|
To
The Members,
Your Directors are pleased to present the 41
st
Annual Report (Integrated) on the business and operations of the Company and the auditedfinancial financial year ended 31
st
March, 2026.
1.
FINANCIAL RESULTS
The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial performance for the year under review (standalone and consolidated) alongwith previous year's figures are given hereunder -
` ( in Lakhs)
Financial Year ended
Particulars Standalone Consolidated
March 31, 2026
March 31, 2025
March 31, 2026
March 31, 2025
Revenue from Operations
14,62,013.40
17,93,615.91
17,89,516.52
20,82,889.48
Profit before finance cost, depreciation,
1,83,456.15
3,45,576.60
2,30,642.25
3,54,820.32
exceptional items and tax
Less:
Finance costs
47,015.47
48,835.03
61,955.93
62,345.34
Depreciation and amortization expense
49,444.09
47,949.10
63,049.11
60,205.97
Profit before tax
86,996.59
2,48,792.47
1,05,637.21
2,32,269.01 Share of profit/(loss) of joint venture
-
-
1,933.31
2,627.49 Tax expense
8,598.02
61,345.55
15,037.95
89,091.73
Profit after tax
78,398.57
1,87,446.92
92,532.57
1,45,804.77
Other Comprehensive Income
(371.69)
(647.30)
12,889.46
1,166.74
Total Comprehensive Income for the year
78,026.88
1,86,799.62
1,05,422.03
1,46,971.51
Earning per Equity share (face value of ` 1/- each)
(i) Basic (`)
12.30
29.44
15.27
27.31
(ii) Diluted (`)
12.27
29.35
15.23
27.22
2.
REVIEW OF OPERATIONS
The financial year 2025-26 has registered decrease in production and sales volumes as compared to previous financial year. The total pipe production (including pig iron) during 2025-26 was ~ 14,90,398 MT (including ~ 1,21,648 MT pipes produced on job work) as compared to ~ 17,04,013 MT (including ~ 80,512 MT pipes produced on job work) during 2024-25. The annual pellet production during 2025-26 was 14.60 lakhs MT as compared to 16.50 lakhs MT during 2024-25. During financial year 2025-26, the Company has sold (including pig iron) ~ 13,75,935 MT (including ~ 75,083 MT pipes on job work) as compared to 16,97,577 MT (including ~ 77,466 MT pipes on job work) during 2024-25.
30
3.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the
Company during the financial yearended 31
st
March, 2026.
4.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
5.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under
Regulation 34 of SEBI Listing Regulations 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
@ ` 2/- per equity share of face value of Re. 1/- per equity share (i.e. 200%) for the year ended March 31, 2026.
7.
DIVIDEND DISTRIBUTION POLICY
Your Company has a Dividend Distribution Policy, in compliance with the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the Company's website: https:// jindalsaw.com/docs/Dividend-Distribution-Policy.pdf.
In terms of the Policy, 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 off by the Ministry of Corporate Affairs (''MCA''), no amount was transferred to any reserve during the financial year.
9.
SHARE CAPITAL
The paid-up and subscribed equity share capital of the Company as on 31
st
March 2026 stands at ` 63,95,18,734/, divided into 63,95,14,734 equity shares of Re. 1/- each. The paid-up equity share capital also includes ` 4,000/- comprising 8,000 equity shares of Re. 1/- each, which are partly paid and have been forfeited by the Company.
Further, during the year under review, the Board of Directors, at its meeting held on 9
th
June, 2025, pursuant to a request received from the shareholders of 8% Non Cumulative, Non Convertible Redeemable Preference Shares (RPS), approved the redemption of 17,09,821 (RPS), representing
50% of the outstanding RPS. Accordingly, the paid up and subscribed preference share capital of the Company as on 31
st
March 2026, stands at ` 17,09,81,700 divided into 17,09,817 RPS of ` 100/- each.
Apart from the above, there was no other change in the share capital of the Company during the year. The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.
10. NON-CONVERTIBLE DEBENTURES
As on 31st March, 2026, the Non-Convertible Debentures
(NCDs) of the Company stand at ` 500 Crores dividend into 5000 NCDs of ` 10,00,000/- each. The NCDs of the Company are listed on the debt segment of National Stock Exchange of India Limited.
11. PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the year under review within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
Further, no amount of principal or interest on deposits was outstanding as on 31
st
March 2026.
12. 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 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 and is administered by Axis Trustee Services Limited as trustee. The above schemes involves acquisition of shares from the secondary market. The trustee had brought 21,00,328 equity shares of the Company under
SAR Scheme 2018. Out of the total 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 applicable disclosures as stipulated under the SEBI
(Share Based Employee Benefits) Regulations, 2021 ("SBEB Regulations"), pertaining to the year ended 31
st
March, 2026, is available on the Company's website at https://jindalsaw. com/investor-relations/compliances/.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31
st
March 2026, the Company has 7 direct subsidiaries,
14 indirect subsidiaries and 3 associate companies.
The Board of Directors periodically reviews the affairs, performance and financial position of the subsidiaries.
During the year under review, the Company, through one of its subsidiaries, incorporated two subsidiaries namely Jindal Saw And Buhur Altavision Co. in the Kingdom of Saudi Arabia (KSA) and Jindal Seamless Pipe Manufacturing LLC in the United Arab Emirates (UAE). Further, the Company also acquired 26.52% equity shareholding in AMPIN C&I Power
Nineteen Private Limited through a subsidiary.
Accordingly, Jindal Saw and Buhur Altavision Co. and Jindal Seamless Pipe Manufacturing LLC became subsidiaries of the Company, while AMPIN C&I Power Nineteen Private Limited became an associate of the Company. that they are not disqualified from
Further, during the period under review Jindal MMG, LLC, ceases to be the Joint Venture of the Company.
In accordance with the provisions of Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries are prepared and form part of this Annual Report. Further, a statement containing the salient features of the financial statements of the associates and joint ventures in Form AOC-1, as required under Section 129(3) of the Companies Act, 2013, forms part of the Annual Report. The statement provides details of the performance and financial position of each of the
Subsidiaries, Associates and Joint Ventures.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited standalone and consolidated financial statements of the Company, together with the audited financial statements of each of its subsidiaries, are available on the Company's website at www.jindalsaw.com.
These documents will also be available for inspection by the
Members during business hours at the Registered Office of the Company up to the date of the Annual General Meeting.
The policy for determining material subsidiaries may be accessed on the Company's website at the link: https:// jindalsaw.com/docs/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES-10-2020.pdf.
14. 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.
15. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The Members of the Company had appointed Price Waterhouse Chartered Accountants LLP as Statutory
Auditors of the Company for a term of 5 (five) consecutive years to conduct the audit from FY 2021-22 to FY 2026-
27. The Price Waterhouse Chartered Accountant LLP have confirmed 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.
Company'ssubsidiaries,
SECRETARIAL AUDITORS
As per the provisions of Regulation 24A of SEBI Listing Regulations, the members in their 40
th
Annual General Meeting held on 12
th
June, 2025 appointed M/s. S. K. Gupta
& Co., Company Secretaries, as Secretarial Auditors, to conduct Secretarial Audit of the Company for 5 consecutive financial year effective from the financial year 2025-26.
The Secretarial Audit Report for the financial 31st March, 2026 by the M/s S. K. Gupta & Co., Company
Secretaries, is annexed herewith marked as Annexure 2 to this Report.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS i. Auditors' Report:
There have been no fraud, qualification, reservation or adverse remark reported by the Statutory Auditors of the Company.
ii. Secretarial Auditor's Report:
There 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, 2027. 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 31st March 2025 were submitted with the Central Government by filing 12
th
August, 2025.
16. 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
a. that in the preparation of the annual accounts for the financial year ended 31
st
March, 2026, 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 the profit period.
c. that they had taken proper and sufficient care for e consecutive years, constituting his 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, 2026 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.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company comprises an appropriate mix of Executive and Non-Executive Directors, including Women Directors, possessing rich experience and expertise across diverse fields such as corporate finance, strategic management, accounts, legal, marketing, FormCRA-4videSRNAB5973716dated brand building, social initiatives, general management and strategy. Except for the Independent Directors, all other Directors are liable to retire by rotation in accordance with the provisions of the Companies Act, 2013.
