A.2 Exceptional Items

Exceptional items of Consolidated results for the year

ended 31 March 2026, consist of:

?    The Board of Directors of the Company at their
meeting held on 3 December 2025 considered and
approved entering into a 50:50 joint venture with JFE
Steel Corporation, Japan ('JFE'), for the steel business
undertaking of Bhushan Power and Steel Limited
('BPSL').

Pursuant to the aforesaid transaction, on 27 March
2026, JSW JFE Steel Limited ('JSW JFE Steel') acquired
the steel business undertaking of BPSL for a cash
consideration of '29,475 crore, including customary
closing adjustments, subsequent to receipt of
necessary approvals, including from the Competition
Commission of India. Further, on 30 March 2026, JFE
invested '7,875 crore, representing the first tranche
of its investment in JSW JFE Kalinga Steel Limited
('JSW JFE Kalinga'), resulting in JFE holding a 25%
shareholding in JSW JFE Kalinga on a fully diluted
basis.

Consequent to the aforesaid allotment and changes
in the Board composition in accordance with the Joint
Venture Agreement dated 3 December 2025, Piombino
Steel Limited ('Piombino Steel'), a subsidiary of the
Company, and JFE have obtained joint control over
JSW JFE Kalinga and its wholly-owned subsidiary, JSW
JFE Steel, with effect from 27 March 2026. Further,
considering contractual obligation, JFE is expected to
acquire an additional 25% stake in JSW JFE Kalinga on
a fully diluted basis at an agreed price in due course,
the Company has accounted for the arrangement as
a 50:50 joint venture.

Accordingly, the Company has recognised a gain on
loss of control over the steel business undertaking
of BPSL amounting to '18,051 crore in accordance
with Ind AS 110 - Consolidated Financial Statements
and Ind AS 28 - Investments in Associates and Joint
Ventures, which has been disclosed as an exceptional
item.

?    The Government has notified the Code on Social
Security, 2020 ('Social Security Code'), the
Occupational Safety, Health and Working Conditions
Code, 2020; the Industrial Relations Code, 2020 and
the Code on Wages, 2019 (collectively, the 'Labour
Codes') on 21 November 2025. The Ministry of Labour
& Employment notified Central Rules on 8 May 2026,
however, State Rules are yet to be notified. The Group
has evaluated the impact of increased employee
benefits obligations arising from the implementation
of the Labour Codes based on its best judgement in
consultation with external experts. Accordingly, the

Group has recognised '692 crore in accordance with
Ind AS 19 - 'Employee Benefits' as an exceptional item.

Exceptional items of Standalone results for the year ended
31 March 2026, consist of:

? The Government has notified the Code on Social
Security, 2020 ('Social Security Code'); the
Occupational Safety, Health and Working Conditions
Code, 2020; the Industrial Relations Code, 2020
and the Code on Wages, 2019 (collectively, the
'Labour Codes') on 21 November 2025. The Ministry
of Labour & Employment notified Central Rules
on 8 May 2026, however, State Rules are yet to be
notified. The Company has evaluated the impact of
increased employee benefits obligations arising from
the implementation of the Labour Codes based on its
best judgment in consultation with external experts.
Accordingly, the Company has recognised '477 crore
in accordance with Ind AS 19 - 'Employee Benefits' as
an exceptional item.

A.3 Dividend

The Board of Directors of the Company had approved
a Dividend Distribution Policy on 31 January 2017, in
accordance with the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy is available on the Company's
website:https://jsw-steel-s3.s3.ap-south-1.amazonaws.
com/isw-steel-images/uploads/2026/01/Dividend-
Distribution-Policy.pdf.

In terms of the policy, equity shareholders of the Company
may expect a dividend if the Company has surplus funds
and after taking into consideration the relevant internal
and external factors enumerated in the policy for the
declaration of dividend.

The policy also enumerates that efforts will be made to
maintain a dividend payout (including dividend distribution
tax and dividend on preference shares, if any) in the
range of 15% to 20% of the consolidated net profit of the
Company, in any financial year, subject to compliance of
covenants with lenders/bondholders.

In line with the said policy, the Board of Directors has
recommended a dividend of '7.10 per equity share of
'1 each for the financial year ended 31 March 2026,
subject to the approval of the Members at the ensuing
Annual General Meeting. This is in comparison to '2.80
per equity share declared for the previous financial year.
The proposed dividend, on 2,44,54,53,966 equity shares,
aggregates to an outflow of '1,736 crore (FY 2024-25:
'685 crore) and represents a payout ratio of 19.96% of
the consolidated net profit for FY 2025-26, adjusted for
exceptional items (net of tax).

B. OPERATIONAL PERFORMANCE

B.1 Consolidated Results

During FY 2025-26, the Company reported its highest
ever annual consolidated crude steel production of
30.14¹ MnT, with an average capacity utilisation of ~92%²
at Indian operations. Crude steel production increased by
8% y-o-y primarily driven by commissioning of the second
converter in August 2025, ramp-up of the integrated
steel making facility at JSW Vijayanagar Metallics Limited
(JVML), a wholly-owned subsidiary of the Company and
higher volumes from Bhushan Power & Steel Limited (BPSL)
following its Phase II expansion to 4.5 MTPA in the last year.

During the year under review, the Company reported its
highest ever annual steel sales volume of 29.63¹ MnT, up
12% y-o-y. The consolidated Indian operations domestic
sales stood at 25.96¹ MnT, an increase of 10% y-o-y,
driven by robust domestic demand for steel. The Company
achieved its highest year of Value-Added Special Products
(VASP) sales at 17.57 MnT, an increase of 14% y-o-y, and
accounted for a 61% share of the total sales for the year.
Retail segment sales stood at 9.61 MnT, registering a
growth of 14% y-o-y. Branded products' sales constituted
48% of the total retail sales. The consolidated Indian
operations export of steel products stood at 2.80 MnT, up
by 35% y-o-y and accounting for 10% of the total sales, as
against 8% in FY 2024-25.

The Company achieved 99% of its production guidance and
101% of sales guidance for the year. The EAF-based steel
manufacturing facility in Ohio, USA, produced 9,13,150 net
tonnes of Slabs during FY 2025-26. Capacity utilisation
was 63% during the year. Sales volumes for FY 2025-26
stood at 2,39,146 net tonnes of HRC and 7,18,484 net
tonnes of Slabs.

In FY 2025-26, the Company's consolidated revenue from
operations increased by 10% y-o-y to '1,85,470 crore,
primarily on account of higher sales volumes marginally
compensated by lower NSR. The sales realisation at Indian
operations was lower due to subdued domestic pricing on
account of lower international steel prices and higher steel
imports into India.

Consolidated operating reported EBITDA was '29,821
crore (an increase of 30.2% y-o-y) and adjusted EBITDA³
was '32,048 crore (an increase of 39.6% y-o-y) with an
Adjusted EBITDA margin of 17.3%. Adjusted EBITDA per
tonne was '10,833 during FY 2025- 26, up by 24.6% y-o-y,
primarily on account of the decrease in Coal, Power & Fuel
costs partially offset by lower net sales realization in India
and improved performance of US operations.

The domestic subsidiaries posted an operating EBITDA of
'9,451 crore, as against an operating EBITDA of '4,792 crore
during the previous year, primarily due to higher EBITDA
from Bhushan Power & Steel Limited, JSW Vijayanagar
Metallics Limited and JSW Steel Coated Products Limited
on account of higher sales volumes and lower Coal, power

& fuel cost. The overseas subsidiaries posted an operating
EBITDA of '653 crore, as against an operating negative
EBITDA of '43 crore during the previous year, on account
of improved profitability from US operations.

The depreciation and amortisation charge for FY 2025¬
26 was '9,601 crore, a 3.1% y-o-y increase due to the
depreciation charge on account of project capitalisation
at JVML and sustaining capex partially offset by no
depreciation charge on assets of BPSL as this was
classified as held for sale. Finance costs were '9,102
crore, an increase of 8.2% y-o-y, primarily due to interest
charged on account of assets capitalisation relating
to capital projects and sustaining capital expenditure,
increase in foreign exchange rate fluctuations treated
as part of finance cost as the Indian Rupee depreciation
against the US dollar was 10.6% during FY 2025-26 partially
offset by decrease due to lower level of acceptances and
lower utilisation of working capital facilities.

The Company's net profit stood at '25,508 crore for FY
2025-26, vis-a-vis '3,491 crore in FY 2024-25 primarily on
account of gain on slump sale of the steel business of BPSL
and higher EBITDA and improved operating profitability.
The performance and financial position of the subsidiary
companies and joint arrangements are included in the
consolidated financial statement of the Company.

The Company's net worth, as on 31 March 2026, was
'105,475 crore compared to '81,666 crore, as on
31 March 2025. The Company's spending on capex
expenditure aggregated to around '15,595 crore. The
Company's consolidated net gearing (net debt-to- equity)
as on 31 March 2026, stood at 0.51x (versus 0.94x as on
31 March 2025) and net debt-to-EBITDA stood at 1.81x
(versus 3.34x, as on 31 March 2025).

B.2 Standalone Results

During FY 2025-26, the Company reported crude steel
production of 21.30 MnT with an average capacity
utilisation of 90%. Crude steel production decreased
by 5.2% y-o-y primarily due to the shutdown of Blast
Furnace-3 (BF-3) at Vijayanagar from end-September
2025 for capacity upgradation.

The Company reported its highest ever steel sales volume
at 22.40 MnT, which grew by 3.0% y-o-y. Domestic sales
stood at 20.67 MnT, an increase of 0.8% y-o-y. The
Company exported 1.73 MnT of steel, grew by 38.8% y-o-y
and accounted for 8% of the total sales, as against 6% in FY
2024-25.

Revenue from operations increased by 4.0% y-o-y to
'1,32,847 crore, due to higher sales volume.

The Company achieved an annual Operating EBITDA of
'20,191 crore (an increase of 9.8% y-o-y) and adjusted
EBITDA³ '21,747 crore (an increase of 18.2% y-o-y) with
an Adjusted EBITDA margin of 16.4%. Adjusted EBITDA per
tonne was at '9,710 during FY 2025-26, higher by 14.7%
y-o-y primarily on account of decrease in coal, Power &

Fuel cost per tonne, partially offset by a decrease in net
sales realisation.

The depreciation and amortisation charge for the year
was '6,120 crore, up 3.5% y-o-y, due to depreciation
charged on asset capitalisation relating to capital projects
and sustaining capital expenditure. The finance costs
for the year were '6,517 crore, an increase of 0.5% y-o-y
primarily due to interest charged on account of assets
capitalisation relating to capital projects and sustaining
capital expenditure and an increase in foreign exchange
rate fluctuations treated as part of finance costs as the
Indian Rupee depreciation against the US dollar was
~10.6% during FY 2025-26, partially offset by a decrease
due to lower level of acceptances, lower utilisation of
working capital facilities.

Profit after tax increased by 11.7% y-o-y to '6,522 crore
primarily on account of higher EBITDA partially offset
by higher depreciation, interest costs and tax costs.
The Company's net worth stood at '85,660 crore,
as on 31 March 2026, vis-a-vis '79,839 crore, as on
31 March 2025. Gearing (net debt-to-equity) was at 0.69x
(as against 0.62x) and net debt to EBITDA stood at 2.91x
(as against 2.69x).

B.3 Performance of Subsidiaries and Joint Ventures (JVs)

The Company had 46 direct and indirect subsidiaries,
19 JVs and 5 associates, as on March 31, 2026, which
includes certain subsidiaries acquired or incorporated
during FY 2025-26. As per the provisions of Section 129(3)
of the Companies Act, 2013 (Act), a statement containing
the salient features of the financial statements of the
Company's subsidiaries, associates and JVs in Form AOC-1
is attached to the financial statements of the Company.
In accordance with provisions of Section 136 of the Act,
the standalone and consolidated financial statements
of the Company, along with relevant documents and
separate audited accounts in respect of the subsidiaries,
are available on the website of the Company athttps://
www.iswsteel.in/investors/financial-statements-of-
subsidiaries. The Company shall provide the annual
accounts of the subsidiaries and the related detailed
information to the shareholders of the Company on specific
request made to it in this regard by the shareholder.

The details of the major subsidiaries and JVs are given
below:

(I) Indian Subsidiaries1. JSW Vijayanagar Metallics Limited (JVML)

JVML, a wholly-owned subsidiary of a 5 MTPA steel
manufacturing facility at Vijayanagar, in the state of
Karnataka which includes Blast Furnace (BF), Steel Melting
Shop (SMS), Hot Strip Mill (HSM) (including Plate Mill) and
other auxiliary units (together ’the facility') to manufacture
steel products across the supply chain.

On 17 March 2024, JVML started commissioning of the
reheating furnaces and roughing mills of the HSM facility
relating to plate manufacture and reached desired level of

output and capacity utilisation by 29 March 2024. The HSM
facility after successful completion of trial runs and quality
and delivery testing, started commercial manufacturing
and sales in the month of March 2024. The HSM facility
has the capability of manufacturing plates/coils and is
equipped with advanced features which can produce
superior value-added grades.

JVML has successfully commissioned a 4.5 MTPA capacity
BF, Steel Melt Shop with a capacity of 3.3 MTPA with one
converter and both casters fully operational during 2024¬
25. The second converter at the SMS is commissioned in
August 2025. The other allied facilities, like the Raw Material
Handling System, Sinter Plant, Lime Calcination Plant and
the material handling facilities, have been commissioned.

In FY 2025-26, JVML registered a crude steel production
of 3.99 MnT. The crude steel production increased
significantly y-o-y on account of the commissioning and
subsequent stabilization of plant during the year. The sales
volume was 4.08 MnT. The operating EBITDA increased
from '159 crore in FY 2024-25 to '3,309 crore in FY
2025-26. Revenue from operations was '22,714 crore in
FY 2025-26 as compared to '5,641 crores in FY 2024-25.
Profit after tax stood at '1,299 crore vis-a-vis loss after
tax of '497 crore in FY 2024-25.

2. Bhushan Power and Steel Limited (BPSL)

On 26 March 2021, the Company completed the
acquisition of BPSL by implementing the resolution plan
approved under the IBC Code, basis an agreement entered
with the erstwhile Committee of Creditors. The Company
had entered a subscription and shareholder agreement
with JSW Shipping & Logistics Private Limited (JSLPL)
through which the Company and JSLPL held equity of
Piombino Steel Limited (PSL) in the ratio of 49% and
51%, respectively. Further, JSW Steel held optionally fully
convertible debentures (OFCDs) of PSL with a right to
convert them into equity. In accordance with the approved
resolution plan, BPSL was acquired as a wholly-owned
subsidiary of PSL.

In FY 2021-22, following BPSL's robust operational and
financial performance, JSW Steel on 1 October 2021,
exercised the option of conversion of the OFCDs, pursuant
to which JSW Steel held 83.28% equity in PSL, and PSL
became a subsidiary of JSW Steel with effect from 1
October 2021.

Consequent to the aforesaid conversion, the Company
is controlling and managing BPSL through PSL and the
financials have been consolidated with the Company.

