Jindal Stainless Ltd

TO

THE MEMBERS,

Your Directors have pleasure in presenting the 43rd Directors' Report on the business and operations of your Company together with the audited statement of accounts for the financial year ended 31st March 2023. The financial year 2022-23 was a successful year on the organic front, with the Company completing several projects execution

FINANCIAL RESULTS

As the members are aware, during the financial year 2022-23, the Hon'ble National Company Law Tribunal, Chandigarh

Bench vide its Order dated 02nd February, 2023 has approved the Composite Scheme of Arrangement providing for amalgamation of Jindal Stainless (Hisar) Limited (JSHL), JSL Lifestyle Limited (mobility division), JSL Media Limited and Jindal Stainless Corporate Management Services Private Limited (hereinafter collectively referred as Amalgamating

Company) with the Company ("Composite Scheme"). The Composite Scheme was made effective w.e.f. 02nd March,

2023 from the appointed dated 01st April, 2020.

Consequently, the Company has restated the comparative numbers for all the periods presented in the standalone

/ consolidated financial statements to give effect to the

Composite Scheme from the aforementioned appointed date, using Acquisition method of accounting in accordance with the requirements of Ind AS 103 "Business Combinations".

Your Company's performance for the financial year ended 31 st March, 2023 is summarized below:

(INR in crore)

FINANCIAL HIGHLIGHTS

During the financial year, revenue from the operations of your Company on standalone basis stood at INR 35,030.35 crore as compared to INR 32,291.77 Crore during the previous financial year 2021-22. EBITDA during the financial year 2022-23, on standalone basis stood at INR 3,566.93 crore as compared to INR 4,719.57 crore during the previous financial year. The Net profit at INR 2,014.00 crore. Further, during the financial year ended March 31, 2023, the consolidated revenue from operations of the Company stood at INR 35,697.03 Crore as compared to INR 32,732.65 crore during the previous financial year 2021-22. Consolidated EBITDA stood at INR 3,586.09 crore as compared to INR 5,090.48 crore during the previous financial year. The Net profit for the financial year 2022-23 on consolidated basis stood at INR 2,083.83 crore.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act,

2013 ("the Act"), SEBI (Listing Obligations and Disclosure Requirements)oftheCompany Regulations, standalonebasisstood 2015 ("SEBI LODR") and Ind-

AS 110 on Consolidated Financial Statements read with

Ind-AS-28 on investments in Associates and Ind-AS-31 on interests in Joint Ventures, the audited Consolidated Financial

Statements for the financial year ended 31st March 2023 are provided in the Annual Report.

KEY DEVELOPMENT:

A. COMPOSITE SCHEME OF ARRANGEMENT

The financial year 2022-23 was a year of consolidation, which enabled harnessing the complementing strengths of the Amalgamating companies. The consolidation of businesses recast the merged entity as an integrated, modern and ‘state-of-the-art' manufacturing facility, bringing the diversified one roof. The amalgamation of the Company and JSHL lead realisation of enhanced operational synergy, with the

Company's proximity to port and raw materials, along with world-class finishing lines and JSHL's strategic location around key domestic consumption centers. Leading to it, the amalgamation had also induced a simplified capital structure while expanding the turnover of the merged business to over Rs 35,000 crore.

Upon effectiveness of the Composite Scheme, the

Company had on 16th March, 2023 allotted equity shares, as per the Swap ratio mentioned in the Composite Scheme, to the eligible shareholders of JSHL and JSL Lifestyle Limited as on the Record date, i.e. 09th March, 2023.

B. CAPACITY EXPANSION:

In order to cater the future growth in domestic and international market, your Company has commissioned the brownfield expansion plan at Jajpur, Odisha. The three-pronged expansion plan constituted the expansion of melting capacity and commensurate strengthening of backward and forward linkages:

i. Melting Capacity: 2x expansion of steel melting capacity from existing 1.10 MTPA to 2.10 MTPA.

ii. Downstream enhancement: Commissioning Combo Line for downstream expansion. 1.5x expansion of HRAP (Hot Rolled Annealed Pickled) capacity and

1.7x expansion of CRAP (Cold Rolled Annealed

Pickled) capacity. HRAP and CRAP capacities were enhanced from 0.8 MTPA and 0.45 MTPA to 1.25 MTPA and 0.75 MTPA respectively.

The capex project was completed within the planned timeline as a result of which your Company expanded the annual melt capacity of the Jajpur unit by 1 million tonnes as a result of which the Company's combined annual melt capacity has now reached ~3 MTPA. This achievement has propelled us into the ranks of the top five stainless steel producers globally, excluding China.

C. ACQUISITION OF RATHI SUPER STEEL LIMITED

Your Company had participated in the e-auction process for purchase of Rathi Super Steel Limited ("RSSL") (which was under liquidation process), on a going concern basis, in terms of the applicable provisions of Insolvency and Bankruptcy Board of India (Liquidation Process), Regulations, 2016 wherein the Company emerged as the successful bidder.

