes on job work) during 2024-25.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the
Company during the financial year ended 31st March, 2026.

4. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year to which the
financial statements relate and the date of this Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under
Regulation 34 of SEBI Listing Regulations forming part of
this report has been given under separate section.

6. DIVIDEND

The Board has, subject to the approval of Members at the
ensuing annual general meeting, recommended a dividend
@ ' 2/- per equity share of face value of Re. 1/- per equity
share (i.e. 200%) for the year ended March 31, 2026.

7. DIVIDEND DISTRIBUTION POLICY

Your Company has a Dividend Distribution Policy, in
compliance with the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations).
The Policy is available on the Company's website: https://
jindalsaw.com/docs/Dividend-Distribution-Policy.pdf.
In terms of the Policy, shareholders of the Company may
expect dividend if the Company has surplus funds after
taking into consideration relevant internal and external
factors enumerated in the Policy for declaration of dividend.

8. TRANSFER TO RESERVES

Since the requirement to do transfer from Current Year
Profits to Reserves have been dispensed off by the Ministry
of Corporate Affairs (''MCA''), no amount was transferred to
any reserve during the financial year.

9. SHARE CAPITAL

The paid-up and subscribed equity share capital of the
Company as on 31st March 2026 stands at ' 63,95,18,734/,
divided into 63,95,14,734 equity shares of Re. 1/- each.
The paid-up equity share capital also includes ' 4,000/-
comprising 8,000 equity shares of Re. 1/- each, which are
partly paid and have been forfeited by the Company.

Further, during the year under review, the Board of Directors,
at its meeting held on 9th June, 2025, pursuant to a request
received from the shareholders of 8% Non Cumulative,
Non Convertible Redeemable Preference Shares (RPS),
approved the redemption of 17,09,821 (RPS), representing
50% of the outstanding RPS. Accordingly, the paid up and
subscribed preference share capital of the Company as
on 31st March 2026, stands at ' 17,09,81,700 divided into
17,09,817 RPS of ' 100/- each.

Apart from the above, there was no other change in the
share capital of the Company during the year. The equity
shares of the Company are listed on BSE Limited and
National Stock Exchange of India Limited.

10. NON-CONVERTIBLE DEBENTURES

As on 31st March, 2026, the Non-Convertible Debentures
(NCDs) of the Company stand at
' 500 Crores dividend into
5000 NCDs of ' 10,00,000/- each. The NCDs of the Company
are listed on the debt segment of National Stock Exchange
of India Limited.

11. PUBLIC DEPOSITS

The Company has not accepted any deposits from the
public during the year under review within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

Further, no amount of principal or interest on deposits was
outstanding as on 31st March 2026.

12. EMPLOYEES SHARE BENEFIT SCHEMES

The Company has the following schemes with an objective of
enabling the Company to attract and retain talented human
resources by offering them the opportunity to acquire a
continuing equity interest in the Company, which will reflect
their efforts in building the growth and the profitability of
the Company

i. Jindal Saw Limited Stock Appreciation Rights' Scheme,
2018 (the "SAR Scheme 2018”)

ii. Jindal Saw Limited General Employee Benefit Scheme,
2018 (the "GEB Scheme 2018”)

iii. Jindal Saw Limited Retirement Benefit Scheme, 2018
(the "RB Scheme 2018”)

A Trust was formed to implement and administer the above
scheme and is administered by Axis Trustee Services
Limited as trustee. The above schemes involves acquisition
of shares from the secondary market. The trustee had
brought 21,00,328 equity shares of the Company under
SAR Scheme 2018. Out of the total of shares held by Trust,
The Nomination and Remuneration Committee granted
18,06,328 SAR and 3,04,430 SAR backed by equal number of
shares held by trust during the FY 2021-22 and FY 2023-24,
respectively.

