2.10 Provisions and contingencies
a) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
Gratuity and compensated absences provision
Refer note 2.6 for provision relating to gratuity and compensated absences.
b) Contingencies
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Information on contingent liabilities is disclosed in the notes to the financial statements. Contingent assets are not recognised. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognised as an asset.
2.11 Employee share based payments
Pursuant to Securities and Exchange Board of India [Share Based Employee Benefits and Sweat Equity] Regulation, 2021 ["SBEB Regulation”], the shareholders of the Company had approved certain share based payment schemes for the employees. The Company has created a trust "Samruddhi Employees Trust (formerly known as Jindal SAW Employee Welfare Trust) (the Trust)” for day to day operations and managing these schemes. The Company in its standalone financial statements consider the Trust as its extension inspite of being a separate legal entity and shares held by the Trust are considered as treasury shares and disclosed as treasury shares reserve under other equity.
3. Critical accounting estimates, assumptions and judgements
In the process of applying the Company's accounting policies, management has made the following estimates, assumptions and judgements, which have material effect on the amounts recognised in the standalone financial statements:
(a) Property, plant and equipment
External adviser or internal technical team assess the remaining useful lives and residual value of property, plant and equipment. Management believes that the assigned useful lives and residual value are reasonable, the estimates and assumptions made to determine depreciation are critical to the Company's financial position and performance.
(b) Income taxes
Management judgement is required for the calculation of provision for income taxes and deferred tax assets and liabilities. The Company reviews at each Balance Sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to material adjustment to the amounts reported in the standalone financial statements.
(c) Contingencies
Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/ claim/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.
(d) Allowance for uncollected trade receivables and advances
Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not to be collectible. Impairment is made on the expected credit losses, which are the present value of the cash shortfall over the expected life of the financial assets.
(e) Estimation of Defined Benefit Obligations (DBO)
Management's estimate of the DBO is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may materially impact the DBO amount and the annual defined benefit expenses.
(f) Impairment of investments in subsidiaries, associates and joint ventures
Investments in subsidiaries, joint ventures and associates are carried at cost. At each Balance Sheet date, the management assesses the indicators of impairment of such investments. This requires assessment of several external and internal factors including capitalisation rate, key assumption used in discounted cash flow models (such as revenue growth, unit
price and discount rates) or sales comparison method which may affect the carrying value of investments in subsidiaries, joint ventures and associates.
4. Other Accounting Policies
4.1 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Board of Directors of Jindal Saw Limited has appointed Managing Director who assesses the financial performance and position of the Company, and make strategic decisions. The Managing Director has been identified as being the chief operating decision maker. Refer note 41 for segment information provided.
4.2 Other intangible assets
Identifiable intangible assets are recognised a) when the Company controls the asset, b) it is probable that future economic benefits attributed to the asset will flow to the Company and c) the cost of the asset can be reliably measured.
Computer softwares are capitalised at the amounts paid to acquire the respective license for use and are amortised over the period of license, generally not exceeding 6 years on straight-line basis. The assets' useful lives are reviewed at each financial year end.
4.3 Investment in subsidiaries
A subsidiary is an entity controlled by the Company. Control exists when the Company has power over the entity, is exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over entity.
Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity's returns.
Investments in subsidiaries are carried at cost. The cost comprises price paid to acquire investment and directly attributable cost.
4.4 Investment in associates and joint ventures Associates
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The investment in associate are carried at cost. The cost comprises price paid to acquire investment and directly attributable cost.
Joint Ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint venturer is a party to a joint venture that has joint control of that joint venture.
The investment in joint venture are carried at cost. The cost comprises price paid to acquire investment and directly attributable cost.
4.5 Impairment of assets
Non-current assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non¬ financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Also refer note 3(f).
4.6 Cash and cash equivalents
Cash and cash equivalents includes cash on hand and at bank, deposits held at call with banks, other short-term, highly liquid investments with original maturities of 3 months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and are held for the purpose of meeting short-term cash commitments.
For the purpose of the Statement of Cash Flows, cash and cash equivalents consists of cash and short-term deposits, as defined above, net of outstanding bank overdraft as they are being considered as an integral part of the Company's cash management. Bank overdrafts are shown within borrowings in current liabilities in the Balance Sheet.
