Your Directors have pleasure in presenting the 46th Directors’ Report on the business and operations of your Company together with the audited statement of accounts for the financial year ended March 31, 2026. The financial year 2025-26 was marked by sustained operational progress and the commissioning of key projects aligned with the Company’s long-term growth and sustainability objectives.
FINANCIAL RESULTS
Your Company’s performance for the financial year ended March 31, 2026 is summarized below:
(? in crore)
|
Sl.
No.
|
Particulars
|
For the financial year ended (Standalone)
|
For the financial year ended (Consolidated)
|
|
1
|
31.03.2026
|
31.03.2025
|
31.03.2026
|
31.03.2025
|
|
I
|
Revenue from operations
|
42,680.22
|
40,181.68
|
42,954.66
|
39,312.21
|
|
II
|
Other income
|
431.93
|
639.18
|
351.48
|
290.85
|
|
III
|
Total income
|
43,112.15
|
40,820.86
|
43,306.14
|
39,603.06
|
|
IV
|
Total expenses
|
39,532.47
|
37,453.23
|
39,022.46
|
36,213.34
|
|
V
|
EBITDA
|
4,322.19
|
3,905.21
|
5,560.43
|
4,666.63
|
|
VI
|
Profit before exceptional items, tax and share of net profit of investments accounted for using equity method
|
3,579.68
|
3,367.63
|
4,283.68
|
3,389.72
|
|
VII
|
Share of profits from associates
|
-
|
-
|
16.73
|
(43.70)
|
|
VIII
|
Profit before exceptional items and tax
|
3,579.68
|
3,367.63
|
4,300.41
|
3,346.02
|
|
IX
|
Exceptional items
|
156.89
|
151.55
|
(58.34)
|
(7.06)
|
|
X
|
Profit after exceptional items but before Tax
|
3,736.57
|
3,519.18
|
4,242.07
|
3,338.96
|
|
XI
|
Tax expense
|
893.62
|
807.99
|
1,057.50
|
839.24
|
|
XII
|
Net Profit for the year
|
2,842.95
|
2,711.19
|
3,184.57
|
2,499.72
|
|
XIII
|
Total other comprehensive income
|
19.60
|
(11.08)
|
102
|
37.46
|
|
XIV
|
Total comprehensive income for the year (comprising profit and other comprehensive income for the year)
|
2,862.55
|
2700.11
|
3,286.57
|
2,537.18
|
KEY DEVELOPMENTS DURING THE YEAR 2025-26:
• Commissioning of Stainless Steel Melt Shop Facility In Indonesia
Pursuant to the Collaboration Agreement entered on May 1, 2024, PT Glory Metal Indonesia (“PT GMI”) was set-up as a joint venture (“JV”) entity for construction and operation of a 1.2 million tonnes per annum (MTPA) stainless steel melt shop in Indonesia.
During the implementation phase of the project, the Company acquired the right to appoint the majority of the directors on the Board of PT GMI to facilitate enhanced governance and oversight over the execution of the project. Accordingly, PT GMI became a step-down subsidiary of the Company with effect from July 1, 2025.
During the year, PT GMI successfully commissioned the stainless steel melt shop facility in Indonesia ahead of
schedule, increasing the Company’s total melting capacity to 4.2 MTPA, including 3.0 MTPA in India. Complementing this expansion, the Company is also progressing towards the commissioning of a 1.1 MTPA Hot Rolled Annealed Pickled (HRAP) line and 0.17 MTPA Cold Rolling capacity at its Jajpur, Odisha facility. Following the commissioning of the project, the governance framework envisaged under the Collaboration Agreement was restored. Accordingly, PT GMI ceased to be a subsidiary and has been classified as an associate of the Company with effect from July 1, 2026. This change is limited to the governance structure of PT GMI and does not affect the Company’s shareholding, economic rights, commercial arrangements or strategic objectives in relation to PT GMI.
The commissioning of the Indonesia facility ahead of schedule, alongside the continued expansion of downstream capabilities, marks a significant milestone in the Company’s integrated approach to growth and reinforces its position on the global stainless steel map.
• Accelerating The Renewable Energy Transition
As part of its long-term sustainability strategy, the Company continued to accelerate the adoption of renewable energy across its operations through multiple green energy initiatives during the year. These included the part commissioning of a wind-solar hybrid renewable energy project, supported by the Company’s strategic investment in the special purpose vehicle established for the project, expansion of captive solar power capacity, execution of renewable power purchase arrangements for its manufacturing facilities and continued progress towards the commissioning of a green hydrogen plant at its Jajpur facility.
These initiatives reflect the Company’s continued focus on reducing its carbon footprint, increasing the share of renewable energy in its energy mix, enhancing energy sustainability and progressing towards its Net Zero carbon emissions target by 2050.
OPERATIONS
Your Company continued to demonstrate resilient operational performance during FY 2025-26, driven by sustained domestic demand, operational excellence and a continued focus on value-added products. During the year, the Company further strengthened its market position through higher dispatches across key business segments, supported by agile Sales & Operations Planning (S&OP), a digitized value chain and an optimal product mix.
The Company recorded strong performance across key end-user segments, including Lift & Elevator, White Goods, Metro, Water Bottles and value-added finishes, reflecting its customercentric approach and ability to respond effectively to evolving market requirements.
