As on: Jul 10, 2025 06:12 PM
To the Members of JSW Steel Limited,
The Board of Directors of JSW Steel Limited ('JSW Steel' or 'Company') is pleased to present the Eighth Integrated Annual Report, along with the financial statements of the Company, for the financial year ended March 31, 2025. A brief summary of the Company's standalone and consolidated performance is given below:
A. FINANCIAL PERFORMANCE
A.1 Results
A.2 Exceptional items
Exceptional items of Consolidated results for the year
ended March 31, 2025, consist of:
- The Company had submitted a notice for surrender of Jajang iron ore mining lease located in the district of Keonjhar, Odisha due to un-economic operations. Pursuant to the approval of the Final Mine Closure Plan by Indian Bureau of Mines (IBM), Ministry of Mines on October 9, 2024, the Company had submitted an application for surrender of Jajang Iron ore Block. Accordingly, the Company had recognised a net provision amounting to 1342 crore on September 30, 2024, pertaining to the underlying carrying value of assets, inventory (excluding net impact of net realisable value provided for on planned dispatches) and site restoration liability. An implementation certificate of the Final Mine Closure Plan was issued by IBM on April 7, 2025, which, as a process of surrender, has been submitted to the Govt. of Odisha on April 10, 2025.
- The Company pursuant to a detailed feasibility study concluded that the Banai and Bhalumuda Coal Block was not suitable from the techno-commercial perspective and decided not to go ahead with the investment to develop the Coal Block. The coal block was terminated by Ministry of Coal. Accordingly, the bid security forfeiture and related expenditure amounting to 1103 crore were charged off to the statement of Profit and Loss.
- 144 crore towards stamp duty on slump sale of Salav unit having DRI capacity of 0.9 MTPA along with its auxiliary units to JSW Green Steel Limited, a wholly owned subsidiary of the Company, in line with the Group's strategy for setting up green steel plant.
Exceptional items Standalone results for the year ended March 31, 2025, consist of:
- The Company had submitted a notice for surrender of Jajang iron ore mining lease located in the district of Keonjhar, Odisha due to un-economic operations. Pursuant to the approval of the Final Mine Closure Plan by Indian Bureau of Mines (IBM), Ministry of Mines on October 9, 2024, the Company had submitted an application for surrender of Jajang Iron ore Block. Accordingly, the Company had recognised a net provision amounting to 1342 crore, pertaining to the underlying carrying value of assets, inventory (excluding net impact of net realisable value provided for on planned dispatches) and site restoration liability. An implementation certificate of the Final Mine Closure Plan was issued by IBM on April 7, 2025, which, as a process of surrender, has been submitted to the Government of Odisha on April 10, 2025.
- The Company pursuant to a detailed feasibility study concluded that the Banai and Bhalumuda Coal Block was not suitable from the techno-commercial perspective and decided not to go ahead with the investment to develop the Coal Block. The Coal Block was terminated by Ministry of Coal. Accordingly, the bid security forfeiture and related expenditure amounting to 1103 crore were charged off to the statement of Profit and Loss.
- Gain of 11,449 crore recorded on the sale of the Salav unit comprising a 0.9 MTPA DRI plant and auxiliary facilities, to JSW Green Steel Limited, a wholly owned subsidiary through a slump sale, as part of Company's strategy to set up an integrated steel plant at Salav, aimed at reducing its carbon footprint.
- Gain of 11,454 crore recorded pursuant to buyback of shares by Piombino Steel Limited, a subsidiary of the Company.
- Impairment provision of 13,762 crore towards loans given to subsidiaries in US and in Mauritius based on recoverability assessment carried out for respective underlying businesses.
A.3 Dividend
The Board of Directors of the Company had approved a Dividend Distribution Policy on January 31, 2017, in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the Company's website: https://www.iswsteel.in/investors/ isw-steel-governance-and-regulatorv-information- policies-0.
In terms of the policy, equity shareholders of the Company may expect dividend if the Company has surplus funds and after taking into consideration the relevant internal and external factors enumerated in the policy for declaration of dividend.
The policy also enumerates that efforts will be made to maintain a dividend payout (including dividend distribution tax and dividend on preference shares, if any) in the range of 15% to 20% of the consolidated net profit of the Company, in any financial year, subject to compliance of covenants with lenders/bondholders
I n line with the said policy, the Board of Directors have recommended a dividend of 12.80 per equity share (17.30 per equity share last financial year on 2,44,54,53,966 equity shares) on 2,44,54,53,966 equity shares of 11 each of the Company, for the year ended March 31, 2025, subject to the approval of the members at the ensuing Annual General Meeting. This dividend payout ratio works out to 19.65% of the consolidated net profit for FY 2024-25. The total outflow on account of equity dividend will be 1685 crore, vis a vis 11,785 crore paid out for FY 2023-24.
B. OPERATIONAL PERFORMANCE
B.1 Consolidated Results
I n FY 2024-25, the Company reported its highest ever annual consolidated crude steel production of 27.79 MnT, with an average capacity utilisation of 91% at Indian operations. Crude steel production increased by 5.1% y-o-y upon commissioning of the 4.5 MTPA Blast Furnace, one converter and two casters and allied integrated steel making facility by JSW Vijayanagar Metallics Limited (JVML), a wholly owned subsidiary of the Company, commissioning of the Phase II expansion at Bhushan Power & Steel Limited (BPSL) to 4.5 MTPA and better production volumes from Raigarh unit.
During the year under review, the Company reported its highest ever annual steel sales volume of 26.45 MnT, up 6.7% y-o-y. The consolidated Indian operations domestic sales stood at 23.58 MnT, an increase of 14.6% y-o-y, driven by robust domestic demand for steel. The Company achieved its highest year Value-Added Special Products (VASP) sales at 15.40 MnT, an increase of 5.1% y-o-y, and accounted for 62% of the total sales (excluding JVML volumes) for the year. The Company's branded products' sales stood at 46% of the total retail sales as against 48% in FY 2024-25. The consolidated Indian operations export of steel products stood at 2.08 MnT, down by 38.6% y-o-y and accounting for 8.1% of the total sales, as against 14.2% in FY 2023-24.
The Company achieved 98% of its production and sales guidance for the year. The EAF-based steel manufacturing facility in Ohio, USA, produced 8,90,182 net tonnes of Slabs during FY 2024-25. Capacity utilisation was 61% during the year. Sales volumes for FY 2024-25 stood at 2,30,897 net tonnes of HRC and 6,31,763 net tonnes of Slabs.
In FY 2024-25, the Company's consolidated revenue from operations decreased by 3.5% y-o-y to Rs168,824 crore, primarily on account of lower sales realisations due to the decline in steel prices partially offset by the higher volumes. 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 EBITDA was Rs22,904 crore, a decrease of 18.9% y-o-y with an EBITDA margin of 13.6%. EBITDA per tonne was Rs8,672 during FY 2024- 25, down by 23.9% y-o-y, primarily on account of the decrease in net sales realisation partially offset by decrease in manufacturing cost per tonne.
The domestic subsidiaries posted an operating EBITDA of Rs4,792 crore, as against an operating EBITDA of Rs5,025 crore during the previous year, primarily due to lower EBITDA from Bhushan Power & Steel Limited, partially offset from higher EBITDA at JSW Steel Coated Products Limited and JSW Vijayanagar Metallics Limited. The overseas subsidiaries posted an operating negative EBITDA of Rs43 crore, as against an operating EBITDA of Rs1,203 crore during the previous year, on account
of lower profitability from US Baytown operations and US Ohio operations, and JSW Italy operations due to subdued pricing environment.
The depreciation and amortisation charge for FY 202425 was Rs9,309 crore, a 13.9% y-o-y increase due to depreciation charge on account of project capitalisation at JVML, BPSL and sustaining capex. Finance costs were Rs8,412 crore, an increase of 3.8% y-o-y, primarily due to higher borrowings and interest charged to the statement of profit and loss on account of assets capitalisation relating to capital projects and sustaining capital expenditure.
The Company's net profit stood at Rs3,491 crore for FY 2024-25, vis-a-vis Rs8,973 crore in FY 2023-24 primarily on account of lower EBIDTA and higher depreciation and interest costs partially offset by lower tax costs. 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 March 31, 2025, was Rs81,666 crore compared to Rs79,776 crore, as on March 31, 2024. The Company's spending on capex expenditure aggregated to around Rs14,656 crore. The Company's consolidated net gearing (net debt-to- equity) as on March 31, 2025, stood at 0.94x (versus 0.91x as on March 31, 2024) and net debt-to-EBITDA stood at 3.34x (versus 2.58x, as on March 31, 2024).
The Hon'ble Supreme Court pronounced the judgment dated May 2, 2025, rejecting Company's resolution plan for Bhushan Power & Steel Limited ('BPSL'), a subsidiary of the Company and directing the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated March 6, 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC).
The Company has carried out an assessment of control as per Ind AS 110 - "Consolidated Financial Statements" and based on legal opinion obtained by the Company, has concluded that the Company has control over BPSL as at the date of the balance sheet and have continued with the consolidation of BPSL financial statements with the Company. Accordingly, Revenue from Operations and Profit before Tax include Rs21,440 crores and Rs260 crores respectively pertaining to BPSL.
The Company is carrying amount of the net assets relating to BPSL included in the Consolidated Financial Results as at March 31, 2025 is Rs14,091 crores. Further the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated March 6, 2020 and judgement dated May 2, 2025, ESCROW Agreement with erstwhile lenders of the Committee of Creditors and legal opinion obtained by the Company, has concluded that the recoverable amount is sufficient enough to cover the carrying value
of the net assets of BPSL and hence no provision is required to be made for the net assets included in the consolidated financial statements of the Company as on March 31, 2025. In the opinion of the Board, the Company's Resolution Plan for BPSL is in compliance with law and the Company has implemented the Resolution Plan as approved by the National Company Law Appellate Tribunal. The Company has taken all steps to successfully revive BPSL to its present status today.
The Company, in consultation with its legal advisors, is in the process of evaluating all options to finalise the legal remedies including Review of judgement dated May 2, 2025 of the Hon'ble Supreme Court. Pending the outcome of such actions, no adjustments have been made since the Company believes that there is no adverse material impact on the Standalone and Consolidated Financial Statements as on and for the year ended March 31, 2025.
