JSW Steel Ltd Directors Report

To the Members of ]SW Steel Limited,

The Board of Directors of JSW Steel Limited (]SW Steel or Company) is pleased to present the Seventh Integrated Annual Report, along with the financial statements of the Company, for the financial year ended March 31, 2024. A brief summary of the Companys standalone and consolidated performance is given below:

COMPANY PERFORMANCE

Financial Results

(Rs. in crore)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
1 Revenue from operations	135,180	131,687	175,006	165,960
II Other income	1,704	1,572	1,004	1,030
III Total income (1 + II)	136,884	133,259	176,010	166,990
IV Expenses:
Cost of materials consumed	72,337	75,321	93,590	94,456
Purchases of stock-in-trade	363	963	1,164	1,514
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(1,736)	(590)	(3,087)	(2,636)
Mining premium and royalties	10,011	7,457	10,011	7,457
Employee benefits expense	2,357	1,975	4,591	3,915
Finance costs	6,108	5,023	8,105	6,902
Depreciation and amortisation expense	5,435	4,952	8,172	7,474
Other expenses	29,868	31,190	40,501	42,707
Total expenses	124,743	126,291	163,047	161,789
V Profit before share of profit / (losses) from joint ventures, exceptional items and tax (lll-IV)	12,141	6,968	12,963	5,201
VI Share of profit / (loss) from joint ventures (net)			(172)	(137)
VII Profit / (loss) before exceptional items and tax (V+VI)	12,141	6,968	12,791	5,064
VIII Exceptional items	39	-	(589)	(591)
IX Profit before tax (VII-VIII)	12,102	6,968	13,380	5,655
X Tax expenses / (credit):
Current tax	2,422	1,218	2,643	1,499
Deferred tax	608	813	733	17
Tax impact to earlier years	1,031	-	1,031	-
Total Tax expenses	4,061	2,031	4,407	1,516
XI Profit for the year (IX-X)	8,041	4,937	8,973	4,139
XII Other comprehensive income
A i) Items that will not be reclassified to profit or loss
a) Re-measurements of the defined benefit plans		(15)	4	(19)
b) Eguity instruments through other comprehensive income	2460	(534)	2,929	(634)
ii) Income tax relating to items that will not be reclassified to profit or loss	(286)	72	(344)	84
Total (A)	2,174	(477)	2,589	(569)
B i) Items that will be reclassified to profit or loss
a) Effective portion of gains and loss on hedging instruments	(248)	(619)	(427)	(458)
b) Foreign currency translation reserve (FCTR)	-		(122)	(1,031)
ii) Income tax relating to items that will be reclassified to profit or loss	(29)	216	37	154
Total (B)	(277)	(403)	(512)	(1,335)
Total other comprehensive income / (loss) (A+B)	1,897	(880)	2,077	(1,904)
XIII Total comprehensive income / (loss) (XI+ XII)	9,938	4,057	11,050	2,235
Total profit /(loss) for the year attributable to:
Owners of the Company			8,812	4,144
Non-controlling interests			161	(5)
			8,973	4,139
Other comprehensive income/(loss) for the year attributable to:
Owners of the Company			2,086	(1,846)
Non-controlling interests			(9)	(58)
			2,077	(1,904)
Total comprehensive income/(loss) for the year attributable to:
Owners of the Company			10,898	2,298
Non-controlling interests			152	(63)
			11,050	2,235

? less than Rs. 0.50 crore

Financial Management

(A) Standalone Results

In FY 2023-24, the Company reported its highest ever annual crude steel production at 22.26 MnT, with an average capacity utilisation level of 92% as against capacity utilisation of 91% in FY 2022-23. Crude steel production increased by 6.7% y-o-y primarily due to the ramp-up of the Dolvi Phase II expansion of 5 MTPA, which was commissioned in FY 2021-22, and additional production volumes from Raigarh unit pursuant to merger of JSW Ispat Special Products Limited (JISPL) from July 31, 2023.

During the year, the Company reported its highest ever annual steel sales volume at 21.22 MnT, which grew by 7.9% y-o-y. The Company exported 2.25 MnT of steel, up 27.14% y-o-y and accounting for 10.6% of the total sales, as against 9.0% in FY 2022-23. Domestic sales stood at 18.97 MnT, an increase of 6.0% y-o-y. The domestic steel demand grew by 13.6% y-o-y to 136.25 MnT primarily due to the governments thrust on infrastructure, housing construction, the increasing share of manufacturing in GDP and increased demand from the auto sector. Sales of Value Added and Special Products (VASP) accounted for 61.2% of the total sales volume for the year.

Revenue from operations grew 2.7% y-o-y to ^135,180 crore, primarily due to an increase in volumes, which grew by 7.9%, partly offset by lower sales realisations, down 4.8% y-o-y on account of the decline in steel prices attributed to lower international steel prices and increased imports at predatory pricing.

The Company achieved an annual operating EBITDA of ^21,980 crore, an increase of 43.0% y-o-y with an EBITDA margin of 16.3%. EBITDA per tonne was at ^10,357 during FY 2023-24, higher by 32.5% y-o-y primarily on account of lower coking coal prices, which were elevated in the previous year, lower power and fuel costs partially offset by decline in sales realisations and higher iron ore prices. The domestic iron ore prices were higher due to elevated international iron ore prices leading to increase in exports of iron ore /pellets, resulting in pressure on domestic supply. The depreciation and amortisation charge for the year was ^5,435 crore, up 9.8% y-o-y due to depreciation charged on asset capitalisation for capital projects and sustaining capital expenditure. The finance costs for the year were ^6,108 crore, an increase of 21.6% y-o-y primarily on account of higher borrowings and an increase in benchmark rates of domestic and foreign currency borrowings as the central banks across the world increased interest rates to contain inflation.

Profit after tax increased by 62.9% y-o-y to ^8,041 crore. The Companys net worth stood at ^67,903 crore, as on March 31, 2024, vis-a-vis ^58,031 crore, as on March 31, 2023. Gearing (net debt-to-eguity) was at 0.67x (as against 0.57x) and net debt to EBITDA stood at 2.31x (as against 2.37x).

Exceptional items for the year ended March 31, 2024, comprised of the following:

i) Impairment provision of ^1,279 crore towards investments and loans provided to a subsidiary in US and a reversal of impairment provision of ^1,039 crore for loans given and financial guarantees provided to a subsidiary in Netherlands mainly on account of significant improvement in the business of its Italian subsidiaries (refer note no. 53 of the standalone financial statements).

ii) Pursuant to the merger of Creixent Special Steels Limited (CSSL) and JSW Ispat Special Products Limited (JISPL) becoming effective on July 24, 2023 and July 31, 2023 respectively, (refer note no. 49 of the standalone financial statements) the existing investments of the Company in CSSL as on July 31, 2023, have been fair valued as reguired by IND AS - 103 Business Combinations and a resultant gain of ^590 crore has been recognised as an exceptional gain.

iii) The State of Goa enacted the Goa Cess on Products and Substances Causing Pollution (Green Cess) Act, 2013 (Green Cess Act) and thereby levied a cess on the handling or utilisation or consumption or combustion or movement or transportation etc, of certain products / substances (including coal and coke) causing pollution in the State of Goa (Green Cess) at the rate of 0.5% of the sale value. In the present case, the Company imports certain varieties of coal / coke into Mormugao Port, Goa, which are handled at berths operated by South West Port Limited (SWPL) and SWPL has in turn challenged the legislative competence of the State of Goa to enact the Green Cess Act by way of a writ petition before the Honble High Court of Bombay, Goa Bench. The Honble High Court of Bombay, Goa Bench, vide its judgement dated September 14, 2023 (Writ Judgement), dismissed the writ petition and upheld the constitutional validity of the Green Cess Act and held that the State of Goa had competence to legislate the Green Cess Act and levy the Green Cess. In the light of the aforesaid development, the Company has recognised a provision towards Green Cess amounting to ^389 crore for the period from 2013 till September 2023. SWPL and the Company have filed a special leave petition before the Honble Supreme Court challenging the Writ Judgement, in which the Honble Supreme Court, vide its order dated December 7, 2023 (Interim Order), issued notice on the Special leave petitions and directed the State of Goa to carry out assessments and issue demand notices to petitioners, upon which the petitioners would be liable to deposit 50% of the assessed demand. The Company has complied with the Interim Order passed by the Honble Supreme Court and paid the necessary deposit in accordance with the demand raised by the authorities. The matter is pending for hearing before the Honble Supreme Court.

(B) Consolidated Results

In FY 2023-24, the Company reported its highest ever annual consolidated crude steel production of 26.43 MnT, with an average capacity utilisation of 92% at Indian operations. Crude steel production increased by 9.4% y-o-y primarily due to the ramp-up of the Oolvi Phase II expansion of 5 MTPA which was commissioned in FY 2021-22, additional production volumes from Raigarh unit and Raipur unit pursuant to merger of JISPL from July 31, 2023, increased production from Bhushan Power and Steel Limited (BPSL) pursuant to ramp up of capacity post commissioning of the Phase 1 expansion to 3.5 MTPA and improvement in capacity utilisation at JSW Ohio due to improved steel demand in the US.

During the year under review, the Company reported its highest ever annual steel sales volume of 24.78 MnT, up 10.7 % y-o-y. The consolidated India operations export of steel products stood at 3.4 MnT, up by 22.9% y-o-y and accounting for 14.2% of the total sales, as against 12.6% in FY 2022-23. The exports of steel products were higher in FY 2023-24 as there was no export duty levy during the year as compared to export duty levy of 15% between May 2022 and November 2022. The consolidated India operations domestic sales stood at 20.57 MnT, an increase of 7.7% y-o-y, driven by domestic demand for steel. The Company achieved its highest year Value- Added Special Products (VASP) sales at 14.65 MnT, an increase of 18.6% y-o-y and accounted for 61.2% of the total sales volume for the year.

The EAF-based steel manufacturing facility in Ohio, USA, produced 9,62,697 net tonnes of slabs during the FY 2023-24. Capacity utilization was 66% during the year. Sales volumes for the FY 2023-24 stood at 2,58,492 net tonnes of Hot-rolled Coil (HRC) and 6,47,371 net tonnes of slabs.

In FY 2023-24, the Companys consolidated revenue from operations grew by 5.5% y-o-y to ^1,75,006 crore, primarily on account of the increase in dispatches by 10.7%, partly offset by lower sales realisations due to decline in international steel prices.

Consolidated operating EBITDA was ^28,236 crore, an increase of 52.2% y-o-y with an EBITDA margin of 16.1%. EBITDA per tonne was Rs. 11,394 during FY 2023-24, higher by 37.5% y-o-y, primarily on account of the decline in coking coal prices, lower power and fuel costs, partially offset by lower sales realisations and increase in iron ore prices.

The domestic subsidiaries posted an operating EBITDA of ^5,025 crore, as against an operating EBITDA of ^2,791 crore during the previous year, primarily due to higher EBITDA from JSW Steel Coated Products Limited and BPSL. The overseas subsidiaries posted an operating EBITDA of ^1,203 crore, as against an operating EBITDA of ^554 crore during the previous year, on account of higher profitability from US Baytown operations and JSW Italy operations, and lower losses from the US Ohio operations.

The depreciation and amortisation charge for FY 2023-24 was ^8,172 crore, registering a 9.3% y-o-y increase due to depreciation charged on asset capitalisation for projects and sustaining capex. Finance costs were ^8,105 crore, an increase of 17.4% y-o-y, primarilydueto higherborrowings increase in benchmark rates of domestic and foreign currency borrowings as the central banks across the world increased interest rates to contain inflation and asset capitalisation.

The Companys net profit stood at ^8,973 crore for FY 2023-24, vis-a-vis ^4,139 crore in FY 2022-23. The performance and financial position of the subsidiary companies and joint arrangements are included in the consolidated financial statement of the Company.