The Company’s continued focus on research and development, product innovation, quality enhancement and customized solutions enabled it to further strengthen its competitive position and deliver sustained value to its stakeholders.
The operational highlights of the Company’s manufacturing divisions during the year are summarised below:
• Hisar Division:
The Hisar Division continued to deliver strong operational performance during the year, supported by sustained demand across key domestic end-user industries. The Division recorded healthy growth in dispatches over the previous year, while the Special Product Division achieved its highest-ever dispatches, reflecting a strategic shift towards high-value and niche stainless steel offerings. This milestone underscores the Company’s focus on product innovation, customized solutions and deep customer engagement.
• Jajpur Division:
The Jajpur Division continued its strong operational momentum during the year with improved dispatches and production. The Division also recorded higher ferro alloys production and stable captive power generation, reinforcing its role as the Company’s integrated stainless steel manufacturing hub.
• Vizag Division:
The Vizag Division continued limited operations during the year. Owing to the non-availability of chrome ore from the domestic market, the Division produced Mix Ferro Alloy Metal using raw material sourced from the Company’s Jajpur Plant and recovered High Carbon Ferro Chrome from Ferro Chrome slag. The operations of the Division remained impacted during the year due to the nonavailability of domestic chrome ore, resulting in lower production compared to the previous financial year.
• Mobility Division:
The Mobility Division continued to strengthen its capabilities in manufacturing stainless steel components for metro, suburban and intercity rail coaches. The Division remains focused on delivering high-quality, value-added products through its advanced manufacturing facility at Pathredi, while catering to the evolving requirements of the rail transportation sector.
CERTIFICATIONS AND QUALITY STANDARDS
Your Company is certified for integrated management systems comprising the quality management system (ISO 9001:2015), the Environment management system (ISO 14001:2015), and the occupational health and safety management system (ISO 45001:2018). The Company is also certified for Energy management systems as per ISO 50001:2018, (EN 9100:2018/ AS9100D) Aerospace quality management system and Automotive Quality Management System certification as per IATF 16949:2016.
All the testing laboratories comprising incoming raw materials, steel melt shop, coal testing and mechanical and metallurgical testing of the Company are NABL (National Accreditation Board of Testing and Calibration Laboratory) accredited as per the laboratory management system ISO/IEC 17025:2017. NABL accreditation of the Company’s laboratory has strengthened its overall technical competency. The grant for use of the International Laboratory Accreditation Cooperation Mutual Recognition Arrangement (ILAC-MRA) Mark on test certificates has resulted in becoming a world-class laboratory with worldwide acceptance of its test results.
Your Company is certified as per Construction Product Regulation (CPR) under TUVNORD Systems GmbH for the European construction sector and holds CE and UKCA certifications for austenitic and ferritic stainless steel grades, ensuring its preference as a certified manufacturer of stainless steel for construction applications in European markets. The Company holds certifications for Pressure Equipment
Directive (2014/68/EU), AD 2000 - Merkblatt W0, and Pressure Equipment Safety Regulations (PESR) for austenitic, ferritic, and duplex stainless steel grades, enabling supply to the European pressure vessels and equipment market. For marine and offshore applications, the Company holds Bureau Veritas (BV) Mode II Scheme and BV Marine Certifications for shipbuilding and structural applications, as well as DNV Plant Approval covering Oil & Gas, offshore, and marine segments. The Company is also a Lloyd’s Register (LR) approved manufacturer under Marine and Offshore General Conditions. The Company is certified as per NORSOK M-630:2020 for duplex, super duplex, and austenitic grades and holds NORSOK M-650 certification for grades 316 and UNS S31803/S32205, catering to the Norwegian Oil & Gas sector. The Company continues its PEMEX certification for supplies of stainless steel products to the oil and gas industry. The Company has also received ADNOC Plant Approval from Abu Dhabi National Oil Company and EIL Plant Enlistment from Engineers India Limited, strengthening its presence in the UAE energy sector and Indian Government refinery and infrastructure projects. The Company has further received VdTUVNORD Certification from TUVSUD for European industrial applications. The Company has REACH (EC No. 1907/2006) and RoHS (Directive 2011/65/EU) certifications for 200, 300, and 400 series stainless steel grades, along with Food Grade compliance as per EU Regulation 1935/2004, ensuring compliance with all applicable restricted substances, chemical restrictions, and food contact material safety standards required by global customers.
Your Company has ISI marks/BIS certification for various grades of stainless steel including BIS licences as per IS 1170:1992 (Ferro Chromium), IS 5522:2014 (Stainless Steel Sheets & Strips for Utensils), IS 6911:2017 (Stainless Steel Plate, Sheet & Strips), IS 9294:1979 (Cold Rolled Stainless Steel Strips for Razor Blades), IS 9516:1980 (Heat Resisting Steel), IS 14650:2023 (Unalloyed and Alloyed Steel Ingots and Semi-finished Products for Re-rolling) and IS 15997:2012 (Low Nickel Austenitic Stainless Steel Sheets and Strips for Utensils and Kitchen Appliances), enabling the Company as a preferred stainless steel manufacturer with BIS licence.
