Your Directors have pleasure in presenting the 45^th Directors’ Report on the business and operations of your Company together
with the audited statement of accounts for the financial year ended March 31, 2025. The financial year 2024-25 was marked by
the Company’s strategic execution of expansion initiatives in line with its long-term objectives.

FINANCIAL RESULTS

Your Company’s performance for the financial year ended March 31, 2025 is summarized below:

KEY DEVELOPMENTS DURING THE
YEAR 2024-25:

• SETTING UP A JOINT VENTURE IN INDONESIA

To secure a competitive advantage in terms of faster
execution and assured access to key raw materials,
your Company entered into an agreement for setting up
a stainless steel melt shop (SMS) facility in Indonesia,
for an aggregate consideration of ~INR 715 crores, to
be disbursed in multiple tranches. The SMS facility is
expected to enhance the Company’s melting capacity
from 3 million tonnes per annum (MTPA) to 4.2 MTPA. In
line with this, the Company has acquired a 49% equity
stake in PT Glory Metal Indonesia through its wholly
owned subsidiary in Singapore.

COMMISSIONING OF NICKEL PIG IRON
FACILITY IN INDONESIA

In a step that reflects the long-term vision for raw material
security, your Company commissioned a Nickel Pig Iron
smelter facility in the Halmahera Islands, Indonesia,
eight months ahead of the scheduled timeline. The
commissioning of this facility marks a significant step
toward securing a consistent supply of nickel, a critical
raw material for stainless steel production, thereby
mitigating volatility in global nickel markets.

• ACQUISITION OF CHROMENI STEELS LIMITED

As part of the Company’s long-term strategy to enhance
the share of cold rolled products in its overall product mix,
your Company acquired 100% equity stake in Chromeni
Steels Limited (CSL). The acquisition was executed in two
tranches—initially, a 54% stake was acquired from Evergreat
International Investment Pte Ltd, Singapore, for ~INR 1,340
crores, followed by the acquisition of the remaining 46%
equity stake for ~INR 278 crores, thereby making CSL a wholly
owned subsidiary of the Company with effect from June 15,
2024. The addition of CSL’s cold rolling mill will strengthen
the Company’s presence in the value-added segment and
expand its footprint both in India and international markets.

• DOWNSTREAM CAPACITY EXPANSION

To strengthen the downstream capabilities at the Jajpur
facility and offer enhanced value to both domestic and
export customers, the Board of Directors, at its meeting
held on May 1, 2024, approved a total investment of up to
INR 3,350 crores. This comprises an allocation of ~INR
1,900 crores for expanding downstream processing lines
in alignment with the planned increase in melting capacity,
and ~INR 1,450 crores towards upgrading supporting
infrastructure, including railway siding, sustainability
measures, and renewable energy initiatives. These strategic
investments are aimed at enhancing the Company’s melting
and downstream capacity to 4.2 MTPA.

• ACQUISITION OF ADDITIONAL STAKE IN
IBERJINDAL S.L., A SUBSIDIARY COMPANY
BASED OUT AT SPAIN

Considering the strategic significance of Iberjindal S.L.
(‘Iberjindal’), a Spain-based subsidiary catering to the
European market, your Company acquired the entire 30%
stake held by its joint venture partner, Fagor Industrial,
S.Coop. The acquisition comprised 3,00,000 equity
shares of face value €1 each, purchased at €0.1 per
share, for a total consideration of €30,000. Pursuant to
this acquisition, the Company’s shareholding in Iberjindal
has increased to 95%, thereby enhancing its strategic
control and market presence in the region.

• ACQUISITION OF STAKE IN MYND SOLUTIONS
PRIVATE LIMITED

To empower its MSME and non-MSME vendors with better
access to supply chain financing and support financial
inclusion, your Company acquired a 9.62% stake (including
a 4.65% stake acquired by Jindal Stainless Steelway
Limited, wholly-owned subsidiary) in Mynd Solutions
Private Limited, which operates the TReDS platform
‘M1xchange’, for a total consideration of ~INR 154 crores
through a combination of primary capital and secondary
purchase of shares from the existing shareholders.

This strategic acquisition will further assist the Company
in digitalising financing operations, streamlining
payments, and optimising the working capital cycle,
thereby enhancing overall efficiency across the supply
chain structure.