The Companys net worth, as on March 31, 2024, was ^69,669 crore compared to ^59,588 crore, as on March 31, 2023. The Companys spending on capex expenditure/acguisitions aggregated to ^16,752 crore in FY 2023-24 versus Rs 14.214 crore in FY 2022-23. The Companys consolidated net gearing (net debt-to-eguity) as on March 31,2024, stood at 0.93x (versus 0.89x as on March 31, 2023) and net debt-to-EBlTDA stood at 2.62x (versus 3.20x, as on March 31, 2023).

Exceptional items for the year ended March 31, 2024, comprised of the following:

• Pursuant to the merger of Creixent Special Steels Limited (CSSL) and JSW Ispat Special Products Limited (JISPL) becoming effective on July 24, 2023 and July 31, 2023 respectively (refer note no. 55 of consolidated financial statements), the existing investments of the Group in CSSL as on July 31, 2023, have been fair valued as reguired by IND AS 103 Business Combinations and a resultant gain of ^780 crore has been recognised as an exceptional gain.

• Net gain amounting to ^198 crore pursuant to sale of property, plant and eguipment and mineral rights held by the wholly owned subsidiary of the Company in West Virginia.

• The State of Goa enacted the Goa Cess on Products and Substances Causing Pollution (Green Cess) Act, 2013 (Green Cess Act) and thereby levied a cess on the handling or utilisation or consumption or combustion or movement or transportation etc, of certain products / substances (including coal and coke) causing pollution in the state of Goa (Green Cess) at the rate of 0.5% of the sale value. In the present case, the Company imports certain varieties of coal / coke into Mormugao Port, Goa, which are handled at berths operated by South

West Port Limited (SWPL) and SWPL has in turn challenged the legislative competence of the State of Goa to enact the Green Cess Act by way of a writ petition before the Honble High Court of Bombay, Goa Bench. The Honble High Court of Bombay, Goa Bench, vide itsjudgement dated Septemberl4,2023 (Writ Judgement), dismissed the writ petition and upheld the constitutional validity of the Green Cess Act and held that the State of Goa had competence to legislate the Green Cess Act and levy the Green Cess. In the light of the aforesaid development, the Company has recognised a provision towards Green Cess amounting to ^389 crore for the period from 2013 till September 2023. SWPL and the Company have filed a special leave petition before the Honble Supreme Court challenging the Writ Judgement, in which the Honble Supreme Court, vide its order December 7, 2023 (Interim Order), issued notice on the Special leave petitions and directed the State of Goa to carry out assessments and issue demand notices to petitioners, upon which the petitioners would be liable to deposit 50% of the assessed demand. The Company has complied with the Interim Order passed by the Honble Supreme Court and paid the necessary deposit in accordance with the demand raised by the authorities. The matter is pending for hearing before the Honble Supreme Court.

(C) Performance of Subsidiaries and Joint Ventures

CJVs)

The Company had 46 direct and indirect subsidiaries, 14 JVs and 2 associates, as on March 31, 2024, which includes certain domestic subsidiaries acguired or incorporated during FY 2023-24. 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 Companys subsidiaries, associates and JVs in Form A0C-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 at https://www.iswsteel.in/investors/ isw-steel-disclosure-46Rs. section=financial-subsidiaries- india. The Company shall provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific reguest made to it in this regard by the shareholders.

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

(I) Indian Subsidiaries

1) JSW Steel Coated Products Limited (JSW Steel Coated / JSCPL ) along with its subsidiary National Steel SAgro Industries Limited

JSW Steel Coated is the Companys wholly owned subsidiary and caters to both domestic and international markets. It manufactures value- added flat steel products comprising tin plates, galvanised and galvalume coils/sheets and colour- coated coils/sheets. JSCPL has four manufacturing facilities at Vasind, Tarapur, Kalmeshwar and Khopoli in Maharashtra, one manufacturing facility in Bawal, Haryana and two manufacturing facilities in Rajpura, Punjab.

Pursuant to the Corporate Insolvency Resolution Process under the Insolvency Bankruptcy Code, 2016, the Resolution Plan submitted by JSW Steel Coated for acguiring National Steel and Agro Industries Limited (NSAIL) was approved by the Honble NCLT, Mumbai on May 19, 2023. JSCPL has completed the acguisition of NSAIL on May 23,2023 by infusing ^621 crore as per approved Resolution Plan. NSAIL has a downstream facility with a 0.35 MTPA capacity to produce a variety of downstream products.

In FY 2023-24, JSW Steel Coated reported a production of 4.16 MnT (Galvanising/Galvalume Tinplate products), an increase by 27.2% y-o-y. Its sales volume increased by 20.2% y-o-y to 4.11 MnT. Operating EBITDA increased to ^1,525 crore from ^293 crore in FY 2022-23, primarily on account of the decline in raw material prices like HR Coils, Zinc and Aluminium prices, paint costs and lower conversion cost which was partially offset by lower sales realisation. The EBITDA also improved as there were no one-off items such as inventory losses and payment of export duty, which impacted EBIDTA in the FY 2022-23. The operating EBITDA per ton was Rs. 3,710 per ton and margin improved to 4.5% from 1.0% in FY 2022-23. Revenue from operations and net profit was ^34,137 crore and ^337 crore for FY 2023-24 vis-a-vis ^29,807 crore and ^261 crore for FY 2022-23, respectively.

Amalgamation of JSW Vallabh Tinplate Private Limited (JVTPL) and Vardhman Industries Limited (VIL) with JSW Steel Coated

The Board of Directors of JSCPL at its meeting held on April 29, 2022, considered and approved the Scheme of Amalgamation pursuant to Sections 230-232 of the Act and other applicable provisions of the Act, providing for the merger of VIL and JVTPL, wholly owned subsidiaries of JSW Steel with JSW Steel Coated by issuing shares of JSW Steel Coated to JSW Steel. The said scheme was filed with the NCLT and the final hearing was held on May 3, 2023. The Honble National Company Law Tribunal (NCLT), Mumbai Bench passed an order sanctioning the Scheme on May 19, 2023, with Appointed Date of April 01, 2022. JVTPL, VIL and JSCPL filed the aforesaid Order with the Registrar of Companies in the prescribed Form INC-28 and the Scheme became effective from June 26, 2023 (the Effective Date) and accordingly, JVTPL and VIL merged with JSCPL and ceased to exist from the Effective Date. In terms of the Scheme, JSW Steel Coated has issued 615 shares for every 1,000 shares held by JSW Steel in JVTPL, and 290 shares for every 1,000 shares held by JSW Steel in VIL.

Amalgamation of National Steel and Agro Industries Limited (NSAIL orTransferor Company) with JSW Steel Coated

The Board of Directors of JSW Steel Coated Products Limited (JSCPL or Transferee Company), a wholly owned subsidiary of the Company and the Board of Directors of National Steel and Agro Industries Limited (NSAIL or Transferor Company) a wholly owned subsidiary of JSCPL, at its meetings held on October 13, 2023 and October 9, 2023, respectively, approved a Scheme of Amalgamation of NSAIL with JSCPL and their respective shareholders (the Scheme) subject to reguisite 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 Honble NCLT seeking directions to convene or dispense the shareholders/ creditors meetings, the Mumbai Bench of Honble NCLT vide its order dated March 21, 2024, has admitted the application and dispensed meetings of shareholders, debenture holders and creditors. Further, as per the directions of the Honble NCLT, the Transferor and Transferee companies have served notices upon regulatory authorities and a petition has been filed with Honble NCLT for sanction of the Scheme. The appointed date for the said Scheme is October 1, 2023.

2) 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 2023-24, ARCL produced 0.68 MnT of coke and 4.03MnT of pellets. The coke and pellets produced are primarily supplied to the Dolvi Plant of the Company.

Operating EBITDA for the year under review was at ^519 crore as against ^653 crore in the previous year. Its profit after tax decreased to ^225 crore from Rs. 429 crore in FY 2022-23 primarily due to one-time exceptional gain of ^241 crore on the discontinuation of lease accounting as per Ind AS 116 in FY 2022-23.

3) Bhushan Power and Steel Limited (BPSL)

On March 26, 2021, the Company completed the acguisition 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 a Logistics Private Limited (JSLPL) through which the Company and JSLPL held eguity 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 eguity. In accordance with the approved resolution plan, BPSL was acguired as a wholly owned subsidiary of PSL.

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

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

BPSL operates a 3.50 MTPA integrated steel plant at Jharsuguda, Odisha and also has downstream manufacturing facilities at Kolkata, West Bengal and Chandigarh, Punjab.

For FY 2023-24, BPSL reported its highest ever annual crude steel production at 3.18 MnT. The crude steel production increased by 15.4% y-o-y primarily due to the ramp-up of the Phase I expansion to 3.5 MTPA which was commissioned in FY 2022-23. BPSL also produced pig iron of 0.52 MnT during FY 2023-24.

BPSL reported its highest ever annual steel sales of 2.96 MnT, up 17.5 % y-o-y. The total revenue from operations was at ^21,893 crore as compared to ^20,077 crore in the previous year. EBITDA increased from ^1,805 crore in FY 2022-23 to ^2,765 crore in FY 2023-24, primarily due to decline in coking coal prices, lower power and fuel costs and lower conversion costs partially offset by lower sales realisations. Profit after tax stood at ^674 crore vis- a-vis ^160 crore in FY 2022-23.

4) JSW Industrial Gases Private Limited (JIGPL)

JSW Industrial Gases Private Limited (JIGPL) is a wholly owned subsidiary of the Company. The Company sources oxygen, nitrogen and argon from JIGPL for its Vijayanagar plant. Operating EBITDA for the year under review was at Rs. 40 crore as against Rs. 33 crore in the previous year. Profit after tax was at Rs. 19 crore compared to Rs. 18 crore in the Previous year.

5) Neotrex Steel Limited (NSL)

Neotrex Steel Limited is setting up a low relaxation pre-stressed concrete strand (LRPC) facility with state-of-the-art line and a capacity of 1.44 lacs tons per annum (LTPA) at Vijayanagar unit. JSW Steel had planned to enter into the business of manufacture of LRPC as the product offers higher margins and widens the basket of value-added products compared to direct sale of wire rods, which is an input for manufacture of LRPC. JSW Steel holds 80% eguity stake in NSL and the balance 20% is held by individual shareholders. NSL is currently operating 0.72 lacs ton per annum LRPC facility and the second phase of 0.72 lacs ton is expected to be commissioned in FY 2024-25. NSL manufactured 48,959 tons of LRPC during the FY 2023-24.

Operating EBITDA for the year under review was at ^23 crore as against ^9 crore in the previous year. Its profit after tax was ^3 crore in FY 2023-24 as against ^3 crore in FY 2022-23.

6) ]SW Vijayanagar Metallics Limited (JVML)

JVML, a wholly owned subsidiary of the Company is setting up 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 (HSM1) (including Plate Mill) and other auxiliary units (together the facility) to manufacture steel products across the supply chain.

On March 17, 2024, JVML started the commissioning of the reheating furnaces a roughing mills of the FISM facility relating to plate manufacture and reached desired level of output and capacity utilization by March 29, 2024.

JVML successfully commissioned its FISM at its integrated steel plant at Vijayanagar with a capacity of 5 MTPA and has made its first dispatch. The FISM facility has capability of manufacturing plates, coils and is eguipped with advanced features such as Digital Reheating Furnaces, Evaporative Cooling System, Waste Fleat Recovery System, Attached Edger in Finishing mills for accurate width control, Auto Steering Control, uniform mechanical properties and production of superior value-added grades.

The entire 5 MTPA integrated facility of JVML is expected to be commissioned by Q2 of FY 2024-25 and the ramp-up of the integrated facility is expected by end of Q3 of FY 2024-25.

