Jindal Saw Ltd

Board's Report

(Rs in Lakhs)

The Board of Directors of your Company in their meeting held on 16^th March, 2022 after considering the recommendation of Independent Directors and Audit Committee, approved the Composite Scheme of Amalgamation between Jindal Saw Limited ("Transferee Company" or the "Company") and Jindal Quality Tubular Limited ("JQTL" "Transferor Company 1") and Jindal Tubular (India) Limited ("JTIL" "Transferor Company 2") and Jindal Fittings Limited ("JFL" "Transferor Company 3") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Further, the Hon'ble National Company Law Tribunal, Allahabad Bench ("NCLT") vide its order dated 21^st March, 2024 approved the Scheme. An intimation of the same was filed with NSE and BSE on 21^st March, 2024. The Company had also filed the said order with Registrar of Companies on 29^th March, 2024. Accordingly, JQTL,JTIL and JFL stand merged with Jindal Saw Limited with effect from 29^th March, 2024.

ii. Jindal ITF Limited (Transferee Company) and Sulog Transshipment Services Limited (Transferor Company)

The Board of Directors of M/s Jindal ITF Limited, a subsidiary of the Company, had in its meeting held on September 9, 2022 approved the scheme of merger of its wholly owned Subsidiary, M/s Sulog Transshipment Services Limited with M/s Jindal ITF Limited under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Further, the Hon'ble National Company Law Tribunal, Allahabad Bench ("NCLT") vide its order dated 9^th August, 2023 approved the Scheme. The said order was filed with Registrar of Companies on 22^nd August, 2023. Accordingly, Sulog Transshipment Services Limited stand merged with Jindal ITF Limited with effect from 22^nd August, 2023.

iii. Acquisition and Merger of Sathavahana Ispat Limited under Insolvency and Bankruptcy Code, 2016

In the IBC proceedings of Sathavahana Ispat Limited (SIL) before the Hon'ble National Company Law Tribunal, Hyderabad Bench (NCLT), the Company participated by submission of a Resolution Plan ("Resolution Plan") for its acquisition. The Resolution Plan was accepted and the Company was declared as the Successful Resolution Applicant ("SRA") for acquisition of SIL by NCLT vide its order dated 31^st March, 2023 under Section 31 of the Insolvency and Bankruptcy Code, 2016 (the "IBC"). Pursuant to the approval and subsequent implementation of the said Resolution Plan, SIL stands merged with Jindal Saw Limited with effect from 26^th April, 2023.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report has been given under separate section.

6. DIVIDEND

The Board has, subject to the approval of Members at the ensuing annual general meeting, recommended a dividend @ ' 4/- per equity share of face value of ' 2/- per equity share (i.e. 200%) for the year ended March 31, 2024.

7. DIVIDEND DISTRIBUTION POLICY

Your Company has a Dividend Distribution Policy, in compliance with the 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.

8. TRANSFER TO RESERVES

Since the requirement to do transfer from Current Year Profits to Reserves have been dispensed with the Ministry of Corporate Affairs ("MCA"), no amount was transferred to any reserve during the financial year.

9. SHARE CAPITAL

There is no change in the paid-up equity share capital of the Company during the year 2023-24. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

10. 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.

11. 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 and administer the above scheme 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 of 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 Nomination and Remuneration Committee and Board of Directors in their respective meetings held on 26^th October, 2023 approved the changes of name of the trust to "Employees Samruddhi Trust".

Further, the Members of the Company in their Extraordinary General Meeting held on 24^th November, 2023 approved the amendment in the SAR Scheme 2018. The amendments were aimed for (i) the benefit of the employees to be able to receive such number of shares as may be equivalent to the Appreciation Value (defined under SAR Scheme 2018) corresponding to the SAR in favour of grantee pursuant to Regulation 23(2) of the SEBI (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 (SBEB Regulations) ; and (ii) the purposes of certain tax Planning for the Company.

The applicable disclosures as stipulated under the SEBI ("SBEB Regulations"), pertaining to the year ended 31^st March, 2024, is available on the Company's website at www. jindalsaw.com.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024 Company has 8 direct subsidiaries, 13 indirect subsidiaries, 1 associate and 1 joint venture. The Board of Directors reviewed the affairs of the subsidiaries. During the year, JQTL, JTIL and JFL merged with the Company. Sulog Transshipment Services Limited merged with Jindal ITF Limited, a subsidiary of the Company. Accordingly, these companies ceased to be the subsidiary/associate of the Company.

Further, during the year, the Company had purchased 31.2% equity shareholding of ReNew Surya Tejas Private Limited and transferred its entire shareholding in Quality Iron and Steel Limited. Accordingly, ReNew Surya Tejas Private Limited, become an associate of the Company and Quality Iron and Steel Limited ceased to be the 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

13. 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.

14. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The Members of the Company had appointed Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company for their 2^nd 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 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith marked as Annexure 2 to this Report.

The Board in their meeting held on 07^th May, 2024 have reappointed M/s. S. K. Gupta & Co., Company Secretaries, as Secretarial Auditors, to conduct Secretarial Audit of the Company for the financial year 2024-25.

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 is 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 2023 were submitted with the Central Government by filing Form CRA-4 vide SRN F62264981 dated 04^th July, 2023.

15. 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, 2024, 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, 2024 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.