The applicable disclosures as stipulated under the SEBI
(Share Based Employee Benefits) Regulations, 2021 ("SBEB
Regulations”), pertaining to the year ended 31st March, 2026,
is available on the Company's website at https://jindalsaw.
com/investor-relations/compliances/.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on 31st March 2026, the Company has 7 direct subsidiaries,
14 indirect subsidiaries and 3 associate companies.
The Board of Directors periodically reviews the affairs,
performance and financial position of the subsidiaries.

During the year under review, the Company, through one
of its subsidiaries, incorporated two subsidiaries namely
Jindal Saw And Buhur Altavision Co. in the Kingdom of Saudi
Arabia (KSA) and Jindal Seamless Pipe Manufacturing LLC in
the United Arab Emirates (UAE). Further, the Company also
acquired 26.52% equity shareholding in AMPIN C&I Power
Nineteen Private Limited through a subsidiary.

Accordingly, Jindal Saw and Buhur Altavision Co. and Jindal
Seamless Pipe Manufacturing LLC became subsidiaries
of the Company, while AMPIN C&I Power Nineteen Private
Limited became an associate of the Company.

Further, during the period under review Jindal MMG, LLC,
ceases to be the Joint Venture of the Company.

In accordance with the provisions of Companies Act, 2013,
the consolidated financial statements of the Company and
its subsidiaries are prepared and form part of this Annual
Report. Further, a statement containing the salient features
of the financial statements of the Company's subsidiaries,
associates and joint ventures in Form AOC-1, as required
under Section 129(3) of the Companies Act, 2013, forms
part of the Annual Report. The statement provides details
of the performance and financial position of each of the
Subsidiaries, Associates and Joint Ventures.

Pursuant to the provisions of Section 136 of the Companies
Act, 2013, the audited standalone and consolidated
financial statements of the Company, together with the
audited financial statements of each of its subsidiaries, are
available on the Company's website at www.jindalsaw.com.
These documents will also be available for inspection by the
Members during business hours at the Registered Office of
the Company up to the date of the Annual General Meeting.

The policy for determining material subsidiaries may be
accessed on the Company's website at the link: https://
jindalsaw.com/docs/POLICY-FOR-DETERMINING-
MATERIAL-SUBSIDIARIES-10-2020.pdf.

14. CONSOLIDATED FINANCIAL STATEMENT

Audited annual consolidated financial statements forming
part of the annual report have been prepared in accordance
with Companies Act, 2013, Indian Accounting Standards
(Ind AS) 110- 'Consolidated Financial Statements' and
Indian Accounting Standards (Ind AS) 28 - Investments in
Associates and Joint Ventures', notified under Section
133 of Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, 2015 and as amended from
time to time.

15. AUDITORS & THEIR REPORT
STATUTORY AUDITORS

The Members of the Company had appointed Price
Waterhouse Chartered Accountants LLP as Statutory
Auditors of the Company for a term of 5 (five) consecutive
years to conduct the audit from FY 2021-22 to FY 2026¬
27. The Price Waterhouse Chartered Accountant LLP have
confirmed that they are not disqualified from continuing as
Auditors of the Company.

Auditors' remarks in their report read with the notes to
accounts referred to by them are self-explanatory. There
have been no fraud reported by the Statutory Auditors of
the Company.

SECRETARIAL AUDITORS

As per the provisions of Regulation 24A of SEBI Listing
Regulations, the members in their 40th Annual General
Meeting held on 12th June, 2025 appointed M/s. S. K. Gupta
& Co., Company Secretaries, as Secretarial Auditors, to
conduct Secretarial Audit of the Company for 5 consecutive
financial year effective from the financial year 2025-26.

The Secretarial Audit Report for the financial year ended
31st March, 2026 by the M/s S. K. Gupta & Co., Company
Secretaries, is annexed herewith marked as Annexure 2 to
this Report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY AUDITORS
i. Auditors' Report:

There have been no fraud, qualification, reservation or
adverse remark reported by the Statutory Auditors of
the Company.

ii. Secretarial Auditor's Report:

There is no qualification, reservation or adverse remark
reported by the Secretarial Auditors in their Report.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read
with rules made thereunder, the Board, has re-appointed
M/s. R. J. Goel & Co., Cost Accountants (Registration No.
000026), to audit the Cost Accounts of the Company for
the year ending 31st March, 2027. Their remuneration is
proposed to be ratified by Members at the ensuing annual
general meeting.