7) NSL Green Steel Recycling Limited (NGSRL)

The Company has embarked on the journey of reducing its carbon footprint by setting a target of 1.95 TC02/Ton of steel from 2.52 TC02 by 2030. One of the steps the Company identified for achieving targeted C02 emission is an increase in the consumption of steel scrap. The Company sought for renowned shredder operators as a joint venture partner to primarily focus on shredding steel scrap in the vicinity of its manufacturing locations wherein scrap generated from industries such as automotive, consumer durables, railways, and ship breaking can be collected, shredded inhouse and then consumed by JSW Steel as coolant in its facilities viz. steel convertors, Electric Arc Furnaces (EAFs) and CONARC furnaces. Accordingly, the Company in the previous year entered into a joint venture agreement with National Steel Holding Limited (NSHL) to establish scrap shredding facilities in India using the state-of-the-art machinery, technical know-how and relevant processes. In furtherance of which, a company was incorporated under the name of NSL Green Steel Recycling Limited (NGSRL) and entered in to a joint venture arrangement with NSHL. NSHL terminated the joint venture agreement during the current year under review to pursue some other business prospects. During the year, the Company acguired the eguity share capital held by NSHL and NGSRL became wholly owned subsidiary of the Company. NGSRL is setting up a shredding facility near Dolvi Plant of 4,00,000 tons per annum capacity. During the year, NGSRL acguired land, tied up with the banker for its funding reguirement and the eguipment ordering is in progress. The project is under progress and expected to be commissioned in FY 2025-26.

8) Other Major Projects being undertaken by domestic subsidiaries

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

• JSW Utkal Steel Limited (JUSL) was formed for setting up an integrated 13.2 MTPA steel plant and a 900 MW captive power plant in Odisha.

In April 2022, JUSL, a wholly owned subsidiary of JSW Steel, received the environmental clearance (EC) for setting up a 13.2 MTPA greenfield Integrated Steel Plant (ISP) from the Union Ministry of Environment a Forest and Climate Change (MoEFSCC). The project is expected to generate employment opportunities in the region, which in turn will boost the economy of Odisha. Capital expenditure for the modern and environment- friendly ISP is expected to be approx. ^65,000 crore including associated facilities. Total land reguired for the project is 2,950.31 acres, of which 2,677.80 acres was forest land, for which the Divisional Forest Officer, Mangrove Forest Division (WL), Rajnagar a the Collector on January 4, 2024 delivered documents pertaining to the handing over of possession for the total forest land admeasuring 2677.80 acres to JUSL. The non-forest land of 272.51 acres has already been leased in favour of JUSL by the State Government of Odisha.

Pursuant to the National Green Tribunal (NGT) order dated March 20, 2023, the EC granted to JUSL with respect to two interconnected projects - an integrated steel plant and a captive jetty project in Odisha - was suspended, and after detailed review by EAC, the EC for steel plant and captive jetty was reinstated in September 2023 and January 2024 respectively, along with additional compliances. The project is one of the largest in the manufacturing sector in India and the MoEF&CC accorded the EC after successful public hearings.

JUSL has earmarked budgets for social interventions under public health, education, skill development, social infrastructure, waste management, environment, drinking water, women empowerment, etc. Additionally, based on the environment impact assessment (EIA), JUSL has plans to incur expenditure for the environment protection and mitigation measures. JUSL has received consent from Odisha State Control Pollution Board, to establish the first phase of crude steel at 4.15 MTPA and captive jetty at 52 MTPA.

JUSL is setting up 30 MTPA, 302 kms Slurry pipeline from the mines to Jatadhar Port. The slurry pipeline will enable seamless logistics for large volumes of iron ores and avoid constraints in rail transportation viz. inadeguate supply of rakes, congestion points in the railway routes, etc. and substantial reduction in transportation cost vis-a-vis rail transportation. The project is under progress and expected to be completed in FY 2026-27. JUSL is also setting up 8 MTPA pellet plant at Jatadhar including land acguisition, land development, power, water and other infrastructure for the proposed integrated steel plant. The Pellet plant is expected to be commissioned in FY 2026-27. JUSL is in the process of obtaining the necessary approvals and licences for the project.

• 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 has been put on hold.

• JSW Jharkhand Steel Limited (JJSL) - JJSL was incorporated 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 subsidiary (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. 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 2025-26. The unit produced 0.42 MNTPA of plates and 0.031 MNTPA of pipes with capacity utilisation of 44% and 6%, respectively. JSW Steel (USA) reported an EBITDA of $113.3 million (^940 crore), compared to $100.7 million (^832 crore) in FY 2022-23. EBITDA increased primarily on account of higher dispatches of plates and pipes, partially offset by lower EBITDA pertonne. The EBIDTA perton was lower as compared to the previous year due to a decline in plate and pipe realisations, which was partially offset by lower input costs. In FY 2023-24, profit after tax was $28.1 million (^237 crore), compared to a profit after tax of $10.5 million (^110 crore) in FY 2022-23.

b) Coal mining operation Periama Holdings LLC has a 100% eguity interest in coal mining concessions in West Virginia, US, along with permits for coal mining, and owns a 500 TPH coal-handling and preparation plant. During FY 2023-24, the Company sold its property, plant and eguipment, and mineral rights for a consideration of $24 million (Rs. 198 crore) as operating the mines were 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 66% during FY 2023-24 compared to 40% in FY 2022-23. JSWSUO reported an EBITDA loss of $38.4 million (^315 crore) compared to EBITDA loss of $74.0 million (^579 crore) in FY 2022-23. Loss after tax was at $104.8 million (^858 crore), compared to loss after tax of $126.5 million (^1,000 crore) in FY 2022-23. JSWSUO incurred EBITDA loss during the year on account of decline in HRC sales realisation which was not fully offset by the lower input scrap prices, increase in fuel costs and inventory losses due to a sudden decline in sales realisations.

JSWSUO has undertaken capex project of installation of Vacuum Tank Degassing (VTD) and Caster Dynamic Soft Reduction (DSR) on one strand. The Implementation of a VTD and further upgrades to Mingo Junctions Caster eguipment 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 to the Baytown facility with the majority of its slab substrate material.

In addition to improving the guality of existing product offerings, the VTD and DSR projects will allow JSWSUO access to the growing markets of HRC to support API applications, off shore wind plate, and others as well as positioning JSWSUO as a player in USAs renewable energy supply chain / market.

The project is expected to be commissioned in FY 2025-26.

3) JSW Steel Italy Piombino S.P.A. (JSW Piombino) (formerly known as 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), bar mill (0.4 MTPA), wire rod mill (0.6 MTPA) and a captive industrial port concession. PL manages the logistics infrastructure of Piombinos port area. The port managed by PL has the capacity to handle ships up to 60,000 tonnes.

During FY 2023-24, rail mill production was 276,435 tonnes, up 36% y-o-y, with capacity utilisation at 77%, as against 56% in the previous year. Operating EBITDA was at 651.6 million (^446 crore) compared to an Operating EBITDA of 626.4 million (^202 crore). Profit after tax amounted to 635.3 million (^319 crore) as against profit after tax of 614.9 million (Rs. 139 crore) in FY 2022-23.

During FY 2022-23, JSW Piombino entered into two long term contracts for ~300,000 tonnes with Rete Ferroviaria Italiana (RFI), a private law company which operates under a public concession and is responsible for the national infrastructure for railway network in Italy.

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.The MOU sets the conditions for efficient and sustainable state support for the production of rails. It is part of broader project to kickstart economic development of the region. The MOU provides for four months of collaboration for execution of a programme agreement i.e. Accordo di Programma (ADP).

JSW Piombino has currently embarked on modernisation of the rail mill and is increasing the rail making capacity from 320,000 tonnes to 600,000 tonnes per annum. The investments at

JSW Piombino are aimed at making the rail mill more efficient, most modern, technologically advanced and best in class. The project envisages setting up of Tandem Mill, Head Hardening facility, and increase the length of rails from 108 to 120 meters resulting into increase in productivity, lower conversion cost, increase in range of products and guality improvement.

The project is expected to be commissioned in FY 2026-27.

(Ill) Joint Venture Companies

Strategic acquisitions and joint ventures

1) JSW JFE Electrical Steel Private Limited (Formerly known as JSW Electrical Steel Private Limited) (JESPL)

The Oompany has formed a 50:50 joint venture - JSW JFE Electrical Steel Private Limited with JFE Steel Oorporation, Japan (JFE) on February 8, 2024, for the manufacture and sale of cold rolled grain oriented electrical steel products (ORGO)using industry leading machinery, technical know-how, and JFEs energy efficient production technology developed through extensive R&D. The JV will manufacture the entire range of 6RG0 products at its proposed facilities at Vijayanagar, Karnataka, India and will be the first company to produce GRGO products with its entire chain of manufacturing processes in India.

JESPL is setting up the GRGO manufacturing facility in Karnataka with a planned investment of ^5,500 crore and expected to be commissioned within a period of three years.

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

JSSL operates a facility to design, fabricate and erect structural steel work and ancillaries for construction projects. The facility has a total capacity of 1,00,000 TPA at Bellary, Karnataka. JSSL produced 1,00,117 tonnes (including job work) during FY 2023-24. JSSLs EBITDA increased to Rs. 113 crore from Rs. 106 crore in FY 2022-23 while profit after tax increased to ^30 crore from ^27 crore.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary of JSSL, is engaged in the business of designing and roll forming of structural metal decking and accessories such as edge trims and shear studs. The plants total capacity is 10,000 TPA. In FY 2023-24, JSWSMDs EBITDA was at Tl crore compared to^11 crore in FY 2022-23. Profit aftertax was at ^3 crore versus ^4 crore in FY 2022-23.

3) JSW Ml Steel Service Center Private Limited (MISI JV)

The Gompany and Marubeni-ltochu Steel Inc entered into a 50:50 JV agreement on the September 23,2011 to set-up Steel Service Gentres in India.

Since then JSW Ml Steel Service Genter 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.

MISI JV presently has 4 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 JIT 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 customers. The Indian steel demand is on a robust growth path and this offers tremendous opportunity for MISI JV to supply of high end processed steel to customers at large.

The move to set up these steel service centres is to leverage the expertise of service center operations of Marubeni worldwide and to utilise JSW Steels sales network , pan india for sales of its world class technology products manufactured at its various plants. Going forward MISI JV 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 eguipped 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 2023-24, EBITDA was at ^81 crore as against ^50 crore in FY 2022-23. Profit after tax was at ^35 crore versus ^21 crore during FY 2022-23.

(D) Dividend

The Board of Directors of the Company had approved a Dividend Distribution Policy on January 31, 2017, in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 and amendments thereof (SEBI LODR Regulations). The Policy is available on the Companys website: https://www.iswsteel.in/investors/isw-steel- aovernance-and-reaulatorv-information-policies-0.

In terms of the policy, eguity shareholders of the Company may expect dividend if the Company has surplus funds and after taking into consideration the relevant internal and external factors enumerated in the policy for 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 Com pany, in any financial year, subject to compliance of covenants with lenders/bondholders.

In line with the said policy, the Board of Directors have recommended a dividend of ^7.30 per eguity share on 2,44,54,53,966 eguity shares (^3.40 last financial year per eguity share on 2,41,72,20,440 eguity shares) of Rs. 1 each of the Company, for the year ended March 31, 2024, subject to the approval of the members at the ensuing Annual General Meeting. This dividend payout ratio works out to 19.89% of the consolidated net profit for FY 2023- 24. The total outflow on account of eguity dividend will be ^1,785 crore, vis a vis ^822 crore paid out for FY 2022- 23.