Your Company holds JIS Mark Certification as per JIS (Japanese Industrial Standard) JIS G 4304, JIS G 4305, JIS G 4312 and JIS G 4313 requirements for stainless steel products, including hot and cold rolled stainless steel sheets and heat-resistant stainless steel sheets, certified by JQA (Japan Quality Assurance). This has enabled the Company to sell stainless steel products in Japan and East Asian countries. The JIS certification was successfully renewed in February 2026, with inclusion of new grades and process routes in scope currently in progress.
FY 2025-26 was a landmark year for the Company’s certification portfolio. Four major international approvals were received during the year. These additions significantly strengthen the Company’s credibility and addressable market in high-value global segments.
With this, your Company adheres to a comprehensive selection of reputed quality certifications and standards to consistently deliver world-class quality products and services to all its stakeholders.
CREDIT RATING(S)
The credit rating(s) for the long term / short term borrowings of your Company as on the date of this report are as under:
• CARE Ratings: CARE AA (Outlook: Stable) /A1
• CRISIL Ratings Limited (An S&P Global Company): CRISIL AA (Outlook: Stable) / A1
• India Ratings & Research Private Limited: IND AA (Outlook: Positive) /A1
Further, below ratings were reaffirmed for Non-convertible Debentures of the Company:
• CARE Ratings: CARE AA (Outlook: Stable)
• CRISIL Ratings Limited (An S&P Global Company): CRISIL AA (Outlook: Stable)
• India Ratings & Research Private Limited: IND AA (Outlook: Stable).
DIVIDEND
Your Directors are pleased to recommend, for your approval at the ensuing Annual General Meeting (‘AGM’), a final dividend of ?3 per equity share (150%) of face value of ?2 each. Earlier, an interim dividend of ?1/- per share (50%) was declared in the month of January, 2026. Final dividend, if approved, shall result in a total dividend payout of ?4 per equity share (200%) for the financial year 2025-26, representing an increase of ~33.33% over the total dividend of ?3 per equity share (150%) declared for the previous financial year.
The Dividend Distribution Policy is available on the Company’s website at following link:
https://www.iindalstainless.com/wp-content/uploads/2026/08/
Dividend-Distribution-Policy.pdf.
TRANSFER TO RESERVES
During the year under review, no amount from Profit & Loss account has been transferred to any reserves of the Company.
SHARE CAPITAL
During the period under review, your Company had allotted 6,50,000 equity shares of face value of ?2/- each to the JSL Employee Welfare Trust (“ESOP Trust”) under the ‘JSL -Employee Stock Option Scheme 2023’, for transfer to eligible employees upon exercise of their options. Post allotment to the ESOP Trust, the paid-up share capital of the Company had increased to ?1,64,88,39,176/- divided into 82,44,19,588 equity shares of face value ?2/- each.
LISTED, RATED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES (NCDs)
During the financial year 2025-26, the Company redeemed, at par, 1,875 NCDs of face value of ?10 lakh each, aggregating to ?187.50 crore, thereby completing the redemption of the original issue of 3,750 NCDs in accordance with the terms of their issue.
As on March 31,2026, the Company has 990 nos. of outstanding NCDs of face value of ?10 lakh each, aggregating to ?99 crore.
No new NCDs were issued by the Company during the year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the financial year 2025-26, there was no unclaimed dividend which was required to be transferred to Investor Education and Protection Fund.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report forms part of the Director’s Report as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).
INFORMATION TECHNOLOGY & DIGITIZATION
During FY 2025-26, the Company accelerated its transformation agenda through integrated SAP systems, advanced manufacturing platforms, enterprise AI, predictive maintenance, cybersecurity and a unified digital foundation. The focus remains clear: build a data-led, Al-powered stainless steel enterprise with global competitiveness and operational excellence.
Enterprise Core: SAP-led Integrated Digital Backbone
Over the years, the Company has built a strong enterprise backbone through SAP-led digitization across manufacturing, procurement, finance, sales, logistics, maintenance, projects and shared services. This integrated ERP landscape enables standardized processes, stronger controls, real-time visibility and scalable governance across plants and businesses.
During the year, SAP capabilities were further expanded across new businesses, locations and allied operations.
Advanced Planning Transformation: PPDS
A major milestone in FY 2025-26 was the successful stabilization of the advanced Production Planning & Detailed Scheduling (PPDS) platform at Hisar, integrating planning systems with manufacturing execution. This has created a digitally synchronized planning environment aligned with demand, production and dispatch excellence.
Smart Factory 4.0: Connected Manufacturing Vision
The Smart Factory 4.0 program is Company’s next-generation manufacturing transformation initiative focused on creating connected, data-driven and intelligent plants.
During the year, multiple modules went live at Jajpur, while large-scale phased deployment and design programs progressed at Hisar. This initiative lays the digital foundation for data-based, insight-led manufacturing across Company’s plants.
Predictive Reliability: Condition-Based Predictive Maintenance (CBM)
The Company has deployed CBM systems across critical assets at Hisar, Jajpur and Mundra. By leveraging vibration analytics, equipment health monitoring and predictive alerts, CBM enables timely maintenance interventions, improving asset reliability, plant availability and operational efficiency.