The Cost Audit Report and other documents for the year
ended 31st March 2025 were submitted with the Central
Government by filing Form CRA-4 vide SRN AB5973716 dated
12th August, 2025.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the
Companies Act, 2013 with respect to Directors' Responsibility
Statement, it is hereby confirmed by the Board of Directors:

a. that in the preparation of the annual accounts for
the financial year ended 31st March, 2026, the Indian
Accounting Standards (Ind AS) have been followed
along with proper explanation relating to material
departures;

b. that they had selected such accounting policies and
applied them consistently and made judgments and
estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of
the profit of the Company for the year ended on that
period.

c. that they had taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. that they had prepared the accounts for the financial
year ended 31st March, 2026 on a 'going concern' basis.

e. that they had 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. that they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises an
appropriate mix of Executive and Non-Executive Directors,
including Women Directors, possessing rich experience
and expertise across diverse fields such as corporate
finance, strategic management, accounts, legal, marketing,
brand building, social initiatives, general management and
strategy. Except for the Independent Directors, all other
Directors are liable to retire by rotation in accordance with
the provisions of the Companies Act, 2013.

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Ms.
Shraddha Prithvi Rj, Joint Managing Director (DIN: 00016940)
and Shri Neeraj Kumar, Director (DIN: 01776688), retire by
rotation at the ensuing Annual General Meeting and, being
eligible, offer themselves for re-appointment.

The Board of Directors, based on the recommendation of the
Nomination and Remuneration Committee, has appointed
Shri Ashutosh Karnatak (DIN- 03267102) as an Additional
Director in the category of Independent Director of the
Company with effect from 27th April, 2026. In accordance
with the provisions of Section 161 of the Companies Act,
2013, he shall hold office up to the date of the ensuing
Annual General Meeting. The Board has recommended his
appointment as an Independent Director of the Company
for a period of five consecutive years, constituting his first
term, with effect from 27th April, 2026.

Further, Shri Prithavi Raj Jindal, Non-Executive Director
of the Company, will be attaining the age of 75 years
during the FY 2026-27. In terms of Regulation 17(1A) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, continuation of a Non-Executive
Director who has attained the age of 75 years requires the

approval of the shareholders by way of a Special Resolution.
Accordingly, based on the recommendation of Nomination
and Remuneration Committee, the Board of Directors of
your Company proposes, the necessary resolution seeking
approval of the Members for continuation of Shri Prithavi Raj
Jindal as a Director of the Company at the ensuing Annual
General Meeting.

Further, in terms of Section 134(3Xq) of the Companies Act,
2013 read with Rule 8(5) of the Companies (Accounts) Rules,
2014, Abhiram Tayal (DIN: 00081453), who had completed
his 2nd term of five consecutive years as an Independent
Director on 9th July 2025, ceased to be an Independent
Director of the Company upon completion of his tenure.

Due to internal restructuring, Shri Neeraj Kumar step down
from the position of Group CEO and Whole-time Director
from 31st July, 2025 and continued to be associated with the
Company as Non-Executive Director of the Company w.e.f.
01st August, 2025.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Committee selects the
candidates to be appointed as the Director on the basis of
the requirement and enhancing the competencies of the
Board.

The current policy is to have a balance of Executive, Non¬
Executive and Independent Directors to maintain the
independence of the Board and to separate the functions
of governance and management. The composition of
Board of Directors during the year ended 31st March, 2026
is in conformity with Regulation 17 of the SEBI Listing
Regulations, 2015 read with Section 149 of the Companies
Act, 2013.

