Change of the Name of the Company

The name of the Company was changed from Jindal
Steel & Power Limited to Jindal Steel Limited with effect
from July 22, 2025.

Material Changes and Commitments Affecting
Financial Position

There have been no material change(s) and
commitment(s), affecting the financial position of
the Company between the end of the financial year
of the Company i.e., March 31, 2025, and the date of
this Report.

Change in the Nature of Business

There has been no change in the nature of business
of the Company during the financial year ended on
March 31, 2025.

Operational Highlights

In FY25, the steel industry faced challenges due to
geopolitical tensions across various geographies
globally and continued economic slowdown in China.
The domestic steel consumption in China declined at
a faster pace than the production, thereby elevated
exports from China continued impacting the global
and Indian steel prices. Various countries implemented
tariff/ non-tariff barriers to stem the inflow of surplus
steel from China in their economies. India also imposed

12% safeguard duty on import of certain steel products
to counter the flow of low cost steel.

The Company recorded highest ever production and
sales volume during the fiscal year on account of
higher capacity utilization resulting from operational
efficiencies. Production stood at 8.12 MT up 2.5% from
7.92 MT in FY24 while sales at 7.97 MT was up 3.9% from
7.67 MT as against previous fiscal year.

Despite increase in sales volume, gross revenues
remained flattish at 558,044 crore on YoY basis,
primarily on account of lower steel realisation. Share
of domestic sales increased from 91% to 94% during
FY25. The company achieved consolidated EBITDA
of 59,485 crore lower by 7% YoY attributed majorly
due to reduction in steel realization during the year.
Consolidated net profit for the year stood at 52,846
crore in FY25. This was after recording exceptional
provision of 51,229 crore.

Overall, despite the challenges in the steel industry
and the global market dynamics affecting prices and
exports, the Company recorded highest ever production
and sales volumes through operational excellence.

Dividend

The Board of Directors of your Company is pleased to
recommend a Final Dividend of B 2/- per equity share
of face value B 1/- each for the financial year ended
March 31, 2025.

The Company has framed Dividend Distribution Policy
in accordance with Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations,2015 ("Listing Regulations"). The Policy may
be accessed on the website of the Company at:
www.jindalsteel.com.

The objective of this policy is to establish the parameters
to be considered by the Board of Directors of your
Company before declaring or recommending dividend.

Transfer to Reserves

The Company has not transferred any amount to
reserves for the financial year ended March 31, 2025.

Deposits

The Company has not accepted/received any deposits
during the year under report, falling within the ambit of
Section 73 of the Companies Act, 2013 ("the Act") and
the Companies (Acceptance of Deposits) Rules, 2014.

Credit Rating

Your Company's domestic credit ratings, as on March
31, 2025, are as follows:

Long - term Short-term

During FY25, Credit ratings of the Company were
reaffirmed at AA, Stable/A1( ) for its Long Term/Short
Term debt facilities by CARE & ICRA both. Further, the
rating for Non-Convertible Debentures of B 5,000
crore was also reaffirmed at AA, Stable from CARE &
ICRA both. However, there were no outstanding Non¬
Convertible Debentures as on March 31, 2025.

Consolidated Financial Statements

In accordance with the provisions of the Act, the Listing
Regulations and Ind AS, the audited consolidated
financial statements are provided in the Annual Report.

Share Capital

The Company's Authorised Share capital during the
financial year ended March 31, 2025, remained at
B 300,00,00,000/- (Rupees Three Hundred Crore only)
consisting of 200,00,00,000 (Two Hundred Crore) equity
shares of B 1/- (Rupee One only) each and 1,00,00,000
(One Crore) Preference Shares of B 100/- (Rupees One
Hundred only) each.

The Company's paid-up equity share capital
remained at B 1,02,00,88,097/- (Rupees One Hundred
Two Crore Eighty-Eight Thousand and Ninety Seven
only) comprising of 1,02,00,88,097 (One Hundred Two
Crore Eighty Eight Thousand and Ninety Seven) equity
shares of B 1/- (Rupee One only) whereas the paid-
up preference share capital of the Company for the
financial year ending March 31, 2025, was Nil.

Employee Stock Option Scheme/ Employee
Share Purchase Scheme

In order to motivate, incentivize and reward employees,
your Company instituted Employee Share Purchase
Schemes namely JSPL ESPS-2013, JSPL ESPS-2018 and
Employee Stock Option Scheme namely JSPL ESOP
Scheme-2017 and Jindal Steel & Power Employee
Benefit Scheme-2022.