AI at Scale: Building the Intelligent Enterprise
FY 2025-26 marked a defining year in the Company’s AI journey with the establishment of a dedicated AI Centre of Excellence and strengthening of its enterprise data and analytics foundation to scale AI securely and responsibly across the organization.
Cybersecurity: Secure, Trusted & Future Ready
As the Company accelerates its digital, data and AI led transformation, cybersecurity has been positioned as a core business enabler and trust foundation. During the year, JSL strengthened its cyber resilience through a structured, enterprise wide security framework covering both IT and operational technology (OT) environments.
A key milestone was achieving ISO/IEC 27001:2022 certification, reaffirming Company’s commitment to globally recognized information security governance and risk management practices. In parallel, a Zero Trust security architecture was progressively implemented to protect users, data and applications, supported by strong identity controls, privileged access governance, multi factor authentication and continuous threat monitoring.
Recognizing the growing convergence of digital, AI and manufacturing systems, the Company extended cybersecurity controls into plant environments, strengthening OT security to protect critical operations, production continuity and safety. This approach ensures that digital innovation at the shop floor level is matched with robust cyber risk controls.
Digital Culture & Capability Building
Transformation is powered by people. During the year, the Company conducted extensive capability-building initiatives across SAP, AI, cybersecurity, cloud and digital tools—covering thousands of participants across plants and corporate functions. Internal learning forums, certifications and recognition programs are helping create a digitally confident workforce prepared for the next era of manufacturing.
Looking Ahead
The Company is building a digitally intelligent enterprise where data, AI, automation, and secure systems combine to create enduring business value. The next phase will focus on enterprise-wide AI adoption, autonomous planning, connected factories, predictive operations, intelligent supply chains and superior stakeholder experience. Digital is becoming a core driver of competitiveness, resilience, and growth at Jindal Stainless.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2026, the Company has 21 subsidiaries, 3 associates and 2 joint venture companies. In accordance with Section 129(3) of the Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company and all its subsidiaries and associates has been prepared and forms part of the Integrated Report. Further, the report on the performance and financial position of subsidiary and associate companies including salient features of their Financial Statements in the prescribed Form AOC-1 is annexed along with the financial statements. The said form also provide the names of companies that have become subsidiary during the year under review.
In terms of the provisions of Section 136 of the Act, the standalone, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link: https://www.jindalstainless.com/ financials/financials-statements/
The members, if they desire, may write to the Secretarial Department of the Company at O.P. Jindal Marg, Hisar - 125005 (Haryana) to obtain the copy of the financial statements of the subsidiary companies. Your Company has framed a policy for determining “Material Subsidiary” in terms of Regulation 16(1)(C) of SEBI Listing Regulations, which is available on the website of the Company at the link:
https://www.jindalstainless.com/wp-content/uploads/2025/08/
Policv-for-determining-material-subsidiaries.pdf
The Company does not have any Material Subsidiary company as on 31st March, 2026.
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act, Mr. Ratan Jindal, Chairman & Managing Director (DIN: 00054026) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re- appointment.
Brief resume and other details of Mr. Ratan Jindal as stipulated under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India are given in the Notice forming part of the Annual Report.
Changes in Board of Directors
A. Mr. Anurag Mantri (DIN: 05326463) resigned from the position of Executive Director & Group Chief Financial Officer (“CFO”), effective from the close of business hours on April 04, 2025.
B. Mr. Jayaram Easwaran (DIN: 02241192) and Mrs. Arti Luniya (DIN: 05341955) ceased to be Independent Directors of the Company consequent to completion of their second consecutive term with effect from the close of business hours on August 04, 2025 and November 25,
2025 respectively.
C. The Board of Directors through resolution passed by circulation on October 28, 2025, upon the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director of the Company for a second term of three consecutive years with effect from November 02, 2025.
The shareholders of the Company, by way of special resolution passed through postal ballot on January 8, 2026, approved the re-appointment of Dr. Rajeev Uberoi as an Independent Director with overwhelming majority.
D. The Board of Directors in their meeting held on January 21, 2026, upon the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Ms. Shruti Shrivastava (DIN: 08697973), Dr. Aarti Gupta (DIN: 01668171) and Mr. Ajay Mankotia (DIN: 03123827) as Independent Directors of the Company for a second term of three consecutive years with effect from January 23,
2026 and July 12, 2026 respectively.
The shareholders of the Company, by way of special resolution passed through postal ballot on March 25, 2026, approved the re-appointment of Ms. Shruti Shrivastava, Dr. Aarti Gupta and Mr. Ajay Mankotia as Independent Directors with overwhelming majority.
Changes in Key Managerial Personnel
A. Consequent to the resignation of Mr. Anurag Mantri as Executive Director & Group CFO, Mr. Tarun Kumar Khulbe, CEO and Wholetime Director, was entrusted with the additional responsibility of CFO of the Company with effect from June 25, 2025.
B. Post closure of the financial year ended March 31, 2026, Mr. Kunjal Mehta was appointed as the CFO of the Company with effect from June 25, 2026. Consequently, Mr. Tarun Kumar Khulbe relinquished the additional responsibility of CFO with effect from the same date.