The Company has policy, namely Nomination and
Remuneration Policy, to govern directors' appointment,
including criteria for determining qualifications, positive
attributes, independence of a director, remuneration to the
directors and other matters, as required under sub-section
(3) of Section 178 of the Companies Act, 2013.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from
all the Independent Directors confirming that they meet

the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

19. STATEMENT REGARDING INTEGRITY, EXPERTISE AND
EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors
possess a clear sense of values and integrity and have the
requisite expertise, experience and proficiency in their
respective fields.

All the Independent Directors of the Company are registered
with the Data Bank maintained by the Indian Institute of
Corporate Affairs. In terms of the provisions of Section 150 of
the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
the Independent Directors of the Company are exempt
from undertaking the online proficiency self-assessment
test conducted by the Indian Institute of Corporate Affairs,
except those who were required to undertake such test
and have successfully passed the online proficiency self¬
assessment test within the prescribed time

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
evaluation of its own performance, the performance of its
Committees and that of Individual Directors.

The performance evaluation of the Independent Directors
was carried out by the entire Board, excluding the Director
being evaluated. The performance evaluation of the
Chairperson and Non-Independent Directors was carried
out by the Independent Directors at their separate meeting.
The evaluation process considered various aspects
including the composition of the Board, experience and
competencies of Directors, governance practices and the
contribution of Directors towards the strategic direction
and effective functioning of the Company.

In accordance with the provisions of Section 178(1) of the
Companies Act, 2013 and the SEBI Listing Regulations, the
Company has adopted a Policy for Performance Evaluation
of Independent Directors, the Board, its Committees

and other Directors, which also lays down the criteria for
evaluation of Executive and Non-Executive Directors. Based
on the said Policy, the Board carried out the evaluation of
its performance, the performance of its Committees and
individual Directors. The details of the evaluation process
have been provided in the Report on Corporate Governance,
forming part of this Annual Report. The Policy is available
on the Company's website and may be accessed at: https://
jindalsaw.com/docs/POLICY-REMUNERATION-PO
UCY-OF-
JINDAL-SAW.pdf

Further, the Company has put in place a Familiarisation
Programme for Independent Directors to familiarise them
with their roles, rights and responsibilities in the Company,
the nature of the industry in which the Company operates,
the business model of the Company and related matters. The

details of such familiarisation programmes are available on
the Company's website at: https://jindalsaw.com/investor-
relations/compliances/?tax=compliances&term=familiarisa

tion-programme-for-independent-directors.

21. CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of corporate governance and adherence to
the corporate governance requirement set out by SEBI
Listing Regulations. The report on Corporate Governance
as stipulated under the SEBI Listing Regulations forms
an integral part of this Report. The requisite certificate
from the Secretarial Auditors of the Company confirming
compliance with the conditions of corporate governance is
attached with the report on Corporate Governance.

22. CREDIT RATING

The credit ratings obtained by the Company during the year under review are as under:

Date of Rating

Credit Rating Agency

Instrument/Type of Rating

Rating

Remarks

23rd May 2025

CARE Ratings Limited

a) Commercial Paper ' 400 Crores

CARE A1 (A one Plus)

Reaffirmed

01st July 2025

CARE Ratings Limited

a) Long Term Bank Facilities '
1980.83 Crores

b) Non-Convertible Debentures '
500 Crores

CARE AA (Outlook: Stable)

Reaffirmed

01st July 2025

CARE Ratings Limited

a) Commercial Paper ' 400 Crores

b) Short Term Bank Facilities ' 9000
Crores

CARE A1 (A one Plus)

Reaffirmed

01st July 2025

CARE Ratings Limited

a) Issuer Rating

CARE AA (Outlook: Stable)

Reaffirmed

22nd Sep 2025

CARE Ratings Limited

a) Commercial Paper ' 400 Crores

CARE A1 (A one Plus)

Reaffirmed

09th October 2025

Brickwork Ratings
India Pvt Ltd

a) Non-Convertible Debentures of '
500 Crores

BWR AA (Stable)