MAINSTREAMING SUSTAINABILITY IN BUSINESS IMPERATIVES

1) Sustainability Governance

JSW Steel prioritises sustainable development as a key business objective. The Companys sustainability vision is driven by a desire to demonstrably contribute in a socially, ethically, and environmentally responsible way to the development of a sustainable society, and to ensure that the needs of future generations arent compromised while doing the same thereby truly committing to sustainable development.

To make this vision a reality, a comprehensive strategy has been developed which is backed by a robust sustainability framework. This framework underpins and sets the tone for JSW Steels 17 key focus areas across Environment, Social, and Governance (ESQ); and consists of management standards, technical standards, policies, and guidance notes, as appropriate. JSW Steels sustainability framework is aligned to numerous national and international standards like ISO, IFC, UNGC, OECD, UNSDGs, UNGP-BHR, and the NGRBC. The focus areas embody the long-term sustainability goals of the organisation addressing three core sustainability issues around climate action, nature action and tackling inegualities. The identification of these focus areas has been done through extensive study to understand their impact and the level of contribution reguired. To create long-term value for all stakeholders, the Company has set specific targets and goals.

The Business Responsibility and Sustainability Committee provides oversight and governance through reviews of the progress on sustainability initiatives biannually. To ensure that a seamless mechanism is in place to review stakeholder issues periodically, JSW Steel has been undertaking extensive planning and process optimisation and investing in technology and innovation to limit environmental risks, and is committed to build a sustainable future for all.

Key sustainability focus areas:

• Climate change

• Energy

• Resources

• Water resources

• Waste

• Wastewater

• Air emissions

• Biodiversity

• Local considerations

• Human rights

• Indigenous people

• Cultural heritage

• Business ethics

• Employee wellbeing

• Supply chain sustainability

• Sustainable mining

• Social sustainability

2) Tackling Climate Change

JSW Steel recognises its role as an industry leader and its responsibility towards creating a cleaner and sustainable planet for the future. To this end, the Company has developed a comprehensive climate action plan and has published its first "Climate Action Report" publicly available at https://www.iswsteel.in/sites/default/files/ assets/industrv/steel/IR/CSR/Sustainabilitv%20Reports/ JSW-Climate-Action-Report-2024-23052024.pdf. The Company is taking a number of steps in its journey towards decarbonisation:

• The Company has set a target to reduce its C02 emission intensity by 42% by 2030 (from 2005 base year), and become Net Neutral in carbon emissions for all operations under its direct control by 2050

• The Company has earmarked USD 1.25 billion dollars towards initiatives to reduce our C02 emissions to achieve its 2030 target

• As the Company aims to increase its capacity, it aspires to power its entire setup through 10 GW of renewable capacity by 2030

• Another step initiated is to incorporate green hydrogen into our Direct Reduced Iron (DRI) plant at the Companys flagship unit Vijayanagar in the State of Karnataka -, propelling the Company forward in the production of low-carbon-emission steel

• The Company a specific programme called Sustainable Energy Environment and Decarbonisation (SEED) at its operations to bring in changes at the grass root level to remain both operational and C02 emission efficient

• The Company is also exploring for setting up a dedicated factory to cater the low carbon emission market

To stay up-to-date with rapid developments related to climate change, JSW Steel has constituted a Climate Action Group (CAG). The CAG, facilitated by the corporate sustainability team, operates as a central think-tank to formulate and drive the climate change mitigation strategy and actions towards a low-carbon future.

Further details of JSW Steels climate change actions and performance are detailed in the integrated report.

3) Energy

The Company has been steadily shifting towards cleaner energy sources to optimise its business processes and minimise energy consumption. The Company has set a target to transition from thermal to renewable energy usage for which it has planned installation of 10 GW renewable energy capacities by 2030. At present, JSW Steel has achieved the operationalisation of a 225 MW captive solar power plant that provides renewable energy for consumption in steelmaking.

The Company had entered into Power Purchase Agreement for procurement of 958 MW of renewable power (733 MW Wind and 225 MW Solar) earlier. Solar capacity of 225 MW was commissioned at Vijayanagar in Q1 of FY 2022-23 and the balance capacity of 733 MW wind power will be progressively commissioned by end of Q2 of FY 2024-25 across various plant locations. Subseguently, the company contracted for 79 MW (Solar and Wind) capacities at its Vijayanagar and Anjar locations, which will be commissioned by Q2 of FY 2025- 26.

The Board of Directors has now approved entering into contract for procuring a hybrid renewable energy generation capacity of 600 MW (200 MW Solar and 400 MW Wind) along with 320 MWh battery storage at Vijayanagar for commissioning by Q3 of FY 2026-27. All the above renewable capacities are being set up under the group captive norms prescribed under the Electricity Act, 2023

In addition to this, the Company is continuously introducing and adopting energy-efficient systems and practices to conserve energy and optimise input costs.

4) Product Sustainability

JSW Steel has achieved notable milestones, receiving GreenPro certification for JSW Neosteel TMT bars, 14 categories of roofing sheets, and becoming the first manufacturer to earn the prestigious GreenPro ecolabel for its automotive steel products. This recognition reflects the Companys leadership and steadfast commitment to sustainable practices, exemplified by its active involvement in developing the GreenPro Standard for automotive steel in India.

The GreenPro ecolabel is a Type-1 ecolabel, and represents the pinnacle of environmental sustainability and product performance in the Indian manufacturing sector. The availability of the GreenPro ecolabel for the Companys automotive steel products empowers automotive manufacturers to prioritise sustainability in their supply chains.

In addition, the Company has obtained Environmental Product Declarations (EPDs) for all its finished products from three of its integrated steel plants and three downstream plants. EPDs enable the Company to transparently communicate environmental information to customers, offering reliable and standardised insights into the products lifecycle. The Companys branded products, including Radiance, Colouron+, Silveron+,

Vishwas+, and Vishwas, are all GreenPro certified. JSW Steel firmly believes that sustainable practices are not only essential for value creation but also offer significant long-term benefits for all stakeholders.

5) Water Management

The Company has set a target of achieving specific water consumption (in steel production) of 2.21 m3/ tcs by 2030. At present, all JSW Steel operational sites maintain Zero Liguid Discharge. The Company continuously implements process enhancements to achieve better water conservation. All the plants have robust water management strategies in place to advance water stewardship goals. During the year, the Company has been recognised for leadership in corporate transparency and performance in water security by global environmental non-profit CDP, securing a place on CDPs annual A List (the only steel company in the world to achieve an A in Water Risk). This recognition underscores the Companys unwavering commitment to sustainable water management practices.

6) Circular Economy

The Company has prioritised waste minimisation and embraced circular economy models into its business operations and has achieved more than 99% of utilisation of all wastes generated during FY24. To push towards a 100% utilisation and demonstrate usability of steel slag in road and construction, the Companys Dolvi plant has constructed a steel slag based road with the help of the Central Road a Research Institute (CRRI).

JSW Steel is taking an active global advocacy in promoting resource efficiency and circular economy being one of the founding member of the Resource Eff iciency a Circular Economy Industry Coalition (RECEIC). The RECEIC was formulated to facilitate and foster greater company-to-company collaboration among the G20 countries to build advanced capabilities across sectors and value chains, bring learnings from diverse and global experiences of the coalition members, and unlock on-ground private sector action to enhance resource efficiency and accelerate circular economy transition.

7) Air Emissions

Air pollution has adverse effects on the environment and human health. Particulate Matter (PM), nitrogen oxides (NOx), sulphur oxides (SOx), and other harmful gases are among the primary contributors to air pollution. JSW Steel has adopted several policies and measures to prevent, manage, and mitigate air emissions. The Company strategy focuses on reducing both point-source (such as stack emissions) and non-point source (such as fugitive emissions) pollution. JSW Steel has established stringent monitoring systems and deployed advanced emission reduction technologies to ensure compliance with environmental regulations.

JSW Steel persists in enhancing and executing advanced pollution control systems while pursuing expansion and advancement in its strategies. The Maximised Emission Reduction of Sintering (MEROS) with Waste Gas

Recirculation (WGR) System at Dolvi and Vijayanagar is designed as a special bag filter based dry gas cleaning system for sinter plants and has capabilities to significantly reduce dust emissions.

8) Biodiversity

JSW Steel pursues the biodiversity conservation for the protection and management of biodiversity to obtain resources for sustainable development, having its target to achieve a "No Net Loss" by 2030. The Company is conducting specific biodiversity assessments and drawing up management plan for its operational site to align its efforts in line with the Taskforce on Nature-related Financial Disclosures (TNFD).

At Vijayanagar, a biodiversity initiative to develop a green belt at Sasan Vana Biodiversity Park spanning 240 acres of land has been initiated. This initiative aims to create a thriving ecosystem that supports a diverse range of flora and fauna, promoting environmental sustainability and preserving the regions biodiversity.

At Salem, Mahavanam is an effort to grow Mini Urban Forests in the Mecheri Union to reduce the average temperature by 2?C. The purpose of these mini forests is to increase green cover and offer a plethora of benefits such as lowering the temperature, reducing air and noise pollution, and absorbing up to 30 times more carbon.

9) Corporate Social Responsibility

In line with the Groups 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 JSW Foundation. The aim is to drive meaningful and sustainable change among communities (Direct Influence Zones and Indirect Influence Zones) across eight cause areas.

JSW Foundations interventions are oriented towards achieving better outcomes in the local context by adopting SAMMS approach- Strategic, Aligned, Multi-stakeholder, Measurable and 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 strengthening educational institutions to provisioning of secondary and tertiary healthcare and strengthening of public health system, helping communities access basic sanitation and promoting hygiene, contributing towards water and environment conservation, facilitating women-centric livelihoods, and promoting agri-livelihoods approach.

In the last seven financial years, the Company has consistently increased the share of CSR expenditure.

The CSR spend done by the Company has increased every year, from ^63 crore in FY 2018-19 to ^235 crore in FY 2023-24.

During FY 2023-24, the Companys actual CSR obligation after set off was ^298 crore. The Company has spent ^235 crore towards CSR expenditure and the balance of

^63 crore was deposited in an escrow account for CSR spending in specified projects.

Envisioning and achieving progress across intervention areas:

Education

JSW Foundation all-encompassing approach to education involves interventions at various stages along a childs learning journey. The initiatives focus on a spectrum of aspects, ranging from Anganwadi to graduation to make guality education accessible to children. 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 ecosystem and providing scholarships for higher education.

Health and nutrition

JSW Foundation is committed to enhance Indias health and nutrition status 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 systems by increasing awareness, contributing to infrastructure development and encouraging community engagement to support the nations 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 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 governments Swachh Bharat Mission and focuses on reducing and eliminating the practice of mixed waste from its Direct Impact Zones (DIZ) villages and beyond.

Skills and livelihoods

JSW Foundation focuses on increasing the employability opportunity through skills development of youth and women in rural areas with innovative solutions. JSW Foundation partnered with National Skills Development Corporation (NSDC) and supporting Skills Impact Bond for employment linked skills development of youth.

Agri-livelihoods

JSW Foundations efforts are aimed at sustainably enhancing incomes of individuals dependent on agriculture and allied sectors. 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 to get new and innovative approaches for sustainable agricultural practices.

Promoting Sports

JSW Foundation is paving the way for the development of sports by focusing on offering comprehensive and integrated solutions for communities from infrastructure support, to ensuring adeguate nutrition and training to coaches, to partnering with government bodies and otherorganisationsforgrowth. JSW Foundation promotes sports and provides a strong support system for Indias athletes to accomplish the vision of transforming Indias sports trajectory.

Art, culture and heritage

JSW Foundation has focused on developing a longterm preservation and restoration strategy to protect the countrys 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 Company has a CSR policy in place that has been approved by the Companys Board of Directors and the same is available on the website of the Company at https://www.iswsteel.in/investors/isw-steel- aovernance-and-reaulatorv-information-policies-0

In view of the solid foundation laid for the long-term projects in this fiscal and the envisioned scaling up of the on-going 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.