In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Ms. Shraddha Prithvi Rj, Joint Managing Director (DIN: 00016940) and Shri Neeraj Kumar, Director (DIN: 01776688), retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has appointed
Shri Ashutosh Karnatak (DIN- 03267102) as an Additional
Director in the category of Independent Director of the Company with effect from 27
th
April, 2026. In accordance with the provisions of Section 161 of the Companies Act,
2013, he shall hold office up to the date of the ensuing oftheCompanyfor theyearended on that
Annual General Meeting. The Board has recommended his appointment as an Independent Director of the Company foraperiodof term, with effect from 27
th
April, 2026.
Further, Shri Prithavi Raj Jindal, Non-Executive Director of the Company, will be attaining the age of 75 years during the FY 2026-27. In terms of Regulation 17(1A) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, continuation of a Non-Executive Director who has attained the age of 75 years requires the approval of the shareholders by way of a Special Resolution. Accordingly, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of your Company proposes, the necessary resolution seeking approval of the Members for continuation of Shri Prithavi Raj
Jindal as a Director of the Company at the ensuing Annual General Meeting.
Further, in terms of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, Abhiram Tayal (DIN: 00081453), who had completed his 2
nd
term of five consecutive years as an Independent Director on 9
th
July 2025, ceased to be an Independent
Director of the Company upon completion of his tenure.
Due to internal restructuring, Shri Neeraj Kumar step down from the position of Group CEO and Whole-time Director from 31st July, 2025 and continued to be associated with the Company as Non-Executive Director of the Company w.e.f. 01
st
August, 2025.
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 31
st
March, 2026 is in conformity with Regulation 17 of the SEBI Listing
Regulations, 2015 read with Section 149 of the Companies Act, 2013.
The Company has policy, namely Nomination and Remuneration Policy, to govern directors' appointment, including criteria for determining qualifications, positive attributes, independence of a director, remuneration to the directors and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
19. STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS
In the opinion of the Board, the Independent Directors possess a clear sense of values and integrity and have the requisite expertise, experience and proficiency in their respective fields.
All the Independent Directors of the Company are registered with the Data Bank maintained by the Indian Institute of
Corporate Affairs. In terms of 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 exempt from undertaking the online test conducted by the Indian Institute of Corporate Affairs, except those who were required to undertake such test and have successfully passed theonlineproficiency self-assessment test within the prescribed time
20. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of Individual Directors.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the
Chairperson and Non-Independent Directors was carried out by the Independent Directors at their separate meeting. The evaluation process considered various aspects including the composition of the Board, experience and competencies of Directors, governance practices and the contribution of Directors towards the strategic direction and effective functioning of the Company.
In accordance with the provisions of Section 178(1) of the
Companies Act, 2013 and the SEBI Listing Regulations, the
Company has adopted a Policy for Performance Evaluation of Independent Directors, the Board, its Committees and other Directors, which also lays down the criteria for evaluation of Executive and Non-Executive Directors. Based on the said Policy, the Board carried out the evaluation of its performance, the performance of its Committees and individual Directors. The details of the evaluation process have been provided in the Report on Corporate Governance, forming part of this Annual Report. The Policy is available on the Company's website and may be accessed at: https:// jindalsaw.com/docs/POLICY-REMUNERATION-POLICY-OF-JINDAL-SAW.pdf
Further, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates, the business model of the Company and related matters. The details of such familiarisation programmes are available on the Company's website at: https://jindalsaw.com/investor-relations/compliances/?tax=compliances&term=familiarisa tion-programme-for-independent-directors.
21. 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.