DECLARATION OF INDEPENDENCE OF DIRECTORS
All the Independent Directors of the Company had given the
declaration under Section 149(7) of the Act and Regulation
25(8) of SEBI Listing Regulations that they meet the criteria of
independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16 of SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order or any other authority. The Company has received a declaration from the Independent Directors that their name is included in the data bank maintained by the Indian Institute of Corporate Affairs as per the provisions of the Act.
Your Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with your Company, nature of the industry in which your Company operates, business operations of your Company etc. The said Policy may be accessed on your Company’s website at the link:
https://www.iindalstainless.com/wp-content/uploads/2026/04/
JSL-DETAILS-OF-FAMILIARIZATION-PROGRAMMES-
IMPARTED-TO-INDEPENDENT-DIRECTORS-3.pdf
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
BOARD EVALUATION
The Board carried out an annual evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, Managing Director and the Non- Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.
GENERAL MEETING / POSTAL BALLOT
During the financial year ended 31st March, 2026, apart from the AGM of the Company held on 3rd September, 2025, the Company sought approval of the shareholders through Postal Ballots, the details of which are set out below:
a. Postal Ballot notice dated 28th November, 2025, for seeking approval of the shareholders for (i). Re-appointment of Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director for a second term of three consecutive years. The resolution for re-appointment of Dr. Raieev Uberoi was duly approved by the shareholders of the Company on 08th January, 2026 and the result of postal ballot was declared on 09th January, 2026.
b. Postal Ballot notice dated 17th February, 2026, for seeking approval of the shareholders for (i). Re-appointment of Ms. Shruti Shrivastava (DIN: 08697973) as an independent director for a second term of three consecutive years; (ii) Re-appointment of Dr. Aarti Gupta (DIN: 01668171) as an independent director for a second term of three consecutive years; and (iii) Re-appointment of Mr. Ajay Mankotia (DIN: 03123827) as an independent director for a second term of three consecutive years. The resolution for re-appointment of Ms. Shruti Shrivastava, Dr. Aarti Gupta and Mr. Ajay Mankotia were duly approved by the shareholders of the Company on 25th March, 2026 and the result of postal ballot was declared on 27th March, 2026.
DEPOSITS
During the financial year under review, your Company has not invited or accepted any deposits from the public, pursuant to the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits as on the date of this report.
PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I to this Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure - II to this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Integrated Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours till the date of AGM and any member interested in obtaining such information may write to the secretarial department of the Company and the same will be furnished on request.
STATUTORY AUDITORS AND AUDITORS’ REPORT
M/s Walker Chandiok & Co. LLP, Chartered Accountants and M/s. Lodha & Co. LLP, Chartered Accountants were appointed as the Joint Statutory Auditors of the Company by the members at the 42nd AGM of the Company held on 30th September, 2022, for a period of five consecutive years until the conclusion of the 47th AGM of the Company.
has formulated a Risk Management Policy, which, inter alia, lays down the framework and mechanism for identification, assessment, monitoring, mitigation and reporting of risks across the organization. The Committee periodically reviews the risk management framework and mitigation measures to ensure their effectiveness in addressing key business risks.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.
AUDIT COMMITTEE
Composition of the Audit Committee of the Board of Directors, along with the details of meetings held during the financial year under review and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report. All the recommendations made by the Audit Committee during the financial year 2025-26 were accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY
Guided by the vision and philosophy of its Founder Late Shri O.P. Jindal, your Company has strived to deliver on its responsibilities towards its communities, people and society at large. Your Company has planned intervention in various fields including promoting education & vocational training, integrated health care, livelihood & women empowerment, rural infrastructure development, environment sustainability sports and the like on voluntarily basis. Your Company carries out the social development through Jindal Stainless Foundation, OP Jindal Charitable Trust, Jindal Stainless Charitable Trust and the Corporate Social Responsibility (‘CSR’) team of JSL. In terms of the provisions of Section 135 of the Act, the Company has a CSR Committee of the Board of Directors with the below mentioned composition as on 31st March 2026:
|
Sl.
No.
|
Name
|
Designation
|
|
1
|
Mr. Ratan Jindal
|
Chairman & Managing Director, Member of the CSR Committee
|
|
2
|
Mr. Abhyuday Jindal
|
Managing Director,
Chairman of the CSR Committee
|
|
3
|
Mr. Jagmohan Sood
|
Wholetime Director & COO, Member of the CSR Committee
|
|
4
|
Dr. Aarti Gupta
|
Independent Director,
Member of the CSR Committee
|
|
5
|
Ms. Shruti Shrivastava
|
Independent Director,
Member of the CSR Committee
|
The Notes to financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report doesn’t contain any qualification, reservation or adverse remark. During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143(12) of the Act.
COST AUDITORS
Pursuant to Section 148 (1) of the Act, your Company is required to maintain cost record as specified by the Central Government and accordingly such accounts and records are made and maintained. In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Board of Directors, upon the recommendation of the Audit Committee, had appointed M/s Ramanath Iyer & Co., Cost Accountants, for this purpose for the financial year 2026-27.
The remuneration payable to the Cost Auditors for the financial year 2026-27, as recommended by the Audit Committee and approved by the Board, shall be placed for ratification by members at the ensuing AGM in terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.