• DIVESTMENT OF EQUITY STAKE IN JINDAL
COKE LIMITED

In line with the Company’s strategic focus on core business
activities and the Group’s commitment to achieving Net
Zero carbon emissions by 2050, the Company divested
its entire 26% equity stake in Jindal Coke Limited (JCL)
by way of sale to other shareholder and tendering in a
buyback offer by JCL. As a result, JCL ceased to be an
associate of the Company with effect from March 6, 2025.

OPERATIONS

Your Company continued its strong performance in FY 2024-25,
registering steady growth driven by sustained domestic demand
and strategic operational focus. The Special Product Division
(SPD) achieved its highest-ever dispatches, reaffirming the
Company’s emphasis on high-value, specialized stainless-steel
offerings tailored to niche market segments. This performance
was underpinned by strong traction across key sectors such
as Lift & Elevator, White Goods, Metro and Hollowware. The
Company leveraged its strengths in agile operations, efficient
sales and operations planning, and a digitized value chain to
respond effectively to market needs and challenges. Significant
progress was also made in Research & Development, New
Product Development, and Quality Improvement Initiatives,
further enhancing the Company’s ability to deliver innovative,
customer-focused solutions. These efforts reflect Company’s
continued commitment to excellence, resilience, and long-term
value creation.

The performance of the divisions of your Company during the
year is as under:

• Hisar Division:

The Hisar division continued to demonstrate robust
performance during the financial year 2024-25, further
strengthening its position as a key contributor to the
Company’s overall operational excellence. The division
achieved total dispatches of 8,57,582 MT, reflecting
a growth of 3% over the previous financial year. This
consistent upward trajectory was driven by strong
demand across key end-user industries in the domestic
market. The SPD at Hisar Plant delivered its highest-ever
dispatches of 52,805 MT, surpassing previous records
and underscoring the Division’s strategic focus on high-
value, niche stainless steel products.

• Jajpur Division:

The Jajpur division has continued its significant
performance during the financial year 2024-25. Total
dispatches during the year rose near to 1.7 million MT,
a 13% increase from the previous financial year. The
Steel Melting Shop has produced 1.27 million MT during
this year.

The production at Ferro Alloys during the year was
2,65,275 MT against 2,55,100 MT during the previous year.
Captive Power Plant (2X125MW) generated 1,950 million
units (gross) of power as compared to 1,963 million units
in the financial year 2023-24.

• Vizag Division:

The Vizag division produces High Carbon Ferro Chrome
with annual capacity of 40,000 Tons. Vizag division uses
Chrome Ore purchased from Odisha Mining Corporation
Limited/ others and transfer its output to Hisar and Jajpur
Plants of your Company. During the financial year 2024-25,
Vizag division produced 4103.500 MTS from production of
new product ‘Mix Ferro Alloys Metal.’ Further, the division
produced 5582.060 MTS of High Carbon Ferro Chrome for
Hisar Plant and 2818.310 MTS of Mix Ferro Alloys Metal
for Jajpur Plant.

• Mobility Division:

The Mobility division provides essential interior and exterior
components such as handrails, mounting beams, battery
boxes, seats, and converter boxes for metro, suburban,
and intercity trains. The manufacturing operations are
now solely supported by the advanced plant located in
Pathredi. With strong design and production capabilities,
the Company is committed to delivering world-class
quality components.

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 (CE and UKCA Mark) with the incorporation of
austenitic and ferritic grades for stainless steel. This will
ensure the Company’s preference as a certified manufacturer
of stainless steel for construction fields in the European
market. The Company is certified for Pressure Equipment
Directive AD/PED/PESR with austenitic, ferritic, and duplex
grades of stainless steel. Further, the Company is certified
as LR-approved manufacturer for marine application and the
approval from LR as per Marine & Offshore General Conditions.
The Company is also certified as per NORSOK M-650 for 316

& UNS S31803/32205. The Company continues its PEMEX
certification for supplies of its products in the oil and gas sector.
The Company has REACH/RoHS certification for 200, 300, and
400 series stainless steel grades. This includes compliance
with all applicable restricted substances under REACH and
RoHS latest regulations.

