To the Members of JSW Steel Limited,
The Board of Directors of JSW Steel Limited ('JSW Steel' or
'Company') is pleased to present the Ninth Integrated Annual Report, along with the
financial statements of the Company, for the financial year ended 31 March, 2026. A brief
summary of the Company's standalone and consolidated performance is given below:
A. FINANCIAL PERFORMANCE
A.1 Results
('in crore)
|
Standalone |
Consolidated |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| I Revenue from operations |
1,32,847 |
1,27,702 |
1,85,470 |
1,68,824 |
| II Other income |
1,730 |
1,865 |
1,248 |
694 |
| III Total income (I + II) |
1,34,577 |
1,29,567 |
1,86,718 |
1,69,518 |
| IV Expenses: |
|
|
|
|
| Cost of materials consumed |
68,404 |
65,779 |
88,836 |
88,324 |
| Purchases of stock-in-trade |
2,957 |
873 |
3,036 |
845 |
| Changes in inventories of finished goods,
work-in-progress and stock-in-trade |
1,481 |
916 |
4,719 |
829 |
| Mining premium and royalties |
6,954 |
9,144 |
6,954 |
9,144 |
| Employee benefits expense |
2,568 |
2,488 |
5,285 |
4,798 |
| Finance costs |
6,517 |
6,486 |
9,102 |
8,412 |
| Depreciation and amortisation expense |
6,120 |
5,913 |
9,601 |
9,309 |
| Other expenses |
30,292 |
30,121 |
46,819 |
41,980 |
| Total expenses |
1,25,293 |
1,21,720 |
1,74,352 |
1,63,641 |
| V Profit before share of profit / (losses)
from joint ventures, exceptional items and tax (III-IV) |
9,284 |
7,847 |
12,366 |
5,877 |
| VI Share of profit / (loss) from joint
ventures (net) |
|
(475) |
(311) |
|
| VII Profit / (loss) before exceptional items
and tax (V+VI) |
9,284 |
7,847 |
11,891 |
5,566 |
| VIII Exceptional items |
477 |
1,304 |
(17,359) |
489 |
| IX Profit before tax (VII-VIII) |
8,807 |
6,543 |
29,250 |
5,077 |
| X Tax expenses / (credit): |
|
|
|
|
| Current tax |
2,871 |
1,729 |
3,799 |
1,986 |
| Deferred tax |
(586) |
(805) |
(57) |
(182) |
| Tax impact to earlier years |
- |
(218) |
- |
(218) |
|
2,285 |
706 |
3,742 |
1,586 |
| XI Profit for the year (IX-X) |
6,522 |
5,837 |
25,508 |
3,491 |
| XII Other comprehensive income |
|
|
|
|
| A i) Items that will not be reclassified to
profit or loss |
|
|
|
|
| a) Re-measurements of the defined benefit
plans |
(20) |
3 |
(31) |
@ |
| b) Equity instruments through other
comprehensive income |
(566) |
77 |
(625) |
88 |
| ii) Income tax relating to items that will
not be reclassified to profit or loss |
97 |
(124) |
115 |
(145) |
| Total(A) |
(489) |
(44) |
(541) |
(57) |
| B i) Items that will be reclassified to
profit or loss |
|
|
|
|
| a) Effective portion of gains and loss on
hedging instruments |
934 |
555 |
913 |
551 |
| b) Foreign currency translation reserve
(FCTR) |
|
(992) |
(303) |
|
| ii) Income tax relating to items that will be
reclassified to profit or loss |
(235) |
(140) |
(228) |
(141) |
| Total (B) |
699 |
415 |
(307) |
107 |
| Total other comprehensive income / (loss)
(A+B) |
210 |
371 |
(848) |
50 |
| XIII Total comprehensive income / (loss) (XI+
XII) |
6,732 |
6,208 |
24,660 |
3,541 |
| Total profit /(loss) for the year
attributable to: |
|
|
|
|
| - Owners of the Company |
|
22,316 |
3,504 |
|
| - Non-controlling interests |
|
|
3,192 |
(13) |
|
|
|
25,508 |
3,491 |
| Other comprehensive income/(loss) for the
year attributable to: |
|
|
|
|
| - Owners of the Company |
|
(848) |
51 |
|
| - Non-controlling interests |
|
|
- |
(1) |
|
|
|
(848) |
50 |
| Total comprehensive income/(loss) for the
year attributable to: |
|
|
|
|
| - Owners of the Company |
|
21,468 |
3,555 |
|
| - Non-controlling interests |
|
|
3,192 |
(14) |
|
|
|
24,660 |
3,541 |
@less than 10.50 crore
A.2 Exceptional Items
Exceptional items of Consolidated results for the year
ended 31 March 2026, consist of:
? The Board of Directors of the Company at their meeting held on 3
December 2025 considered and approved entering into a 50:50 joint venture with JFE Steel
Corporation, Japan ('JFE'), for the steel business undertaking of Bhushan Power and Steel
Limited ('BPSL').
Pursuant to the aforesaid transaction, on 27 March 2026, JSW JFE Steel
Limited ('JSW JFE Steel') acquired the steel business undertaking of BPSL for a cash
consideration of '29,475 crore, including customary closing adjustments, subsequent to
receipt of necessary approvals, including from the Competition Commission of India.
Further, on 30 March 2026, JFE invested '7,875 crore, representing the first tranche of
its investment in JSW JFE Kalinga Steel Limited ('JSW JFE Kalinga'), resulting in JFE
holding a 25% shareholding in JSW JFE Kalinga on a fully diluted basis.
Consequent to the aforesaid allotment and changes in the Board
composition in accordance with the Joint Venture Agreement dated 3 December 2025, Piombino
Steel Limited ('Piombino Steel'), a subsidiary of the Company, and JFE have obtained joint
control over JSW JFE Kalinga and its wholly-owned subsidiary, JSW JFE Steel, with effect
from 27 March 2026. Further, considering contractual obligation, JFE is expected to
acquire an additional 25% stake in JSW JFE Kalinga on a fully diluted basis at an agreed
price in due course, the Company has accounted for the arrangement as a 50:50 joint
venture.
Accordingly, the Company has recognised a gain on loss of control over
the steel business undertaking of BPSL amounting to '18,051 crore in accordance with Ind
AS 110 - Consolidated Financial Statements and Ind AS 28 - Investments in Associates and
Joint Ventures, which has been disclosed as an exceptional item.
? The Government has notified the Code on Social Security, 2020
('Social Security Code'), the Occupational Safety, Health and Working Conditions Code,
2020; the Industrial Relations Code, 2020 and the Code on Wages, 2019 (collectively, the
'Labour Codes') on 21 November 2025. The Ministry of Labour & Employment notified
Central Rules on 8 May 2026, however, State Rules are yet to be notified. The Group has
evaluated the impact of increased employee benefits obligations arising from the
implementation of the Labour Codes based on its best judgement in consultation with
external experts. Accordingly, the
Group has recognised '692 crore in accordance with Ind AS 19 -
'Employee Benefits' as an exceptional item.
Exceptional items of Standalone results for the year ended 31 March
2026, consist of:
? The Government has notified the Code on Social Security, 2020
('Social Security Code'); the Occupational Safety, Health and Working Conditions Code,
2020; the Industrial Relations Code, 2020 and the Code on Wages, 2019 (collectively, the
'Labour Codes') on 21 November 2025. The Ministry of Labour & Employment notified
Central Rules on 8 May 2026, however, State Rules are yet to be notified. The Company has
evaluated the impact of increased employee benefits obligations arising from the
implementation of the Labour Codes based on its best judgment in consultation with
external experts. Accordingly, the Company has recognised '477 crore in accordance with
Ind AS 19 - 'Employee Benefits' as an exceptional item.
A.3 Dividend
The Board of Directors of the Company had approved a Dividend
Distribution Policy on 31 January 2017, in accordance with the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Policy is available on the Company's website:
https://jsw-steel-s3.s3.ap-south-1.amazonaws.
com/isw-steel-images/uploads/2026/01/Dividend- Distribution-Policy.pdf.
In terms of the policy, equity shareholders of the Company may expect a
dividend if the Company has surplus funds and after taking into consideration the relevant
internal and external factors enumerated in the policy for the declaration of dividend.
The policy also enumerates that efforts will be made to maintain a
dividend payout (including dividend distribution tax and dividend on preference shares, if
any) in the range of 15% to 20% of the consolidated net profit of the Company, in any
financial year, subject to compliance of covenants with lenders/bondholders.
In line with the said policy, the Board of Directors has recommended a
dividend of '7.10 per equity share of '1 each for the financial year ended 31 March 2026,
subject to the approval of the Members at the ensuing Annual General Meeting. This is in
comparison to '2.80 per equity share declared for the previous financial year. The
proposed dividend, on 2,44,54,53,966 equity shares, aggregates to an outflow of '1,736
crore (FY 2024-25: '685 crore) and represents a payout ratio of 19.96% of the consolidated
net profit for FY 2025-26, adjusted for exceptional items (net of tax).
B. OPERATIONAL PERFORMANCE
B.1 Consolidated Results
During FY 2025-26, the Company reported its highest ever annual
consolidated crude steel production of 30.141 MnT, with an average capacity
utilisation of ~92%2 at Indian operations. Crude steel production increased by
8% y-o-y primarily driven by commissioning of the second converter in August 2025, ramp-up
of the integrated steel making facility at JSW Vijayanagar Metallics Limited (JVML), a
wholly-owned subsidiary of the Company and higher volumes from Bhushan Power & Steel
Limited (BPSL) following its Phase II expansion to 4.5 MTPA in the last year.
During the year under review, the Company reported its highest ever
annual steel sales volume of 29.631 MnT, up 12% y-o-y. The consolidated Indian
operations domestic sales stood at 25.961 MnT, an increase of 10% y-o-y, driven
by robust domestic demand for steel. The Company achieved its highest year of Value-Added
Special Products (VASP) sales at 17.57 MnT, an increase of 14% y-o-y, and accounted for a
61% share of the total sales for the year. Retail segment sales stood at 9.61 MnT,
registering a growth of 14% y-o-y. Branded products' sales constituted 48% of the total
retail sales. The consolidated Indian operations export of steel products stood at 2.80
MnT, up by 35% y-o-y and accounting for 10% of the total sales, as against 8% in FY
2024-25.
The Company achieved 99% of its production guidance and 101% of sales
guidance for the year. The EAF-based steel manufacturing facility in Ohio, USA, produced
9,13,150 net tonnes of Slabs during FY 2025-26. Capacity utilisation was 63% during the
year. Sales volumes for FY 2025-26 stood at 2,39,146 net tonnes of HRC and 7,18,484 net
tonnes of Slabs.
In FY 2025-26, the Company's consolidated revenue from operations
increased by 10% y-o-y to '1,85,470 crore, primarily on account of higher sales volumes
marginally compensated by lower NSR. The sales realisation at Indian operations was lower
due to subdued domestic pricing on account of lower international steel prices and higher
steel imports into India.
Consolidated operating reported EBITDA was '29,821 crore (an increase
of 30.2% y-o-y) and adjusted EBITDA3 was '32,048 crore (an increase of 39.6%
y-o-y) with an Adjusted EBITDA margin of 17.3%. Adjusted EBITDA per tonne was '10,833
during FY 2025- 26, up by 24.6% y-o-y, primarily on account of the decrease in Coal, Power
& Fuel costs partially offset by lower net sales realization in India and improved
performance of US operations.
The domestic subsidiaries posted an operating EBITDA of '9,451 crore,
as against an operating EBITDA of '4,792 crore during the previous year, primarily due to
higher EBITDA from Bhushan Power & Steel Limited, JSW Vijayanagar Metallics Limited
and JSW Steel Coated Products Limited on account of higher sales volumes and lower Coal,
power
& fuel cost. The overseas subsidiaries posted an operating EBITDA
of '653 crore, as against an operating negative EBITDA of '43 crore during the previous
year, on account of improved profitability from US operations.
The depreciation and amortisation charge for FY 202526 was '9,601
crore, a 3.1% y-o-y increase due to the depreciation charge on account of project
capitalisation at JVML and sustaining capex partially offset by no depreciation charge on
assets of BPSL as this was classified as held for sale. Finance costs were '9,102 crore,
an increase of 8.2% y-o-y, primarily due to interest charged on account of assets
capitalisation relating to capital projects and sustaining capital expenditure, increase
in foreign exchange rate fluctuations treated as part of finance cost as the Indian Rupee
depreciation against the US dollar was 10.6% during FY 2025-26 partially offset by
decrease due to lower level of acceptances and lower utilisation of working capital
facilities.
The Company's net profit stood at '25,508 crore for FY 2025-26,
vis-a-vis '3,491 crore in FY 2024-25 primarily on account of gain on slump sale of the
steel business of BPSL and higher EBITDA and improved operating profitability. The
performance and financial position of the subsidiary companies and joint arrangements are
included in the consolidated financial statement of the Company.
The Company's net worth, as on 31 March 2026, was '105,475 crore
compared to '81,666 crore, as on 31 March 2025. The Company's spending on capex
expenditure aggregated to around '15,595 crore. The Company's consolidated net gearing
(net debt-to- equity) as on 31 March 2026, stood at 0.51x (versus 0.94x as on 31 March
2025) and net debt-to-EBITDA stood at 1.81x (versus 3.34x, as on 31 March 2025).
B.2 Standalone Results
During FY 2025-26, the Company reported crude steel production of 21.30
MnT with an average capacity utilisation of 90%. Crude steel production decreased by 5.2%
y-o-y primarily due to the shutdown of Blast Furnace-3 (BF-3) at Vijayanagar from
end-September 2025 for capacity upgradation.
The Company reported its highest ever steel sales volume at 22.40 MnT,
which grew by 3.0% y-o-y. Domestic sales stood at 20.67 MnT, an increase of 0.8% y-o-y.
The Company exported 1.73 MnT of steel, grew by 38.8% y-o-y and accounted for 8% of the
total sales, as against 6% in FY 2024-25.
Revenue from operations increased by 4.0% y-o-y to '1,32,847 crore, due
to higher sales volume.
The Company achieved an annual Operating EBITDA of '20,191 crore (an
increase of 9.8% y-o-y) and adjusted EBITDA3 '21,747 crore (an increase of
18.2% y-o-y) with an Adjusted EBITDA margin of 16.4%. Adjusted EBITDA per tonne was at
'9,710 during FY 2025-26, higher by 14.7% y-o-y primarily on account of decrease in coal,
Power &
1 BPSL steel business was transferred to JSW JFE Steel Ltd.
(JJSL) on 27 March 2026 towards formation of JV with JFE Steel, figures include 0.06 MnT
of production and 0.05 MnT of sales of JJSL pertaining to 27-31 March 2026
2 Excluding BF-3 capacity which was under shutdown for capacity
upgradation
3 Adjusted EBITDA is excluding unrealised FX gains/losses on
long-term borrowings net of intercompany receivables
Fuel cost per tonne, partially offset by a decrease in net sales
realisation.
The depreciation and amortisation charge for the year was '6,120 crore,
up 3.5% y-o-y, due to depreciation charged on asset capitalisation relating to capital
projects and sustaining capital expenditure. The finance costs for the year were '6,517
crore, an increase of 0.5% y-o-y primarily due to interest charged on account of assets
capitalisation relating to capital projects and sustaining capital expenditure and an
increase in foreign exchange rate fluctuations treated as part of finance costs as the
Indian Rupee depreciation against the US dollar was ~10.6% during FY 2025-26, partially
offset by a decrease due to lower level of acceptances, lower utilisation of working
capital facilities.
Profit after tax increased by 11.7% y-o-y to '6,522 crore primarily on
account of higher EBITDA partially offset by higher depreciation, interest costs and tax
costs. The Company's net worth stood at '85,660 crore, as on 31 March 2026, vis-a-vis
'79,839 crore, as on 31 March 2025. Gearing (net debt-to-equity) was at 0.69x (as against
0.62x) and net debt to EBITDA stood at 2.91x (as against 2.69x).
B.3 Performance of Subsidiaries and Joint
Ventures (JVs)
The Company had 46 direct and indirect subsidiaries, 19 JVs and 5
associates, as on March 31, 2026, which includes certain subsidiaries acquired or
incorporated during FY 2025-26. As per the provisions of Section 129(3) of the Companies
Act, 2013 (Act), a statement containing the salient features of the financial statements
of the Company's subsidiaries, associates and JVs in Form AOC-1 is attached to the
financial statements of the Company. In accordance with provisions of Section 136 of the
Act, the standalone and consolidated financial statements of the Company, along with
relevant documents and separate audited accounts in respect of the subsidiaries, are
available on the website of the Company at https://
www.iswsteel.in/investors/financial-statements-of- subsidiaries. The Company shall provide
the annual accounts of the subsidiaries and the related detailed information to the
shareholders of the Company on specific request made to it in this regard by the
shareholder.