10) Health and Safety

The Companys organisational philosophy of "Better Everyday" continues to inspire and guide the Company in its unwavering commitment to making workplaces safer and healthier for all.

The Company is committed to provide a healthy and safe working environment for employees, contractors, business associates and visitors on premises and communities impacted by its operations. The Company aims to be compliant with all applicable health and safety legal reguirements, and world-class Occupational Health and Safety (OHS) management systems are being implemented and maintained across locations.

Safety performance has significantly improved across all Company integrated steel plants. During the financial year, the Company achieved notable improvements in key safety metrics compared to the previous year. This progress is the result of initiatives such as the skill assessment of all contractual workmen, stringent pre and post-gualification of contractors, and implementation of incident reduction measures with strong leadership support at the plant level.

Several other key initiatives were deployed during the year, including the "Cluster of Excellence - Safety" programme, employee engagement programmes, extensive skill assessments for new contract workers, hands-on safety training via Safety Experience Centres and MySetu sessions, Process Safety Management (PSM) initiatives, digitisation of critical safety processes, robust contractor safety management under the CARES programme, and structured safety leadership development programmes for senior leaders.

The introduction of the Corrective and Preventive Actions (CAPA) module on the MySetu platform has been a significant step towards streamlining the horizontal deployment of lessons learned from past incidents. This initiative aims to enhance safety practices and prevent the recurrence of incidents across JSW Steel sites.

The safety experience centres at Vijayanagar and Dolvi have been great successes, and the Company is now establishing similar centres at other integrated steel plants like Salem, BPSL, and downstream units.

A comprehensive safety vision, Vision 2030 - Zero Harm, has been formulated for the future, setting ambitious targets for achieving zero fatalities, zero lost time injuries, and zero harm over the next several years. JSW Steel has finalised the objectives and targets for all the plants during the Annual Business Plan workshop. By 2030, JSW Steel strives to be recognised as the worlds safest organisation, where the implementation of the highest standards of safety leads to the greatest levels of productivity.

Safety will continue to remain an area of highest importance for the Company. The Company is committed to the goal of zero harm and will relentlessly work towards establishing industry-leading safety standards and practices.

The three strategic focus areas for health and safety are "Effective Leadership, Robust Systems, and Competent Workforce."

Key initiatives undertaken during FY 2023-24

1. Effective leadership

• A safety culture survey, involving 71% (3,265) of the workforce including contract workmen, was conducted at Raigarh.

• Recognising the importance of leadership ownership in safety, JSW Steel has been conducting the Felt Leadership Programme across the Company. During FY 2023-24, this programme was organised at Salem and Raigarh, with a focus on nurturing a culture of safety leadership and accountability. Through interactive sessions and practical exercises, JSW Steel leaders are eguipped with the necessary skills to inspire and drive a strong safety-first mindset within their teams.

• Safety observations rounds: 5.2 lakh+ observation logged in FY 2023-24. Safety observations enable in identification of unsafe acts/unsafe conditions and correction of those improve the behavioural safety.

• Gemba Walks: The Companys leadership team actively participates in Gemba Walkdowns, a structured process of observing and engaging with employees at their workplaces. These walkdowns provide valuable insights into the ground realities, enabling JSW Steel leaders to identify potential safety concerns and foster open communication with the workforce. By being present on the front lines, JSW Steel leaders demonstrate their commitment to safety and lead by example.

2. Robust system

• The Corrective and Preventive Actions (CAPA) module, introduced in January 2024, aims to streamline the horizontal deployment of lessons learned from incidents over the past five years.

• The Cluster of Excellence: Safety (CoE-Safety) initiative has been a driving force in JSW Steel safety journey. Through this programme, the Company identifies and implements best practices and actionable points across member sites, fostering a culture of continuous improvement and knowledge sharing.

• The Company has embraced digitisation as a means to streamline its safety processes and enhance efficiency. At Dolvi Works, the Company successfully integrated the Contractor Pregualification (CPQ) scores with JSW Steel enterprise resource planing (ERP) system, ensuring compliance with the Contractor Safety Management (CSM) Standard and promoting efficient safety practices. This initiative will be replicated across other sites, further strengthening the Companys contractor management processes.

• Recognising the criticality of process safety in the Companys operations, the Company has implemented a comprehensive Process Safety Management (PSM) programme.

• To strengthen the knowledge and exposure of safety and Operations a Maintenance team towards international reguirements and best practices, JSW Steel has organised National Examination Board in Occupational Safety and Health

(NEBOSH) International Certification on process safety. 74 staff members were trained during FY 2023-24.

• Contractor safety management: The Company places utmost importance on the safety of the Companys contractors and their workforce. In FY 2023-24, the Company conducted validation audits through third party to evaluate the effectiveness of JSW Steels contractor safety management practices at various sites. Additionally, the Company has implemented the Contractor Assessment and Rating for Excellence in Safety (CARES) programme, evaluating over 4,400 contractors during the fiscal year, ensuring rigorous compliance with the Companys safety standards.

• Group safety team of JSW Steel participated in Ministry of Steel meeting at Delhi for standardisation of safety guidelines of steel industry along with other industry peers. The Company led the development of five safety guidelines (CRM/Pellet/ Gas Based DRI/Asset Management a CSM).

3. Competent Workforce

• The Company skill assessment programme for all Integrated Steel Plants (ISPs) has been a resounding success.

Total Workmen Assessed	Qualified	Identified for Retraining	Disqualified
95,498	82,368	5,507	7,623

Simultaneously existing workmen are also being assessed for skills and identified training needs.

• Safety experience centre: To provide hands-on safety training and enhance practical knowledge, the Company has established state-of-the-art Safety Experience Centres. The facility at Vijayanagar and Dolvi Works is already operational and the Company is extending similar centres to BPSL and Salem. These immersive training environments simulate real-life scenarios, enabling our workforce to develop practical skills and reinforce safe work practices.

• Health and safety competency framework: The Company has developed a comprehensive health and safety competency framework for its safety professionals. This framework provides a structured approach to assess and enhance the competencies of our safety personnel, ensuring they are eguipped with the necessary knowledge and skills to drive safety excellence across our operations.

Employee engagement programme: The Company actively promotes employee engagement in safety through various initiatives, such as incident reviews, audits, safety skits and mass communications organised based on monthly safety themes. These programmes not only raise awareness but also foster a culture of ownership and responsibility towards safety among our workforce.

11) Human Resources

JSW Steel remains dedicated to nurture continuous learning and professional growth for each and every member of JSW Steel team. The Companys vision is to elevate expertise and eguip everyone with the latest tools and technigues essential to excel. Looking at the future of business and changing priorities on the technology landscape for its industry, techno -functional skill development is one of its key focus areas for the coming years. In line with this, the Company recently launched the JSW Steel Technical Academy which is a curated and self-paced e-learning platform. The Company has partnered with the World Steel Association to ensure cutting-edge courses for every aspect of Steelmaking.

In addition to this, well-being, diversity, inclusion and overall employee growth continues to be the important elements of the organisational culture. JSW Steel has always been an egual opportunity employer, irrespective of gender, age, caste, religion or colour. JSW Steel remains steadfast in its dedication to fostering diversity and inclusion within the organizational fabric. The Company has an aim to enhance the gender diversity mix to 15% in the next five years, efforts are channelled towards implementing policies and recruitment initiatives across the organization. Approx. 22% of Graduate Engineer Trainees and 36% of Management Trainees hired last year were women. Along with this, last yearthe Company hired ex-servicewomen from Defense a Armed Forces in core technical functions.

JSW Steel continues to be certified as the Great Place to Work? (GPTW) with strong overall levels of trust built through different policies and improvement in overall score. The Company was recognized with Indias Best Employers Among Nation Builders - 2023 award by the Great Place to Work? Institute. Recently, JSW Steel has also been awarded by GPTW for its Health and Wellness program.

JSW Steel continues in its efforts in attracting top-tier talent and nurturing a highly skilled workforce to propel innovation and operational excellence. Through the implementation of targeted recruitment strategies, the organization addressed critical role vacancies while concurrently investing in comprehensive employee training and development initiatives. Towards this, JSW Steel has partnered with premier institutions like IIM A and ISB in India and Cornell and Brown University abroad.

Moreover, there is a high focus on succession planning and talent cultivation aimed to identify and groom high- potential individuals for leadership positions, ensuring the continuity of organizational prowess.

Furthermore, endeavours to promote ethical conduct and integrity among employees are pursued through comprehensive training and awareness campaigns.

Awards

• Recognised as Sustainability Champions six years in a row by World Steel Association for implementing significant sustainable measures in all the projects

301

• One of the only 3 steel companies globally to achieve CDP A Leadership rating

• JSW Steel recognized as steel sustainability champion 2023 for the fifth consecutive time in a row

• Interbrand recognized JSW Steel as the fastest growing brand in India over the last 10 years

• Recognised as one of 100 best companies for Women in India byAvtar

• Certified as Great Place to Work and recognised as Indias Best Workplaces in Health and Wellness 2023

• Only steel company globally to secure "A" rating in Water Security

• Leadership rating for fourth consecutive year in Climate Change CLIO 2023 Awards

• Always Around Campaign won Bronze for Original Music at International Creative Awards

• Included in the Dow Jones World and Emerging Markets Sustainability Indices

• Global Energy Transition Changemakers Award at C0P28 in Dubai for SEED Project

• Recognized as Gold Winner worldwide by LACP for reporting by IR

• Winner of Best Annual Report Awards FY 2023 by Free Press Journal a Care Ratings

Other awards received by respective Plants

Vijayanagar

• Won the prestigious Gold award in the Waste Management Category at the 14th Exceed Green Future Award a Conference 2023

• Declared as a Gold Award winner in the International Research Institute for Manufacturing (IRIM)s India Green Manufacturing Challenge (IGMC) Awards 2023

• Won the prestigious NAMC 2022-23 Award (An apex award) at the 9th edition of the National Awards for Manufacturing Competitiveness

• Joint winner of the IIM National Sustainability Award 2023

• Won PeopleFirst HR Excellence Award 2023 for "Leading Practices in Learning a Development"

• Won the Oil DX 2023 Award for best practice in digital transformation for innovative category

Dolvi

• Won 3 international awards from British Safety Council a Greentech Foundation and National Awards from FICCI (Federation of Indian Chambers of Commerce and Industry)

• Won Platinum Award for Excellence in Safety Systems, ICC (Indian Chamber of Commerce) Platinum OHS Award, OHSSAI (Occupational Health,

Safety a Sustainability Association of India) Gold Award with 4.5 Star rating

• Five Star grading from Occupational Health and Safety Audit conducted by the British Safety Council Awards and Recognition on Environment

• Won Oil ITC Sustainability Award under the category of significant achievement in Environment Management, highlighting key achievements in environment management

• Won CAP 2.0 Award: Climate Action Programme Award under Oriented category in Energy, Mining a Heavy Manufacturing (EMHM) sector by Oil (Confederation of Indian Industry and Oil- ITC Centre of Excellence for sustainable development

Salem

• Won the IIM National Sustainability award in alloy steel category

• Won the "Golden Peacock Award for Occupational health a safety" organised by Institute of Directors.