22. CREDIT RATING
The credit ratings obtained by the Company during the year under review are as under:
|
Date of Rating
|
Credit Rating Agency
|
Instrument/Type of Rating
|
Rating
|
Remarks
|
|
23rd May 2025
|
CARE Ratings Limited
|
a)
Commercial Paper ` 400 Crores
|
CARE A1+ (A one Plus)
|
Reaffirmed
|
|
|
|
a)
Long Term Bank Facilities `
|
|
|
|
|
|
1980.83 Crores
|
|
|
|
01
st
July 2025 d CARE Ratings Limited Reaffirme CARE AA (Outlook: Stable)
|
|
|
|
|
|
|
|
b)
Non-Convertible Debentures `
|
|
|
|
|
|
500 Crores
|
|
|
|
|
|
a)
Commercial Paper ` 400 Crores
|
|
|
|
01
st
July 2025
|
CARE Ratings Limited
|
b)
Short Term Bank Facilities ` 9000
|
CARE A1+ (A one Plus)
|
Reaffirmed
|
|
|
|
Crores
|
|
|
|
01
st
July 2025
|
CARE Ratings Limited
|
a)
Issuer Rating
|
CARE AA (Outlook: Stable)
|
Reaffirmed
|
|
22
nd
Sep 2025
|
CARE Ratings Limited
|
a)
Commercial Paper ` 400 Crores
|
CARE A1+ (A one Plus)
|
Reaffirmed
|
|
|
Brickwork Ratings
|
a)
Non-Convertible Debentures of `
|
|
|
|
09
th
October 2025
|
|
|
BWR AA (Stable)
|
Reaffirmed
|
|
|
India Pvt Ltd
|
500 Crores
|
|
|
23. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that all material related party transactions ("Material RPTs") shall require prior approval of the shareholders of the Company by way of a resolution. The determination of a Material RPT is based on the scale-based thresholds prescribed under
Schedule XII of the said Regulations, which are linked to the annual consolidated turnover of the Company. Accordingly, any related party transaction, whether entered into individually or taken together with previous transactions during a financial year, exceeding the applicable threshold shall be treated as a Material RPT and shall require prior shareholder approval, irrespective of whether such transaction is in the ordinary course of business or at 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 Limited.
All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis. Accordingly, the disclosure of Related
Party Transactions in Form AOC-2 in terms of Section 188 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is not applicable.
All Related Party Transactions are placed before the Audit Committee for its prior approval in compliance with
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and a statement of all such transactions is also submitted to the Audit Committee on a quarterly basis for its review.
The related party transaction policy of the company can be accessed on the Company's website at the link: https:// jindalsaw.com/docs/Policy-on-RPTs_Jindal-Saw-Ltd-final-2026.pdf.
The details of transactions with related parties as required under Indian Accounting Standard (Ind AS) 24 are provided in the Notes to the Financial Statements forming part of this Annual Report.
24. 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 has formulated a CSR Policy which provides guidelines for undertaking CSR activities. The salient features of the Policy form part of the Annual Report on CSR Activities annexed to this Board's Report. The CSR Policy is available on the Company's website at: https://jindalsaw.com/docs/CSR-Policy-2021.pdf.
The key philosophy of all CSR initiatives of the Company is driven by its core value of inclusion. Pursuant to the CSR Policy, various CSR initiatives were approved by the CSR Committee, which were undertaken by the Company during the year.
During the financial year 2025 26, obligation was ` 3,426.89 lakh. After considering the buffer of excess amount of ` 118.48 lakh available for set-off from the previousfinancialyear, the net CSR liability for FY 2025 26 stood at ` 3,308.40 lakh. During the year, the Company spent ` 3,338.63 lakh on CSR activities. which resulted into an amount of ` 30.23 lakh excess spent on above activities.
Out of current year's expenditure, ` 2,022.20 Lakh related to ongoing CSR projects, which was deposited in the separate bank account. The expenditure related to ongoing projects will be incurred over the next threefinancialyears in accordance with the provisions of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
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 27
th
April, 2026 approved the excess spent amount of ` 30.23 Lakh spent of CSR activities during FY 2025-26 to be set off against the requirement of amount to be spent 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.
25. 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 the Company's CSR associated risks.
26. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY
The Company has adequate Internal Financial Controls with reference to financial statements, size, scale and complexity of its operations. The Company has established a robust internal control framework to ensure 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 accounting records and timely preparation of reliable financial information.
The Internal Audit function periodically evaluates the adequacy and effectiveness of internal controls and compliance with the policies and procedures of the Company. The Audit Committee regularly reviews the internal audit findings and the adequacy of internal control systems.
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.
27. 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.
28. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial
Standards, namely SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings), SS-3 (Dividend) and SS-4 (Report of the Board of Directors), issued by the Institute of Company Secretaries of India.