Your Company has ISI marks/BIS certification for various
grades of stainless steel including BIS licenses as per IS 5522:
2014 (Stainless steel sheets & strips for Utensils), IS 15997:2012
(Low Nickel Austenitic Stainless Steel and Strip for Utensils and
Kitchen Appliances), IS 6911:2017 (Stainless Steel Plate, Sheet
&Strips specification), IS 9294:1979 (Cold Rolled Stainless Steel
strips for Razor Blades), IS 9516:1980 (Heat Resisting Steel)
and IS 14650:2023 (Unalloyed and Alloyed steel ingot and
semi-finished products for rerolling purposes) enabling us as
preferred stainless-steel manufacturer with BIS license.

Your Company also 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.
This has enabled the Company to sell stainless steel products
in Japan and East Asian countries.

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:
Stable) /A1

Further, below ratings were issued 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
INR 2 per equity share (100%) of face value of INR 2 each. An
interim dividend of INR 1/- per share (50%) was declared in the
month of January, 2025. Final dividend, if approved, shall result
in a total dividend payout of INR 3 per equity share (150%) for
the financial year 2024-25.

The Dividend Distribution Policy is available on the Company’s
website at following link:

https://www.iindalstainless.com/wp-content/uploads/2023/01/

Dividend-Distribution-Policy-Clean.pdf

TRANSFER TO RESERVES

During the year under review, no amount from Profit & Loss
account had been transferred to any reserves of the Company.

SHARE CAPITAL

During the period under review, your Company had allotted
3,35,000 equity shares of face value of INR 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 INR 1,64,75,39,176/- divided into 82,37,69,588
equity shares of face value INR 2/- each.

NON CONVERTIBLE DEBENTURES

During FY 2024-25, in compliance with the terms of issuance
of 3750 nos. of Listed, Rated, Secured, Redeemable Non¬
Convertible Debentures (“NCDs”), the Company partially
redeemed 1875 nos. of NCDs, amounting to INR 187.50 crores,
at par.

Further, the Company changed the terms of existing unsecured
990 NCDs by providing security over its assets, thereby making
it secured.

As on March 31, 2025, the Company has following
outstanding NCDs:

i. 990 NCDs of face value of INR 10 lakh each, aggregating
to INR 99 Crores;

ii. 1,875 NCDs of face value of INR 10 lakh each, aggregating
to INR 187.50 Crores.

No new NCDs have been issued by the Company during
the year.

TRANSFER TO INVESTOR EDUCATION
AND PROTECTION FUND

During the financial year 2024-25, 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 Directors’ Report as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(‘SEBI Listing Regulations’).

INFORMATION TECHNOLOGY &
DIGITIZATION

The financial year 2024-25 was a landmark period for the IT
& Digital Function at your Company marked by significant
progress in digital transformation, cybersecurity, infrastructure
modernization, and employee empowerment. With a clear
vision to align IT with business excellence, function delivered
initiatives that not only strengthened operational efficiency
but also laid the foundation for a more agile and future-
ready organization.

Strengthening Cybersecurity: Embracing Zero
Trust Architecture

The Company took a maior leap forward in securing its digital
assets and information by deploying Zscaler, a globally
acclaimed zero-trust platform. This modern security framework
ensures secure, policy-based access to the internet and
internal applications, significantly enhancing our ability to
detect, prevent, and respond to cyber threats.

The Company has successfully deployed a Threat Intelligence
solution that enables proactive threat detection and real-time
insights into the evolving threat landscape. This empowers
our teams to identify, monitor, and respond to threats more
effectively, reducing our exposure to emerging risks.

Additionally, the Company is actively driving efforts to build
a cyber-aware culture across the organization. Through
targeted awareness programs, ongoing learning initiatives,
and regular communication, a mind-set is being fostered where
cybersecurity is regarded as a shared responsibility.

Enabling Smart Manufacturing: PPDS-MES

In the ongoing journey towards digital manufacturing
excellence, FY 2024-25 marked a significant milestone with
the go-live of the MES system at the Hisar plant, as part of the
integrated PPDS-MES rollout. This initiative, conceptualized
last year, aims to address the inherent complexity of stainless
steel production-ranging from dynamic demand patterns and
raw material constraints to campaign-based production and
long lead times.

By transitioning from fragmented offline processes to a fully
integrated digital ecosystem, the Company has enabled
real-time synchronization between production planning,
scheduling, and execution. The Hisar deployment represents
the first operational leg of this ambitious transformation and
is already unlocking improvements in visibility, cost efficiency,
and throughput. The MES layer, equipped with user-friendly
interfaces, built-in controls, and advanced analytics, empowers
shop floor teams with actionable insights and real-time
production tracking.