• Received the "Best Innovative technology for recycling award" organised by Cll - SR Industrial water waste management competition in August 2023

• Won the "Gold Award" in the 5th ICC National OHS Awards 2023 for excellence in the sphere of Occupational Health a Safety

• Received "Platinum Award" at the 13th Exceed OHS award a Conference 2022 in the Steel category

• Recognised with "Platinum award"for ECO innovative product by Grow care India

• Recognised with "Gold award" for Excellence in Energy Efficiency by Grow care India

• Recognised with "Gold award" for Excellence in Water Management by Grow care India

• 16 teams participated and won 16 Gold (First category) awards in Chapter Convention on Quality Concepts (CCQC)

• Won 8 Par Excellence (First category) awards in National Convention on Quality Concepts (NCQC) at Nagpur

• 3 teams participated and won 3 Gold (First category) awards in International Convention on Quality Control Circles (ICQCC) in China

• CFT project of MRSS a Safety "Improving the safety in circuit breaker operation won the Gold award and declared as "Winners" under GOLD category in Cll Winners competition organised by Cll

• Safety, Information Technology (Cross Functional Team) and R&D team participated in Idea Arabia International award competition conducted by Dubai Quality Group and secured winning place in their respective categories

Raigarh

• Received National Energy Efficiency Award from Center of Energy Excellence

• Won Cll award for major Industries EHS rating 3 stars

• State level recognition for EHS by Honourable Governor of Chhattisgarh

• Won Greentech EHS award 1st prize

• Won CEE National Environment Excellence Award

• Winner for best practices and new initiatives under the category of Best performing unit CPP Coal below 50 MW

BPSL

• TPG accreditation for Heat treatment from PRI (USA) which is the first in India for steel industry

• 5 teams participated in ICQCC 2023 Beijing, China and won 4 Gold and 1 Silver

• Ministry of Power, Government of India has issued 51013 ESCerts to BPSL for surpassing the prescribed target by BEE

• Government of Odisha awarded BPSL for being the largest contributor for GST paid in FY 2022-23

• 19 teams participated in CCQC and won 17 Gold and 2 Silver

• 17 teams participated in NCQC and won 6 Par Excellence and 11 Excellent awards

• 1 team participated in 46th Cll National Kaizen Competition and won Platinum award (Highest Award of Cll)

• 5 teams participated in 47th Cll National Kaizen Competition and won Gold award

• National Energy Conservation Awards (NECA) 2023 by the Bureau of Energy Efficiency (Government of India)

• Operational Excellence and National Energy Efficient Team of the Year Award at CEE 3rd National Energy Efficiency Award 2023, CPP-Coal (50-135 MW) category

• 2 teams won Cll-Odisha State Level Excellence Award-2023

• Odisha State energy Conservation Award-2023

• Winner in Technology Excellence ((500 MW CPP) by Mission Energy Foundation.

• 3 teams won Gold Awards in 0SPC-23

• Meritorious performance award to BPSL in Odisha State Energy Conservation Award-2023

• Best ESG Initiative- Environmental Responsibility Award by Council of Enviro Excellence

]SW Steel Coated

• Won Jamnalal Bajaj award for Fair Business Practices (2022-23) for highest ethical practices in business in Manufacturing Enterprises Large Category from Council for Fair Business Practice

• Won Silver Medal in India Green Manufacturing Challenge 2022-23 (Khopoli)

• Won Gold Award (Kalmeshwar) in Cll National Energy Efficiency Circle Competition

• Won International Safety Award 2023 from British Safety Council, UK (Bawal)

• Won Silver Award in National Award for Manufacturing Competitiveness by M/s. International Research Institute for Manufacturing (Tarapur)

CORPORATE GOVERNANCE

1) Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31, 2024.

2) Prospects

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

3) Management Discussion and Analysis

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

4) Integrated Report

The Securities and Exchange Board of India (SEBI), in its circular dated February 6, 2017, had advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR)from FY 2017-18.

The Company published its first Integrated Report the same year in line with the International Integrated Reporting Framework laid down by the International Integrated Reporting Council (IIRC) (now consolidated into IFRS Foundation). The framework pivots the Companys reporting approach around the paradigm of value creation and its various drivers.

It also reflects the Companys belief in sustainable value creation while integrating a balanced utilisation of natural resources and social development in its business decisions. An Integrated Report intends to give a holistic picture of an organisations performance and prospects to the providers of financial capital and other stakeholders. It is thus widely regarded as the future of corporate reporting.

The previous integrated reports of the Company have been well-received by various stakeholders and have been recognised internationally for its disclosures. Over the past six years, the reporting approach of the Company has further evolved. Together with the integrated reporting framework laid down by IRFS Foundation, its disclosures have been mapped with other leading frameworks and guidelines.

These include:

• Global Reporting Initiative (GRI) standards

• United Nations Sustainable Development Goals (UN SDGs)

• Carbon Disclosure Project (CDP)

• Principles under United Nations Global Compact (UNGC)

• National Guidelines on Responsible Business Conduct (NGRBC)

The necessary disclosures under these guidelines, together with the articulation of Companys approach to long-term value creation, have improved the Companys corporate reporting practices.

5) Corporate Governance Report

The Company has complied with the reguirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 and amendments thereof (SEBILODR Regulations) regarding corporate governance. A report on the Companys Corporate Governance practices and the Auditors Certificate on compliance of mandatory reguirements 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.

6) Business Responsibility and Sustainability Report (BRSR)

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective.

In accordance with Regulation 34(2)(f) of the SEBI LODR Regulations, the Company is presenting the BRSR along with assurance of the BRSR Core from Auditors, to the stakeholders of the Company as part of this Integrated Report. The Report on assurance is also available on the website along with the BRSR report.

As stated earlier in this Report, the current financial year marks the seventh year of the Companys transition towards Integrated Reporting, focusing on the capitals approach of value creation.

The seventh IR includes the Companys performance as per the IR framework for the period April 1,2023, to March 31, 2024. The Company has also provided the reguisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the reguirements of the BRSR as per SEBIs directive as well as guidelines for integrated reporting and the GRI. The Report which forms a part of the Annual Report, can along with all the related policies, be also viewed on the Companys website: https://www. iswsteel.in.

7) Directors and Key Management Personnel

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jayant Acharya (DIN 00106543), retires by rotation at the ensuing 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.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company (Board) at its meeting held on January 25, 2024, had subject to the approval of the members at the ensuing AGM of the Company, approved the re-appointment of Mr. Jayant Acharya as a Whole-time Director of the Company, designated as Jt. Managing Director and CEO, for a further period of five years w.e.f May 7, 2024. The proposal regarding his re-appointment as a Whole-time Director of the Company is placed for approval by the shareholders.

In terms of the amendment in SEBI LODR Regulations which has come to effect from July 15, 2023, the continuation of the director serving on the Board of Directors of a listed entity as on March 31, 2024, without the approval of the shareholders for the last five years or more is subject to the approval of shareholders in the first general meeting to be held after March 31, 2024. In pursuance of Article 120 of the Articles of Association of the Company and in terms of the Subscription Agreement entered into by the Company with JFE Steel Corporation, Japan (JFE) on July 27,2010, as approved by the Board, JFE, is entitled to nominate for appointment, one (1) individual, who is acceptable to the Board as a non-retiring director on the Board of the Company. JFE Steel Corporation vide its letter dated May 5, 2017, nominated Mr. Hiroyuki Ogawa (DIN 07803839) as its Nominee Director w.e.f May 17, 2017, on the Board of the Company. As Mr. Hiroyuki Ogawa has been on the Board from May 17, 2017, his continuation on the Board has been recommended to be approved by the shareholders in the ensuing AGM.

As reported in last report, during the FY 2023-24, Mr. Seshagiri Rao M.V.S, Jt. Managing Director and Group CFO (DIN 00029136) after an illustrious stint of over 25 years with the Company, superannuated from the services of the Company upon completion of his tenure on April 5, 2023 as a Whole-time Director, designated as Jt. Managing Director and Group CFO. Conseguently, he also stepped down from the Board as a Director with effect from April 6, 2023. Fie will however continue to be associated with the group as Group CFO.

Following the superannuation of Mr. Seshagiri Rao M.V.S, and the change in his role and responsibilities, Mr. Jayant Acharya, Whole-time Director of the Company, who was designated as the Dy. Managing Director and CEO, was elevated and redesignated as the Jt. Managing Director and CEO of the Company w.e.f. May 19, 2023, by the Board of Directors at its meeting held on

May 19, 2023, based on the recommendations of the Nomination and Remuneration Committee.

Mr. Gajraj Singh Rathore (DIN 01042232), was appointed as an Additional Director, by the Board of Directors with effect from May 19, 2023, in terms of Section 161 of the Act and in terms of Article 123 of the Companys Articles of Association. Pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors at its meeting held on May 19,2023, members of Company by way of Postal Ballot also approved his appointment, as a Whole-time Director of the Company, designated as Chief Operating Officer, for a period of five years, with effect from May 19, 2023.

Dr (Mrs.) Punita Kumar Sinha (DIN 05229262), who completed her second term of 5 years as an Independent Director of the Company on July 23, 2023, ceased to be an Independent Directorof the Company with effect from July 24, 2023.

Mr. Harsh Charandas Mariwala (DIN 00210342) whose first term of appointment as Independent Director was upto July 24,2023, or upto the conclusion of the 29th AGM of the Company in the calendar year 2023, whichever is earlier ("first term" in terms of Section 149(10) of the Act) did not seek re-appointment as an Independent Director of the Company for a second term on account of his pre-occupation, time commitments and other priorities. Accordingly, he ceased to be an Independent Director on the Board of the Company and as Chairman of the Nomination and Remuneration Committee with effect from July 25, 2023.

Mrs. Nirupama Rao (DIN 06954879), whose first term of appointment as Independent Director was upto

July 24, 2023, or upto the conclusion of the 29th AGM of the Company in the calendar year 2023, whichever is earlier ("first term" in terms of Section 149(10) of the Act) was appointed as an Independent Director for second term of five years upto July 24, 2028, by the members by way of postal ballot upon the recommendations of the Nomination and Remuneration Committee and Board.

Dr. Sateesha B.C., IAS (DIN 08379733) has been appointed on the Board of the Company with effect from January 8, 2024, in place of Dr. M.R. Ravi, IAS (DIN 08254276), as the Nominee Director of Karnataka State Industrial and Infrastructure Development Corporation Limited (KSIIDC), pursuant to the change in nomination made by KSIIDC.

The Board places on record its deep appreciation of the valuable services rendered by Mr. Seshagiri Rao M.V.S, Dr (Mrs.) Punita Kumar Sinha, Mr. Harsh Charandas Mariwala and Dr. M.R. Ravi, IAS during their tenure on the Board of the Company.

The Board at its meeting held on May 17, 2024, appointed Mr. Swayam Saurabh as the Chief Financial Officer w.e.f. June 1, 2024, as Mr. Rajeev Pai, Chief Financial Officer, would be moving to a new role within the organisation and would step down from the position of Chief Financial Officer of the Company w.e.f. June 1, 2024. The Board places on record its appreciation for the services rendered by Mr. Rajeev Pai during his tenure as the Chief Financial Officer.

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.