The Nomination and Remuneration Committee
("NRC") monitors the implementation of JSPL ESPS-2013,
JSPL ESPS-2018 and Employee Stock Option Scheme
namely JSPL ESOP Scheme-2017 and Jindal Steel &
Power Employee Benefit Scheme-2022, which are in
compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations").

Relevant disclosures pursuant to SEBI SBEB Regulations,
as on March 31, 2025, are available on the website of
the Company at www.jindalsteel.com.

Certificate from M/s RSMV & Co., Company Secretaries,
New Delhi (CP No. 11571), Secretarial Auditors, with
respect to the implementation of JSP ESPS-2013, JSP
ESPS-2018, Employee Stock Option Scheme namely JSPL
ESOP Scheme-2017 and Jindal Steel & Power Employee
Benefit Scheme-2022 will be available on the website
of the Company at www.jindalsteel.com.

Non-Convertible Debentures

There were no outstanding Non-Convertible Debentures
as on March 31, 2025.

Related Party Transactions

During the year under review, all Related Party
Transactions ("RPTs") entered into by the Company,
were approved by the Audit Committee and were at
arm's length and in the ordinary course of business.
Prior omnibus approval is obtained for related party
transactions which are of repetitive nature and entered
in the ordinary course of business and on an arm's
length basis.

Regulation 23(4) of the Listing Regulations states that all
RPTs with an aggregate value exceeding B 1,000 crore

or 10% of annual consolidated turnover of the
Company as per the last audited financial statements
of the Company, whichever is lower, shall be treated
as Material Related Party Transaction ("MRPTs”) and
shall require approval of shareholders by means of
an ordinary resolution. The provisions of Regulations
23(4) requiring approval of the shareholders are
not applicable for the RPTs entered into between a
holding company and its wholly owned subsidiary
and RPT transactions entered into between two wholly
owned subsidiaries of the listed holding company,
whose accounts are consolidated with such holding
company and placed before the shareholders at
the general meeting for approval. The said limits are
applicable, even if the transactions are in the ordinary
course of business of the concerned Company and
at an arm's length basis. The amended Regulation
2(1) (zc) of the Listing Regulations has also expanded
the definition of related party transactions which now
includes a transaction involving a transfer of resources,
services or obligations between a listed entity or any
of its subsidiaries on one hand and a related party of
the listed entity or any of its subsidiaries on the other
hand, regardless of whether a price is charged or not.
Further, any transaction between the Company or any
of its subsidiaries on one hand, and any other person
or entity on the other hand, the purpose and effect of
which is to benefit a related party of the listed entity
or any of its subsidiaries would be considered as RPTs
regardless of whether a price has been charged.

During the year under review, the Company has
obtained the approval to enter into MRPTs with
Nalwa Steel and Power Limited, Vulcan Commodities
DMCC, Jindal Saw Limited, Jindal Paradip Port Limited,
between Jindal Steel Odisha Limited and Jindal Saw
Limited, and between Jindal Steel Odisha Limited and
Nalwa Special Steel Limited. All the above related party
transactions are in compliance with the provisions of
Listing Regulations, as applicable during the financial
year ended March 31, 2025.

The disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY25 and hence does
not form part of this report.

The related party transaction policy of the company
can be accessed on the Company's website at the link:
www.jindalsteel.com.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 and Listing Regulations
have been disclosed in the notes to the standalone/

consolidated financial statements forming part of
this report.

Particulars of Loans, Guarantees, Securities
and Investments

The particulars of loans, guarantees, securities and
investments, covered under the provisions of Section
186 of the Act, are furnished in the financial statements.

Subsidiaries, Associate and Joint Venture
Companies

A separate statement containing performance and
highlights of Financial Statements of subsidiary,
associate and joint venture companies is provided
in the prescribed form AOC-1, attached to the
Consolidated Financial Statements and forms part of
this report.

The names of companies which have become or
ceased to be subsidiary or joint venture or associate
companies, if any, during F.Y. 2024-25 have been
mentioned in the notes to the accounts.

The financial statements of subsidiary companies
are kept open for inspection by the shareholders at
the registered office of the Company during business
hours on all days except on Saturdays, Sundays and
on public holidays upto the date of the Annual General
Meeting ("AGM”) as required under Section 136 of the
Act. Any member desirous of obtaining a copy of the
said financial statements may write to the Company
at its Registered Office or Corporate Office.

The audited financial statements including the
consolidated financial statements and all other
documents required to be attached thereto and
financial statements of each of the subsidiaries have
been uploaded on the website of your Company at
www.jindalsteel.com.