Looking ahead, the next phases of this program are poised
for rollout in the upcoming fiscal year, expanding this smart
manufacturing paradigm across Company’s operations. This is
more than a system deployment-it is a cultural shift towards
data-driven, agile manufacturing that aligns technology with
business excellence.

Digital Transformation: Smart Factory 4.0

Simultaneously, SmartFactory4.0 - Release 1 was introduced
at the SMS unit of Jajpur Plant. This plant digitalization program
being delivered phase-wise, focuses on generating data driven
insights for business to perform better.

The first phase consists of:

• Plant control tower - providing real-time visibility of the
operations and analytics on operation and process data to
improve business KPIs.

• Digital shop floor - Elimination of paper trails on the shop
floor for data integrity, historization of data for analysis and
boosting plant-level productivity.

These two initiatives are pivotal in driving digital manufacturing
and Industry 4.0 practices across JSL.

Data-Driven Decision-Making: Intelligent Analytics
in Logistics

The Company deployed advanced analytics and reporting
tools to revolutionize logistics management. This data-driven
approach enabled smarter, faster decision-making and
unlocked new opportunities for process optimization and
cost reduction.

Governance and Compliance: GRC Implementation

A major milestone in the compliance journey was the
implementation of the SAP GRC module, which has fortified
internal control mechanisms, enhanced transparency,
and reinforced JSL’s commitment to best-in-class
governance practices.

Enhancing SAP Capabilities: Expanding the Digital
Core

The SAP landscape grew significantly with the rollout of modules
such as Transportation Management (TM), Vendor Invoice
Management (VIM), Vistex, and Ariba. These systems have
driven measurable improvements in procurement, logistics,
and financial operations. At the Jajpur plant, paperless logistics
were successfully implemented across inbound, outbound, and
reservations—paving the way for sustainable digital processes.

With a clear focus on embracing emerging technologies and
advancing the digital transformation journey, goal remains
clear—to drive innovation, ensure resilience, and deliver
business value at every step.

SUBSIDIARY AND ASSOCIATE
COMPANIES

As on March 31, 2025, the Company has 19 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 have been
prepared and forms part of the Annual 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. Further, Jindal Coke Limited ceased to
be an associate of the Company consequent to divestment
of entire equity stake held by the Company with effect from
March 6, 2025.

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/.

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.iindalstainless.com/wp-content/uploads/2023/01/

Policy-on-Material-Subsidiaries.pdf

The Company does not have any Material Subsidiary company
as on 31^st March, 2025.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Retirement by Rotation

In accordance with the provisions of Section 152 of the
Act, Mr. Jagmohan Sood, Wholetime Director & COO (DIN:
08121814) 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. Jagmohan Sood,
Wholetime Director & COO being liable to retire at the ensuing
AGM 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. Consequent to the State Bank of India (SBI), waiving the
requirement for the appointment of a Nominee Director
on the Company’s Board, Mr. Parveen Kumar Malhotra
(DIN: 03494232), the Nominee Director representing SBI,
ceased to be the Director of the Company with effect from
close of business hours of 24^th January, 2025.

B. Mr. Anurag Mantri decided to pursue professional
opportunities outside the Company and resigned from
the position of Executive Director & Group CFO, effective
from the close of business hours on April 04, 2025.

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 Companies Act, 2013.

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/2023/01/

Policv-on-Familiarisation-Programme.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 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 March 31,2025, apart from AGM
of the Company held on 10^th September, 2024, the Company
had sought approval of the shareholders through the following
Extra-Ordinary General Meeting / Postal Ballot:

a. Extra-Ordinary General Meeting on 26^th August, 2024
for seeking approval of the shareholders for (i) Raising of
funds through issue of eligible securities and/ or equity
shares of INR 2 each of the Company.

b. Postal Ballot notice dated 29^th January, 2025, for seeking
approval of the shareholders for (i). Entering into material
related party transactions with JSL Global Commodities
Pte. Ltd. for the financial year 2025-26; (ii) Entering into
material related party transactions with Prime Stainless,
DMCC for the financial year 2025-26. (iii) Entering into
material related party transactions between Sungai
Lestari Investment Pte Ltd, a wholly-owned subsidiary
company and PT Cosan Metal Industry, a related party
for the financial year 2025-26. (iv) Entering into material
related party transactions between Jindal Stainless FZE
Dubai, a wholly-owned subsidiary company and PT Cosan
Metal Industry, a related party for the financial year 2025¬
26; (v) payment of commission to Independent Directors of
the Company. The aforesaid matters were duly approved
by the shareholders of the Company on 20^th March,
2025 and the result of postal ballot was declared on 21^st
March, 2025.