B.2 Standalone Results
In FY 2024-25, JSW Steel reported its highest ever crude steel production at 22.47 MnT with an average capacity utilisation of 92%. The Crude steel production increased by 1% y-o-y.
The Company reported its highest ever steel sales volume at 21.74 MnT, which grew by 2.5% y-o-y. Domestic sales stood at 20.50 MnT, an increase of 8.1% y-o-y. The domestic steel demand grew by 11.5% y-o-y to 152 MnT driven by the government's thrust on infrastructure, housing construction, the growing share of manufacturing in GDP, and increased demand from the auto sector. The Company exported 1.24 MnT of steel, down 44.8% y-o-y and accounted for 5.7% of the total sales, as against 10.6% in FY 2023-24.
Revenue from operations declined 5.4% y-o-y to Rs127,702 crore, primarily due to decline in sales realisation both in domestic and export sales, which was partially offset by an increase in sales volumes.
The Company achieved an annual Operating EBITDA of Rs18,381 crore, a decrease of 16.3% y-o-y with an EBITDA margin of 14.4%. EBITDA per tonne was at Rs8,453 during FY 2024-25, lower by 18.4% y-o-y primarily on account of decrease in net sales realisation in FY 2024-25, partially offset by decrease in iron ore and coal prices.
The depreciation and amortisation charge for the year was Rs5,913 crore, up 8.8% 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 Rs6,486 crore, an increase of 6.2% y-o-y primarily on account of higher borrowings and on account of capitalisation of project capital expenditure and sustaining capital expenditure.
Profit after tax decreased by 27.4% y-o-y to Rs5,837 crore primarily on account of lower EBIDTA and higher depreciation and interest costs partially offset by lower tax costs. The Company's net worth stood at Rs79,839 crore, as on March 31, 2025, vis-a-vis Rs75,283 crore, as
on March 31, 2024. Gearing (net debt-to-equity) was at 0.62x (as against 0.67x) and net debt to EBITDA stood at 2.69x (as against 2.31x).
The Company through its subsidiary Piombino Steel Limited ("PSL") had invested in BPSL and the carrying amount of its investments in and loans given to PSL aggregates to Rs 9,215 crores as at March 31, 2025. Further, the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated March 6, 2020 and the judgement dated May 2, 2025, the ESCROW Agreement with erstwhile lenders of Committee of Creditors and legal opinion obtained by the Company, and concluded that the recoverable amount is sufficient enough to cover the carrying values in the books and hence no provision is required to be made for the investments in and loans given to PSL as on March 31, 2025.
B.3 Performance of Subsidiaries and Joint Ventures (JVs)
The Company had 43 direct and indirect subsidiaries, 17 JVs and 3 associates, as on March 31, 2025, which includes certain domestic subsidiaries acquired or incorporated during FY 2024-25. 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.jswsteel.in/ investors/jsw-steel-disclosure-46Rssection=financial- subsidiaries-india. The Company shall provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.
The details of the major subsidiaries and JVs are given below:
(I) Indian Subsidiaries
1. JSW Vijayanagar Metallics Limited (JVML)
JVML, a wholly owned subsidiary of the Company is setting up a 5 MTPA Steel manufacturing facility at Vijayanagar, in the state of Karnataka which includes Blast Furnace (BF), Steel Melting Shop (SMS), Hot Strip Mill (HSM) (including Plate Mill) and other auxiliary units (together 'the facility') to manufacture steel products across the supply chain.
On March 17, 2024, JVML started commissioning of the reheating furnaces and roughing mils of the HSM facility relating to plate manufacture and reached desired level of output and capacity utilisation by March 29, 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 capability of manufacturing plates/coils and is equipped with advanced features which can produce superior value-added grades.
During the year, JVML has successfully commissioned a 4.5 MTPA capacity BF. It is ramping well and operating at over 90% capacity utilisation in March 2025. JVML has also commissioned Steel Melt Shop with a capacity of 3.3 MTPA with one converter and both casters fully operational. The second converter at the SMS is expected to be commissioned in Q2 FY 2026. 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 2024-25, JVML registered a crude steel production of 0.80 MnT (including trial run 0.33 MnT). The sales volume was 0.96 MnT (including trial run 0.04 MnT). The operating EBITDA was 1159 crore. Revenue from operations and net loss was 15,641 crore and 1497 crore, respectively, for FY 2024-25.
2. Bhushan Power and Steel Limited (BPSL)
On March 26, 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.
I n FY 2021-22, following BPSL's robust operational and financial performance, JSW Steel on October 1, 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 October 1, 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 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 currently at 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.
For FY 2024-25, BPSL reported its highest ever annual crude steel production at 3.54 MnT. The crude steel production increased by 11.3% y-o-y. BPSL also produced pig iron of 0.29 MnT during FY 2024-25.
BPSL reported its highest ever annual steel sales of 3.31 MnT, up 11.7% y-o-y. The total revenue from operations was at 121,440 crore as compared to 121,893 crore in the previous year. EBITDA decreased from 12,765 crore in FY 2023-24 to 12,212 crore in FY 2024-25, primarily on lower sales realisations, which was partially offset by lower coking coal prices. Profit after tax stood at 1260 crore vis-a-vis 1674 crore in FY 2023-24.
During the year, PSL, the holding company of BPSL, offered buyback of its shares. On account of the buy back, JSWSL holding in PSL reduced from 83.28% to 82.65%.
The Hon'ble Supreme Court pronounced the judgment dated May 2, 2025, rejecting Company's resolution plan for Bhushan Power & Steel Limited (BPSL), a subsidiary of the Company and directed the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated March 6, 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC).
3. JSW Steel Coated Products Limited (JSW Steel Coated
JSW Steel Coated is the Company's wholly owned subsidiary and caters to both domestic and international markets. JSCPL manufactures value-added flat steel products comprising tin plates, galvanised and
galvalume coils/sheets and colour-coated coils/sheets. JSW Steel Coated has a total downstream capacity of 5.20 MTPA and has manufacturing facilities at Vasind, Tarapur, Kalmeshwar and Khopoli in Maharashtra, Bawal in Haryana, Rajpura in Punjab and Dhar in Indore.
Amalgamation of National Steel & Agro Industries Limited (NSAIL) with JSW Steel Coated
The Scheme of Amalgamation of National Steel and Agro Industries Limited ('NSAIL' or 'Transferor Company') with JSW Steel Coated Products Limited ('JSCPL' or 'Transferee Company') and their respective shareholders ('the Scheme') was sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench on October 3, 2024. NSAIL was a wholly owned subsidiary of JSCPL.
The said Scheme became effective on October 4, 2024 with the merger of NSAIL into JSW Steel Coated Products consequent to the filing of the certified copy of the Order of the Hon'ble National Company Law Tribunal, Mumbai Bench with the Registrar of Companies, Mumbai.
The Scheme was sanctioned with the Appointed Date of October 1, 2023.
In FY 2024-25, JSW Steel Coated reported a production (Galvanising/Galvalume products/tin product/CRCA) of 4.58 MnT, an increase by 9.3% y-o-y. Its sales volume increased by 9.7% y-o-y to 4.51 MnT. Operating EBITDA increased to 11,781 crore from 11,525 crore in FY 2023-24. The operating EBITDA per tonne was 13,948 and margin improved to 5.1% from 4.5% in FY 2023-24. Revenue from operations and net profit was 134,491 crore and 1490 crore for FY 2024-25 vis-a-vis 134,137 crore and 1337 crore for FY 2023-24, respectively.
The colour coated line of 0.12 MTPA in Jammu and Kashmir has been commissioned in Q4 FY2025.
JSW Steel Coated is enhancing its coated products capacity from 0.36 MTPA to 1.22 MTPA through addition of new production lines to meet the increasing demand of flat products and strengthen its market production. The new production lines include :
a. Setting up of a new pickling line of 0.7 MTPA to maintain the quality of steel strips before galvanising
b. modification of existing pickling line of 0.6 MTPA to increase the speed to 150mpm thereby increasing the production by 0.1 MTPA to 0.7 MTPA
c. setting up a new twin stand cold rolling mill of
0.6 MTPA to enhance the facility's cold rolling capabilities, supporting the processing of thinner steel strips
d. setting up two new galvanising lines - CGL#2 having a capability of processing 0.36 MTPA galvanized steel, with a provision from Galvalume, CGL#3 having a processing capability of processing 0.5 MTPA specifically to process Zero Spangle Galvanized Steel and Zinc-Aluminium-Magnesium
Steel targeted to catering to increasing market demand in India and abroad.
4. Neotrex Steel Limited (NSL)
Neotrex Steel Limited has setup a low relaxation prestressed 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 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 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, and structural support and other concrete foundations. LRPC Strands are gradually replacing traditional construction material due to construction convenience and relatively less requirement 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. The facility has been currently operating at full capacity of 1.44 lakh tonnes per annum. During the fiscal year 2024-25, NSL achieved a production volume of 85,986 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 119 crore as against 123 crore in the previous year. Its loss after tax was 112 crore in FY 2024-25 as against profit after tax of 13 crore in FY 2023-24.
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 2024-25, ARCL produced 0.65 MnT of coke and 4.02 MnT of pellets (including 3.52 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 1389 crore as against 1519 crore in the previous year. Its profit after tax decreased to 1217 crore from 1225 crore in FY 2024-25.
6. JSW Industrial Gases Private Limited (JIGPL)
JSW Industrial Gases Private Limited (JIGPL) is a wholly owned subsidiary of the Company. JIGPL is engaged in the business of production and sale 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 JIGPL for its Vijayanagar plant. Operating EBITDA for the year under review was at 140 crore, as against 140 crore in the previous year. Profit after tax was at 122 crore, compared to 119 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 and a 900 MW captive power plant in Odisha.
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 (MoEF&CC). The project is expected to generate employment opportunities in the region, which in turn will boost the economy of Odisha. Capital expenditure for the modern and environment-friendly ISP is expected to be approximately 165,000 crore including associated facilities. The land required for the project has been acquired by JUSL.
JUSL has received consent from Odisha State Control Pollution Board to establish, first phase of crude steel at 4.15 MTPA and captive jetty at 52 MTPA.
