Your Directors are pleased to present the 40^th Annual Report (Integrated) on the business and operations of the Company and the audited
financial statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial performance
for the year under review (standalone and consolidated) alongwith previous year's figures are given hereunder -

(? in Lakhs)

2. REVIEW OF OPERATIONS

The financial year 2024-25 has shown a decrease in production
and sales volumes as compared to previous financial year. The
total pipe production (including pig iron) during 2024-25 was
~ 17,04,013 MT (including ~ 80,512 MT pipes produced on job
work) as compared to ~ 17,39,795 MT (including ~ 90,309 MT
pipes produced on job work) during 2023-24. The annual pellet
production during 2024-25 was ' 16.50 lakhs MT as compared
to ' 15.37 lakhs MT during 2023-24. During financial year
2024-25, the Company has sold (including pig iron) ~ 16,97,577
MT (including ~ 77,466 MT pipes on job work) as compared to
17,16,338 MT (including ~ 86,259 MT pipes on job work ) during
2023-24.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company
during the financial year ended 31^st March, 2025.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated
under Regulation 34 of SEBI Listing Regulations forming part
of this report has been given under separate section.

5. DIVIDEND

The Board has, subject to the approval of Members at the
ensuing annual general meeting, recommended a dividend @
' 2/- per equity share of face value of ' 1/- per equity share
(i.e.200%) for the year ended March 31, 2025.

6. DIVIDEND DISTRIBUTION POLICY

Your Company has a Dividend Distribution Policy, in
compliance with the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations).
The Policy is available on the Company's website: https://
www.jindalsaw.com/pdf/Dividend-Distribution-Policy.pdf. In
terms of the Policy, equity shareholders of the Company may
expect dividend if the Company has surplus funds after taking
into consideration relevant internal and external factors
enumerated in the Policy for declaration of dividend.

7. TRANSFER TO RESERVES

No amount was transferred to any reserve during the financial
year.

8. SHARE CAPITAL

During the year under review, your Board of Directors in their
meeting held on 29^th July, 2024, pursuant to the Scheme of
Amalgamation of Jindal Quality Tubular Limited ("JQTL"),
Jindal Tubular (India) Limited ("JTIL"), and Jindal Fittings
Limited ("JFL") with the Company approved by Hon'ble,
Allahabad Bench of National Company Law Tribunal ("NCLT")
vide its order dated 21^st March, 2024, allotted 34,19,638 (8%
non-cumulative non-convertible unlisted redeemable)
Preference Shares having face value of ' 100 each,
redeemable on or before 8 years from the date of allotment,
to the shareholders of JQTL and JFL as per the fair share
swap ratio report of Sundae Capital Advisors Pvt. Ltd. dated
16^th March, 2022.

Your Board of Directors approved split/sub-division of equity
shares of the Company on 23^rd August, 2024 and the same
was approved by the members in their Extra Ordinary General
Meeting held on 23^rd September, 2024, such that each equity
share having face value of ' 2/- (Rupees Two only) fully
paid-up, was sub-divided into 2 (two) equity shares having
face value of ' 1/- (Rupee One only) each, fully paid-up with
effect from 9^th October, 2024 (Record Date). Accordingly, the
authorised equity share capital of the Company was altered
as ' 473,00,00,000/- divided into 473,00,00,000 equity
shares of ' 1/- each and the paid-up and subscribed equity
share capital of the Company was altered as ' 63,95,18,734/-
divided into 63,95,14,734 equity shares of ' 1/- each. The
paid up equity share capital of the Company also include '
4,000/- consisting of 8000 equity shares being partly paid
and forfeited by the Company.

Apart from the above, there was no other change in the share
capital of the Company. The equity shares of the Company are
listed on BSE Limited ("BSE") and National Stock Exchange of
India Limited ("NSE").

9. NON-CONVERTIBLE DEBENTURES

The Non-Convertible Debentures (NCDs) of ' 10,00,000/-
each aggregating to ' 500 Crores issued by the Company are
listed on National Stock Exchange of India Limited.