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) 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.

The statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) & (3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure
forming part of this Report. Having regard to the provisions
of the second proviso to Section 136(1) of the Act, the 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 42^nd AGM of the Company held on 30^th September, 2022,
for a period of five consecutive years until the conclusion of the
47^th AGM of the Company.

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 2025-26.

The remuneration payable to the Cost Auditors for the financial
year 2025-26, 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, upon the recommendation of the Audit
Committee, had appointed M/s Vinod Kothari & Company,
Practicing Company Secretaries, to conduct Secretarial
Audit of the Company for the financial year 2024-25. In
terms of Regulation 24A of the SEBI Listing Regulations, the
Secretarial Audit Report for the financial year ended March
31, 2025 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
March 31, 2025 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 www.
jindalstainless.com

The Board of Directors at their meeting held on May 08,
2025, upon the recommendation of Audit Committee, has
appointed M/s Vinod Kothari & Company, Practicing Company
Secretaries, as Secretarial Auditor, for conducting Secretarial
Audit of the Company for a first term of five consecutive years
commencing from financial year 2025-26. The appointment
as approved by the Board, shall be placed for approval by
members at the ensuing AGM in terms of Regulation 24A of
SEBI Listing Regulations.

RISK MANAGEMENT

The Board of Directors had constituted a Risk Management
Committee. The details pertaining to Composition of the Risk
Management Committee along with the details of meeting(s)
held during the financial year under review and attendance
of committee members are mentioned in the Corporate
Governance Report which forms part of this Annual Report.
The Committee has framed a Risk Management Policy which,
inter alia, covers monitoring of the risk management plan,
identification of emerging risks, and review of mitigation
strategies. The Board does not foresee any immediate risk
which threatens the existence of the Company.

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 2024-25 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 and the
like. Your Company carries out the social development inter-
alia through Jindal Stainless Foundation, OP Jindal Charitable
Trust and the Corporate Social Responsibility (‘CSR’) team of
JSL. In terms of the provisions of the Section 135 of the Act,
the Company has a CSR Committee of the Board of Directors
of the Company with the below mentioned composition as on
31^st March 2025:

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
2024-25 and the same was approved by the Board of Directors
of the Company.

The CSR Proiects for the financial year 2024-25 approved by
the Board of Directors of the Company are available on the
link: https://www.iindalstainless.com/corporate-governance/

The disclosure as per Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is annexed herewith
as “Annexure-IV” to this Annual 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 Annual Report.

ENVIRONMENT, SOCIAL & GOVERNANCE
(ESG)

As a leading stainless-steel manufacturer, the Company
maintains an unwavering commitment to sustainability
principles through a comprehensive sustainability framework.
The Company is dedicated to advancing low-carbon steel
production by implementing innovative technologies and
processes designed to minimize carbon emissions across
all operational segments. During FY 2024-25, your Company
initiated a transformative ESG journey through the launch
of Proiect Samanvay 2.0, establishing sustainability as a
fundamental pillar of its growth strategy and long-term vision.
The Company is developing a robust ESG framework that
aligns with the long-term business obiectives and stakeholder
value creation initiatives encompassing the integration
of sustainability principles across all operational facets.
This proiect includes the development of a comprehensive
ESG roadmap featuring environmental and social risk
assessments for decarbonization roadmap development,
water risk assessment, waste management, human rights
risk assessment, supply chain sustainability assessment,
ESG KPIs monitoring systems, multi-tiered ESG governance
structures and implementation across organization through
trainings, communication programmes and strategic
digitalization initiatives.

Through its active membership in Responsible Steel, the
Company upholds stringent standards for steel production,
ensuring transparency, accountability, and ethical practices
across all operations.