4.7 Leases
Lease accounting by the Company as a lessee
The Company as lessee will measure the right-of-use asset at cost by recognition a right-of-use asset and a lease liability on initial measurement of the right-of-use asset at the commencement date of the lease.
The cost of the right-of-use asset will comprise:
i) the amount of the initial measurement of the lease liability,
ii) any lease payments made at or before the commencement date less any lease incentives received,
iii) any initial direct costs,
iv) restoration costs.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease liability will be initially measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if the rate cannot be readily determined incremental borrowing rate will be considered. Lease payments are allocated between principal and finance cost. Interest on lease liability in each period during the lease will be the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.
Lease payments will comprise the following payments for the right-of-use the underlying asset during the lease term that are not paid at the commencement date:
i) fixed payments (including in-substance fixed payments) less any lease incentives receivable,
ii) variable lease payments,
iii) amounts expected to be payable under residual value guarantees,
iv) the exercise price of a purchase option, if the Company is reasonably certain to exercise that option,
v) payments of penalties for terminating the lease, if the lease term reflects the Company exercising an option to terminate the lease.
Subsequent measurement of the right-of-use asset after the commencement date will be at cost, the value of right-of-use asset will be initially measured at cost less accumulated depreciation and any accumulated impairment loss and adjustment for any re-measurement of the lease liability.
The right-of-use asset will be depreciated from the commencement date to the earlier of the end of the useful life of the asset or the end of lease term, unless lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, in such case the Company will depreciate asset to the end of the useful life.
Subsequent measurement of the lease liability after the commencement date will reflect the initially measured liability increased by interest on lease liability, reduced by lease payments and re-measuring the carrying amount to reflect any re-assessment or lease modification.
Right-of-use asset and lease liability are presented on the face of Balance Sheet. Depreciation charge on right-of-use asset is presented under depreciation expense as a separate line item. Interest charge on lease liability is presented under finance costs as a separate line item. Under the Statement of Cash Flows, cash flow from lease payments including interest are presented under financing activities. Short-term lease payments, payments for leases of low-value assets and variable lease payments that are not included in the measurement of the lease liabilities are presented as cash flows from operating activities. Low value lease threshold is ' 1.2 lakhs per annum.
Lease accounting by the Company as a lessor
The Company as a lessor needs to classify each of its leases either as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset.
Finance lease
At the commencement date, the Company will recognise assets held under a finance lease in its Balance Sheet and present them as a receivable at an amount equal to the net investment in the lease. Net investment is the discount value of lease receipts net of initial direct costs using the interest rate implicit in the lease. For subsequent measurement of finance leased assets, the Company will recognise interest income over the lease period, based on a pattern reflecting a constant periodic rate of return on the Company's net investment in the lease.
Operating lease
The Company will recognise lease receipts from operating leases as income on either a straight-line basis or another systematic basis. The Company will recognise costs, including depreciation incurred in earning the lease income as expense.
4.8 Foreign currency translation
a) Functional and presentation currency
Standalone financial statements have been presented in Indian Rupees ('), which is the Company's functional and presentation currency.
b) Transactions and balances
Transactions in foreign currencies are initially recorded by the Company at rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the year end exchange rates are recognised in the Statement of Profit and Loss.
Foreign exchange differences arising on foreign currency borrowings are presented in the Statement of Profit and Loss, within finance costs. All other foreign exchange gains and losses are presented in the Statement of Profit and Loss on a net basis within other income/other expenses, as appropriate.
Exchange gain and loss on trade receivables, trade payables and other than financing activities on a net basis are presented in the Statement of Profit and Loss, as other income and as other expenses, respectively. Foreign exchange gain and loss on financing activities to the extent that they are regarded as an adjustment to interest expenses are presented in the Statement of Profit and Loss as finance costs and balance gain and loss are presented in the Statement of Profit and Loss as other income and as other expenses, respectively.
Non-monetary items that are measured at fair value in foreign currency are translated using the exchange rates at the date when the fair value was determined.
4.9 Derivative financial instruments
The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at the end of each period. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss.
4.10 Equity share capital
Ordinary shares are classified as equity. Incremental costs net of taxes directly attributable to the issue of new equity shares are reduced from retained earnings, net of taxes.