10. EMPLOYEES SHARE BENEFIT SCHEMES

The Company has the following schemes with an objective of
enabling the Company to attract and retain talented human
resources by offering them the opportunity to acquire a
continuing equity interest in the Company, which will reflect
their efforts in building the growth and the profitability of the
Company

i. Jindal Saw Limited Stock Appreciation Rights' Scheme,
2018 (the "SAR Scheme 2018”)

ii. Jindal Saw Limited General Employee Benefit Scheme,
2018 (the "GEB Scheme 2018”)

iii. Jindal Saw Limited Retirement Benefit Scheme, 2018
(the "RB Scheme 2018”)

A Trust was formed to implement the above scheme and is
administered by Axis Trustee Services Limited as trustee.
The above schemes involves acquisition of shares from the
secondary market. The trustee had brought 21,00,328 equity
shares of the Company under SAR Scheme 2018. Out of the
total shares held by Trust, the Nomination and Remuneration
Committee granted 18,06,328 SAR and 3,04,430 SAR backed
by equal number of shares held by trust during the FY 2021-22
and FY 2023-24, respectively.

The applicable disclosures as stipulated under the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 ("SBEB Regulations”), pertaining to the year ended 31^st
March, 2025, is available on the Company's website at replace
link : https://www.jindalsaw.com/investors-relations-others.
php

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on 31^st March, 2025 Company has 7 direct subsidiaries, 12
indirect subsidiaries, 2 associates and 1 joint venture. The
Board of Directors reviewed the affairs of the subsidiaries.

During the year, the Company had acquired 31.2% equity
shareholding of Renew Green (MHH One) Private Limited and
sold the entire shareholding of Greenray Holdings Limited,
UK subsidiary of the Company along with its step down
subsidiary Derwent Sand SARL, Algeria. Accordingly, Renew
Green (MHH One) Private Limited, become an associate of the
Company. Greenray Holdings Limited, UK and Derwent Sand
SARL, Algeria ceased to be subsidiary of the Company.

Further, In accordance with Section 129(3) of the Companies
Act, 2013, the consolidated financial statements of the
Company and its subsidiaries along with a statement
containing the salient features of the financial statements
of Company's subsidiaries in Form AOC-1 forms part of
Annual Report. The statement also provides the details of
performance, financial positions of each of the subsidiaries.

As per the provisions of Section 136 of the Companies
Act, 2013, the audited financial statements, including
the consolidated financial statements and other related
information of the Company and audited financial statements
of each of its subsidiaries, are available on company's website
www.jindalsaw.com.

These documents will also be available for inspection
during business hours at our registered office till date of
annual general meeting. The policy for determining material
subsidiaries may be accessed on the Company's website
at the link: https://www.jindalsaw.com/pdf/POLICY-FOR-
DETERMINING-MATERIAL-SUBSIDIARIES-10-2020.pdf

12. CONSOLIDATED FINANCIAL STATEMENT

Audited annual consolidated financial statements forming
part of the annual report have been prepared in accordance
with Companies Act, 2013, Indian Accounting Standards
(Ind AS) 110- 'Consolidated Financial Statements' and Indian
Accounting Standards (Ind AS) 28 - Investments in Associates
and Joint Ventures', notified under Section 133 of Companies
Act, 2013 read with Companies (Indian Accounting Standards)
Rules, 2015 and as amended from time to time.

13. AUDITORS & THEIR REPORT
STATUTORY AUDITORS

The Members of the Company had appointed Price
Waterhouse Chartered Accountants LLP as Statutory
Auditors of the Company for a term of 5 (five) consecutive
years from conclusion of 37^th Annual General Meeting until
the conclusion of 42^nd Annual General Meeting. The Price
Waterhouse Chartered Accountant LLP have confirmed that

they are not disqualified from continuing as Auditors of the
Company.

Auditors' remarks in their report read with the notes to
accounts referred to by them are self-explanatory. There
have been no fraud reported by the Statutory Auditors of the
Company.

SECRETARIAL AUDITOR

M/s. S. K. Gupta & Co., Company Secretaries, were appointed
as Secretarial Auditors, to conduct Secretarial Audit of the
Company for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended 31^st March, 2025 is
annexed herewith marked as Annexure 2 to this Report.