Environmental Stewardship

Climate Action, Energy and Net Zero Progress - JSL is

advancing toward its Net Zero emissions goal by 2050, with
a strategic focus on renewable energy expansion. In FY 2024¬
25, the Company through its wholly-owned subsidiary, JSL
Super Steel Limited signed an 11 MWp Power Purchase
Agreement with Sunsure Energy for its facility, aiming to
replace 40% of its conventional energy with clean power. At
the Jaipur facility, a pioneering solar energy proiect with a
total capacity 30 MWp - including 7.3 MWp floating solar and
23.02 MWp rooftop solar was successfully commissioned. JSL
also conducted its first climate risk assessment in line with
Task Force on Climate-Related Financial Disclosures (TCFD)
recommendations, strengthening its climate resilience strategy.
The Company remains on track to submit and validate its
science-based Net Zero targets through the Science Based
Targets initiative (SBTi) by reinforcing its long-term commitment
to a low-carbon future.

CBAM & Product Sustainability - JSL has been fully compliant
with the quarterly CBAM reporting requirements, covering all the
exported product grades from its manufacturing facilities. The
Company has also conducted Product Carbon Footprint (PCF)
studies for 12 grades and developing Environmental Product
Declarations (EPDs) for four key product categories - austenitic
and ferritic hot-rolled and cold-rolled coils. 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.

Biodiversity - JSL recently launched its inaugural Task Force
on Nature Related Financial Disclosures (TNFD) Report,
aligning disclosure with TNFD guidelines. The report embeds
governance, strategy, risk, and metrics to assess and manage
biodiversity dependencies and impacts at Jajpur, Hisar, and
Vizag units. Leveraging tools such as ENCORE and WWF’s
Biodiversity Risk Filter, in-depth risk assessments were
conducted and Biodiversity Management Plans (BMPs)
implemented, aimed at achieving a “No Net Loss” outcome.
Community engagement, mitigation hierarchies, and transparent
disclosure practices reflect the commitment to nature-positive
outcomes and long term ecosystem stewardship.

Social Responsibility

Employee well-being - JSL has reinforced a people-centric
culture through robust initiatives spanning diversity, equity
& inclusion (DEI), learning & development (L&D), retention,
compensation and total rewards. Recruitment combines
experienced hires with fresh campus talent, supported by
a competency-based process and active employee referral
schemes. DEI efforts foster inclusivity through cultural
events, Women’s Day celebrations, and targeted programs
enhancing women’s participation and leadership. JSL has been
strengthened its employee well-being programs with a holistic
focus on mental, physical, and safety dimensions. JSL has
been conducting weekly “Utthaan” virtual sessions for 2 years
- delivered by mental health professionals-to support emotional
well-being. Additionally, thorough quarterly occupational health
check-ups and periodic specialty and super-specialty health
services are provided to all workers. Employee satisfaction
surveys and feedback mechanisms, ensure continuous
engagement and enhancements towards workforce needs.

Human Rights - JSL upholds human rights through a strategic
policy framework aligned with international standards like the
UN Guiding Principles, ILO conventions, etc. covering core
themes such as forced labour, child labour, discrimination,
freedom of association, grievance mechanism and safe
working conditions. In FY 2024-25, the Company conducted
internal 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. All permanent and contractual
employees completed human rights training, achieving 100%
coverage. Additionally, JSL’s Supplier Code of Conduct

integrates human rights expectations into business agreements,
and mechanisms are in place to address concerns.

Occupational Health & Safety - JSL has strong safety
governance aligned with ISO 45001:2018, supported by its
“No Harm” philosophy and the 4 E approach - Engineering
controls, Education, Encouragement, and Enforcement. Risk
identification and mitigation are established via structured
HIRA, HAZOP studies, Job Safety Analysis, toolbox talks, and
a stringent work-permit system, with performances reviewed
quarterly at the Board level. Proactive health monitoring
includes spirometry and audiometry for at-risk workers,
alongside periodical medical exams. Jindal Stainless, Hisar unit
has received the prestigious five star rating from the British
Safety Council for exemplary occupational safety practices.
JSL, Jajpur also received the International Safety Award in the
Merit Category by the British Safety Council.

Governance Leadership

Double Materiality Assessment - The Company has
strengthened its ESG governance framework by conducting
a comprehensive Double Materiality Assessment (DMA).
The Company has identified 15 material topics from sector¬
relevant issues derived from established standards including
GRI, IFRS, and peer benchmarking analysis. This involved
structured interviews and surveys with senior leadership and
comprehensive stakeholder engagement, with each topic
assessed for both financial and impact materiality using a
scoring scale aligned with the Company’s Enterprise Risk
Management system. The detailed methodology, stakeholder
engagement outcomes, and comprehensive results of this
materiality assessment are presented in the dedicated ESG
section of this report.