The details of the major subsidiaries and JVs are given below:
(I) Indian Subsidiaries
1. JSW Vijayanagar Metallics Limited (JVML)
JVML, a wholly-owned subsidiary of a 5 MTPA steel manufacturing
facility at Vijayanagar, in the state of Karnataka which includes Blast Furnace (BF),
Steel Melting Shop (SMS), Hot Strip Mill (HSM) (including Plate Mill) and other auxiliary
units (together 'the facility') to manufacture steel products across the supply
chain.
On 17 March 2024, JVML started commissioning of the reheating furnaces
and roughing mills of the HSM facility relating to plate manufacture and reached desired
level of
output and capacity utilisation by 29 March 2024. The HSM facility
after successful completion of trial runs and quality and delivery testing, started
commercial manufacturing and sales in the month of March 2024. The HSM facility has the
capability of manufacturing plates/coils and is equipped with advanced features which can
produce superior value-added grades.
JVML has successfully commissioned a 4.5 MTPA capacity BF, Steel Melt
Shop with a capacity of 3.3 MTPA with one converter and both casters fully operational
during 202425. The second converter at the SMS is commissioned in August 2025. The other
allied facilities, like the Raw Material Handling System, Sinter Plant, Lime Calcination
Plant and the material handling facilities, have been commissioned.
In FY 2025-26, JVML registered a crude steel production of 3.99 MnT.
The crude steel production increased significantly y-o-y on account of the commissioning
and subsequent stabilization of plant during the year. The sales volume was 4.08 MnT. The
operating EBITDA increased from '159 crore in FY 2024-25 to '3,309 crore in FY 2025-26.
Revenue from operations was '22,714 crore in FY 2025-26 as compared to '5,641 crores in FY
2024-25. Profit after tax stood at '1,299 crore vis-a-vis loss after tax of '497 crore in
FY 2024-25.
2. Bhushan Power and Steel Limited (BPSL)
On 26 March 2021, the Company completed the acquisition of BPSL by
implementing the resolution plan approved under the IBC Code, basis an agreement entered
with the erstwhile Committee of Creditors. The Company had entered a subscription and
shareholder agreement with JSW Shipping & Logistics Private Limited (JSLPL) through
which the Company and JSLPL held equity of Piombino Steel Limited (PSL) in the ratio of
49% and 51%, respectively. Further, JSW Steel held optionally fully convertible debentures
(OFCDs) of PSL with a right to convert them into equity. In accordance with the approved
resolution plan, BPSL was acquired as a wholly-owned subsidiary of PSL.
In FY 2021-22, following BPSL's robust operational and financial
performance, JSW Steel on 1 October 2021, exercised the option of conversion of the OFCDs,
pursuant to which JSW Steel held 83.28% equity in PSL, and PSL became a subsidiary of JSW
Steel with effect from 1 October 2021.
Consequent to the aforesaid conversion, the Company is controlling and
managing BPSL through PSL and the financials have been consolidated with the Company.
Immediately upon acquisition, BPSL undertook a capex programme to bring
about improvements in operations and reduce costs and also to increase its capacity in two
phases viz., Phase-1 (expansion from 2.75 MTPA to 3.5 MTPA) and Phase-2 (3.5 MTPA to 4.5
MTPA). BPSL commissioned Phase-1 capacity expansion in Q4 FY 2023 and Phase-II capacity
expansion in Q2 of FY 2025.
BPSL operates a 4.5 MTPA integrated steel plant at Jharsuguda, Odisha
and also has downstream
manufacturing facilities at Kolkata, West Bengal, and Chandigarh,
Punjab. These plants manufacture value- added products covering the entire steel value
chain right from manufacturing Pig Iron, DRI, Billets, HR Coils, CR Coils, GP/GC Sheets,
Precision Tubes, Black Pipe/GI Pipe, Cable Tapes, Tor Steel, Carbon, and Special Alloy
Steel Wire Rods and Rounds conforming to IS and international standards.
In FY 2025-26, BPSL reported its highest ever crude steel production of
3.80 MnT registering an increase of 7.2% y-o-y. BPSL reported its highest ever a steel
sales of 3.60 MnT, up 8.9% y-o-y. The total revenue from operations was at '22,215 crore
as compared to '21,440 crore in the previous year. EBITDA increased from '2,212 crore in
FY 2024-25 to '3,158 crore in FY 2025-26, primarily on higher volumes, lower coal prices,
which was partially offset by lower sales realisation. Profit after tax stood at '14,319
crore vis-a-vis '260 crore in FY 2024-25, primarily on account of gain on slump sale of
the steel business in BPSL.
3. JSW Steel Coated Products Limited (JSW Steel
Coated/'JSCPL')
JSW Steel Coated Products Limited, a wholly-owned subsidiary of the
Company, caters to both domestic and international markets. The Company manufactures a
range of value-added steel products, including tinplate, galvanised and Galvalume
coils/sheets, and colour-coated coils/sheets. JSW Steel Coated has an aggregate downstream
capacity of 5.2 MTPA, with manufacturing facilities located at Vasind, Tarapur, Kalmeshwar
and Khopoli in Maharashtra; Bawal in Haryana; Rajpura in Punjab; Dhar in Madhya Pradesh
& Pulwama in Jammu Kashmir.
During FY 2025-26, JSW Steel Coated reported total production of 4.70
MTPA recording a 2.5% year on year growth. Sales volume stood at 4.69 MTPA, reflecting a
4.0% y-o-y growth. Revenue from operations increased by 5.7% y-o-y to '36,470 crore in FY
2025-26. Operating EBITDA improved significantly to '2,488 crore from '1,781 crore in the
previous year, driven primarily by an improved product mix and higher sales of premium
products, resulting in margin expansion. The Company reported a net profit of '1,102
crore, as compared to '490 crore in FY 2024-25.
JSW Steel Coated is augmenting its coated products capacity from 5.2
MTPA to 6.6 MTPA to align with the next phase of domestic steel growth, which is
increasingly driven by value added products. With rising demand for colour coated steel
and tinplate, the Company is well positioned to leverage this trend through its strategic
focus on enhanced value addition. The proposed capacity augmentation includes the
following investments:
a. Setting up of two new galvanising lines at Khopoli, Maharashtra :
CGL#2 with a processing capacity of 0.36 MTPA of galvanised steel, with provision for
Galvalume production & CGL#3 having a processing capability of processing 0.5 MTPA,
specifically designed for Zero Spangle Galvanised Steel and Zinc Aluminium Magnesium
products along with a 0.6 MTPA cold rolling mill.
b. Setting up new Galvanising line having the capability of processing
0.36 MTPA galvanized steel, with a provision to produce Galvalume and a new Tin plate
facility of 0.20 MTPA at Rajpura, Punjab.
4. Neotrex Steel Limited (NSL)
Neotrex Steel Limited has setup a low-relaxation pre-stressed concrete
strand (LRPC) facility with state- of-the-art line at its Vijayanagar unit, with an annual
production capacity of
144.000 tonnes. Since wire rods are the input material for producing
LRPC, the Company has entered into the business of the manufacture of LRPC as the product
offers higher margins and widens the basket of value-added products compared to direct
sale of wire rods in the open market.
The LRPC facilities were implemented in two phases of
72.000 MTPA each. Phase I was commissioned in December 2022, and Phase
II was commissioned in June 2024. LRPC strands find application in almost all types of
heavy- duty industrial constructions, high-rise buildings, and infrastructure projects
including construction of bridge, decks, bridge girders, pilings, precast concrete panels,
railway sleepers, structural support and other concrete foundations. LRPC strands are
gradually replacing traditional construction material due to construction convenience and
relatively fewer requirements of reinforcement steel and concrete. This strategic move
aligns with the Company initiative to diversify into higher-margin, value-added products
beyond its core wire rod business, which serves as a key raw material for LRPC production.
JSWSL holds 80% equity stake in NSL, with the remaining 20% owned by
individual shareholders. NSL achieved a production volume of 72,533 tonnes of LRPC,
reflecting the Company's commitment to meeting growing market demand for premium
pre-stressed concrete solutions.
Operating EBITDA for the year under review was '12 crore as against '19
crore in the previous year. Loss after tax was '20 crore in FY 2025-26 as against '12
crore in FY 2024-25.
5. Amba River Coke Limited (ARCL)
Amba River Coke Limited (ARCL) is a wholly-owned subsidiary of the
Company and has a 1 MTPA coke oven plant and a 4 MTPA pellet plant. In FY 2025-26, ARCL
produced 0.64 MnT of coke and 4.02 MnT of pellets (including 3.78 MnT on job work). The
coke and pellets produced are primarily supplied to the Dolvi works of the Company.
Operating EBITDA for the year under review was at '332 crore as against
'389 crore in the previous year. Its profit after tax decreased to '199 crore from '217
crore in FY 2025-26.
6. JSW Industrial Gases Limited (JIGL)
JSW Industrial Gases Limited (JIGL), formerly known as JSW Industrial
Gases Private Limited is a wholly-owned subsidiary of the Company. JIGL is engaged in the
business of production and sale through Job Work of industrial gases such as oxygen,
nitrogen and argon and has two air
separation plants, each with a capacity of 2,500 tonnes per day, at
Toranagallu, Bellary District, Karnataka. The Company sources oxygen, nitrogen and argon
from JIGL for its Vijayanagar plant. Operating EBITDA for the year under review was at '50
crore, as against '40 crore in the previous year. Profit after tax was at '32 crore,
compared to '22 crore in the year earlier.
7. JSW Utkal Steel Limited (JUSL)
JUSL, a wholly owned subsidiary of the Company, was formed for setting
up an integrated 13.2 MTPA steel plant in Odisha along with associated infrastructure and
utilities.
JUSL has received Environmental Clearance (EC) for setting up a 13.2
MTPA greenfield Integrated Steel Plant (ISP) from the Union Ministry of Environment,
Forest and Climate Change (MoEFCC). The project is expected to generate employment
opportunities in the region, which in turn will boost the economy of Odisha. JUSL has
secured 2,950 acres of land at Paradip for the proposed integrated steel plant, where key
infrastructure works (roads, power lines, water lines, etc.) are already underway. The
upcoming 302 km slurry pipeline being developed by JSW Infrastructure Limited to transport
iron ore fines in slurry form from JSW Steel's mines to Jatadhar will also terminate on
this land.
JUSL has also obtained consent to establish from the Odisha State
Pollution Control Board to set up the Integrated Steel Plant and associated utilities and
infrastructure. JUSL proposes to implement the project in Phases.
The Board of Directors had approved the capital expenditure to be
incurred by JUSL for setting up: a) Two Pellet Plants at Jatadhar, Odisha, with capacity
of 8 MTPA each b) 30 MTPA Filtration Plant to dewater the iron ore slurry to be received
through the Slurry Pipeline being set up by JSW Infrastructure Ltd. and c) Setting up 5
MTPA integrated steel Plant (Phase 1) at Paradip, Odisha, at estimated cost of '31,600
crore.
The key facilities to be set up for the proposed 5 MTPA Integrated
Steel Plant (Phase 1) include: Sinter Plant, Coke Oven, Blast Furnace, Steel Melt Shop,
Lime and Dolomite Calcination Plant and Hot Strip Mill, along with infrastructure and
utilities. The proposed steel plant capacity will be expanded in Phases to 13.2 MTPA in
Phase II/III, and the configuration of the facilities has been designed accordingly.
The first phase of construction activities for the 30 MTPA Filtration
Plant and 2 * 8 MTPA Pellet Plants has progressed significantly, with engineering and
procurement activities completed. Construction activities are currently underway, with
commissioning targeted during FY 2027-28.
The 30 MTPA slurry pipeline in Odisha which has been transferred to JSW
Infrastructure Limited is progressing well and expected to be commissioned in FY 2026-27.
8. NSL Green Steel Recycling Limited (NSL)
The Company has embarked on the journey of reducing its carbon
footprint by setting a target of 1.95 tCO2/Ton of crude steel by 2030 in Phase
I and net neutral in carbon
emissions by 2050 in Phase II. A key enabler identified for achieving
the targeted CO2 emissions is to increase the scrap charge in steel making.
Accordingly, the Company, forayed into steel recycling and is setting
up its 1st Scrap Processing plant of 0.4 MTPA capacity in Khopoli, Maharashtra
under NSL Green Steel Recycling Limited (a wholly-owned subsidiary of JSW Steel). The
plant would process ferrous scrap, generated from automotive, consumer durables,
households, construction and demolition sites, which would subsequently be recycled to
manufacture steel at JSW Steel, Dolvi Works.
It is a state-of-the art plant with Scrap Processing Equipment
(Shredders & Balers) being sourced from German/ Italian OEMs. The plant is in the
advanced stage of commissioning and would be operational from Q4 FY 2026-27.
9. JSW Green Steel Limited
Increasingly, upcoming regulations across the world are expected to
source steel with low carbon footprint. The Carbon Border Adjustment Mechanism (CBAM)
implementation by the European Union and the Government of India's initiatives to bring
down carbon emission in the Steel industry and support it reach net zero by 2070 are
likely to develop a global market for green steel. Government projects are likely to
mandate purchase of steel with low carbon emission in phased manner in near future.
In line with the Company's strategy to set up a green steel plant in
order to cater to the export requirements, manufacturing steel with low carbon emissions,
the requirement to track the CO2 emissions separately and exploring new
technology like green hydrogen usage for DRI operations, the Board of Directors approved
the transfer of the existing Salav unit having a DRI capacity of 0.9 MTPA along with its
auxiliary units to JSW Green Steel Limited. The Company has carved out the Salav unit to
JSW Green Steel Limited and thereafter has plans to set up a green steel facility with
capacity of 4 MTPA in phases, in line with the growth strategy.
10. Other Major Projects being undertaken by domestic subsidiaries
The Company, as part of its long-term growth strategy, has initiated a
few greenfield projects in the states of West Bengal, Jharkhand and Odisha.
? JSW Bengal Steel Limited (JSW Bengal Steel) - As part of its overall
growth strategy, the Company had planned to set up a 10 MTPA capacity steel plant in
phases through its subsidiary, JSW Bengal Steel. However, due to uncertainties in the
availability of key raw materials such as iron ore and coal, after the cancellation of the
allotted coal blocks, the JSW Bengal Steel Salboni project is currently put on hold.
? JSW Jharkhand Steel Limited (JJSL) - JJSL was incorporated in
relation to the setting up of a 10 MTPA steel plant in Jharkhand. The Company is currently
in
the process of obtaining approvals and clearances necessary for the
project.
(II) Overseas Subsidiaries
1. Periama Holdings LLC and its subsidiaries viz. JSW Steel (USA) Inc -
Plate and Pipe Mill Operation and its subsidiaries - West Virginia, USA-based coal mining
operation
a) The Baytown facility has a 1.2 MNTPA plate mill and a 0.55 MNTPA
pipe mill. The facility is located near a port and is close to key customers in the oil
and gas industry and new energy customers. JSW Steel (USA) plate and pipe mill is in the
process of modernising the existing facilities at Baytown, Texas. The first phase of
modernisation was completed and commissioned in FY 2021-22. The second phase of the
modernisation is expected to be completed in FY 2026-27. The second phase of the
modernisation of Baytown plate mill will allow JSW Steel (USA) Inc. to supply plate for
applications including heavy plates for pressure vessels, bridges, mining and agricultural
equipment, shipbuilding, utility structures, offshore structures for oil and gas
production, and offshore wind.
The unit produced 0.52 MNTPA of plates and 0.065 MNTPA of pipes with
capacity utilisation of 52% and 12%, respectively. JSW Steel (USA) reported an EBITDA of
$42.5 million ('416 crore), compared to $20.2 million ('174 crore) in FY 2024-25. EBITDA
increased primarily on account of increase in net sales realisation and higher volumes.