Consequent to the above, RSSL became the wholly owned subsidiary of your Company w.e.f. 16th November 2022.

This strategic acquisition allowed for the expansion of our product portfolio to include wire rods and rebars, augmenting our solution-oriented approach.

D. SETTING UP OF A CAPTIVE HYBRID RENEWABLE ENERGY PROJECT

During the year, your Company partnered with ReNew Power for setting up a utility scale captive hybrid renewable energy project for supply of power to its Jajpur facility for an investment value of ~INR 137.5 crore. This project shall generate 700 million units per year through a mix of solar and wind technologies. This is a vital steptechnology,talentandR&Dunder towards the Company's resolution to reach the net zero carbon emission goal by 2050.

E. MAKING JINDAL UNITED STEEL LIMITED, A WHOLLY OWNED SUBSIDIARY OF THE COMPANY

During the period under review, the Board of Directors of your Company at its meeting held on 25th March 2022 had approved to acquire the remaining 74% equity stake in

Jindal United Steel Limited from OPJ Steel Trading Private Limited, for a cash consideration of INR 958 crores.

With this, your Company shall consolidate the critical facilities of stainless steel manufacturing under one umbrella. This acquisition would result in improved synergies between both the companies and a preferred governance structure, thereby enhancing value for all stakeholders.

F. ACQUISITION OF 49% STAKE IN INDONESIA BASED NICKEL PIG IRON COMPANY

As on date of this report, your Company with a view to secure its long term availability of nickel, entered into a collaboration agreement for an investment of upto USD

157 million, for development, construction and operation of a Nickel Pig Iron smelter facility in Indonesia. As a part of the above said agreement, the Company has subsequent to 31st March 2023, acquired 49% equity interest of PT Cosan Metal Industry, Indonesia through acquisition of 100% stake in Sungai Lestari Investment Pte. Ltd.,

Singapore for a consideration of USD 64.19 million.

This strategic collaboration shall offer benefits of backward integration as your Company would have stake in the business of Nickel Pig Iron Smelter facility located in Indonesia, which shall usher a sharper competitive advantage in Indian and International markets.

CERTIFICATIONS AND QUALITY STANDARDS

Your Company is certified for integrated management systems comprising of quality management system (ISO 9001:2015), environment management system (ISO 14001:2015) and occupational health & safety management system (ISO 45001:2018). Your Company is also certified to energy management system as per ISO 50001:2018 and AS9100D, Aerospace quality management system.

All the testing laboratories (comprising of incoming raw materials, steel melt shop, coal testing and mechanical & metallurgical testing) of the Company are NABL (National Accreditation Board of Testing and Calibration Laboratory) accredited as per laboratory management system ISO/IEC

17025:2017. NABL accreditation of Company's laboratory has strengthened its overall technical competency and the grant for use of International Laboratory Accreditation Cooperation Mutual Recognition Arrangement (ILAC-MRA)

Mark on test certificate has resulted in becoming world class laboratory with worldwide acceptance of its test results.

Your Company is certified as per Construction Product

Regulation (CE and UKCA Mark) with incorporation of ferritic & duplex grades for stainless steel. This will ensure the company's preference as certified manufacturer of stainlesssteel for constructive field Market. The Company is certified for Pressure Equipment Directive

AD/PED with ferritic & duplex grades of stainless steel .The

Company is certified as DNV AS approved manufacturer for

Marine Application and the approval from Bureau Veritas as per Marine & Offshore General Conditions and for BV Mode

II scheme. The company is also certified as per NORSOK M-650 for 316 & UNS S31803/32205.

Your Company has REACH/RoHS certification for 200, 300 & 40 series stainless steel grades. This includes compliance to 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) and IS 9516:1980 (Heat Resisting Steel) enabling us as preferred stainless-steel manufacturer with BIS license. In addition to above, the Company holds 10 numbers for BIS license for various different Carbon Steel grades including IS 3502:2009 for Steel Chequered Plates.

Your Company also holds JIS Mark Certification as per JIS (Japanese Industrial Standard) JIS G 4304, JIS G 4305 and JIS G 4312 requirements for stainless steel products. This has enabled the Company to be able to sell stainless steel products in Japan and East Asian countries.

Your Company has obtained Automotive Quality

Management System certification as per IATF 16949:2016. With this, customer's demands from automotive segments are getting fulfilled.

TheMobilitydivisionofyourCompanyalsoboastsofprestigious value to stakeholders. The certifications prominent ones include welding of railway vehicles and components according to EN 15085-2 classification level CL1 by DVS ZERT GmbH, and certification of management systems by IRIS Certification Conformity Assessment: 2020 and based on ISO/TS 22163:2017 for manufacturing of car body parts and interiors for rail applications.

