Dear Members,
The Board of Directors are pleased to present the Company's 47th
Annual Report and the Company's audited financial statements (Standalone &
Consolidated) for the Financial Year ended March 31, 2026.
FINANCIAL RESULTS
The Company's financial results for the year ended March 31, 2026,
are summarized below:
|
Standalone |
Consolidated |
Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Total Income |
54,320.20 |
48,932.41 |
53,553.14 |
49,932.48 |
| EBITDA |
8,468.45 |
8,938.85 |
9,659.53 |
9,494.19 |
| Depreciation & Amortisation Expenses |
2,382.62 |
2,272.49 |
3,171.45 |
2,767.55 |
| Finance Costs (Net) |
772.76 |
620.02 |
1,516.64 |
1,312.08 |
Profit/ (Loss) before tax, exceptional
items and operations associateprofit/lossfrom continuing |
5,610.13 |
6,160.72 |
5,299.66 |
5,582.07 |
| Share in loss of associates (Net of Tax) |
- |
- |
(15.13) |
(9.07) |
| Exceptional Items (Net) |
(1,470.16) |
(1,313.64) |
(871.38) |
(1,229.45) |
Profit/ (Loss) before tax after
exceptional items and associate profit/loss from continuing operations |
4,139.97 |
4,847.08 |
4,413.15 |
4,343.55 |
| Less: Provision of tax |
1,066.35 |
1,225.90 |
1,052.28 |
1,497.87 |
Profit/ (Loss) profit/loss aftertax and
associate |
3,073.62 |
3,621.18 |
3,360.87 |
2,845.68 |
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
There have been no material change(s) and financial
commitment(s)affectingthe position of the fi Companybetweentheendofthe year of the
Company i.e., March 31, 2026, and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business fi
oftheCompanyduringthe year ended on March 31, 2026.
OPERATIONAL HIGHLIGHTS
In FY 2025-26, the global steel industry faced challenges due to
continued geopolitical tensions across various geographies including the Iran-Israel-US
conflicts at the end of FY 2025-26. Domestic steel demand remained subdued amid challenges
in the property sector, while infrastructure and manufacturing activities provided partial
support. Higher exports balanced the demand-supply equation but continued impacting the
global and Indian steel prices. Tariff/ non-tariff barriers by the different countries
continued to stem the inflow of surplus steel from China in their economies, including
India where safeguard duty on import of certain steel products is continuing till April
financial 2028.
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 9.25 MT up 14% from 8.12
MT in FY 2024-25 while sales at 8.68 MT was up 9% from
7.97 MT as against previous year.
Gross revenues were up 8% at C 62,412 crore on YoY basis, primarily on
account of higher sales. Share of domestic sales remained flattish during FY 2025-26. The
company achieved consolidated EBITDA of C 9,659.53 crore higher by 2% YoY attributed
majorly due to higher sales partly lowered by higher costs and lower realization.
Consolidated net profit for the year stood at
C 3,361 crore in FY 2025-26. This was after recording exceptional
provision of C 871 crore.
Overall, the performance during FY 2025-26 demonstrates the Company's
strong business fundamentals, resilient operating model, and commitment to sustainable
growth. Jindal Steel Limited remains focused on enhancing stakeholder value through
continued operational excellence, prudent financial management, strategic investments, and
responsible corporate governance while pursuing its long-term growth objectives.
DIVIDEND
The Board of Directors of your Company is pleased to recommend a Final
Dividend of C 2/ – per equity share of face value C 1/ eachforthe year ended
March 31, 2026.
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.in.
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 year
ended March 31, 2026.
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
During FY 2025-26, there was no change in credit rating for the long
term debt facilities and short term debt facilities. Your Company's domestic credit
ratings, as on March 31, 2026, were as follows:
Rating Agencies |
Long – term debt facilities |
Short-term debt facilities |
Credit Analysis & Research
Ltd. ("CARE") |
AA, Stable |
A1(+) |
| ICRA Limited ("ICRA") |
AA, Stable |
A1(+) |
Further, the rating for Non-Convertible Debentures of C5,000 crores was
AA, Stable from CARE & ICRA both. However, after the closure of FY 2025-26, CARE, has
upgraded the credit rating assigned to the Company's Long-Term Bank Facilities from
"CARE AA; Stable" to "CARE
AA+; Stable", while reaffirming the rating of "CARE A1+"
assigned to the Company's Short Term Bank Facilities. Further, CARE has also upgraded
the credit rating assigned to the Company's Non-Convertible Debentures of C5,000
crores from "CARE AA; Stable" to "CARE AA+; Stable".