29. DISCLOSURE
MEETINGS OF THE BOARD
During the year under review, the Board of Director of the
Company met 5 (Five) times on 2nd May, 2025, 9
th
June, 2025, 5th August, 2025, 17th October, 2025, and 16
th
January, 2026. The composition of Board of Directors during the year ended March 31, 2026 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 once on 1
st
May, 2025. For further details, please refer Report on Corporate Governance attached to this Annual Report.
AUDIT COMMITTEE
As on 31
st
March, 2026 the Audit Committee comprised of 4 Independent Directors 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, 2026, the Committee met 6 (Six) times on 8
th
April, 2025, 2nd May, 2025, 9
th
June,
2025, 5th August, 2025, 17th October, 2025, and 16
th
January, 2026. For further details, please refer Report on Corporate Governance attached to this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31
st
March, 2026, the Nomination and Remuneration
Committee comprised of 3 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 SEBI Listing Regulations.
During the year ended 31
st
March, 2026 the Committee met twice on 1
st
May, 2025 and 5th August, 2025. For further details, please refer Report on Corporate Governance attached to this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31
st
March 2026, the Stakeholders Relationship
Committee comprised of 3 Independent Director and 1
Executive Director. 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, 2026 the Committee met once on 4
th
February, 2026. 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, 2026, the CSR Committee comprised of 3 Independent Directors and 1 Executive Director. The
Chairperson of the Committee is an Independent Director. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013.
During the year ended 31
st
March, 2026 the Committee met twice on 4
th
February, 2026 and 23
rd
March, 2026. For further details, please refer Report on Corporate Governance attached to this Annual Report.
RISK MANAGEMENT COMMITTEE
As on 31
st
March, 2026, the Risk Management Committee comprised of 2 Independent Directors, 1 Executive Director and 2 non board members. The Chairperson of the Committee is 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, 2026 the Committee met twice on 8
th
October, 2025 and 23
rd
March, 2026. 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 Managing
Director or to the Chairperson of the Audit Committee.
No complaint was received during the year nor was pending
at the end of the year.
The Policy on vigil mechanism and whistle blower may be accessed on the Company's website at the link: https:// jindalsaw.com/docs/Vigil-mechanism-Policy-new.pdf
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans given, guarantees provided and investments made during the financial year under review, as covered under the provisions of Section 186 of the
Companies Act, 2013, are
disclosed in the notes to the
standalone financial
statements, forming part of this
Report.
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 2025-26 may
be accessed under investor
relation tab on the Company's
website at the link
https://jindalsaw.com/investor-
relations/financial-
reporting/?tax=financial&term=annual-
return#reports.
PARTICULARS OF
EMPLOYEES AND RELATED
DISCLOSURES
In terms of the provisions of
Section 197(12) of the Act read
with rules 5(2) and 5(3) of
the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014, a
statement showing the names
and other particulars of the
employees drawing remuneration
in excess of the limits set
out in the said Rules are provided
as Annexure 4.
Disclosures pertaining to
remuneration and other details
as required under Section
197(12) of the Act read with rule
5(1) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules,
2014 are provided as Annexure
5.
BUSINESS RESPONSIBILITY
SUSTAINABILITY REPORT
As per Regulation 34(f) of SEBI Listing Regulations, the
Annual Report shall contain business responsibility and sustainability report (BRSR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRSR is made available on the Company's website at https:// jindalsaw.com/investor-relations/compliances/?tax=comp liances&term=business-responsibility-and-sustainability-report.
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.
DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961
The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time.
Further, in accordance with the provisions of the said Act, the Company provides maternity leave and other related benefits to its eligible women employees. The Company also ensures that the rights and benefits of during maternity are protected, and that appropriate facilities and support are provided in compliance with the applicable statutory requirements.
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.
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 as an equal employment opportunity provides and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place, if involving employees, is a grave offence and is, therefore, punishable.
Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention,
Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:
a) No. of Complaints filed during the year: NIL
b) No. of Complaints disposed of during the year: NIL
c) No. of Complaints pending at end of year: NIL employees
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.
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For and on behalf of the Board
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Place : New Delhi
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Prithavi Raj Jindal
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Date : 27
th
April, 2026
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Chairperson
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