Further, as per the provisions of Regulation 24A of SEBI
Listing Regulations, the Board in their meeting held on 2^nd
May, 2025, subject to the approval of members, appointed
M/s. S. K. Gupta & Co., Company Secretaries, as Secretarial
Auditors, to conduct Secretarial Audit of the Company for 5
consecutive financial year effective from the financial year
2025-26.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY AUDITORS

i. Auditors' Report:

There have been no fraud, qualification, reservation or
adverse remark reported by the Statutory Auditors of
the Company.

ii. Secretarial Auditor's Report:

There have been no qualification, reservation or adverse
remark reported by the Secretarial Auditors in their
Report.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with
rules made thereunder, the Board, has re-appointed M/s. R.
J. Goel & Co., Cost Accountants (Registration No. 000026), to
audit the Cost Accounts of the Company for the year ending
31^st March, 2025. Their remuneration is proposed to be ratified
by Members at the ensuing annual general meeting.

The Cost Audit Report and other documents for the year
ended 31^st March 2024 were submitted with the Central
Government by filing Form CRA-4 vide SRN F98000516 dated
02^nd September, 2024.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the
Companies Act, 2013 with respect to Directors' Responsibility

Statement, it is hereby confirmed by the Board of Directors: -

a. that in the preparation of the annual accounts for
the financial year ended 31^st March, 2025, the Indian
Accounting Standards (Ind AS) have been followed along
with proper explanation relating to material departures;

b. that they had selected such accounting policies and
applied them consistently and made judgments and
estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for the year ended on that period.

c. that they 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. that they had prepared the accounts for the financial
year ended 31^st March, 2025 on a 'going concern' basis.

e. that they had 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. that they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of mix of Executive and
Non-Executive Directors including the women directors with
rich experience and expertise across a range of fields such
as corporate finance, strategic management, accounts,
legal, marketing, brand building, social initiative, general
management and strategy. Except, Independent Directors,
all other Directors are liable to retire by rotation as per the
provisions of the Companies Act, 2013.

At the ensuing Annual General Meeting, Shri Prithavi Raj
Jindal, Director, (DIN: 00005301) and Ms. Tripti Jindal Arya,
Joint Managing Director, (DIN: 00371397) of the Company,
retire by rotation and, being eligible, offer themselves for re¬
appointment.

Your Board of Directors, after taking into consideration
the recommendations of Nomination and Remuneration
Committee and given their background, experience,

contribution made by them during their tenure as Independent
Director and the performance evaluation, feels that the
continued association of Ms. Sminu Jindal (DIN : 00005317),
as Managing Director of the Company would be beneficial to
the interest of Company. Accordingly, Board proposes the re¬
appointment of Ms. Sminu Jindal (DIN: 00005317) for further
period of 5 years w.e.f. 1^st February, 2026.

As per section 134(3Xq) of the Companies Act, 2013 read with
rule 8(5) of the Companies (Accounts) Rules 2014, changes in
details of Directors or Key Managerial Personnel during the
year are given below:-

The Members in their Extra Ordinary General Meetings held
on 23^rd September, 2024, based on the recommendation of
Board of Directors of the Company, approved the appointment
of Shri Satyakam Mishra (DIN:10711600), and Dr. Chandra
Shekhar Agrawal (DIN: 10740719) as Independent Director of
the Company for their 1^st term of 5 consecutive years w.e.f.
29^th July, 2024 and 23^rd August, 2024 respectively.

The members in their EGM held on 6^th December, 2024, based
on the recommendation of Nomination and Remuneration
Committee and Board of Directors of the Company, also
approved the appointment of Shri Nitin Sharma DIN :
08535415), as Whole-time Director of the Company for a
period of 5 years effective form 1^st November, 2024.

Further during the year under review, Dr. Raj Kamal Aggarwal
(DIN: 00005349) and Shri Ravinder Nath Leekha, (DIN:
00888433 who had completed their 2^nd term of 5 consecutive
years as Independent Directors on 09^th September, 2024,
ceases to be Independent Directors of the Company.

Shri Hawa Singh Chaudhary, Whole-time Director of the
company, who was superannuated on 31^st October 2024,
ceases to be Wholetime Director of the company w.e.f 1^st
November, 2024.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the
candidates to be appointed as the Director on the basis of the
requirement and enhancing the competencies of the Board.

The current policy is to have a balance of executive and
non-executive Independent Directors to maintain the
independence of the Board and to separate the functions
of governance and management. The composition of Board
of Directors during the year ended 31^st March, 2025 is in

conformity with Regulation 17 of the SEBI Listing Regulations,
2015 read with Section 149 of the Companies Act, 2013.