With this, your Company adheres to a comprehensive selection of reputed quality certifications and standards to consistently deliver world-class quality products and services to all its stakeholders.

CREDIT RATING(S)

The credit rating(s) for the long term / short term borrowings of the Company as on date of this report is as under:

• CRISIL Ratings Limited (An S&P Global Company): CRISIL AA-/A1+ (Outlook: Positive)

• India Ratings & Research Private Limited: IND AA- /A1+

(Outlook Positive)

Further, below ratings were issued for Non-convertible

Debentures of the Company:

• CRISIL Ratings Limited (An S&P Global Company): CRISIL AA- (Outlook: Positive)

• India Ratings & Research Private Limited: IND AA-

(Outlook Positive)

The Commercial paper programme of the Company was rated as INDA1+ by India Ratings & Research Private Limited

DIVIDEND

Your Directors are pleased to recommend for your approval at the ensuing annual general meeting, finaldividend of Rs. 1.50/- per equity shares (75%) of face value of Rs. 2 each.

In addition, a special interim dividend of Re.1/- per share

(50%) was declared in the month of April, 2023. Final dividend, if approved shall result in a total dividend payout of Rs. 2.50/- per equity share (125%) for the financial year 2022-23.

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

https://www.jindalstainless.com/wp-content/uploads/2023/01/Dividend-Distribution-Policy-Clean.pdf

SHARE CAPITAL

Consequent to the effectiveness of the Composite Scheme, your Company on 16th March 2023, had:

i. allotted equity shares, in the manner stated below, to the eligible equity shareholders of JSHL and JSL

Lifestyle Limited as on 09th March, 2023, (being the record date) based on the share exchange ratio mentioned in the Scheme:

ii. taken on record the cancellation of 16,82,84,309 nos. of equity shares held by JSHL in the Company.

Further, during the period under review, your Company approved to terminate its Global Depository Shares (GDS) programme and delisted its 88,02,167 nos. of Regulation S Depository Shares representing 1,76,04,334 nos. of equity shares from Luxembourg Stock Exchange.

The effective date of termination of the Company's GDS Programme was April 30, 2023.

As on 31 March 2023, 74,39,583 nos. of underlying equity shares were outstanding representing those GDR holders who are yet to surrender their GDS.

As on 31st March 2023, the paid-up equity share capital of your Company was INR 1,64,68,69,176/- divided into 82,34,34,588 equity shares of face value of INR 2/- each.

NON CONVERTIBLE DEBENTURES

During the period under review, your Company has:

i. issued and allotted 990 nos. of Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures of face value of INR 10,00,000/- (Indian Rupees Ten Lakhs Only) each aggregating to INR 99,00,00,000/- (Indian Rupees Ninety Nine Crores Only) by way of private placement basis, and;

ii. changed the terms of the existing 3,750 nos. of Listed,

Rated, Unsecured, Redeemable, Non-Convertible Debentures having nominal value of INR 10,00,000/- each, aggregating to INR 375,00,00,000/- (NCDs), by providing security over the assets of the Company, to make the NCDs secured.

TRANSFER TO RESERVES

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, your Company has transferred unclaimed and unpaid amounts of fixed deposits aggregating to INR 4,02,560/- to Investor Education and Protection Fund. During the financial year 2022-23, there was no unclaimed dividend which was required to be transferred to Investor

Education and Protection Fund.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on 31st March, 2023, your Company has 12 subsidiaries (including step-down subsidiaries), namely:

1. PT Jindal Stainless Indonesia;

2. Jindal Stainless FZE;

3. JSL Group Holdings Pte. Ltd.,

4. Iberjindal S.L.,

5. Jindal Stainless Park Limited;

6. Rathi Super Steel Limited;

7. Jindal Stainless Steelway Limited;

8. Jindal Lifestyle Limited;

9. JSL Logistics Limited;

10. Jindal Strategic Systems Limited; 11. J.S.S Steelitalia Limited; 12. Green Delhi BQS Limited;

During the period under review, Jindal Ferrous Limited (formerly known as JSL Ferrous Limited) had ceased to be the subsidiary w.e.f. 6th May 2022. As on 31st March, 2023, your Company has two associate companies namely, Jindal United Steel Limited and Jindal Coke Limited. In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, 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#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. A statement containing the salient features of the financial statements of the subsidiaries and associate companies in the prescribed

Form AOC-1 is attached along with financial statements.

The statement also provides the details of performance and financial position of each of the subsidiary company. Your

Company has framed a policy for determining "Material

Subsidiary" in terms of Regulation 16(1)(C) of SEBI LODR, which is available on the website of the Company at the link:

https://www.jindalstainless.com/wp-content/uploads/2023/01/Policy-on-Material-Subsidiaries.pdf

The Company doesn't have any material subsidiary company as on 31st March 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (SEBI LODR) forms part of this Director's Report.