4.11 Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
4.12 Compound financial instruments
The liability component of a compound financial instrument is recognised initially at fair value of a similar liability that does not have an equity component. The equity component is recognised initially as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and the equity components, if material, in proportion to their initial carrying amounts.
Subsequent to the initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest rate method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.
On material modification of compound financial instrument, original debt component is derecognised and the same is re¬ recognised at its new fair value. Any gain/loss on such modification is recognised in the Statement of Profit and Loss.
4.13 Income tax
The income tax expense or credit for the period comprises of tax payable on the current period's taxable income based on the applicable income tax rate, the changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses and previous year tax adjustments.
Tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised directly in equity or other comprehensive income, in such cases the tax is also recognised directly in equity or in other comprehensive income. Any subsequent change in direct tax on items initially recognised in equity or other comprehensive income is also recognised in equity or other comprehensive income, such change could be for change in tax rate.
The current income tax charge or credit is calculated on the basis of the tax law enacted after considering allowances, exemptions and unused tax losses under the provisions of the applicable Income Tax Laws. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to tax authorities.
Deferred income tax is recognised, using the balance sheet method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilised.
4.14 Government grants
Government grants with a condition to purchase, construct or otherwise acquire long-term assets are initially measured based on grant receivable under the scheme. Such grants are recognised in the Statement of Profit and Loss on a systematic basis over the useful life of the asset. Amount of benefits receivable in excess of grant income accrued based on usage of the assets is accounted as Government grant received in advance. Changes in estimates are recognised prospectively over the remaining life of the assets.
The Company has option to present the Government grant related to property, plant and equipment by deducting the grant from the carrying value of the asset and to present the non-monetary grant at a nominal amount. The Company has not availed this option in the current financial year.
Grants from the Government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government revenue grants relating to income are deferred and recognised in the Statement of Profit and Loss over the period necessary to match them with the costs that they are intended to compensate and presented with other income.
4.15 Dividend distribution
Annual dividend distribution to the shareholders is recognised as a liability in the period in which the dividends are approved by the shareholders. Any interim dividend paid is recognised on approval by Board of Directors. Dividend payable is recognised directly in equity.
4.16 Earnings per share
Basic earnings per share is computed using the net profit for the year (without taking impact of other comprehensive income) attributable to the shareholders and weighted average number of shares outstanding during the year. The weighted average numbers of shares also includes fixed number of equity shares that are issuable on conversion of compulsorily convertible preference shares, debentures or any other instrument, from the date consideration is receivable (generally the date of their issue) of such instruments.
The diluted earnings per share is computed on the same basis as basic earnings per share, after adjusting the effect of potential dilutive equity shares unless the impact is anti-dilutive, using the net profit for the year attributable to the shareholders and weighted average number of equity and potential equity shares outstanding during the year including share options, convertible preference shares and debentures. Potential equity shares that are converted during the year are included in the calculation of diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date of conversion.
4.17 Current versus non-current classification
The Company presents assets and liabilities in Balance Sheet based on current/non-current classification.
The Company has presented non-current assets and current assets before equity, non-current liabilities and current liabilities in accordance with Schedule III, Division II of Companies Act, 2013 notified by MCA.
An asset is classified as current when it is:
a) Expected to be realised or intended to be sold or consumed in normal operating cycle,
b) Held primarily for the purpose of trading,
c) Expected to be realised within 12 months after the reporting period, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for atleast 12 months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when it is:
a) Expected to be settled in normal operating cycle.
b) Held primarily for the purpose of trading,
c) Due to be settled within 12 months after the reporting period, or
d) There is no unconditional right to defer the settlement of the liability for atleast 12 months after the reporting period.
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Deferred tax assets and liabilities are clasified as non-current assets and liabilities.
