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Company Information

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JINDAL STAINLESS LTD.

06 January 2025 | 12:00

Industry >> Steel - Alloys/Special

Select Another Company

ISIN No INE220G01021 BSE Code / NSE Code 532508 / JSL Book Value (Rs.) 187.69 Face Value 2.00
Bookclosure 04/09/2024 52Week High 848 EPS 32.94 P/E 20.16
Market Cap. 54710.66 Cr. 52Week Low 514 P/BV / Div Yield (%) 3.54 / 0.45 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2024-03 

* Impairment testing of goodwill

Goodwill acquired through business combinations and recognised in accordance with the accounting principle as laid down in Ind AS 103 "Business Combination", is part of operating and reportable segment i.e. Stainless Steel.

The recoverable amount of the cash generating unit (CGU) was based on its value in use. The value in use of this CGU was determined at INR 12,341.79 crores (previous year INR 9,130.65 crores) which is higher than the carrying amount and an analysis of the calculation’s sensitivity towards change in key assumptions did not identify any scenario where the CGU recoverable amount would fall below their carrying value. Value in use was determined by discounting the future cash flows generated from the continuing use of the CGU. The calculation is based on following key assumptions :

The Company has conducted sensitivity analysis including discount rate on the impairment assessment of goodwill. The Company believes that no reasonably possible change in any of the key assumptions used in the model would cause the carrying value of goodwill to materially exceed its recoverable value.

(i) During the year ended 31 March 2023, the Company has issued written direction to CITI Bank, N.A., the depository of the Company's Global Depository Shares ("GDS") listed on Luxemburg Stock Exchange ("LSE"), to terminate the Company's Global Depository Shares Program ("GDS Program"). The effective date of termination of the GDS programme was 30 April 2023.

As on 31 March 2023, 74,39,583 numbers of underlying equity shares (subject to rounding off) representing 37,19,791 GDS were outstanding representing those GDS holders who are yet to surrender their GDS. During the financial year ended 31 March 2024, all the outstanding GDS have been converted into equity shares. Consequently, as on 31 March, 2024, there is no outstanding GDS convertible into shares.

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a face value of INR 2 per share. Each shareholder is eligible for one vote per equity share held. The Company declares and pays dividends in Indian rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting and also has equal right in distribution of profit/surplus in proportions to the number of equity shares held by the shareholders.

(d) The Company has not issued any shares as fully paid up without payment being received in cash or as bonus shares nor any share has been bought back by the Company in the period of five years immediately preceding the balance sheet date except for 46,62,23,429 equity shares of INR 2.00 each fully paid-up issued to the eligible shareholders of Jindal Stainless (Hisar) Limited and JSL Lifestyle Limited as on the record date i.e. 09 March 2023 as per the Composite Scheme of arrangement. (read with note 33(C)(b)).

Distribution made and Proposed Dividends on equity shares declared and paid:

On 18 April 2023, the Board of Directors has approved payment of special interim dividend @ 50% i.e. INR 1.00 per equity share (face value of INR 2.00 per equity share), aggregating to INR 82.34 crores for the financial year ended 31 March 2023.

The final dividend @ 75% i.e. INR 1.50 per equity share (face value of INR 2 per equity share), aggregating to INR 123.52 crores, for the financial year ended 31 March 2023 and subsequently approved by the shareholders in its Annual General Meeting held on 22 September 2023.

On 19 October 2023, the Board of Directors has approved payment of interim dividend @ 50% i.e. INR 1.00 per equity share (face value of INR 2.00 per equity share), aggregating to INR 82.34 crores for the financial year ended 31 March 2024.

Proposed dividends on equity shares:

The Board of Directors in its meeting held on 15 May 2024 has recommended a final dividend @ 100% i.e. INR 2.00 per equity share (face value of INR 2 per equity share), aggregating to INR 164.69 crores for the financial year ended 31 March 2024 subject to approval of shareholders in ensuing annual general meeting and are not recognised as a liability as at 31 March 2024

With effect from 1 April 2020, the Dividend Distribution Tax (‘DDT’) payable by the company under section 115O of Income Tax Act,1961 was abolished and a withholding tax was introduced on the payment of dividend. As a result, dividend is now taxable in the hands of the recipient.

The above term loans amounting INR 2,391.12 crores as at 31 March 2024 bear a floating rate of interest linked with State Bank of India marginal cost of funds based lending rate or benchmark of respective banks or repo rate or T-Bill plus applicable spread ranging from upto 230 basis points (previous year spread ranging from Nil points to 196 basis points).