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 with 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 conducted 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- programe-2023-2024.pdf

19. 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, Ms. Sminu Jindal, Managing Director, (DIN: 00005317) and Mr. Neeraj Kumar, Group CEO and Whole-time Director (DIN: 01776688) of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

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

The Members in their Annual General Meeting (AGM) held on 20^th June, 2023, based on the recommendation of Board of Directors of the Company, approved the reappointment of Dr. Vinita Jha (DIN : 08395714), Mr. Sanjeev Shankar (DIN : 06872929) and Mr. Girish Sharma (DIN : 05112440) for 2^nd term of further period of 5 consecutive years as an Independent Directors of the Company w.e.f. 22^nd March, 2024.

Further, Members in their AGM held on 20^th June, 2023, based on the recommendation of Board of Directors of the Company, approved the appointment/reappointment of the following:

a. Appointed Ms. Shradha Jatia as Whole-time Director of the Company for period of 5 years w.e.f. 18^th May, 2023.

b. Appointed Ms. Tripti Jindal Arya as Whole-time Director of the Company for period of 5 years w.e.f. 18^th May, 2023

c. Reappointed Mr. Neeraj Kumar as Group CEO and Whole- time Director of the Company for the period of 5 years w.e.f. 01^st July, 2023; and

d. Reappointed Mr. Hawa Singh Chaudhary as Whole-time Director of the Company for period of 2 years w.e.f. 01^st November, 2023.

The board later redesignated Ms. Shradha Jatia and Ms. Tripti Jindal Arya as Joint Managing Directors of the company w.e.f. 29^th August 2023.

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, Non- Executive and 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 March 31, 2024 was in conformity with Regulation 17 of the SEBI Listing Regulations 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.

20. 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. CREDIT RATING

The credit ratings obtained by the Company during the year under review are as under:

22. 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, 2024.

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-f inal-2022.pdf.

Please refer to note 51 to the standalone financial statements which sets out related party disclosures.

23. 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 year, the Company had spent ' 1,841.01 Lakh on CSR activities against the total obligation of ' 1,211.88 Lakh. Thus, an amount of ' 629.13 lakh over spent on above activities for the financial year ended 31^st March 2024. The management continue to explore the feasible project to spend the CSR fund so that the society at large would be benefited.

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 7^th May, 2024 approved the excess spent amount of ' 629.13 Lakh spent of CSR activities during FY 2023-24 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. DISCLOSURE MEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 6 (Six ) times during the year ended 31^st March, 2024. These meetings of the Board of Directors were held on 17^th May, 2023, 11^th August, 2023, 26^th October, 2023, 14^th December, 2023, 16^th January, 2024 and 28^th March, 2024. The composition of Board of Directors during the year ended March 31, 2024 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 16^th May, 2023 and 11^th September, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2024 the Audit Committee comprised of 5 Independent Directors and 1 Executive Director as its Members. The Chairperson 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, 2024, the Committee met 5(five) times on 17^th May, 2023, 11^th August, 2023, 26^th October, 2023, 16^th January, 2024 and 28^th March, 2024 . For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2024, the Nomination and Remuneration Committee comprised of 4 Independent Directors. The Chairperson 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 Regulation 19 of SEBI Listing Regulations.

During the year ended 31^st March, 2024 the Committee met 2 (two) times on 16^th May, 2023 and 26^th October, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March 2024, the Stakeholders Relationship Committee comprised of 4 Independent Directors and 2 Executive Directors. The Chairperson 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, 2024 the Committee met once on 6^th March, 2024 . 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, 2024, the CSR Committee comprised of

3 Independent Directors and 2 Executive Directors. The Chairperson of the Committee is an Independent Directors. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013.

During the year ended 31^st March, 2024, the Committee met once on 29^th March , 2024. For further details, please refer Report on Corporate Governance attached to this Annual Report.

RISK MANAGEMENT COMMITTEE

As on 31^st March, 2024, the Risk Management Committee comprised of 2 Independent Directors, 2 Executive Directors and 2 non board members. The Chairperson of the Committee is an Independent Director. The Composition of the Risk Management Committee is in conformity with requirements of the SEBI Listing Regulations.

During the year ended 31^st March, 2024 the Committee met 2 (two) times on 11^th September, 2023 and 6^th March, 2024. 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 Chairperson of the Audit Committee.

During the year, one complaint was received from a whistle blower complaining about the mis-conduct of one of the employee at Haresamudram Plant.A committee consisting of 3 persons, each from internal audit, HR and logistics department at the Head Office was formed who had visited Haresamudaram plant for their investigation. The Committee has done detailed investigation and found out that the complaint has no substance, hence, stands closed. No other 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 2023-24 may be accessed under investor relation tab on the Company's website at the link https://www.jindalsaw.com/pdf/draft-extract-of- annual-return-for-fy-2023-24.pdf.

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 AND 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.

29. PUBLIC DEPOSITS

During the year ended 31^st March, 2024, 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, 2024.

30. 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.

The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1^st February, 2022. In response to the show cause notice, the Company filed a reply on 22^nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4^th April, 2022 for amicable settlement of the matter.The Company's settlement application was accepted and on payment of settlement amount, the SEBI vide its order dated 1^st December, 2023 settled the matter.

The Company had filed its audited (standalone and consolidated) financial results for the year ended 31st March, 2023 (CFS) with stock exchanges on 17^th May, 2023 along with declaration that the opinion in the auditors report by the statutory auditors on the above results is not modified. However, the stock exchanges have taken a contrary view and imposed the penalty on the Company under SOP ignoring all the submissions made by the Company as well as the statement of Statutory Auditors, Price Waterhouse Chartered

Accountants LLP confirming that their Audit Report on the CFS did not contain any modified opinion. The Company has been regularly following up with the stock exchanges on the above but no response has been received as on date.

31. 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 provides an equal employment opportunity 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

32. 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.