The EBITDA per tonne was higher as compared to the previous year due to increase in plate
and pipe realisations, which was partially offset by higher input costs. In FY 202526,
loss after tax was $44.7 million ('351 crore), compared to a loss after tax of $62.4
million ('519 crore) in FY 2024-25.
b) Coal mining operation: Periama Holdings LLC had a 100% equity
interest in coal mining concessions in West Virginia, US, along with permits for coal
mining, and owned a 500 TPH coal-handling and preparation plant. In an earlier year, the
Company sold its property, plant and equipment, and mineral rights as operating the mines
was not economically viable in absence of coal mining lease and plant lease which were
terminated by the lessor in FY 2021-22.
2. Acero Junction Holdings, Inc (ACERO) and its wholly- owned
subsidiary JSW Steel USA OHIO, Inc. (JSWSUO)
JSWSUO has steelmaking assets consisting of a 1.5 MNTPA electric arc
furnace (EAF), a 2.8 MNTPA continuous slab caster and a 3.0 MNTPA hot strip mill at Mingo
Junction, Ohio in USA.
JSWSUO operated at a capacity utilisation of 63% during FY 2025-26.
JSWSUO reported an EBITDA loss of $6.8 million ('14 crore) compared to EBITDA loss of
$54.8 million ('441 crore) in FY 2024-25. Loss after tax was at $91.4 million ('725
crore), compared to loss after tax of $144.0 million
('1,195 crore). JSWSUO incurred lower EBITDA loss during the year on
account of increase in sales realisation which was partially offset by higher input scrap
prices.
JSWSUO has undertaken a capex project of installation of Vacuum Tank
Degassing (VTD) and Caster Dynamic Soft Reduction (DSR) on one strand only. The
Implementation of a VTD and further upgrades to Mingo Junction's Caster equipment will
allow JSWSUO to compete with existing/ under development modern facilities in serving the
target market applications of HRC, API Pipe and Tube, and to supply Baytown with the
majority of its slab substrate material.
In addition to improving the quality of existing product offerings, the
VTD and DSR projects will allow JSWSUO access to the growing markets of HRC to support API
applications and produce domestic slabs for all requirements of the Baytown plate mill
including heavy plate and line pipe.
The DSR Project has been commissioned in FY 2025-26 and the VTD project
is expected to be commissioned in Q1 FY 2026-27.
3. JSW Steel Italy Piombino S.P.A. (JSW Piombino) (formerly Aferpi
S.P.A), Piombino Logistics S.P.A. (PL) and GSI Lucchini S.P.A
JSW Piombino produces and distributes special long steel products. The
Company has a plant at Piombino in Italy, comprising a rail mill (0.32 MTPA) and a captive
industrial port concession. PL manages the logistics infrastructure of Piombino's port
area. The port managed by PL has the capacity to handle ships up to 60,000 tonnes.
During FY 2025-26, rail mill production was 0.288 MnT, higher by 8%
y-o-y, with capacity utilisation at 90%, as against 83% in the previous year. Operating
EBITDA was at €16.4 million ('262 crore) compared to an Operating EBITDA of
€15.0 million ('148 crore) in the previous year. Profit after tax amounted to
€5.6 million ('150 crore) as against profit after tax of €3.6 million ('44
crore) in FY 2024-25.
During FY 2022-23, JSW Piombino entered into two longterm contracts for
€359 million with Rete Ferroviaria Italiana (RFI), a company which is responsible for
the national infrastructure for railway network in Italy. The Framework Agreement provides
for certain milestones to increase the value of the Contracts for up to ~€1,277
million.
A Memorandum of Understanding (MoU) was signed between the Ministry of
Industry and Made in Italy, the Tuscany region, the Municipality of Piombino and JSW Steel
Italy SRL (JSW SRL). This MoU is intended to commence and relaunch the Steelworks site of
Piombino.
JSW Piombino has currently embarked on a modernisation of the rail mill
and is increasing the rail making capacity from 0.32 MTPA to 0.60 MTPA. The investments at
JSW Piombino are aimed at making the rail mill more efficient, modern, technologically
advanced and best in class. The project envisages setting up a Tandem Mill, Head
Hardening facility, and increasing the length of rails from 108 to 120
metres resulting in increase in productivity, lower conversion costs, increase in range of
products, and quality improvement. The MoU sets the conditions for efficient and
sustainable state support for the production of rails and is part of a broader project to
kickstart economic development of the region. The Company is expecting to enter into an
Accordo di Programma (ADP) with Government Departments of Italy in the first quarter of FY
2026-2027.
As per the development contract signed on April 18, 2025 in line with
the MoU, JSW Steel Italy Piombino S.P.A. is being provided a grant of ~€33 Million
from the Italian Government through INVITALIA, allocated towards the development of the
Rail Mill Modernisation Project.
(III) Joint Venture Companies
1. JSW JFE Electrical Steel Private Limited (Formerly known as JSW
Electrical Steel Private Limited) (JESPL)
During the year, the Company has continued to strengthen its strategic
presence in the value-added electrical steel segment through its joint venture and
subsidiary undertakings engaged in the manufacture of Cold Rolled Grain Oriented (CRGO)
electrical steel.
JSW JFE Electrical Steel Private Limited ('JESPL') (formerly known as
JSW Electrical Steel Private Limited) is a 50:50 joint venture between the Company and JFE
Steel Corporation, Japan ('JFE'), formed on 08 February 2024. The joint venture has been
established for the manufacture and sale of the entire range of CRGO electrical steel
products, leveraging industry-leading machinery, advanced technical know-how, and JFE's
energy-efficient production technologies developed through extensive research and
development.
The proposed manufacturing facilities are being set up at Vijayanagar,
Karnataka, India. Upon commissioning, JESPL will be the first company in India to
establish the complete CRGO manufacturing value chain domestically, from molten metal to
finished CRGO products.
JESPL was originally set up with a planned annual manufacturing
capacity of 62,000 tonnes of CRGO. Considering the strong demand outlook and strategic
importance of the product, the Board of Directors of JESPL, in May 2025, approved an
expanded capacity for the project to 1,00,000 tonnes per annum, with an updated total
project cost to '7,102 crore. The project is expected to be commissioned within a period
of approximately three years.
Global demand for CRGO electrical steel has been growing at a pace
faster than earlier anticipated due to accelerated electrification as a key enabler of ESG
objectives, replacement of ageing transmission and distribution infrastructure in
developed economies, increased electricity demand arising from electric vehicle adoption
and data centre expansion, and heightened focus on renewable energy, resulting in strong
demand for high-efficiency transformer.
In India, CRGO demand is witnessing rapid growth supported by expansion
of the power transmission and distribution network, renewable energy capacity additions,
replacement demand for transformers, revision of energy efficiency norms, increasing
urbanisation, growth in railway electrification and rising exports. Government initiatives
such as 'Make in India' and the Domestically Manufactured Iron and Steel Products Policy
provide further structural support for domestic CRGO manufacturing.
JSW JFE Electrical Steel Nashik Private Limited ("Nashik
entity") (formerly known as thyssenkrupp Electrical Steel India Private Limited) was
the only manufacturer of high-grade CRGO electrical steel in India prior to its
acquisition. Jsquare Electrical Steel Nashik Private Limited ('Jsquare'), a wholly-owned
subsidiary of JESPL, successfully acquired the Nashik CRGO business through a competitive
bidding process in January 2025, including the CRGO technology bundle from thyssenkrupp,
Germany.
Subsequently, the Nashik entity was merged with Jsquare effective 08
November 2025 and renamed as JSW JFE Electrical Steel Nashik Private Limited effective 01
December 2025. This acquisition has positioned the Company as the only CRGO technology
holder in India with end-to-end manufacturing capability from molten and poured stage.
The acquisition and integration of the Nashik operations provide a
unique strategic advantage to JESPL by enabling the use of two globally proven CRGO
technologies- Japanese and German-thereby allowing the Company to cater to a wide range of
CRGO product requirements in the Indian market and strengthen its leadership position in
high-grade CRGO production.
The Board of Directors of the Nashik entity, in July 2025, approved an
expansion of the capacity of the unit from 50,000 TPA to 250,000 TPA with a total
estimated project cost to '4,300 crore. The project is expected to be commissioned in two
phases within a period of approximately four years.
In FY 2025-26, JSW JFE Electrical Steel Nashik Private Limited reported
negative EBITDA of '66 crore, while loss after tax stood at '409 crore.
2. JSW Severfield Structures Limited and its
subsidiary JSW Structural Metal Decking Limited (JSSL)
JSSL is a 50:50 joint venture between the Company and Severfield plc
started in FY 2008-09. JSSL operates a facility to design, fabricate and erect structural
steel work and ancillaries for construction projects. The Company has an aggregate
fabrication capacity of 140,000 tonnes per annum (TPA), at Bellary and Gujarat. JSSL
produced 125,428 tonnes (including job-work volumes) during FY 2025-26.
JSSL delivered a significant improvement in financial performance
during FY 2025-26, with increase in EBITDA to '147 crore in FY 2025-26 from '54 crore in
FY 2024-25. The Company reported a Profit After Tax (PAT)
of '58 crore in FY 2025-26 as compared to a loss after tax of '7 crore
in FY 2024-25.
JSW Structural Metal Decking Limited ("JSWSMD"), a subsidiary
of JSSL, is engaged in the design and roll-forming of structural metal decking solutions
and associated accessories, including edge trims and shear studs. The subsidiary operates
a manufacturing facility with an installed capacity of 27,420 TPA. In FY 2025-26, JSWSMD
reported EBITDA of '10 crore, compared to '12 crore in FY 2024-25, while PAT stood at '5
crore as compared to '6 crore in FY 2024-25.
3. JSW MI Steel Service Center Private Limited (JSW MI)
The Company and Marubeni-Itochu Steel Inc entered into a 50:50 JV
agreement on 23 Septemebr 2011 to set-up Steel Service Centers in India. Since then JSW MI
Steel Service Center Private Limited has established a mark in the industry for providing
world-class processed steel products and allied services. It is not just a collaboration
of business ideas but also a confluence of philosophies and synergies of two large
conglomerates from India and Japan. JSW MI presently has four major steel service centres
across India in the locations of Pune, Palwal, Chennai and Ahmedabad with a total
installed capacity of 1.15 MTPA. The key services offered are slitting, cut-to- length,
blanking, inventory control and just in time steel solutions for the discerning customers
from all industry segments.
With increased production capacities and enhanced product mix envisaged
by the Company in the future, the need for customized and ready-to-use steel solutions
would be imperative from the customer. The Indian steel demand is on a robust growth path,
and this offers tremendous opportunity for JSW MI to supply high end processed steel to
customers at large.
The move to set up these steel service centres is to leverage the
expertise of service centre operations of Marubeni worldwide and to utilise JSW Steel's
sales network, pan India for sales of its world class technology products manufactured at
its various plants. Going forward JSW MI will continue to play a vital role of an
intermediary between JSW Steel and its end customers with respect to processing, inventory
management and distribution of steel products. The service centre is equipped to process
flat steel products, such as hot-rolled, cold rolled and coated products. Such products
offer just-in time solutions to automotive, white goods, construction and other value-
added segments. In FY 2025-26, EBITDA was '102 crore as against '99 crore in FY 2024-25.
Profit after tax was '40 crore as compared to '43 crore during FY 2024-25.
(IV) New Joint Venture Companies
1. Joint Venture with JFE Steel Corporation for Steel Business
Undertaking of BPSL
The Company entered into a strategic 50:50 joint venture with JFE Steel
Corporation ('JFE') for the steel business undertaking of Bhushan Power and Steel Limited
('BPSL'). As part of the transaction, the steel business undertaking
of BPSL has been transferred to JSW JFE Steel Limited ('JJSL')
(formerly known as JSW Sambalpur Steel Limited) by way of slump sale on a going concern
basis for a consideration of '29,475 crore.
JJSL is a 100% subsidiary of JSW JFE Kalinga Steel Limited ('JSW JFE
Kalinga Steel') (formerly known as JSW Kalinga Steel Limited), which is owned 75% by
Piombino Steel Limited (PSL), a subsidiary company, and 25% by JFE. Accordingly, JSW JFE
Kalinga Steel is the joint venture company under the joint control of JSW Steel and JFE
Steel.
As per the terms of the definitive agreements, JFE will acquire a
further 25% stake in JSW JFE Kalinga Steel by way of a secondary purchase of securities
from PSL, for a consideration of '7,875 crore which is expected to close by 30 June 2026.
Further, PSL is proposed to be merged with the Company pursuant to a
Scheme of Arrangement approved by the Board. Upon completion of the merger, JSW JFE
Kalinga Steel would become a 50:50 joint venture between JSW Steel and JFE.
JSW Steel is a growth-oriented company which believes that India
presents a multi-decadal opportunity for growth, and wants to ensure that it is well
positioned to capitalise on this opportunity. This transaction is aimed at securing JSW
Steel's growth in a financially prudent manner to enable it to pursue its aspirations
across business cycles.
2. Joint Venture with POSCO for Setting up a 6
MTPA Greenfield Integrated Steel Plant
JSW Steel has signed a Share Subscription and Joint Venture Agreement
('SSJVA') with POSCO Co., Ltd. and POSCO-India Private Limited (together referred herein
as 'POSCO Group') on 20 April 2026 through which Saffron Resources Private Limited
('Saffron'), a wholly-owned subsidiary of JSW Steel, would become a 50:50 joint venture
between JSW Steel and the POSCO Group. The proposed joint venture would set up a
greenfield 6 MTPA integrated steel plant in Odisha.
Pursuant to the terms of the agreement, POSCO Group will subscribe to
shares of Saffron, for a consideration of ~'508.8 crore, subject to closing adjustments.
The formation of the joint venture is subject to receipt of regulatory
approvals. The proposed integrated steel project of 6 MTPA will comprise steelmaking, hot
rolling, and cold rolling/coating processes. The land for the project has already been
secured. The project, once commissioned, will be capable of manufacturing high-grade flat
steel products for automotive and other applications. Leveraging on POSCO's technological
expertise, the joint venture's product portfolio will complement that of JSW Steel and
provide new product opportunities in India.
(V) New acquisitions
1. Acquisition of Saffron Resources Private
Limited
The Company acquired 100% equity shares of Saffron Resources Private
Limited ('Saffron') on 3 December 2025 at an enterprise value of '679 crore. Saffron has
~887 acres of land in Odisha.
At the time of acquisition, the land was proposed to be used by the
Company for future expansion projects. However, subsequently, based on the feasibility
study conducted by independent consultants, the land was found suitable for the proposed 6
MTPA integrated steel plant for the joint venture with POSCO Group. Therefore, Saffron has
now been chosen as the joint venture entity for the JV between JSW Steel and POSCO Group.
2. Acquisition of Additional Stake in Illawarra
Coal Holdings Pty Ltd
JSW Steel (Netherlands) B.V., a wholly-owned subsidiary of JSW Steel,
increased its economic interest in M Res NSW HCC Pty Ltd (M Res NSW) to 83.33%, from
66.67% earlier. This was through a mix of primary subscription and secondary purchase of
Class B shares of M Res NSW, for a total consideration of $60 million. Further, M Res NSW
increased its shareholding in Golden M NSW Pty. Ltd. (Golden M) to 36%, from 30% earlier.
Golden M, through its wholly-owned subsidiaries, owns 100% of Illawarra Coal Holdings Pty.
Ltd. ('Illawara Coal').
Through this investment, JSW Steel has increased its look-through stake
in Illawarra Coal to 30%, from 20% earlier. Illawarra Coal owns and operates the Appin and
Dendrobium mines, along with associated infrastructure, in the New South Wales region of
Australia.
Pursuant to the transaction, JSW Steel, through its wholly-owned
subsidiary JSW Global Trade Pte Ltd, has increased its offtake rights for the premium hard
coking coal produced by Illawarra Coal to 30%, from 20% earlier. JSW Steel's annual
offtake of coking coal from the Illawarra mines is expected to be ~1.8 MTPA. This
transaction will reduce JSW Steel's dependence on open market import of coking coal, and
provide consistent quality coal, thereby resulting in improved efficiencies.
3. Acquisition of Minas de Revuboe Limitada (MdR)
On 25 March 2026, JSW Natural Resources Limited, a wholly-owned
subsidiary of JSW Steel, completed the acquisition of a 92.19% equity stake and
shareholder loans of Minas de Revuboe Limitada ('MdR'), for an amount of $74.24 million.