Immediately upon acquisition, BPSL undertook a capex
programme to bring about improvements in operations
and reduce costs and also to increase its capacity in
two phases viz., Phase-1 (expansion from 2.75 MTPA
to 3.5 MTPA) and Phase-2 (3.5 MTPA to 4.5 MTPA). BPSL
commissioned Phase-1 capacity expansion in Q4 FY 2023
and Phase-II capacity expansion in Q2 of FY 2025.

BPSL operates a 4.5 MTPA integrated steel plant
at Jharsuguda, Odisha and also has downstream

manufacturing facilities at Kolkata, West Bengal, and
Chandigarh, Punjab. These plants manufacture value-
added products covering the entire steel value chain right
from manufacturing Pig Iron, DRI, Billets, HR Coils, CR Coils,
GP/GC Sheets, Precision Tubes, Black Pipe/GI Pipe, Cable
Tapes, Tor Steel, Carbon, and Special Alloy Steel Wire Rods
and Rounds conforming to IS and international standards.

In FY 2025-26, BPSL reported its highest ever crude steel
production of 3.80 MnT registering an increase of 7.2% y-o-y.
BPSL reported its highest ever a steel sales of 3.60 MnT,
up 8.9% y-o-y. The total revenue from operations was at
'22,215 crore as compared to '21,440 crore in the previous
year. EBITDA increased from '2,212 crore in FY 2024-25 to
'3,158 crore in FY 2025-26, primarily on higher volumes,
lower coal prices, which was partially offset by lower sales
realisation. Profit after tax stood at '14,319 crore vis-a-vis
'260 crore in FY 2024-25, primarily on account of gain on
slump sale of the steel business in BPSL.

3. JSW Steel Coated Products Limited (JSW Steel
Coated/'JSCPL')

JSW Steel Coated Products Limited, a wholly-owned
subsidiary of the Company, caters to both domestic and
international markets. The Company manufactures a
range of value-added steel products, including tinplate,
galvanised and Galvalume coils/sheets, and colour-coated
coils/sheets. JSW Steel Coated has an aggregate
downstream capacity of 5.2 MTPA, with manufacturing
facilities located at Vasind, Tarapur, Kalmeshwar and Khopoli
in Maharashtra; Bawal in Haryana; Rajpura in Punjab; Dhar in
Madhya Pradesh & Pulwama in Jammu Kashmir.

During FY 2025-26, JSW Steel Coated reported total
production of 4.70 MTPA recording a 2.5% year on year
growth. Sales volume stood at 4.69 MTPA, reflecting a 4.0%
y-o-y growth. Revenue from operations increased by 5.7%
y-o-y to '36,470 crore in FY 2025-26. Operating EBITDA
improved significantly to '2,488 crore from '1,781 crore in
the previous year, driven primarily by an improved product
mix and higher sales of premium products, resulting in
margin expansion. The Company reported a net profit of
'1,102 crore, as compared to '490 crore in FY 2024-25.

JSW Steel Coated is augmenting its coated products
capacity from 5.2 MTPA to 6.6 MTPA to align with the next
phase of domestic steel growth, which is increasingly
driven by value added products. With rising demand for
colour coated steel and tinplate, the Company is well
positioned to leverage this trend through its strategic
focus on enhanced value addition. The proposed capacity
augmentation includes the following investments:

a. Setting up of two new galvanising lines at Khopoli,
Maharashtra : CGL#2 with a processing capacity
of 0.36 MTPA of galvanised steel, with provision for
Galvalume production & CGL#3 having a processing
capability of processing 0.5 MTPA, specifically
designed for Zero Spangle Galvanised Steel and Zinc
Aluminium Magnesium products along with a 0.6
MTPA cold rolling mill.

b. Setting up new Galvanising line having the capability
of processing 0.36 MTPA galvanized steel, with a
provision to produce Galvalume and a new Tin plate
facility of 0.20 MTPA at Rajpura, Punjab.

4.    Neotrex Steel Limited (NSL)

Neotrex Steel Limited has setup a low-relaxation pre-stressed
concrete strand (LRPC) facility with state- of-the-art line at
its Vijayanagar unit, with an annual production capacity of

144.000    tonnes. Since wire rods are the input material for
producing LRPC, the Company has entered into the business
of the manufacture of LRPC as the product offers higher
margins and widens the basket of value-added products
compared to direct sale of wire rods in the open market.

The LRPC facilities were implemented in two phases of

72.000    MTPA each. Phase I was commissioned in December
2022, and Phase II was commissioned in June 2024. LRPC
strands find application in almost all types of heavy-
duty industrial constructions, high-rise buildings, and
infrastructure projects including construction of bridge,
decks, bridge girders, pilings, precast concrete panels,
railway sleepers, structural support and other concrete
foundations. LRPC strands are gradually replacing traditional
construction material due to construction convenience
and relatively fewer requirements of reinforcement steel
and concrete. This strategic move aligns with the Company
initiative to diversify into higher-margin, value-added
products beyond its core wire rod business, which serves
as a key raw material for LRPC production.

JSWSL holds 80% equity stake in NSL, with the remaining
20% owned by individual shareholders. NSL achieved a
production volume of 72,533 tonnes of LRPC, reflecting
the Company's commitment to meeting growing market
demand for premium pre-stressed concrete solutions.

Operating EBITDA for the year under review was '12 crore
as against '19 crore in the previous year. Loss after tax
was '20 crore in FY 2025-26 as against '12 crore in
FY 2024-25.

5.    Amba River Coke Limited (ARCL)

Amba River Coke Limited (ARCL) is a wholly-owned
subsidiary of the Company and has a 1 MTPA coke oven
plant and a 4 MTPA pellet plant. In FY 2025-26, ARCL
produced 0.64 MnT of coke and 4.02 MnT of pellets
(including 3.78 MnT on job work). The coke and pellets
produced are primarily supplied to the Dolvi works of the
Company.

Operating EBITDA for the year under review was at '332
crore as against '389 crore in the previous year. Its profit
after tax decreased to '199 crore from '217 crore in FY
2025-26.

6.    JSW Industrial Gases Limited (JIGL)

JSW Industrial Gases Limited (JIGL), formerly known as
JSW Industrial Gases Private Limited is a wholly-owned
subsidiary of the Company. JIGL is engaged in the business
of production and sale through Job Work of industrial
gases such as oxygen, nitrogen and argon and has two air

separation plants, each with a capacity of 2,500 tonnes
per day, at Toranagallu, Bellary District, Karnataka. The
Company sources oxygen, nitrogen and argon from JIGL
for its Vijayanagar plant. Operating EBITDA for the year
under review was at '50 crore, as against '40 crore in the
previous year. Profit after tax was at '32 crore, compared
to '22 crore in the year earlier.

7.    JSW Utkal Steel Limited (JUSL)

JUSL, a wholly owned subsidiary of the Company, was
formed for setting up an integrated 13.2 MTPA steel plant
in Odisha along with associated infrastructure and utilities.

JUSL has received Environmental Clearance (EC) for setting
up a 13.2 MTPA greenfield Integrated Steel Plant (ISP) from
the Union Ministry of Environment, Forest and Climate
Change (MoEFCC). The project is expected to generate
employment opportunities in the region, which in turn will
boost the economy of Odisha. JUSL has secured 2,950
acres of land at Paradip for the proposed integrated steel
plant, where key infrastructure works (roads, power lines,
water lines, etc.) are already underway. The upcoming
302 km slurry pipeline being developed by JSW Infrastructure
Limited to transport iron ore fines in slurry form from JSW
Steel's mines to Jatadhar will also terminate on this land.

JUSL has also obtained consent to establish from the
Odisha State Pollution Control Board to set up the Integrated
Steel Plant and associated utilities and infrastructure. JUSL
proposes to implement the project in Phases.

The Board of Directors had approved the capital expenditure
to be incurred by JUSL for setting up: a) Two Pellet Plants
at Jatadhar, Odisha, with capacity of 8 MTPA each b) 30
MTPA Filtration Plant to dewater the iron ore slurry to be
received through the Slurry Pipeline being set up by JSW
Infrastructure Ltd. and c) Setting up 5 MTPA integrated
steel Plant (Phase 1) at Paradip, Odisha, at estimated cost
of '31,600 crore.

The key facilities to be set up for the proposed 5 MTPA
Integrated Steel Plant (Phase 1) include: Sinter Plant,
Coke Oven, Blast Furnace, Steel Melt Shop, Lime and
Dolomite Calcination Plant and Hot Strip Mill, along with
infrastructure and utilities. The proposed steel plant
capacity will be expanded in Phases to 13.2 MTPA in
Phase II/III, and the configuration of the facilities has been
designed accordingly.

The first phase of construction activities for the 30 MTPA
Filtration Plant and 2 * 8 MTPA Pellet Plants has progressed
significantly, with engineering and procurement activities
completed. Construction activities are currently underway,
with commissioning targeted during FY 2027-28.

The 30 MTPA slurry pipeline in Odisha which has been
transferred to JSW Infrastructure Limited is progressing
well and expected to be commissioned in FY 2026-27.

8.    NSL Green Steel Recycling Limited (NSL)

The Company has embarked on the journey of reducing
its carbon footprint by setting a target of 1.95 tCO₂/Ton of
crude steel by 2030 in Phase I and net neutral in carbon

emissions by 2050 in Phase II. A key enabler identified for
achieving the targeted CO₂ emissions is to increase the
scrap charge in steel making.

Accordingly, the Company, forayed into steel recycling and
is setting up its 1^st Scrap Processing plant of 0.4 MTPA
capacity in Khopoli, Maharashtra under NSL Green Steel
Recycling Limited (a wholly-owned subsidiary of JSW Steel).
The plant would process ferrous scrap, generated from
automotive, consumer durables, households, construction
and demolition sites, which would subsequently be
recycled to manufacture steel at JSW Steel, Dolvi Works.

It is a state-of-the art plant with Scrap Processing
Equipment (Shredders & Balers) being sourced from
German/ Italian OEMs. The plant is in the advanced
stage of commissioning and would be operational from
Q4 FY 2026-27.

9.    JSW Green Steel Limited

Increasingly, upcoming regulations across the world
are expected to source steel with low carbon footprint.
The Carbon Border Adjustment Mechanism (CBAM)
implementation by the European Union and the
Government of India's initiatives to bring down carbon
emission in the Steel industry and support it reach net
zero by 2070 are likely to develop a global market for green
steel. Government projects are likely to mandate purchase
of steel with low carbon emission in phased manner in
near future.

In line with the Company's strategy to set up a green
steel plant in order to cater to the export requirements,
manufacturing steel with low carbon emissions, the
requirement to track the CO₂ emissions separately and
exploring new technology like green hydrogen usage
for DRI operations, the Board of Directors approved the
transfer of the existing Salav unit having a DRI capacity of

0.9 MTPA along with its auxiliary units to JSW Green Steel
Limited. The Company has carved out the Salav unit to JSW
Green Steel Limited and thereafter has plans to set up a
green steel facility with capacity of 4 MTPA in phases, in
line with the growth strategy.

10.    Other Major Projects being undertaken by domestic
subsidiaries

The Company, as part of its long-term growth strategy, has
initiated a few greenfield projects in the states of West
Bengal, Jharkhand and Odisha.

?    JSW Bengal Steel Limited (JSW Bengal Steel) - As
part of its overall growth strategy, the Company had
planned to set up a 10 MTPA capacity steel plant in
phases through its subsidiary, JSW Bengal Steel.
However, due to uncertainties in the availability of
key raw materials such as iron ore and coal, after
the cancellation of the allotted coal blocks, the JSW
Bengal Steel Salboni project is currently put on hold.

?    JSW Jharkhand Steel Limited (JJSL) - JJSL was
incorporated in relation to the setting up of a 10 MTPA
steel plant in Jharkhand. The Company is currently in

the process of obtaining approvals and clearances
necessary for the project.

(II) Overseas Subsidiaries

1.    Periama Holdings LLC and its subsidiaries viz. JSW
Steel (USA) Inc - Plate and Pipe Mill Operation and its
subsidiaries - West Virginia, USA-based coal mining
operation

a)    The Baytown facility has a 1.2 MNTPA plate mill and
a 0.55 MNTPA pipe mill. The facility is located near a
port and is close to key customers in the oil and gas
industry and new energy customers. JSW Steel (USA)
plate and pipe mill is in the process of modernising the
existing facilities at Baytown, Texas. The first phase of
modernisation was completed and commissioned in
FY 2021-22. The second phase of the modernisation
is expected to be completed in FY 2026-27. The
second phase of the modernisation of Baytown plate
mill will allow JSW Steel (USA) Inc. to supply plate
for applications including heavy plates for pressure
vessels, bridges, mining and agricultural equipment,
shipbuilding, utility structures, offshore structures for
oil and gas production, and offshore wind.

The unit produced 0.52 MNTPA of plates and 0.065
MNTPA of pipes with capacity utilisation of 52%
and 12%, respectively. JSW Steel (USA) reported
an EBITDA of $42.5 million ('416 crore), compared
to $20.2 million ('174 crore) in FY 2024-25. EBITDA
increased primarily on account of increase in net
sales realisation and higher volumes. The EBITDA per
tonne was higher as compared to the previous year
due to increase in plate and pipe realisations, which
was partially offset by higher input costs. In FY 2025¬
26, loss after tax was $44.7 million ('351 crore),
compared to a loss after tax of $62.4 million ('519
crore) in FY 2024-25.

b)    Coal mining operation: Periama Holdings LLC had a
100% equity interest in coal mining concessions in
West Virginia, US, along with permits for coal mining,
and owned a 500 TPH coal-handling and preparation
plant. In an earlier year, the Company sold its property,
plant and equipment, and mineral rights as operating
the mines was not economically viable in absence
of coal mining lease and plant lease which were
terminated by the lessor in FY 2021-22.

2.    Acero Junction Holdings, Inc (ACERO) and its wholly-
owned subsidiary JSW Steel USA OHIO, Inc. (JSWSUO)

JSWSUO has steelmaking assets consisting of a 1.5 MNTPA
electric arc furnace (EAF), a 2.8 MNTPA continuous slab
caster and a 3.0 MNTPA hot strip mill at Mingo Junction,
Ohio in USA.

JSWSUO operated at a capacity utilisation of 63% during FY
2025-26. JSWSUO reported an EBITDA loss of $6.8 million
('14 crore) compared to EBITDA loss of $54.8 million ('441
crore) in FY 2024-25. Loss after tax was at $91.4 million
('725 crore), compared to loss after tax of $144.0 million

('1,195 crore). JSWSUO incurred lower EBITDA loss during
the year on account of increase in sales realisation which
was partially offset by higher input scrap prices.

JSWSUO has undertaken a capex project of installation of
Vacuum Tank Degassing (VTD) and Caster Dynamic Soft
Reduction (DSR) on one strand only. The Implementation
of a VTD and further upgrades to Mingo Junction's Caster
equipment will allow JSWSUO to compete with existing/
under development modern facilities in serving the target
market applications of HRC, API Pipe and Tube, and to
supply Baytown with the majority of its slab substrate
material.