The Company is currently operating three iron ore mines in the State of Odisha. The mining operations commenced in July 2020 and the iron ore mined from these mines is being supplied to Company's plant locations across India and also sold to third parties. The iron ore from Barbil mines is transported directly to plants or first transported to the Paradip Port and other eastern ports like Dhamra, Gopalpur etc. and then shipped from these ports to the ports in the vicinity of the Company's plant locations.
Movement of iron ore from the Company's mines from Barbil to Paradip Port or to other eastern ports through rail is constrained due to inadequate supply of railway rakes in the region. In addition, the presence of multiple steel players and the Company transporting iron ore from this region, has led to congestion on railway routes and frequent unavailability of rakes leading to logistics bottlenecks for the movement of iron ore. These logistics constraints have led to movement of iron ore by road resulting in increased transportation costs for the Company. Further, National Environmental Engineering Research Institute (NEERI) recommended evacuation of ore in any mine with more than 5 million tonnes per annum capacity only by rail/ pipe conveyor/ slurry pipeline. Although this evacuation requirement is recommended at present, however, it may become mandatory in future. Considering these logistical bottlenecks and exorbitant transportation costs incurred through road transport, the Company explored options for setting up the slurry pipeline, either itself, or through third parties that may be able to set up the
slurry pipeline as well as operate the same on a longterm basis.
Accordingly, in order to actualise the benefits of the slurry pipeline in terms of cost savings and as a longterm sustainable logistics solution for transportation of iron ore and considering the unavailability of third-party service providers, the Board of Directors of the Company, in its meeting held on January 21, 2022 approved setting up of 30 MTPA slurry pipeline (including filtration plant) from the Nuagaon mine to Jagatsinghpur in the State of Odisha by JUSL.
The Board of Directors had approved the capital expenditure to be incurred by JUSL for setting up: (a) a 30 MTPA, slurry pipeline extending for 302 kilometres ("KMs") from the Nuagaon mines to Jagatsinghpur; and (b) an 8 MTPA pellet plant at Jagatsinghpur including land acquisition, land development, power, water and other infrastructure for the proposed integrated steel plant.
The Pellet plant is expected to be commissioned in FY 2026-27. The iron ore transported by the slurry pipeline to Jagatsinghpur will be converted to pellets, and then shipped by sea from the Jatadhar Port to JSWSL's steel plants or third parties, thus providing an integrated raw material supply chain, providing substantial efficiency, cost reduction and raw material security.
In line with the National Steel Policy and growth prospects, the Company has outlined its vision for growing its steel business to 51.5 MTPA by financial year ending on March 31, 2031. With a view to fund its capex programme, the Company plans to focus on core steel business to optimise capital allocation and engage dedicated entities having core expertise to set up infrastructure, utilities and ancillary facilities. Accordingly, the Board of Directors of the Company approved the transfer of the under-construction slurry pipe line to JSW Infrastructure Limited. The Shareholders of the Company also approved the transaction by way of postal ballot on January 16, 2025.
Pursuant to the Shareholders approval, the slurry pipeline undertaking was transferred to JSW Infrastructure Limited on a slump sale basis by way of a business transfer agreement in the month of March 25. Simultaneously, JSW Steel also entered into a long term take or pay agreement with JSW Infrastructure Limited for the transportation of iron ore from its Nuagaon mine to its proposed facility in Jagatsinghpur in the State of Odisha, using the aforesaid slurry pipeline.
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.
JUSL is setting up another 8 MTPA pellet plant at Jatadhar. The project is estimated to be implemented over a period of 30 months.
8. NSL Green Steel Recycling Limited (NSL)
The Company has embarked on the journey of reducing its carbon footprint by setting a target of
1.95T CO2/Ton of steel from 2.52 TCO2/Ton of steel by 2030. One of the steps the Company identified for achieving targeted CO2 emission is an increase in the consumption of steel scrap. The Company looked for renowned shredder operators as a joint venture partner to primarily focus on shredding steel scrap in the vicinity of its manufacturing locations wherein scrap generated from industries such as automotive, consumer durables, railways, and ship breaking can be collected, shredded inhouse and then consumed by JSWSL as coolant in its facilities viz. steel convertors, EAFs, and CONARC furnaces. Accordingly, the Company entered into a joint venture agreement with National Steel Holding Limited (NSHL) to establish scrap shredding facilities in India using the state-of-the-art machinery, technical knowhow and relevant processes. In furtherance of which, a company was incorporated under the name of NSL Green Steel Recycling Limited (NSL) and entered in to a joint venture arrangement with NSHL. NSHL terminated the JV agreement during the previous year to pursue some other business prospects.
Pursuant to the termination of the JV agreement, the Company acquired the equity share capital held by NSHL and NSL became wholly owned subsidiary of the company. NSL is setting up shredding facility near Dolvi Unit of the Company of 4,00,000 tonnes per annum capacity. NSL has acquired land and has ordered major equipment (Shredder / Baler). NSL has also obtained financial closure for project funding during the year. The project is currently under progress and expected to be completed by June, 2026.
9. JSW Green Steel Limited
Increasingly, upcoming regulations across the world is 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.
I n 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 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 a JSW Green Steel Limited and thereafter has plans to set up a green steel facility by expanding capacity from existing 0.9 MTPA to 4 MPTA in phases, in line with the growth strategy.
The sale of 0.9 DRI unit along with its auxiliary units was transferred to JSW Green Steel Limited by way of a slump sale. The Company invested an amount of 12,233 crore in JSW Green Steel Limited during the year.
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 has been 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. 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 202122. 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 & gas production, and offshore wind.
The unit produced 0.45 MNTPA of plates and 0.041 MNTPA of pipes with capacity utilisation of 47% and 7%, respectively. JSW Steel (USA) reported an EBITDA of $20.2 million (1174 crore), compared to $113.3 million (1940 crore) in FY 2023-24. EBITDA decreased primarily on account of decline in net sales realisation. The EBITDA per tonne was lower as compared to the previous year due to a decline in plate and pipe realisations, which was partially offset by lower input costs. In FY 2024-25, loss after tax was $62.4 million (1519 crore), compared to a profit after tax of $28.1 million (1237 crore) in FY 2023-24.
b) Coal mining operation Periama Holdings LLC has a 100% equity interest in coal mining concessions in West Virginia, US, along with permits for coal mining, and owns a 500 TPH coal-handling and preparation plant. During the previous year, the Company sold its property, plant and equipment, and mineral rights for a consideration of $24 million (1198 crore) 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 61% during FY 2024-25 compared to 66% in FY 2023-24. JSWSUO reported an EBITDA loss of $54.8 million (1441 crore) compared to EBITDA loss of $38.4 million (1315 crore) in FY 2023-24. Loss after tax was at $144 million (11,195 crore), compared to loss after tax of $104.8 million (1858 crore). JSWSUO incurred EBITDA loss during the year on account of decline in HRC sales realisation and slab sales realisation which was not fully offset by the lower input scrap prices.
JSWSUO has undertaken 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.
I n 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 Baytown plate mill including heavy plate and line pipe.
The VTD and DSR projects is expected to be commissioned in FY 2025-26.
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 2024-25, rail mill production was 266,305 tonnes, lower by 4% y-o-y, with capacity utilisation at 83%, as against 86% in the previous year. Operating EBITDA was at €15.0 million (1148 crore) compared to
an Operating EBITDA of €51.6 million (1446 crore) in the previous year. Profit after tax amounted to €3.6 million (144 crore) as against profit after tax of €35.3 million (1319 crore) in FY 2023-24.
During FY 2022-23, JSW Piombino entered into two long term contracts for €359 million with Rete Ferroviaria Italiana (RFI), a company which is responsible for the national infrastructure for railway network in Italy.
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, most modern, technologically advanced and best in class. The project envisages setting up of Tandem Mill, Head Hardening facility, and increase the length of rails from 108 to 120 metres resulting into increase in productivity, lower conversion cost, 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 broader project to kickstart economic development of the region. The MoU provides for four months of collaboration for execution of a programme agreement i.e. Accordo di Programma (ADP).
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 Euro 33 Mn 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)
The Company has formed a 50:50 joint venture - JSW JFE Electrical Steel Private Limited (JESPL) with JFE Steel Corporation, Japan (JFE) on February 8, 2024, for the manufacture and sale of cold rolled grain oriented electrical steel products (CRGO) using industry leading machinery, technical know-how, and JFE's energy efficient production technology developed through extensive R&D. The JV will manufacture the entire range of CRGO products at its proposed facilities at Vijayanagar, Karnataka, India and will be the first company to produce CRGO products with its entire chain of manufacturing processes in India.
JESPL is setting up the 62,000 tonnes CRGO manufacturing facility in Karnataka with a planned investment of 15,500 crore and expected to be commissioned within a period of three years.
The global CRGO demand growth has been faster than anticipated due to electricity rapidly becoming an
alternate fuel to achieve ESG goals, replacement of old transmission and distribution systems in USA and Europe, accelerated electricity demand from electric vehicle adoption and AI data centres and focus on renewable energy leading to accelerated growth of high efficiency transformer demand.
The CRGO demand in India is also growing rapidly due to growth in demand of transformers from 'Sahaj Bijli Har Ghar Yojana' (Indian Government's scheme to provide electricity to every household) thereby widening transmission and distribution grid coverage, high growth in renewable energy power generation capacity addition, replacement demand for existing transformers, Bureau of Energy Efficiency rating revision leading to high grade CRGO requirement, increase in urbanisation leading to higher consumption of electricity, growth in railway transportation - freight corridors, metros etc., export of transformers, education in imports of CRGO laminations and transformers. The 'Make in India' initiative of Government of India and Domestically Manufactured Iron and Steel Products Policy directs all government purchase of CRGO to be molten and poured in India once available.
Globally and in India, higher grades of CRGO are expected to be growing much faster as compared to lower grades. JSW JFE Electrical Steel Nashik Private Limited (Formerly known as thyssenkrupp Electrical Steel India Private Limited) (J2ES Nashik) a CRGO manufacturer in Nashik Maharashtra was the only manufacturer of high grades of CRGO in India. Jsquare Electrical Steel Nashik Private India (Jsquare), a wholly owned subsidiary of JESPL, successfully acquired in competitive bidding process J2ES Nashik in January 2025 along with the Company acquiring the technology bundle. This has advanced the entry of Jsquare in Indian market as leading CRGO manufacturer and enabled the Company to be the only CRGO technology holder in India from molten and poured stage.