The foreign currency loan amounting INR 337.42 crores as at 31 March 2024 (previous year INR 339.96 crores) is linked to 6 month Secured Overnight Financing rate 115 basis points Credit Adjustment Spread

The NCDs amounting INR 375.00 crores as at 31 March 2024 (previous year INR 375 crores) bear a fixed rate of interest of 7.73% p.a. payable semi-annually and the NCDs amounting to INR 99.00 crores as at 31 March 2024 (previous year 99) bear a fixed rate of interest 8.62% p.a. payable annually.

Secured Borrowings

Working capital facilities amounting to INR 593.17 crores (previous year INR 477.21 crores) are secured by first pari-passu charge by way of hypothecation of current assets including finished goods, raw material, work in progress, stock-in-trade, consumable stores and spares, book debts, bill receivable, etc. both present and future and second pari-passu charge by way of mortgage/ hypothecation of movable and immovable fixed assets, both present and future, of the Company. Working Capital facility is repayable on demand. (read with note 15 VI (A) (b) above). Refer note 54 for disclosure of fair values in respect of financial liabilities measured at amortised cost and analysis of their maturity profiles.

Details of investments made/to be made are given in note 4, 34 ,35,36,37,38 and 39. The above represent 100% of the total loans and advances in the nature of loans.

33 Composite scheme of arrangement

A The Composite Scheme of arrangement amongst the Company, Jindal Stainless (Hisar) Limited (JSHL), JSL Lifestyle Limited (JSLLL), Jindal Lifestyle Limited (JLL), JSL Media Limited (JML) and Jindal Stainless Corporate Management Services Private Limited (JSCMS) (“Scheme”) has been approved by the Hon’ble National Company Law Tribunal, Chandigarh Bench (“Hon’ble NCLT”) and has been made effective from March 02, 2023.

Pursuant to the approval of the Scheme by Hon'ble NCLT vide its Order dated 02 February 2023, having appointed date of 01 April 2020, Jindal Stainless (Hisar) Limited, JSL Media Limited, Jindal Stainless Corporate Management Services Private limited and JSL Lifestyle Limited (post demerger of non-mobility undertaking of JSL Lifestyle Limited into Jindal Lifestyle Limited) have been merged into the Company. The Company has given effect to the Scheme from the aforementioned appointed date, using Acquisition method of accounting in accordance with the requirements of Ind AS 103 ""Business Combinations".

B The assets of the acquired entities/undertaking comprise of one stainless steel manufacturing unit with a total capacity of 0.8 MTPA and one mobility unit that have application in mobility space having total enterprise valuation of INR 3,292.00 Crores. The acquisition of the entities/undertaking by the company is for consolidating their respective manufacturing/ service capabilities thereby increasing efficiencies in operations and use of resources, for consolidating their diversified products and services portfolios for improving overall customer satisfaction, for pooling their human resources talent for optimal utilization of their expertise, for integrating marketing and distribution channels for better efficiency, for having a larger market footprint domestically and globally, for simplifying and streamlining the group structure and for ensuring optimization of working capital utilization. The acquisition is also creating value for its shareholders by acquiring ready to use assets which shall create operational efficiencies and reducing time to markets.

C In terms of the Scheme, the Company during the financial year ended 31 March 2023:

(a) had increased its authorised share capital to INR 2,43,00,00,000 (INR two hundred and forty three crores) consisting of 1,03,50,00,000 ( one hundred and three crores and fifty lakhs) Equity Shares having face value of INR 2.00 each (INR Two each) and 18,00,00,000 (eighteen crores) preference shares having face value of INR 2.00 each (INR Two each).

(b) had allotted 46,62,23,429 equity shares of INR 2.00 each fully paid-up to the eligible shareholders of JSHL and JSLLL as on the record date i.e. 09 March 2023.

(c) had also taken on record the cancellation of 16,82,84,309 equity shares held by JSHL in the Company, resulting in cancellation of equity share capital of the Company amounting to INR 33.66 crores.

D The excess of net identifiable assets above purchase consideration (including cancellation of inter-company investments) has been recognised as Goodwill amounting to INR 89.95 crores.

E The necessary steps and formalities in respect of transfer of and vesting in the properties, licenses, approvals and investments in favor of the Company and modification of charges etc. are under implementation.

34 The Company through its wholly owned subsidiary, Jindal Stainless Steelway Limited ("JSSL"), had participated in the e-auction process for purchase of Rabirun Vinimay Private Limited ("RVPL") (which was under liquidation process), on a going concern basis, in terms of the applicable provisions of Insolvency and Bankruptcy Board of India (Liquidation Process), Regulations, 2016 (“Insolvency Regulations”) wherein the Company (through JSSL) emerged as the successful bidder on 21 August 2023.