MdR has ~850 million tonnes of reserves, and the potential to produce
~250 million tonnes of clean coking coal. JSW Steel will develop the mine in phases, with
the first phase expected to be developed over the next 2.5 (two and a half) years to
produce ~2.3 MTPA of prime hard coking coal which will be expanded to ~4.6 MTPA in second
phase. This project represents a transformative step in JSW Steel's backward integration
strategy and is expected to provide long-term supply assurance for one of the most
critical and cost-intensive inputs in steel manufacturing. MdR's high-grade coal profile
is expected to contribute directly to JSW Steel's sustainability objectives alongside its
broader decarbonisation roadmap.
(VI) Amalgamation of Indian Subsidiaries
1. Amalgamation of Amba River Coke Limited, Monnet Cement Limited and
JSW Retail and Distribution Limited with JSW Steel Limited
The Board of Directors of the Company ('JSL' or 'Transferee Company')
and Amba River Coke Limited ('ARCL' or 'the Transferor Company 1'), Monnet Cement Limited
('MCL' or 'the Transferor Company 2') and JSW Retail and Distribution Limited ('JRDL' or
'the Transferor Company 3'), the wholly- owned subsidiaries of the Company, at their
respective meetings held on 17 October 2025, approved a Scheme of Amalgamation of ARCL and
MCL and JRDL with JSL and their respective shareholders ('the Scheme') subject to
requisite approvals, consents, sanctions and permissions of the shareholders, creditors,
National Company Law Tribunal ('NCLT'), the Central Government and other concerned
regulatory authorities, as may be necessary. Upon application of the Transferor and
Transferee companies to the Hon'ble NCLT, Mumbai Bench seeking directions to convene or
dispense the shareholders'/creditors' meetings, the Hon'ble NCLT vide its order dated 9
March 2026 and 13 April 2026, has admitted the application and dispensed meetings of
shareholders, debenture holders and creditors. Further, as per the directions of the
Hon'ble NCLT, the Transferor and Transferee companies have served notices upon regulatory
authorities and a petition has been filed with Hon'ble NCLT for sanction of the Scheme.
The appointed date for the said Scheme is 1 April 2026.
2. Amalgamation of Piombino Steel Limited with JSW Steel Limited
The Board of Directors of the Company ('JSL' or 'Transferee Company')
and Piombino Steel Limited ('PSL' or 'the Transferor Company'), a subsidiary of the
Company, at their respective meetings held on 3 December 2025, approved a Scheme of
Amalgamation of PSL with JSL and their respective shareholders ('the Scheme') subject to
requisite approvals, consents, sanctions and permissions of the shareholders, creditors,
National Company Law Tribunal ('NCLT'), the Central Government and other concerned
regulatory authorities, as may be necessary. Necessary application has been filed with the
Hon'ble NCLT, Mumbai Bench seeking directions to convene/dispense the
shareholders'/creditors' meetings. Upon coming into effect and in consideration of the
amalgamation of PSL, JSL shall issue and allot on a proportionate basis to the
shareholders of PSL, other than JSL and its nominees, 10 fully paid-up equity shares of '1
each fully paid up of JSL for every 156 fully paid-up equity shares of '10 each fully paid
up of PSL. The appointed date for the said Scheme is 1 January 2026.
3. Amalgamation of BMM Ispat Steel Ltd. with JSW Steel Limited
The Board of Directors of the Company ('JSWSL' or 'Transferee
Company') at its meeting held on 14 May 2026, has approved the Scheme of Amalgamation of
BMM Ispat Limited ('BMMIL' or Transferor Company') with the Company under Sections 230 to
232 and other applicable provisions of the Companies Act, 2013 ('Act') ('Scheme').
BMMIL operates ~1 MTPA integrated steel facility in the State of
Karnataka in close proximity to the Company's Vijayanagar plant which will create
operational synergies. Further, BMMIL has availability of surplus expansion- ready land
which provides an opportunity to near double capacity in a significantly faster manner at
a low specific investment cost. The proposed amalgamation is also expected to strengthen
the long products portfolio, thereby enhancing the Company's overall product mix and
market positioning. Majority stake in BMMIL is held by JSW Projects Limited, a promoter
group entity of the Company.
Upon coming into effect and in consideration of the amalgamation of
BMMIL, JSWSL shall issue and allot, on a proportionate basis to the shareholders of BMMIL,
1 fully paid-up equity share of '1 each for every 18 fully paid- up equity shares of '10
each fully paid up of BMMIL. The appointed date for the said Scheme is 1 April 2026.
The Scheme is subject to necessary statutory and regulatory approvals
including the approval of shareholders and creditors and the Hon'ble National Company Law
Tribunal, having jurisdiction over the respective companies.
C. MAINSTREAMING SUSTAINABILITY IN BUSINESS IMPERATIVES
1. Sustainability Governance
JSW Steel recognises that long-term business resilience and value
creation are closely linked to the responsible management of environmental, social and
governance (ESG) issues. Accordingly, the Company has adopted an enterprise-wide
'Sustainability Vision' that integrates responsible growth, ethical conduct and
environmental stewardship into its business strategy and operations.
To translate this 'Vision' into measurable outcomes, the Company
has instituted an enterprise-wide 'Sustainability Framework' covering material ESG
issues identified through a double materiality assessment. This assessment evaluated both
the Company's impacts on the environment and society and the financial risks and
opportunities arising from these issues, enabling focused and risk-informed
decision-making.
The Company's sustainability strategy remains anchored in three core
pillars: (i) continuous improvement,
(ii) sustainability-driven risk management, and
(iii) innovation. These pillars guide the systematic integration of ESG
considerations into operational planning, risk-management frameworks, and technology
deployment across the organisation. Responsibility for delivering sustainability outcomes
is distributed across leadership, business units, employees and key value chain partners.
The Company considers research and development to be a critical enabler
of sustainable value creation, particularly in hard-to-abate sectors such as steel. Hence,
it continues to strengthen its R&D efforts aimed at deploying low- carbon steelmaking
technologies, introducing alternative raw materials, and enhancing resource efficiency,
thereby supporting progress towards its sustainability targets and ensuring alignment with
evolving market expectations.
Driven by a recognition that robust governance underpins effective
sustainability outcomes, the Company has established a structured governance framework
that defines responsibilities, accountability mechanisms, and oversight across
organisational levels. A suite of sustainability policies governs the management of
material ESG issues and aligns operations with applicable national and international
standards. The Chief Sustainability Officer (CSO) oversees the implementation of these
policies, and the Company conducts training and awareness programmes to equip employees
with the knowledge and skills necessary to contribute meaningfully to its sustainability
initiatives. It also integrates sustainability considerations into mergers and
acquisitions due diligence processes.
The Company has established short-term and long-term ESG targets under
its 'Sustainability Framework' and monitors progress through defined key performance
indicators (KPIs). Its Executive Committee (EC) reviews progress against these
sustainability KPIs regularly, ensuring alignment between strategic priorities and
operational execution.
Integrity and stakeholder engagement are at the core of the Company's
sustainability approach. It fosters ethical conduct, transparency and accountability
across the organisation. It has also implemented designated stakeholder engagement
processes and grievance mechanisms to enable the identification and management of
sustainability-related concerns.
To effectively navigate the rapidly evolving sustainability policy
landscape and respond to shifting stakeholder expectations, the Company has established a
Committee of the Board - Business Responsibility and Sustainability (BRSR) Committee. The
Committee reviews progress on the Company's sustainability performance, statutory
compliance, and the management of material sustainability-related risks and opportunities.
It additionally provides strategic guidance on long-term value creation.
2. Tackling Climate Change
The Company acknowledges its responsibility to contribute to the global
transition towards a low-carbon economy. Thus, it has articulated its climate transition
strategy in its inaugural Climate Action Report, which outlines its commitment to reduce
CO2 emissions intensity by 42% to 1.95 tCO2 per tonne of crude steel
by 2030 and to become net neutral in carbon emissions for all operations under its direct
control by 2050, subject to technology availability, infrastructure readiness, and
regulatory developments. The Climate Action report is available on the Company's
website: https://jsw-steel-s3.s3.ap-south-1.amazonaws.
com/isw-steel-images/uploads/2026/03/JSW-Climate- Action-Report-2024-23052024.pdf
The Company continues to implement a range of decarbonisation
initiatives across its operations and value chain to achieve measurable emissions
reductions. Furthermore, it has linked progress against climate targets to
performance-management mechanisms for senior leadership and relevant teams. As of FY
202526, the Company's emissions intensity has declined by approximately 30% compared to
the 2005 baseline.
The Company has established dedicated cross-functional governance
mechanisms to facilitate the implementation and monitoring of its climate strategy. These
mechanisms help translate long-term climate objectives into actionable operational
outcomes by performing scenario assessments, monitoring carbon performance, and
identifying suitable decarbonisation levers.
3. Energy
The Company's energy strategy pursues the objectives of improving
energy efficiency and augmenting the use of renewable energy in steelmaking operations. In
doing so, it seeks to reduce specific energy consumption and progressively scale renewable
energy capacity by 2030.
As of FY 2025-26, by virtue of process efficiency improvements and the
deployment of best available technologies, the Company's energy intensity has declined by
20% vis-a-vis the 2005 baseline. Moreover, the Company has successfully commissioned
captive solar and wind capacity projects, and it continues to advance energy storage
solutions to enhance renewable integration and operational resilience.
4. Water Management
Spurred by its recognition of the risks associated with operating in a
water-stressed environment, the Company has rolled out various measures to improve water
efficiency, promote recycling, and reduce freshwater consumption. During FY 2025-26,
specific water consumption stood at 2.34 cubic metres per tonne of crude steel,
representing a 35% reduction versus the 2005 baseline.
Additionally, owing to its enterprise-wide wastewater management
programme and the water reuse interventions under its remit, the Company maintains zero
liquid discharge (ZLD) across all facilities under its direct control.
5. Circular Economy
The Company operationalises circular economy principles in its core
operations by striving to enhance resource efficiency and recover value from the
by-products deriving from steelmaking processes through upcycling.
Through waste-to-value initiatives, it identifies and promotes
productive applications for steelmaking slag, process gases, and other by-products across
both internal and external value chains. The Company also
remains committed to increasing the use of scrap across its operations,
viewing it as a powerful lever to accelerate decarbonisation and support resource
efficiency. To this end, it is strategically expanding its captive scrapprocessing
capacity and diversifying procurement to bolster supply certainty. Thanks to such efforts,
during FY 2025-26, the Company's scrap utilisation rose by 68.5% on a year-on-year basis.
The Company also participates in collaborative industry initiatives
aimed at advancing circular economy practices across major industrial value chains.
6. Air Emissions
The Company adopts a combination of technological and operational
measures to curb air emissions and ensure compliance with applicable regulatory standards.
These measures include dust suppression systems, enclosed material handling, and the
deployment of advanced emission control technologies at key facilities. The Company
supplements these measures with continuous monitoring systems that allow the Company to
promptly identify and address deviations.
7. Biodiversity
The Company has committed to achieving no net loss of biodiversity by
2030. To advance its pursuit of this goal, it applies a mitigation hierarchy of avoidance,
minimisation, restoration, and offsetting across its operations. It also undertakes
site-level biodiversity assessments and designs tailored biodiversity management plans to
determine priorities and guide the execution of conservation and restoration actions.
During FY 2025-26, the Company reinforced its efforts to manage
nature-related risks and opportunities responsibly by aligning its sustainability
disclosures with the recommendations of the Taskforce on Nature-related Financial
Disclosures (TNFD), publishing its first TNFD report, and embedding nature-related
considerations into its enterprise risk management framework.
8. Product Sustainability
The Company is committed to advancing product stewardship. As part of
this commitment, it provides key stakeholders, including customers and investors, with the
accurate and up-to-date information needed to evaluate the sustainability performance of
its products through life cycle assessments (LCAs), environmental product declarations
(EPDs), and the adoption of widely recognised sustainability certifications for key
products.
In response to evolving customer expectations and the advent of
regulatory mechanisms such as the EU Carbon Border Adjustment Mechanism (CBAM), the
Company is also broadening its portfolio of low-carbon steel offerings. These improve
visibility into upstream emissions and enable customers to manage their Scope 3 emissions
systematically.
9. Human Rights
The Company respects and protects human rights across its operations
and value chain. It has completed Human Rights Due Diligence (HRDD) assessments across all
its integrated steel plants and mining sites. It leverages the insights obtained through
these assessments to strengthen human rights governance, streamline risk assessment,
mitigate risks, and monitor performance.
10. Supply Chain Sustainability
The Company recognises the extended ESG impacts of its value chain.
Therefore, it has disseminated a Supplier Code of Conduct that stipulates a set of minimum
ESG standards that it expects suppliers to uphold. It has also enacted structured supplier
engagement processes. During FY 2025-26, the Company conducted ESG performance assessments
of its leading suppliers by procurement spend to enhance visibility of supply chain risks,
streamline Scope 3 emissions monitoring and management, and support compliance with
relevant statutory requirements.
11. Responsible Steel Certification
The Company's integrated steel plants in India and selected downstream
facilities have received ResponsibleSteel? certification. As of FY 2025-26, over 80% of
the Company's primary steel production in India is ResponsibleSteel? certified,
reflecting its alignment with internationally recognised environmental, social and
governance standards.
The above disclosures form part of the Board's overview of material
sustainability matters and are provided without prejudice to statutory disclosures made
elsewhere in this Report.
12. Corporate Social Responsibility
In line with the Group's philosophy of 'Better Everyday', the Company
has strived to deliver on its responsibilities towards its communities, people and society
at large. The Company carries out its social development through the JSW Foundation. The
aim is to drive meaningful and sustainable change among communities (Direct Influence
Zones and Indirect Influence Zones) across eight thematic areas.
JSW Foundation's interventions are oriented towards achieving better
outcomes in the local context by adopting the SAMMS approach- Strategic, Aligned,
Multistakeholder, Measurable, Sustainable. The interventions aim to leverage the
long-standing trust and engagement with the communities to enable a self-sustaining
ecosystem of well-being.
The interventions range from improving the learning ecosystem in
educational institutions to provisioning of secondary and tertiary healthcare and
strengthening of the public health system, helping communities access basic sanitation and
promoting hygiene, contributing towards water and environment conservation, facilitating
farm and non-farm livelihoods and promoting sports.
The Company has steadily increased its CSR expenditure from '53 crore
in FY 2017-18 to '297 crore in FY 2024-25, demonstrating a deepening commitment to social
responsibility. The Company continued its strong focus on social impact.
During FY 2025-26, the Company's actual CSR obligation was '185.99
crore and the Company has spent the entire amount of '185.99 crore towards CSR.
Envisioning and achieving progress across intervention areas:
Education
JSW Foundation's all-encompassing approach to education involves
interventions at various stages along a child's learning journey. The initiatives focus on
a spectrum of aspects, ranging from Anganwadi to higher education. The initiatives cover a
wide range of areas, such as, developing state-of-the-art infrastructure, refurbishing
dilapidated structures, holistic early childhood education interventions, focusing on
learning outcomes, building capacities of the teachers, and strengthening the school
management committee (SMC).
Health and Nutrition
JSW Foundation is committed to enhancing health and nutrition status of
the community members with improved health services and facilities. The efforts under this
focus area aim to enhance health and nutrition services at all levels of the healthcare
value chain by increasing awareness, contributing to infrastructure development, and
encouraging community engagement to support the nation's efforts.
Water, Environment and Sanitation
JSW Foundation undertakes an integrated approach towards water,
environment and sanitation by ensuring access to safe drinking water, implementing
long-term plans for sustainable water resource management and enabling water security for
domestic and agriculture usage in communities. JSW Foundation has designed need-specific
solutions in order to increase the availability of safe drinking water for the
communities.
Waste Management
JSW Foundation strives to improve existing waste management systems and
generate awareness to move towards a circular economy. JSW Foundation is aligned to the
government's Swachh Bharat Mission and focuses on reducing and eliminating the practice of
mixed waste from its Direct Impact Zones (DIZ) and Indirect Impact Zones (IIZ) villages.
Skills and livelihoods
JSW Foundation focuses on increasing the employability opportunity
through skills development of youth and women in rural areas with innovative solutions by
reviving the traditional hand weaving techniques of India. JSW Foundation partnered with
National Skills Development
Corporation (NSDC) and supporting Skills Impact Bond for employment
linked skills development of youth.
Agri-livelihoods
JSW Foundation's efforts are aimed at sustainably enhancing the incomes
of individuals dependent on agriculture and allied sectors through institutional
strengthening. The interventions aim to contribute to secure, inclusive and sustainable
agricultural practices by working alongside farmers to increase production and income,
encouraging methods among farmers through a variety of demonstration farms, trainings, and
grassroots capacity development. JSW Foundation has partnered with agriculture
universities and Krishi Vigyan Kendras (KVKs) to get new and innovative approaches for
sustainable agriculture practices.