INFORMATION TECHNOLOGY

In the digital world, change is the only constant since technology is evolving every moment. As a future-ready manufacturing organisation, Jindal Stainless is committed to stay ahead of the curve and drive the digitisation of its operations to optimise processes, minimise defects, and ensure unparalleled efficiency.

Seamless ERP Migration and Enhanced Productivity: We are proud to announce the seamless migration of our

ERP system to the cutting-edge ‘Rise with SAP' platform.

This forward-looking transition has unlocked a new era of productivity, streamlining operations, and empowering our workforce to achieve remarkable feats of efficiency.

Data Visualization with SAP Dashboards: As part of our data-driven decision-making philosophy, we are embarking on the implementation of SAP Dashboards. This futuristic solution serves as a visual command centre, consolidating critical data into intuitive displays for our senior management and leadership. This leap in data visualization equips us with unprecedented insights, enabling agile and informed decision-making.

Exemplary IT General Controls and Fortified Data Security:

Our commitment to excellence extends to IT General

Controls (ITGC), as affirmed by our auditors who consistently commend the efficacy of our control framework. We maintain stringent vigilance over data security, continuously reviewing and fortifying our defences while embracing emerging technologies to safeguard our digital assets.

Empowering Security Operations Control: To stay ahead of ever-evolving cyber threats, we are empowering our digital ecosystem with Security Operations Control. This state-of-the-art framework amplifies our monitoring capabilities, ensuring the inviolability of our digital assets against unwarranted intrusions. Our proactive stance secures the company's digital infrastructure, poised to withstand the challenges of tomorrow.

Trailblazing Industry 4.0 Advancements: At the forefront of the Industry 4.0 revolution, we are pioneering advancements that redefine span a multitude of emerging technology areas, prominently including the Internet of Things (IoT). By harnessing IoT capabilities, we are minimizing downtimes, augmenting Overall Equipment Efficiency (OEE), and charting a course towards an unprecedented era of operational excellence.

Unveiling a Digital Roadmap: Jindal Stainless is charting an ambitious digital roadmap, steering our organisation towards a paperless future. Our ongoing Vendor Invoice automation initiative is set to revolutionize our procurement processes.

Furthermore, we are fervently progressing with projects such as Production Planning and Detailed Scheduling, as well as Manufacturing Execution System implementation. Simultaneously, we are poised to embark on transformative ventures, including the establishment of a digital control tower. These ventures collectively foster a future of streamlined operations and unparalleled productivity.

Intelligent Collaboration with SAP: Embracing intelligent collaboration, we have seamlessly integrated SAP Intelligent Spend Management into our operations. This groundbreaking implementation has redefined our bid management process, enhancing collaboration across our extensive vendor value chain. Our commitment to leveraging cutting-edge technology amplifies vendor collaboration, solidifying the Company's position as an industry leader in vendor relationship management.

Successful Merger Implementation: We take pride in the successful and timely merger implementation of Jindal Stainless Limited and Jindal Stainless (Hisar) Limited within the SAP ecosystem, adhering meticulously to statutory requirements. This milestone integration has fortified our organizational structure, creating synergies and unlocking unparalleled operational efficiency.

These trailblazing digital and IT interventions firmly establish Jindal Stainless as a frontrunner in the era of digital transformation. With an unwavering dedication to innovation and a futuristic vision, we forge ahead, redefining the boundaries of manufacturing excellence in the digital world.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors saw the following changes:

A. Induction of new Board Member:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had appointed:

i. Dr. Rajeev Uberoi (DIN: 01731829) as an Additional Non-Executive Independent Director, for a first years, w.e.f. 2nd November 2023. On 28th December 2022, the members of the Company, through special resolution passed by way of postal ballot approved the appointment of Dr. Uberoi as an Independent Director;

ii. Mr. Anurag Mantri (DIN: 05326463) as an Additional

Director and designated him as an Executive Director & Group CFO of Companyfor fiveyears w.e.f. term of 23rd January 2023. The members of the Company in their extra-ordinary general meeting held on 20th April 2023, through ordinary resolution approved the appointment ofmanufacturing paradigms. Our endeavours Mr. Mantri as an Executive Director & Group CFO;

iii. Mrs. Shruti Shrivastava (DIN: 08697973), as an Additional Non-Executive Independent Director, for a first term of three years w.e.f. 23rd January 2023. The members of the Company in its Extra-ordinary General Meeting held on 20th April 2023, through special resolution approved the appointment of Mrs. Shrivastava as an Independent Director, and;

iv. Mr. Jagmohan Sood (DIN: 08121814) as an Additional

Director and designated him as a Wholetime Director w.e.f. 17 for a term of five th May 2023, subject to shareholders approval.