Your Company has framed a policy for determining
"Material Subsidiary” in terms of Regulation 16(c) of
Listing Regulations. The policy may be accessed on the
website of the Company at: www.jindalsteel.com.

Directors and Key Managerial Personnel

Board Diversity

Your Company recognises the benefits of having a
diverse Board, and increasing diversity at the Board
level is viewed as an essential element in maintaining
a competitive advantage. Your Company believes that
a diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical backgrounds,

which will ensure that the Company retains its
competitive advantage.

Your Company believes that a diverse Board
contributes towards driving business results, make
corporate governance more effective, enhance quality
and responsible decision-making capability, ensure
sustainable development and enhance the reputation
of the Company. The Policy to Promote Diversity on the
Board of Directors (Diversity Policy) adopted by the
Board, in compliance with Regulation 19(4) read with
Part D of the Schedule II of the Listing Regulations, sets
out its approach to diversity.

The Diversity Policy is available on the website of the
Company at www.jindalsteel.com.

Directors:

Mr. Sunjay Kapur, Independent Director of the
Company ceased to be Independent Director due
to sudden and untimely demise on June 12, 2025. The
Company places on record its deep appreciation
for the invaluable contributions made by Mr. Sunjay
Kapur as a valued member of the Company's Board.
Dr. Bhaskar Chatterjee, Independent Director ceased
to be Independent Director w.e.f. July 28, 2025, due
to completion of his tenure as Independent Director.
The Board of Directors and the management of the
Company place on record their sincere appreciation
for the valuable guidance and contributions
made by Dr. Chatterjee during his tenure as an
Independent Director.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the
Act and in terms of the Articles of Association of the
Company, Mr. Sabyasachi Bandyopadhyay, Director of
the Company, is retiring by rotation at the ensuing AGM
of the Company and is eligible for re-appointment.
Your Board recommends the re-appointment of
Mr. Sabyasachi Bandyopadhyay, as Director of
the Company.

The particulars in respect of Mr. Sabyasachi
Bandyopadhyay, as required under Regulation 36(3)
of Listing Regulations and Secretarial Standard -2, are
mentioned in the Notice of AGM.

Key Managerial Personnel:

During the year under review, Mr. Sunil Agrawal, was
appointed as Chief Financial Officer of the Company
w.e.f. April 27, 2024. Subsequently, Mr. Mayank Gupta
was appointed as the Chief Financial Officer and
Key Managerial Personnel of the Company with
effect from January 30, 2025. Consequently, Mr. Sunil
Agrawal, who was holding this position, stepped down
as Chief Financial Officer but continued to oversee

his responsibilities within the Finance function of the
Company. Mr. Mayank Gupta, Chief Financial Officer
resigned with effect from July 15, 2025.

Mr. Anoop Singh Juneja, Company Secretary and
Compliance Officer of the Company, ceased to be
Company Secretary and Compliance officer of the
Company due to unfortunate and untimely demise
on June 23, 2025. Mr. Juneja had been unwell for some
time. The Board and management of the Company
place on record their sincere appreciation for the
valuable services and significant contributions made
by him during his tenure.

Board Evaluation

The Board carried out an annual performance
evaluation of its own performance, the performance
of the Directors individually as well as the evaluation
of the various Committees of the Board. Details of the
same are given in the Corporate Governance Report
which forms part of this report.

Declaration by Independent Directors

The Company has received declarations from each
of the Independent Directors that they, respectively,
meet the criteria of independence prescribed under
Section 149 read with Schedule IV of the Act and rules
made thereunder, as well as Regulations 16 and 25(8)
of the Listing Regulations. Based on the declarations
received, the Board considered the independence
of each of the Independent Directors in terms of
above provisions and is of the view that they fulfil the
criteria of independence and are independent from
the management.

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. Further, in terms of Section 150
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

Meetings of the Board and Committees

The Board of Directors met 7 (Seven) times during
the period under review. The details of number of
meetings of the Board and various Committees of the
Board of your Company are set out in the Corporate
Governance Report, which forms part of this report.

Secretarial Standards

The Directors state that applicable secretarial
standards i.e., SS-1 and SS-2, relating to meetings of the
Board of Directors and General Meetings have been
duly followed by the Company.

Remuneration Policy

In accordance with the provisions of Section 178 of the
Act and Part D of Schedule II of the Listing Regulations,
the policy on Nomination and Remuneration of
Directors, KMPs and Senior Management of your
Company is uploaded on the website of the Company
and may be accessed at: www.jindalsteel.com. During
the year under review, there has been no change to
the Policy.

