Jindal Steel & Power Ltd

Dear Members,

The Board of Directors are pleased to present the Company's 45th Annual Report and the Company's audited financial statements (Standalone & Consolidated) for the Financial Year ended March 31, 2024.

financial results

The Company's financial results for the year ended March 31, 2024, are summarised below:

(7 in Crores)

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material change(s) and commitment(s), affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2024, and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended on March 31, 2024.

OPERATIONAL HIGHLIGHTS

In FY'24, the steel industry faced challenges due to geopolitical situations and a slower recovery in the Chinese real estate industry. This led to decreased consumption in the Chinese domestic market and increased exports from China, affecting global and Indian steel prices and exports.

Despite lower steel realisations, the company managed to increase its consolidated Adjusted EBITDA by 5% year-over-year (Y-o-Y), amounting to 710,231 Crores. This improvement was attributed to a better raw material blend and lower prices.

Production and sales figures remained stable compared to the previous fiscal year (FY 2022-23). Production, including pig iron, was

7.92 MT, slightly up from 7.89 MT in FY 2022-23. Sales were 7.67 MT, slightly down from 7.68 MT in FY 2022-23.

Gross revenues decreased by 4% Y-o-Y to H 58,115 Crores, primarily due to lower steel realisations. Despite a challenging export market environment, the company's focused sales efforts resulted in export volumes of 0.72 MT. However, the export share declined from 13% in FY'23 to 9% in FY'24. Consolidated Adjusted EBITDA increased to 710,231 Crores, up 5% Y-o-Y. The Company achieved a consolidated net profit of H 5,943 Crores in FY'24.

Pellet production increased by 3% Y-o-Y to 7.77 MT in FY'24. External sales of pellets also improved marginally, reaching 0.25 MT in FY'24 compared to 0.23 MT in FY'23.

Overall, despite the challenges in the steel industry and the global market dynamics affecting prices and exports, the Company managed to maintain stability in production and sales while improving its financial performance through operational efficiencies and strategic adjustments in raw material sourcing.

DIVIDEND

The Board of Directors of your Company is pleased to recommend a Final Dividend of 72/- per equity share of face value 71/- each for the financial year ended March 31, 2024.

The Company has framed Dividend Distribution Policy in accordance with Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations,2015 ("Listing Regulations"). The Policy may be accessed on the website of the Company at: www.jindalsteelpower.com.

The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves for the financial year ended March 31, 2024.

DEPOSITS

The Company has not accepted/received any deposits during the year under report, falling within the ambit of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

credit rating

Your Company's domestic credit ratings, as on March 31, 2024, are as follows:

During FY'24, Credit ratings of the Company were revised from AA(-), Positive/A1(+) to AA, Stable/A1(+) for its Long Term/Short Term debt facilities by CARE & ICRA both. Further, the Company had obtained rating for Non-Convertible Debentures of 75,000 crores with rating AA, Stable from CARE & ICRA both. However, there were no outstanding Non-Convertible Debentures as on March 31, 2024.

The Commercial Paper of the Company were rated by India Ratings & Research for an amount of 7 1,000 Crores, the rating for which was withdrawn by the agency in August 2023. There were no outstanding Commercial Paper during the year and as on March 31, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, the Listing Regulations and Ind AS, the audited consolidated financial statements are provided in the Annual Report.

SHARE CAPITAL

The Company's Authorised Share capital during the financial year ended March 31, 2024, remained at 7300,00,00,000/- (Rupees Three Hundred Crore only) consisting of 200,00,00,000 (Two Hundred Crore) equity shares of 71/- (Rupee One only) each and 1,00,00,000 (One Crore) Preference Shares of 7100/- (Rupees One Hundred only) each.

The Company's paid-up equity share capital remained at 71,02,00,88,097/- (Rupees One Hundred Two Crore Eighty-Eight

Thousand and Ninety Seven only) comprising of 1,02,00,88,097 (One Hundred Two Crore Eighty Eight Thousand and Ninety Seven) equity shares of 71/- (Rupee One only) whereas the paid- up preference share capital of the Company for the financial year ending March 31, 2024, was Nil.

employee stock option scheme/ employee share purchase scheme

In order to motivate, incentivise and reward employees, your Company instituted Employee Share Purchase Schemes namely JSPL ESPS-2013, JSPL ESPS-2018 and Employee Stock Option Schemes namely JSPL ESOP Scheme-2017 and Jindal Steel & Power Employee Benefit Scheme-2022.