This acquisition provides unique opportunity to Jsquare use two different technologies to cover a wide range of CRGO consumed in India.
2. JSW Severfield Structures Limited and its subsidiary JSW Structural Metal Decking Limited (JSSL)
JSSL operates a facility to design, fabricate and erect structural steel work and ancillaries for construction projects. The facility has a total capacity of 1,18,000 TPA at Bellary, Karnataka. JSSL produced 64,336 tonnes (including job work) during FY 2024-25. JSSL's EBITDA decreased to 154 crore from 1113 crore in FY 2023-24 while loss after tax was 17 crore as compared to profit after tax of 130 crore. JSW Structural Metal Decking Limited (JSWSMD), a subsidiary of JSSL, is engaged in the business of designing and roll forming of structural metal decking and accessories such as edge trims and shear studs. The plant's total capacity is 27,240 TPA. In FY 2024-25, JSWSMD's EBITDA was 112 crore compared to 17 crore in FY 2023-24. Profit after tax was 16 crore as compared to 13 crore in FY 2023-24.
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 September 23, 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 4 major steel service centres across India in the locations of Pune, Palwal, Chennai and Ahmedabad with a total installed capacity of 1.15 MTPA. The key services offered are slitting, cut-to-length, blanking, inventory control and 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 customers. 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 center 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 center 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 2024-25, EBITDA was 199 crore as against 181 crore in FY 2023-24. Profit after tax was 143 crore as compared to 135 crore during FY 2023-24.
(IV) New acquisitions
1. Acquisition of stake in Illawarra Coal Holdings Pty Ltd
JSW Steel (Netherlands) B.V, a wholly owned subsidiary of the Company, has acquired a 66.67% economic interest in M Res NSW HCC Pty Ltd (M Res NSW) by way of subscription to its non-voting Class B Shares, for a purchase consideration of US$ 120 million. M Res NSW owns a 30% interest in Golden M NSW Pty Ltd (Golden M), which acquired 100% of Illawarra Coal Holdings Pty Ltd (Illawarra Metallurgical Coal) from South32 Ltd. The remaining 70% interest in Golden M is held by Golden Investments (Australia) III Pte Ltd, which is a wholly owned subsidiary of Golden Energy and Resources Pte Ltd. The Company, accordingly by virtue of this investment, acquired a look through 20% stake in Illawarra Coal Holdings Pty Ltd. The primary objective of this acquisition was to secure prime hard coking coal availability to the Company and its subsidiaries.
Illawarra Metallurgical Coal owns and operates two metallurgical coal mines - the Appin and Dendrobium mines, and associated infrastructure, in the New South Wales region of Australia.
Pursuant to the transaction, the Company, through its wholly owned subsidiary JSW Global Trade Pte Ltd, has also secured offtake rights for hard coking coal produced from the mines, in proportion to its indirect economic interest (20%) in Illawarra Metallurgical Coal. This acquisition is expected to provide mine offtake rights to premium hard coking coal produced by Illawarra Coal Holdings Pty Ltd, which will reduce the dependability on the open market import of coking coal and provide consistent quality coal resulting in improved operational efficiencies. The annual offtake of coking coal from Illawarra mines is expected to be ~ 1.2 million tonnes per annum.
2. Acquisition of Minas de Revuboe Limitada
JSW Natural Resources Limited, a wholly owned subsidiary of the Company in Mauritius, has executed Quotas Sale Agreement, Assignment of Contractual Position Agreement and other transaction related documents to acquire ~92.2% equity stake and shareholders loans of Minas de Revuboe Limitada (MdR). MdR owns a pre-development stage premium hard coking coal mine project in the Moatize Basin of Tete Province, Mozambique. The aggregate purchase consideration for the transaction is $73.75 million subject to closing adjustments. The completion is subject to receipt of regulatory approvals and satisfaction of other conditions precedent as per the transaction documents.
3. Acquisition of thyssenkrupp Electrical Steel India Private Limited (subsequently renamed to JSW JFE Electrical Steel Nashik Private Limited)
Jsquare Electrical Steel Nashik Private Limited, a wholly owned subsidiary of JSW JFE Electrical Steel Private Limited (J2ESPL), which is a 50:50 joint venture between the Company and JFE Steel Corporation (JFE), has acquired 100% equity interest of thyssenkrupp Electrical Steel India Private Limited (subsequently renamed to JSW JFE Electrical Steel Nashik Private Limited) (J2ES Nashik). The associated technology package from the thyssenkrupp group has been transferred to the Company. The total purchase consideration for the transaction (including closing adjustments) is Rs4,159 crore.
J2ES Nashik is one of the first manufacturers of grain- oriented electrical steel (GOES) in India with a capacity of manufacture 50,000 tonnes per annum. The manufacturing facility of CRGO is situated at Nashik in the State of Maharashtra. The acquisition provides the Company with access to cutting-edge technology thereby aligning with its strategy of enhancing its value- added portfolio. In February 2024, JFE and the Company had established J2ESPL, with the aim of setting up an integrated greenfield project for manufacturing GOES
in India by 2027. Now, through this acquisition, J2ESPL has been able to achieve instant market access and can promptly establish an integrated system from manufacturing to sales of GOES in India.
4. Acquisition of Colour Roof (India) Limited by JSW Steel Coated Products Limited
JSW Steel Coated Products Limited (JSWSCPL), a wholly owned subsidiary of the company, has submitted a resolution plan for the corporate insolvency resolution process of Colour Roof India Limited (CRIL). A letter of intent has been issued informing JSWSCPL that the committee of creditors has approved its resolution plan and declared it as the successful resolution applicant. The completion of the transaction is subject to obtaining necessary approval from the National Company Law Tribunal, Mumbai.
CRIL has a colour coating line of 84,000 tonnes per annum, and a pre-coated metal profiling facility of 64,950 tonnes per annum.
C. MAINSTREAMING SUSTAINABILITY IN BUSINESS IMPERATIVES
1. Sustainability Governance
JSW Steel prioritises sustainable development as a key business objective. The Company's sustainability vision is driven by a desire to demonstrably contribute in a socially, ethically, and environmentally responsible way to the development of a sustainable society, and to ensure that the needs of future generations are not compromised while doing the same, thereby truly committing to sustainable development.
To make this vision a reality, a comprehensive strategy has been developed which is backed by a robust sustainability framework. This framework underpins and sets the tone for JSW Steel's 17 key focus areas across Environment, Social, and Governance (ESG); and consists of management standards, technical standards, policies, and guidance notes, as appropriate. The identification of the focus areas has been done through extensive materiality assessment to understand their impact and the level of contribution required. The identified key focus areas for the company which were considered material are: Climate change, Energy, Resources, Water resources, Waste, Wastewater, Air emissions, Biodiversity, Local considerations, Human rights, Indigenous people, Cultural heritage, Business ethics, Employee wellbeing, Supply chain sustainability, Sustainable mining and Social sustainability.
JSW Steel's sustainability strategy is built on a foundation of continuous improvement, risk-informed decision-making, and innovation. The Company integrates sustainability principles across its business operations, with a strong focus on decarbonisation, circular economy practices, inclusive development, and ethical governance. Strategic alignment with global frameworks ensures that JSW's sustainability roadmap remains responsive to emerging risks and stakeholder
expectations. The Company also drives sustainability implementation at the functional and plant levels through a system of decentralised accountability, ensuring ownership and measurable performance across its value chain.
Research and Development (R&D) plays a pivotal role in enabling JSW Steel to meet its sustainability commitments. The Company has been investing in low-carbon process technologies, alternative raw materials, and digital solutions to improve performance. In particular, JSW's R&D efforts focus on reducing carbon emissions through innovations in steelmaking processes, enhancing energy and resource efficiency, and developing sustainable product alternatives like high-strength and low-weight steels for green mobility and infrastructure. By embedding R&D into its sustainability strategy, JSW Steel is not only addressing environmental risks but also positioning itself as a future-ready, responsible manufacturer that prioritises long-term resilience through technology-driven sustainability solutions.
JSW Steel's sustainability framework is aligned to numerous national and international standards like ISO, IFC, UNGC, OECD, UNSDGs, UNGP-BHR, and the NGRBC's. The focus areas embody the long-term sustainability goals of the organisation addressing three core sustainability issues around climate action, nature action, and tackling inequalities. To create long-term value for all stakeholders, the Company has set specific targets and goals. The progress against the established strategy and set targets in terms of key performance indicators (KPIs) are being reviewed on a continual monthly basis by the Executive Committee (EC) of the company.
JSW Steel is committed to upholding the highest standards of governance by maintaining rigorous, transparent, and ethical operational practices across all levels of the organisation. The Company recognises that robust governance is integral to long-term value creation, stakeholder trust, and sustainable business growth. To this end, JSW Steel continuously strengthens its governance framework by embedding resilient systems, responsible management practices, and a culture of accountability. This ensures that decisionmaking processes are aligned with the Company's sustainability vision, ethical values, and regulatory expectations, fostering responsible growth in a dynamic global environment.
The Business Responsibility and Sustainability Committee of the Board of Directors provides oversight and governance through reviews of the progress on sustainability initiatives biannually. To ensure that a seamless mechanism is in place to review stakeholder issues periodically, JSW Steel has been undertaking extensive planning and process optimisation and investing in technology and innovation to limit sustainability risks and is committed to building a sustainable future for all.
2. Tackling Climate Change
JSW Steel recognises its role as an industry leader and its responsibility towards creating a cleaner and sustainable planet for the future. To this end, the Company has developed a comprehensive climate action plan and has published its first 'Climate Action Report' (CAR) and have made it publicly available at https://www.jswsteel.in/sites/default/files/assets/ industrv/steel/IR/CSR/Sustainabilitv%20Reports/ JSW-Climate-Action-Report-2024-23052024.pdf. The Company's climate change ambitions, strategy, targets and plans are well documented in the report.
Whilst the Company has set a target to achieve 42% reduction in its CO2 emissions by 2030, it has made significant progress in achieving its commitment towards climate change mitigation by reducing its CO2 emission intensity by 30% from its base year of 2005 in FY 25. The achievement of the targets towards climate change forms a part of the climate related management incentives for the relevant business unit managers and employees of our operations.