Promoting Sports
JSW Foundation is paving the way for the development of sports focusing
on offering comprehensive and integrated solutions for communities from infrastructure
support, to ensuring adequate nutrition and training to coaches, to partnering with
government bodies and other organisations for growth. JSW Foundation promotes sports and
provides a strong support system for India's athletes to accomplish the vision of
transforming India's sports trajectory.
Art, Culture and Heritage
JSW Foundation has focused on developing a longterm preservation and
restoration strategy to protect the country's heritage for future generations. Through
active collaborations with organisations and initiatives that preserve and promote the
art, culture and heritage of India, JSW Foundation is involved in establishing art
precincts, restoring heritage structures, and preserving history. The Foundation also
encourages artists to pursue their interest through Art Residency Programme at Hampi Art
Lab.
The Company has a CSR policy in place that has been approved by the
Company's Board of Directors and the same is available on the website of the Company at
https://www.iswsteel.in/wp-content/uploads/2025/11/
Corporate-social-responsibilitv-policv_150322.pdf.
In view of the solid foundation laid for the long-term projects in this
fiscal and the envisioned scaling up of the ongoing CSR projects, the Company shall strive
to create value for all the stakeholders. The disclosure as per Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (as amended) is annexed to this
Report as Annexure A.
13. Health and Safety
JSW Steel's commitment to health and safety is grounded in its core
philosophy of 'Better Every Day'-a belief that safety is not a compliance obligation but a
strategic enabler of operational excellence, long-term value creation, and sustainable
business growth. Safety is intrinsically woven into the Company's core values, growth
strategy, and its
aspiration to achieve globally benchmarked standards of performance.
The Company's 'Vision 2030: Zero Harm' serves as the foundation of its
health and safety framework-not merely a defined target, but a structured transformation
agenda focused on cultivating a proactive safety culture, strengthening systems and
processes, leveraging digital capabilities, and building workforce competencies that
protect every individual, every day. It reflects JSW Steel's commitment to minimising
operational risks, safeguarding employee wellbeing, and delivering industry-leading health
and safety performance.
As operations scale and project environments become increasingly
complex, JSW Steel has adopted an integrated and multi-layered safety approach. This
encompasses strong leadership oversight, behavioural interventions, continuous capability
building, deployment of digital solutions, and robust governance frameworks-ensuring
accountability and adherence to safety practices across all organisational levels, from
strategic leadership to frontline operations.
During FY 2025-26, the Company implemented several key initiatives
aimed at strengthening safety culture and advancing systemic maturity, organised across
four strategic pillars: Effective Leadership, Robust Systems, Competent Workforce, and
Digitalisation and Innovation.
Effective Leadership: Visible, accountable leadership is the
foundation of JSW Steel's safety culture.
? During FY 2025-26, the JSW Group conducted a company-wide Safety
Quizathon that engaged over 13,000 employees, building a shared awareness of safety
principles across all levels of the organisation.
? Senior officer-level employees were institutionally embedded into
safety observations and reviews, reinforcing direct frontline accountability and
signalling that safety ownership extends from the boardroom to the shop floor.
? Over 5 lakh safety observations were reported across the group during
the year, enabling systematic identification and mitigation of unsafe acts and conditions.
? The Company also launched the 'Lead the Change - Safety as a Core
Value' programme, through which over 1,100 employees across all Steel and Coated Sites
were trained to internalise safety as a personal and organisational value rather than an
externally imposed requirement.
? Leadership Gemba Walks enabled senior management to engage directly
with the workforce, modelling proactive safety behaviours on the shop floor and
reinforcing the culture of visible leadership.
? JSW Steel also presented its holistic Contractor Safety Management
framework at Worldsteel SHCO-17 in Istanbul, demonstrating its progress towards Vision
2030: Zero Harm on the global stage.
? The JSW Safety Assurance Protocol tool was launched during the year,
with all Steel and ISP sites assessed under this framework in FY 2025-26.
Robust Systems: World-class safety performance
depends on governance structures and operational systems that are
consistent, auditable, and designed for continuous improvement.
? During FY 2025-26, JSW Steel institutionalised five Group Level
Safety Subcommittees-covering Safety Observations & Audit (SO&A), Process Safety
Management (PSM), Incident Investigation (IIS), Contractor Safety Management (CSM), and
Standards, Rules & Procedures (SR&P)-to provide specialised, expert-driven
oversight across key safety domains.
? The Connected Workers (Rakshak) programme marked a significant
milestone in the year: the pilot at the Coke Oven unit of Dolvi Works was successfully
completed and is now being scaled across the full Dolvi Steel facility, with planned
coverage extending to approximately 14,000 personnel. In parallel, a pilot deployment was
initiated at SMS#2 of Vijayanagar Steel.
? Group-wide Safety Reward & Recognition Guidelines were also
established to institutionalise a culture of positive reinforcement across all sites.
? Bow-Tie Barrier Management was deployed at Vijayanagar, Dolvi, BPSL,
and Salem, supported by expert-led training, enabling the identification of top process
safety events and critical control barriers.
? PQA and CARES audits were completed for over 3500 high-risk
contractors across ISPs and Coated units, ensuring compliance with critical safety and
performance standards.
? A Progressive Consequence Management framework was standardised
across all ISPs and Coated units to promote transparent and fair handling of safety
violations.
? National Safety Week 2026 and Road Safety Week were celebrated across
the organisation through quizzes, VR experiences, awareness sessions, and reward-based
activities, engaging the broader workforce in a culture of safety.
Competent Workforce: Building a Zero Harm workplace requires a
workforce that is technically proficient, behaviourally conditioned, and continuously
developed.
? During FY 2025-26, over 78,000 workmen underwent skill and competency
assessments, enabling tailored safety training interventions aligned to individual and
site-specific risk profiles.
? A Process Safety Competency Development Programme was launched in
partnership with dss+ to elevate technical competency in process safety management.
? Subject Matter Expert (SME) Training on 15 Group Health & Safety
Standards was conducted during the year, certifying over 3000 employees and over 300
'Train the Trainer' facilitators. Equipping participants with both technical knowledge and
practical application skills.
? TapRooT? Advanced RCA Team Leader Training further equipped 119
O&M and HSE professionals with structured incident investigation methodologies to
drive incident prevention and operational excellence.
? Safety Experience Centres are now fully operational at Vijayanagar,
Dolvi, BPSL, and Salem Works, offering immersive, scenario-based training environments
that bring real-world hazard scenarios to life.
? Continuous engagement through monthly campaigns, incident reviews,
and safety skits has deepened the workforce's personal connection to safety culture,
reinforcing the principle that safety is a shared responsibility at every level of the
organisation.
Digitalisation and Innovation: Technology is being harnessed as a
force multiplier for safety at JSW Steel.
? During FY 2025-26, an industry-first conversational AI
tool-'Abhigyan' was launched at Dolvi Steel, providing real-time, multilingual access to
integrated safety standards for employees and contract workers.
? This was complemented by the deployment of a Safety Chatbot offering
24/7 multilingual access to safety standards and documents via text or voice commands,
simplifying information access for the entire workforce.
? Electronic Permit to Work (E-PTW) systems were implemented across key
sites, improving compliance, control, and transparency in high-risk work authorisation.
? VR-based training modules were deployed for immersive hazard
identification and practical skills development, with over 11,000 contractor workers
trained through 22 Virtual Reality modules during the year.
JSW Steel remains resolutely committed to its journey towards Zero
Harm. The Company will continue to evolve its safety systems, strengthen governance, and
integrate cutting-edge digital solutions across its operations. Through deeply rooted
leadership, robust systems, an empowered workforce, and innovation-led digitisation, JSW
Steel is on a sustained trajectory to set new benchmarks for health and safety
performance-not only within the Indian steel industry, but across the global metals and
mining sector.
14. Human Resources
Our vision, "bring positive transformation to every life we
touch", guides our everyday actions, influences decisionmaking, and fuels our growth
journey. It reflects how we
collaborate and innovate. At the heart of our organisation's ethos lie
our values: commitment, courage, agility, collaboration, and compassion.
JSW Steel believes that its people are the foundation on which its
long-term success rests. The Company's commitment to building a capable, engaged, and
inclusive workforce has continued to guide its human resource strategy through the year,
with a focus on strengthening technical capabilities, nurturing leadership, and fostering
an environment where every employee can contribute, grow, and feel valued. Our ongoing
efforts to enhance employee experience have yielded positive results with JSW Steel's
continued certification as a Great Place to Work in FY 2025-26.
The year under review has reinforced the Company's belief that
sustained business performance is inseparable from the development and wellbeing of its
people. The HR strategy has remained anchored in three priorities: building enduring
capabilities, strengthening the culture of inclusion, and supporting employee wellbeing.
Diversity & Inclusion
Diversity and inclusion are critical to our talent management strategy
and are integral to our equal opportunity policy. Diversity is far more than a metric for
us. We believe that uniting individuals from varied backgrounds and perspectives
cultivates a culture of innovation and resilience.
This year, we achieved a 1% increase in women's representation compared
to the previous year. Women now comprise 8% of our total workforce, making steady progress
towards gender balance. This underscores our ongoing commitment to build an inclusive,
equitable, and empowering workplace for all. In a significant stride towards enhancing
gender diversity in our leadership pipeline, we welcomed 220 female Graduate Engineer
Trainees from some of the best institutes in the country.
This progress is enabled by a broad portfolio of programme that support
women across every stage of their careers. Springboard is one such career-acceleration
programme for women employees at JSW Steel, aimed at improving leadership readiness,
strategic thinking, business understanding, and confidence for future management roles.
Together with Women of the Future, Women Wednesday, our 1 -to-1 maternity support
programme, and strengthened DEI governance through the JSW Steel Diversity Council,
Springboard reflects our commitment to enabling women employees to grow, lead, and thrive
at every stage of their careers.
Learning & Development
The JSW Technical Academy continues to play a central role in building
and upskilling the Company's technical talent, with structured learning pathways designed
to meet the evolving demands of the steel industry. During the year, 1,613 learners
participated in the Technical Academy, while 7,373 learners participated in e-learning
programs across all platforms. At the consolidated level, employees
participating in online and classroom training sessions clocked over
9,47,000 learning hours. This reflects a robust learning ecosystem that offers employees a
broad spectrum of opportunities across functional, behavioural, and leadership domains,
while also expanding access to globally benchmarked content through the Skills
Certification Platform to strengthen capabilities in line with international standards.
Leadership Development
The Company's leadership development agenda remains anchored in three
flagship programmes tailored to distinct talent segments. At the senior level, the
Strategic Leadership Development Programme saw 12 leaders complete a Brown University-led
curriculum that deepened strategic thinking, leadership capability, and understanding of
the external trends influencing business and growth. For middle management, the Future Fit
Leaders programme enabled 42 identified leaders to undertake a structured leadership
journey with the Indian School of Business and Cornell University, designed to build
strategic perspective and accelerate readiness for larger responsibilities. In parallel,
the Technical Leaders Programme, delivered in partnership with Carnegie Mellon, IIT
Kanpur, and BITS Pilani, has supported 136 employees over the past two years in completing
a technical skills development journey centred on specialised certifications and applied
learning across emerging areas including Industry 4.0, smart manufacturing, design
thinking, IoT, platform management, and analytics.
These initiatives are reinforced by a formal successionplanning
framework that ensures successors are identified and groomed for all critical roles,
providing the organisation with the depth and readiness it needs to sustain leadership
continuity.
Wellbeing
The JSW We Care initiative continues to provide confidential
counselling support to employees and their families round the clock. During the year, over
3,729 new employees registered for the programme, with counselling sessions conducted
across personal, emotional, and professional dimensions. Family members of employees have
also registered with the programme and are actively availing the counselling support
extended to them, reflecting the Company's belief that caring for its people means caring
for those who matter most to them.
Digital Initiatives
In addition to the Company's cloud-based HRMS, several digital HR
platforms continue to strengthen employee experience by improving ease of access, process
efficiency, and consistency of service delivery across locations. Among these, the travel
portal streamlines travel-related requests and approvals, while the expense management and
reimbursement platform enhances convenience through smoother claim submission, tracking,
and settlement. Collectively, these platforms contribute to a more seamless, responsive,
and employeecentric digital experience.
As the Company continues to invest in its people, it remains committed
to building a workforce that is capable, engaged, inclusive, and ready for the future, in
the firm belief that its people will remain the most enduring source of its competitive
advantage.
15 Awards
During FY 2025-26, the Company received several national and
international recognitions for its industry-leading sustainability performance. Details of
location-specific awards and recognitions feature in the 'Management Discussion and
Analysis' section of this Annual Report.
D. CORPORATE GOVERNANCE
The Board believes that robust corporate governance is fundamental to
long-term value creation, effective risk management and sustained stakeholder confidence.
The Company's governance framework is designed not only to ensure compliance with
applicable laws and regulations but also to support ethical conduct, transparency,
accountability and sustainable business performance.
The Company's governance practices are anchored in clearly defined
roles and responsibilities for the Board, its Committees, and the management, supported by
well established policies, processes and internal controls. These arrangements provide a
structured framework for strategic oversight, performance monitoring and responsible
decision-making across the organisation.
1. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profit in the Statement of profit and loss. Accordingly, the Company has not transferred
any amount to the 'Reserves' for the year ended 31 March 2026.
2. Management Discussion and Analysis
Management Discussion and Analysis is provided as a separate section in
the Integrated Report.
3. Integrated Report
Pursuant to the guidance issued by the Securities and Exchange Board of
India (SEBI), the Company continues to adopt Integrated Reporting principles to provide a
holistic view of its strategy, governance, performance and prospects. The Integrated
Report is structured around the concept of value creation over the short, medium and
long-term and reflects the interdependencies between financial, manufactured, human,
intellectual, social and relationship, and natural capital.
The Company published its first Integrated Report in FY 2017-18,
aligned with the Integrated Reporting Framework laid down by the International Integrated
Reporting Council (now consolidated into the IFRS Foundation). Over the years, the
reporting approach has evolved to improve the clarity, consistency and relevance of
disclosures, responding to the expectations of investors, regulators and other
stakeholders.
Alignment with Global and National Frameworks:
The Company's governance and reporting practices are aligned with
leading national and global frameworks to ensure consistency, transparency and
comparability of disclosures. These frameworks also inform policy formulation, risk
assessment and performance monitoring across the organisation. Key frameworks considered
include the Global Reporting Initiative (GRI) Standards, the United Nations Sustainable
Development Goals (UN SDGs), the Carbon Disclosure Project (CDP), the United Nations
Global Compact (UNGC) principles and the National Guidelines on Responsible Business
Conduct (NGRBC).
The articulation of the Company's governance approach and long-term
value creation model through these frameworks has contributed to strengthening the quality
and credibility of its corporate reporting.
4. Corporate Governance Report
The Company has complied with the requirements of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and amendments thereof (SEBI LODR Regulations) regarding corporate governance. A
report on the Company's Corporate Governance practices and the Auditors' Certificate on
compliance of mandatory requirements thereof are given as an annexure to this Report and
the same is also available on the website of the Company at
https://www.iswsteel.in/investors/.
5. Business Responsibility and Sustainability
Report (BRSR)
The Company is committed to conducting its business ethically,
transparently and with accountability to all stakeholders, while balancing economic
performance with social and environmental responsibility.
In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business Responsibility
and Sustainability Report (BRSR), together with the Report on assurance
of the BRSR Core issued by an Independent Assurance provider, is being presented to the
stakeholders as a part of this Integrated Report. The Report on assurance is also
available on the website along with the BRSR Report: https://www.iswsteel.in/
investors/business-responsibilitv-sustainabilitv-report/. The Company continues to enhance
the governance, systems and processes supporting sustainability data collection and
reporting to ensure accuracy, timeliness and transparency.
The Board reviews the Company's BRSR and BRSR Core disclosures to
satisfy itself regarding their completeness, reliability and alignment with the Company's
governance framework, risk management processes and sustainability priorities.
Governance, Risk Management and Controls:
The Company's corporate governance framework operates in conjunction
with its enterprise risk management processes to identify, assess and mitigate strategic,
operational, financial, regulatory and sustainability-related risks in a timely manner.
The Board and its Committees provide oversight on key risk areas and monitor the
effectiveness of controls and mitigation measures.