The Nomination and Remuneration Committee ("NRC") monitors the implementation of JSPL ESPS-2013, JSPL ESPS-2018 and Employee Stock Option Scheme namely JSPL ESOP Scheme-2017 and Jindal Steel & Power Employee Benefit Scheme-2022, which are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").

Relevant disclosures pursuant to SEBI SBEB Regulations, as on March 31, 2024, are available on the website of the Company at www.jindalsteelpower.com.

Certificate from M/s RSMV & Co., Company Secretaries, New Delhi (CP No. 11571), Secretarial Auditors, with respect to the implementation of JSPL ESPS-2013, JSPL ESPS-2018, Employee Stock Option Scheme namely JSPL ESOP Scheme-2017 and Jindal Steel & Power Employee Benefit Scheme-2022 will be available on the website of the Company at www.jindalsteelpower.com.

NON-CONVERTIBLE DEBENTURES

There were no outstanding Non-Convertible Debentures as on March 31, 2024.

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions ("RPTs") entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.

Regulation 23(4) of the Listing Regulations states that all RPTs with an aggregate value exceeding 71,000 crore or10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction ("MRPTs") and shall require approval of shareholders by means of an ordinary resolution. The provisions of Regulations 23(4) requiring approval of the shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis. The amended Regulation 2(1) (zc) of the SEBI Listing Regulations has also expanded the definition of related party transactions which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not. Further, any transaction between the Company or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries would be considered as RPTs regardless of whether a price has been charged.

During the year under review, the Company has obtained approval to enter into MRPTs with Nalwa Steel & Power Limited, Vulcan Commodities DMCC, JSW International Tradecorp PTE Ltd., Jindal Saw Limited, between Jindal Steel Odisha Limited and Jindal Saw Limited. All the above related party transactions are in compliance with the provisions of Listing Regulations, as applicable during the financial year ended March 31, 2024.

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

The related party transaction policy of the Company can be accessed on the Company's website at: www.jindalsteelpower.com.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 and Listing Regulations have been disclosed in the notes to the standalone/consolidated financial statements forming part of this report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The particulars of loans, guarantees, securities and investments, covered under the provisions of Section 186 of the Act, are furnished in the financial statements.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

A separate statement containing performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in the prescribed form AOC-1, attached to the Consolidated Financial Statements and forms part of this report.

The names of companies which have become or ceased to be subsidiary or joint venture or associate companies, if any, during FY 2023-24 have been mentioned in the notes to the accounts.

The financial statements of subsidiary companies are kept open for inspection by the shareholders at the registered office of the Company during business hours on all days except on Saturdays, Sundays and on public holidays upto the date of the Annual General Meeting ("AGM") as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office or Corporate Office.

The audited financial statements including the consolidated financial statements and all other documents required to be attached thereto and financial statements of each of the subsidiaries have been uploaded on the website of your Company at www.jindalsteelpower.com.

Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of Listing Regulations. The policy may be accessed on the website of the Company at: www.jindalsteelpower.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD DIVERSITY

Your Company recognises the benefits of having a diverse Board, and increasing diversity at the Board level is viewed as an essential element in maintaining a competitive advantage. Your Company believes that a diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, which will ensure that the Company retains its competitive advantage.

Your Company believes that a diverse Board contributes towards driving business results, make corporate governance more effective, enhance quality and responsible decision-making capability, ensure sustainable development and enhance the reputation of the Company.

The Policy to Promote Diversity on the Board of Directors (Diversity Policy) adopted by the Board, in compliance with Regulation 19(4) read with Part D of the Schedule II of the Listing Regulations, sets out its approach to diversity. The Diversity Policy is available on the website of the Company at www.jindalsteelpower.com

Board of DirEcTors:

Based on the recommendations of Nomination and Remuneration Committee (NRC), the Board approved the appointments of Mr. Damodar Mittal and Mr. Sabyasachi Bandyopadhyay as Additional Directors with effect from March 28, 2023, to hold the office upto AGM of the Company, subject to the approval of shareholders of the Company. Mr. Damodar Mittal and Mr. Sabyasachi Bandyopadhyay were also appointed as Wholetime Directors of the Company for a period of 3 years with effect from March 28, 2023.