To stay up-to-date with rapid developments related to climate change and monitor the progress of the mitigation efforts, the Company has constituted Climate Action Group (CAG) and Sustainability Action Group (SAG). The CAG and SAG, facilitated by the corporate sustainability team, operates as a central think-tank to formulate and drive our climate change mitigation strategy and actions towards a low-carbon future.
All our operations are guided by policies that focus on key areas of sustainability, encompassing Environmental, Social, and Governance (ESG) aspects. The Chief Sustainability Officer is responsible for overseeing the implementation of these sustainability policies, including those related to environmental management across our operations.
We are committed to building awareness and capacity among our workforce by providing training on the sustainability elements embedded in our policies. As part of our dedication to sustainable practices, we also conduct thorough due diligence on sustainability factors and policies during any mergers and acquisitions.
Further details of the climate change actions and performance are detailed in the integrated report.
3. Energy
The specific energy consumption has reduced by ~21 % since 2005 through specific actions and use of best available technologies across its operations. The Company has set targets to shift towards cleaner energy sources to optimise its business processes and minimise energy consumption. JSW Steel has achieved the operationalisation of a 225 MW captive solar power plant and 557 MW of wind capacity, totalling to 782 MW out of proposed 825 MW that provides renewable energy (RE) for consumption in steelmaking. The Company's Board has already approved 2.5GW of RE capacity
installation combined with 320MWh of battery storage to provide clean energy for operations. The Company is continuously introducing and adopting energy-efficient systems and practices to conserve energy and optimise input costs.
4. Water Management
The Company has achieved a specific water consumption level of 2.35 m3/tcs in FY 25 and has set a target of achieving specific water consumption (in steel production) of 2.21 m3/tcs by 2030. At present, all Company's operational sites maintain Zero Liquid Discharge. The Company continuously implements process enhancements to achieve better water conservation. All the plants have robust water management strategies in place to advance water stewardship goals.
The Company's water stewardship approach emphasises careful sourcing, and innovative and efficient water use. All plants have a water management plan in place, which is curated with meticulous planning and foresight. Water-efficient technologies have been implemented as part of the water stewardship approach. This will help to conserve, reuse, and recycle water to promote responsible water use.
5. Circular Economy
The Company has prioritised waste minimisation and embraced circular economy models into its business operations, and achieved nearly 100% utilisation of all wastes generated during FY 2024-25. To further accelerate the transition to a circular economy, the Company's Dolvi plant has constructed a steel slag- based road, in collaboration with the Central Road & Research Institute (CRRI).
Further, the Company has established a robust supply chain for external post-consumer scrap, to increase the usage of recycled scrap in its steelmaking operations. In FY 2024-25, 200KT of external scrap was procured and utilised in the Company's operations to improve recycled contents in steel making.
The Company is also taking on an active global advocacy role in promoting resource efficiency and circular economy, being one of the founding members of the Resource Efficiency & Circular Economy Industry Coalition (RECEIC). The RECEIC was formulated to facilitate and foster greater company-to-company collaboration among the G20 countries to build advanced capabilities across sectors and value chains, bring learnings from diverse global experiences of the coalition members, and unlock on-ground private sector action to enhance resource efficiency and accelerate circular economy transition.
6. Air Emissions
The Company has adopted several policies and measures to prevent, manage, and mitigate air emissions. The Company strategy focuses on reducing both point- source (such as stack emissions) and non-point source
(such as fugitive emissions) pollution. The Company has established stringent monitoring systems and deployed advanced emission reduction technologies to ensure compliance with environmental regulations.
The Company persists in enhancing and executing advanced pollution control systems while pursuing expansion and advancement in its strategies. The Maximised Emission Reduction of Sintering (MEROS) with Waste Gas Recirculation (WGR) System at Dolvi and Vijayanagar is designed as a special bag filter based dry gas cleaning system for sinter plants and has capabilities to significantly reduce dust emissions.
7. Biodiversity
The Company is committed to the protection and management of biodiversity, with a target of achieving 'No Net Loss' by 2030. The Company is conducting specific biodiversity assessments and drawing up management plans for all its operational sites - to align its efforts in line with the Taskforce on Nature-related Financial Disclosures (TNFD). The biodiversity risks are a part of the company wide ERM process. The Company is one of the initial official TNFD adopters and is featured in a specific case-study by the GRI biodiversity pilot case studies among four other global companies.
8. Product Sustainability
The Company has achieved notable milestones of having GreenPro certification for JSW Neosteel TMT bars, 14 categories of roofing sheets and becoming the first manufacturer to earn the GreenPro ecolabel for its automotive steel products. This recognition reflects the Company's leadership and steadfast commitment to sustainable practices, exemplified by its active involvement in developing the GreenPro Standard for automotive steel in India. The Company has obtained Environmental Product Declarations (EPDs) for all its finished products. EPDs enable the Company to transparently communicate environmental information to customers, offering reliable and standardised insights into the products' lifecycle. The Company's branded products, including Radiance, Colouron+, Silveron+, Vishwas+, and Vishwas, are all GreenPro certified. These certifications provide a choice to the customers to choose responsible products.
9. Human Rights
The Company is committed to foster a culture of respect, accountability, and continuous improvement - ensuring that human rights considerations are deeply integrated into the business strategy. The Company achieved a notable milestone in its human rights journey - wherein, all its Integrated Steel Plants, along with its iron ore mining operations in Odisha and Karnataka, have now undergone rigorous human rights due diligence as part of its broader human rights programme, through which it endeavours to proactively identify, address, and mitigate potential human rights risks. The Company is an active member of United Nations Global Compact (UNGC) that promotes adoption of universal principles of
human rights, labour, environment and anti-corruption and take actions that advance societal goals.
10. Supply Chain Sustainability
The Company is committed to deepening supplier engagement, expanding sustainability awareness, and driving continuous improvement within its supply chain. The Company took a significant step toward strengthening supply chain sustainability by completing a comprehensive sustainability assessment program targeted for its critical suppliers. As part of this initiative, over 100 suppliers were assessed, and the assessment results formed the foundation for corrective action plans that were provided to all assessed suppliers. Through structured assessments and targeted interventions, the Company aims to build a transparent, responsible, and resilient supplier ecosystem that aligns with its sustainability values.
11. Responsible Steel Certification
The Company achieved a significant milestone receiving the prestigious ResponsibleSteel™ certification for four of its manufacturing sites that includes its Integrated Steel Plants in Vijayanagar, Dolvi, and Salem, along with its Downstream Rolling Mill at Tarapur. With this achievement, over 80% of the Company's primary steel production in India now comes from ResponsibleSteelTM certified sites.
12. Corporate Social Responsibility
I n 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 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 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 learning ecosystem in educational institutions to provisioning of secondary and tertiary healthcare and strengthening of public health system, helping communities access basic sanitation and promoting hygiene, contributing towards water and environment conservation, facilitating farm and non-farm livelihoods and promoting sports.
Over the last nine financial years, the Company has steadily increased its CSR expenditure, demonstrating a d eepening commitment to social responsibility. CSR spending grew from Rs53 crore in FY 2017-18 to a peak of Rs235 crore in FY 2023-24.
During FY 2024-25, the Company's actual CSR obligation was Rs297 crore. The Company has spent Rs189 crore
towards CSR expenditure and the balance of Rs108 crore was deposited in an escrow account for CSR spending in specified projects. 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, strengthening 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 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 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 Kendra (KVK) 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/investors/isw-steel-investor- information-corporate-social-responsibilitv-policv
I n view of the solid foundation laid for the long-term proiects in this fiscal and the envisioned scaling up of the on-going CSR projects, the Company shall strive to create value for all the stakeholders. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is annexed to this Report as Annexure A.
13. Health and Safety
JSW Steel continues to uphold its core philosophy of 'Better Every Day', reflecting its unwavering commitment to ensuring a safe, healthy, and sustainable work environment for employees, contractors, visitors, and the communities surrounding its operations. At JSW, safety is not treated as a standalone compliance metric, it is a strategic enabler of operational excellence and sustainable business growth. It is seamlessly woven into the Company's core values, growth vision, and its ambition to become a globally benchmarked organisation.
JSW's 'Vision 2030: Zero Harm' is the cornerstone of its health and safety strategy. This aspirational vision is not merely a target, but a transformative
journey aimed at embedding a culture of proactive safety, developing robust systems, leveraging digital innovation, and enhancing workforce capabilities. It reflects the Company's drive to eliminate workplace incidents, ensure total employee wellbeing, and set new benchmarks for industry-leading health and safety performance.
With an increasing scale of operations and diverse project environments, JSW Steel has embraced a multi-dimensional approach to safety. This approach integrates visible leadership, behavioural science, capability development, digital tools, and governance mechanisms, ensuring that safety is owned and practiced at every level-from boardroom discussions to shopfloor execution.
I n FY 2024-25, several milestone initiatives were rolled out to deepen the safety culture and build systemic maturity. These efforts were driven under three key strategic thrust areas along Digitisation and Innovation:
a) Effective Leadership
- Over 5.5 lakh safety observations were reported across the group, which helped to identify and mitigate unsafe acts and conditions
- Third-party Safety Culture Surveys covered over 51000+ employees and contract workers across Vijayanagar, Dolvi, BPSL, Anjar and other sites, achieving >90% workforce coverage at Vijayanagar. These insights are driving behavioural science-based interventions, such as those initiated at Raigarh Steel.
- Senior Officer level employees are now actively participating in safety observations and reviews, reinforcing frontline accountability.
- Felt Leadership Program, in partnership with DSS+ (formerly DuPont), was conducted at BPSL and Salem, training senior leaders to drive visible, accountable, and proactive safety leadership on the ground.
- Leadership Gemba Walks enabled senior management to directly engage with the workforce and model proactive safety behaviours on the shop floor.
b) Robust Systems
- Connected Workers (Rakshak)-The pilot project launched at Coke Oven- Dolvi works, considering 2500 employees and contract workmen to enhance workplace safety
- Group-wide Safety Reward & Recognition (R&R) Guidelines established to promote a culture of positive reinforcement
- Five Group Level Safety Subcommittees - Safety Observations & Audit (SO&A), Process Safety Management (PSM), Incident Investigation Subcommittee (IIS), Contractor Safety
Management (CSM), and Standards, Rules & Procedures (SR&P) - have been instituted to oversee specialised areas of safety governance
- Cross-functional audits were carried out at Dolvi, Vijayanagar and BPSL's works focusing on Confined Space and Cellar work practices, ensuring alignment with best practices
- PQA and CARES audits were successfully completed for 217 high-risk contractors across Integrated Steel Plants (ISPs) and Coated units, ensuring compliance with critical safety and performance standards
- DVP (Digital Visual Platform)- Launched at Dolvi & Vasind works of JSW Steel Coated with AI use cases, including unique applications for PPE violations, unauthorized parking, and crowd detection, with real-time alerts and automated reports
- National Safety Week 2025 was celebrated across the organisation with quizzes, awareness videos, safety posters, and interactive sessions, aligned with the theme 'Safety and Well-being Crucial for Viksit Bharat'.