SECRETARIAL AUDITORS
The Board of Directors at their meeting held on 08th May, 2025, upon the recommendation of Audit Committee, had appointed M/s Vinod Kothari & Company, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting Secretarial Audit of the Company for a first term period of five consecutive years commencing from financial year 2025-26, which was subsequently approved by the shareholders by way of an ordinary resolution passed at the AGM held on September 3, 2025.
In terms of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report for the financial year ended 31st March, 2026 is annexed herewith as Annexure - III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Annual Secretarial Compliance Report for the year ended 31st March, 2026 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines, by the Company was issued by M/s Vinod Kothari & Company, Practicing Company Secretaries. The same has been filed with the exchanges and made available on the website of the Company at https:// www.iindalstainless.com/corporate-governance/secretarial-compliance-reports/
RISK MANAGEMENT
The Company has in place a Risk Management Committee of its Board of Directors. The details pertaining to the composition of the Risk Management Committee, along with the meetings held during the financial year under review and the attendance of its members, are provided in the Corporate Governance Report forming part of this Annual Report. The Committee
Your Company has in place a CSR policy indicating the areas of Company’s CSR activities. The CSR Policy can be accessed on your Company’s website at the following link: https://www. iindalstainless.com/wp-content/uploads/2023/01/JSL-CSR-Policy.pdf
Further, the CSR Committee, in pursuance to its CSR policy, had formulated and recommended to the Board, an annual
action plan along with the CSR projects for the financial year 2025-26 and the same was approved by the Board of Directors of the Company.
The CSR Projects for the financial year 2025-26 approved by the Board of Directors of the Company are available on the link: https://www.iindalstainless.com/corporate-governance/ csr-projects/
The disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as Annexure-IV to this Report.
The details of meetings held during the financial year under review and attendance of Committee members at the said meetings are provided in the Corporate Governance Report, forming part of the Integrated Annual Report.
ENVIRONMENT, SOCIAL &
GOVERNANCE (ESG)
The Company remains firmly committed to building a greener, safer and more sustainable future, guided by strong environmental stewardship, social responsibility and ethical growth principles. The Company follows an eco-conscious manufacturing approach, leveraging scrap-based production through Electric Arc Furnaces (EAFs), one of the most sustainable steelmaking routes with comparatively lower greenhouse gas (GHG) emissions. In FY 2025-26, the Company has been performing on track towards its ESG transformation journey establishing sustainability as a fundamental pillar of its growth strategy and long-term vision encompassing the integration of sustainability principles across all operational facets. The Company is working across different theme areas across Environment, Social and Governance to enhance the practices and position itself among the leading sustainable stainless-steel players globally.
Environmental Stewardship
Climate Action, Energy and Net Zero Progress - The
Company operates in an Electric-arc-furnace steelmaking route which is characterized by its lower GHG emissions. On the renewable energy front, the Company continued to expand its renewable energy initiatives and remained fully compliant with Carbon Border Adjustment Mechanism (CBAM) reporting requirements.
Product Stewardship and Circularity - The Company has conducted Lifecycle assessment and the Environmental Product Declarations (EPDs) for four key product categories - austenitic and ferritic hot-rolled and cold-rolled coils. The EPDs have been featured on the public EPD Library. The Company plans to position a sustainable product line category marked by its high recycled content and ability to offer a low-carbon material choice. Additionally, the Company is actively exploring scientifically defined low-carbon steel production methodologies and process recipes, aimed at reducing emissions intensity across product portfolio. With these initiatives, the Company is proactively aligning its operations with global carbon regulations and progressing toward a low-carbon future.
Resource conservation - The Company is committed to responsible resource management by setting clear longterm targets and measurable progress across both water and waste management. Reinforcing its circular economy vision, the Company is actively advancing waste-to-value initiatives and closed-loop recycling systems, progressing purposefully toward its ‘Zero-Waste-to-Landfill’ ambition by 2030 through continuous identification of waste reduction, reuse and diversion opportunities. A significant milestone has been achieved in FY’26 with the Hisar plant receiving Platinum-level Zero-Waste-to-Landfill certification from an independent external verifier. The certification process is currently underway for the Jajpur plant. On the water-front, the Company has set an ambitious target to achieve water neutrality by 2033, supported by a comprehensive strategy encompassing water conservation, recycling, reuse and replenishment initiatives across its operations and beyond the premises. The Company is proactively conducting feasibility studies to reduce freshwater consumption and progressively increase recycled water utilization. Together, these initiatives reflect JSL’s integrated approach to resource efficiency, Circular Economy principles, and its unwavering commitment to long-term environmental sustainability.
Social Responsibility
Labour Practices - The Company has developed, approved and published a General Employment Policy in FY’26 which establishes Company’s commitment to fair, safe, inclusive and legally compliant employment/ labour practices, aligned with international labour standards (ILO, UN SDGs, GRI). It covers the aspects on Fundamental Rights related to freedom of association, prohibition of forced/child labour, nondiscrimination, equal opportunity, right to refuse unsafe work, working hours and working conditions, need-basis flexibility to work subject to management approval, social protection, employee support, responsible recruitment, grievance redressal and supplier expectations. The Company has also conducted a Living wage assessment across its sites and corporate offices for all direct employees and contractual workforce to benchmark the average wages as per different skill categories with the regional living wage benchmark.
