To

The Members,

Your Directors are pleased to present the 38th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

2. REVIEW OF OPERATIONS

The financial year 2022-23 has registered increase in production and sales volumes as compared to previous financial year. The total pipe production (including pig iron) during 2022-23 was ~ 12,98,598 MT (including

~ 1,24,589 MT pipes produced on job work and 27,857 MT pig iron produced on job work) as compared to

~ 10,48,091 MT (including ~ 28,106 MT pipes produced on job work) during 2021-22. During financial year 2022-23, the Company has sold (including pig iron) ~ 12,85,619 MT (including ~ 1,15,220 MT pipes on job work and 15,668 MT pig iron on job work) as compared to ~ 10,68,728 MT (including ~ 23,231 MT pipes on job work) during 2021-22.

3. CORPORATE RESTRUCTURING i. Jindal Saw Limited ("Transferee Company" or the "Company") and Jindal Quality Tubular Limited ("JQTL" "Transferor Company 1") and Jindal Tubular (India) Limited ("JTIL" "Transferor Company 2") and Jindal Fittings Limited ("JFL" "Transferor Company 3")

The Board of Directors of your Company in their meeting held on 16th March, 2022 after considering the recommendation of Committee of Independent Directors and Audit Committee, approved the Composite Scheme of Amalgamation between Jindal Saw Limited ("Transferee Company" or the "Company") and Jindal Quality Tubular Limited ("JQTL" "Transferor Company 1") and Jindal Tubular (India) Limited ("JTIL" "Transferor Company 2") and Jindal Fittings Limited ("JFL" "Transferor Company 3") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") Read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Further, the equity shareholders, secured and unsecured creditors and debenture holder(s) have approved the Scheme in their respective meetings held on March 25, 2023 convened as per the directions issued by Hon'ble National Company Law Tribunal, Allahabad Bench ("NCLT") vide its order dated January 24, 2023. The Company had already filed the 2nd motion petition with NCLT. The same is pending before the NCLT.

ii. Jindal ITF Limited (Transferee Company) and Sulog Transshipment Services Limited (Transferor Company)

The Board of Directors of Jindal ITF Limited, subsidiary of the Company, had in its meeting held on September 9, 2022 approved the scheme of merger of its wholly owned Subsidiary, Sulog Transshipment Services Limited with Jindal ITF

Limited under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The 2nd motion petition is presently, pending before the NCLT, Allahabad. iii. Acquisition and Merger of Sathavahana Ispat Limited under Insolvency and Bankruptcy Code, 2016

In the IBC proceedings of Sathavahana Ispat Limited (SIL) before the Hon'ble National Company Law Tribunal, Hyderabad Bench (NCLT), the Company participated by submission of a Resolution Plan ("Resolution Plan") for its acquisition. The Resolution Plan was accepted and the Company was declared as the Successful Resolution Applicant ("SRA") for acquisition of SIL by NCLT vide its order dated 31st March, 2023 under Section 31 of the Insolvency and Bankruptcy Code, 2016 (the "IBC"). Pursuant to the approval and subsequent implementation of the said Resolution Plan, SIL stands merged with Jindal Saw Limited with effect from 26th April, 2023. The intimation of such merger was sent to the stock exchanges both National Stock Exchange of India Ltd. and BSE Limited. The erstwhile SIL was engaged in the manufacturing & selling of DI pipes, metallurgical coke & pig iron and generation and sale of power. These manufacturing facilities are situated in the States of Andhra Pradesh and Karnataka and have capacities of 0.25 Million Ton mini blast furnace and 2,10,000 MT DI pipes with 4,00,000 MT of coke facilities. These capacities of SIL would add to the production tonnage of pipes and would result into competitiveness and the operating leverage of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure

"No prior approval was taken from Audit Committee and the Shareholders of the Company pursuant to Regulation

23 (2), 23 (3) and 23 (4) of the SEBI Listing Regulations for entering into material related party transactions exceeding the limit of Rs.2,400 Crores previously approved by the Shareholders of the Company at the Annual General Meeting held on 27th September, 2022 by `399.72 Crores during the Financial Year ended 31st March, 2023."