Particulars of Employees and Related
Disclosures

In terms of the provisions of Section 197(12) of the Act
read with Rules 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement showing the names and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said rules and the
disclosures relating to remuneration and other details,
is annexed as Annexure - A to this report.

Statutory Auditors

Lodha & Co. LLP, Chartered Accountants (Firm Registration
No. 301051E/E300284), New Delhi, were appointed as
the Statutory Auditors for a period of 5 years from the
conclusion of 42^nd AGM till the conclusion of 47^th AGM of
the Company.

The Statutory Auditors have confirmed that they are
not disqualified from continuing as the auditors of
the Company.

The Statutory Auditors have issued an unmodified
opinion on the Company's Financial Statements for the
financial year ended March 31, 2025 and the Auditor's
Report for the year under review does not contain any
qualification, reservation, adverse remark or disclaimer.

The notes on financial statements referred to in the
Auditor's Report are self-explanatory and do not call
for any further comments.

There are no instances of any fraud reported by the
Statutory Auditors to the Audit Committee or the Board
pursuant to section 143(12) of the Act.

Secretarial Auditors

M/s RSMV & Co., Company Secretaries, New Delhi (CP
No. 11571) were appointed to conduct the Secretarial
Audit of the Company for the financial year 2024-25. In

terms of Regulation 24A of the Listing Regulations, M/s
RSMV & Co., Company Secretaries were also appointed
as Secretarial Auditors of Jindal Steel Odisha Limited, a
material unlisted subsidiary of the Company.

Secretarial Audit Report issued by M/s RSMV & Co.,
Company Secretaries, New Delhi of the Company
as well as Jindal Steel Odisha Limited are annexed
herewith as Annexure - B to the Report.

The Board of Directors at its meeting held on August
6, 2025, based on the recommendations of the Audit
Committee and subject to approval of members at
the ensuing 46^th AGM, approved the appointment of
M/s RSMV & Co., Company Secretaries, New Delhi, for a
first term of 5 (five) consecutive years beginning from
Financial Year 2025-26. Accordingly, an appropriate
resolution for appointment of M/s RSMV & Co.,
Company Secretaries, New Delhi, is included in the
Notice convening the 46^th AGM of the Company.

Cost Auditors

In terms of sub-section (1) of Section 148 of the Act
read with Companies (Cost Records and Audit) Rules,
2014, as amended from time to time, the Company
is required to maintain the cost records. Accordingly,
such accounts and records have been maintained by
the Company.

M/s Shome & Banerjee, Cost Accountants, were
appointed as the Cost Auditors of the Company for
auditing the cost records of the Company for the
financial year 2025-26, subject to ratification of their
remuneration by the Shareholders of the Company
in the 46^th AGM of the Company. Accordingly, an
appropriate resolution seeking ratification of the
remuneration for the financial year 2025-26 of M/s
Shome & Banerjee, Cost Auditors, is included in the
Notice convening the 46^th AGM of the Company.

Risk Management

The Company has in place a robust risk management
framework which identifies and evaluates business
risks and opportunities. The Company recognises
that the applicable risks need to be managed and
mitigated to protect the interests of the shareholders
and stakeholders, to achieve business objectives and
enable sustainable growth. The risk management
framework is aimed at effectively mitigating the
Company's various business and operational
risks, through strategic and tactical actions. Risk
management is embedded in our critical business
activities, functions and processes. The risks are
reviewed for the change in the nature and extent of
the major risks identified since the last assessment.
It also provides control measures for risks and future
action plans.

Internal Financial Controls

The Company has in place adequate internal financial
controls with reference to financial statements and
such internal financial controls are operating effectively.
Your Company has adopted policies and procedures
for ensuring the 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 the
accounting records, and timely preparation of reliable
financial disclosures.

Corporate Social Responsibility

The Company strongly believes that sustainable
community development is essential for harmony
between the community and the industry. The Company
endeavours to make a positive contribution especially
to the underprivileged communities by supporting
a wide range of socio-economic, educational and
health initiatives.

The Health, Safety, CSR, Sustainability and Environment
Committee ("HSCSE Committee”) of the Board of
Directors of the Company oversees the implementation
of CSR Policy of the Company.

In line with the provisions of the Act and on the
recommendations of the HSCSE Committee, the
Board of Directors has approved the CSR Policy of the
Company. Detailed CSR Policy of the Company has
been uploaded on the website of the Company at
www.jindalsteel.com.