Notes:
i. No. of shares includes shares held by the Companys' nominee, as applicable.
ii. 2,01,00,000 (March 31, 2025 2,01,00,000) of ' 100 each 0.01% Non-Cumulative Redeemable Preference Shares (NCRPS) recorded at fair value in earlier year. Equity component amounting to ' 10,998.61 lakhs (March 31, 2025'10,998.61 lakhs) disclosed above as investment in equity and debt component amounting to ' 60,594.50 lakhs (March 31, 2025 ' 53,434.30 lakhs) disclosed above as investment in debt.
iii. Investment comprises of three shares having face value of 1 share @ US$ 1 each, face value of 1 share @ US$ 19,50,000 each and face value of 1 share @ US$ 70,00,000 each.
iv. The Company had granted loan repayable on demand to its subsidiary in earlier years. The said loan was due for repayment on October 30, 2024. On the due date, the loan was partly repaid, and the remaining amount was converted into Compulsory Convertible Debentures (CCDs) carrying a redemption premium @ 10.99% per annum on monthly rest. The aforesaid CCDs along with redemption premium were converted into equity shares on March 27, 2025 pursuant to the option exercised by the Company.
v. Investments were made to enter into long-term power purchase agreements, where there is no participation in management of these investee companies and no right on return on investments.
vi. During the year, the Company has further invested USD 2,00,00,000 (' 17,760.23 lakhs) in Jindal Saw Holdings FZE resulting in the change in carrying amount of the investment to ' 33,441.16 lakhs (March 31, 2025'15,680.93 lakhs) without changing the number of shares held, following the UAE regulations.
39. Financial risk management
39.1 Financial risk factors
The Company's principal financial liabilities, other than derivatives, comprise borrowings, leases, trade and other payables and financial guarantee contracts. The main purpose of these financial liabilities is to manage finances for the Company's operations. The Company has loans, trade and other receivables, cash and short-term deposits that arise directly from its operations. The Company also enters into derivative transactions. The Company's activities expose it to a variety of financial risks detailed below:
i) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial instruments. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is based on the financial assets and financial liabilities held as at March 31, 2026 and March 31, 2025.
ii) Credit risk
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.
iii) Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.
The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. The Company uses derivative financial instruments to hedge certain risk exposures. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.
Risk management is carried out by the treasury department under policies approved by the Board of Directors. The treasury team identifies, evaluates and hedges financial risks in close co-operation with the Company's operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, liquidity risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
Market Risk
The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant Statement of Profit and Loss item is the effect of the assumed changes in the respective market risks. The Company's activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. The Company uses derivative financial instruments such as foreign exchange forward contracts of varying maturity depending upon the underlying contract and risk management strategy to manage its exposures to foreign exchange fluctuations.
(a) Foreign exchange risk and sensitivity
The Company transacts business primarily in USD, Euro, OMR, SAR and other currencies. The Company has obtained foreign currency loans and has foreign currency trade payables and receivables and other receivables and payables and is therefore, exposed to foreign exchange risk. Certain transactions of the Company act as a natural hedge as a portion of both assets and liabilities are denominated in similar foreign currencies. For the remaining exposure to foreign exchange risk, the Company adopts a policy of selective hedging based on risk assessment of the management. Foreign exchange hedging contracts are carried at fair value.
The Company's exposure to foreign currency risk expressed in Indian Rupees at the end of the financial year are as follows:
(c) Commodity price risk and sensitivity
The Company is exposed to the movement in price of key raw materials in domestic and international markets. The Company has in place policies to manage exposure to fluctuations in the prices of the key raw materials used in operations. For procurement of material, majority of transactions have short-term fixed price contract. Further, to minimise the risk of import, the Company enters into foreign exchange forward contracts, when considered appropriate.
(d) Credit risk
Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost, deposits with banks, credit exposures from customers including outstanding receivables and other financial instruments.
Trade receivables and contract assets
The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables and contract assets are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has obtained advances and security deposits from some of its customers and distributors, which mitigate the credit risk to an extent.
Provision for expected credit losses (ECL)
The Company extends credit to customers as per the internal credit policy. Any deviation are approved by appropriate personnel, after due consideration of the customers credentials and financial capacity, trade practices and prevailing business and economic conditions. The Company's historical experience of collecting receivables and the level of default indicate that credit risk is low and generally uniform across markets; consequently, trade receivables and contract assets are considered to be a single class of financial assets. All overdue customer balances are evaluated taking into account the age of the dues, specific credit circumstances, the track record of the customers etc. Loss allowances and impairment is recognised as per the Company policy.
The Company assigns the following internal credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of the financial assets. The Company provides for expected credit loss based on the following:
(e) Liquidity risk
The Company's objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all times. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.