The Company has instituted systems and processes to support transparent
and reliable reporting, strengthen internal controls and reinforce accountability across
the organisation, thereby supporting informed decisionmaking and long-term value creation.
6. Directors and Key Management Personnel
In accordance with the provisions of Section 152 of the Companies Act,
2013 (the Act) and in terms of the Articles of Association of the Company, Mr. Sajjan
Jindal (DIN: 00017762) retires by rotation at the forthcoming Annual General Meeting (AGM)
and, being eligible, offers himself for re-appointment. The proposal regarding his
re-appointment is placed for approval by the shareholders.
On the recommendation of Nomination and Remuneration Committee, the
Board of Directors appointed Mr. Shyamal Mukherjee (DIN:03024803), as an Additional
Director of the Company, in the category of Independent Director, with effect from 23 July
2025, in terms of Section 161 of the Companies Act, 2013 and Article 123 of the Company's
Articles of Association, to hold office up to the next Annual General Meeting. Pursuant to
the recommendation of Nomination and Remuneration Committee and the Board of Directors of
the Company, the members, at the Annual General Meeting held on 25 July 2025, appointed
Mr. Shyamal Mukherjee as the Independent Director of the Company for a period of 5 years
up to 22 July 2030.
Mr. Haigreve Khaitan (DIN: 00005290), who completed his second term of
5 years as an Independent Director of the Company on 22 July 2025, ceased to be an
Independent Director of the Company with effect from 23 July 2025.
The Board places on record its appreciation for the contribution made
by Mr Haigreve Khaitan during his tenure on the Board of the Company.
Mr Seturaman Mahalingam (DIN: 00121727) will be completing his second
term of 5 years as an Independent Director of the Company on 20 July 2026 and,
accordingly, will cease to be Independent Director of the Company.
Ms. Fiona Jane Mary Paulus (DIN: 09618098), who was appointed as
Director of the Company in the category of Independent Director, holds office up to 26 May
2027 ('first term' in terms of Section 149(10) of the Companies Act, 2013). The Company
has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of
the Company proposing the re-appointment of Ms. Fiona Jane Mary Paulus for the Office of
Director of the Company in the category of Independent Director for a second term up to 26
May 2032.
Further, in the opinion of the Board, Ms. Fiona Jane Mary Paulus is a
person of high integrity, expertise and experience and qualifies to be appointed as an
Independent Director of the Company. The Board recommends re-appointment of Ms Fiona Jane
Mary Paulus as an Independent Director for a second term of five years up to 26 May 2032.
Apart from the changes as mentioned above, there were no changes in the
composition of the Board and the key managerial personnel of the Company during the year
under review.
7. Particulars of Employees
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014
(i) The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the FY 2025-26, ratio of the remuneration
of each Director to the median remuneration of the employees of the Company for the FY
2025-26 are as under:
| Sr. No. Name of Director/KMP and
Designation |
% Increase / (Decrease) in Remuneration
in the FY 2025-26A |
Ratio of Remuneration of each Director
to Median Remuneration of Employees |
| Independent Directors* |
|
|
| 1. Mr. Seturaman Mahalingam Independent
Director |
11% |
11:1 |
| 2. Mrs. Nirupama Rao Independent Director |
11% |
11:1 |
| 3. Ms. Fiona Jane Mary Paulus Independent
Director |
11% |
11:1 |
| 4. Mr. Marcel Fasswald Independent Director |
11% |
11:1 |
| 5. Mr. Sushil Kumar Roongta Independent
Director (w.e.f. 25.10.2024)# |
N.A. |
11:1 |
| 6. Mr. Shyamal Mukherjee Independent Director
(w.e.f. 23.07.2025)#@ |
N.A. |
N.A. |
| 7. Mr. Haigreve Khaitan Independent Director
(till 22.07.2025)#@ |
N.A. |
N.A. |
| Nominee Directors* |
|
|
| 8. Mr. Hiroyuki Ogawa Nominee of JFE Steel
Corporation, Japan (Equity Investor S Foreign Collaborator) |
|
6:1 |
| 9. Ms. Khushboo Goel Chowdhary Nominee of
KSIIDC (Equity Investor) (w.e.f. 11.10.2024)# |
N.A. |
6:1 |
| Executive Directors/KMP |
|
|
| 10. Mr. Sajjan Jindal** Chairman S
Managing Director |
18% |
645:1 |
| 11. Mr. Jayant Acharya *** Joint
Managing Director S CEO |
0% |
164:1 |
| 12. Mr. Gajraj Singh Rathore **** Whole time
Director & Chief Operating Officer |
12% |
103:1 |
| 13. Mr. Arun Maheshwari Director (Commercial
Marketing) (w.e.f. 08.11.2024)* |
N.A. |
73:1 |
| 15. Mr. Swayam Saurabh Chief Financial
Officer (w.e.f. 01.06.2024)* |
N.A. |
63:1 |
| 16. Mr. Manoj Prasad Singh Company Secretary
(in the interim capacity) (w.e.f. 24.01.2025)* |
N.A. |
17:1 |
A % Increase in Remuneration in the Financial Year 2025-26 for
Independent Directors is in view of increased Commission payable to Independent Directors
as determined by the Board in Financial Year 2025-26.
•Since the remuneration of these Directors and KMPs is only for
part of the year or part of the previous year, percentage increase/decrease in
remuneration over previous year is not comparable and hence not disclosed.
@ Since the remuneration of these Directors is only for part of the
year, the ratio of their remuneration to median remuneration is not comparable and hence
not disclosed.
'Remuneration to Independent and Nominee directors include commission
and sitting fee.
''Remuneration includes commission. Increase in remuneration is on
account of higher commission in FY 2025-26.
'''Remuneration includes taxable perquisite from Employee Stock Option
Scheme. Percentage change in remuneration in FY 2025-26 is less than 0.50% due to lower
perquisite value of options exercised compared to previous year.
''''Remuneration includes taxable perquisite from Employee Stock Option
Scheme. Increase in remuneration in FY 2025-26 is due to annual revision in salary and
higher perquisites value of options exercised in FY 2025-26.
(ii) The median remuneration of employees of the Company during the
financial year was '9.02 lakh.
(iii) In the financial year, there was an increase of 5.21% in the
median remuneration of employees.
(iv) There were 16,083 permanent employees on the rolls of Company as
on 31 March 2026 comprising 14,792 males and 1,291 females.
(v) Average percentage increase made in the salaries of employees other
than the managerial personnel in FY 2025-26 and its comparison with the percentile
increase in managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration -
| Average percentage increase in the managerial
remuneration |
9.15 % |
| Average percentage increase already made in
the salaries of employees other than the managerial personnel in the last financial year |
10.35 % |
(vi) It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Rules, a statement showing the names and other
particulars of employees drawing remuneration in excess of the limits set out in the said
Rules forms part of this Report. Further, the Report and the Annual Accounts are being
sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act,
the said statement will be open for inspection upon request by the Members. Any Member
interested in obtaining such particulars may write to the Company Secretary.
8. Policy on Directors' Appointment and
Remuneration
Matching the needs of the Company and enhancing the competencies of the
Board are the basis for the Nomination and Remuneration Committee to select a candidate
for appointment to the Board.
The current policy is to have a balanced mix of executive and
non-executive Independent Directors to maintain the independence of the Board and separate
its functions of governance and management. As on 31 March 2026, the Board of Directors
comprised of 12 Directors, of which 8 are Non-Executive Directors, including 2 Nominee
Directors. The number of Independent Directors is 6 including 2 women directors.
The policy of the Company on Directors' appointment, including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters, as required under sub-section (3) of Section 178 of the Act, is governed by the
Nomination Policy. The remuneration paid to the directors is in accordance with the
remuneration policy of the Company. The Policy is available on the Company's website:
https://www.jswsteel.in/wp-content/ uploads/2025/11/Remuneration-Policy-V.2.03.pdf
More details on the Company's policy on Director appointment and
remuneration and other matters provided in Section 178(3) of the Act have been disclosed
in the Corporate Governance Report, which forms part of this report.
9. Declaration of Independence of Directors
The Company has received necessary declaration from each of the
Independent Directors under Section 149(7) of the Act that he/she meets the criteria of
independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI LODR
Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. In terms of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the
Company have enrolled themselves on the Independent Directors' Databank as on the date of
this Report.
10. Board Evaluation
The Board carried out an annual performance evaluation of its own
performance, the performance of the Independent Directors individually as well as the
evaluation of the working of the Committees of the Board. The performance evaluation of
all the Directors was carried out by the Nomination and Remuneration Committee. The
performance evaluation of the Chairman and the NonIndependent Directors was carried out by
the Independent Directors. Details of the same are given in the Report on Corporate
Governance annexed hereto. The Directors expressed their satisfaction with the evaluation
process.
11. Auditors and Auditors' Report
(a) Statutory Auditors and Audit Report
At the Company's 28th AGM held on 20 July 2022, M/s. S R B C
& CO LLP (324982E / E300003), Chartered Accountants, were appointed as the Statutory
Auditor of the Company for a term of 5 years to hold office from the conclusion of the 28th
Annual General Meeting until the conclusion of the 33rd Annual General Meeting
of the Company.
The Statutory Auditors have issued an unmodified opinion on the
financial statement of the Company for the financial year ended 31 March 2026 and the
Auditor's Report for the year under review does not contain any qualification,
reservation, adverse remark or disclaimer.
The Notes on financial statements referred to in the Auditor's Report
are self-explanatory and do not call for any further comments.
The Statutory Auditors have not reported any instance of material fraud
committed in the Company by its officers or employees to the Audit Committee under Section
143(12) of the Act, details of which needs to be mentioned in this Report.
(b) Cost Records and Cost Auditor
Pursuant to Section 148(1) of the Act, the Company is required to
maintain cost records as specified by the Central Government and accordingly such accounts
and records are made and maintained.
Pursuant to Section 148(2) of the Act, read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost
accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held
on 14 May 2026, has on the recommendation of the Audit Committee, re-appointed M/s. Shome
& Banerjee, Cost Accountants (Firm Registration Number: 000001) to conduct the audit
of the
cost accounting records of the Company for FY 2026-27 on a remuneration
of '25,00,000 plus taxes as applicable and reimbursement of actual travel and
out-of-pocket expenses. The remuneration is subject to the ratification of the members in
terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014
and is accordingly placed before the members for ratification.
The due date for filing the Cost Audit Report of the Company for the
financial year ended 31 March 2025, was 30 September 2025, and the same was filed in XBRL
mode on 14 August 2025.
(c) Secretarial Auditor and Secretarial Audit
Pursuant to the provisions of Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
the amended provisions of Regulation 24A of SEBI (Listing and Obligations and Disclosure
Requirements) Regulations, 2015, the Members of the Company at the Annual General Meeting
held on 25 July 2025 approved the appointment of M/s. S. Srinivasan & Co., (ICSI UIN :
S1984TN002200) a firm of Company Secretaries in Practice, as Secretarial Auditors of the
Company to conduct secretarial audit for a period of 5 (Five) years commencing from FY
2025-26 to FY 2029-30. The Report of the Secretarial Audit is annexed herewith as Annexure
B. The report does not contain any observation or qualification requiring explanation
or comments from the Board under Section 134(3) of the Act.
Secretarial Audit of Material Unlisted Indian
Subsidiary Companies
a) JSW Vijayanagar Metallics Limited
M/s. S. Srinivasan & Co., Practicing Company Secretaries (ICSI UIN
: S1984TN002200), had undertaken secretarial audit of the Company's material subsidiary
i.e., JSW Vijayanagar Metallics Limited (JVML) for FY 2025-26. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer. As
per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the
Secretarial Auditor is annexed herewith as Annexure B1.
b) Bhushan Power & Steel Limited
M/s. S. Srinivasan & Co., Practicing Company Secretaries (ICSI UIN
: S1984TN002200), had undertaken secretarial audit of the Company's material subsidiary
i.e., Bhushan Power & Steel Limited (BPSL) for FY 2025-26. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer. As
per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the
Secretarial Auditor is annexed herewith as Annexure B2.
c) JSW Steel Coated
Products Limited
M/s. Makrand M Joshi & Co., Practicing Company Secretaries (ICSI
UIN : P2009MH007000), had undertaken secretarial audit of the Company's material
subsidiary i.e., JSW Steel Coated Products Limited (JSCPL) for FY 2025-26. The Secretarial
Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the
Report of the Secretarial Auditor is annexed herewith as Annexure B3.
Annual Secretarial Compliance Report
During the period under review, the Company has complied with the
applicable Secretarial Standards notified by the Institute of Company Secretaries of
India. The Company has also undertaken an audit for FY 2025-26 pursuant to Regulation 24A
of the SEBI LODR Regulations. The Annual Secretarial Compliance Report has been submitted
to the Stock Exchanges on 5 May 2026, which is within 60 days of the end of the financial
year ended 31 March 2026.
12. Risk Management
The Company has put in place a well-defined, robust Enterprise Risk
Management (ERM) framework to identify and manage key risks for achieving its strategic
objectives. This framework has matured over the past years.
The ERM framework provides a structured approach to identify,
prioritise, manage, monitor, and report on key and emerging risks. The Company adheres to
the globally recognised Committee of Sponsoring Organisations (COSO) framework for ERM,
which facilitates the seamless integration of internal controls into Company's business
processes.
JSW Steel's risk management approach incorporates both bottom-up and
top-down strategies. The bottom- up process involves the identification and regular
assessment of risks by Company's plants and corporate functions, followed by the
implementation of effective mitigation strategies. Concurrently, Risk Management Group
(Senior Leadership Team) of the Company and the Risk Management Committee (RMC) of the
Board of Directors adopt a top-down approach to identify and evaluate long-term,
strategic, and macro risks to business.
The RMC, operating as a sub-committee of the Board of Directors,
oversees the entire risk management process within the organisation. Chaired by an
Independent Director, the RMC ensures that the Company's ERM framework effectively
addresses the following critical aspects:
? Prudently taking intended risks to plan for the best and prepare for
the worst.
? Executing decided strategies and plans with a focus on action.
? Avoiding, mitigating, transferring (such as through insurance), or
sharing (like through subcontracting) unintended risks, such as performance, incident,
process, and transaction risks.
The probability of happening or impact of these risks is reduced
through tactical and executive management, policies, processes, inbuilt system controls,
MIS, and internal audit reviews.
The Company recognises that emerging and identified risks must be
mitigated to:
? Protect the interests of our shareholders and other stakeholders.
? Achieve business objectives.
? Enable sustainable growth.
The Committee has framed the Risk Management policy of the Company that
is approved by the Board.
13. Internal Controls, Audit and Internal Financial Controls
The Company has a robust system of internal control, commensurate with
the size and nature of its business and complexity of its operations.
Internal Control
The system of internal control includes following significant features:
? Preparation of annual budgets and its regular monitoring.
? Control over transaction processing and ensuring integrity of
accounting system by deployment of integrated ERP system.
? Well documented authorisation matrix, policies, procedures and
guidelines covering all important operations of the Company.
? Deployment of compliance tool to ensure compliance with laws,
regulations and standards.
? Adequate insurance of the Company's assets/ resources to protect
against any loss.
? A comprehensive Information Security Policy and continuous updation
of IT systems.
The Board has appointed Audit Committee members which comprises
Independent Directors who are experts in their field.
The Audit Committee regularly reviews audit plans, significant audit
findings, adequacy of internal controls and monitors implementation of audit
recommendations.
Internal Audit
The Company has a strong and independent internal audit function that
inculcates global best standards and practices of international majors into the Indian
operations. Internal Audit Department consists of professionally qualified accountants and
engineers. The Chief Internal Auditor reports directly to Chairman of Audit Committee.
Internal Audit Department has successfully integrated the COSO framework in its audit
process to enhance the quality of its financial reporting, compatible with business
ethics, effective controls and governance.
The Company extensively practices delegation of authority across its
functions, which creates effective checks and balances within the system to arrest all
possible gaps. The internal audit team has access to all information in the
organisation-this is largely facilitated by ERP implementation across the organisation.
The Company has implemented an internal audit software to record, track
and close internal audit observations.
At the start of the year, Internal Audit function prepares an Annual
Audit Plan after considering business and process risks. The frequency of the audit is
decided by risk ratings of areas/functions. The audit plan is carried out by the internal
team and reviewed periodically to include areas that have assumed significant importance
in line with the emerging industry trend and the aggressive growth of the Company. In
addition, the Company uses services of external expert firms including reputed accounting
firms to conduct audit of critical areas.