There have been no fraud, qualification, reservation or adverse remark reported by the Statutory Auditors of the Company.

The Management response on the remarks of Secretarial Auditors in the reports is as under: The approval of the Members was obtained by the Board for material related party transactions (the transactions entered into by the Company with a related party for an aggregate of Rs. 1,000 crore or more) proposed to be entered into during the financial year 2022-2023 with JSW Steel Limited for an aggregated amount of Rs. 2,400 crore at the annual general meeting held on 27th September, 2022.

As on 31st December, 2022, i.e., upon a conclusion of 9 months, the transactions entered into with JSW Steel Limited were within the limit leaving enough head-room for transactions to be entered into during the 4th quarter. However, due to an unexpected upturn in the market and business, the Company received the prestigious order(s) from reputed clients. In order to insulate itself from huge financial losses due to the vagaries of the fluctuating raw material price, meet the rigorous delivery schedule and safe guard company's reputation, the raw material was procured from JSW Steel Limited, which exceeded the pre-approved value of material related party transactions of Rs. 2,400 crore by Rs. 399.72 crore. However, given that the Company has always been committed towards good corporate governance, all transactions with JSW Steel Limited have been done on an arm's length basis and in ordinary course of businessess.

As a matter of good corporate governance, your Board seeks to obtain approval/ratification of the shareholders of the Company for related party transactions with JSW

Steel Limited for the value which exceeds the value already approved the shareholders in their annual general meeting held on 27th September, 2022.

The Management reiterates its commitment for maintaining the highest standard of corporate governance and maintains a zero tolerance approach for the non-compliance of rules and regulations. The above mentioned violation has happened due to extraordinary business exigencies but has nevertheless been conducted on an arm's length basis and in the normal course of business.

Pursuant to Section 148 of the Companies Act, 2013 read with rules made thereunder, the Board, has re-appointed M/s. R. J. Goel & Co., Cost Accountants (Registration No. 000026), to audit the Cost Accounts of the Company for the year ending 31st March, 2024. Their remuneration is proposed to be ratified by Members at the ensuing annual general meeting.

The Cost Audit Report and other documents for the year ended 31st March 2022 were submitted with the Central Government by filing Form CRA-4 vide SRN F34721449 dated 28th October, 2022.

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed by the Board of Directors: -a. that in the preparation of the annual accounts for the financial year ended 31st March, 2023, the Indian Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures; b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period. c. that they had taken proper and sufficient care 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. that they had prepared the accounts for the financial year ended 31st March, 2023 on a ‘going concern' basis. e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, confirming that they meet the criteria of independence have been received.

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors under section 178(1) of the Companies Act, 2013 and SEBI Listing Regulations. This Policy may be accessed on the Company's website at the link: http://www.jindalsaw.com/pdf/Criteia%20for%20 Performance%20Evaluation.pdf On the basis of the Policy for Performance Evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of the same have been given in the report on Corporate Governance annexed hereto.

The details of programme for familiarization of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link: https://jindalsaw. org/pdf/familiarisation_programme_for_independent_ directors_for_the_FY_2022_23.pdf

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management and strategy. Except, Independent Directors, all other Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013. At the ensuing Annual General Meeting, Shri Prithavi Raj Jindal, Non Executive Chairperson, (DIN: 00005301) and Ms. Shradha Jatia, Non-Executive Director (DIN: 00016940) of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

In terms of the 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 per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who were re-appointed during the year are given below:-The Members in their Annual General Meeting held on 9th September, 2019 approved the appointment of Dr. Vinita Jha (DIN : 08395714), Shri Sanjeev Shankar (DIN

: 06872929) and Shri Girish Sharma (DIN : 05112440), as Independent Directors of the Company for their first term of 5 consecutive years and their tenure will be expiring on 21st March, 2024.