The Company has policy, namely Nomination and
Remuneration Policy, to govern directors' appointment,
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
Companies Act, 2013 and the remuneration to the Directors.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Declaration of Independence from all Independent
Directors as stipulated under Section 149(7) of the Companies
Act, 2013 and Regulation 17 of the SEBI Listing Regulations,
2015, confirming that they meet the criteria of independence
have been received.

17. STATEMENT REGARDING INTEGRITY, EXPERTISE AND
EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors
possess excellent rating in respect of clear sense of value and
integrity and have requisite expertise and experience in their
respective fields.

All the Independent Directors of the Company are enrolled
with Data Bank maintained by Indian Institute of Corporate
Affairs. As per the provisions of section 150 of the Companies
Act, 2013 read rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Independent
Directors of the Company are exempted from undergoing
the online proficiency self-assessment test conduct by the
Institute, except those who are required to undergo the
test had passed the online proficiency self-assessment test
within the prescribed time.

18. BOARD EVALUATION

The Company has devised a Policy for Performance
Evaluation of Independent Directors, Board, Committees
and other Directors which includes criteria for performance
evaluation of the Non-Executive Directors and Executive
Directors under section 178(1) of the Companies Act, 2013 and
SEBI Listing Regulations. This Policy may be accessed on the
Company's website at the link: https://www.jindalsaw.com/
pdf/POLICY-REMUNERATION-POLICY-OF-JINDAL-SAW.pdf

On the basis of the Policy for Performance Evaluation of
Independent Directors, Board, Committees and other
Directors, a process of evaluation was followed by the Board
for its own performance and that of its Committees and
individual Directors. The details of the same have been given
in the report on Corporate Governance annexed hereto.

The details of programme for familiarization of Independent
Directors, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates,
business model of the Company and related matters have
been uploaded on the website of the Company at the
link: https://www.jindalsaw.com/pdf/Familierisation%20

Programe%20-2024-2025.pdf

19. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards
of corporate governance and adherence to the corporate
governance requirement set out by SEBI Listing Regulations.
The report on Corporate Governance as stipulated under the
SEBI Listing Regulations forms an integral part of this Report.
The requisite certificate from the Secretarial Auditors of
the Company confirming compliance with the conditions
of corporate governance is attached with the report on
Corporate Governance.

21. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

The regulation 23(4) states that all related party transactions
(RPTs) with an aggregate value exceeding ' 1,000 crores or 10%
of annual consolidated turnover of the Company, whichever is
lower, shall be treated as Material Related Party Transaction
(MRPTs) and shall require prior approval of shareholders. 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.

During the year under review, the Company has entered into
material related party transactions with JSW Steel Limited
and Jindal Steel and Power Limited. All the related party
transactions are in compliance with the provisions of SEBI
Listing Regulations as applicable during the financial year
ended 31^st March, 2025.

The related party transaction policy of the company can be
accessed on the Company's website at the link: https://www.
jindalsaw.com/pdf/policy-on-rpts-jindal-saw-ltd-final-2022.
pdf.

Please refer to the Notes to the standalone financial
statements, which sets out related party disclosures.

22. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The objective of the Company's Corporate Social
Responsibility ('CSR') initiatives is to improve the quality of
life of communities through long-term value creation for all
stakeholders. The Company's CSR policy provides guidelines
to conduct its CSR activities of the Company. The salient
features of the Policy forms part of the Annual Report on
CSR activities annexed to the Board's Report. The CSR policy
is available on the website of the Company at https://www.
jindalsaw.com/pdf/CSR-Policy-2021.pdf.

The key philosophy of all CSR initiatives of the Company
is driven by core value of inclusion. Pursuant to CSR Policy
various activities were recommended by the CSR Committee
to the Board, which were undertaken by the Company. During
the FY 2024-25, the Company's actual CSR obligation after
taking the effect of excess expenditure of ' 629.13 Lakh
by the Company on CSR activities in the FY 2023-24 was
' 1713.18 Lakh. The Company had spent ' 1831.67 Lakh on
CSR activities, which result an amount of ' 118.49 Lakh over
spent on above activities. Out of current year's expenditure
' 597.76 Lakh related to ongoing CSR project undertaken by
the Company and same was deposited in separate bank in
compliance with provisions of Companies Act, 2013.