In addition to improving the quality of existing product
offerings, the VTD and DSR projects will allow JSWSUO
access to the growing markets of HRC to support
API applications and produce domestic slabs for all
requirements of the Baytown plate mill including heavy
plate and line pipe.

The DSR Project has been commissioned in FY 2025-26
and the VTD project is expected to be commissioned in Q1
FY 2026-27.

3. JSW Steel Italy Piombino S.P.A. (JSW Piombino)
(formerly Aferpi S.P.A), Piombino Logistics S.P.A. (PL)
and GSI Lucchini S.P.A

JSW Piombino produces and distributes special long steel
products. The Company has a plant at Piombino in Italy,
comprising a rail mill (0.32 MTPA) and a captive industrial
port concession. PL manages the logistics infrastructure
of Piombino's port area. The port managed by PL has the
capacity to handle ships up to 60,000 tonnes.

During FY 2025-26, rail mill production was 0.288 MnT,
higher by 8% y-o-y, with capacity utilisation at 90%, as
against 83% in the previous year. Operating EBITDA was
at €16.4 million ('262 crore) compared to an Operating
EBITDA of €15.0 million ('148 crore) in the previous year.
Profit after tax amounted to €5.6 million ('150 crore)
as against profit after tax of €3.6 million ('44 crore) in
FY 2024-25.

During FY 2022-23, JSW Piombino entered into two long¬
term contracts for €359 million with Rete Ferroviaria Italiana
(RFI), a company which is responsible for the national
infrastructure for railway network in Italy. The Framework
Agreement provides for certain milestones to increase the
value of the Contracts for up to ~€1,277 million.

A Memorandum of Understanding (MoU) was signed
between the Ministry of Industry and Made in Italy, the
Tuscany region, the Municipality of Piombino and JSW Steel
Italy SRL (JSW SRL). This MoU is intended to commence
and relaunch the Steelworks site of Piombino.

JSW Piombino has currently embarked on a modernisation
of the rail mill and is increasing the rail making capacity
from 0.32 MTPA to 0.60 MTPA. The investments at JSW
Piombino are aimed at making the rail mill more efficient,
modern, technologically advanced and best in class.
The project envisages setting up a Tandem Mill, Head

Hardening facility, and increasing the length of rails from
108 to 120 metres resulting in increase in productivity,
lower conversion costs, increase in range of products,
and quality improvement. The MoU sets the conditions for
efficient and sustainable state support for the production
of rails and is part of a broader project to kickstart
economic development of the region. The Company is
expecting to enter into an Accordo di Programma (ADP)
with Government Departments of Italy in the first quarter
of FY 2026-2027.

As per the development contract signed on April 18,
2025 in line with the MoU, JSW Steel Italy Piombino S.P.A.
is being provided a grant of ~€33 Million from the Italian
Government through INVITALIA, allocated towards the
development of the Rail Mill Modernisation Project.

(III) Joint Venture Companies1. JSW JFE Electrical Steel Private Limited (Formerly
known as JSW Electrical Steel Private Limited) (JESPL)

During the year, the Company has continued to strengthen
its strategic presence in the value-added electrical
steel segment through its joint venture and subsidiary
undertakings engaged in the manufacture of Cold Rolled
Grain Oriented (CRGO) electrical steel.

JSW JFE Electrical Steel Private Limited ('JESPL') (formerly
known as JSW Electrical Steel Private Limited) is a
50:50 joint venture between the Company and JFE Steel
Corporation, Japan ('JFE'), formed on 08 February 2024. The
joint venture has been established for the manufacture and
sale of the entire range of CRGO electrical steel products,
leveraging industry-leading machinery, advanced
technical know-how, and JFE's energy-efficient production
technologies developed through extensive research and
development.

The proposed manufacturing facilities are being set up
at Vijayanagar, Karnataka, India. Upon commissioning,
JESPL will be the first company in India to establish the
complete CRGO manufacturing value chain domestically,
from molten metal to finished CRGO products.

JESPL was originally set up with a planned annual
manufacturing capacity of 62,000 tonnes of CRGO.
Considering the strong demand outlook and strategic
importance of the product, the Board of Directors of JESPL,
in May 2025, approved an expanded capacity for the
project to 1,00,000 tonnes per annum, with an updated
total project cost to '7,102 crore. The project is expected
to be commissioned within a period of approximately three
years.

Global demand for CRGO electrical steel has been
growing at a pace faster than earlier anticipated due
to accelerated electrification as a key enabler of ESG
objectives, replacement of ageing transmission and
distribution infrastructure in developed economies,
increased electricity demand arising from electric vehicle
adoption and data centre expansion, and heightened
focus on renewable energy, resulting in strong demand for
high-efficiency transformer.

In India, CRGO demand is witnessing rapid growth
supported by expansion of the power transmission and
distribution network, renewable energy capacity additions,
replacement demand for transformers, revision of energy
efficiency norms, increasing urbanisation, growth in railway
electrification and rising exports. Government initiatives
such as 'Make in India' and the Domestically Manufactured
Iron and Steel Products Policy provide further structural
support for domestic CRGO manufacturing.

JSW JFE Electrical Steel Nashik Private Limited ("Nashik
entity") (formerly known as thyssenkrupp Electrical
Steel India Private Limited) was the only manufacturer
of high-grade CRGO electrical steel in India prior to
its acquisition. Jsquare Electrical Steel Nashik Private
Limited ('Jsquare'), a wholly-owned subsidiary of JESPL,
successfully acquired the Nashik CRGO business through
a competitive bidding process in January 2025, including
the CRGO technology bundle from thyssenkrupp, Germany.

Subsequently, the Nashik entity was merged with
Jsquare effective 08 November 2025 and renamed as
JSW JFE Electrical Steel Nashik Private Limited effective
01 December 2025. This acquisition has positioned the
Company as the only CRGO technology holder in India with
end-to-end manufacturing capability from molten and
poured stage.

The acquisition and integration of the Nashik operations
provide a unique strategic advantage to JESPL by enabling
the use of two globally proven CRGO technologies-
Japanese and German-thereby allowing the Company to
cater to a wide range of CRGO product requirements in the
Indian market and strengthen its leadership position in
high-grade CRGO production.

The Board of Directors of the Nashik entity, in July 2025,
approved an expansion of the capacity of the unit
from 50,000 TPA to 250,000 TPA with a total estimated
project cost to '4,300 crore. The project is expected
to be commissioned in two phases within a period of
approximately four years.

In FY 2025-26, JSW JFE Electrical Steel Nashik Private
Limited reported negative EBITDA of '66 crore, while loss
after tax stood at '409 crore.

2. JSW Severfield Structures Limited and its subsidiary
JSW Structural Metal Decking Limited (JSSL)

JSSL is a 50:50 joint venture between the Company and
Severfield plc started in FY 2008-09. JSSL operates a
facility to design, fabricate and erect structural steel work
and ancillaries for construction projects. The Company
has an aggregate fabrication capacity of 140,000 tonnes
per annum (TPA), at Bellary and Gujarat. JSSL produced
125,428 tonnes (including job-work volumes) during
FY 2025-26.

JSSL delivered a significant improvement in financial
performance during FY 2025-26, with increase in
EBITDA to '147 crore in FY 2025-26 from '54 crore in
FY 2024-25. The Company reported a Profit After Tax (PAT)

of '58 crore in FY 2025-26 as compared to a loss after tax
of '7 crore in FY 2024-25.

JSW Structural Metal Decking Limited ("JSWSMD"),
a subsidiary of JSSL, is engaged in the design and
roll-forming of structural metal decking solutions and
associated accessories, including edge trims and
shear studs. The subsidiary operates a manufacturing
facility with an installed capacity of 27,420 TPA.
In FY 2025-26, JSWSMD reported EBITDA of '10 crore,
compared to '12 crore in FY 2024-25, while PAT stood at
'5 crore as compared to '6 crore in FY 2024-25.

3. JSW MI Steel Service Center Private Limited (JSW MI)

The Company and Marubeni-Itochu Steel Inc entered into
a 50:50 JV agreement on 23 Septemebr 2011 to set-up
Steel Service Centers in India. Since then JSW MI Steel
Service Center Private Limited has established a mark in
the industry for providing world-class processed steel
products and allied services. It is not just a collaboration
of business ideas but also a confluence of philosophies
and synergies of two large conglomerates from India
and Japan. JSW MI presently has four major steel service
centres across India in the locations of Pune, Palwal,
Chennai and Ahmedabad with a total installed capacity
of 1.15 MTPA. The key services offered are slitting, cut-to-
length, blanking, inventory control and just in time steel
solutions for the discerning customers from all industry
segments.

With increased production capacities and enhanced
product mix envisaged by the Company in the future, the
need for customized and ready-to-use steel solutions
would be imperative from the customer. The Indian steel
demand is on a robust growth path, and this offers
tremendous opportunity for JSW MI to supply high end
processed steel to customers at large.

The move to set up these steel service centres is to
leverage the expertise of service centre operations of
Marubeni worldwide and to utilise JSW Steel's sales
network, pan India for sales of its world class technology
products manufactured at its various plants. Going forward
JSW MI will continue to play a vital role of an intermediary
between JSW Steel and its end customers with respect
to processing, inventory management and distribution of
steel products. The service centre is equipped to process
flat steel products, such as hot-rolled, cold rolled and
coated products. Such products offer just-in time solutions
to automotive, white goods, construction and other value-
added segments. In FY 2025-26, EBITDA was '102 crore
as against '99 crore in FY 2024-25. Profit after tax was
'40 crore as compared to '43 crore during FY 2024-25.

(IV) New Joint Venture Companies1. Joint Venture with JFE Steel Corporation for Steel
Business Undertaking of BPSL

The Company entered into a strategic 50:50 joint venture
with JFE Steel Corporation ('JFE') for the steel business
undertaking of Bhushan Power and Steel Limited ('BPSL').
As part of the transaction, the steel business undertaking

of BPSL has been transferred to JSW JFE Steel Limited
('JJSL') (formerly known as JSW Sambalpur Steel Limited)
by way of slump sale on a going concern basis for a
consideration of '29,475 crore.

JJSL is a 100% subsidiary of JSW JFE Kalinga Steel Limited
('JSW JFE Kalinga Steel') (formerly known as JSW Kalinga
Steel Limited), which is owned 75% by Piombino Steel
Limited (PSL), a subsidiary company, and 25% by JFE.
Accordingly, JSW JFE Kalinga Steel is the joint venture
company under the joint control of JSW Steel and JFE Steel.

As per the terms of the definitive agreements, JFE will
acquire a further 25% stake in JSW JFE Kalinga Steel by
way of a secondary purchase of securities from PSL, for a
consideration of '7,875 crore which is expected to close
by 30 June 2026.

Further, PSL is proposed to be merged with the Company
pursuant to a Scheme of Arrangement approved by the
Board. Upon completion of the merger, JSW JFE Kalinga
Steel would become a 50:50 joint venture between JSW
Steel and JFE.

JSW Steel is a growth-oriented company which believes
that India presents a multi-decadal opportunity for growth,
and wants to ensure that it is well positioned to capitalise
on this opportunity. This transaction is aimed at securing
JSW Steel's growth in a financially prudent manner to
enable it to pursue its aspirations across business cycles.

2. Joint Venture with POSCO for Setting up a 6 MTPA
Greenfield Integrated Steel Plant

JSW Steel has signed a Share Subscription and Joint Venture
Agreement ('SSJVA') with POSCO Co., Ltd. and POSCO-India
Private Limited (together referred herein as 'POSCO Group')
on 20 April 2026 through which Saffron Resources Private
Limited ('Saffron'), a wholly-owned subsidiary of JSW Steel,
would become a 50:50 joint venture between JSW Steel
and the POSCO Group. The proposed joint venture would
set up a greenfield 6 MTPA integrated steel plant in Odisha.

Pursuant to the terms of the agreement, POSCO Group
will subscribe to shares of Saffron, for a consideration of
~'508.8 crore, subject to closing adjustments.

The formation of the joint venture is subject to receipt of
regulatory approvals. The proposed integrated steel project
of 6 MTPA will comprise steelmaking, hot rolling, and cold
rolling/coating processes. The land for the project has
already been secured. The project, once commissioned,
will be capable of manufacturing high-grade flat steel
products for automotive and other applications. Leveraging
on POSCO's technological expertise, the joint venture's
product portfolio will complement that of JSW Steel and
provide new product opportunities in India.

(V) New acquisitions1. Acquisition of Saffron Resources Private Limited

The Company acquired 100% equity shares of Saffron
Resources Private Limited ('Saffron') on 3 December 2025
at an enterprise value of '679 crore. Saffron has ~887
acres of land in Odisha.

At the time of acquisition, the land was proposed to be used
by the Company for future expansion projects. However,
subsequently, based on the feasibility study conducted
by independent consultants, the land was found suitable
for the proposed 6 MTPA integrated steel plant for the joint
venture with POSCO Group. Therefore, Saffron has now
been chosen as the joint venture entity for the JV between
JSW Steel and POSCO Group.

2.    Acquisition of Additional Stake in Illawarra Coal
Holdings Pty Ltd

JSW Steel (Netherlands) B.V., a wholly-owned subsidiary
of JSW Steel, increased its economic interest in M Res
NSW HCC Pty Ltd (M Res NSW) to 83.33%, from 66.67%
earlier. This was through a mix of primary subscription and
secondary purchase of Class B shares of M Res NSW, for
a total consideration of $60 million. Further, M Res NSW
increased its shareholding in Golden M NSW Pty. Ltd.
(Golden M) to 36%, from 30% earlier. Golden M, through its
wholly-owned subsidiaries, owns 100% of Illawarra Coal
Holdings Pty. Ltd. ('Illawara Coal').

Through this investment, JSW Steel has increased its
look-through stake in Illawarra Coal to 30%, from 20%
earlier. Illawarra Coal owns and operates the Appin and
Dendrobium mines, along with associated infrastructure,
in the New South Wales region of Australia.

Pursuant to the transaction, JSW Steel, through its
wholly-owned subsidiary JSW Global Trade Pte Ltd, has
increased its offtake rights for the premium hard coking
coal produced by Illawarra Coal to 30%, from 20% earlier.
JSW Steel's annual offtake of coking coal from the Illawarra
mines is expected to be ~1.8 MTPA. This transaction will
reduce JSW Steel's dependence on open market import of
coking coal, and provide consistent quality coal, thereby
resulting in improved efficiencies.

3.    Acquisition of Minas de Revuboe Limitada (MdR)

On 25 March 2026, JSW Natural Resources Limited, a
wholly-owned subsidiary of JSW Steel, completed the
acquisition of a 92.19% equity stake and shareholder loans
of Minas de Revuboe Limitada ('MdR'), for an amount of
$74.24 million.

MdR has ~850 million tonnes of reserves, and the potential
to produce ~250 million tonnes of clean coking coal. JSW
Steel will develop the mine in phases, with the first phase
expected to be developed over the next 2.5 (two and a
half) years to produce ~2.3 MTPA of prime hard coking coal
which will be expanded to ~4.6 MTPA in second phase. This
project represents a transformative step in JSW Steel's
backward integration strategy and is expected to provide
long-term supply assurance for one of the most critical
and cost-intensive inputs in steel manufacturing. MdR's
high-grade coal profile is expected to contribute directly to
JSW Steel's sustainability objectives alongside its broader
decarbonisation roadmap.