Your Board of Directors, after taking into consideration the recommendations of Nomination and Remuneration Committee and given their background, experience, contribution made by them during their tenure as Independent Director and the performance evaluation, feels that the continued association of Dr. Vinita Jha (DIN

: 08395714), Shri Sanjeev Shankar (DIN : 06872929) and Shri Girish Sharma (DIN : 05112440) would be beneficial to the interest of Company as Independent Directors. Accordingly, Board proposes the appointment of Dr. Vinita Jha (DIN : 08395714), Shri Sanjeev Shankar (DIN : 06872929) and Shri Girish Sharma (DIN : 05112440) for 2nd term of further period of 5 consecutive years as an Independent Directors w.e.f. 22nd March, 2024. Their consent for appointment along with declaration that they meets the criteria of independence U/s 149(6) of the Companies Act, 2013 and SEBI Listing Regulations have been received.

Further, the Board of Directors in their meeting held on 17th May, 2023, based on the recommendation of Nomination and Remuneration Committee of the Company, subject to the approval of Shareholders, appointed following: a. Appointed Ms. Shradha Jatia as Whole-time Director of the Company for period of 5 years w.e.f. 18th May, 2023; b. Appointed Ms. Tripti Arya as Whole-time Director of the Company for period of 5 years w.e.f. 18th May, 2023 ; c. Reappointed Shri Neeraj Kumar as Group CEO and Whole-time Director of the Company for the period of 5 years w.e.f. 1st July, 2023; and d. Reappointed Shri Hawa Singh Chaudhary as Whole-time Director of the Company for period of 2 years w.e.f. 1st November, 2023. Above Directors shall be liable to retire by rotation. The above proposals are being placed for the approval of the Members.

The Nomination and Remuneration Committee selects the candidates to be appointed as the Director on the basis of the requirement and enhancing the competencies of the Board.

The current policy is to have a balance of executive and non-executive Independent Directors to maintain the independence of the Board and to separate the functions of governance and management. The composition of Board of Directors during the year ended March 31, 2023 is in conformity with Regulation 17 of the SEBI Listing Regulations, read with Section 149 of the Companies Act, 2013.

The Company has policy, namely Nomination and Remuneration Policy, to govern directors' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013 and the remuneration to the Directors.

The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirement set out by SEBI Listing Regulations. The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached with the report on Corporate Governance.

The credit ratings obtained by the Company during the year under review are as under:

The regulation 23(4) states that all related party transactions (RPTs) with an aggregate value exceeding Rs.1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders. 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.

During the year under review, the Company has entered into material related party transactions with JSW Steel Limited and Jindal Steel and Power Limited. All the related party transactions are in compliance with the provisions of SEBI Listing Regulations as applicable during the financial year ended 31st March, 2023 except the Related Party Transactions with JSW Steel Limited entered into for a value in an aggregate exceeding the value approved by the members in the previous AGM resulting into violation of Regulation 23 (2), (3) and (4) of the SEBI Listing Regulations. The detailed information can be referred to in the Directors' Report in respect of remark of Secretarial Auditors in this regard.

The related party transaction policy of the company can be accessed on the Company's website at the link: http://www.jindalsaw.com/pdf/140_Download_ RELATEDPARTYTRANSACTIONPOLICY.pdf Please refer to Note No 51 to the standalone financial statements, which sets out related party disclosures.

The objective of the Company's Corporate Social Responsibility (‘CSR') initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company's CSR policy provides guidelines to conduct its CSR activities of the Company. The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Board's Report. The CSR policy is available on the website of the Company at http://www.jindalsaw.com/pdf/Jindal-SAW-CSR-Policy.pdf The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion. Pursuant to CSR Policy various activities were recommended by the CSR Committee to the Board, which were undertaken by the Company. During the year, the Company had spent

Rs.986.31 Lakh Lacs on CSR activities against the total obligation of Rs.1268.36 Lakh. Thus, an amount of Rs.282.05 Lakh is less spent on above activities for the financial year ended 31st March 2023. The management continue to explore the feasible project to spend the CSR fund so that the society at large would be benefited. Further, as per the provisions of Section 135 (5) read with schedule VII of the Companies Act, 2013, the unspent amount of

Rs.282.05 Lakh has been deposited in the PM CARES Fund on 11th May, 2023.