The table below provides undiscounted cash flows towards non-derivative financial liabilities and net-settled derivative financial liabilities into relevant maturity based on the remaining period at the Balance Sheet to the contractual maturity date.
The Company is required to maintain ratios as per loan agreements. In the event of failure to meet any of these ratios these loans become callable at the option of lenders, except where exemption is provided by lender. The Company aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches of the financial covenants of any interest bearing loans and borrowings for reported periods.
39.2 Competition risk
The Company faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers.
39.3 Capital risk management
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primary objective of the Company's capital management is to maximise the shareholders value. The Company's primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company's ability to continue as a going concern in order to support its business and provide maximum returns for shareholders'. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2026 and March 31, 2025.
The Company monitors capital using gearing ratio, which is net debt divided by sum of capital and net debt.
For the purpose of the Company's capital management, capital includes equity share capital and other equity as per the Balance Sheet. Net debt includes interest bearing loans and borrowings less cash and cash equivalents.
During FY 2025-26, the Company's strategy was to maintain a gearing ratio within 15% to 20%. The gearing ratios at March 31, 2026 and March 31, 2025 are as follows:
Fair valuation techniques
The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant available data. The fair values of the financial assets and liabilities represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following methods and assumptions were used to estimate the fair values:
1) Fair value of cash, bank and deposits, trade receivables, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
2) Long-term fixed-rate and variable-rate loans/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of variable interest rate borrowings approximates their carrying values. For fixed interest rate borrowings, fair value is determined by using the discounted cash flow (DCF) method using discount rate that reflects the Company's borrowings rate. Risk of non¬ performance for the Company is considered to be insignificant in valuation.
3) The fair values of derivatives are estimated by using pricing models, where the inputs to those models are based on readily observable market parameters basis contractual terms, period to maturity and market parameters such as interest rates, foreign exchange rates and volatility. These models do not contain a high level of subjectivity as the valuation techniques used do not require significant judgement, and inputs thereto are readily observable from actively quoted market prices. Management has evaluated the credit and non-performance risks associated with its derivative counterparties and believe them to be insignificant and not warranting a credit adjustment.
Fair Value hierarchy
The following table provides the fair value measurement hierarchy of Company's asset and liabilities, grouped into Level 1 to Level 3 as described below:
Level 1: It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the Balance Sheet date like mutual funds. The mutual funds are valued using the closing net assets value (NAV) as at the Balance Sheet date.
Level 2: It includes fair value of the financial instruments that are not traded in an active market like over-the-counter derivatives, which is valued by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: Inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
46. Compliance with audit trail for accounting software
The Company is using an ERP which is widely used internationally. The ERP software is having an audit trail feature for maintaining its books of account. The Company enabled audit trail in all the tables throughout the year except that as per the ERP provider, though system administrator can use this id, an audit trail for command executed by system administrator is not available at database level. To mitigate this, the Company implemented a customised solution that allows to check if system administrator has logged in through this user id, the command executed and final modified values.
47. Employee Benefit Obligations
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. Refer table below for the expense recognised during the period towards defined contribution plan:
With effect from November 21, 2025, the Government of India has consolidated existing labour legislations into a unified framework comprising of four Labour Codes collectively referred to as the 'New Labour Codes'. However, the corresponding Rules under these New Labour Codes are yet to be notified. The Company has estimated and recorded past service cost based on the best available information and review of the existing wage structure. The Company continues to monitor the finalisation of Central/State Rules and clarifications from the Government of India on several aspects of the New Labour Codes and would provide appropriate accounting effect based on such developments and consequent management decisions in this regard.
OCI presentation of defined benefit plan
Gratuity is in the nature of defined benefit plan, accordingly, re-measurement gains and losses on gratuity is presented under OCI as an item that will not be reclassified to profit and loss along with income tax effect on the same.
Presentation in Statement of Profit and Loss and Balance Sheet
Expense for service cost, net interest expense and expected return on plan assets is charged to Statement of Profit and Loss. Actuarial liability for gratuity is shown as current and non-current provision in Balance Sheet.
The entire amount of the provision for compensated absences of ' 9,549.67 lakhs (March 31, 2025'9,740.91 lakhs) is presented as current, since the Company does not have an unconditional right, at the end of the reporting period, to defer settlement for
any of these obligations beyond 12 months. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.