On the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved the re-appointments of Dr. Bhaskar Chatterjee as an Independent Director for a second term of 2 consecutive years w.e.f. July 29, 2023, and Mrs. Shivani Wazir Pasrich and Ms. Kanika Agnihotri as Independent Directors for a second term of 3 consecutive years w.e.f. July 29, 2023.

Subsequently, the shareholders of the Company, by way of resolutions passed through postal ballot on June 23, 2023, approved the appointments of Mr. Damodar Mittal and Mr. Sabyasachi Bandyopadhyay, as Directors and Wholetime Directors for a period of 3 years w.e.f. March 28, 2023 and re-appointments of Dr. Bhaskar Chatterjee as an Independent Director for a second term of 2 consecutive years w.e.f. July 29, 2023, and Mrs. Shivani Wazir Pasrich and Ms. Kanika Agnihotri as Independent Directors for a second term of 3 consecutive years w.e.f. July 29, 2023.

The term of appointment of Mr. Naveen Jindal as Executive Director, designated as Chairman, ended on September 30, 2023. Mr. Naveen Jindal has chosen to continue on the Board in the capacity of NonExecutive Chairman, with effect from October 1, 2023. Accordingly, Mr. Naveen Jindal was re-designated as Non-Executive Chairman of the Board, with effect from October 1, 2023. Mr. Naveen Jindal, Chairman will continue to guide the Company to shape its vision of being an ever-flourishing company focused on nation building, value creation and sustainable development.

Mr. Bimlendra Jha, Managing Director, and Mr. Ramkumar Ramaswamy, Wholetime Director & CFO, stepped down from their respective positions with effect from the close of business hours of January 31, 2024.

The Board places on record its deep appreciation for the contributions and guidance provided by Mr. Bimlendra Jha and Mr. Ramkumar Ramaswamy during their respective tenures on the Board.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Damodar Mittal, Wholetime Director of the Company, is retiring by rotation at the ensuing AGM of the Company and is eligible for re-appointment. Your Board recommends the re-appointment of Mr. Damodar Mittal, as Director of the Company.

The particulars in respect of Mr. Damodar Mittal as required under Regulation 36(3) of Listing Regulations and Secretarial Standard -2, are mentioned in the Notice of AGM.

Key ManagErial PErsonnEl:

In terms of Section 203 of the Act, Mr. Sunil Agrawal has been appointed as the Chief Financial Officer of the Company, effective from April 27, 2024.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the various Committees of the Board. Details of the same are given in the Corporate Governance Report which forms part of this report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each of the Independent Directors that they, respectively, meet the criteria of independence prescribed under Section 149 read with Schedule IV of the Act and rules made thereunder, as well as Regulations 16 and 25(8) of the Listing Regulations. Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfil the criteria of independence and are independent from the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board 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. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all Independent Directors of the Company have enrolled themselves on the independent Directors' Databank maintained with the Indian Institute of Corporate Affairs.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met 7 (Seven) times during the period under review. The details of number of meetings of the Board and various Committees of the Board of your Company are set out in the Corporate Governance Report, which forms part of this report.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards i.e., SS-1 and SS-2, relating to meetings of the Board of Directors and General Meetings have been duly followed by the Company.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Part D of Schedule II of the Listing Regulations, the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on the website of the Company and may be accessed at: www.jindalsteelpower.com. During the year under review, there has been no change to the Policy.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details, is annexed as AnnExurE - A to this report.

statutory auditors

M/s. Lodha & Co. has informed about its conversion of status from a partnership firm into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008. Consequently, the firm's status has changed from a partnership firm to an LLP and is now known as Lodha & Co. LLP.