Diversity, Equity & Inclusion - The Company continues to reinforce a people-centric culture through comprehensive initiatives spanning Diversity, Equity & Inclusion (DEI), employee well-being, learning & development and total rewards. On the DEI front, the Company has made meaningful progress, with women’s representation improving by ~21% to 5.35% in FY 202526 from 4.40% in FY 2024-25, reflecting the effectiveness of targeted interventions to enhance women’s participation and leadership. Inclusivity is further promoted through structured programmes such as Women’s Day celebrations, cultural engagement events, mentoring initiatives for women employees, and unconscious bias awareness sessions.
Human Rights - The Company conducted human rights due diligence via risk assessments and internal grievance tracking, supported by a proactive plant-level committee and oversight by the Chief Human Resource Officer and department heads. The Company is actively identifying, assessing and mitigating
the human rights risk issues. All permanent and contractual employees completed human rights training, achieving 100% coverage. The Company is a member of United Nations Global Compact (UNGC) that promotes adoption of universal principles of human rights and labour.
Occupational Health & Safety - The Company is committed to its ‘Zero Harm’ philosophy, underpinned by ISO 45001:2018 certification across all its locations, ensuring a safe and healthy working environment for its employees, workers and all stakeholders. The Company’s OHS framework is guided by the 4E approach — Engineering Controls, Education, Encouragement and Enforcement and is supported by structured processes including Hazard Identification and Risk Assessment, Job Safety Analysis, Permit-to-Work systems, regular safety audits and oversight by dedicated safety committees. Safety performance is actively monitored through key indicators such as fatalities, Lost Time Injury Frequency Rate and other recordable incidents, enabling timely risk identification and mitigation. Comprehensive health surveillance protocols, including Spirometry, Audiometry, preemployment and periodic medical examinations, are in place to facilitate early detection of occupational health risks. The Company remains steadfast in its long-term goal of achieving Zero Lost Time Injuries across all its operations.
Governance Leadership
Sustainable Supply Chain - JSL is committed to embedding sustainability across its supply chain through a structured and forward-looking approach to responsible sourcing. The Company has developed a comprehensive Supplier ESG Assessment Framework, aligned with the disclosure requirements under the Business Responsibility and Sustainability Reporting framework along with voluntary best practices to evaluate suppliers’ overall ESG performance in accordance with Company’s own sustainability goals. To ensure systematic and scalable implementation, the framework is being integrated with SAP Ariba, enabling end-to-end coverage of the Company’s active Tier-1 supplier base. This integration will facilitate the identification of high-risk suppliers and enable the timely issuance of corrective action recommendations, ensuring supplier compliance with Company’s sustainable supply chain standards. Through these measures, the Company reaffirms its commitment to building a resilient, transparent and sustainability-driven supply chain ecosystem.
Policy Enhancements - During FY 2025-26, the Company strengthened its governance framework through the development of two new policies and the update of two existing policies. The Environment Policy was revised to incorporate product stewardship as a key focus area, addressing environmental impacts across the product lifecycle and promoting responsible material use. The Human Rights Policy was updated to include explicit definitions of ‘Child’ and ‘Young Worker’, ensuring consistent interpretation across all operations and stronger alignment with applicable labour laws and international standards. The newly introduced General Employment Policy (GEP) consolidates the Company’s commitments on fundamental rights, freedom of association, responsible recruitment, grievance redressal, working hours
and conditions and supplier expectations. The AI Security Policy establishes a governance framework for responsible AI deployment, encompassing risk assessments, data protection compliance, restrictions on use of confidential data in public AI tools, intellectual property safeguards and incident management protocols.
ESG ratings and recognition
The Company has demonstrated strong and consistent progress in ESG performance, earning recognition across multiple prominent rating platforms during FY 2025-26. The Company achieved a score of 78/100 on the S&P Global Corporate Sustainability Assessment (CSA), earning dual distinctions as an Industry Mover and Sustainability Yearbook Member. The Company secured a bronze rating from Ecovadis with a score of 71/100, acknowledging its commitment to responsible business practices. In the Carbon Disclosure Project (CDP), the Company was assigned a ‘B’ rating, placing it within the Management Band and reflecting its proactive approach to climate-related disclosures. MSCI has rated JSL ‘BB’, recognizing its balanced approach to managing ESG risks and opportunities. Among SEBI-registered ESG Rating Providers, CRISIL rated the Company at 58/100 and NSE Ratings at 71/100. The Company had also received the prestigious Golden Peacock Award for Sustainability instituted by the Institute of Directors. These multi-platform recognitions underscore Company’s systematic approach to ESG integration and its unwavering commitment to continuous improvement in sustainability performance.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Keeping up the commitment to sustainability, your Company has prepared the Business Responsibility & Sustainability Report (‘BRSR’). The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.
Your Company is committed to grow the business responsibly with a long term perspective as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business, as notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.
In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR of the Company describing the initiatives taken by the Company from an environmental, social and governance perspective, along with the Assurance Statement is enclosed as Annexure-V to this Annual Report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 (“POSH Act”). The Policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention
of sexual harassment. A duly constituted Internal Complaints Committee in accordance to the POSH Act is responsible for redressal of complaints related to sexual harassment and to ensure compliance with the guidelines provided in the policy.