(VI) Amalgamation of Indian Subsidiaries1.    Amalgamation of Amba River Coke Limited, Monnet
Cement Limited and JSW Retail and Distribution Limited
with JSW Steel Limited

The Board of Directors of the Company ('JSL' or 'Transferee
Company') and Amba River Coke Limited ('ARCL' or 'the
Transferor Company 1'), Monnet Cement Limited ('MCL' or
'the Transferor Company 2') and JSW Retail and Distribution
Limited ('JRDL' or 'the Transferor Company 3'), the wholly-
owned subsidiaries of the Company, at their respective
meetings held on 17 October 2025, approved a Scheme of
Amalgamation of ARCL and MCL and JRDL with JSL and their
respective shareholders ('the Scheme') subject to requisite
approvals, consents, sanctions and permissions of the
shareholders, creditors, National Company Law Tribunal
('NCLT'), the Central Government and other concerned
regulatory authorities, as may be necessary. Upon
application of the Transferor and Transferee companies
to the Hon'ble NCLT, Mumbai Bench seeking directions
to convene or dispense the shareholders'/creditors'
meetings, the Hon'ble NCLT vide its order dated 9 March
2026 and 13 April 2026, has admitted the application
and dispensed meetings of shareholders, debenture
holders and creditors. Further, as per the directions of the
Hon'ble NCLT, the Transferor and Transferee companies
have served notices upon regulatory authorities and a
petition has been filed with Hon'ble NCLT for sanction of
the Scheme. The appointed date for the said Scheme is 1
April 2026.

2.    Amalgamation of Piombino Steel Limited with JSW
Steel Limited

The Board of Directors of the Company ('JSL' or 'Transferee
Company') and Piombino Steel Limited ('PSL' or 'the
Transferor Company'), a subsidiary of the Company, at
their respective meetings held on 3 December 2025,
approved a Scheme of Amalgamation of PSL with JSL and
their respective shareholders ('the Scheme') subject to
requisite approvals, consents, sanctions and permissions
of the shareholders, creditors, National Company Law
Tribunal ('NCLT'), the Central Government and other
concerned regulatory authorities, as may be necessary.
Necessary application has been filed with the Hon'ble NCLT,
Mumbai Bench seeking directions to convene/dispense
the shareholders'/creditors' meetings. Upon coming into
effect and in consideration of the amalgamation of PSL,
JSL shall issue and allot on a proportionate basis to the
shareholders of PSL, other than JSL and its nominees,
10 fully paid-up equity shares of '1 each fully paid up
of JSL for every 156 fully paid-up equity shares of '10
each fully paid up of PSL. The appointed date for the said
Scheme is 1 January 2026.

3. Amalgamation of BMM Ispat Steel Ltd. with JSW Steel
Limited

The Board of Directors of the Company ('JSWSL' or
’Transferee Company') at its meeting held on 14 May 2026,
has approved the Scheme of Amalgamation of BMM Ispat
Limited ('BMMIL' or Transferor Company') with the Company
under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013 ('Act') ('Scheme').

BMMIL operates ~1 MTPA integrated steel facility in the
State of Karnataka in close proximity to the Company's
Vijayanagar plant which will create operational synergies.
Further, BMMIL has availability of surplus expansion-
ready land which provides an opportunity to near double
capacity in a significantly faster manner at a low specific
investment cost. The proposed amalgamation is also
expected to strengthen the long products portfolio,
thereby enhancing the Company's overall product mix and
market positioning. Majority stake in BMMIL is held by JSW
Projects Limited, a promoter group entity of the Company.

Upon coming into effect and in consideration of the
amalgamation of BMMIL, JSWSL shall issue and allot, on a
proportionate basis to the shareholders of BMMIL, 1 fully
paid-up equity share of '1 each for every 18 fully paid-
up equity shares of '10 each fully paid up of BMMIL. The
appointed date for the said Scheme is 1 April 2026.

The Scheme is subject to necessary statutory and
regulatory approvals including the approval of shareholders
and creditors and the Hon'ble National Company Law
Tribunal, having jurisdiction over the respective companies.

C. MAINSTREAMING SUSTAINABILITY IN BUSINESS
IMPERATIVES

1. Sustainability Governance

JSW Steel recognises that long-term business resilience
and value creation are closely linked to the responsible
management of environmental, social and governance
(ESG) issues. Accordingly, the Company has adopted an
enterprise-wide 'Sustainability Vision' that integrates
responsible growth, ethical conduct and environmental
stewardship into its business strategy and operations.

To translate this ’Vision' into measurable outcomes,
the Company has instituted an enterprise-wide
’Sustainability Framework' covering material ESG issues
identified through a double materiality assessment. This
assessment evaluated both the Company's impacts on
the environment and society and the financial risks and
opportunities arising from these issues, enabling focused
and risk-informed decision-making.

The Company's sustainability strategy remains anchored
in three core pillars: (i) continuous improvement,

(ii)    sustainability-driven risk management, and

(iii)    innovation. These pillars guide the systematic
integration of ESG considerations into operational
planning, risk-management frameworks, and technology
deployment across the organisation. Responsibility for
delivering sustainability outcomes is distributed across
leadership, business units, employees and key value chain
partners.

The Company considers research and development to be
a critical enabler of sustainable value creation, particularly
in hard-to-abate sectors such as steel. Hence, it continues
to strengthen its R&D efforts aimed at deploying low-
carbon steelmaking technologies, introducing alternative
raw materials, and enhancing resource efficiency, thereby
supporting progress towards its sustainability targets and
ensuring alignment with evolving market expectations.

Driven by a recognition that robust governance underpins
effective sustainability outcomes, the Company has
established a structured governance framework that
defines responsibilities, accountability mechanisms,
and oversight across organisational levels. A suite of
sustainability policies governs the management of material
ESG issues and aligns operations with applicable national
and international standards. The Chief Sustainability Officer
(CSO) oversees the implementation of these policies,
and the Company conducts training and awareness
programmes to equip employees with the knowledge
and skills necessary to contribute meaningfully to its
sustainability initiatives. It also integrates sustainability
considerations into mergers and acquisitions due
diligence processes.

The Company has established short-term and long-term
ESG targets under its 'Sustainability Framework' and
monitors progress through defined key performance
indicators (KPIs). Its Executive Committee (EC) reviews
progress against these sustainability KPIs regularly,
ensuring alignment between strategic priorities and
operational execution.

Integrity and stakeholder engagement are at the core
of the Company's sustainability approach. It fosters
ethical conduct, transparency and accountability across
the organisation. It has also implemented designated
stakeholder engagement processes and grievance
mechanisms to enable the identification and management
of sustainability-related concerns.

To effectively navigate the rapidly evolving sustainability
policy landscape and respond to shifting stakeholder
expectations, the Company has established a
Committee of the Board - Business Responsibility and
Sustainability (BRSR) Committee. The Committee reviews
progress on the Company's sustainability performance,
statutory compliance, and the management of material
sustainability-related risks and opportunities. It additionally
provides strategic guidance on long-term value creation.

2. Tackling Climate Change

The Company acknowledges its responsibility to contribute
to the global transition towards a low-carbon economy.
Thus, it has articulated its climate transition strategy
in its inaugural Climate Action Report, which outlines its
commitment to reduce CO₂ emissions intensity by 42% to
1.95 tCO₂ per tonne of crude steel by 2030 and to become
net neutral in carbon emissions for all operations under its
direct control by 2050, subject to technology availability,
infrastructure readiness, and regulatory developments.
The Climate Action report is available on the Company's

website:https://jsw-steel-s3.s3.ap-south-1.amazonaws.
com/isw-steel-images/uploads/2026/03/JSW-Climate-
Action-Report-2024-23052024.pdf

The Company continues to implement a range of
decarbonisation initiatives across its operations and
value chain to achieve measurable emissions reductions.
Furthermore, it has linked progress against climate
targets to performance-management mechanisms for
senior leadership and relevant teams. As of FY 2025¬
26, the Company's emissions intensity has declined by
approximately 30% compared to the 2005 baseline.

The Company has established dedicated cross-functional
governance mechanisms to facilitate the implementation
and monitoring of its climate strategy. These mechanisms
help translate long-term climate objectives into
actionable operational outcomes by performing scenario
assessments, monitoring carbon performance, and
identifying suitable decarbonisation levers.

3.    Energy

The Company's energy strategy pursues the objectives
of improving energy efficiency and augmenting the use
of renewable energy in steelmaking operations. In doing
so, it seeks to reduce specific energy consumption and
progressively scale renewable energy capacity by 2030.

As of FY 2025-26, by virtue of process efficiency
improvements and the deployment of best available
technologies, the Company's energy intensity has
declined by 20% vis-a-vis the 2005 baseline. Moreover,
the Company has successfully commissioned captive
solar and wind capacity projects, and it continues to
advance energy storage solutions to enhance renewable
integration and operational resilience.

4.    Water Management

Spurred by its recognition of the risks associated with
operating in a water-stressed environment, the Company
has rolled out various measures to improve water efficiency,
promote recycling, and reduce freshwater consumption.
During FY 2025-26, specific water consumption stood at
2.34 cubic metres per tonne of crude steel, representing a
35% reduction versus the 2005 baseline.

Additionally, owing to its enterprise-wide wastewater
management programme and the water reuse
interventions under its remit, the Company maintains zero
liquid discharge (ZLD) across all facilities under its direct
control.

5.    Circular Economy

The Company operationalises circular economy principles
in its core operations by striving to enhance resource
efficiency and recover value from the by-products deriving
from steelmaking processes through upcycling.

Through waste-to-value initiatives, it identifies and
promotes productive applications for steelmaking slag,
process gases, and other by-products across both
internal and external value chains. The Company also

remains committed to increasing the use of scrap across
its operations, viewing it as a powerful lever to accelerate
decarbonisation and support resource efficiency. To
this end, it is strategically expanding its captive scrap¬
processing capacity and diversifying procurement to
bolster supply certainty. Thanks to such efforts, during FY
2025-26, the Company's scrap utilisation rose by 68.5% on
a year-on-year basis.

The Company also participates in collaborative industry
initiatives aimed at advancing circular economy practices
across major industrial value chains.

6.    Air Emissions

The Company adopts a combination of technological and
operational measures to curb air emissions and ensure
compliance with applicable regulatory standards. These
measures include dust suppression systems, enclosed
material handling, and the deployment of advanced
emission control technologies at key facilities. The
Company supplements these measures with continuous
monitoring systems that allow the Company to promptly
identify and address deviations.

7.    Biodiversity

The Company has committed to achieving no net loss of
biodiversity by 2030. To advance its pursuit of this goal, it
applies a mitigation hierarchy of avoidance, minimisation,
restoration, and offsetting across its operations. It
also undertakes site-level biodiversity assessments
and designs tailored biodiversity management plans
to determine priorities and guide the execution of
conservation and restoration actions.

During FY 2025-26, the Company reinforced its efforts
to manage nature-related risks and opportunities
responsibly by aligning its sustainability disclosures with
the recommendations of the Taskforce on Nature-related
Financial Disclosures (TNFD), publishing its first TNFD
report, and embedding nature-related considerations into
its enterprise risk management framework.

8.    Product Sustainability

The Company is committed to advancing product
stewardship. As part of this commitment, it provides
key stakeholders, including customers and investors,
with the accurate and up-to-date information needed to
evaluate the sustainability performance of its products
through life cycle assessments (LCAs), environmental
product declarations (EPDs), and the adoption of widely
recognised sustainability certifications for key products.

In response to evolving customer expectations and the
advent of regulatory mechanisms such as the EU Carbon
Border Adjustment Mechanism (CBAM), the Company is
also broadening its portfolio of low-carbon steel offerings.
These improve visibility into upstream emissions and
enable customers to manage their Scope 3 emissions
systematically.

9.    Human Rights

The Company respects and protects human rights across
its operations and value chain. It has completed Human
Rights Due Diligence (HRDD) assessments across all
its integrated steel plants and mining sites. It leverages
the insights obtained through these assessments to
strengthen human rights governance, streamline risk
assessment, mitigate risks, and monitor performance.

10.    Supply Chain Sustainability

The Company recognises the extended ESG impacts of
its value chain. Therefore, it has disseminated a Supplier
Code of Conduct that stipulates a set of minimum ESG
standards that it expects suppliers to uphold. It has also
enacted structured supplier engagement processes.
During FY 2025-26, the Company conducted ESG
performance assessments of its leading suppliers by
procurement spend to enhance visibility of supply chain
risks, streamline Scope 3 emissions monitoring and
management, and support compliance with relevant
statutory requirements.

11.    Responsible Steel Certification

The Company's integrated steel plants in India and selected
downstream facilities have received ResponsibleSteel®
certification. As of FY 2025-26, over 80% of the Company's
primary steel production in India is ResponsibleSteel^®
certified, reflecting its alignment with internationally
recognised environmental, social and governance
standards.

The above disclosures form part of the Board's overview of
material sustainability matters and are provided without
prejudice to statutory disclosures made elsewhere in this
Report.

12.    Corporate Social Responsibility

In line with the Group's philosophy of 'Better Everyday',
the Company has strived to deliver on its responsibilities
towards its communities, people and society at large.
The Company carries out its social development through
the JSW Foundation. The aim is to drive meaningful and
sustainable change among communities (Direct Influence
Zones and Indirect Influence Zones) across eight thematic
areas.

JSW Foundation's interventions are oriented towards
achieving better outcomes in the local context by
adopting the SAMMS approach- Strategic, Aligned, Multi¬
stakeholder, Measurable, Sustainable. The interventions
aim to leverage the long-standing trust and engagement
with the communities to enable a self-sustaining
ecosystem of well-being.

The interventions range from improving the learning
ecosystem in educational institutions to provisioning of
secondary and tertiary healthcare and strengthening of
the public health system, helping communities access
basic sanitation and promoting hygiene, contributing
towards water and environment conservation, facilitating
farm and non-farm livelihoods and promoting sports.

The Company has steadily increased its CSR expenditure
from '53 crore in FY 2017-18 to '297 crore in FY 2024-25,
demonstrating a deepening commitment to social
responsibility. The Company continued its strong focus on
social impact.

During FY 2025-26, the Company's actual CSR obligation
was '185.99 crore and the Company has spent the entire
amount of '185.99 crore towards CSR.

Envisioning and achieving progress across intervention
areas:

Education

JSW Foundation's all-encompassing approach to education
involves interventions at various stages along a child's
learning journey. The initiatives focus on a spectrum of
aspects, ranging from Anganwadi to higher education.
The initiatives cover a wide range of areas, such as,
developing state-of-the-art infrastructure, refurbishing
dilapidated structures, holistic early childhood education
interventions, focusing on learning outcomes, building
capacities of the teachers, and strengthening the school
management committee (SMC).