Lodha & Co. LLP, Chartered Accountants (Firm Registration No. 301051E/E300284), New Delhi, were appointed as the Statutory Auditors for a period of 5 years from the conclusion of 42nd AGM till the conclusion of 47th AGM of the Company.

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

The Statutory Auditors have issued an unmodified opinion on the Company's Financial Statements for the financial year ended March 31, 2024 and the Auditor's Report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

There are no instances of any fraud reported by the Statutory Auditors to the Audit Committee or the Board pursuant to section 143(12) of the Act.

secretarial auditors

M/s RSMV & Co., Company Secretaries, New Delhi (CP No. 11571) were appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24.

Secretarial Audit Report issued by M/s RSMV & Co., Company Secretaries, New Delhi of the Company is annexed herewith as Annexure - B to the Report.

cost auditors

In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain the cost records. Accordingly, such accounts and records have been maintained by the Company.

M/s Ramanath Iyer & Co., (FRN 000019), Cost Accountants, were appointed as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 2024-25, subject to ratification of their remuneration by the Shareholders of the Company in the 45th AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration for the financial year 2024-25 of M/s Ramanath Iyer & Co., Cost Auditors, is included in the Notice convening the 45th AGM of the Company.

risk management

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognises that the applicable risks need to be managed and mitigated to protect the interests of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic and tactical actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

internal financial controls

The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

corporate social responsibility

The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavours to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.

The Health, Safety, CSR, Sustainability and Environment Committee ("HSCSE Committee") of the Board of Directors of the Company oversees the implementation of CSR Policy of the Company.

In line with the provisions of the Act and on the recommendations of the HSCSE Committee, the Board of Directors has approved the CSR Policy of the Company. Detailed CSR Policy of the Company has been uploaded on the website of the Company at www.jindalsteelpower.com.

The Annual Report on the CSR activities for the financial year 202324 is annexed herewith as Annexure - C to this report.

significant and material orders passed by the regulators or courts

No significant material order(s) have been passed by the regulators/ courts which would impact the going concern status of the Company and its future operations during the year under review.

directors' responsibility statement

Pursuant to Section 134(3) (c) of the Act, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards and Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

other disclosures / reporting

Business Responsibility and Sustainability Report

As stipulated under Listing Regulations, a separate section titled "Business Responsibility and Sustainability Report" forms part of this Annual Report which offers more detailed information on your Company's actions and initiatives related to environmental, social, and governance matters.

management discussion and analysis report

As stipulated under Listing Regulations, a separate section titled "Management Discussion and Analysis Report", forms part of this Annual Report.

conservationof energy,technology absorption and foreign exchange earnings and outgo

The particulars related to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - D to this Report.

annual return

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for the financial year ended March 31, 2024 has been uploaded on the website of the Company i.e. www.jindalsteelpower.com.

corporate governance

Your Company is committed to achieve the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. Your Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulations for the Financial Year 2023-24 and a certificate issued by Navneet K. Arora & Co. LLP, Company Secretaries in Practice confirming compliance with the conditions of Corporate Governance is annexed herewith as Annexure - E to this report.

whistle blower policy/vigil mechanism

Your Company has formulated a robust vigil mechanism to deal with instances of unethical behaviour, actual or suspected fraud or violation of Company's code of conduct or ethics policy. The details of policy are explained in the Corporate Governance Report and also uploaded on website of the Company at: www.jindalsteelpower.com.

prevention of sexual harassment at workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the

Rules made thereunder, your Company has constituted an Internal Complaints Committee having designated independent member(s) to redress complaints regarding sexual harassment. For details of the complaints received etc. during the period under review please refer the Corporate Governance Report.

disclosure under the insolvency and bankruptcy code, 2016

There was no application made by the Company initiating insolvency proceedings against any another entity nor are any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

difference in valuation in the case of one time settlement of loan from bank or financial institution

There was no one time settlement of loan from banks or financial institutions by the Company during the year under review. Accordingly, there are no details regarding difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

cautionary statement

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government Regulations, Tax Laws, Economic Developments within the country and other factors such as litigation and industrial relations.

acknowledgements

The Directors wish to place on record their appreciation for the sincere services rendered by Company's staff and workers at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/ Financial Institutions and other stakeholders such as shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.