8) 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 financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under:

Sr. Name of Director/KMP and Designation No.	% Increase / (Decrease) in remuneration in the Financial Year2023-24A	Ratio of remuneration of each Director to median remuneration of employees
Independent Directors*
1 Mr. Haigreve Khaitan	83.69%	12:1
Independent Director
2 Mr. Seturaman Mahalingam	73.97%	13:1
Independent Director
3 Mrs. Nirupama Rao	79.96%	10:1
Independent Director
4 Ms. Fiona Jane Mary Paulus	N.A.	N.A.
Independent Director *
5 Mr. Marcel Fasswald	N.A.	N.A.
Independent Director *
6 Dr. (Mrs) Punita Kumar Sinha	N.A.	N.A.
Independent Director (till July 23, 2023) *
7 Mr. Harsh C. Mariwala	N.A.	N.A.
Independent Director(till July 24,2023) *
Nominee Directors*
8 Mr. Hiroyuki Ogawa	7.46%	7:1
Nominee of JFE Steel Corporation, Japan (Equity Investor a Foreign Collaborator)
9 Dr. Sateesha B C	N.A.	N.A.
Nominee of KSIIDC (Equity Investor) (w.e.f. January 8, 2024) *
10 Dr. M.R.Ravi	N.A.	N.A.
Nominee of KSIIDC (Equity Investor) (till January 7, 2024)
Executive Directors/KMP**
11 Mr. Sajjan Jindal***	0%	875:1
Chairman a Managing Director
12 Mr. Jayant Acharya	12.90%	194:1
Joint Managing Director a CEO
13 Mr. Gajraj Singh Rathore	N.A.	N.A.
Whole time Director a Chief Operating Officer (w.e.f May 19, 2023) *
14 Mr. Seshagiri Rao MVS	N.A.	N.A.
Joint Managing Director a Group CFO (till April 5, 2023) *
15 Mr. Rajeev Pai	11.50%	N.A.
Chief Financial Officer
16 Mr. Lancy Varghese	11.30%	N.A.
Company Secretary

#Since the remuneration of these Directors is only for part of the year or part of the previous year, percentage increase/decrease in remuneration over previous year as well as 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.

**Executive Directors Remuneration includes taxable perguisite from Employee Stock Option Scheme.

*** Chairman and Managing Directors remuneration includes Commission.

A% Increase in Remuneration in the Financial Year 2023-24 for Independent Directors is in view of increased Commission payable to Independent Directors as determined by the Board.

(ii) The median remuneration of employees of the Company during the financial year was ^8.39 lakh.

(iii) In the financial year, there was an increase of 2.75% in the median remuneration of employees.

(iv) There were 15,493 permanent employees on the rolls of Company as on March 31, 2024.

(v) Average percentage increase made in the salaries of employees other than the managerial personnel in FY 2023-24 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 -

Average percentage increase in the managerial remuneration	13.11%
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year	10.94%

(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 reguired under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure E forming part to this Report. Further, the Report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

9) 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 March 31, 2024, the Board of Directors comprised of 10 Directors, of which 7 are non-executive, including 2 Nominee Directors. The number of Independent Directors is 5 including 2 women directors.

The policy of the Company on Directors appointment, including criteria for determining gualifications, positive attributes, independence of a Director and other matters, as reguired 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.

More details on the Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

10) 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 SEBILODR 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.

11) 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.

12) Auditors and Auditors Report

(A) STATUTORY AUDITORS AND AUDIT REPORT

At the Companys 28th AGM held on July 20, 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 28th AGM until the conclusion of the 33rd AGM of the Company.

The Statutory Auditors have issued an unmodified opinion on the financial statements of the Company for the year ended March 31, 2024 and the Auditors Report for the year under review does not contain any gualification, reservation, adverse remark or disclaimer.

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

The Statutory Auditors have not reported any instance of 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 & COST AUDITOR

Pursuant to Section 148(1) of the Act, the Company is reguired 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 reguired to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on May 17, 2024, 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 2024-25 on a remuneration of ^23,00,000 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 at the ensuing AGM . The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2023, was September 30, 2023 and the Cost Audit Report was filed in XBRL mode on August 19, 2023.

(C) SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan & Co., (CP:748) a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the FY 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure B. The report does not contain any observation or gualification reguiring explanation or comments from the Board under Section 134(3) of the Act.

The Board, at its meeting held on May 17, 2024, has re-appointed M/s. S. Srinivasan & Co., as Secretarial Auditor, for conducting the Secretarial Audit of the Company for FY 2024-25.

Secretarial Audit of Material Unlisted Indian Subsidiary

a) JSW Steel Coated Products Limited

M/s. S. Srinivasan & Co., Practicing Company Secretaries (CP:748), had undertaken secretarial audit of the Companys material subsidiary i.e., JSW Steel Coated Products Limited for FY 2023-24. The Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial Audit is annexed herewith as Annexure B1.

b) Bhushan Power & Steel Limited

M/s. S. Srinivasan & Co., Practicing Company Secretaries (CP:748), had undertaken secretarial audit of the Companys material subsidiary i.e., Bhushan Power & Steel Limited (BPSL) for FY 2023-24. The Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial Audit is annexed herewith as Annexure B2.

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 2023-24 pursuant to Regulation 24A of the SEBI LODR Regulations. The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges on May 6, 2024, which is within 60 days of the end of the financial year ended March 31, 2024.

13) Risk Management

The Company follows the globally recognised COSO framework of Enterprise Risk Management (ERM). ERM brings togetherthe understanding ofthe potential upside and downside of all those factors which can affect the organisation with an objective to add maximum sustainable value to all the activities of the organisation and to various stakeholders.

The Company recognises that the emerging and identified risks need to be managed and mitigated to-

• protect its shareholders and other stakeholders interest,

• achieve its business objective and

• enable sustainable growth.

Pursuant to the reguirement of Regulation 21 of the SEBI LODR Regulations and the Act, the Company has risk management framework in place. It has constituted a sub-committee of Directors to oversee Enterprise Risk Management framework to ensure resilience such that -

• Intended risks are taken prudently so as to plan for the best and be prepared for the worst

• Execution of decided strategies and plan with focus on action

• Unintended risks like performance, incident, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc.

The Committee has framed the risk management policy of the Company that is approved by the Board.

14) Internal Controls, Audit and Internal Financial Controls

The Company has a robust system of internal controls, 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.

• Ensuring reliability of financial information by testing of internal financial controls over reporting by internal auditors and statutory auditors.

• Adeguate insurance of the Companys assets / resources to protect against any loss.

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

• Oversight by Board appointed Audit Committee which comprises Independent Directors who are experts in their field.

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

Internal audit

The Company has a strong and an independent internal audit function that inculcates global best standards and practices of international majors into the Indian operations. Internal Audit Department consists of professionally gualified 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 guality of its financial reporting, compatible with business ethics, effective controls and governance.

The Company extensively practices delegation of authority across its team, 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.

Audit plan and execution

At the start of the year, Internal Audit function prepares an Annual Audit Plan afterconsidering businessand process risks. The freguency 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, manufacturing operations, etc.

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 significant material weaknesses or deficiencies which can impact financial reporting.

15) Scheme of Arrangement

The Composite Scheme of Arrangement amongst Creixent Special Steels Limited (Transferor Company T), JSW Ispat Special Products Limited (Transferor Company 2) and JSW Steel Limited (Transferee Company/ Company) and their respective shareholders and creditors (Scheme) for amalgamation of Transferor Company 1 and Transferor Company 2 with the Transferee Company was sanctioned by the Honble National Company Law Tribunal, Mumbai Bench (Tribunal/ NCLT) at its hearing held on June 22, 2023.

The said Scheme became effective (with effect from the Appointed Date of April 1, 2022) conseguent to the filing of the certified copy of the aforesaid Order passed

by the Tribunal sanctioning the Scheme in Form INC-28 (with respect to Amalgamation) with the Registrar of Companies, Mumbai on July 24, 2023 for amalgamation of Transferor Company 1 with and into the Company and for amalgamation of Transferor Company 2 with and into the Company on July 31, 2023 respectively.

16) Share Capital

Upon the Composite Scheme of Arrangement amongst Creixent Special Steels Limited (Transferor Company T), JSW Ispat Special Products Limited (Transferor Company 2) and JSW Steel Limited (Transferee Company) and their respective shareholders and creditors (Scheme) for amalgamation of Transferor Company 1 and Transferor Company 2 with the Transferee Company pursuant to Sections 230 to 232 and other applicable provisions of the Act sanctioned by Honble National Company Law Tribunal, Mumbai Bench, vide Order dated June 22, 2023 becoming effective, the authorised share capital of Transferor Company 1 and Transferor Company 2 were transferred to the Transferee Company and 2,82,33,526 eguity shares of ^1/- each fully paid up were issued and allotted to eligible shareholders of Transferor Company 1 and Transferor Company 2.

Accordingly, the Companys authorised share capital during the financial year ended March 31,2024, increased from ^90,15,00,00,000 (Rupees Nine Thousand Fifteen crore only) consisting of 60,15,00,00,000 ( Six Thousand Fifteen Crore only) eguity shares of Rs. 1/- (Rupee One only) each and 3,00,00,00,000 (Three Hundred Crore) preference shares of ^10/- (Rupees Ten only) each to ^1,09,80,00,00,000 (Rupees Ten Thousand Nine Hundred and Eighty Crore only) divided into 70,30,00,00,000 (Seven Thousand and Thirty Crore only) eguity shares of face value of ^1 (Rupee One only) each and 3,95,00,00,000 (Three Hundred and Ninety Five Crore) preference shares of face value of Rs. 10 (Rupees Ten only).

The Companys paid-up eguity share capital increased from ^241,72,20,440 (Rupees Two Hundred and Forty One Crore Seventy Two Lakhs Twenty Thousand Four Hundred and Forty only) comprising of 241,72,20,440 (Two Hundred and Forty One Crore Seventy Two Lakhs Twenty Thousand Four Hundred and Forty ) eguity shares of Rs. 1 each to ^2,44,54,53,966 (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) eguity shares of Rs. 1 each whereas the paid-up preference share capital of the Company for the financial year ending March 31, 2024, was Nil.

17) Fixed Deposits

The Company has not accepted any fixed deposits from the public. Therefore, it is not reguired to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

18) Foreign Currency Bonds

As on March 31, 2024, the outstanding Notes issued by the Company are aggregating to $1.90 billion and outstanding Notes issued by the Companys subsidiary are aggregating to $935 million. All theoutstanding Notes issued by the Company and $750 million of the notes issued by a subsidiary, in the international market are listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The balance $185 million bonds have been issued by Jefferson County Port Authority, (a port authority which is a body corporate, politic and organised and existing under the laws of the State of Ohio, USA), the proceeds of which were utilised for extending a loan to JSW Steel USA Ohio, Inc., a wholly owned indirect subsidiary of the Company.

19) Issuance of Non-Convertible Debentures

During the year under review, the Company issued and allotted 8.39% Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures (NCDs) of ^1 lakh each of the Company, aggregating to ^500 crore (Rupees Five Hundred crore only) to investors on private placement basis.

As on March 31, 2024, the outstanding NCDs issued by the Company aggregate to ^10,875 crore. All the outstanding NCDs are listed on BSE Limited.

SEBI vide its circular no. SEBI/H0/DDHS/CIR/P/2018/144 dated November 26, 2018 had stipulated that Large Corporates (LCs) have to raise at least 25% of their incremental borrowings w.e.f. April 1, 2019 by way of issuance of debt securities with the objective to reduce reliance of LCs on bank finance and also to develop a liguid and vibrant corporate bond market. The Company was identified as a Large Corporate (LC) in terms of the said circular.

In the spirit of the said circular, the Company raised resources by way of issuance of debt securities in the form of NCD from time to time and during the period April 1, 2019 to March 31, 2024, made 8 NCD issuances aggregating to Rs. 11,875 crore, which is ~141% of the cumulative reguirement during the period.

The 2018 SEBI circular, however, reguired testing of the incremental borrowings by way of debt securities to be done on an annual basis, without any provision for carry forward of higher debt securities raised in a year to the subseguent financial year. The issuance of debt securities to the extent of 25% of domestic borrowing in a year is reguired to be met in the same Financial Year and/or the succeeding two financial years. Based on this methodology, the Company was reguired, as at March 31, 2024, to issue debt securities amounting to ^229 crore by FY 2024-25 and ^1,413 crore by FY 2025-26. Based on its track record of issuance of debt securities on regular basis, JSW Steel is confident of being able to make such issuances within the permitted timelines as per the circular.