Health and Nutrition

JSW Foundation is committed to enhancing health and
nutrition status of the community members with improved
health services and facilities. The efforts under this focus
area aim to enhance health and nutrition services at
all levels of the healthcare value chain by increasing
awareness, contributing to infrastructure development,
and encouraging community engagement to support the
nation's efforts.

Water, Environment and Sanitation

JSW Foundation undertakes an integrated approach
towards water, environment and sanitation by ensuring
access to safe drinking water, implementing long-term
plans for sustainable water resource management and
enabling water security for domestic and agriculture
usage in communities. JSW Foundation has designed
need-specific solutions in order to increase the availability
of safe drinking water for the communities.

Waste Management

JSW Foundation strives to improve existing waste
management systems and generate awareness to move
towards a circular economy. JSW Foundation is aligned to
the government's Swachh Bharat Mission and focuses on
reducing and eliminating the practice of mixed waste from
its Direct Impact Zones (DIZ) and Indirect Impact Zones
(IIZ) villages.

Skills and livelihoods

JSW Foundation focuses on increasing the employability
opportunity through skills development of youth and
women in rural areas with innovative solutions by reviving
the traditional hand weaving techniques of India. JSW
Foundation partnered with National Skills Development

Corporation (NSDC) and supporting Skills Impact Bond for
employment linked skills development of youth.

Agri-livelihoods

JSW Foundation's efforts are aimed at sustainably
enhancing the incomes of individuals dependent on
agriculture and allied sectors through institutional
strengthening. The interventions aim to contribute to
secure, inclusive and sustainable agricultural practices
by working alongside farmers to increase production and
income, encouraging methods among farmers through a
variety of demonstration farms, trainings, and grassroots
capacity development. JSW Foundation has partnered with
agriculture universities and Krishi Vigyan Kendras (KVKs)
to get new and innovative approaches for sustainable
agriculture practices.

Promoting Sports

JSW Foundation is paving the way for the development
of sports focusing on offering comprehensive and
integrated solutions for communities from infrastructure
support, to ensuring adequate nutrition and training to
coaches, to partnering with government bodies and other
organisations for growth. JSW Foundation promotes sports
and provides a strong support system for India's athletes
to accomplish the vision of transforming India's sports
trajectory.

Art, Culture and Heritage

JSW Foundation has focused on developing a long¬
term preservation and restoration strategy to protect
the country's heritage for future generations. Through
active collaborations with organisations and initiatives
that preserve and promote the art, culture and heritage
of India, JSW Foundation is involved in establishing art
precincts, restoring heritage structures, and preserving
history. The Foundation also encourages artists to pursue
their interest through Art Residency Programme at Hampi
Art Lab.

The Company has a CSR policy in place that has been
approved by the Company's Board of Directors and the
same is available on the website of the Company at
https://www.iswsteel.in/wp-content/uploads/2025/11/
Corporate-social-responsibilitv-policv_150322.pdf.

In view of the solid foundation laid for the long-term
projects in this fiscal and the envisioned scaling up of the
ongoing CSR projects, the Company shall strive to create
value for all the stakeholders. The disclosure as per Rule 9
of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (as amended) is annexed to this Report as
Annexure A.

13. Health and Safety

JSW Steel's commitment to health and safety is grounded
in its core philosophy of 'Better Every Day'-a belief that
safety is not a compliance obligation but a strategic enabler
of operational excellence, long-term value creation, and
sustainable business growth. Safety is intrinsically woven
into the Company's core values, growth strategy, and its

aspiration to achieve globally benchmarked standards of
performance.

The Company's 'Vision 2030: Zero Harm' serves as the
foundation of its health and safety framework-not
merely a defined target, but a structured transformation
agenda focused on cultivating a proactive safety culture,
strengthening systems and processes, leveraging digital
capabilities, and building workforce competencies that
protect every individual, every day. It reflects JSW Steel's
commitment to minimising operational risks, safeguarding
employee wellbeing, and delivering industry-leading
health and safety performance.

As operations scale and project environments become
increasingly complex, JSW Steel has adopted an integrated
and multi-layered safety approach. This encompasses
strong leadership oversight, behavioural interventions,
continuous capability building, deployment of digital
solutions, and robust governance frameworks-ensuring
accountability and adherence to safety practices across
all organisational levels, from strategic leadership to
frontline operations.

During FY 2025-26, the Company implemented several
key initiatives aimed at strengthening safety culture
and advancing systemic maturity, organised across four
strategic pillars: Effective Leadership, Robust Systems,
Competent Workforce, and Digitalisation and Innovation.

Effective Leadership: Visible, accountable leadership is
the foundation of JSW Steel's safety culture.

?    During FY 2025-26, the JSW Group conducted a
company-wide Safety Quizathon that engaged over

13,000 employees, building a shared awareness of
safety principles across all levels of the organisation.

?    Senior officer-level employees were institutionally
embedded into safety observations and reviews,
reinforcing direct frontline accountability and
signalling that safety ownership extends from the
boardroom to the shop floor.

?    Over 5 lakh safety observations were reported across
the group during the year, enabling systematic
identification and mitigation of unsafe acts and
conditions.

?    The Company also launched the 'Lead the Change -
Safety as a Core Value' programme, through which
over 1,100 employees across all Steel and Coated
Sites were trained to internalise safety as a personal
and organisational value rather than an externally
imposed requirement.

?    Leadership Gemba Walks enabled senior management
to engage directly with the workforce, modelling
proactive safety behaviours on the shop floor and
reinforcing the culture of visible leadership.

?    JSW Steel also presented its holistic Contractor Safety
Management framework at Worldsteel SHCO-17 in
Istanbul, demonstrating its progress towards Vision
2030: Zero Harm on the global stage.

? The JSW Safety Assurance Protocol tool was launched
during the year, with all Steel and ISP sites assessed
under this framework in FY 2025-26.

Robust Systems: World-class safety performance
depends on governance structures and operational
systems that are consistent, auditable, and designed for
continuous improvement.

?    During FY 2025-26, JSW Steel institutionalised
five Group Level Safety Subcommittees-covering
Safety Observations & Audit (SO&A), Process Safety
Management (PSM), Incident Investigation (IIS),
Contractor Safety Management (CSM), and Standards,
Rules & Procedures (SR&P)-to provide specialised,
expert-driven oversight across key safety domains.

?    The Connected Workers (Rakshak) programme
marked a significant milestone in the year: the pilot at
the Coke Oven unit of Dolvi Works was successfully
completed and is now being scaled across the full
Dolvi Steel facility, with planned coverage extending
to approximately 14,000 personnel. In parallel, a pilot
deployment was initiated at SMS#2 of Vijayanagar
Steel.

?    Group-wide Safety Reward & Recognition Guidelines
were also established to institutionalise a culture of
positive reinforcement across all sites.

?    Bow-Tie Barrier Management was deployed at
Vijayanagar, Dolvi, BPSL, and Salem, supported by
expert-led training, enabling the identification of top
process safety events and critical control barriers.

?    PQA and CARES audits were completed for over
3500 high-risk contractors across ISPs and Coated
units, ensuring compliance with critical safety and
performance standards.

?    A Progressive Consequence Management framework
was standardised across all ISPs and Coated units
to promote transparent and fair handling of safety
violations.

?    National Safety Week 2026 and Road Safety Week
were celebrated across the organisation through
quizzes, VR experiences, awareness sessions,
and reward-based activities, engaging the broader
workforce in a culture of safety.

Competent Workforce: Building a Zero Harm workplace
requires a workforce that is technically proficient,
behaviourally conditioned, and continuously developed.

?    During FY 2025-26, over 78,000 workmen underwent
skill and competency assessments, enabling tailored
safety training interventions aligned to individual and
site-specific risk profiles.

?    A Process Safety Competency Development
Programme was launched in partnership with dss+
to elevate technical competency in process safety
management.

?    Subject Matter Expert (SME) Training on 15 Group
Health & Safety Standards was conducted during the
year, certifying over 3000 employees and over 300
'Train the Trainer' facilitators. Equipping participants
with both technical knowledge and practical
application skills.

?    TapRooT® Advanced RCA Team Leader Training further
equipped 119 O&M and HSE professionals with
structured incident investigation methodologies to
drive incident prevention and operational excellence.

?    Safety Experience Centres are now fully operational
at Vijayanagar, Dolvi, BPSL, and Salem Works, offering
immersive, scenario-based training environments
that bring real-world hazard scenarios to life.

?    Continuous engagement through monthly campaigns,
incident reviews, and safety skits has deepened the
workforce's personal connection to safety culture,
reinforcing the principle that safety is a shared
responsibility at every level of the organisation.

Digitalisation and Innovation: Technology is being
harnessed as a force multiplier for safety at JSW Steel.

?    During FY 2025-26, an industry-first conversational AI
tool-'Abhigyan' was launched at Dolvi Steel, providing
real-time, multilingual access to integrated safety
standards for employees and contract workers.

?    This was complemented by the deployment of a
Safety Chatbot offering 24/7 multilingual access to
safety standards and documents via text or voice
commands, simplifying information access for the
entire workforce.

?    Electronic Permit to Work (E-PTW) systems were
implemented across key sites, improving compliance,
control, and transparency in high-risk work
authorisation.

?    VR-based training modules were deployed for
immersive hazard identification and practical skills
development, with over 11,000 contractor workers
trained through 22 Virtual Reality modules during the
year.

JSW Steel remains resolutely committed to its journey
towards Zero Harm. The Company will continue to evolve
its safety systems, strengthen governance, and integrate
cutting-edge digital solutions across its operations.
Through deeply rooted leadership, robust systems, an
empowered workforce, and innovation-led digitisation, JSW
Steel is on a sustained trajectory to set new benchmarks
for health and safety performance-not only within the
Indian steel industry, but across the global metals and
mining sector.

4. Human Resources

Our vision, "bring positive transformation to every life we
touch", guides our everyday actions, influences decision¬
making, and fuels our growth journey. It reflects how we

collaborate and innovate. At the heart of our organisation's
ethos lie our values: commitment, courage, agility,
collaboration, and compassion.

JSW Steel believes that its people are the foundation
on which its long-term success rests. The Company's
commitment to building a capable, engaged, and inclusive
workforce has continued to guide its human resource
strategy through the year, with a focus on strengthening
technical capabilities, nurturing leadership, and fostering
an environment where every employee can contribute,
grow, and feel valued. Our ongoing efforts to enhance
employee experience have yielded positive results with
JSW Steel's continued certification as a Great Place to
Work in FY 2025-26.

The year under review has reinforced the Company's belief
that sustained business performance is inseparable
from the development and wellbeing of its people. The
HR strategy has remained anchored in three priorities:
building enduring capabilities, strengthening the culture
of inclusion, and supporting employee wellbeing.

Diversity & Inclusion

Diversity and inclusion are critical to our talent management
strategy and are integral to our equal opportunity policy.
Diversity is far more than a metric for us. We believe
that uniting individuals from varied backgrounds and
perspectives cultivates a culture of innovation and
resilience.

This year, we achieved a 1% increase in women's
representation compared to the previous year. Women
now comprise 8% of our total workforce, making steady
progress towards gender balance. This underscores our
ongoing commitment to build an inclusive, equitable,
and empowering workplace for all. In a significant stride
towards enhancing gender diversity in our leadership
pipeline, we welcomed 220 female Graduate Engineer
Trainees from some of the best institutes in the country.

This progress is enabled by a broad portfolio of programme
that support women across every stage of their careers.
Springboard is one such career-acceleration programme
for women employees at JSW Steel, aimed at improving
leadership readiness, strategic thinking, business
understanding, and confidence for future management
roles. Together with Women of the Future, Women
Wednesday, our 1 -to-1 maternity support programme,
and strengthened DEI governance through the JSW Steel
Diversity Council, Springboard reflects our commitment to
enabling women employees to grow, lead, and thrive at
every stage of their careers.

Learning & Development

The JSW Technical Academy continues to play a central role
in building and upskilling the Company's technical talent,
with structured learning pathways designed to meet the
evolving demands of the steel industry. During the year,
1,613 learners participated in the Technical Academy,
while 7,373 learners participated in e-learning programs
across all platforms. At the consolidated level, employees

participating in online and classroom training sessions
clocked over 9,47,000 learning hours. This reflects a
robust learning ecosystem that offers employees a broad
spectrum of opportunities across functional, behavioural,
and leadership domains, while also expanding access
to globally benchmarked content through the Skills
Certification Platform to strengthen capabilities in line
with international standards.

Leadership Development

The Company's leadership development agenda
remains anchored in three flagship programmes tailored
to distinct talent segments. At the senior level, the
Strategic Leadership Development Programme saw 12
leaders complete a Brown University-led curriculum
that deepened strategic thinking, leadership capability,
and understanding of the external trends influencing
business and growth. For middle management, the Future
Fit Leaders programme enabled 42 identified leaders to
undertake a structured leadership journey with the Indian
School of Business and Cornell University, designed to
build strategic perspective and accelerate readiness for
larger responsibilities. In parallel, the Technical Leaders
Programme, delivered in partnership with Carnegie Mellon,
IIT Kanpur, and BITS Pilani, has supported 136 employees
over the past two years in completing a technical skills
development journey centred on specialised certifications
and applied learning across emerging areas including
Industry 4.0, smart manufacturing, design thinking, IoT,
platform management, and analytics.

These initiatives are reinforced by a formal succession¬
planning framework that ensures successors are
identified and groomed for all critical roles, providing the
organisation with the depth and readiness it needs to
sustain leadership continuity.

Wellbeing

The JSW We Care initiative continues to provide confidential
counselling support to employees and their families round
the clock. During the year, over 3,729 new employees
registered for the programme, with counselling sessions
conducted across personal, emotional, and professional
dimensions. Family members of employees have also
registered with the programme and are actively availing
the counselling support extended to them, reflecting the
Company's belief that caring for its people means caring
for those who matter most to them.

Digital Initiatives

In addition to the Company's cloud-based HRMS, several
digital HR platforms continue to strengthen employee
experience by improving ease of access, process
efficiency, and consistency of service delivery across
locations. Among these, the travel portal streamlines
travel-related requests and approvals, while the expense
management and reimbursement platform enhances
convenience through smoother claim submission,
tracking, and settlement. Collectively, these platforms
contribute to a more seamless, responsive, and employee¬
centric digital experience.

As the Company continues to invest in its people, it
remains committed to building a workforce that is capable,
engaged, inclusive, and ready for the future, in the firm
belief that its people will remain the most enduring source
of its competitive advantage.

15 Awards

During FY 2025-26, the Company received several national
and international recognitions for its industry-leading
sustainability performance. Details of location-specific
awards and recognitions feature in the 'Management
Discussion and Analysis' section of this Annual Report.

D. CORPORATE GOVERNANCE

The Board believes that robust corporate governance is
fundamental to long-term value creation, effective risk
management and sustained stakeholder confidence. The
Company's governance framework is designed not only to
ensure compliance with applicable laws and regulations
but also to support ethical conduct, transparency,
accountability and sustainable business performance.