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, the Listing Regulations
and Ind AS, the audited consolidated financialstatementsareprovidedintheAnnualReport.
SHARE CAPITAL
The Company's Authorised Share capital during the financial year
ended March 31, 2026, remained at C 300,00,00,000/ – (Rupees Three Hundred Crore
only) consisting of 200,00,00,000 (Two Hundred Crore) equity shares of C 1/ – (Rupee
One only) each and 1,00,00,000 (One Crore) Preference Shares of C 100/ – (Rupees One
Hundred only) each.
The Company's paid-up equity share capital remained at C
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 C 1/ – (Rupee One only) whereas the paid-up preference
share capital of the Company for the financial year ending March 31, 2026, was Nil.
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.
CHANGE IN THE OBJECT CLAUSE OF THE COMPANY
During the year, Pursuant to the provisions of Sections 4 and 13 and
other applicable provisions of the Act, read with the Companies (Incorporation) Rules,
2014, the Members of the Company approved, by way of a Special Resolution passed through
Postal Ballot on November 22, 2025, the amendment of Clause III(A) of the MOA by insertion
of sub-clause 7 after sub-clause 6 to facilitate broader participation in national
Research
& Development initiatives on green technologies, including capacity
building for Carbon Capture, Utilization and Storage ("CCUS") and
decarbonization research along with commercialization and dissemination of intellectual
property and participation in Science & Technology programs promoted by the Government
of India in broader societal interest.
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 Employee
Benefit Scheme-2022.
The Nomination and Remuneration Committee ("NRC") of the
Board monitors the implementation of the above scheme, which are in compliance with the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations").
The relevant disclosures pursuant to the SEBI SBEB Regulations, as on
March 31, 2026, are available on the website of the Company at www.jindalsteel.in .
A certificate from M/s RSMV & Co., Company Secretaries,
New Delhi (CP No. 11571), Secretarial Auditors, with respect to
implementation of JSPL ESPS-2013, JSPL ESPS-2018, JSPL
ESOPScheme-2017and Jindal Steel EmployeeBenefit
Scheme-2022 can be available on the website of the Company at
www.jindalsteel.in
NON-CONVERTIBLE DEBENTURES
There were no outstanding Non-Convertible Debentures as on March 31,
2026.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all Related Party Transactions
("RPTs") entered into by the Company were approved by the Audit Committee and
were undertaken on an arm's length basis and in the ordinary course of business.
Prior omnibus approval of Audit Committee is obtained for related party transactions of a
repetitive nature entered into in the ordinary course of business and on an arm's
length basis.
Regulation 23(4) of the Listing Regulations states that all Material
Related Party Transaction ("MRPTs") as provided under proviso to the Regulation
23(1) of the Listing Regulations 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 of the Members to enter into MRPTs with Nalwa Steel and Power Limited, Jindal Saw
Limited, Jindal Global Trading DMCC (formerly known as Vulcan Commodities DMCC), and
transactions between Jindal Steel Odisha Limited and Nalwa Special Steel Limited. All such
related party transactions were in compliance with the applicable provisions of Listing
Regulations, as amended.
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 FY 2025-26 and
hence does not form part of this report.
The Policy on Related Party Transactions of the Company can be accessed
on the Company's website at www. jindalsteel.in.
Details of related party transactions entered into by the Company, in
terms of Ind AS 24 and the Listing Regulations, are 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
186oftheAct,arefurnishedinthefinancial 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 FY 2025-26 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 ofeachof the subsidiaries have been uploaded on the website of your Company at
www.jindalsteel.in.
Your Company has framed a policy for determining "Material
Subsidiary" in terms of Regulation 16(c) of Listing Regulations. The policy can be
accessed on the website of the Company at: www.jindalsteel.in.
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, makes corporate governance more effective, enhances the quality of
decision-making, ensures sustainable development and enhances 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.in.
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 memberoftheCompany'sBoard.Dr.BhaskarChatterjee, 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.