During FY 2025-26, the Company received a total of three complaints under the POSH Policy, which were resolved/ disposed off during the financial year. Further, there was no case which was pending for more than ninety days.
MATERNITY BENEFIT ACT, 1961
Your Company is committed to fostering a safe, inclusive and supportive workplace for its women employees. Your Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Your Company remains dedicated to promoting employee well-being and maintaining a work environment that respects and safeguards the rights of women employees in accordance with applicable laws.
STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED
National Stock Exchange of BSE Ltd. (“BSE”)
India Ltd. (“NSE”)
Phiroze Jeejeebhoy Exchange Plaza, 5th Floor, Towers, Dalal Street,
Plot No. C/1, G-Block, Mumbai - 400 001
Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051
The Company pays annual listing fees to NSE and BSE. No shares of your Company were delisted during the financial year 2025-26.
The Non-Convertible Debentures of your Company are listed on BSE.
ANNUAL RETURN
In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available on the Company’s website and can be viewed at the link:
https://www.iindalstainless.com/corporate-governance/
annual-return/
NUMBER OF BOARD MEETINGS
The Board of Directors met five times during the financial year ended on 31st March, 2026. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, your Company has a Whistle Blower Policy for its directors, employees and business partners to report concerns about unethical behavior, actual or suspected fraud or violation of your Company’s code of conduct or ethics policy and to ensure that whistleblower is protected.
The Whistle Blower Policy is posted on the website of your Company and can be accessed at the link: https://www. jindalstainless.com/wp-content/uploads/2025/02/JSL-Whistle-Blower-Policy.pdf
PARTICULARS OF LOANS,
GUARANTEES AND INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments by your Company, as required under Section 186 of the Act are stated in Notes to Accounts of the financial statements, forming part of the Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered into during the year under review were in the ordinary course of business and on an arm’s length basis. In accordance with the provisions of Section 188 of the Act and the Rules made thereunder, read with Regulation 23 of the SEBI Listing Regulations, your Company had obtained prior approval of the Audit Committee under omnibus approval route and / or under specific agenda items for entering into such transactions.
During the financial year 2025-26, the Company did not enter into any material related party transactions falling within the scope of Section 188(1) of the Act, other than transactions with its wholly-owned subsidiaries. Accordingly, the disclosure required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable and therefore, does not form part of this Annual Report.
Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The policy on dealing with Related Party Transactions, inter-alia covering the materiality, as approved by the Board may be accessed on your Company’s website at the link:
https://www.jindalstainless.com/wp-content/uploads/2026/08/
Related-Parties-Policy.pdf
The details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone and consolidated financial statements forming part of this Annual Report.
EMPLOYEE STOCK OPTION SCHEME
During the year ended March 31, 2026, the Company had allotted 6,50,000 equity shares of face value of ?2/ - each to the JSL Employee Welfare Trust, formed pursuant to JSL - Employee Stock Option Scheme 2023’ (“ESOS 2023”) for transfer to eligible employees upon exercise of their options. The voting rights on the shares as may be issued to employees under the ESOS 2023 are to be exercised by them directly or through their appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Act is not applicable.
ESOS 2023 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”), as amended from time to time and related resolution passed by the members of the Company. During the FY 2025-26, no changes have been made in ESOS 2023.
The Company has obtained certificate from M/s Vinod Kothari & Company, Secretarial Auditors confirming that ESOS 2023 has been implemented in accordance with the SEBI SBEB Regulations and resolution passed by the members of the Company. The said certificate will be made available for inspection by the members at the AGM of the Company.
A statement containing relevant disclosures for ESOS 2023 pursuant to rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations, 2021 is available on the website of the Company at https://www.iindalstainless.com/esopsdisclosure/
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of Company’s business during the financial year ended on 31st March, 2026.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee (‘NRC’) of Board of Directors considers the best remuneration practice in the industry while fixing the appropriate remuneration package and for administering the long-term incentive plans. Further, the compensation and packages of the Directors, Key Managerial Personnel, Senior Management and other employees are designed in terms of remuneration policy framed by the NRC. The remuneration policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act, of your Company can be viewed at the following link:
https://www.iindalstainless.com/wp-content/uploads/2025/03/
JSL-Remuneration-Policy.pdf
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting financial position of your Company have occurred between the end of the financial year to which financial statements relate and the date of this Report.
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 2025-26, there was no such significant and material order passed by the regulators / courts / tribunals impacting the going concern status and Company’s operations in future.
SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively and such other Secretarial Standards, as and when applicable, have been duly followed by the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act with respect to directors’ responsibility statement, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgments 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 31st March, 2026 and of the profit of the Company for the year ended on that date;
c) t he Directors 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) t he Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and
f) t he Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations forms part of the Annual Report.
OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items, during the period under review:
a) There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise.
b) There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme, except Employees’ Stock Options Scheme referred to in this report.
c) No application has been admitted against the Company under the Insolvency and Bankruptcy Code, 2016.
d) There was no instance of one time settlement with any bank or financial institution.
e) Neither the Managing Director nor the Wholetime Director of the Company received any remuneration or commission from any of the subsidiary companies.
ACKNOWLEDGEMENT
Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, lenders, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.
|