B. Re-appointment:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the

Company had approved the re-appointment of:

i. Mr. Jayaram Easwaran (DIN: 02241192) as a Non-

Executive Independent Director for a second term of three years w.e.f 5th August 2022. On 2nd September 2022, the members of the Company, through special resolution passed by way of postal ballot approved the appointment of Mr. Easwaran as an Independent Director;

ii. Mrs. Arti Luniya (DIN: 05341955) as a Non-Executive

Independent Director for a second term of three years w.e.f 26th November 2022. On 28th December 2022, the members of the Company, through special resolution passed by way of postal ballot approved the appointment of Mrs. Luniya as an Independent Director;

iii. Mr. Abhyuday Jindal (DIN: 07290474) as a Managing Director for a term of five years w.e.f. 1st May 2023, subject to shareholders approval.

Further as mentioned in the previous year's Annual

Report, the members of the Company had with majority approved the re-appointment of Mr. Ratan Jindal (DIN: 00054026) as a Chairman & Managing Director of the Company for a term of five years w.e.f. 01 st April 2022.

C. Directors retiring by rotation:

In terms of the provisions of Section 152 of the Companies

Act, 2013 read with the Articles of Association of the Company, Mr. Ratan Jindal (DIN: 00054026), Chairman

& Managing Director and Mr. Tarun Kumar Khulbe

(DIN: 07302532), Wholetime Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers themselves for re-appointment. term of three

Brief resume and other details as stipulated under

Regulation 36(3) of SEBI LODR and Secretarial Standard

- 2 issued by The Institute of Company Secretaries of India, for re-appointment of Mr. Ratan Jindal, Chairman

& Managing Director and Mr. Tarun Kumar Khulbe, Wholetime Director as Director liable to retire by rotation are mentioned in the Notice convening the ensuing AGM, which forms part of the Annual Report.

D. Cessation

As per the terms of appointment, Mr. Suman Jyoti

Khaitan (DIN: 00023370), completed his second term as an Independent Director on 21st September 2022 and accordingly ceased to be an Independent Director and member of the Board of Directors.

DECLARATION OF INDEPENDENCE OF DIRECTORS

All the Independent Directors of the Company had given the declaration under Section 149(7) of the Act and Regulation

25(8) of SEBI LODR 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 LODR. 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.

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.jindalstainless.com/wp-content/uploads/2023/01/Policy-on-Familiarisation-Programme.pdf

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent

Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

BOARD EVALUATION

An annual performance evaluation of all Directors, the Committees of the Board and the Board as a whole was carried out during the year under review. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded.

GENERAL MEETING / POSTAL BALLOT:

During the financial year ended 31st March 2023, apart from an Annual General Meeting of the Company held on 30th September 2022, your Company had sought approval of the shareholders through the following Postal Ballots:

a. Postal Ballot notice dated 26th May, 2022, for seeking approval of the shareholders for (i) entering into material related party contracts / arrangements / transactions for financial year 2022-23; (ii) enhancement of the limits of material related party contracts / arrangements

/ transactions entered into during the financial year

2021-22; and (iii) re-appointment of Mr. Ratan Jindal

(DIN: 00054026) as Chairman and Managing Director of the Company for a period of five years w.e.f. 1st April,

2022. The aforesaid matters were duly approved by the members of the Company and the result of postal ballot were declared on 28th June, 2022;

b. Postal Ballot notice dated 2nd August, 2022, for seeking approval of the shareholders for (i) making Jindal United Steel Limited a Wholly Owned Subsidiary by way of acquisition of 34,15,89,879 Equity Shares from OPJ Steel

Trading Private Limited, a promoter group company, and;(ii) re-appointment of Mr. Jayaram Easwaran (DIN: 02241192) as an Independent Director for a second term of three consecutive years. The aforesaid matter was duly approved by the members of the Company and the result of postal ballot were declared on 3rd September, 2022;

c. Postal Ballot notice dated 18th November, 2022, for seeking approval of the shareholders for (i) re-appointment of Mrs.

Arti Luniya (DIN: 05341955) as an Independent Director for a second term of three years, and; (ii) appointment of Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director for a first term of three years.

The aforesaid matters were duly approved by the members of the Company and the result of postal ballot was declared on 29th December, 2022.

Apart from the above, the members of the Company in its Extra-ordinary General Meeting (EGM) held on 20th April,

2023 approved the (i) appointment of Mr. Anurag Mantri (DIN: 05326463) as Executive Director & Group CFO of the

Company; and; (ii) appointment of Mrs. Shruti Shrivastava

(DIN: 08697973) as an Independent Director for a first term of three years. The aforesaid matter was duly approved by the members of the Company and the results of the EGM was declared on 21st April 2023.