Accordingly, the Liquidator appointed by the Hon’ble Adjudicating Authority, National Company Law Tribunal, Principal Bench, Kolkata (“NCLT-Kolkata”), issued a sale certificate dated 19 December 2023 (“Sale Certificate”) vesting the sole and beneficial ownership of RVPL in favour of the Company. Further, in terms of the para 7 of the Sale Certificate, the erstwhile board of directors of RVPL stands vacated and the nominees of the Company have been appointed as directors with effect from 19 December 2023.

The Company, through JSSL, had filed an application with the NCLT-Kolkata for its confirmation on the terms of implementation and for grant of certain reliefs and concessions as sought by the Company in connection with the acquisition, for which the order of NCLT-Kolkata was received on 11 December 2023. Considering the Company has

obtained control of RVPL by virtue of appointment of the board of directors of RVPL, RVPL has been considered as a subsidiary of the Company with effect from December 19, 2023. However, pending procedural formalities for issuance of shares, the purchase consideration of INR 96 crores paid by the Company has been considered as advance for investment in a subsidiary company and classified under “Non- current financial assets”.

35 a) The Sub-Committee of the Board of Directors of the Company, at its meeting held on November 24, 2023, had

accorded approval for the voluntary liquidation of PT Jindal Stainless Indonesia, a foreign subsidiary of the Company, subject to receipt of such requisite approvals as may be required.

Based on preliminary discussions with potential buyers/ external valuation, the management is confident about the recovery of carrying value of the net assets of the subsidiary company.

b) The Board of Directors of the Company, at its meeting held on January 18, 2024, had in principle approved to divest its entire 26% equity stake held in Jindal Coke Limited ("JCL").

On March 28, 2024, the Company has partially divested its stake by selling 15,80,000 number of equity shares of the face value of INR 10/- each at a price of INR 231/- per equity share, representing 4.87% of the paid up equity share capital of JCL to JSL Overseas Limited ("JOL"), the majority shareholder in JCL and gain of INR 34.92 crores has been shown as exceptional items.

The divestment of the balance 21.13% equity stake is anticipated to be completed by September 30, 2024. In accordance with Ind AS 105 “Non-current Assets held for Sale and Discontinued Operations”, Investment in balance 21.13% equity stake held in JCL has been disclosed as current investments.

c) The Board of Directors of the Company, at its meeting held on January 18, 2024, had in principle approved for acquisition of upto 100% stake in lberjindal, a subsidiary company.

On April 02, 2024, the Company acquired entire stake of Fagor Industrial, S.Coop. ("Fagor"), the JV Partner in lberjindal, constituting 300,000 number of equity shares of face value of € 1 each at a price of € 0.1 per equity share, representing 30% of the paid-up share capital in lberjindal and impairment loss of INR 3.68 crores has been shown as exceptional items. The Company is also pursuing to acquire the balance 5% stake held by other minority shareholder. The acquisition of the balance 5% equity stake is anticipated to be completed by September 30, 2024.

d) Pursuant to the Sale Certificate dated November 16, 2022 (Sale Certificate) and the Hon’ble National Company Law Tribunal, Principal Bench, New Delhi (“Hon’ble NCLT”) Order dated September 28, 2022 the Company has submitted the terms of Implementation of Acquisition including the relief and concessions to the Liquidator for filing before the Hon’ble NCLT during the year ended 31 March 2023. Pursuant to the Sale Certificate, by virtue of appointment of the nominees of the Company on the Board of Directors of Rathi Super Steel Limited ("RSSL"), RSSL had been considered as a subsidiary of the Company with effect from 16 November 2022.

The Company has received an order dated June 15, 2023 on the terms of implementation of the aforementioned acquisition, which is under consultation with the legal experts and is also subject to completion of procedural and other necessary compliances of relevant provisions of applicable laws. The purchase consideration of INR 205 crores paid by the Company had considered as advance for investment in a subsidiary company in previous financial year. During the year, RSSL has issued equity shares to the Company amounting to INR 45 crores on December 01,2023, which is shown as investment in the books of the Company and the Balance amount has been shown as Intercorporate debt (ICD).

36 During the year ended March 31, 2023, the shareholders of the Company, through postal ballot, had approved to make Jindal United Steel Limited ('JUSL'), a wholly owned subsidiary of the Company, through acquisition of 34,15,89,879 equity shares comprising 74% of the paid-up equity share capital of JUSL, subject to requisite approval(s), for an aggregate consideration of INR 958.00 crores and advance payment of INR 200.00 crores was considered and disclosed as advance against investment. During the year ended March 31,2024, the Company has acquired the remaining 74% stake in Jindal United Steel Limited, an associate company, thereby making it a wholly owned subsidiary of the Company.