Further, SEBI has revised its framework vide circular no SEBI/H0/DDHS/DDHS-RACP0D1/P/CIR/2023/172 dated

October 19, 2023 and the changes are applicable for the periods effective from April 1,2024. As per the new circular, companies were advised to endeavour to complete the commitment for issuance of debt securities by March 31,2024 (i.e. ahead of reguirement as per erstwhile criteria) or provide a one-time explanation in the Annual Report of FY 2023-24, in case of any outstanding commitment for issuance of debt securities as per the earlier SEBI circular.

The Company has been regular issuer of debt securities in the bond market and confident of continuing to make such issuances within the permitted timelines in the future as well.

20) Credit Rating

In December 2023, Moodys Investors Service has affirmed JSWs Corporate Family Rating (CFR) and its senior unsecured notes rating at BaT with Stable Outlook. At the same time, Moodys has also affirmed senior unsecured rating on Periama Holdings LLC, a wholly owned subsidiary of the Company and the rating on the $40 million guaranteed revenue bonds issued by Jefferson County Port Authority at BaT with Stable Outlook. During the year, Moodys has further assigned a Bal rating to the $145 million guaranteed revenue bonds issued by Jefferson County Port Authority at BaT with Stable outlook.

In May 2023, Fitch Ratings affirmed the Companys Issuer Default Rating (IDR1) at BB with Stable outlook. The agency has also affirmed the rating on the outstanding bonds of the Company and its subsidiary Periama Holdings LLC at BB Stable.

In December 2023, CARE Ratings Ltd has reaffirmed the Companys Issuer Rating and rating for Long Term Bank Facilities and Non-Convertible Debentures to CARE AA; with Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at CARE A1+.

In November 2023, ICRA Limited has reaffirmed the Companys rating for Long Term Bank Facilities and Non-Convertible Debentures to [ICRA] AA; Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at [ICRA] A1+.

In March 2024, India Ratings and Research has affirmed the Companys Long-Term Issuer Rating at IND AA with Stable Outlook.

21) Employee Stock Ownership Plans (ESOP Plans)

The Board of Directors of the Company, at its meeting held on January 29, 2016 formulated the JSWSL Employees Stock Ownership Plan - 2016 (ESOP 2016 Plan) and at its meeting held on May 21. 2021 formulated the Shri. OP Jindal Employees Stock Ownership Plan -2021 (OPJ ESOP Plan) and JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 (JSWSL OPJ Samruddhi Plan 202T), 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.

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 have been 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.

0P1 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.

As against this 13,35,285, 16,10,800 and 12,16,672 options have been granted during FY 2021-22, FY 2022- 23 and FY 2023-24, respectively, 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.

The details of the ESOPs granted to Whole-time Directors of the Company is as given in the table below. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board.

JSWSL ESOP Committee Meeting	Total No. of options granted	No. of Options Granted to Whole-time Directors (WTD) of the Company
		Mr. Seshagiri Rao M.V.S #		Mr. Jayant Acharya		Mr. Gajraj Singh Rathore$
		ESOP 2016 Plan	OPJ ESOP Plan	ESOP 2016 Plan	OPJ ESOP Plan	ESOP 2016 Plan	OPJ ESOP Plan
May 17, 2016 (1st Grant)	74,36,850	1,92,680	-	1,79,830	-	1,41,300	-
May 16, 2017 (2ntl Grant)	51,18,977	1,27,968	-	1,19,436	-	1,02,374	-
May 15, 2018 (3rtl Grant)	33,88,444	87,841	-	81,985	-	76,129	-
Total	1,59,44,271 *	4,08,489	-	3,81,251	-	3,19,803
August 7, 2021 (1st Grant)	13,03,401	-	11,667	-	11,667		11,667
January 31, 2022 (1st Supplementary grant)	8,900	-	-	-	-
March 31, 2022 (2ntl Supplementary grant)	22,984	-	-	-	-
Total FY 2021-22	13,35,285**		11,667		11,667		11,667
August 7th, 2022 (2ntl Grant)	16,03,300		12,700		12,700		12,700
March 27, 2023 (Supplementary Grant)	7,500	-	-	-	-
Total FY 2022-23	16,10,800**	-	12,700	-	12,700		12,700
August 7, 2023	11,83,788	-	-	-	28,514	-	19,028
October 1, 2023 (Supplementary Grant)	2,300	-	-	-	-	-	-
October 11, 2023 (Supplementary Grant)	24,184	-	-	-	-	-	-
January 1, 2024 (Supplementary Grant)	6400	-	-	-	-	-	-
Total FY 2023-24	12,16,672**	-	-	-	28,514		19,028

* ESOP 2016 Plan ** OP] ESOP Plan, # ceased to be Whole-time Director w.e.f April 6, 2023.

s Mr. Gajraj Singh Rathore was appointed as Whole-time Director w.e.f. May 19, 2023. Any options granted under ESOP 2016 Plan or OP] ESOP Plan appearing prior to his appointment as Whole-time Director were allotted to him in capacity of an employee of the Company.

JSWSL Shri. OP Jindal Samruddhi Plan - 2021

JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 (JSWSL OPJ Samruddhi Plan 20217 Plan) was approved by a special resolution passed by the shareholders of the Company on July 21,2021.The Plan is a one-time scheme 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 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 acguisition of eguity 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.

As against this, 79,09,150, 15,700 and 11,94,200 options have been granted during FY 2021-22 and FY 2022-23 and FY 2023-24 under this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its Indian subsidiaries, respectively.

There were no material changes in the aforesaid ESOP Plans 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) Regulations, 2014 and amendments thereof (ESOP Regulations), pertaining to the year ended March 31, 2024, is posted on the Companys website at https://www.iswsteel. in/investors/isw-steel-aovernance-and-reaulatorv- information-policies-0 and forms 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 Statutory Auditors of the Company certifying that the Companys Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection and the same may be accessed upon login to https://evoting. kfintech.com

22) Directors Responsibility Statement

Pursuant to the reguirements under Section 134, subsection 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 judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as on March 31, 2024, and of the Companys profit for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adeguate 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 adeguate and operating effectively.

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

23) Related Party Transactions

Related Party Transactions (RPT) that were entered into during the financial year were at arms length basis and predominantly in the ordinary course of business. Specific approvals as reguired under the Act have been obtained for transactions that are not in the ordinary course of business except as stated in A0C-2 (Annexure C) forming part of this report.

The policy on dealing with RPT as approved by the Board is uploaded on the Companys website ( https:// www.iswsteel.in/investors/isw-steel-aovernance-and- reaulatorv-information-policies-0).

Regulation 23(4) of SEBILODR Regulations states that all RPTs with an aggregate value exceeding ^1,000 crore or 10% of annual consolidated turnover of the Company as perthe last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall reguire approval of shareholders by means of an ordinary resolution. The provisions of Regulation 23(4) of SEBI LODR Regulations reguiring approval of the shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arms length basis. The amended Regulation 2(1) (zc) of the SEBILODR 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 RPTs of the subsidiary entities exceeding the threshold of ^1,000 crore reguire approval of the shareholders of the Company with effect from April 1, 2022.

The Related PartyTransactions policy of the Company can be accessed on the Companys website as mentioned above.

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions 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 arms length. All RPTs are subjected to Independent review by a reputed accounting firm to establish compliance with the reguirements of RPT under the Act and Regulation 23 of the SEBI LODR Regulations.

The details of the RPTs, reguired to be disclosed under Section 134(3)(h) read with Section 188(2) of the Act entered into during the year by the Company as per the policy on RPTs, is given in prescribed Form AOC 2 as Annexure C to this Report.

Please refer to Note No. 44 of the standalone financial statements, which sets out related party disclosures.

24) Subsidiaries, Joint Ventures and Associates

The Company has 46 subsidiary companies, 14 joint venture companies and 2 associate companies as on March 31, 2024. 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 joint ventures form part of the integrated report. Further, the report on the performance and financial position of each subsidiary, associate and joint 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, joint ventures and associates during the year under review are as follows:

The names of companies which have become subsidiaries or joint ventures or associate companies during FY 2023-24:

S. No. Name of the company

Subsidiaries

1. JSW AP Steel Limited (with effect from May 19, 2023)

2. National Steel S Agro Industries Limited (with effect from May 19, 2023)

3. NSL Green Steel Recycling Limited (with effect from September 27, 2023)

4. Monnet Cement Limited (with effect from July 31, 2023)*

5. Mivaan Steels Limited (with effect from July 31, 2023)*

6. JSW JFE Electrical Steel Private Limited (with effect from November 2, 2023, and upto February 7, 2024)

7. JSW Green Steel Limited (with effect from February 27, 2024)

Joint ventures

1. JSW JFE Electrical Steel Private Limited (with effect from February 8, 2024)

2. MP Monnet Mining Company Limited (with effect from July 31, 2023)*

3. Urtan North Mining Company Limited (with effect from

July 31, 2023)*

Associates

1. JSW Paints Private Limited (with effect from August 21, 2023)

The names of companies which have ceased to be subsidiaries or joint ventures or associate companies during the FY 2023-24:

S. No. Name of the company

Subsidiaries

1. JSW JFE Electrical Steel Private Limited (with effect from February 8, 2024)

Joint ventures

1. Creixent Special Steels Limited (with effect from July 24, 2023)**

2. JSW Ispat Special Products Limited (with effect from July 31,2023)**

3. NSL Green Steel Recycling Limited (with effect from September 27, 2023)

* During FY 2023-24, Mivaan Steels Limited (MSL) and Monnet Cement Limited (MCL) became wholly-owned subsidiaries and MP Monnet Mining Company Limited and Urtan North Mining Company Limited became joint ventures of JSW Steel Limited pursuant to amalgamation of JSW Ispat Special Products Limited with and into JSW Steel Limited pursuant to the Order dated June 22, 2023, issued by the Honble National Company Law Tribunal, Mumbai bench, sanctioning the Composite Scheme of Amalgamation of Creixent Special Steels Limited, JSW Ispat Special Products Limited with and into JSW Steel Limited.

** Pursuant to Honble National Company Law Tribunal, Mumbai bench, sanctioning the Composite Scheme of Amalgamation of Creixent Special Steels Limited, JSW Ispat Special Products Limited with and into JSW Steel Limited vide Order dated June 22, 2023, and filing of Form INC- 28 by respective companies with Registrar of Companies.

25) Disclosures

(A) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, six (6) 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 adeguate knowledge of accounts, audit, finance, etc. The composition of the Audit Committee meets the reguirements 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 Act, copy 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 2023-24 is placed on the website of the Company and is accessible at the web-link: https:// www.iswsteel.in/investors/isw-steel-disclosure- 46Rs. section=investor.

(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 placed on the website of the Company (https:// www.iswsteel.in/investors/isw-steel-aovernance- and-reaulatorv-information-policies-O).

(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 COMPANYS OPERATIONS IN FUTURE

There are no 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 reguirements 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 1 complaint pertaining to sexual harassment during FY 2023-24 which stands resolved as on March 31, 2024.

(I) OTHER DISCLOSURES / REPORTING

There has been no change in the nature of business of the Company as on the date of this Report. The Board of Directors state that no disclosure or reporting is reguired 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.

26) Acknowledgment

The Directors take this opportunity to express their appreciation for the cooperation and their continued support received from the Government of India, the State Governments of Karnataka, Maharashtra, Tamil Nadu, Odisha, Goa, Andhra Pradesh, Gujarat, West Bengal, Chhattisgarh and Jharkhand, Government of Republic of Chile, Mauritius, Mozambique, Italy, the United States of America and the United Kingdom, regulatory authorities and stock exchanges and the financial institutions, banks as well as the shareholders and debenture holders and debenture trustees and all other stakeholders of the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated services rendered by all employees of the Company.

	For and on behalf of the Board
	Sd/-
	SAJJAN JINDAL
Date : May 17, 2024	Chairman a Managing Director
Place: Mumbai	DIN: 00017762