FIXED DEPOSITS

Your Company had stopped accepting / renewing deposits from 1st April 2014. In compliance of the CLB Order, your

Company has repaid the entire outstanding deposits on

30th June 2016. As on 31st March 2023, your Company had total outstanding unclaimed matured deposits of INR 12,82,321/-.

The details relating to deposits, covered under Chapter V of the Act are provided hereunder:

1. Accepted during the year: Nil

2. Remained unpaid or unclaimed as at the end of the year due to pending clearance of cheques including interest: INR 12,82,321/- (unclaimed matured).

3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: - no default has been made and hence these details are not applicable.

(a) at the beginning of the year: Not Applicable (b) maximum during the year: Not Applicable (c) at the end of the year: Not Applicable

4. The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure - II to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the

Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours till the date of AGM and any member interested in obtaining such information may write to the secretarial department of the Company and the same will be furnished on request.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s Walker Chandiok & Co. LLP, Chartered Accountants and M/s. Lodha & Co., Chartered Accountants, Joint Statutory Auditors were appointed by the members of the Company on

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 Joint Statutory Auditors of the

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

The Notes to financial statements referred to in the Auditors'

Report are self-explanatory and do not call for any further comments. The Auditors' Report doesn't contain any qualification, reservation or adverse remark. During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143(12) of the Act.

COST AUDITORS

Pursuant to Section 148 (1) of the Act, your Company is required to maintain a 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 2023-24.

The remuneration payable to the Cost Auditors for the financial year 2023-24, as recommended by the Audit Committee and approved by the Board, shall be placed for ratification by members at the ensuing AGM in terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS

The Board of Directors, upon the recommendation of the Audit Committee, had appointed M/s Vinod Kothari & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. In terms of Regulation 24A of the SEBI LODR, the Secretarial Audit Report for the financial year ended 31st March 2023 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, 2023 confirmingcompliance of all applicable SEBI

Regulations, Circulars and Guidelines, by the Company was issued by M/s Vinod Kothari & Company, Practicing Company

Secretaries. The same shall be filed with the exchanges and made available on the website of the Company at https:// www.jindalstainless.com/corporate-governance/secretarial-compliance-reports

The Board of Directors at their meeting held on 17th May 2023, upon the recommendation of Audit Committee, has reappointed M/s Vinod Kothari & Company, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial

Audit of the Company for the financial year 2023-24

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered and executed during the year under review were at arms' length basis. As per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI LODR, 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– IV to this Report.

Consequent to the effectiveness of the Composite Scheme,

JSHL has amalgamated into and with the Company. Therefore, the disclosure of material related party transactions with JSHL made during the year have not been considered.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The policy on Dealing with Related Party Transactions, inter-alia covering the materiality of related parties transactions and dealing with related party transactions, as approved by the Board may be accessed on your Company's website at the link:

https://www.jindalstainless.com/wp-content/ uploads/2023/01/Related-Party-Policy-7.02.2022.pdf

The details pertaining to transaction(s) with person(s) or entity(ies) belonging to the promoter/promoter group which holds 10% or more shareholding in the Company are mentioned in the Standalone Financial Statements.

RISK MANAGEMENT

The Board of Directors had constituted a Risk Management Committee which has been entrusted inter alia with the following functions: (a) Framing of Risk Management Plan and

Policy; (b) Overseeing implementation / Monitoring of Risk Management Plan and Policy; (c) Identifying emerging risks and reviewing risk mitigation strategies; and (d) Formulating a cyber security plan and overseeing its implementation. The Committee has framed a risk management policy and the same is approved by the Board of Directors of the Company.

Your Company has laid down procedures to inform Board members about risk assessment and minimization strategy. The Board doesn't foresee any immediate risk which threatens the existence of the Company. 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.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financialcontrols with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

AUDIT COMMITTEE

The composition of the Audit Committee, 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 2022-23 were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Guided by the vision and philosophy of its Founder Late Shri O.P. Jindal, your Company has strived to deliver on its responsibilities towards its communities people and society at large. Your Company has planned intervention in various filed including promoting education & vocational training, integrated health care, livelihood & women empowerment, rural infrastructure development, environment sustainability sports and the like on voluntarily basis. Your Company carries out the social development 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 Companies Act, 2013, the Company has a CSR Committee, the composition of the CSR Committee as on 31st March 2023 is as under:

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.jindalstainless.com/wp-content/uploads/2023/01/JSL-

CSR-Policy.pdf

Further, the Corporate Social Responsibility Committee, in pursuance to its CSR policy, had formulated and recommended to the Board, annual action plan along with the CSR projects for the financial year 2022-23 and the same is approved by the Board of Directors of the Company.