The Company has taken policies from an insurance company for managing gratuity fund. The major categories of plan assets for the year ended March 31, 2026 and March 31, 2025 has not been provided by the insurance company. Accordingly, the disclosure for major categories of plan assets has not been provided.
Risk exposure
The Company has taken group gratuity policies from an insurance company. Contribution towards policies are done annually basis demand from insurance company. Due to the restrictions in the type of investment that can be held by the gratuity fund, it is not possible to explicitly follow on assets-liability matching strategy to manage risk actively.
The insurance policy is non-participating variable insurance plan and will not participate in the profits of the insurance company. These policies provide for minimum floor rate (MFR), i.e. a guaranteed interest rate that the policy account will earn during the entire policy term. In addition to MFR, the insurance company shall also declare a non-zero positive additional interest rate (AIR) at the beginning of every financial quarter on the policy account and AIR shall remain guaranteed for that financial quarter. In addition to this, the policy also earns residual addition.
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility
This may arise from volatility in asset values due to market fluctuations. Most of the plan asset investments are in fixed income securities.
Changes in Government bond yields
The plan liabilities are calculated using a discount rate set with reference to Government bond yields. A decrease in Government bond yields will increase plan liabilities and vice-versa, although this will be partially offset by an increase in the value of the plans' holdings in such bonds.
Salary Cost Inflation Risk
The present value of the defined benefit plan liability is calculated with reference to the future salaries of participants under the plan. Increase in salary due to adverse inflationary pressures might lead to higher liabilities.
(i) Utilisation of borrowings
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were taken.
(j) Compliance with approved scheme(s) of arrangements
The Company has not entered into into any scheme of arrangement which has an accounting impact on current and previous financial year.
(k) Utilisation of borrowed funds and share premium
(I) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries, except that during the current year, the Company has made investment amounting to ' 17,760.23 lakhs (USD 2,00,00,000) in wholly-owned Subsidiary, Jindal Saw Holdings FZE, UAE, and out of this amount, Jindal Saw Holdings FZE has further invested AED 7,00,34,802 in step-down Subsidiary Jindal Seamless Pipe Manufacturing LLC, UAE, and has also invested AED 9,36,488 in step-down Joint Venture, Jindal Saw and Buhur Altavision Company.
(II) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(l) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(m) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(n) During the current year, the Company has not granted any loan except unsecured loan to 337 employees amounting to ' 527.93 lakhs, has not given any guarantee to any of its subsidiaries and joint ventures and no additional security to banks has been given during the year, except additional land parcels offered to the working capital lenders under consortium. Further, the Company has also made investment amounting to ' 17,760.23 lakhs (USD 2,00,00,000) in wholly-owned Subsidiary Jindal Saw Holdings FZE (JSH), UAE.
During the previous year, the Company had made investment in Renew Surya Tejas Private Limited amounting to ' 727.18 lakhs and Renew Green (MHH One) Private Limited amounting to ' 707.13 lakhs, had not granted any loan except unsecured loan to 377 employees amounting to ' 739.16 lakhs, had given additional six guarantees to a Subsidiary (Jindal Saw Gulf LLC) for which outstanding loan amount was ' 60,833.78 lakhs (these guarantees had been replaced from one of the existing Subsidiary (Jindal Saw Middle East FZE)) and provided security to banks amounting to ' 3,42,856.00 lakhs.
54. Government grant
The Company receives various government incentives and subsidies linked to manufacturing operations across different states. These grants are recognised in income over the period in which the related conditions are met. There are no unfulfilled conditions or contingencies attached to these grants unless otherwise stated.
1. Packaged Scheme of Incentive (PSI) - Maharashtra (Nashik Unit)
The Nashik facility has been granted "Mega Project Status” under Packaged Scheme of Incentives (PSI), 2007 by the Government of Maharashtra. The scheme aims to promote industrial development and employment generation.
Key benefits include electricity duty exemption for seven years, exemption from stamp duty and reimbursement of VAT/CST payable to the State Government, subject to prescribed limits.
As at March 31, 2026, unrecognised Government grant income stood at ' 5,608.47 lakhs (March 31, 2025'6,025.05 lakhs). Grant recognised as other income during the current year ' 416.59 lakhs (March 31, 205'416.59 lakhs). As at March 31, 2026, grant receivable stood at ' 261.32 lakhs (March 31, 2025'261.32 lakhs).