The Company's governance practices are anchored in
clearly defined roles and responsibilities for the Board,
its Committees, and the management, supported by well
established policies, processes and internal controls.
These arrangements provide a structured framework
for strategic oversight, performance monitoring and
responsible decision-making across the organisation.

1.    Transfer to Reserves

The Board of Directors has decided to retain the entire
amount of profit in the Statement of profit and loss.
Accordingly, the Company has not transferred any amount
to the 'Reserves' for the year ended 31 March 2026.

2.    Management Discussion and Analysis

Management Discussion and Analysis is provided as a
separate section in the Integrated Report.

3.    Integrated Report

Pursuant to the guidance issued by the Securities and
Exchange Board of India (SEBI), the Company continues
to adopt Integrated Reporting principles to provide a
holistic view of its strategy, governance, performance
and prospects. The Integrated Report is structured around
the concept of value creation over the short, medium and
long-term and reflects the interdependencies between
financial, manufactured, human, intellectual, social and
relationship, and natural capital.

The Company published its first Integrated Report in
FY 2017-18, aligned with the Integrated Reporting
Framework laid down by the International Integrated
Reporting Council (now consolidated into the IFRS
Foundation). Over the years, the reporting approach has
evolved to improve the clarity, consistency and relevance
of disclosures, responding to the expectations of
investors, regulators and other stakeholders.

Alignment with Global and National Frameworks:

The Company's governance and reporting practices are
aligned with leading national and global frameworks to
ensure consistency, transparency and comparability
of disclosures. These frameworks also inform policy
formulation, risk assessment and performance monitoring
across the organisation. Key frameworks considered
include the Global Reporting Initiative (GRI) Standards, the
United Nations Sustainable Development Goals (UN SDGs),
the Carbon Disclosure Project (CDP), the United Nations
Global Compact (UNGC) principles and the National
Guidelines on Responsible Business Conduct (NGRBC).

The articulation of the Company's governance approach
and long-term value creation model through these
frameworks has contributed to strengthening the quality
and credibility of its corporate reporting.

4.    Corporate Governance Report

The Company has complied with the requirements of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
amendments thereof (SEBI LODR Regulations) regarding
corporate governance. A report on the Company's
Corporate Governance practices and the Auditors'
Certificate on compliance of mandatory requirements
thereof are given as an annexure to this Report and the
same is also available on the website of the Company at
https://www.iswsteel.in/investors/.

5.    Business Responsibility and Sustainability Report
(BRSR)

The Company is committed to conducting its business
ethically, transparently and with accountability to all
stakeholders, while balancing economic performance with
social and environmental responsibility.

In accordance with Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015,    the    Business    Responsibility

and Sustainability Report (BRSR), together with the
Report on assurance of the BRSR Core issued by an
Independent Assurance provider, is being presented to
the stakeholders as a part of this Integrated Report. The
Report on assurance is also available on the website
along with the BRSR Report:https://www.iswsteel.in/
investors/business-responsibilitv-sustainabilitv-report/.
The Company continues to enhance the governance,
systems and processes supporting sustainability data
collection and reporting to ensure accuracy, timeliness
and transparency.

The Board reviews the Company's BRSR and BRSR Core
disclosures to satisfy itself regarding their completeness,
reliability and alignment with the Company's governance
framework, risk management processes and sustainability
priorities.

Governance, Risk Management and Controls:

The Company's corporate governance framework operates
in conjunction with its enterprise risk management
processes to identify, assess and mitigate strategic,
operational, financial, regulatory and sustainability-related
risks in a timely manner. The Board and its Committees
provide oversight on key risk areas and monitor the
effectiveness of controls and mitigation measures.

The Company has instituted systems and processes to
support transparent and reliable reporting, strengthen
internal controls and reinforce accountability across
the organisation, thereby supporting informed decision¬
making and long-term value creation.

6. Directors and Key Management Personnel

In accordance with the provisions of Section 152 of
the Companies Act, 2013 (the Act) and in terms of the
Articles of Association of the Company, Mr. Sajjan Jindal
(DIN: 00017762) retires by rotation at the forthcoming
Annual General Meeting (AGM) and, being eligible, offers
himself for re-appointment. The proposal regarding his
re-appointment is placed for approval by the shareholders.

On the recommendation of Nomination and Remuneration
Committee, the Board of Directors appointed Mr. Shyamal
Mukherjee (DIN:03024803), as an Additional Director of the
Company, in the category of Independent Director, with
effect from 23 July 2025, in terms of Section 161 of the
Companies Act, 2013 and Article 123 of the Company's
Articles of Association, to hold office up to the next
Annual General Meeting. Pursuant to the recommendation
of Nomination and Remuneration Committee and the
Board of Directors of the Company, the members, at the
Annual General Meeting held on 25 July 2025, appointed
Mr. Shyamal Mukherjee as the Independent Director of the
Company for a period of 5 years up to 22 July 2030.

Mr. Haigreve Khaitan (DIN: 00005290), who completed his
second term of 5 years as an Independent Director of the
Company on 22 July 2025, ceased to be an Independent
Director of the Company with effect from 23 July 2025.

The Board places on record its appreciation for the
contribution made by Mr Haigreve Khaitan during his
tenure on the Board of the Company.

Mr Seturaman Mahalingam (DIN: 00121727) will be
completing his second term of 5 years as an Independent
Director of the Company on 20 July 2026 and, accordingly,
will cease to be Independent Director of the Company.

Ms. Fiona Jane Mary Paulus (DIN: 09618098), who was
appointed as Director of the Company in the category
of Independent Director, holds office up to 26 May 2027
('first term' in terms of Section 149(10) of the Companies
Act, 2013). The Company has received a notice under
Section 160 of the Companies Act, 2013 from a shareholder
of the Company proposing the re-appointment of Ms. Fiona
Jane Mary Paulus for the Office of Director of the Company
in the category of Independent Director for a second term
up to 26 May 2032.

Further, in the opinion of the Board, Ms. Fiona Jane Mary
Paulus is a person of high integrity, expertise and experience
and qualifies to be appointed as an Independent Director
of the Company. The Board recommends re-appointment
of Ms Fiona Jane Mary Paulus as an Independent Director
for a second term of five years up to 26 May 2032.

Apart from the changes as mentioned above, there were
no changes in the composition of the Board and the key
managerial personnel of the Company during the year
under review.

7. Particulars of Employees

DETAILS PERTAINING TO REMUNERATION AS REQUIRED
UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014

(i) The percentage increase in remuneration of each
Director, Chief Financial Officer and Company Secretary
during the FY 2025-26, ratio of the remuneration
of each Director to the median remuneration of the
employees of the Company for the FY 2025-26 are as
under:

^A% Increase in Remuneration in the Financial Year 2025-26 for Independent
Directors is in view of increased Commission payable to Independent
Directors as determined by the Board in Financial Year 2025-26.

•Since the remuneration of these Directors and KMPs is only for part
of the year or part of the previous year, percentage increase/decrease
in remuneration over previous year is not comparable and hence not
disclosed.

@ Since the remuneration of these Directors is only for part of the year, the
ratio of their remuneration to median remuneration is not comparable and
hence not disclosed.

'Remuneration to Independent and Nominee directors include commission
and sitting fee.

'Remuneration includes commission. Increase in remuneration is on
account of higher commission in FY 2025-26.

''Remuneration includes taxable perquisite from Employee Stock Option
Scheme. Percentage change in remuneration in FY 2025-26 is less than
0.50% due to lower perquisite value of options exercised compared to
previous year.

''Remuneration includes taxable perquisite from Employee Stock Option
Scheme. Increase in remuneration in FY 2025-26 is due to annual revision
in salary and higher perquisites value of options exercised in FY 2025-26.

(ii)    The median remuneration of employees of the
Company during the financial year was '9.02 lakh.

(iii)    In the financial year, there was an increase of 5.21%
in the median remuneration of employees.

(iv)    There were 16,083 permanent employees on the rolls
of Company as on 31 March 2026 comprising 14,792
males and 1,291 females.

(v)    Average percentage increase made in the salaries of
employees other than the managerial personnel in
FY 2025-26 and its comparison with the percentile
increase in managerial remuneration and justification
thereof and point out if there are any exceptional
circumstances for increase in the managerial
remuneration -

(vi) It is hereby affirmed that the remuneration paid
is as per the Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Rules, a
statement showing the names and other particulars
of employees drawing remuneration in excess of
the limits set out in the said Rules forms part of this
Report. Further, the Report and the Annual Accounts
are being sent to the Members excluding the aforesaid
statement. In terms of Section 136 of the Act, the said
statement will be open for inspection upon request
by the Members. Any Member interested in obtaining
such particulars may write to the Company Secretary.

8.    Policy on Directors' Appointment and Remuneration

Matching the needs of the Company and enhancing the
competencies of the Board are the basis for the Nomination
and Remuneration Committee to select a candidate for
appointment to the Board.

The current policy is to have a balanced mix of executive
and non-executive Independent Directors to maintain the
independence of the Board and separate its functions of
governance and management. As on 31 March 2026, the
Board of Directors comprised of 12 Directors, of which 8 are
Non-Executive Directors, including 2 Nominee Directors.
The number of Independent Directors is 6 including 2
women directors.

The policy of the Company on 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 Act, is
governed by the Nomination Policy. The remuneration paid
to the directors is in accordance with the remuneration
policy of the Company. The Policy is available on the
Company's website:https://www.jswsteel.in/wp-content/
uploads/2025/11/Remuneration-Policy-V.2.03.pdf

More details on the Company's policy on Director
appointment and remuneration and other matters provided
in Section 178(3) of the Act have been disclosed in the
Corporate Governance Report, which forms part of this
report.

9.    Declaration of Independence of Directors

The Company has received necessary declaration from
each of the Independent Directors under Section 149(7)
of the Act that he/she meets the criteria of independence
laid down in Section 149(6) of the Act and Regulation 25 of
the SEBI LODR Regulations.

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 Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
all Independent Directors of the Company have enrolled
themselves on the Independent Directors' Databank as on
the date of this Report.

10.    Board Evaluation

The Board carried out an annual performance evaluation of
its own performance, the performance of the Independent
Directors individually as well as the evaluation of
the working of the Committees of the Board. The
performance evaluation of all the Directors was carried
out by the Nomination and Remuneration Committee. The
performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent
Directors. Details of the same are given in the Report on
Corporate Governance annexed hereto. The Directors
expressed their satisfaction with the evaluation process.

11.    Auditors and Auditors' Report

(a)    Statutory Auditors and Audit Report

At the Company's 28^th AGM held on 20 July 2022,
M/s. S R B C & CO LLP (324982E / E300003), Chartered
Accountants, were appointed as the Statutory Auditor
of the Company for a term of 5 years to hold office
from the conclusion of the 28^th Annual General
Meeting until the conclusion of the 33^rd Annual
General Meeting of the Company.

The Statutory Auditors have issued an unmodified
opinion on the financial statement of the Company
for the financial year ended 31 March 2026 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.

The Statutory Auditors have not reported any instance
of material fraud committed in the Company by its
officers or employees to the Audit Committee under
Section 143(12) of the Act, details of which needs to
be mentioned in this Report.

(b)    Cost Records and Cost Auditor

Pursuant to Section 148(1) of the Act, the Company is
required to maintain cost records as specified by the
Central Government and accordingly such accounts
and records are made and maintained.

Pursuant to Section 148(2) of the Act, read with the
Companies (Cost Records and Audit) Amendment
Rules, 2014, the Company is also required to get
its cost accounting records audited by a Cost
Auditor. Accordingly, the Board, at its meeting
held on 14 May 2026, has on the recommendation
of the Audit Committee, re-appointed M/s. Shome
& Banerjee, Cost Accountants (Firm Registration
Number: 000001) to conduct the audit of the

cost accounting records of the Company for
FY 2026-27 on a remuneration of '25,00,000 plus
taxes as applicable and reimbursement of actual
travel and out-of-pocket expenses. The remuneration
is subject to the ratification of the members in terms
of Section 148 read with Rule 14 of the Companies
(Audit and Auditors) Rules, 2014 and is accordingly
placed before the members for ratification.

The due date for filing the Cost Audit Report of the
Company for the financial year ended 31 March 2025,
was 30 September 2025, and the same was filed in
XBRL mode on 14 August 2025.

(c) Secretarial Auditor and Secretarial Audit

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, and the amended provisions of Regulation
24A of SEBI (Listing and Obligations and Disclosure
Requirements) Regulations, 2015, the Members
of the Company at the Annual General Meeting
held on 25 July 2025 approved the appointment of
M/s. S. Srinivasan & Co., (ICSI UIN : S1984TN002200)
a firm of Company Secretaries in Practice, as
Secretarial Auditors of the Company to conduct
secretarial audit for a period of 5 (Five) years
commencing from FY 2025-26 to FY 2029-30. The
Report of the Secretarial Audit is annexed herewith
as Annexure B. The report does not contain any
observation or qualification requiring explanation or
comments from the Board under Section 134(3) of
the Act.

Secretarial Audit of Material Unlisted Indian
Subsidiary Companiesa)    JSW Vijayanagar Metallics Limited

M/s. S. Srinivasan & Co., Practicing Company
Secretaries (ICSI UIN : S1984TN002200), had
undertaken secretarial audit of the Company's
material subsidiary i.e., JSW Vijayanagar Metallics
Limited (JVML) for FY 2025-26. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer. As
per the provisions of Regulation 24A of the SEBI
LODR Regulations, the Report of the Secretarial
Auditor is annexed herewith as Annexure B1.

b)    Bhushan Power & Steel Limited

M/s. S. Srinivasan & Co., Practicing Company
Secretaries (ICSI UIN : S1984TN002200), had
undertaken secretarial audit of the Company's
material subsidiary i.e., Bhushan Power & Steel
Limited (BPSL) for FY 2025-26. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer. As
per the provisions of Regulation 24A of the SEBI
LODR Regulations, the Report of the Secretarial
Auditor is annexed herewith as Annexure B2.

c) JSW Steel Coated Products Limited

M/s. Makrand M Joshi & Co., Practicing Company
Secretaries (ICSI UIN : P2009MH007000), had
undertaken secretarial audit of the Company's
material subsidiary i.e., JSW Steel Coated Products
Limited (JSCPL) for FY 2025-26. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer. As per
the provisions of Regulation 24A of the SEBI LODR
Regulations, the Report of the Secretarial Auditor
is annexed herewith as Annexure B3.

Annual Secretarial Compliance Report

During the period under review, the Company has
complied with the applicable Secretarial Standards
notified by the Institute of Company Secretaries of
India. The Company has also undertaken an audit for
FY 2025-26 pursuant to Regulation 24A of the SEBI
LODR Regulations. The Annual Secretarial Compliance
Report has been submitted to the Stock Exchanges
on 5 May 2026, which is within 60 days of the end of
the financial year ended 31 March 2026.

12. Risk Management

The Company has put in place a well-defined, robust
Enterprise Risk Management (ERM) framework to identify
and manage key risks for achieving its strategic objectives.
This framework has matured over the past years.