Reaffirmed

23. CONTRACTS AND ARRANGEMENT WITH RELATED
PARTIES

Regulation 23(4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 provides that
all material related party transactions ("Material RPTs”) shall
require prior approval of the shareholders of the Company
by way of a resolution. The determination of a Material RPT
is based on the scale-based thresholds prescribed under
Schedule XII of the said Regulations, which are linked to the
annual consolidated turnover of the Company. Accordingly,

any related party transaction, whether entered into
individually or taken together with previous transactions
during a financial year, exceeding the applicable threshold
shall be treated as a Material RPT and shall require prior
shareholder approval, irrespective of whether such
transaction is in the ordinary course of business or at arm's
length basis. During the year under review, the Company has
entered into material related party transactions with JSW
Steel Limited and Jindal Steel Limited.

All Related Party Transactions entered into during the
financial year were in the ordinary course of business and on
an arm's length basis. Accordingly, the disclosure of Related
Party Transactions in Form AOC-2 in terms of Section
188 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is not applicable.

All Related Party Transactions are placed before the
Audit Committee for its prior approval in compliance with
Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and a statement of all
such transactions is also submitted to the Audit Committee
on a quarterly basis for its review.

The related party transaction policy of the company can
be accessed on the Company's website at the link: https://
jindalsaw.com/docs/Policy-on-RPTs_Jindal-Saw-Ltd-
final-2026.pdf.

The details of transactions with related parties as required
under Indian Accounting Standard (Ind AS) 24 are provided
in the Notes to the Financial Statements forming part of this
Annual Report.

24. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The objective 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. The Company has formulated a CSR Policy
which provides guidelines for undertaking CSR activities.
The salient features of the Policy form part of the Annual
Report on CSR Activities annexed to this Board's Report.
The CSR Policy is available on the Company's website at:
https://jindalsaw.com/docs/CSR-Policy-2021.pdf.

The key philosophy of all CSR initiatives of the Company is
driven by its core value of inclusion. Pursuant to the CSR
Policy, various CSR initiatives were approved by the CSR
Committee, which were undertaken by the Company during
the year.

During the financial year 2025-26, the Company's CSR
obligation was ' 3,426.89 lakh. After considering the buffer
of excess amount of ' 118.48 lakh available for set-off from
the previous financial year, the net CSR liability for FY 2025¬
26 stood at ' 3,308.40 lakh. During the year, the Company
spent ' 3,338.63 lakh on CSR activities. which resulted into
an amount of ' 30.23 lakh excess spent on above activities.

Out of current year's expenditure, ' 2,022.20 Lakh related to
ongoing CSR projects, which was deposited in the separate
bank account. The expenditure related to ongoing projects
will be incurred over the next three financial years in
accordance with the provisions of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

Further, as per the provisions of Section 135 of Companies
Act, 2013 read with Rule 7 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors in
their meeting held on 27th April, 2026 approved the excess
spent amount of ' 30.23 Lakh spent of CSR activities during
FY 2025-26 to be set off against the requirement of amount
to be spent under Section 135(5) of the Companies Act,
2013 for a period of immediately three succeeding financial
years.

A report on CSR activities is annexed herewith as Annexure 1.

25. RISK MANAGEMENT

The Company has a Risk Management Committee which has
been entrusted with the responsibility to assist the Board
in (a) overseeing and approving the Company's enterprise
wide risk management framework; and (b) identifying and
assessing that all the risks that the organization faces such
as strategic, financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other risks
and to ensure that there is an adequate risk management
infrastructure in place capable of addressing those risks.
The Risk Management Policy was reviewed and approved by
the Committee.

The Company manages, monitors and reports on the
principal risks and uncertainties that can impact its
ability to achieve its strategic objectives. The Company's
management systems, organisational structures,
processes, standards, code of conduct and behaviours
together form the Management System that governs
how the Company conducts the business and manages
associated risks.

26. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND
THEIR ADEQUACY

The Company has adequate Internal Financial Controls with
reference to financial statements, commensurate with the
size, scale and complexity of its operations. The Company

has established a robust internal control framework to
ensure orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records and
timely preparation of reliable financial information.

The Internal Audit function periodically evaluates the
adequacy and effectiveness of internal controls and
compliance with the policies and procedures of the
Company. The Audit Committee regularly reviews the
internal audit findings and the adequacy of internal control
systems.

For more details, refer to the "Internal Control and Internal
Audit System and Their Adequacy” section in Management
Discussions and Analysis Report, which forms part of this
Annual Report.

27. COST RECORD

The Cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act,
2013, are prepared, maintained and the same are audited by
the Cost Auditor.

28. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards, namely SS-1 (Meetings of the Board of Directors),
SS-2 (General Meetings), SS-3 (Dividend) and SS-4 (Report of
the Board of Directors), issued by the Institute of Company
Secretaries of India.

29. DISCLOSURE
MEETINGS OF THE BOARD

During the year under review, the Board of Director of the
Company met 5 (Five) times on 2nd May, 2025, 9th June,

2025, 5th August, 2025, 17th October, 2025, and 16th January,

2026. The composition of Board of Directors during the
year ended March 31, 2026 is in conformity with Regulation
17 of the SEBI Listing Regulations read with Section 149 of
the Companies Act, 2013. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of
the Company met once on 1st May, 2025. For further details,

please refer Report on Corporate Governance attached to
this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2026 the Audit Committee comprised of
4 Independent Directors as its Members. The Chairperson
of the Committee is an Independent Director. The Members
possess adequate knowledge of accounts, audit, finance,
etc. The composition of the Audit Committee is in conformity
with requirements as per the Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI Listing Regulations.

During the year ended 31st March, 2026, the Committee
met 6 (Six) times on 8th April, 2025, 2nd May, 2025, 9th June,

2025, 5th August, 2025, 17th October, 2025, and 16th January,

2026. For further details, please refer Report on Corporate
Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2026, the Nomination and Remuneration
Committee comprised of 3 Independent Directors. The
Chairperson of the Committee is an Independent Director.
The Composition of the Nomination and Remuneration
Committee is in conformity with requirements of section
178 the Companies Act, 2013 and SEBI Listing Regulations.

During the year ended 31st March, 2026 the Committee met
twice on 1st May, 2025 and 5th August, 2025. For further
details, please refer Report on Corporate Governance
attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March 2026, the Stakeholders Relationship
Committee comprised of 3 Independent Director and 1
Executive Director. The Chairperson of the Committee is an
Independent Director. The Composition of the Stakeholders
Relationship Committee is in conformity with the
requirements of the Companies Act, 2013 and SEBI Listing
Regulations.

During the year ended 31st March, 2026 the Committee met
once on 4th February, 2026. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR
COMMITTEE)

As on 31st March, 2026, the CSR Committee comprised
of 3 Independent Directors and 1 Executive Director. The
Chairperson of the Committee is an Independent Director.
The Composition of the CSR Committee is in conformity
with requirements of the Companies Act, 2013.

During the year ended 31st March, 2026 the Committee met
twice on 4th February, 2026 and 23rd March, 2026. For further
details, please refer Report on Corporate Governance
attached to this Annual Report.

RISK MANAGEMENT COMMITTEE

As on 31st March, 2026, the Risk Management Committee
comprised of 2 Independent Directors, 1 Executive
Director and 2 non board members. The Chairperson of
the Committee is Independent Director. The Composition
of the Risk Management Committee is in conformity with
requirements of the SEBI Listing Regulations.

During the year ended 31st March, 2026 the Committee met
twice on 8th October, 2025 and 23rd March, 2026. For further
details, please refer Report on Corporate Governance
attached to this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also
incorporates a Whistle Blower Policy in terms section 177(9)
of Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations. As per the said Policy the protected
disclosures can be made by a whistle blower through an
e-mail, or a letter to the Compliance Officer or Managing
Director or to the Chairperson of the Audit Committee.