Based on the recommendation of the NRC, the Board of Directors, at its
meeting held on October 4, 2025, approved the appointment of Mr. Parimal Rai as an
Additional Director in the category of Non-Executive Independent Director of the Company
for a period of 4 (four) consecutive years with effect from October 4, 2025, not liable to
retire by rotation, subject to the approval of the members. The appointment of Mr. Parimal
Rai as Non-Executive Independent Director was subsequently approved by the Members of the
Company through Postal Ballot on November 22, 2025.
Further, based on the recommendation of the NRC, the Board of
Directors, at its meeting held on March 27, 2026, approved the appointment of Mr.
Debojyoti Roy as an Additional Director and Whole-time Director of the
Company for term of three (3) years with effect from March 27, 2026,
subject to the approval of members. The appointment of Mr. Debojyoti Roy as Director and
Whole-time Director was subsequently approved by the Members of the Company through Postal
Ballot on June 18, 2026.
Based on the recommendation of NRC and subject to the approval of the
members of the Company, the Board of Directors at its meeting held on March 27, 2026, have
re-appointed Mr. Damodar Mittal, Whole-time Director of the Company, for a further term of
three (3) years with effect from March 28, 2026. The re-appointment of Mr. Damodar Mittal
as Whole-time Director was subsequently approved by the Members of the Company through
Postal Ballot on June 18, 2026. Mr. Sabyasachi Bandyopadhyay ceased to be a Whole-time
Director of the Company with effect from the close of business hours on March 27, 2026,
upon completion of his tenure and stepped down from the Directorship of the Company.
However, after the closure of FY 2025-26, based on recommendation of
NRC, the Board of Directors in their meeting held on July 24, 2026, have approved the
appointment of Mr. Vidya Rattan Sharma as Additional Director and Managing Director of the
Company for a term of two years with effect from July 24, 2026 and recommends his
appointment as a Director and Managing Director of the Company to the members at the
ensuing AGM for their approval.
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. Naveen Jindal, 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. Naveen Jindal, as Director
of the Company.
The particulars in respect of Mr. Naveen Jindal and Mr. Vidya Rattan
Sharma, 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. Gautam Malhotra was appointed as the
Chief Executive Officer and Key
Managerial Personnel of the Company with effect from October 28, 2025.
Mr. Gautam Malhotra is not in service with effect from close of
business hours on July 15, 2026.
Mr. Mayank Gupta, Chief Financial Officer resigned with effect from
July 15, 2025. Subsequently, Mr. Sunil
Agrawal, overseeing Finance function of the Company, was appointed as
interim Chief Financial Officer of the
Company w.e.f. October 4, 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. Mr. Rahul Arora, was appointed as interim Company Secretary
and Compliance officer w.e.f. September 20, 2025.
However, after the closure of FY 2025-26, Mr. Sandeep
Modi was appointed as Chief Financial Officer of the
Company with effect from July 24, 2026. Further, Upon the appointment
of Mr. Sandeep Modi as the Chief
Financial Officer of the Company, Mr. Sunil Agrawal, who was currently
serving in this position in interim capacity, stepped down from the position of Interim
Chief Financial Officer but continued overseeing the
Finance function of the Company.
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 issatisfiedoftheintegrity,expertise, and experience (including proficiency,
intermsofSection150(1)of the
Act and applicable rules thereunder) of all Independent Directors on
the Board. Further, in terms of Section 150 of the Act 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 9 (Nine) 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 can be accessed at: www.jindalsteel.in. During the year under review, there
has been no change in 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
M/s 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 42nd AGM till the conclusion of 47th
AGM of the Company. The second term of Lodha & Co. LLP, Chartered Accountants, shall
expire on the conclusion of 47th AGM of the Company. The Board places on record
its sincere appreciation for the services rendered by M/s Lodha & Co. LLP, Chartered
Accountants during their tenure as Statutory Auditors of the Company.
In order to ensure smooth transition and handover and In terms of
Section 139 of the Act read with rules made thereunder, the Audit Committee of the Board,
afterassessing thequalificationsand experienceof
M/s S S Kothari Mehta & Co. LLP (Firm Registration No.
000765N/N500441), recommended their appointment as the Statutory
Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of
the ensuing 47th AGM of the Company till the conclusion of 52nd AGM
of the Company.
The Board of Directors, on the recommendation of the Audit Committee,
recommended the appointment of M/s S S Kothari Mehta & Co. LLP (Firm Registration No.