The CSR Projects for the Finacial Yaer 2022-23 approved by the Board of Directors of the Comoany are available on the link: https://www.jindalstainless.com/corporate-governance#corporate-governance

The disclosure as per Rule 8 of the Companies (Corporate

Social Responsibility Policy) Rules, 2014 is herewith as

Annexure – V to this Report.

The details of meeting held during the financial year under review and attendance of Committee members at the said meeting are provided in the Corporate Governance Report, forming part of the Annual Report.

ENVIRONMENT, SOCIAL & GOVERNANCE (ESG)

Your Company aims to create long-term value for stakeholders by incorporating ESG standards and focusing on positive environmental and social performance. The

Company aims to achieve net zero carbon emissions by

2050 and plans to increase its renewable energy portfolio. Our 2050 sustainable development plan is an outcome of our risk management process. We have also increased usage of renewable energy, scrap for deep de-carbonization. We have been working on improving our energy efficiencyand process efficiency through best available technologies. Innovative processes including CCUS, green hydrogen in DRI and direct electrolysis.

Environment:

The initiatives taken by the Company towards its target to become net zero are available in the Annual Report.

JSL has invested in the strategic wastewater management system that ensures no discharge of wastewater into the environment. JSL has its own effluent treatment plants (ETP) to reuse treated waste water for various purposes. The company also promotes roof top water harvesting, using recycled water and harvested rainwater for 39% of total water consumption.

The company promotes environmental risk management and compliance with regulations, implementing the ‘3-R' philosophy for waste management. JSL produces most of its stainless steel from recycled scrap-metal recovered from slag-grinding dust, reducing the need for natural resources. Fly ash from the Captive Power Plant is reused 100% for cement plants, brick manufacturers, and sheet manufacturers, and bottom ash is sent for road making. Slag from Steel Melting Shop & Ferro Alloy Plant being generated is processed in Metal Recovery plant/Jigging Plant for recovery of valuable metal and further rejected slag are being reused in road making of NHAI. Hazardous Wastes namely used oil & waste oil is being sold 100% to authorised dealer for further recycling. CRM ETP Sludge is being sent to CHWTSDF for land filling. E waste generated from the plant is being sold to authorize re-processors. Sludge from BOD plant of Coke

Oven is being reused in Coke Oven battery.

We take significant around our plant facilities and keep the level of dust (particulate matter), NOx, and SOx well within the permissible limits.

We use advanced facilities like dust extraction systems, electrostatic precipitators, bag filters, ventilation, and low NOX burners for air emissions treatment. Housekeeping is maintained using dedicated crews and water sprinkling. As part of our effort to keep the local communities safe, we try to constantly improve the quality of diffused dust in the air.

We are aligned with the National Biodiversity Targets and take a risk-based approach to make biodiversity a key decision-making consideration. We are also committed to not operating in World Heritage areas and IUCN Category I-IV protected areas. Our plants are not within a 10 KM radius of any national parks or biodiversity hotspot areas. The company has established a state-of-the-art ‘Centre for

Environmental Excellence' with sophisticated R&D systems and regular tree plantation drives.

Social:

At Jindal Stainless, safety is ingrained in the organizational culture, and the company promotes both occupational and personal safety practices. JSL is committed to creating a safety culture among employees, contractors, customers and the communities in which we operate by adopting

4-E principles and implementing OHSAS 18001:2007 for Occupational Health & Safety and promote safety at various stages to roll out "ACCIDENT FREE STEEL". JSL is creating a safety culture within the organization through effective communication, participation, and consultation with all stakeholders. JSL has implemented a robust safety management system framework and a sound safety governance structure, including a Safety Observation Portal, night duty officers, HAZOP studies, regular safety trainings, and emergency mock drills. The EHS Department, consisting of experienced and empowered Safety Officers, Environment Officers, and Fire Officers, is responsible for devising best practices and procedures for creating a safe work environment. Supervisor Responsibility on safety is inherently adopted, driving safety ownership at respective shop floors.

Bi-weekly and monthly plant safety review meetings are held, and quarterly meetings of the Safety Apex Committee, EHS

Leaders, Contractors, and BBS (Behaviour-Based Safety) Mentors are held. JSL has achieved the ZERO LTI target for the financial year 2022-23.

Jindal Stainless has been recognized for its outstanding management skills and has received numerous awards, including the Great Managers-2022 award, the Golden Peacock National Training Award, and the CII HR Excellence

Award. The company has also been recognized for its commitment to HR excellence and has won the Transformation

Forum Award for Best Use of Gamification/Simulation Learning and Young L&D Leader of the Year (30-40). JSL has implemented two training programs, focusing on cross-functional teams and cross-functional projects. The company has also conducted knowledge and skill assessments for workers and supervisors through the online and incorporated

ESG awareness sessions in induction modules. In May 2022, JSL signed a MoU with SCTEVT to promote technical education on stainless steel and its applications. The company has also organized various committees to address employee grievances, introduced the Business Partner's

Meet, and introduced the HRBP concept to accelerate the evolution of its People Management processes and improvestepstomaintaintheair qualityinand overall efficiency. Specialized doctors conduct screenings, pathological investigations, and provide care for employees and their dependants.