The ERM framework provides a structured approach to
identify, prioritise, manage, monitor, and report on key
and emerging risks. The Company adheres to the globally
recognised Committee of Sponsoring Organisations
(COSO) framework for ERM, which facilitates the seamless
integration of internal controls into Company's business
processes.

JSW Steel's risk management approach incorporates
both bottom-up and top-down strategies. The bottom-
up process involves the identification and regular
assessment of risks by Company's plants and corporate
functions, followed by the implementation of effective
mitigation strategies. Concurrently, Risk Management
Group (Senior Leadership Team) of the Company and
the Risk Management Committee (RMC) of the Board
of Directors adopt a top-down approach to identify and
evaluate long-term, strategic, and macro risks to business.

The RMC, operating as a sub-committee of the Board of
Directors, oversees the entire risk management process
within the organisation. Chaired by an Independent Director,
the RMC ensures that the Company's ERM framework
effectively addresses the following critical aspects:

?    Prudently taking intended risks to plan for the best
and prepare for the worst.

?    Executing decided strategies and plans with a focus
on action.

?    Avoiding, mitigating, transferring (such as through
insurance), or sharing (like through subcontracting)
unintended risks, such as performance, incident,
process, and transaction risks.

The probability of happening or impact of these risks is
reduced through tactical and executive management,
policies, processes, inbuilt system controls, MIS, and
internal audit reviews.

The Company recognises that emerging and identified
risks must be mitigated to:

?    Protect the interests of our shareholders and other
stakeholders.

?    Achieve business objectives.

?    Enable sustainable growth.

The Committee has framed the Risk Management policy of
the Company that is approved by the Board.

13. Internal Controls, Audit and Internal Financial Controls

The Company has a robust system of internal control,
commensurate with the size and nature of its business
and complexity of its operations.

Internal Control

The system of internal control includes following significant
features:

?    Preparation of annual budgets and its regular
monitoring.

?    Control over transaction processing and ensuring
integrity of accounting system by deployment of
integrated ERP system.

? Well documented authorisation matrix, policies,
procedures and guidelines covering all important
operations of the Company.

?    Deployment of compliance tool to ensure compliance
with laws, regulations and standards.

?    Adequate insurance of the Company's assets/
resources to protect against any loss.

?    A comprehensive Information Security Policy and
continuous updation of IT systems.

The Board has appointed Audit Committee members which
comprises Independent Directors who are experts in their
field.

The Audit Committee regularly reviews audit plans,
significant audit findings, adequacy of internal controls
and monitors implementation of audit recommendations.

Internal Audit

The Company has a strong and independent internal
audit function that inculcates global best standards and
practices of international majors into the Indian operations.
Internal Audit Department consists of professionally
qualified accountants and engineers. The Chief Internal
Auditor reports directly to Chairman of Audit Committee.
Internal Audit Department has successfully integrated
the COSO framework in its audit process to enhance the
quality of its financial reporting, compatible with business
ethics, effective controls and governance.

The Company extensively practices delegation of authority
across its functions, which creates effective checks and
balances within the system to arrest all possible gaps.
The internal audit team has access to all information
in the organisation-this is largely facilitated by ERP
implementation across the organisation.

The Company has implemented an internal audit software
to record, track and close internal audit observations.

At the start of the year, Internal Audit function prepares an
Annual Audit Plan after considering business and process
risks. The frequency of the audit is decided by risk ratings
of areas/functions. The audit plan is carried out by the
internal team and reviewed periodically to include areas
that have assumed significant importance in line with the
emerging industry trend and the aggressive growth of
the Company. In addition, the Company uses services of
external expert firms including reputed accounting firms
to conduct audit of critical areas.

Internal Financial Controls

As per Section 134(5)(e) of the Act, the Directors have an
overall responsibility for ensuring that the Company has
implemented a robust system and framework of internal
financial controls.

The Company had already developed and implemented
a framework for ensuring internal controls over financial
reporting. This framework includes entity-level policies,
processes controls, IT General Controls and Standard
Operating Procedures (SOP).

The entity-level policies include antifraud policies (such
as Code of conduct, Conflict of interest, Confidentiality
and Whistle Blower policy) and other polices (such as
organisation structure, insider trading policy, HR policy, IT
Security policy, Treasury policy and Business Continuity
and disaster recovery plan). The Company has also
prepared risk control matrix for each of its processes such
as procure to pay, order to cash, hire to retire, treasury,
fixed assets, inventory, record to report and enterprise
level controls.

These internal controls are reviewed by internal and
statutory auditors every year. The Company has carried
out evaluation of design and effectiveness of these
controls and noted no material weaknesses which can
impact financial reporting.

14. Share Capital

The Company's Authorised Share capital during the financial
year ended 31 March 2026, remained at '1,09,80,00,00,000
divided into 70,30,00,00,000 (seven thousand and thirty crore)
equity shares of face value of ' 1 (Indian Rupee one only) each
and 3,95,00,00,000 (three hundred and ninety-five crore)
preference shares of face value of '10 (Indian Rupees Ten
only) each. The Company's paid-up equity share capital
remained at '2,44,54,53,966 (Indian Rupees two hundred

and forty-four crore fifty-four lakhs fifty-three thousand
nine hundred and sixty-six only) comprising 2,44,54,53,966
(two hundred and forty-four crore fifty-four lakhs fifty-
three thousand nine hundred and sixty-six) equity shares
of '1 (Indian Rupee one only) each whereas the paid-up
preference share capital of the Company for the financial
year ended 31 March 2026 was Nil.

15.    Deposits

The Company has not accepted any deposits from the
public. Therefore, it is not required to furnish information
in respect of outstanding deposits under Companies
(Acceptance of Deposits) Rules, 2014 and Companies
(Accounts) Rules, 2014.

16.    Foreign Currency Bonds

As on 31 March 2026, the outstanding Notes issued by
JSW Steel Limited in the international market aggregates
to $1 billion and outstanding Notes issued by its wholly-
owned subsidiary Periama Holdings LLC is $750 million.
These notes are listed on the Singapore Exchange
Securities Trading Limited. In addition, bonds aggregating
to $185 million have been issued by Jefferson County
Port Authority, (a port authority and body corporate and
politic organised and existing under the laws of the State
of Ohio, USA) and are outstanding as on 31 March 2026.
These bonds are guaranteed by JSW Steel Limited and the
proceeds of the bonds were utilised for extending a loan
to JSW Steel (USA) Ohio, Inc., a subsidiary of the JSW Steel
Limited.

17.    Issuance of Non-Convertible Debentures

During FY 2025-26, the Company has not issued any
Non-Convertible Debentures. As on 31 March 2026, the
outstanding Non-Convertible Debentures (NCDs) issued
by the Company aggregates to '6,750 crore. All the
outstanding NCDs are listed on BSE Limited.

18.    Credit Rating

During FY 2025-26, the credit ratings of the Company
were reaffirmed or placed on rating watch with positive
implications. The summary of the Credit Ratings is as
under:

In October 2025, Moody's Investors Service has changed
outlook to ’Positive' from ’Stable' while reaffirming JSW
Steel Limited Corporate Family Rating (CFR) and its senior
unsecured notes rating at ’Ba1'. At the same time, Moody's
Investors Service has also changed outlook to ’Positive'
from ’Stable' while reaffirming senior unsecured rating on
Periama Holdings LLC, a wholly-owned subsidiary of the
Company and the rating on the $185 million guaranteed
revenue bonds issued by Jefferson County Port Authority
at ’Ba1'.

In January 2026, Fitch Ratings has placed ’BB' Long-Term
Issuer Default Rating (IDR) of JSW Steel Limited on ’Rating
Watch Positive'. The agency has also placed the ’BB' rating
on the outstanding bonds of the Company and its wholly-
owned subsidiary, Periama Holdings, LLC, on ’Rating Watch
Positive'.

In December 2025, Japan Credit Rating Agency, Ltd, (JCR)
Japan has assigned rating of ’A-' with ’Stable' Outlook,
an investment grade rating, to JSW Steel Limited Foreign
Currency Long Term Issuer Rating and Local Currency Long¬
Term Issuer Rating. The credit rating is above the India's
sovereign rating of BBB+ with Stable outlook as assigned
by JCR.

In December 2025, Rating and Investment Information,
Inc (R&I) Japan has assigned an Issuer rating of ’A-'
with ’Stable' Outlook, an investment grade rating, to the
Company. The credit rating is above the India's sovereign
rating of BBB+ with Stable outlook as assigned by R&I.

In July 2025, CARE Ratings Ltd has reaffirmed 'CARE AA';
with Stable Outlook for JSW Steel Limited Issuer Rating and
rating for Long-term Bank Facilities and Non-Convertible
Debentures. The ratings on Short-term Bank facilities and
Commercial Papers were reaffirmed at ’CARE A1+'.

In December 2025, ICRA Limited has placed the ’AA' Ratings
on ’Rating Watch with Positive Implications' of JSW Steel
Limited for Long-term Bank Facilities and Non-Convertible
Debentures. The ratings on Short-term Bank facilities and
Commercial Papers were reaffirmed at ICRA ’A1+'.

In December 2025, India Ratings has placed the ’AA'
Ratings on ’Rating Watch with Positive Implications' of
JSW Steel Limited for Long-term Issuer Rating and Non¬
Convertible Debentures.

19. Employee Stock Ownership Plans (ESOP Plans)

The Board of Directors of the Company, at its meetings
held on 29 January 2016 formulated the JSWSL Employees
Stock Ownership Plan - 2016 (ESOP 2016 Plan) and at
its meeting held on 21 May 2021 formulated the Shri. OP
Jindal Employees Stock Ownership Plan (JSWSL) - 2021
(OPJ ESOP Plan) and JSWSL Shri. OP Jindal Samruddhi
Plan - 2021 (JSWSL OPJ Samruddhi Plan 2021), to be
implemented through the JSW Steel Employees Welfare
Trust (Trust), 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.
These ESOP Plans involve acquisition of shares from the
secondary market.

JSWSL Employees Stock Ownership Plan - 2016 (ESOP
2016 Plan) :

A total of 2,86,87,000 options were available for grant to
the eligible employees of the Company and its Director(s),
excluding Independent Directors and promoter Directors,
and a total of 31,63,000 options were available for grant
to the eligible employees of the Indian Subsidiaries of the
Company and their Director(s), excluding Independent
Directors, under the ESOP 2016 Plan.

As against this, 1,59,44,271 options were granted over a
period of three years under this plan by the JSWSL ESOP
Committee to the eligible employees of the Company and
its Indian subsidiaries, including the Whole-time Directors
of the Company.

In terms of Clause 4 of the ESOP Plan 2016, that came into
force with effect from 01 April 2016, the ESOP Plan 2016
was terminated on 31 March 2026, upon completion of
the exercise period. As on the termination date, no options
were outstanding to be exercised.

There were no material changes in the ESOP 2016 Plan
during the year and the same were in compliance with the
ESOP Regulations.

Shri. OP Jindal Employees Stock Ownership Plan
(JSWSL) - 2021 (OPJ ESOP Plan)

A total of 47,00,000 options were available for grant to
the eligible employees of the Company and its Director(s),
excluding Independent Directors and promoter Directors,
and a total of 3,00,000 options were available for grant to
the eligible employees of the Indian Subsidiaries of the
Company and their Director(s), excluding Independent
Directors, under the OPJ ESOP Plan.

In addition to the above, pursuant to the approval of the
shareholders at the 30^th AGM held on 26 July 2024, a
total of 60,00,000 options would also be available to the
eligible employees of the Company and its Director(s),
excluding Independent Directors, out of which up to

20,00,000 options would be available for grant to the
eligible employees of the Indian Subsidiary Company(ies)
of the Company and its Director(s), excluding Independent
Directors. If such 20,00,000 options are not utilised for
the employees of the subsidiaries, the Nomination and
Remuneration Committee may at its discretion, grant such
options to the eligible employees of the Company.

There were no material changes in the OPJ ESOP Plan
during the year and the same are in compliance with the
ESOP Regulations.

The maximum value and share options that can be awarded
to eligible employees is calculated by reference to certain
percentage of individuals fixed salary compensation. 25%
of the grant would vest at the end of the first year, 25% of
the grant would vest at the end of the second year and

50% of the grant would vest at the end of the third year
with a vesting condition that the employee is in continuous
employment with the Company till the date of vesting. 40%
of the grants vesting are linked to employees continuing
in service and the balance 60% grant vesting is linked to
achievement of business targets in the respective years
of vesting.

As against the above options, 13,35,285, 16,10,800,
12,16,672, 12,13,539 and 18,80,936 options have been
granted during FY 2021-22, FY 2022-23, FY 2023-24, FY
2024-25 and FY 2025-26, respectively, under this plan by
the JSWSL ESOP Committee/Nomination and Remuneration
Committee of the Board of the Company to the eligible
employees of the Company and its Indian Subsidiaries,
including the Whole-time Directors of the Company.

JSWSL Shri. OP Jindal Samruddhi Plan - 2021 (JSWSL
OPJ Samruddhi Plan 2021)

JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 (JSWSL OPJ
Samruddhi Plan 2021 or Plan) was approved by a special
resolution passed by the shareholders of the Company
on 21 July 2021. The Plan is applicable only for permanent
employees of the Company and its Indian subsidiaries,
working in India (excluding a probationer and a trainee)
in the grade L01 to L15 (Eligible Employee), who are not
covered under the OPJ ESOP Plan.

Grant of stock options under the Plan shall be as per the
terms and conditions as may be decided by the ESOP
Committee/Nomination and Remuneration Committee
from time to time in accordance with the provisions of
Companies Act, 2013, the rules made thereunder and
ESOP Regulations. The Plan implemented through the
JSW Steel Employees Welfare Trust (ESOP Trust) involves
acquisition of equity shares of the Company from the
secondary market for this purpose.

A total of 67,00,000 options were available for grant to the
eligible employees of the Company and a total of 13,00,000
options were available for grant to the eligible employees
of the Indian subsidiaries of the Company, under the Plan.
Out of the grants made against the said available options,
16,64,466 granted options got lapsed on separation of
employees upon resignation before full vesting of grants
made to them, and, consequently, again became available
for granting to the eligible employees.

As against the aforementioned available options,
79,09,150, 15,700, 11,94,200 and 3,26,400 options
have been granted during FY 2021-22, FY 2022-23,
FY 2023-24 and FY 2024-25, respectively, under this
plan by the JSWSL ESOP Committee/Nomination and
Remuneration Committee of the Board of the Company
to the eligible employees of the Company and its Indian
subsidiaries. Options granted in FY 2023-24 and FY 2024¬
25 includes options lapsed and further granted.

There were no material changes in the JSWSL OPJ
Samruddhi Plan 2021 during the year and the same are in
compliance with the ESOP Regulations.

The applicable disclosures relating to ESOP Plans, as
stipulated under the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021; and the amendments thereof (ESOP
Regulation) pertaining to the year ended 31 March 2026,
are available on the Company's website athttps://www.
iswsteel.in/investors/shareholders-information/ and form
a part of this Report.

Voting rights on the shares, if any, as may be issued to
employees under the aforesaid ESOP plans are to be
exercised by them directly or through their appointed
proxy, hence, the disclosure stipulated under Section
67(3) of the Act is not applicable.