No complaint was received during the year nor was pending
at the end of the year.

The Policy on vigil mechanism and whistle blower may be
accessed on the Company's website at the link: https://
jindalsaw.com/docs/Vigil-mechanism-Policy-new.pdf

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans given, guarantees provided and
investments made during the financial year under review,
as covered under the provisions of Section 186 of the

Companies Act, 2013, are disclosed in the notes to the
standalone financial statements, forming part of this Annual
Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY,
ETC.

Information pursuant to the provision of Section 134 of
Companies Act, 2013 read with the rule 8 of Companies
(Accounts) Rules, 2014 regarding conservation of energy,
technology absorption and foreign exchange earnings and
outgo are given is annexed hereto as Annexure 3.

ANNUAL RETURN

As per the provisions of section 134 (3) (a) the Annual
Return of the Company for the Financial Year 2025-26 may
be accessed under investor relation tab on the Company's
website at the link https://jindalsaw.com/investor-
relations/financial-reporting/?tax=financial&term=annual-
return#reports
.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read
with rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set
out in the said Rules are provided as Annexure 4.

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided as Annexure
5.

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

As per Regulation 34(f) of SEBI Listing Regulations, the
Annual Report shall contain business responsibility and
sustainability report (BRSR) describing the initiatives taken
by the Company from environmental, social and governance
perspective. Having regard to the green initiative, the BRSR
is made available on the Company's website at https://
jindalsaw.com/investor-relations/compliances/?tax=comp
liances&term=business-responsibility-and-sustainability-
report.

THE DETAILS OF APPLICATION MADE /PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

The Company has not made any application during the year
and no proceeding is pending under Insolvency & Bankruptcy
Code, 2016 (IBC).

THE DETAILS OF ONE TIME SETTLEMENT/VALUATION
WITH BANK OR FINANCIAL INSTITUTION

No one-time settlement/valuation was done while taking
loan from the Bank or Financial Institution.

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a safe, inclusive and
supportive work environment for all employees, including
women employees. The Company complies with the
provisions of the Maternity Benefit Act, 1961 and the rules
framed thereunder, as amended from time to time.

Further, in accordance with the provisions of the said Act,
the Company provides maternity leave and other related
benefits to its eligible women employees. The Company also
ensures that the rights and benefits of women employees
during maternity are protected, and that appropriate
facilities and support are provided in compliance with the
applicable statutory requirements.

30. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE

During the financial year there was no such significant
material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's
operations in future.

Further, no application made or any proceedings were
pending against the Company under Insolvency and
Bankruptcy Code, 2016 during the year under review.

31. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of sexual
harassment of women at workplace and also complied with

provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Company as an equal employment opportunity provides
and is committed to creating a healthy working environment
that enables employees to work without fear of prejudice,
gender bias and sexual harassment. The Company also
believes that all employees of the Company have the right to
be treated with dignity. Sexual harassment at the work place
or other than work place, if involving employees, is a grave
offence and is, therefore, punishable.

Number of complaints received and resolved in relation to
Sexual Harassment of Women at Workplace (Prevention,
Protection, and Redressal) Act, 2013: during the year under
review and their breakup is as under:

a) No. of Complaints filed during the year: NIL

b) No. of Complaints disposed of during the year: NIL

c) No. of Complaints pending at end of year: NIL

32. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to
concerned Departments of Central / State Governments,
Financial Institutions & Bankers, Customers and Vendors
for their continued assistance and co-operation. The
Directors also wish to place on record their deep sense of
appreciation for the committed services of the employees
at all levels. They are also grateful for the confidence and
faith that you have reposed in the Company as its member.

For and on behalf of the Board

Place : New Delhi Prithavi Raj Jindal

Date : 27th April, 2026 Chairperson