Further, as per the provisions of Section 135 of Companies
Act, 2013 read with Rule 7 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors in
their meeting held on 2^nd May, 2025 approved the excess
amount of ' 118.49 Lakh spent on CSR activities during FY
2024-25 to be set off against the requirement of spend under
Section 135(5) of the Companies Act, 2013 for a period of
immediately three succeeding financial years.

A report on CSR activities is annexed herewith as Annexure 1.

23. RISK MANAGEMENT

The Company has a Risk Management Committee which has
been entrusted with the responsibility to assist the Board
in (a) overseeing and approving the Company's enterprise
wide risk management framework; and (b) identifying and
assessing that all the risks that the organization faces such
as strategic, financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other risks
and to ensure that there is an adequate risk management

infrastructure in place capable of addressing those risks. The
Risk Management Policy was reviewed and approved by the
Committee.

The Company manages, monitors and reports on the principal
risks and uncertainties that can impact its ability to achieve its
strategic objectives. The Company's management systems,
organisational structures, processes, standards, code of
conduct and behaviours together form the Management
System that governs how the Company conducts the business
and manages associated risks.

24. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND
THEIR ADEQUACY

The Company has adopted and implemented robust
policies and procedures for ensuring the orderly and
efficient conduct of its business. The framework has been
designed to provide with the size, scale and complexity of
its operations, safeguarding of its assets, comply with the
applicable laws, prevention and detection of fraud, accuracy
and completeness of the accounting records, and timely
preparation of reliable financial disclosures. For more details,
refer to the "Internal Control and Internal Audit System and
Their Adequacy” section in Management Discussions and
Analysis Report, which forms part of this Annual Report.

25. COST RECORD

The Cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act,
2013, are prepared, maintained and the same are audited by
the Cost Auditor.

26. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,
i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General
Meetings), SS-3 (Dividend) and SS-4 (Report of the Board
of Directors) respectively, have been duly followed by the
Company.

27. DISCLOSURE
MEETINGS OF THE BOARD

During the year under review, the Board of Director of the
Company met 7 (Seven) times on 7^th May, 2024, 29^th July, 2024,
23^rd August, 2024, 18^th October, 2024, 29^th October, 2024,
24^th January, 2025 and 27^th March, 2025. The composition of
Board of Directors during the year ended March 31, 2025 is in
conformity with Regulation 17 of the SEBI Listing Regulations
read with Section 149 of the Companies Act, 2013. For further

details, please refer Report on Corporate Governance
attached to this Annual Report.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of
the Company met 2 (two) times on 7^th May, 2024 and 16^th May,
2024. For further details, please refer Report on Corporate
Governance attached to this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2025 the Audit Committee comprised of

4 Independent Directors and 1 Executive Director as its
Members. The Chairman of the Committee is an Independent
Director. The Members possess adequate knowledge of
accounts, audit, finance, etc. The composition of the Audit
Committee is in conformity with requirements as per the
Section 177 of the Companies Act, 2013 and Regulation 18 of
the SEBI Listing Regulations.

During the year ended 31^st March, 2025, the Committee met

5 (Five) times on 7^th May, 2024, 29^th July, 2024, 18^th October,
2024, 29^th October, 2024 and 24^th January, 2025. For further
details, please refer Report on Corporate Governance
attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2025, the Nomination and Remuneration
Committee comprised of 3 Independent Directors. The
Chairman of the Committee is an Independent Director.
The Composition of the Nomination and Remuneration
Committee is in conformity with requirements of section 178
the Companies Act, 2013 and SEBI Listing Regulations.

During the year ended 31^st March, 2025 the Committee met 4
(Four) times on 7^th May, 2024, 12^th July, 2024, 29^th July, 2024
and 29^th October, 2024. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March 2025, the Stakeholders Relationship
Committee comprised of 3 Independent Directors and 2
Executive Directors. The Chairman of the Committee is an
Independent Director. The Composition of the Stakeholders
Relationship Committee is in conformity with the
requirements of the Companies Act, 2013 and SEBI Listing
Regulations.

During the year ended 31^st March, 2025 the Committee met
once on 31^st March, 2025. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR
COMMITTEE)

As on 31^st March, 2025, the CSR Committee comprised of
3 Independent Directors and 2 Executive Directors. The
Chairman of the Committee is an Independent Director. The
Composition of the CSR Committee is in conformity with
requirements of the Companies Act, 2013.