Internal Financial Controls
As per Section 134(5)(e) of the Act, the Directors have an overall
responsibility for ensuring that the Company has implemented a robust system and framework
of internal financial controls.
The Company had already developed and implemented a framework for
ensuring internal controls over financial reporting. This framework includes entity-level
policies, processes controls, IT General Controls and Standard Operating Procedures (SOP).
The entity-level policies include antifraud policies (such as Code of
conduct, Conflict of interest, Confidentiality and Whistle Blower policy) and other
polices (such as organisation structure, insider trading policy, HR policy, IT Security
policy, Treasury policy and Business Continuity and disaster recovery plan). The Company
has also prepared risk control matrix for each of its processes such as procure to pay,
order to cash, hire to retire, treasury, fixed assets, inventory, record to report and
enterprise level controls.
These internal controls are reviewed by internal and statutory auditors
every year. The Company has carried out evaluation of design and effectiveness of these
controls and noted no material weaknesses which can impact financial reporting.
14. Share Capital
The Company's Authorised Share capital during the financial year ended
31 March 2026, remained at '1,09,80,00,00,000 divided into 70,30,00,00,000 (seven thousand
and thirty crore) equity shares of face value of ' 1 (Indian Rupee one only) each and
3,95,00,00,000 (three hundred and ninety-five crore) preference shares of face value of
'10 (Indian Rupees Ten only) each. The Company's paid-up equity share capital remained at
'2,44,54,53,966 (Indian Rupees two hundred
and forty-four crore fifty-four lakhs fifty-three thousand nine hundred
and sixty-six only) comprising 2,44,54,53,966 (two hundred and forty-four crore fifty-four
lakhs fifty- three thousand nine hundred and sixty-six) equity shares of '1 (Indian Rupee
one only) each whereas the paid-up preference share capital of the Company for the
financial year ended 31 March 2026 was Nil.
15. Deposits
The Company has not accepted any deposits from the public. Therefore,
it is not required to furnish information in respect of outstanding deposits under
Companies (Acceptance of Deposits) Rules, 2014 and Companies (Accounts) Rules, 2014.
16. Foreign Currency Bonds
As on 31 March 2026, the outstanding Notes issued by JSW Steel Limited
in the international market aggregates to $1 billion and outstanding Notes issued by its
wholly- owned subsidiary Periama Holdings LLC is $750 million. These notes are listed on
the Singapore Exchange Securities Trading Limited. In addition, bonds aggregating to $185
million have been issued by Jefferson County Port Authority, (a port authority and body
corporate and politic organised and existing under the laws of the State of Ohio, USA) and
are outstanding as on 31 March 2026. These bonds are guaranteed by JSW Steel Limited and
the proceeds of the bonds were utilised for extending a loan to JSW Steel (USA) Ohio,
Inc., a subsidiary of the JSW Steel Limited.
17. Issuance of Non-Convertible Debentures
During FY 2025-26, the Company has not issued any Non-Convertible
Debentures. As on 31 March 2026, the outstanding Non-Convertible Debentures (NCDs) issued
by the Company aggregates to '6,750 crore. All the outstanding NCDs are listed on BSE
Limited.
18. Credit Rating
During FY 2025-26, the credit ratings of the Company were reaffirmed or
placed on rating watch with positive implications. The summary of the Credit Ratings is as
under:
| Particulars |
CARE Ratings |
ICRA |
India Ratings and Research |
| Ratings for Long-term Bank Facilities,
NonConvertible Debentures of JSW Steel Limited |
CARE AA Stable |
ICRA AA Placed on Rating Watch with Positive
Implication |
IND AA Placed on Rating Watch with Positive
Implication |
| Ratings for the Shortterm Bank facilities and
Commercial Paper of JSW Steel Limited |
CARE A1 + |
ICRA A1+ |
Not Rated |
| Particulars |
Moody's |
Fitch |
Japan Credit Rating Agency (JCR) |
Rating and Investment Information, Inc
(R&I) |
| Long-term Corporate Family Rating/ Issuer
Default Rating and Senior Unsecured Notes of JSW Steel Limited |
Ba1 Positive |
BB Placed on Rating Watch Positive |
A- Stable |
A- Stable |
| Senior Unsecured Rating on Periama Holdings
LLC |
Ba1 Positive |
BB Placed on Rating Watch Positive |
Not Rated |
Not Rated |
| Guaranteed Revenue Bonds issued by Jefferson
County Port Authority |
Ba1 Positive |
Not Rated |
Not Rated |
Not Rated |
In October 2025, Moody's Investors Service has changed outlook to
'Positive' from 'Stable' while reaffirming JSW Steel Limited Corporate Family
Rating (CFR) and its senior unsecured notes rating at 'Ba1'. At the same time,
Moody's Investors Service has also changed outlook to 'Positive' from 'Stable'
while reaffirming senior unsecured rating on Periama Holdings LLC, a wholly-owned
subsidiary of the Company and the rating on the $185 million guaranteed revenue bonds
issued by Jefferson County Port Authority at 'Ba1'.
In January 2026, Fitch Ratings has placed 'BB' Long-Term Issuer
Default Rating (IDR) of JSW Steel Limited on 'Rating Watch Positive'. The agency has
also placed the 'BB' rating on the outstanding bonds of the Company and its wholly-
owned subsidiary, Periama Holdings, LLC, on 'Rating Watch Positive'.
In December 2025, Japan Credit Rating Agency, Ltd, (JCR) Japan has
assigned rating of 'A-' with 'Stable' Outlook, an investment grade rating, to
JSW Steel Limited Foreign Currency Long Term Issuer Rating and Local Currency LongTerm
Issuer Rating. The credit rating is above the India's sovereign rating of BBB+ with Stable
outlook as assigned by JCR.
In December 2025, Rating and Investment Information, Inc (R&I)
Japan has assigned an Issuer rating of 'A-' with 'Stable' Outlook, an investment
grade rating, to the Company. The credit rating is above the India's sovereign rating of
BBB+ with Stable outlook as assigned by R&I.
In July 2025, CARE Ratings Ltd has reaffirmed 'CARE AA'; with Stable
Outlook for JSW Steel Limited Issuer Rating and rating for Long-term Bank Facilities and
Non-Convertible Debentures. The ratings on Short-term Bank facilities and Commercial
Papers were reaffirmed at 'CARE A1+'.
In December 2025, ICRA Limited has placed the 'AA' Ratings on
'Rating Watch with Positive Implications' of JSW Steel Limited for Long-term Bank
Facilities and Non-Convertible Debentures. The ratings on Short-term Bank facilities and
Commercial Papers were reaffirmed at ICRA 'A1+'.
In December 2025, India Ratings has placed the 'AA' Ratings on
'Rating Watch with Positive Implications' of JSW Steel Limited for Long-term Issuer
Rating and NonConvertible Debentures.
19. Employee Stock Ownership Plans (ESOP Plans)
The Board of Directors of the Company, at its meetings held on 29
January 2016 formulated the JSWSL Employees Stock Ownership Plan - 2016 (ESOP 2016 Plan)
and at its meeting held on 21 May 2021 formulated the Shri. OP Jindal Employees Stock
Ownership Plan (JSWSL) - 2021 (OPJ ESOP Plan) and JSWSL Shri. OP Jindal Samruddhi Plan -
2021 (JSWSL OPJ Samruddhi Plan 2021), to be implemented through the JSW Steel Employees
Welfare Trust (Trust), with an objective of enabling the Company to attract and retain
talented human resources by offering them the opportunity to acquire a continuing equity
interest in the Company, which will reflect their efforts in building the growth and the
profitability of the Company. These ESOP Plans involve acquisition of shares from the
secondary market.
JSWSL Employees Stock Ownership Plan - 2016 (ESOP
2016 Plan) :
A total of 2,86,87,000 options were available for grant to the eligible
employees of the Company and its Director(s), excluding Independent Directors and promoter
Directors, and a total of 31,63,000 options were available for grant to the eligible
employees of the Indian Subsidiaries of the Company and their Director(s), excluding
Independent Directors, under the ESOP 2016 Plan.
As against this, 1,59,44,271 options were granted over a period of
three years under this plan by the JSWSL ESOP Committee to the eligible employees of the
Company and its Indian subsidiaries, including the Whole-time Directors of the Company.
In terms of Clause 4 of the ESOP Plan 2016, that came into force with
effect from 01 April 2016, the ESOP Plan 2016 was terminated on 31 March 2026, upon
completion of the exercise period. As on the termination date, no options were outstanding
to be exercised.
There were no material changes in the ESOP 2016 Plan during the year
and the same were in compliance with the ESOP Regulations.
Shri. OP Jindal Employees Stock Ownership Plan
(JSWSL) - 2021 (OPJ ESOP Plan)
A total of 47,00,000 options were available for grant to the eligible
employees of the Company and its Director(s), excluding Independent Directors and promoter
Directors, and a total of 3,00,000 options were available for grant to the eligible
employees of the Indian Subsidiaries of the Company and their Director(s), excluding
Independent Directors, under the OPJ ESOP Plan.
In addition to the above, pursuant to the approval of the shareholders
at the 30th AGM held on 26 July 2024, a total of 60,00,000 options would also
be available to the eligible employees of the Company and its Director(s), excluding
Independent Directors, out of which up to
20,00,000 options would be available for grant to the eligible
employees of the Indian Subsidiary Company(ies) of the Company and its Director(s),
excluding Independent Directors. If such 20,00,000 options are not utilised for the
employees of the subsidiaries, the Nomination and Remuneration Committee may at its
discretion, grant such options to the eligible employees of the Company.
There were no material changes in the OPJ ESOP Plan during the year and
the same are in compliance with the ESOP Regulations.
The maximum value and share options that can be awarded to eligible
employees is calculated by reference to certain percentage of individuals fixed salary
compensation. 25% of the grant would vest at the end of the first year, 25% of the grant
would vest at the end of the second year and
50% of the grant would vest at the end of the third year with a vesting
condition that the employee is in continuous employment with the Company till the date of
vesting. 40% of the grants vesting are linked to employees continuing in service and the
balance 60% grant vesting is linked to achievement of business targets in the respective
years of vesting.
As against the above options, 13,35,285, 16,10,800, 12,16,672,
12,13,539 and 18,80,936 options have been granted during FY 2021-22, FY 2022-23, FY
2023-24, FY 2024-25 and FY 2025-26, respectively, under this plan by the JSWSL ESOP
Committee/Nomination and Remuneration Committee of the Board of the Company to the
eligible employees of the Company and its Indian Subsidiaries, including the Whole-time
Directors of the Company.
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.
|
No. of Options Granted to
Whole-time Directors (WTD) of the Company |
| JSWSL ESOP Committee Meeting |
Total No. of Options |
Mr. Jayant Acharya |
Mr. Gajraj Singh Rathore$ |
Mr. Arun Sitaram Maheshwari# |
|
|
Granted |
ESOP 2016 Plan |
OPJ ESOP Plan |
ESOP 2016 Plan |
OPJ ESOP Plan |
ESOP 2016 Plan |
OPJ ESOP Plan |
| 17 May 2016 (1st Grant) |
74,36,850 |
1,79,830 |
-- |
1,41,300 |
-- |
1,92,680 |
-- |
| 16 May 2017 (2nd Grant) |
51,18,977 |
1,19,436 |
-- |
1,02,374 |
-- |
1,19,436 |
-- |
| 15 May 2018 (3rd Grant) |
33,88,444 |
81,985 |
-- |
76,129 |
-- |
76,129 |
-- |
| Total |
1,59,44,271* |
3,81,251 |
-- |
3,19,803 |
-- |
3,88,245 |
-- |
| 7 August 2021 (1st Grant) |
13,03,401 |
-- |
11,667 |
|
11,667 |
-- |
-- |
| 31 January 2022 (1st Supplementary
grant) |
8,900 |
-- |
-- |
|
|
-- |
-- |
| 31 March 2022 (2nd Supplementary
grant) |
22,984 |
-- |
-- |
|
|
-- |
-- |
| Total FY 2021-22 |
13,35,285** |
|
11,667 |
|
11,667 |
-- |
-- |
| 7 August 2022 (2nd Grant) |
16,03,300 |
|
12,700 |
|
12,700 |
-- |
-- |
| 27 March 2023 (Supplementary Grant) |
7,500 |
-- |
-- |
|
|
-- |
-- |
| Total FY 2022-23 |
16,10,800** |
-- |
12,700 |
|
12,700 |
-- |
-- |
| 7 August 2023 (3rd Grant) |
11,83,788 |
-- |
28,514 |
-- |
19,028 |
-- |
-- |
| 1 October 2023 (Supplementary Grant) |
2,300 |
-- |
-- |
-- |
-- |
-- |
-- |
| 11 October 2023 (Supplementary Grant) |
24,184 |
-- |
-- |
-- |
-- |
-- |
-- |
| 1 January 2024 (Supplementary Grant) |
6,400 |
-- |
-- |
-- |
-- |
-- |
-- |
| Total FY 2023-24 |
12,16,672** |
-- |
28,514 |
|
19,028 |
-- |
-- |
| 7 August 2024 (4th Grant) |
12,04,538 |
- |
11,100 |
|
11,100 |
-- |
-- |
| 1 January 2025 (Supplementary Grant) |
9,001 |
- |
- |
- |
- |
-- |
-- |
| Total FY 2024-25 |
12,13,539** |
|
11,100 |
- |
11,100 |
-- |
-- |
| 15 May 2025 (Supplementary Grant)? |
1,500 |
|
|
|
|
|
|
| 1 July 2025 (Supplementary Grant)? |
1,447 |
|
|
|
|
|
|
| 7 August 2025 (5th Grant) |
18,54,400 |
- |
13,300 |
- |
13,300 |
- |
13,300 |
| 17 February 2026 (Supplementary Grant) |
23,589 |
- |
- |
- |
- |
-- |
-- |
| Total FY 2025-26 |
18,80,936** |
- |
13,300 |
- |
13,300 |
- |
13,300 |
*ESOP 2016 Plan ** OPJ ESOP Plan 2021
$Mr. Gajraj Singh Rathore was appointed as Whole-time Director w.e.f.
19 May 2023. Any options granted under ESOP 2016 Plan or OPJ ESOP Plan appearing prior to
his appointment as Whole-time Director were granted to him in capacity of an employee of
the Company.
*Mr. Arun Sitaram Maheshwari was appointed as Whole-time Director
w.e.f. 08 November 2024. Options granted under ESOP 2016 Plan appearing prior to his
appointment as Whole-time Director were granted to him in capacity of an employee of the
Company.
@These grants were supplementary to the grants made on 7 August, 2024
JSWSL Shri. OP Jindal Samruddhi Plan - 2021 (JSWSL OPJ Samruddhi Plan
2021)
JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 (JSWSL OPJ Samruddhi Plan
2021 or Plan) was approved by a special resolution passed by the shareholders of the
Company on 21 July 2021. The Plan is applicable only for permanent employees of the
Company and its Indian subsidiaries, working in India (excluding a probationer and a
trainee) in the grade L01 to L15 (Eligible Employee), who are not covered under the OPJ
ESOP Plan.
Grant of stock options under the Plan shall be as per the terms and
conditions as may be decided by the ESOP Committee/Nomination and Remuneration Committee
from time to time in accordance with the provisions of Companies Act, 2013, the rules made
thereunder and ESOP Regulations. The Plan implemented through the JSW Steel Employees
Welfare Trust (ESOP Trust) involves acquisition of equity shares of the Company from the
secondary market for this purpose.
A total of 67,00,000 options were available for grant to the eligible
employees of the Company and a total of 13,00,000 options were available for grant to the
eligible employees of the Indian subsidiaries of the Company, under the Plan. Out of the
grants made against the said available options, 16,64,466 granted options got lapsed on
separation of employees upon resignation before full vesting of grants made to them, and,
consequently, again became available for granting to the eligible employees.
As against the aforementioned available options, 79,09,150, 15,700,
11,94,200 and 3,26,400 options have been granted during FY 2021-22, FY 2022-23, FY 2023-24
and FY 2024-25, respectively, under this plan by the JSWSL ESOP Committee/Nomination and
Remuneration Committee of the Board of the Company to the eligible employees of the
Company and its Indian subsidiaries. Options granted in FY 2023-24 and FY 202425 includes
options lapsed and further granted.
There were no material changes in the JSWSL OPJ Samruddhi Plan 2021
during the year and the same are in compliance with the ESOP Regulations.