- As part of Road Safety Week, engaging events featuring virtual reality experiences, interactive games, and reward-based activities were organised to promote responsible driving practices among drivers
- Progressive Consequence Management framework has been standardised across all ISPs to promote transparent, fair handling of safety violations
c) Competent Workforce
- More than 95,000 workmen underwent skill and competency assessments, enabling tailored safety training interventions
- Subject Matter Expert (SME) programme, launched in July 2024, has certified 1,071 SMEs from a pool of 2,012 trained participants. The comprehensive training modules cover key safety domains including Group Safety Standards, Lockout Tagout (LOTO), Machine Guarding, Work at Height (WAH), Scaffolding, Conveyor Safety, Electrical Safety, Road Safety, Contractor Safety Management (CSM), Personal Protective Equipment (PPE), Confined Space, and Crane Safety, equipping participants with deep technical knowledge and practical application skills
- Safety Experience Centres are fully operational at Company's works at Vijayanagar, Dolvi, and BPSL's works (launched in February 2025), offering immersive, scenario-based training environments. A new centre is also under development at Salem works to further enhance experiential safety learning across locations
- Group Health & Safety conducted TapRooT? Advanced RCA Team Leader Training, equipping 40 O&M and HSE professionals with structured methodologies to drive incident prevention, strengthen safety leadership, and enhance operational excellence
- Continuous engagement through monthly campaigns, incident reviews, and safety skits has deepened workforce connection to safety culture
d) Digitisation and Innovation
- Safety Chatbot was launched to provide 24/7 multilingual access to safety standards and documents via text or voice commands, simplifying information access
- Virtual Reality (VR) training modules on Conveyor and Lancing Safety have been developed to provide high-impact risk visualization
- The Proof of Concept (PoC) for Management of Change (MoC) Digital Twinning has been completed at Dolvi works, while PoC for Permit to Work (PTW) digitalisation is currently being implemented at both Vijayanagar and Dolvi works
JSW Steel remains firmly on its journey towards Zero Harm, continuously evolving its safety systems, strengthening its governance, and integrating cutting-edge digital solutions. Through deep- rooted leadership, robust systems, empowered people, and innovation-led digitisation, the Company aims to set new benchmarks for health and safety in the global metals and mining industry.
14. Human Resources
JSW Steel is deeply committed to empowering its people to thrive in a competitive and evolving industry. The Company recognises that its ability to deliver innovation, operational efficiency, and long-term value hinges on a highly skilled and engaged workforce, making it a workplace of choice through people-first initiatives.
The FY 2024-25 is characterised by a continued emphasis on strengthening technical, functional, and leadership capabilities, coupled with the accelerated adoption of digital technologies, all of which are integral to enhancing organisational effectiveness and sustaining long-term growth.
The Company remains committed to equipping employees with the skills necessary to meet the evolving demands of the steel industry. The newly established JSW Technical Academy, led by business leaders and subject matter experts, offers specialised training across 13 core job families, while the JSW Learning Academy provides a diverse range of learning activities with 700 learning paths. Additionally, the Skills Certification Platform provides world-class online resources to support employee development. The Company also introduced Learning Fests, a gamified
initiative designed to enhance engagement, featuring AI simulations and skill benchmarks to promote continuous learning in relevant areas.
JSW Steel continues to strengthen its leadership pipeline through targeted development initiatives such as the Strategic Leadership Development Program (SLDP) for current leaders and Future Fit Leaders (FFL) for high- potential employees. These programmes, delivered in partnership with renowned institutions such as Brown University, Cornell University, and the Indian School of Business (ISB), combine global best practices with JSW Steel's leadership philosophy. The Executive Coaching Programme further elevates effectiveness among top leadership, with dedicated counsellors providing personalised guidance.
JSW Steel remains unwavering in its commitment to fostering a diverse and inclusive workplace. The JSW Steel Diversity Council, comprising leaders from various business functions, drives diversity, equity, and inclusion initiatives across the organisation. Through targeted recruitment, career enablement programmes like 'Women of the Future', and comprehensive support systems such as the JSW 1-to-1 Maternity Support Programme, the Company is making significant strides toward its gender diversity goal of 15% by the year 2030.
The Company's efforts in creating a positive workplace culture are reflected in its ongoing recognition as a Great Place to Work for the fourth consecutive year. This certification underscores the high levels of trust and employee engagement built through comprehensive policies and initiatives, reflecting the company's commitment to fostering an environment where employees feel valued and motivated.
Safety remains a non-negotiable priority at JSW Steel, with the vision to be recognised as one of the safest workplaces. The Company implemented Vision Zero Harm through effective leadership, robust safety systems, and immersive VR/AR training. Additionally, the Company focused on employee well-being through JSW We Care, providing 24/7 confidential counseling services with approximately 600 sessions conducted monthly, benefiting nearly 11,000 registered employees and their dependents.
As part of its digitalisation journey, JSW Steel has embraced a cloud-based HR platform, creating a seamless user interface and mobile-optimised applications for convenient access to HR services. These technologies streamline processes and optimise decision-making, ensuring an employeecentric experience.
Moving forward, JSW Steel remains focused on aligning its HR strategy with the changing needs of the business. Through continuous efforts to enhance workforce diversity, expand digital capabilities, and ensure a steady pipeline of skilled talent, the Company is poised to build a resilient, future-ready workforce that will drive sustainable growth in the years to come.
Awards
- Recognised as 2025 Sustainability Champion by World Steel Association for the 7th consecutive year.
- Received the National Sustainability Award 202324 for Large Integrated Steel Plants from the Indian Institute of Metals.
- Ranked among the top 2 global steelmakers in the S&P Global Corporate Sustainability Assessment 2024
- Included in the DJSI World and Emerging Markets Indices for the second consecutive year.
- ET Edge award for Best Organization in Customer Experience 2024
- Received British Safety Council 5- star rating and Sword of Honor award from British Safety Council
- Received the Iconic Brands of India 2024 Award from ET NOW
- Certified as Great Place to Work Feb 2025-Feb 2026, India and recognized as Best Employers in the category 'Among Nation-Builders 2025, India' from Great Place to Work
- Won a Silver Award in the Thought Leadership category in content marketing at AFAQSIDigies 2025 for the Company's MSME - focussed film, highlighting the potential of MSMEs.
Refer Management Discussion & Analysis section for individual manufacturing location awards and recognitions received during the year.
D. CORPORATE GOVERNANCE
1. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the 'Reserves' for the year ended March 31, 2025.
2. Management Discussion and Analysis
Management Discussion and Analysis is provided as a separate section in the Integrated Report.
3. Integrated Report
The Securities and Exchange Board of India (SEBI), in its circular dated February 6, 2017, had advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.
The Company published its first Integrated Report the same year in line with the International Integrated Reporting Framework laid down by the International Integrated Reporting Council (IIRC) (now consolidated into IFRS Foundation). The framework pivots the Company's reporting approach around the paradigm of value creation and its various drivers.
It also reflects the Company's belief in sustainable value creation while integrating a balanced utilisation of natural resources and social development in its business decisions. An Integrated Report intends to
give a holistic picture of an organisation's performance and prospects to the providers of financial capital and other stakeholders. It is thus widely regarded as the future of corporate reporting.
The previous integrated reports of the Company have been well-received by various stakeholders and have been recognised internationally for its disclosures. over the past seven years, the reporting approach of the Company has further evolved. Together with the integrated reporting framework laid down by IFRS Foundation, its disclosures have been mapped with other leading frameworks and guidelines.
These include:
- Global Reporting Initiative (GRI) standards
- United Nations Sustainable Development Goals (UN SDGs)
- Carbon Disclosure Project (CDP)
- Principles under United Nations Global Compact (UNGC)
- National Guidelines on Responsible Business Conduct (NGRBC)
The necessary disclosures under these guidelines, together with the articulation of Company's approach to long-term value creation, have improved the Company's corporate reporting practices.
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 pursuing its business objectives ethically, transparently, and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to society, as well as ensuring environmental wellbeing from a long-term perspective.
In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is presenting the BRSR along with the Report on assurance of the BRSR Core from an Independent Assurance provider, Bureau Veritas (India) Private Limited to the stakeholders of the Company as part of this Integrated Report. The Report on assurance is also available on the website along with the BRSR report.
As stated earlier in this Report, the current financial year marks the eighth year of the Company's transition towards Integrated Reporting, focusing on the 'capitals approach' of value creation.
To facilitate transparent reporting of the data, the Company has implemented a digital reporting tool for the BRSR. This tool facilitates easiness and transparency of data along with time and effort savings of all internal stakeholders involved in BRSR.
The Eighth Integrated Report includes the Company's performance as per the IR framework for the period from April 1, 2024 to March 31, 2025. The Company has also provided the requisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the requirements of the BRSR as per SEBI's directive as well as guidelines for integrated reporting and the Global Reporting Initiative (GRI). The Report which forms a part of the Annual Report, along with all the related policies, can also be viewed on the Company's website: https://www.iswsteel.in/investors/isw-steel-financials- annual-reports.
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. Gajraj Singh Rathore (DIN: 01042232) 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.
Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (Board) at its meeting held on January 25, 2024, the members of the Company at the 30th AGM, held on July 26, 2024, re-appointed Mr. Jayant Acharya (DIN: 00106543) as a Whole-time Director of the Company, designated as Jt. Managing Director & CEO, for a further period of five years w.e.f. May 7, 2024.
