Jindal Stainless Ltd

TO

THE MEMBERS,

Your Directors have pleasure in presenting the 45th 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.

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

(INR in crore)

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.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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.

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)

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

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

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.

During FY 2024-25, in compliance with the terms of issuance of 3750 nos. of Listed, Rated, Secured, Redeemable NonConvertible 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.

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 forms part of the Directors' Report as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations').

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.

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.

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.

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.

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.

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.

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.

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 31st March, 2025.

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.

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 24th 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.

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.

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 NonIndependent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

During the financial year ended March 31,2025, apart from AGM of the Company held on 10th 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 26th 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 29th 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 202526; (v) payment of commission to Independent Directors of the Company. The aforesaid matters were duly approved by the shareholders of the Company on 20th March, 2025 and the result of postal ballot was declared on 21st March, 2025.

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.

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.

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.

M/s Walker Chandiok & Co. LLP, Chartered Accountants and M/s. Lodha & Co., LLP, Chartered Accountants were appointed as the Joint Statutory Auditors of the Company by the members at the 42nd AGM of the Company held on 30th September, 2022, for a period of five consecutive years until the conclusion of the 47th AGM of the Company.

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.

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.

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.

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.

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.

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.

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 31st 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.

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.

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 202425, 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.

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.

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 sectorrelevant 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.

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.

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.

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.

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.

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/.

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.

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

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.

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 21st 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.

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

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

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

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

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.

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.

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.

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.

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.

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.

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.