The applicable disclosures relating to ESOP Plans, as stipulated under
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021; and the amendments thereof (ESOP Regulation) pertaining to the
year ended 31 March 2026, are available on the Company's website at https://www.
iswsteel.in/investors/shareholders-information/ and form a part of this Report.
Voting rights on the shares, if any, as may be issued to employees
under the aforesaid ESOP plans are to be exercised by them directly or through their
appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Act is not
applicable.
The Certificate from the Secretarial Auditors of the Company certifying
that the Company's Stock Option Plans are being implemented in accordance with the ESOP
Regulations and the resolution passed by the Members, would be
available for inspection during the meeting in electronic mode and the same may be
accessed upon login to https://evoting.kfintech.com.
20. Directors' Responsibility Statement
Pursuant to the requirements 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 iudgements and estimates have been made that are reasonable and prudent to give a true
and fair view of the Company's state of affairs as on 31 March 2026, and of the Company's
profit for the year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) The annual financial statements have been prepared on a going
concern basis.
e) Internal financial controls were laid down to be followed and that
such internal financial controls were adequate and operating effectively.
f) Proper systems were devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
21. Related Party Transactions
Related Party Transactions (RPT) that were entered into during the
financial year were at arm's length basis and predominantly in the ordinary course of
business. Specific approvals as required under the Companies Act, 2013 have been obtained
for transactions that were not in the ordinary course of business.
The policy on dealing with RPT as approved by the Board is uploaded on
the Company's website https://www.isw.in/ investors/investor-relations-steel
Regulation 23(1) read with Schedule XII of the SEBI LODR Regulations,
as amended with effect from 19 December 2025, prescribes that in the case of listed
entities having annual consolidated turnover exceeding '40,000 crore, a related party
transaction shall be considered material if its value, individually or taken together with
previous transactions during a financial year, exceeds '3,000 crore plus 2.5% of the
consolidated turnover in excess of '40,000 crore or '5,000 crore, whichever is lower
(prior to amendment - '1,000 crore or 10% of annual
consolidated turnover of the Company as per the last audited financial
statements of the Company, whichever is lower). In terms of Regulation 23(4), all such
material related party transactions shall require prior approval of the shareholders by
way of an ordinary resolution. The provisions of Regulation 23(5) of SEBI LODR Regulations
provides exemption for obtaining prior approval of the shareholders for the RPTs entered
into between a holding company and its wholly-owned subsidiary whose accounts are
consolidated with such holding company and placed before the shareholders at the general
meeting for approval and RPT transactions entered into between two wholly-owned
subsidiaries of the listed holding company, whose accounts are consolidated with such
holding company and placed before the shareholders at the general meeting for approval.
The said limits are applicable, even if the transactions are in the
ordinary course of business of the concerned company and at an arm's length basis. The
amended Regulation 2(1)(zc) of the SEBI LODR Regulations has also enhanced the definition
of related party transactions which now includes a transaction involving a transfer of
resources, services or obligations between a listed entity or any of its subsidiaries on
one hand and a related party of the listed entity or any of its subsidiaries on the other
hand, regardless of whether a price is charged or not. Further, any transaction between
the Company or any of its subsidiaries on one hand, and any other person or entity on the
other hand, the purpose and effect of which is to benefit a related party of the listed
entity or any of its subsidiaries would be considered as RPTs regardless of whether a
price has been charged.
Accordingly, RPTs of the Company and its subsidiaries exceeding the
applicable materiality threshold as determined under Regulation 23(1) read with Schedule
XII (subiect to an overall cap of '5,000 crore) shall require prior approval of the
shareholders of the Company and no related party shall vote to approve such resolutions
whether the entity is a related party to the particular transaction or not.
The Related Party Transactions policy of the Company can be accessed on
the Company's website as mentioned above.
The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all related party transactions and subsequent
material modifications between the Company and Related Parties. This policy specifically
deals with the review and approval of RPT, keeping in mind the potential or actual
conflicts of interest that may arise because of entering into these transactions. All RPTs
are placed before the audit committee which comprises of only Independent Directors for
review and approval. Prior omnibus approval is obtained for RPT that are of repetitive
nature and/or entered in the ordinary course of business and are at arm's length. All RPTs
are subjected to independent review by a reputed accounting firm to establish compliance
with the requirements of RPT under the Act, Regulation 23 of the SEBI LODR Regulations and
compliance with arm's length requirements.
The Company did not enter into any contracts, arrangements or
transactions with related parties that fall under the scope of Section 188(1) of the
Companies Act, 2013. As required under the Act, the prescribed Form AOC-2 is appended as Annexure
C to the Board's report.
Please refer to Note No. 43 to the standalone financial statements,
which sets out related party disclosures.
22. Subsidiaries, Joint Ventures and Associates
The Company has 46 subsidiary companies, 19 joint venture companies and
5 associate companies as on 31 March 2026. During the year under review, the Board of
Directors reviewed the affairs of material subsidiaries. There has been no material change
in the nature of the business of the subsidiaries.
The Company has, in accordance with Section 129(3) of the Act, prepared
consolidated financial statements of the Company and all its subsidiaries, associates and
ioint ventures which form part of the integrated report. Further, the report on the
performance and financial position of each subsidiary, associate and ioint venture and
salient features of their financial statements is forming part of the consolidated
financial statements in the prescribed Form AOC-1.
In accordance with the provisions of Section 136 of the Act and the
amendments thereto, read with the SEBI LODR Regulations, the audited financial statements,
including the consolidated financial statements and related information of the Company and
financial statements of the subsidiary companies are available on the website of the
Company at www.isw.in.
The names of companies that have become or ceased to be subsidiaries,
ioint ventures and associates during the year under review are as follows:
(i) Companies which have become subsidiaries, ioint ventures or
associate companies during FY 2025-26:
| S. No. Name of the Company |
| Subsidiaries |
| 1 JSW Kalinga Steel Limited (with effect from 26 April
2025 till 26 March 2026)* |
| 2 JSW Sambalpur Steel Limited (with effect from 30
September 2025 till 26 March 2026)** |
| 3. APJSW Private Limited (with effect from 25 August
2025) |
| 4. Saffron Resources Private Limited (with effect from 3
December 2025) |
| 5. Minas de Revuboe Limitada (with effect from 26 March
2026) |
| Joint Ventures |
| 1. One Helix Limited (with effect from 13 December 2025) s |
| 2. JSW JFE Kalinga Steel Limited (with effect from 27
March 2026) (formerly known as JSW Kalinga Steel Limited) * |
| 3. JSW JFE Steel Limited (with effect from 27 March 2026)
(formerly known as JSW Sambalpur Steel Limited) ** |
| Associates |
| 1. JSW Renewable Energy (Anjar) Limited (with effect from
29 May 2025) |
| 2 JSW Dulux Limited (with effect from 10 December 2025)
(formerly known as Akzo Noble India Limited) ? |
* upon incorporation as a wholly owned subsidiary of Piombino Steel
Limited, a subsidiary of JSW Steel Limited.
** upon incorporation as a wholly-owned subsidiary of JSW JFE Kalinga
Steel Limited (formerly known as JSW Kalinga Steel Limited), a stepdown subsidiary of JSW
Steel Limited.
* upon becoming Joint Venture company of Piombino Steel Limited, a
subsidiary of JSW Steel Limited.
* Being a wholly owned subsidiary of JSW JFE Kalinga Steel Limited, a
Joint Venture Company
$ Joint Venture by virtue of becoming wholly owned subsidiary of JSW
One Platform Limited, a joint venture company of JSW Steel Limited
@ Associate by virtue of acquisition by JSW Paints Limited, an
associate of JSW Steel Limited
(ii) Companies which have ceased to become subsidiaries, joint venture
or associate companies (including joint venture Companies) during the FY 2025-26:
S.
No Name of the Company Joint Venture
1. JSW JFE Electrical Steel Nashik Private Limited (with effect from 08
November 2025) *
$ Pursuant to the Order of Regional Director, Registrar of Companies,
Mumbai, sanctioning the Scheme of Amalgamation of JSW JFE Electrical Steel Nashik Private
Limited with its holding company Jsquare Electrical Steel Nashik Private Limited vide the
order dated 04.11.2025 and filing of Form INC-28 by respective companies with Registrar of
Companies. Further, pursuant to the sanctioned Scheme and upon filing of INC-22 with the
Registrar of Companies, Mumbai, the name of Jsquare Electrical Steel Nashik Private
Limited was changed to JSW JFE Electrical Steel Nashik Private Limited with effect from
01.12.2025.
23. Disclosures
(a) Number of Meetings of the Board of Directors
During the year, eight (8) board meetings were convened and held, the
details of which are given in the corporate governance report. The intervening gap between
the meetings was within the period prescribed under the Act and Regulation 17 of the SEBI
LODR Regulations.
(b) Audit Committee
The Audit Committee comprises of three Non-Executive Independent
Directors. Mr. Seturaman Mahalingam is the Chairman of the Audit Committee. The members
possess adequate knowledge of accounts, audit, finance, etc. The composition of the Audit
Committee meets the requirements of Section 177 of the Act and Regulation 18 of the SEBI
LODR Regulations. There are no recommendations of the Audit Committee that have not been
accepted by the Board.
(c) Copy of Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 (Act) copies of the Annual Return of the Company prepared in accordance with
Section 92(1) of the Act read with Rule 11 of the Companies (Management and
Administration) Rules, 2014 for FY 2025-26 is placed on the website of the Company and is
accessible at the web-link: https://www.jswsteel.in/
investors/disclosures-under-regulation-46-of-the-lodr/.
(d) Whistle Blower Policy/Vigil Mechanism
The Company has a vigil mechanism named Whistle Blower Policy/Vigil
Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same
are given in the corporate governance report. The Whistle -Blower Policy is placed on the
website of the Company at the web-link: https://www.iswsteel.in/investors/isw-steel-
governance-and-regulatorv-information-policies-0
The Whistle Blower Policy/Vigil Mechanism has been formulated by the
Company with a view to provide a mechanism for directors and employees of the Company to
approach the Ethics Counsellor/Chairman of the Audit Committee of the Board to report
genuine concerns about unethical behaviour, actual or suspected fraud or violation of the
Code of Conduct or ethics policy or any other unethical or improper activity including
misuse or improper use of accounting policies and procedures resulting in
misrepresentation of accounts and financial statements and incidents of leak or suspected
leak of unpublished price sensitive information. The Company is committed to adhere to the
highest standards of ethical and legal conduct of business operations and in order to
maintain these standards, the Company encourages its employees who have genuine concerns
about suspected misconduct to come forward and express these concerns without fear of
punishment or unfair treatment.
The Whistle Blower Policy/Vigil Mechanism also provides safeguards
against victimization or unfair treatment of the employees who avail of the mechanism. The
Company affirms that no personnel have been denied access to the Audit Committee or the
whistle blower reporting mechanism.
The following steps have been taken to strengthen the Whistle-blower
Mechanism.
Awareness of the Policy
1. Regular communication from the Desk of Group HR to make employees
aware of the policy.
2. Display of email address and Toll-Free Phone numbers at prominent
places in the offices and plant locations.
3. Wallet Cards & Laptop Stickers showcasing the Ethics Helpline
details shared with new joiners during their induction and placed at business centre.
4. Awareness of Whistle Blower Policy for new joiners covered during
their induction.
5. Complaints from suppliers and customers to be entertained.
Receipts of Complaints
1. All the 'Complaints' under this policy may be reported via the
Ethics Helpline or directly to audit committee chairman/ethics counsellor.
2. The Ethics Helpline is a third-party service and is available in
multilingual. 'Reporters' can access the helpline through Phone, Email, Web Portal or Post
Box. The complaints are processed by trained professionals to assure collection of
accurate information and protection of the 'Reporters' confidentiality.
3. The complaints after processing are forwarded to the Head of Group
Ethics Committee, who in turn will forward to the Ethics Counsellor or to the Chairman of
the Audit Committee as laid down in the Whistle Blower Policy, with recommendations.
I f a complaint is received by any other executive of the Company, the
same is forwarded to the Head of Group Ethics Committee for further processing to report
to ethics counsellor with recommendation.
Investigation
1. All complaints received are reviewed by Head of Group Ethics
Committee and investigation are conducted confidentially, with due protection of the
whistleblower's identity, and involve collection of relevant facts, evidence, and
stakeholder inputs.
2. Upon completion, the investigation findings and recommendations of
Group Ethics Committee are submitted to the Ethics Counsellor for appropriate action.
Closure
1. Based on the investigation findings and recommendation of Group
Ethics Committee, the ethics counsellor decides appropriate corrective, disciplinary and
preventive actions in line with the Company's policies and applicable laws.
2. Implementation of the recommended actions is monitored to ensure
effective resolution.
3. The case is formally closed after all necessary actions are
completed or approved, and records of the complaint, investigation, and closure are
maintained for future reference and compliance.
(e) Particulars of loans, guarantees or
investments under Section 186 of the Act
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act are given in the notes to the financial statements.
(f) Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
The Hon'ble Supreme Court pronounced the judgment dated September 26,
2025 (SC Judgement), in the appeals filed by the erstwhile promoters and certain
operational creditors of Bhushan Power and Steel Ltd. (BPSL). The Hon'ble Supreme Court
dismissed the appeals filed by the erstwhile promoters and certain operational creditors
and upheld the judgement of the National Company Law Appellate Tribunal dated February 17,
2020. The SC Judgement is a landmark judgement concerning one of the largest corporate
resolutions in the history of the Insolvency and Bankruptcy Code, 2016 (IBC Code) and has
preserved the integrity and sanctity of the IBC Code by upholding the finality of
implemented resolution plans by successful resolution applicants. The Hon'ble Supreme
Court also noted the substantial efforts of the Company in resolving and turning around
BPSL as a profitmaking company.
There are no other significant or material orders passed by the
regulators/courts/tribunals that could impact the going concern status of the Company and
its future operations.
However, members' attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the financial statements.
(g) Particulars regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo
Information in accordance with the provisions of Section 134(3)(m) of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo, is given in the
statement annexed (Annexure D) hereto and forms a part of this Report.
(h) Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees)
are covered under this policy. The Company has also complied with the provisions related
to constitution of Internal Complaints Committee (ICC) under the said Act to redress
complaints received regarding sexual harassment. The Company received a total of 4
complaints pertaining to sexual harassment during FY 2025-26. Of these, 3 were resolved
during the financial year, while 1 complaint was pending for resolution as on 31 March
2026. There were no complaints pending for more than 90 days as on 31 March 2026.
(i) Compliance with Maternity Benefit Act, 1961
During the FY 2025-26, the Company has complied with all the applicable
provisions relating to the Maternity Benefit Act, 1961.
The Company remains committed to fostering an inclusive workplace and
ensuring the welfare, health and well-being of its women employees.
(j) Other disclosures/reporting
There has been no change in the nature of business of the Company as on
the date of this Report. Further, there were no material changes and commitments affecting
the financial position of the Company between the end of the financial year and the date
of this Report.
The Board of Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions pertaining to these items during the year
under review:
1) Details relating to deposits covered under Chapter V of the Act.
2) Issue of eguity shares with differential rights as to dividend,
voting or otherwise.
3) Issue of shares (including sweat eguity 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 eguity shares.
6) Receipt of remuneration or commission by Managing Director or the
Whole-time Directors of the Company from any of its subsidiary companies of the Company.
7) Details regarding the difference in valuation between a one-time
settlement and valuation for obtaining loans from banks or financial institutions.
8) Details of any application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of
the financial year.
24. ACKNOWLEDGMENT
The Directors place on record their sincere appreciation for the
continued support and cooperation received from the Government of India, the State
Governments of Karnataka, Maharashtra, Tamil Nadu, Odisha, Goa, Andhra Pradesh, Gujarat,
West Bengal, and Jharkhand, as well as the Governments of the Republic of Chile,
Mauritius, Mozambigue, Italy, the United States of America, the United Kingdom, and
Australia.
The Directors also acknowledge the support of regulatory authorities,
stock exchanges, financial institutions, banks, shareholders, debenture holders, debenture
trustees, and other stakeholders during the year under review.
The Directors further place on record their appreciation for the
unstinted dedication and commitment of the Company's employees.
|
For and on behalf of the Board |
|
Sd/- |
|
SAJJAN JINDAL |
| Place: Mumbai |
CHAIRMAN & MANAGING DIRECTOR |
| Date : May 14, 2026 |
DIN: 00017762 |
|