I n terms of the amendment in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into effect from July 14, 2023, the continuation of the director serving on the Board of Directors of a listed entity as on March 31, 2024, without the approval of the shareholders for the last five years or more, is subject to the approval of shareholders in the first general meeting to be held after March 31, 2024. In pursuance of Article 120 of the Articles of Association of the Company and in terms of the Subscription Agreement entered into by the Company with JFE Steel Corporation, Japan (JFE) on July 27, 2010, as approved by the Board, JFE is entitled to nominate for appointment, one (1) individual, who is acceptable to the Board, as a non-retiring director on the Board of the Company. JFE vide its letter dated May 5, 2017, nominated Mr. Hiroyuki Ogawa (DIN: 07803839) as its Nominee Director w.e.f. May 17, 2017, on the Board of the Company. Based on the recommendation
of the Board, the shareholders in the 30th Annual General Meeting, approved the continuation of office of Mr. Ogawa as a Nominee Director of JFE on the Board of the Company (Non-Executive & Non-Independent Director), for a period not exceeding five consecutive years with effect from April 1, 2024 and that he shall not be liable to retire by rotation.
On the recommendation of the Nomination and Remuneration Committee, Mr. Arun Sitaram Maheshwari (DIN: 01380000) was appointed as an Additional Director by the Board of Directors w.e.f. October 25, 2024, in terms of Section 161 of the Act and in terms of Article 123 of the Company's Articles of Association. Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors at its meeting held on October 25, 2024, members of Company by way of Postal Ballot appointed him as a Director of the Company and also approved his appointment as a Whole-time Director of the Company, designated as 'Director- Commercial & Marketing', for a period of five years, w.e.f. November 8, 2024 to November 7, 2029.
On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on October 25, 2024 appointed Mr. Sushil Kumar Roongta (DIN: 00309302), as an Additional Director of the Company, in the category of Independent Director, with effect from October 25, 2024, in terms of Section 161 of the Companies Act, 2013 and Article 123 of the Company's Articles of Association, to hold office upto the next Annual General Meeting. Pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company held on October 25, 2024, the members, by way of postal ballot, appointed Mr. Sushil Kumar Roongta as the Independent Director of the Company for a period of 5 years up to October 24, 2029.
Smt. Khushboo Goel Chowdhary, IAS (DIN: 03313434) has been appointed on the Board of the Company with effect from October 11, 2024, in place of Dr. Sateesha B.C., IAS (DIN: 08379733), as the Nominee Director of Karnataka State Industrial and Infrastructure Development Corporation Limited (KSIIDC), pursuant to the withdrawal of nomination of Dr. Sateesha B.C. w.e.f.October 11, 2024 by KSIIDC. The Board places on record its appreciation for the contribution of Dr. Sateesha B.C. during his tenure on the Board of the Company.
As reported in last report, during the FY 2023-24, the Board at its meeting held on May 17, 2024, appointed Mr. Swayam Saurabh as the Chief Financial Officer w.e.f. June 1, 2024, as Mr. Rajeev Pai, Chief Financial Officer, moved to a new role within the organisation and stepped down from the position of Chief Financial Officer of the Company w.e.f. June 1, 2024. The Board places on record its appreciation for the services rendered by Mr. Rajeev Pai during his tenure as the Chief Financial Officer.
The Board at its meeting held on January 24, 2025 appointed Mr. Manoj Prasad Singh as the Company Secretary (in the interim capacity) as Mr. Lancy Varghese resigned as the Company Secretary with effect from December 24, 2024. The Board places on record its appreciation for the services rendered by Mr. Lancy Varghese during his tenure as the Company Secretary.
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 financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 are as under:
# Since the remuneration of these Directors/KMPs is for part of the year or part of the previous year, percentage increase/decrease in remuneration over previous year as well as the ratio of their remuneration to median remuneration is not comparable and hence not disclosed.
*Remuneration to Independent and Nominee directors include Commission and Sitting Fee.
**Executive Directors Remuneration includes taxable perquisite from Employee Stock Option Scheme. Decrease in remuneration in FY 2024-25 is on account of lower perquisite value of options exercised under ESOP in FY 2024-25.
*** Chairman and Managing Director's remuneration includes Commission. Decrease in remuneration is on account of lower commission in FY 2024-25.
(ii) The median remuneration of employees of the Company during the financial year was Rs8.57 lakh.
(iii) In the Financial year, there was an increase of 2.16% in the median remuneration of employees.
(iv) There were 15,793 permanent employees on the rolls of Company as on March 31, 2025.
(v) Average percentage increase made in the salaries of employees other than the managerial personnel in FY 2024-25 and its comparison with the
percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration -
(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.
8. Policy on Directors' Appointment and Remuneration
Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.
The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2025, 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.iswsteel.in/investors/isw-steel-governance-and- regulatorv-information-policies-0.
More details on the Company's policy on Director's appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.
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.
I n the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors' Databank as on the date of this Report.
10. Board Evaluation
The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto. The Directors expressed their satisfaction with the evaluation process.
11. Auditors and Auditors' Report
(a) Statutory auditors and Audit report
At the Company's 28th AGM held on July 20, 2022, M/s. S R B C & CO LLP (324982E / E300003), Chartered Accountants, were appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 28th Annual General Meeting until the conclusion of the 33rd Annual General Meeting of the Company.
The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
Explanation to Statutory Auditor's Qualification on the consolidated and standalone financial statements
The auditors have expressed a qualified opinion on the consolidated and standalone financial statements solely due to the judgement pronounced by the Hon'ble Supreme Court on 2 May 2025 rejecting Company's resolution plan for Bhushan Power and Steel Limited (BPSL) summarised as below:
Statutory Auditor's Qualification Basis for Qualified Opinion
As stated in note 55 to the consolidated financial statements and note 56 (b) to the standalone
financial statements, the Company is in process of evaluating the possible legal remedies pursuant to the Hon'ble Supreme Court's rejection of Company's Resolution Plan for acquisition of Bhushan Power and Steel Limited (BPSL) and believes there is no adverse material impact on these financial statements. Pending the outcomes of the legal remedies being evaluated by the Company as stated in the said note and the final outcome of regulatory actions; and given the uncertainties involved in this regard, we are unable to assess the possible consequential effects thereof on these financial statements
Explanation
The Board has reviewed the impact of the judgement pronounced by the Hon'ble Supreme Court on 2 May 2025 rejecting Company's resolution plan for BPSL and disclosed the following in the notes to the financial statements:
The Hon'ble Supreme Court pronounced the judgment dated 2 May 2025, rejecting Company's resolution plan for BPSL, a subsidiary of the Company and directing the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated 6 March 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC).
Consolidated Financial Statements:
The Company has carried out an assessment of control as per Ind AS 110 - "Consolidated Financial Statements" and based on legal opinion obtained by the Company, has concluded that the Company has control over BPSL as at the date of the balance sheet and have continued with the consolidation of BPSL financial statements with the Company.
The Company carrying amount of the net assets relating to BPSL included in the Consolidated Financial Results as at 31 March 2025 is 114,091 crores. Further the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated 6 March 2020 and judgement dated 2 May 2025, ESCROW Agreement with erstwhile lenders of the Committee of Creditors and legal opinion obtained by the Company, has concluded that the recoverable amount is sufficient enough to cover the carrying value of the net assets of BPSL and hence no provision is required to be made for the net assets included in the consolidated financial statements of the Company as on 31 March 2025.
Standalone Financial Statements:
The Company through its subsidiary Piombino Steel Limited ("PSL") had invested in BPSL and the
carrying amount of its investments in and loans given to PSL aggregates to 19,215 crores as at 31 March 2025. Further, the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated 6 March 2020 and the judgement dated 2 May 2025, the ESCROW Agreement with erstwhile lenders of Committee of Creditors and legal opinion obtained by the Company, and concluded that the recoverable amount is sufficient enough to cover the carrying values in the books and hence no provision is required to be made for the investments in and loans given to PSL as on 31 March 2025.
The Company, in consultation with its legal advisors, is in the process of evaluating all options to finalise the legal remedies including Review of judgement dated 2 May 2025 of the Hon'ble Supreme Court. Pending the outcome of such actions, no adjustments have been made since the Company believes that there is no adverse material impact on the Consolidated and Standalone Financial Statements as on and for the year ended 31 March 2025.
In the opinion of the Board, the Company has taken all steps to successfully revive BPSL to its present status as on today. Further, the Board is of the view that the Company's Resolution Plan for BPSL is in compliance with law and has implemented the Resolution Plan as approved by the National Company Law Appellate Tribunal and hence, would pursue the legal remedies that are available to appeal the said Order.
The Board is of the view the above notes in the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
(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 May 23, 2025, 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 2025-26 on a remuneration of 123,00,000/- 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 March 31, 2024, was September 30, 2024, and the Cost Audit Report was filed in XBRL mode on August 16, 2024.
(c) Secretarial auditor and Secretarial audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan & Co., (ICSI Unique Code No:S1984TN002200) a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. 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.
Pursuant to the amended provisions of Regulation 24A of SEBI Listing and Obligations and Disclosure Requirements (LODR) Regulations, 2015 and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and Board of Directors have approved and recommended the appointment of M/s S. Srinivasan & Co., (ICSI Unique Code No: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 202930, for approval of the Members at ensuing Annual General Meeting of the Company. Brief resume and other details of M/s. S. Srinivasan & Co., Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.
M/s. S. Srinivasan & Co., have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI LODR Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.
Secretarial Audit of Material Unlisted Indian
Subsidiary Companies
a) JSW Vijayanagar Metallics Limited
M/s. S. Srinivasan & Co., Practicing Company Secretaries (ICSI Unique Code No:S1984TN002200), had undertaken secretarial audit of the Company's material subsidiary i.e., JSW Vijayanagar Metallics Limited (JVML) for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer. The Audit Report confirms that JVML has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial Auditor is annexed herewith as Annexure B1.
b) Bhushan Power & Steel Limited
M/s. S. Srinivasan & Co., Practicing Company Secretaries (ICSI Unique Code No:S1984TN002200), had undertaken secretarial audit of the Company's material subsidiary i.e., Bhushan Power & Steel Limited (BPSL) for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Audit Report confirms that BPSL has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial Auditor is annexed herewith as Annexure B2.
c) JSW Steel Coated Products Limited
M/s. MMJC & Associates LLP, had undertaken secretarial audit of the Company's material subsidiary i.e., JSW Steel Coated Products Limited (JSCPL) for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Audit Report confirms that JSCPL has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial 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 2024-25 pursuant to Regulation 24A of the SEBI LODR Regulations. The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges on May 15, 2025, which is within 60 days of the end of the financial year ended March 31, 2025.