37 With a view to secure its long term availability of nickel, the Company has entered into a collaboration agreement for an investment of upto USD 157 million for development, construction and operation of a Nickel Pig Iron smelter facility in Indonesia. During the year ended 31 March 2024, as part of the said agreement, the Company has acquired 49% equity interest of PT Cosan Metal Industry, Indonesia (PTCMI) through acquisition of 100% stake in Sungai Lestari Investment

Pte. Ltd., Singapore (Sungai) for a consideration of INR 527.69 crores (USD 64.19 million) on 17 April 2023. The Company has made further investment of INR 81.83 crores (USD 9.83 million) in Sungai for subscription towards 49,298 equity shares and has also granted a loan of INR 384.14 crores (USD 46.06 million) to Sungai. Accordingly, the Company has recognised the investments in Sungai as a subsidiary at the cost of such investments.

38 During the year ended 31 March 2024, the Company has made an investment of INR 13.75 crores against equity stake (26%) in Renew Green (MHS ONE) Private Limited (Renew) for setting up a captive power plant for its Jajpur facility, in terms of the agreement signed with Renew. The Company has committed to invest upto INR 137.50 crores for acquiring 26% stake.

39 Subsequent to the year ended 31 March 2024, the Board of Directors of the Company at its meeting held on 01 May 2024, granted approval :

(a) for entering into a Collaboration Agreement for setting up a joint venture in Indonesia for investing, developing, constructing and operating a stainless steel melt shop (‘‘SMS’’) in Indonesia, for an aggregate consideration of approx INR 715 crores to be disbursed in multiple tranches. With the setting up of this SMS, the Company’s melting capacity will increase from 3 million tonnes per annum (MTPA) to 4.2 MTPA.

(b) for an investment of an amount upto INR 3,350 crores which includes capital expenditure of INR 1,900 crores towards downstream capacity expansion and an additional INR 1,450 crores for upgrading infrastructural facilities, including railway siding, sustainability initiatives, and renewable energy generation.

(c) for an acquisition of 54% stake in Chromeni Steels Private Limited (‘‘CSPL’’) through acquisition of entire equity stake of Evergreat International Investment Pte Ltd, Singapore, for an aggregate outlay of INR 1,340 crores, comprising of takeover of debt of INR 1,295 crores and INR 45 crores towards equity purchase. Post-acquisition, CSPL will become a step down subsidiary of the Company.

40 a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

is INR 1,127.12 crores (previous year INR 930.16 crores).

b) Other commitments related to financial support/capital infusion in associate and subsidiaries is INR 515.65 crores (previous year INR 2121.50 crores ).

c) Export obligations pending against import made under EPCG scheme is INR 3742.12 crores (previous year INR 2,581.51 crores).

d) Distribution of dividends [refer footnote to note 14]

41 Revenue from contracts with customersA Disaggregation of revenue

The Company has performed a disaggregated analysis of revenues considering the nature, amount, timing and uncertainty of revenues. This includes disclosure of revenues by geography and timing of recognition.

42 Contingent liabilities

A Claims against the company not acknowledged as debts

As at 31 March 2024

As at 31 March 2023

a) Sales tax, value added tax and entry tax*

79.14

108.47

b) Excise duty, custom duty, service tax, provident fund and goods and services tax

201.99

201.43

c) Income-tax

135.30

127.68

d) Electricity duty/surcharges under state electricity acts

12.51

12.51

e) Others - related to vehicle tax and liability towards "take or pay" of coal.

0.40

0.49

f) Demand from office of the Deputy Director of Mines, Jajpur Road Circle, Odisha on account of mining of excess quantity of chrome ore over and above the approved quantity under mining plan/scheme

77.53

77.53

As at 31 March 2024

As at 31 March 2023

g) Royalty under the Mines and Minerals (Development and Regulation) Act, 1957, rural infrastructure and socio-economic development tax under the Orissa Rural Infrastructure and Socio-Economic Development Act, 2004 and Water tax under the Orissa Irrigation Act, 1959