The Annual Report on the CSR activities for the financial
year 2024-25 is annexed herewith as Annexure - C to
this report.

Significant and Material Orders Passed by the
Regulators Or Courts

No significant material order(s) passed by the
regulators/ courts which would impact the going
concern status of the Company and its future
operations during the year under review.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Act, your Directors
state that:

(a) i n the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards and Schedule III to the Act,
have been followed and there are no material
departures from the same;

(b) t he Directors have 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 your Company as at March
31, 2025 and of the profit of the Company for the
year ended on that date;

(c) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

(d) The Directors have prepared the annual accounts
on a going concern basis;

(e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

(f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adequate and operating effectively.

Other Disclosures / Reporting

Business Responsibility and Sustainability Report

As stipulated under Listing Regulations, a separate
section titled "Business Responsibility and Sustainability
Report” forms part of this Annual Report which offers
more detailed information on your Company's actions
and initiatives related to environmental, social, and
governance matters.

Management Discussion and Analysis Report

As stipulated under Listing Regulations, a separate
section titled "Management Discussion and Analysis
Report”, forms part of this Annual Report.

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

The particulars related to conservation of energy,
technology absorption and foreign exchange earnings
and outgo as required to be disclosed under Section
134(3) (m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as
Annexure - D to this Report.

Annual Return

In accordance with the provisions of Sections 92
and 134(3)(a) of the Act read with the Companies
(Management and Administration) Rules, 2014, the
Annual Return in e-form MGT-7 for the financial year
ended March 31, 2025 has been uploaded on the
website of the Company i.e. www.jindalsteel.com.

Corporate Governance

Your Company is committed to achieve the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by the
Securities and Exchange Board of India. Your Company
has also implemented several best Corporate
Governance practices as prevalent globally.

The report on Corporate Governance as stipulated
under the Listing Regulations for the Financial Year
2024-25 and a certificate issued by Navneet K. Arora
& Co. LLP, Company Secretaries in Practice confirming
compliance with the conditions of Corporate
Governance is annexed herewith as Annexure - E to
this report.

Whistle Blower Policy/Vigil Mechanism

Your Company has formulated a robust vigil mechanism
to deal with instances of unethical behaviour, actual
or suspected fraud or violation of Company's code
of conduct or ethics policy. The details of policy are
explained in the Corporate Governance Report
and also uploaded on website of the Company at:
www.jindalsteel.com.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder,
your Company has constituted an Internal Complaints
Committee having designated independent member(s)
to redress complaints regarding sexual harassment.

The details pertaining to complaints received on
matters pertaining to sexual harassment during the
Financial Year 2024-25, are as below:

(a) number of complaints of sexual harassment
received in the year: 10

(b) number of complaints disposed off during the
year: 10

(c) number of complaints pending for more than
ninety days: NA

Disclosure Under the Insolvency and
Bankruptcy Code, 2016

There was no application made by the Company
initiating insolvency proceedings against any another
entity nor are any proceedings pending against the
Company under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year under review.

Difference in Valuation in the Case of one time
Settlement of Loan from Bank or Financial
Institution

There was no one time settlement of loan from banks
or financial institutions by the Company during the
year under review. Accordingly, there are no details
regarding difference between amount of the valuation
done at the time of one time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions.

Compliance of Maternity Benefit Act, 1961

The Company has complied with provisions relating to
the Maternity Benefit Act, 1961

Cautionary Statement

Statements in the Board's Report and the Management
Discussion & Analysis describing the Company's
objectives, expectations or forecasts may be forward
looking within the meaning of applicable Securities Laws
and Regulations. Actual results may differ materially
from those expressed in the statement. Important
factors that could influence the Company's operations
include global and domestic demand and supply
conditions affecting selling prices of finished goods,
input availability and prices, changes in Government
Regulations, Tax Laws, Economic Developments within
the country and other factors such as litigation and
industrial relations.

Acknowledgements

The Directors wish to place on record their appreciation
for the sincere services rendered by Company's staff
and workers at all levels. Your Directors also wish to
place on record their appreciation for the valuable co¬
operation and support received from the Government
of India, various State Governments, the Banks/
Financial Institutions and other stakeholders such
as shareholders, customers and suppliers, among
others. The Directors also commend the continuing
commitment and dedication of the employees at
all levels, which has been critical for the Company's
success. The Directors look forward to their continued
support in future.

For & on behalf of the Board of Directors

Naveen Jindal

Place: New Delhi Chairman

Date: August 6, 2025 DIN: 00001523