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 March 31, 2025, remained at 11,09,80,00,00,000 divided into 70,30,00,00,000 (Seven thousand and thirty crore only) equity shares of face value of 11 (Indian Rupee one only) each and 3,95,00,00,000 (Three hundred and ninety- five crore) preference shares of face value of 110 (Indian Rupees Ten only). The Company's paid-up equity share capital remained at 12,44,54,53,966 (Rupees Two hundred and Forty-four crore fifty-four lakhs fifty-three thousand nine hundred and sixty-six only) comprising 2,44,54,53,966 (Two hundred and Forty-four crore fifty-four lakhs fifty-three thousand nine hundred and sixty-six) equity shares of 11 each whereas the paid- up preference share capital of the Company for the financial year ended March 31, 2025 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 March 31, 2025, the outstanding Notes issued by the Company in the international market are aggregating to US$ 1.40 billion and outstanding Notes issued by an overseas subsidiary of the Company is US$750million. These notes are listed on the Singapore Exchange Securities Trading Limited (the SGX-ST). In addition, bonds aggregating to US$ 185 million have been issued by Jefferson County Port Authority, (a port authority, a body corporate, politic organised and existing under the laws of the State of Ohio, USA), the proceeds of which were utilised for extending a loan to JSW Steel USA Ohio, Inc., a subsidiary of the Company. The outstanding value of notes as on March 31, 2025 is US$ 185 million.
17. Issuance of Non-Convertible Debentures
During the year FY 2025, the Company issued and allotted two tranches of Non-Convertible Debentures (NCDs) to investors on private placement basis comprising of 8.35% per annum Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCDs) of Rs1 lakh each of the Company, aggregating to 11,750 crore (Rupees One Thousand Seven Hundred and Fifty crore only) with a tenor of 5 years and 8.43% per annum Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCDs) of 11 lakh each of the Company, aggregating to 1500 crore (Rupees Five Hundred crore only) with a tenor of 7 years.
As on March 31, 2025, the outstanding NCDs issued by the Company aggregate to 111,625 crore. All the outstanding NCDs are listed on BSE Limited.
18. Credit Rating
During the FY 2024-25, the credit ratings of the Company were reaffirmed and remained unchanged. The summary of the Credit Ratings is as under:
*While India Ratings and Research had re-affirmed the rating at 'AA' with Stable outlook in March 2025, they have changed the outlook to Rating Watch with Developing Implications in May 2025 considering the Supreme Court judgement on the BPSL acquisition matter
In November 2024, Moody's Investors Service has affirmed JSW's Corporate Family Rating (CFR) and its senior unsecured notes rating at Ba1 with Stable Outlook. At the same time, Moody's has also affirmed 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 with Stable Outlook.
In July 2024, Fitch Ratings affirmed the Company's Issuer Default Rating (IDR) at 'BB'. The Outlook is Stable. The agency has also affirmed the rating on the outstanding bonds of the Company and its subsidiary Periama Holdings LLC at 'BB' Stable.
In March 2025, CARE Ratings Ltd has reaffirmed the Company's Issuer Rating and rating for Long Term Bank Facilities and Non-Convertible Debentures to 'CARE AA'; with Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at 'CARE A1+'.
In March 2025, ICRA Limited has reaffirmed the Company's rating for Long Term Bank Facilities and NonConvertible Debentures to '[ICRA] AA'; Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at '[ICRA] A1+'.
While India Ratings and Research had re-affirmed the rating at 'AA' with Stable Outlook in March 2025, they have changed the outlook to Rating Watch with Developing Implications in May 2025 considering the Supreme Court judgement on the BPSL acquisition matter.
19. Employee Stock Ownership Plans (ESOP Plans)
The Board of Directors of the Company, at its meeting held on January 29, 2016 formulated the JSWSL Employees Stock Ownership Plan - 2016 (ESOP 2016 Plan) and at its meeting held on May 21, 2021 formulated the Shri. OP Jindal Employees Stock Ownership Plan (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.
ESOP 2016 Plan:
A total of 2,86,87,000 options were available for grant to the eligible employees of the Company and its Director(s), excluding Independent Directors and promoter Directors, and a total of 31,63,000 options were available for grant to the eligible employees of the Indian Subsidiaries of the Company and their Director(s), excluding Independent Directors, under the ESOP 2016 Plan.
As against this, 1,59,44,271 options have been granted over a period of three years under this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its Indian subsidiaries, including the Whole-time Directors of the Company.
There were no material changes in the ESOP 2016 Plan during the year and the same are in compliance with the ESOP Regulations.
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.
I n addition to the above, pursuant to the approval of the shareholders at the 30th AGM held on July 26, 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 upto 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 Committee may at its discretion, grant such options to the eligible employees of the Company.
The shareholders at the 30th AGM, also approved certain other amendments in the Plan. The rationale for the variations in the Plan were to continue with the Company's rewards philosophy of employee stock options and align employee efforts with organisational outcomes, align the Plan with the revised SEBI Regulations and carry certain editorial and consistency changes. The amendments were not detrimental to the
interests of the employees/ directors of the Company, its subsidiary companies or holding company, if any.
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 and 12,13,539 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, 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.
* ESOP 2016 Plan ** OPJ ESOP Plan 2021
$ Mr. Gajraj Singh Rathore was appointed as Whole-time Director w.e.f. May 19, 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. November 08, 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.
JSWSL Shri. OP Jindal Samruddhi Plan - 2021
JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 (JSWSL OPJ Samruddhi Plan 2021/Plan) was approved by a special resolution passed by the shareholders of the Company on July 21, 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, 14,45,450 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.
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 March 31, 2025, is posted on the Company's website at https:// www.iswsteel.in/investors/isw-steel-governance- and-regulatory-information-shareholders-information and forms a part of this Report.
Voting rights on the shares, if any, as may be issued to employees under the aforesaid ESOP plans are to be exercised by them directly or through their appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Act is not applicable.
The Certificate from the 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 March 31, 2025, 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 are 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.iswsteel.in/investors/isw-steel-governance-and- regulatorv-information-policies-0).
Regulation 23(4) of SEBI LODR Regulations states that all RPTs with an aggregate value exceeding Rs1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders by means of an ordinary resolution. The provisions of Regulation 23(4) of SEBI LODR Regulations requiring prior approval of the
shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.
The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis. The amended Regulation 2(1) (zc) of the SEBI 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 RPTs of the subsidiary entities exceeding the threshold of Rs1,000 crore require approval of the shareholders of the Company.
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. 44 to the standalone financial statements, which sets out related party disclosures.
22. Subsidiaries, Joint Ventures and Associates
The Company has 43 subsidiary companies, 17 joint venture companies and 3 associate companies as on March 31, 2025. 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 joint venture and salient features of their financial statements is forming part of the consolidated financial statements in the prescribed Form AOC-1.
In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI LODR Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on the website of the Company at www.isw.in.
The names of companies that have become or ceased to be subsidiaries, 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 202425:
*During FY 2024-25, Jsquare Electrical Steel Nashik Private Limited (Jsquare) became ioint venture of JSW Steel Limited (JSWSL) pursuant to incorporation of Jsquare by JSW JFE Electrical Steel Private Limited (J2ES), a JV Company of JSWSL, as wholly owned subsidiary of J2ES.
**During FY 2024-25, JSW JFE Electrical Steel Nashik Private Limited (J2ESNPL) became ioint venture of JSW Steel Limited (JSWSL) pursuant to acquisition of J2ESNPL by Jsquare Electrical Steel Nashik Private Limited (Jsquare), the step-down ioint venture company.
(ii) Companies which have ceased to become subsidiaries, joint venture or associate companies (including joint venture Companies) during the FY 2024-25:
* Pursuant to merger with its Holding Company, Periama Holdings, LLC
@ Pursuant to merger with its Holding Company, Planck Holdings, LLC
# Pursuant to winding-up and liquidation
$ Pursuant to the Order of Hon'ble National Company Law Tribunal, Mumbai Bench, sanctioning the Composite Scheme of Amalgamation of National Steel & Agro India Limited with and into JSW Steel Coated Products Limited vide the order dated October 3, 2024 and filing of Form INC 28 by respective companies with Registrar of Companies.
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 2024-25 is placed on the website of the Company and is accessible at the web-link: https:// www.iswsteel.in/investors/isw-steel-disclosure- 46Rssection=investor.
(d) Whistle blower policy/Vigil mechanism
The Company has a vigil mechanism named Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the corporate governance report. The whistle Blower Policy is placed on the website of the Company at the web-link: https://www.iswsteel. in/investors/isw-steel-governance-and-regulatory- 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
If 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.
(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 May 2, 2025, rejecting Company's resolution plan for Bhushan Power & Steel Limited (BPSL), a subsidiary of the Company and directing the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated March 6, 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC). (More information on this matter is given on page 336) 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 7 complaints pertaining to sexual harassment
during FY 2024-25. Of these, 6 were resolved during the financial year, while 1 complaint was pending for resolution as on March 31, 2025, which was resolved on April 11, 2025.
(i) Other disclosures / reporting
There has been no change in the nature of business of the Company as on the date of this Report. The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:
1) Details relating to deposits covered under Chapter V of the Act.
2) Issue of equity shares with differential rights as to dividend, voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.
4) Receipt of secured/unsecured loans from its directors.
5) Buy-back of the equity shares.
6) Receipt of remuneration or commission by Managing Director or the Whole-time Directors of the Company from any of its subsidiary companies of the Company.
7) Details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions.
8) Details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of the financial year.
24. ACKNOWLEDGMENT
The Directors take this opportunity to express their appreciation for the cooperation and the continued support received from the Government of India, the State Governments of Karnataka, Maharashtra, Tamil Nadu, Odisha, Goa, Andhra Pradesh, Gujarat, West Bengal and Jharkhand, Government of Republic of Chile, Mauritius, Mozambique, Italy, the United States of America, the United Kingdom and Australia, regulatory authorities and stock exchanges and the financial institutions, banks as well as the shareholders and debenture holders and debenture trustees and all other stakeholders during the year under review. The Directors also wish to place on record their appreciation for the dedicated services rendered by all employees of the Company.