During the year ended 31^st March, 2025 the Committee met
once on 31^st March, 2025. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

RISK MANAGEMENT COMMITTEE

As on 31^st March, 2025, the Risk Management Committee
comprised of 2 Independent Directors, 2 Executive Directors
and 2 non board members. The Chairman of the Committee
is Independent Directors. The Composition of the Risk
Management Committee is in conformity with requirements
of the SEBI Listing Regulations.

During the year ended 31^st March, 2025 the Committee met
2 (two) times on 30^th August, 2024 and 13^th March, 2025. For
further details, please refer Report on Corporate Governance
attached to this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates
a Whistle Blower Policy in terms section 177(9) of Companies
Act, 2013 and Regulation 22 of the SEBI Listing Regulations.
As per the said Policy the protected disclosures can be
made by a whistle blower through an e-mail, or a letter to the
Compliance Officer or Group CEO & Whole-time Director or to
the Chairman of the Audit Committee.

No complaint was received during the year nor was pending at
the end of the year.

The Policy on vigil mechanism and whistle blower may be
accessed on the Company's website at the link: https://www.
jindalsaw.com/pdf/vigil-mechanism-policy-new.pdf

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees

given and securities provided along with the purpose for
which the loan or guarantee or security were proposed to
be utilized by the recipients are provided in the standalone
financial statements (Please refer to Notes to the standalone
financial statements).

PARTICULARS REGARDING CONSERVATION OF ENERGY,
ETC.

Information pursuant to the provision of Section 134 of
Companies Act, 2013 read with the rule 8 of Companies
(Accounts) Rules, 2014 regarding conservation of energy,
technology absorption and foreign exchange earnings and
outgo are given is annexed hereto as Annexure 3.

ANNUAL RETURN

As per the provisions of section 134 (3) (a) the Annual Return of
the Company for the Financial Year 2024-25 may be accessed
under investor relation tab on the Company's website at the
link https://www.jindalsaw.com/annual-return.php

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read
with rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set
out in the said rules are provided as Annexure 4.

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 as Annexure
5.

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

As per Regulation 34(f) of SEBI Listing Regulations, the
Annual Report shall contain business responsibility and
sustainability report (BRSR) describing the initiatives taken
by the Company from environmental, social and governance
perspective. Having regard to the green initiative, the BRSR
is made available on the Company's website at https://www.
jindalsaw.com/business-responsibility-report.php

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT

There is no material change and/or commitment held between
the end of the financial year and the date of report affecting
the financial position of the Company.

THE DETAILS OF APPLICATION MADE /PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

The Company has not made any application during the year
and no proceeding is pending under Insolvency & Bankruptcy
Code, 2016 (IBC).

THE DETAILS OF ONE TIME SETTLEMENT/VALUATION WITH
BANK OR FINANCIAL INSTITUTION

No one-time settlement/valuation was done while taking loan
from the Bank or Financial Institution.

28. PUBLIC DEPOSITS

During the year ended 31^st March, 2025, the Company had not
accepted any public deposits and no amount on account of
principal or interest on public deposits was outstanding as on
31^st March, 2025.

29. ANY 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 there was no such significant
material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's
operations in future.

Further, no application made or any proceedings were pending
against the Company under Insolvency and Bankruptcy Code,
2016 during the year under review.

30. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of sexual harassment
of women at workplace and also complied with provisions
relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company as an equal employment opportunity provides
and is committed to creating a healthy working environment
that enables employees to work without fear of prejudice,
gender bias and sexual harassment. The Company also
believes that all employees of the Company have the right to
be treated with dignity. Sexual harassment at the work place
or other than work place, if involving employees, is a grave
offence and is, therefore, punishable.

Number of complaints received and resolved in relation to
Sexual Harassment of Women at Workplace (Prevention,
Protection, and Redressal) Act, 2013: during the year under
review and their breakup is as under:

a) No. of Complaints filed during the year: NIL

b) No. of Complaints disposed of during the year: NIL

c) No. of Complaints pending at end of year: NIL

31. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to
concerned Departments of Central / State Governments,
Financial Institutions & Bankers, Customers and Vendors for
their continued assistance and co-operation. The Directors
also wish to place on record their deep sense of appreciation
for the committed services of the employees at all levels.
They are also grateful for the confidence and faith that you
have reposed in the Company as its member.

For and on behalf of the Board

Place : New Delhi Prithavi Raj Jindal

Date : 02^nd May, 2025 Chairperson