2. Rajasthan Investment Promotion Scheme (RIPS) - Rajasthan (Bhilwara Unit)
The Bhilwara unit has been granted a "Customised Package” under Rajasthan Investment Promotion Scheme (RIPS) 2010 to encourage investment and employment generation in Rajasthan.
Benefits include partial exemption from electricity duty, investment subsidy linked to state taxes deposited, employment generation subsidy, and exemption from stamp duty and land conversion charges.
As at March 31, 2026, unrecognised Government grant income stood at ' 938.89 lakhs (March 31, 2025'978.48 lakhs). Grant recognised as other income during the current year ' 39.60 lakhs (March 31, 2025'39.60 lakhs).
3. Industrial Investment Promotion Scheme - Uttar Pradesh (Kosi Unit)
Under the Industrial Investment Promotion Scheme, 2003, the Kosi Kalan unit is eligible for an interest free loan provided as working capital assistance for mega units.
As at March 31, 2026, the unrecognised Government grant income stood at ' 1,945.54 lakhs (March 31, 2025'2,035.15 lakhs), addition during the year ' Nil (March 31, 2025'377.26 lakhs). Grant recognised as other income during the current year ' 89.61 lakhs (March 31, 2025'42.93 lakhs).
4. ETP Subsidy - Karnataka (Bellary Unit)
The Bellary unit has received a capital subsidy for setting up an Effluent Treatment Plant (ETP) under Karnataka Industrial Policy 2009-2014.
As at March 31, 2026, unrecognised Government grant income stood at ' 2.88 lakhs (March 31, 2025'6.03 lakhs). Grant recognised as other income during the current year ' 3.15 lakhs (March 31, 2025'3.15 lakhs).
5. Industrial Promotion Policy - Madhya Pradesh (Indore Unit)
The Indore unit is eligible for a capital subsidy under the Industrial Promotion Policy, 2014, aimed at promoting industrialisation and employment generation.
As at March 31, 2026, unrecognised Government grant income stood at ' 1,343.66 lakhs (March 31, 2025'1,094.08 lakhs), addition during the year ' 285.00 lakhs (March 31, 2025'576.00 lakhs). Grant recognised as other income during the current year ' 35.42 lakhs (March 31, 2025'16.24 lakhs).
6. Export Promotion Capital Goods (EPCG) Scheme
Under the EPCG scheme, the Company imports eligible capital goods without payment of customs duty, subject to fulfilment of export obligations. As on the reporting date, there is no outstanding export obligation against the EPCG licenses. There are no other contingencies relating to these grants. Details of Government grant availed and export obligation are as follows:
Note: Treasury shares are excluded from weighted average number of Equity shares used as a denominator in the calculation of EPS.
57. Impairment review
Assets are tested for impairment annually or whenever there are any indicators for impairment. Impairment test is performed at the level of each Cash Generating Unit ('CGU') or group of CGUs within the Company at which assets are monitored for internal management purpose. The impairment assessment is based on higher of value in use and fair value less cost of disposal.
Impairment assessment of Goodwill
Goodwill was recognised on amalgamation of erstwhile associate namely Jindal Fittings Limited with the Company pursuant to Composite Scheme of Amalgamation approved by NCLT. The said goodwill was initially measured, being the excess of cost of investment and consideration to other shareholder in Jindal Fittings Limited over its net identifiable assets acquired and liabilities assumed.
The Company has performed annual impairment test for carrying value of the goodwill.
The recoverable amount has been considered based on the fair value less cost of disposal or value in use, whichever is higher as required to be assessed under Ind AS 36.
The recoverable amount of the unit has been determined based on value in use calculation using cash flow projections from financial projections. The pre-tax discount rate of 13.5% (March 31, 2025 13.5%) applied to cash flow projections for impairment testing and cash flow beyond the five year period are extrapolated using a 4% (March 31, 2025 4%) growth rate which is consistent with the normal business growth rate and industry forecasts. As a result of the analysis, management did not identify any impairment for the goodwill for this unit and accordingly, there is no need for impairment of goodwill.
The management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed the recoverable amount of the unit.