000765N/N500441) as the Statutory Auditors for the approval of the members of the Company,
for first term of 5 consecutive years, to hold the office from the conclusion of 47th
AGM of the Company till the conclusion of 52nd AGM of the Company.
The Company has received written consent and certificate(s) of
eligibility and other relevant documents in accordance with Sections 139, 141 of the Act
from M/s S S Kothari Mehta & Co. LLP (Firm Registration No. 000765N/N500441) to
the effect that their appointment, if made, will be in accordance with the limits under
the Act and they satisfy the criteria with respect to their eligibility, provided in
Section 141 of the Act read with rules made thereunder.
STATUTORY AUDITOR'S REPORT
The Statutory Auditors have issued an unmodified opinion on the
Company's Financial Statements for the financial year ended March 31, 2026 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
During the year under review, the members approved the appointment of
M/s RSMV & Co., Company Secretaries, New Delhi as Secretarial Auditors of the
Company for a first term of 5 (five) consecutive years commencing from
the FY 2025-26 to FY 2029-30. 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.
The Secretarial Audit Reports issued by M/s RSMV & Co., Company
Secretaries, New Delhi, in respect of the Company as well as Jindal Steel Odisha Limited,
are annexed herewith as Annexure – B to this Report.
COST RECORDS
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 2026-27, subject to ratification of their remuneration by the Shareholders
of the Company in the 47th AGM of the Company.
Accordingly, an appropriate resolution seeking ratification of the
remuneration for the financial year
2026-27 of M/s Shome & Banerjee, Cost Auditors, is included in the
Notice convening the 47th AGM of the Company.
RISK MANAGEMENT
The Company maintains a robust Enterprise Risk Management framework
that identifies, assesses, prioritises, and responds to the business risks and
opportunities that could affect its performance, people, assets, and stakeholders. Aligned
with globally recognised standards such as ISO 31000 and with applicable regulatory
requirements, the framework is embedded within the Company's strategy and day-to-day
decision-making. Risk governance operates through a three-tier structure: business units
and risk owners manage risks as the first line; the Chief Risk Officer and a
management-level Risk Council provide the framework and review; and the Board, through its
Risk Management Committee, provides oversight. Risks are reviewed for changes in their
nature and extent since the previous assessment, monitored against defined indicators, and
addressed through mitigation plans, with material risks reported to the Committee. The
principal risks span market and commodity-price volatility, regulatory and compliance
matters, operational reliability and safety, financial risks, technology and
cybersecurity, supply-chain disruptions, execution of expansion projects, and
environmental, social, and governance factors. These are managed through product and
sourcing diversification, operational and cost excellence, disciplined capital allocation
and hedging, robust compliance and controls systems, decarbonisation and safety
initiatives, and constructive stakeholder engagement — enabling the Company to
protect value and pursue sustainable growth.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequateinternalfinancial controls with
reference to financial statements and financial suchinternal controls are operating
effectively.
Your Company has adopted policies and procedures for ensuring the
orderly and efficient conductofits sufficient 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.in.
The Annual Report on the CSR activities for the Financial Year 2025-26
is annexed herewith as Annexure – C to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material orders have been passed by the Regulators,
Courts or Tribunals impacting 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) in the preparation of the annual accounts for the year ended March 31, 2026, the
applicable accounting standards and Schedule III to the Act, have been followed and there
are no material departures from the same; (b) the 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,
2026 and of the profit of the Company for the year ended on that date;
(c) theDirectorshavetakenproperand 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-7forthefinancial year ended March 31, 2026
has been uploaded on the website of the Company i.e. www.jindalsteel.in.
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 FY 2025-26 and a certificate issued by M/s 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.in.
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 included designated independent
member(s) to redress complaints regarding sexual harassment.
The details pertaining to complaints received on matters pertaining to
sexual harassment during the FY 2025-26, are as below: (a) number of complaints of sexual
harassment received in the year: 14 (b) number of complaints disposed of during the year:
14 (c) number of complaints pending for more than ninety days: Nil
DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There was no application made by the Company initiating insolvency
proceedings against any other 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
theMaternityBenefitAct,1961andrulesmadethereunder.
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 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.
ACKNOWLEDGEMENT
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 cooperation 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 and on behalf of the |
Board of Directors |
|
Naveen Jindal |
| Place: New Delhi |
Chairman |
| Date: July 24, 2026 |
DIN: 00001523 |
|