The Certificate from the Secretarial Auditors of the
Company certifying that the Company's Stock Option
Plans are being implemented in accordance with the ESOP

Regulations and the resolution passed by the Members,
would be available for inspection during the meeting in
electronic mode and the same may be accessed upon
login tohttps://evoting.kfintech.com.

20.    Directors' Responsibility Statement

Pursuant to the requirements under Section 134, sub¬
section 3(c) and sub-section 5 of the Act, the Board of
Directors, to the best of their knowledge and ability, state
and confirm that:

a)    In the preparation of the annual accounts, the
applicable accounting standards have been followed,
along with proper explanation relating to material
departures.

b)    Such accounting policies have been selected and
applied consistently and iudgements and estimates
have been made that are reasonable and prudent to
give a true and fair view of the Company's state of
affairs as on 31 March 2026, and of the Company's
profit for the year ended on that date.

c)    Proper and sufficient care has been taken for the
maintenance of adequate accounting records, in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d)    The annual financial statements have been prepared
on a going concern basis.

e)    Internal financial controls were laid down to be
followed and that such internal financial controls
were adequate and operating effectively.

f)    Proper systems were devised to ensure compliance
with the provisions of all applicable laws and
that such systems were adequate and operating
effectively.

21.    Related Party Transactions

Related Party Transactions (RPT) that were entered into
during the financial year were at arm's length basis and
predominantly in the ordinary course of business. Specific
approvals as required under the Companies Act, 2013
have been obtained for transactions that were not in the
ordinary course of business.

The policy on dealing with RPT as approved by the Board is
uploaded on the Company's websitehttps://www.isw.in/
investors/investor-relations-steel

Regulation 23(1) read with Schedule XII of the SEBI LODR
Regulations, as amended with effect from 19 December
2025, prescribes that in the case of listed entities having
annual consolidated turnover exceeding '40,000 crore,
a related party transaction shall be considered material
if its value, individually or taken together with previous
transactions during a financial year, exceeds '3,000
crore plus 2.5% of the consolidated turnover in excess
of '40,000 crore or '5,000 crore, whichever is lower
(prior to amendment - '1,000 crore or 10% of annual

consolidated turnover of the Company as per the last
audited financial statements of the Company, whichever
is lower). In terms of Regulation 23(4), all such material
related party transactions shall require prior approval of
the shareholders by way of an ordinary resolution. The
provisions of Regulation 23(5) of SEBI LODR Regulations
provides exemption for obtaining prior approval of the
shareholders for the RPTs entered into between a holding
company and its wholly-owned subsidiary whose
accounts are consolidated with such holding company
and placed before the shareholders at the general meeting
for approval 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 LODR Regulations has
also enhanced 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.

Accordingly, RPTs of the Company and its subsidiaries
exceeding the applicable materiality threshold as
determined under Regulation 23(1) read with Schedule
XII (subiect to an overall cap of '5,000 crore) shall require
prior approval of the shareholders of the Company and
no related party shall vote to approve such resolutions
whether the entity is a related party to the particular
transaction or not.

The Related Party Transactions policy of the Company can
be accessed on the Company's website as mentioned
above.

The policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all related party
transactions and subsequent material modifications
between the Company and Related Parties. This policy
specifically deals with the review and approval of RPT,
keeping in mind the potential or actual conflicts of interest
that may arise because of entering into these transactions.
All RPTs are placed before the audit committee which
comprises of only Independent Directors for review and
approval. Prior omnibus approval is obtained for RPT that
are of repetitive nature and/or entered in the ordinary
course of business and are at arm's length. All RPTs are
subjected to independent review by a reputed accounting
firm to establish compliance with the requirements of RPT
under the Act, Regulation 23 of the SEBI LODR Regulations
and compliance with arm's length requirements.

The Company did not enter into any contracts,
arrangements or transactions with related parties that
fall under the scope of Section 188(1) of the Companies
Act, 2013. As required under the Act, the prescribed Form
AOC-2 is appended as Annexure C to the Board's report.

Please refer to Note No. 43 to the standalone financial
statements, which sets out related party disclosures.

22. Subsidiaries, Joint Ventures and Associates

The Company has 46 subsidiary companies, 19 joint
venture companies and 5 associate companies as on
31 March 2026. During the year under review, the Board
of Directors reviewed the affairs of material subsidiaries.
There has been no material change in the nature of the
business of the subsidiaries.

The Company has, in accordance with Section 129(3) of
the Act, prepared consolidated financial statements of
the Company and all its subsidiaries, associates and ioint
ventures which form part of the integrated report. Further,
the report on the performance and financial position of
each subsidiary, associate and ioint venture and salient
features of their financial statements is forming part of the
consolidated financial statements in the prescribed Form
AOC-1.

In accordance with the provisions of Section 136 of the
Act and the amendments thereto, read with the SEBI LODR
Regulations, the audited financial statements, including
the consolidated financial statements and related
information of the Company and financial statements of
the subsidiary companies are available on the website of
the Company at www.isw.in.

The names of companies that have become or ceased to
be subsidiaries, ioint ventures and associates during the
year under review are as follows:

(i) Companies which have become subsidiaries, ioint
ventures or associate companies during FY 2025-26:

* upon incorporation as a wholly owned subsidiary of Piombino Steel
Limited, a subsidiary of JSW Steel Limited.

** upon incorporation as a wholly-owned subsidiary of JSW JFE Kalinga
Steel Limited (formerly known as JSW Kalinga Steel Limited), a stepdown
subsidiary of JSW Steel Limited.

*    upon becoming Joint Venture company of Piombino Steel Limited, a
subsidiary of JSW Steel Limited.

*    Being a wholly owned subsidiary of JSW JFE Kalinga Steel Limited, a Joint
Venture Company

$ Joint Venture by virtue of becoming wholly owned subsidiary of JSW One
Platform Limited, a joint venture company of JSW Steel Limited

@ Associate by virtue of acquisition by JSW Paints Limited, an associate of
JSW Steel Limited

(ii) Companies which have ceased to become subsidiaries,
joint venture or associate companies (including joint
venture Companies) during the FY 2025-26:

$ Pursuant to the Order of Regional Director, Registrar of Companies,
Mumbai, sanctioning the Scheme of Amalgamation of JSW JFE Electrical
Steel Nashik Private Limited with its holding company Jsquare Electrical
Steel Nashik Private Limited vide the order dated 04.11.2025 and filing
of Form INC-28 by respective companies with Registrar of Companies.
Further, pursuant to the sanctioned Scheme and upon filing of INC-22
with the Registrar of Companies, Mumbai, the name of Jsquare Electrical
Steel Nashik Private Limited was changed to JSW JFE Electrical Steel
Nashik Private Limited with effect from 01.12.2025.

23. Disclosures(a)    Number of Meetings of the Board of Directors

During the year, eight (8) board meetings were convened
and held, the details of which are given in the corporate
governance report. The intervening gap between the
meetings was within the period prescribed under the Act
and Regulation 17 of the SEBI LODR Regulations.

(b)    Audit Committee

The Audit Committee comprises of three Non-Executive
Independent Directors. Mr. Seturaman Mahalingam is the
Chairman of the Audit Committee. The members possess
adequate knowledge of accounts, audit, finance, etc.
The composition of the Audit Committee meets the
requirements of Section 177 of the Act and Regulation 18 of
the SEBI LODR Regulations. There are no recommendations
of the Audit Committee that have not been accepted by
the Board.

(c)    Copy of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 (Act) copies of the Annual Return
of the Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 for
FY 2025-26 is placed on the website of the Company and
is accessible at the web-link:https://www.jswsteel.in/
investors/disclosures-under-regulation-46-of-the-lodr/.

(d)    Whistle Blower Policy/Vigil Mechanism

The Company has a vigil mechanism named Whistle
Blower Policy/Vigil Mechanism to deal with instances of
fraud and mismanagement, if any. Details of the same
are given in the corporate governance report. The Whistle
-Blower Policy is placed on the website of the Company at
the web-link:https://www.iswsteel.in/investors/isw-steel-

governance-and-regulatorv-information-policies-0

The Whistle Blower Policy/Vigil Mechanism has been
formulated by the Company with a view to provide a
mechanism for directors and employees of the Company
to approach the Ethics Counsellor/Chairman of the Audit
Committee of the Board to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation
of the Code of Conduct or ethics policy or any other
unethical or improper activity including misuse or improper
use of accounting policies and procedures resulting in
misrepresentation of accounts and financial statements
and incidents of leak or suspected leak of unpublished
price sensitive information. The Company is committed
to adhere to the highest standards of ethical and legal
conduct of business operations and in order to maintain
these standards, the Company encourages its employees
who have genuine concerns about suspected misconduct
to come forward and express these concerns without fear
of punishment or unfair treatment.

The Whistle Blower Policy/Vigil Mechanism also provides
safeguards against victimization or unfair treatment of
the employees who avail of the mechanism. The Company
affirms that no personnel have been denied access
to the Audit Committee or the whistle blower reporting
mechanism.

The following steps have been taken to strengthen the
Whistle-blower Mechanism.

Awareness of the Policy

1.    Regular communication from the Desk of Group HR to
make employees aware of the policy.

2.    Display of email address and Toll-Free Phone numbers
at prominent places in the offices and plant locations.

3.    Wallet Cards & Laptop Stickers showcasing the Ethics
Helpline details shared with new joiners during their
induction and placed at business centre.

4.    Awareness of Whistle Blower Policy for new joiners
covered during their induction.

5.    Complaints from suppliers and customers to be
entertained.

Receipts of Complaints

1.    All the 'Complaints' under this policy may be reported
via the Ethics Helpline or directly to audit committee
chairman/ethics counsellor.

2.    The Ethics Helpline is a third-party service and is
available in multilingual. 'Reporters' can access the
helpline through Phone, Email, Web Portal or Post Box.
The complaints are processed by trained professionals
to assure collection of accurate information and
protection of the 'Reporters' confidentiality.

3.    The complaints after processing are forwarded to
the Head of Group Ethics Committee, who in turn will
forward to the Ethics Counsellor or to the Chairman
of the Audit Committee as laid down in the Whistle
Blower Policy, with recommendations.

I f a complaint is received by any other executive of the
Company, the same is forwarded to the Head of Group
Ethics Committee for further processing to report to ethics
counsellor with recommendation.

Investigation

1.    All complaints received are reviewed by Head of Group
Ethics Committee and investigation are conducted
confidentially, with due protection of the whistle¬
blower's identity, and involve collection of relevant
facts, evidence, and stakeholder inputs.

2.    Upon completion, the investigation findings and
recommendations of Group Ethics Committee are
submitted to the Ethics Counsellor for appropriate
action.

Closure

1.    Based on the investigation findings and
recommendation of Group Ethics Committee, the
ethics counsellor decides appropriate corrective,
disciplinary and preventive actions in line with the
Company's policies and applicable laws.

2.    Implementation of the recommended actions is
monitored to ensure effective resolution.

3.    The case is formally closed after all necessary actions
are completed or approved, and records of the
complaint, investigation, and closure are maintained
for future reference and compliance.

(e)    Particulars of loans, guarantees or investments under
Section 186 of the Act

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act are given in
the notes to the financial statements.

(f)    Details of significant and material orders passed by
the regulators or courts or tribunals impacting the
going concern status and Company's operations in
future.

The Hon'ble Supreme Court pronounced the judgment dated
September 26, 2025 (SC Judgement), in the appeals filed by
the erstwhile promoters and certain operational creditors of
Bhushan Power and Steel Ltd. (BPSL). The Hon'ble Supreme
Court dismissed the appeals filed by the erstwhile promoters
and certain operational creditors and upheld the judgement of
the National Company Law Appellate Tribunal dated February
17, 2020. The SC Judgement is a landmark judgement
concerning one of the largest corporate resolutions in the
history of the Insolvency and Bankruptcy Code, 2016 (IBC
Code) and has preserved the integrity and sanctity of the
IBC Code by upholding the finality of implemented resolution
plans by successful resolution applicants. The Hon'ble
Supreme Court also noted the substantial efforts of the
Company in resolving and turning around BPSL as a profit¬
making company.

There are no other significant or material orders passed
by the regulators/courts/tribunals that could impact
the going concern status of the Company and its future
operations.

However, members' attention is drawn to the statement on
contingent liabilities, commitments in the notes forming
part of the financial statements.

(g)    Particulars regarding conservation of energy,
technology absorption and foreign exchange earnings
and outgo

Information in accordance with the provisions of Section
134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange
earnings and outgo, is given in the statement annexed
(Annexure D) hereto and forms a part of this Report.

(h)    Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees) are
covered under this policy. The Company has also complied
with the provisions related to constitution of Internal
Complaints Committee (ICC) under the said Act to redress
complaints received regarding sexual harassment. The
Company received a total of 4 complaints pertaining to
sexual harassment during FY 2025-26. Of these, 3 were
resolved during the financial year, while 1 complaint was
pending for resolution as on 31 March 2026. There were
no complaints pending for more than 90 days as on
31 March 2026.

(i)    Compliance with Maternity Benefit Act, 1961

During the FY 2025-26, the Company has complied with all
the applicable provisions relating to the Maternity Benefit
Act, 1961.

The Company remains committed to fostering an inclusive
workplace and ensuring the welfare, health and well-being
of its women employees.

(j)    Other disclosures/reporting

There has been no change in the nature of business of
the Company as on the date of this Report. Further, there
were no material changes and commitments affecting the
financial position of the Company between the end of the
financial year and the date of this Report.

The Board of Directors state that no disclosure or reporting
is required in respect of the following items as there were

no transactions pertaining to these items during the year

under review:

1)    Details relating to deposits covered under Chapter V
of the Act.

2)    Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3)    Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save
and except ESOPs referred to in this Report.

4)    Receipt of secured/unsecured loans from its
directors.

5)    Buy-back of the equity shares.

6)    Receipt of remuneration or commission by Managing
Director or the Whole-time Directors of the Company
from any of its subsidiary companies of the Company.

7)    Details regarding the difference in valuation between
a one-time settlement and valuation for obtaining
loans from banks or financial institutions.

8)    Details of any application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) along with their status as at the
end of the financial year.

24. ACKNOWLEDGMENT

The Directors place on record their sincere appreciation
for the continued support and cooperation received
from the Government of India, the State Governments of
Karnataka, Maharashtra, Tamil Nadu, Odisha, Goa, Andhra
Pradesh, Gujarat, West Bengal, and Jharkhand, as well
as the Governments of the Republic of Chile, Mauritius,
Mozambique, Italy, the United States of America, the
United Kingdom, and Australia.

The Directors also acknowledge the support of regulatory
authorities, stock exchanges, financial institutions, banks,
shareholders, debenture holders, debenture trustees, and
other stakeholders during the year under review.

The Directors further place on record their appreciation
for the unstinted dedication and commitment of the
Company's employees.

For and on behalf of the Board

Sd/-

SAJJAN JINDAL

Place: Mumbai    CHAIRMAN & MANAGING DIRECTOR

Date : May 14, 2026    DIN: 00017762