Sustainable Supply Chain - The Company has developed a
Sustainable Supply Chain Assessment Framework aimed at
enabling the identification of critical suppliers based on ESG
risk factors and business impact. A structured due diligence
process has been initiated to evaluate supplier practices,
followed by collaborative engagement to address the identified
gaps. The Company plans to work closely with these suppliers
to implement Corrective and Preventive Action (CAPA) plans,
supported by clearly defined timelines and milestones. This
phase-wise approach will ensure continuous improvement with
broader ESG goals, while also reinforcing responsible sourcing
and long-term value creation throughout the supply chain.

Policy Enhancements - In alignment with leading ESG
frameworks, the Company has conducted a detailed gap
assessment of its corporate policies and systems. This
exercise helped identify areas requiring policy enhancements
to meet global sustainability and governance expectations. As
a result, JSL updated key policies and introduced new ones
across critical domains, including Water Management, DEI
Human Rights, Information Security, and Energy Management.
Additionally, targeted stakeholder engagement and awareness
initiatives were rolled out to build internal alignment and
capacity. These actions reinforce JSL’s commitment to
responsible business conduct and sustainable value creation.

ESG Ratings recognition

JSL has demonstrated exceptional progress in ESG
performance, as evidenced by significant improvements
across multiple rating platforms. The Company achieved a
remarkable 71% enhancement in its S&P Global Corporate
Sustainability Assessment (CSA) score (60/100), marking
substantial advancement in DJSI recognition. Our commitment
to sustainable practices has been further validated through
EcoVadis bronze rating with a score of 61/100, acknowledging
our dedication to responsible business operations. In our
inaugural participation in the Carbon Disclosure Project
(CDP), JSL secured a ‘B’ rating, positioning the Company
within the Management band and demonstrating our proactive
approach to climate-related disclosures and environmental
stewardship. Additionally, MSCI has assigned a ‘BB’ rating to
JSL, reflecting our balanced methodology in managing ESG
risks and opportunities. The Company’s comprehensive ESG
performance is further reinforced across diverse evaluation
platforms for the previous year’s performance reporting:
CRISIL rated JSL at 57/100 (Adequate), CSRHub provided
a strong rating of 80/100 (High), and ESGRisk.ai scored
the Company at 64.2/100 (Strong). These multi-platform
recognitions underscore JSL’s systematic approach to ESG
integration and our commitment to continuous improvement
in sustainability metrics.

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-VI 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 2024-25, the Company received a total of five
complaints under the POSH Policy. Of these, three were
resolved/disposed off during the financial year while two were
subsequently resolved on April 30, 2025.

STOCK EXCHANGES WHERE THE
SECURITIES ARE LISTED

The Company pays annual listing fees to NSE and BSE. No
shares of your Company were delisted during the financial year
2024-25.

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 7 (seven) times during the financial
year ended on March 31, 2025. The details of Board Meetings
and the attendance of the Directors are provided in the Corporate
Governance Report forming part of this Annual 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 genuine 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 that were entered and executed
during the year under review were at arms’ length basis.
As per the provisions of Section 188 of the Act and 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.

Particulars of contracts or arrangements entered into by your
Company with the related parties referred to in Section 188(1)
of the Act, in prescribed form AOC-2, is annexed herewith as
Annexure-V to this Report.

Your Directors draw attention of the members to notes to
the financial statements which inter-alia set out related party
disclosures. The policy 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.iindalstainless.com/wp-content/uploads/2025/05/

Related-Partv-Policv-Clean-V1-Final.pdf

In terms of Regulation 23 of the SEBI Listing Regulations, the
shareholders of the Company approved to enter into material
related party transactions during the financial year 2025-26 by
way of postal ballot for which the result was declared on 21^st
March, 2025.

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, 2025, the Company had
allotted 3,35,000 equity shares of face value of INR 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 2024-25, 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 www.jindalstainless.com

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 March 31, 2025.

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 of your Company 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, 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 2024-25, 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, 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 March 31, 2025 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 ESOS 2023 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 any Whole-time 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.

For and on behalf of the Board of Directors

Sd/- Sd/-

Abhyuday Jindal Tarun Kumar Khulbe

Date: May 08, 2025 Managing Director CEO & Wholetime Director

Place: New Delhi DIN: 07290474 DIN: 07302532