59. Employee Share Based Payments
The establishment of the Jindal Saw Stock Appreciation Right Scheme, 2018 ('Scheme'), was approved by shareholders at 33rd Annual General Meeting held on September 27, 2018. The employee stock appreciation right plan was cash settled and is designed to provide incentives to employees of the senior management in the Company. All Vice Presidents and above besides the functional heads and unit heads and above would be eligible for stocks appreciation rights.
The Company has set up a trust to administer the scheme under which stock appreciation rights (SAR) have been granted to employees. The employee can exercise their right to monetise SAR's anytime within 5 years of the vesting date or compulsorily at the end of the employment, whichever is earlier. Pursuant to the shareholders approval, the above scheme was modified from cash settled to equity settled with effect from November 24, 2023. Under the stock options granted by the Company, the employees can exercise the shares allotted to them once the vesting period is over.
60 b. The Company has not carried out any mergers/acquisitions during the year ended March 31, 2026 and March 31, 2025.
61. In 2019, Jindal ITF Limited (JITF), a subsidiary of the Company, had won an arbitral award against a customer allowing various claims towards damages and minimum guaranteed quantity (MGQ) to the tune of ' 189,108.00 lakhs plus interest and applicable taxes. On January 30, 2025, single judge of Hon'ble High Court of Delhi set aside the above arbitral award. Subsequent to the said Order, the subsidiary had returned ' 85,631.18 lakhs received earlier as an interim award against bank guarantees and filed an appeal before the divisional bench of Hon'ble High Court of Delhi, where the matter is currently pending. Based on the advice received after due consideration and consultation with a reputed independent legal counsel on the matter, the management of the Company believes that JITF has an extremely strong case leading to an ultimate favourable outcome and the arbitral award will be revived in totality. Further, in view of the management, the award amount expected to be received by JITF will cover all its liabilities towards the lenders and investments made by the shareholders (including investments made by the Company in JITF amounting to ' 166,972.08 lakhs) and accordingly, no adjustments are required to be made in the standalone financial statements as at and for the year ended March 31, 2026.
62. In the earlier years, the Company had provided loan repayable on demand to Jindal ITF Limited (JITF), a subsidiary of the Company. During the previous year, the said loan was due for repayment on October 30, 2024. On the due date, the loan was partly repaid (along with outstanding interest) amounting to ' 55,042.22 lakhs, and the remaining amount of ' 80,000.00 lakhs was converted into Compulsory Convertible Debentures (CCDs) carrying a redemption premium @ 10.99% per annum on monthly rest. The aforesaid CCDs along with redemption premium were converted into equity shares amounting to ' 83,266.50 lakhs (83,26,65,015 equity shares of ' 10 each) on March 27, 2025 pursuant to the option exercised by the Company.
63. Interest free loan ' 1,035.00 lakhs (March 31,2025'1,075.00 lakhs) to Samruddhi Employees Trust (the 'Trust'), is for the purpose of employee benefit scheme. The Trust utilised the proceeds of the loan received from the Company for purchase of the Company's own shares. The Company considers the Trust as an extension of the entity and hence has incorporated the assets and liabilities of the Trust in the standalone financial statements of the Company. The shares of the Company held by the Trust are shown under 'Treasury Shares Reserve' in 'Other equity'. Also refer note 2.11.
64. Events after the Balance Sheet date - The Board of Directors have recommended dividend for the financial year 2025-26, which is subject to the approval of the shareholders in the ensuing Annual General Meeting. For details of dividend, refer note 39.4.
65. These financial statements were approved and adopted by the Board of Directors of the Company in their meeting dated April 27, 2026, and are subject to the shareholders approval at the forthcoming Annual General Meeting of the shareholders.
For and on behalf of Board of Directors of Jindal SAW Limited
For Price Waterhouse Chartered Accountants LLP Nitin Sharma Sminu Jindal
Firm Registration Number: 012754N/N500016 Whole-time Director Managing Director
DIN: 08535415 DIN: 00005317
Sandeep Chaddha Sunil K. Jain Narendra Mantri
Partner Company Secretary Chief Operating &
Membership Number: 096137 M. No. FCS 3056 Financial Officer
Place: New Delhi Place: New Delhi
Dated: April 27, 2026 Dated: April 27, 2026
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