A report on CSR activities is annexed herewith as Annexure 1.

The Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company's enterprise wide risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Company conducts the business and manages associated risks.

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business. The framework has been designed to provide with the size, scale and complexity of its operations, safeguarding of its assets, comply with the applicable laws, prevention and detection of fraud, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the "Internal Control and Internal Audit System and Their Adequacy" section in Management Discussions and Analysis Report, which forms part of this Annual Report.

The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are prepared, maintained and the same are audited by the Cost Auditor.

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings), SS-3 (Dividend) and SS-4 (Report of the Board of Directors) respectively, have been duly followed by the Company.

During the year under review, the Board of Director of the Company met 4 (Four) times during the year ended 31st March, 2023. These meetings of the Board of Directors were held on 30th May, 2022, 5th August, 2022, 11th November, 2022 and 25th January, 2023. The composition of Board of Directors during the year ended March 31, 2023 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further details, please refer Report on Corporate Governance attached to this Annual Report.

During the year under review, the Independent Directors of the Company met 2 (two) times on 20th September, 2022 and 24th January, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

As on 31st March, 2023 the Audit Committee comprised of 5 Independent Directors and 1 Executive Director as its Members. The Chairperson of the Committee is an Independent Director. The Members possess adequate knowledge of accounts, audit, finance, etc. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. During the year ended 31st March, 2023, the Committee met 4 (four) times on 30th May, 2022, 5th August, 2022, 11th November, 2022 and 25th January, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

As on 31st March, 2023, the Nomination and Remuneration Committee comprised of 4 Independent Directors. The Chairperson of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 the Companies Act, 2013 and SEBI Listing Regulations. During the year ended 31st March, 2023, the Committee met 3 (three) times on 30th May, 2022, 11th November, 2022 and 15th March, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

As on 31st March 2023, the Stakeholders Relationship Committee comprised of 4 Independent Director and 2 Executive Directors. The Chairperson of the Committee is an Independent Director. The Composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Companies Act, 2013 and SEBI Listing Regulations. During the year ended 31st March, 2023, the Committee met once on 23rd January, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

As on 31st March, 2023, the CSR Committee comprised of 3 Independent Directors and 2 Executive Directors. The Chairperson of the Committee is an Independent Director. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013. During the year ended 31st March, 2023, the Committee met once on 15th March, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

As on 31st March, 2023, the Risk Management Committee comprised of 2 Independent Directors, 2 Executive Directors and 2 non board members. The Chairperson of the Committee is Independent Director. The Composition of the Risk Management Committee is in conformity with requirements of the SEBI Listing Regulations. During the year ended 31st March, 2023, the Committee met 2 (two) times on 20th September, 2022 and 15th March, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. As per the said Policy the protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Group CEO & Whole-time Director or to the Chairperson of the Audit Committee. No complaint was received during the year nor was pending at the end of the year.

The Policy on vigil mechanism and whistle blower may be accessed on the Company's website at the link: http:// www.jindalsaw.com/pdf/vigil-mechanism-policy.pdf

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security were proposed to be utilized by the recipients are provided in the standalone financial statements (Please refer to Notes to the standalone financial statements).

Information pursuant to the provision of Section 134 of Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given is annexed hereto as Annexure 3.

Extract of Annual Return of the Company is annexed herewith as Annexure 4.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure 5.

Disclosures pertaining to remuneration and other details 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 are provided as Annexure 6.

As per Regulation 34(f) of SEBI Listing Regulations, the Annual Report shall contain business responsibility sustainability report (BRSR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRSR is made available on the Company's website at www.jindalsaw.com.

During the year ended March 31, 2023, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023.

During the financial year there was no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Further, no application made or any proceedings were pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review. The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.

The Company has a policy for prevention of sexual harassment of women at workplace and also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company as an equal employment opportunity provider and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place, if involving employees, is a grave offence and is, therefore, punishable.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under: a) No. of Complaints filed during the year: Nil b) No. of Complaints disposed of during the year: Nil c) No. of Complaints pending at end of year: Nil

Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. They are also grateful for the confidence and faith that you have reposed in the Company as its member.