The various initiatives taken by the Company towards upliftment and welfare of the marginalized sections of the society are available in the Annual Report and also on the

Company's website.

Governance:

Ethical conduct is crucial for enhancing long-term value for stakeholders and generating sustainable corporate growth. As a responsible corporate entity, Jindal Stainless Limited operates in a fair and transparent manner, focusing on disclosureprocedures,transparentaccountingpolicies,strong Board practices, and ethical standards. The company has well-defined governance structures, ensuring accountability, transparency, rule of law, and efficient management of economic, environmental, and social aspects.

The corporate governance polices of the Company are available at the link:

https://www.jindalstainless.com/corporate-governance/ policies

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

SEBI vide its Notification dated 5th May 2021, has amended the provisions of Regulation 34 of SEBI LODR, thereby making the Business Responsibility and Sustainability Report (BRSR) applicable to the top 1,000 listed entities (by the market capitalisation as on 31st March 2022) for reporting on a mandatory basis from FY 2022-23. The BRSR requires disclosure on the Company's performance against the nine principles of the National Guidelines on Responsibility

Business Conduct. Your Company ranked 321st position amongst the top 1000 listed entities on the National Stock

Exchange of India Limited as on 31st March, 2022.

Keeping up the commitment to be responsible and sustainable towards the environment and society, your Company has prepared the BRSR enshrined with the leadership indicators, for the Financial Year 2022 23.

The BRSR of the Company as per the requirements of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken by the Company, from the new indicators of environmental, social and governance perspective, is available at the link:

https://www.jindalstainless.com/annual-reports/ for

The policies referred in the above said report can also be viewed on the Company's website:

https://www.jindalstainless.com/corporate-governance/ policies/

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 ("POSH Act"). The policy aims at prevention of harassment of women employees and lays down the guidelines foridentification,reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

Further, in terms of the provisions of the SEBI LODR, the details in relation to the POSH Act, for the financial year ended on 31st March 2023 are as under:

a) Number of complaints pertaining to sexual harassment filed during the financial year: NIL

b) Number of complaints pertaining to sexual harassment disposed off during the financial year: NIL

c) Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED

The Company pays annual listing fees to NSE and BSE. No shares of your Company were delisted during the financial year 2022-23.

Further during the period under review, your Company has paid additional listing fees for listing of 46,62,23,429 equity shares, allotted on 16th March 2023 pursuant to the Composite Scheme of Arrangement as sanctioned by Hon'ble National Company Law Tribunal, Chandigarh bench ("Hon'ble NCLT") vide its order dated 2nd February 2023.

Consequent to the termination of the GDS Programme and delisting of the outstanding GDS from Luxemburg Stock

Exchange, the underlying equity shares of the Company shall positive attributes, independence of a Director continue to be listed on the BSE and NSE.

The Non-Convertible Debentures of your Company are listed on BSE.

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available on the Company's website and can be viewed at the below mentioned link:

https://www.jindalstainless.com/corporate-governance/ annual-return/

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended on 31st March 2023. The details of Board

Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with the Companies (Meetings of Board and its Powers) Rules,

2014 and Regulation 22 of the SEBI LODR, 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/2023/01/Whistle-Blower-Policy.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments by your

Company, as required under Section 186 of the Act are stated in Notes to Accounts of the financial statements, forming part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Company's business during the financial year ended on March 31, 2023.

However, consequent to the effectiveness of the Composite

Scheme of Arrangement, the object clause of the Company has been amended to carry out the business of the

Amalgamating Company, as defined above.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) considers the best remuneration practice in the industry and 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 including criteria for determining qualifications, and other matters, as required under sub-section (3) of Section 178 of the Act, of your Company can be viewed at the following link:

https://www.jindalstainless.com/wp-content/ uploads/2023/01/JSL-Remuneration-Policy.pdf

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting financial position of your Company have occurred between the end of the financial year of the Company to which Financial

Statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the financial year 2022-23, there was no such significant courts/ tribunals impacting the going concern status and

Company's operations in future.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of

India relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively and such other Secretarial

Standards, as and when applicable, have been duly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act with respect to directors' responsibility statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2023 and of the profit of the Company for the year ended on that date;

c) the 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) the 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) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and and that such systems were adequate and operating material order passed by the regulators/ effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI LODR forms part of the Annual Report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, during the period under review:

a) There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise.

b) There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.

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 the Whole-time Director of the Company received any remuneration or commission from any of the subsidiary companies.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the valuable assistance and cooperation received from shareholders, lenders, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on behalf of Board of Directors