4.80

4.80

511.67

532.91

*Local Area Development Tax Act / Entry Tax Act

1 The Company had challenged the legality of Local Area Development Tax Act (LADT Act) / Entry Tax Act in the state of Haryana before the Hon'ble Punjab and Haryana High Court / Supreme Court of India. Subsequently, on the SLP of the Haryana Government, Constitutional Bench of the Hon’ble Supreme vide its judgement dated 11 November 2016 held the applicability of entry tax valid on compensatory ground and directed its Divisional/ Regular Bench for examining the provisions of the state legislation on the issue of discrimination with respect to the parameters of Article 304 (a) of the Constitution and competence of state legislatures to levy entry tax on goods entering the landmass of India from another country. The division bench of Hon'ble Supreme Court vide its order dated 21 March 2017 (declared on 20 May 2017) remanded back the matter and permitted the petitioners to file petition before respective High Court to decide on factual background or any other constitutional/ statutory issues arises for consideration. The company accordingly filed Civil Writ Petition before Hon'ble High Court of Punjab & Haryana on 30 May 2017. The Hon’ble High Court granted interim relief by order for stay of demand on 31 May 2017 till any further direction.

I n the meanwhile, the division bench of Hon'ble Supreme Court of India vide its order dated 09 October 2017 has upheld the legislative competence of the State Legislatures to levy Entry Tax on Import of goods from any territory outside India while examining the Entry Tax legislations of the State of Odisha, Kerala and Bihar.

The Company has made necessary provisions in this regard based on own assessment and calculation.

In view of above, Interest/ penalty if any, will be accounted for as and when this is finally determined/ decided by the Hon’ble Court.

2 The Company had challenged the legality of Orissa Entry Tax Act, 1999 before the Hon’ble Supreme Court. The order dated 09 October 2017 of Divisional bench of the Hon’ble Supreme Court read with the order dated 11 November 2016 of Nine Judge Bench of Hon’ble Supreme Court, decided some of the issues and granted opportunity to the petitioners for filing revival petition within 30 days for deciding the issue of discrimination under Article 304(a) as per law laid down by Nine Judges Bench of the Hon’ble Supreme Court. The Company has filed revival petition before the Hon’ble High Court of Orissa on the ground of discrimination under Article 304(a), as per the direction of the Hon’ble Supreme Court. The mater is pending before the Hon’ble High Court for final hearing with a batch of similar petitions. However, another Writ petition is pending before the Hon’ble High Court where in interest/penalty (if any) had been stayed by Hon’ble High Court of Orissa till the final disposal of the matter and the same tagged to the revival petition to be heard on the ground of discrimination under Article 304(a), as per the direction of the Hon’ble Supreme Court.

I n the meantime, so far as the interest matter is concerned, the Orissa High Court has delivered a Judgement dated 15 March 2023 in a batch of writ petitions including JSL wherein the levy of interest was challenged. In the said judgement the High Court while quashing the orders levying interest and also holding that the petitioners were prevented by sufficient cause in not paying the balance tax demand, have also directed that on all the amounts which were stayed by the Supreme Court and the High Court and the petitioners did not pay the same on the due dates, the petitioners should compensate the state government by paying simple interest @ of 9% per annum. JSL has challenged the said judgement in a special leave petition before the Hon’ble Supreme Court of India. The Hon’ble Apex court on dated 05 July 2023 has granted us interim protection till further orders.

Based on the order of the Hon’ble High Court dated 15 March 2023 the appellate authority has disposed the Appeal which was pending before it upholding interest @9% on the above rationale and the Company preferred second Appeal before the Odisha Sales Tax Tribunal challenging the said judgement.

B The Company has given corporate guarantee to banks against credit facilities/financial assistance availed by

PT. Jindal Stainless Indonesia of INR Nil (previous year INR 98.61 crores ).

(x) Risk exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such valuation of the Company is exposed to follow risks -

A) Salary increases : Higher than expected increases in salary will increase the defined benefit obligation.

B) I nvestment risk : Since the plan is funded then assets liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the defined benefit obligation.

C) Longevity: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

D) Discount rate : The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

E) Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the value of the plan’s debt investments.

F) Mortality and disability : If the actual deaths and disability cases are lower or higher than assumed in the valuation, it can impact the defined benefit obligation.

G) Withdrawals : If the actual withdrawals are higher or lower than the assumed withdrawals or there is a change in withdrawal rates at subsequent valuations, it can impact defined benefit obligation.

D a) Provident fund trust :

The Company makes monthly contributions to provident fund managed by trust for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. Employer established provident fund trusts are treated as defined benefit plans, since the Company is obliged to meet interest shortfall, if any, with respect to covered employees. According to the actuarial valuation, the defined benefit obligation of interest rate guarantee on exempted provident fund in respect of employees of the Company as on March 31,2024 works out to INR Nil (previous year INR Nil) and hence no provision is required to be provided for in the books of account towards the guarantee for notified interest rates.

b) Gratuity fund trust :

The Company sponsors funded defined benefit plans for all qualifying employees. The level of benefits provided depends on the member’s length of service and salary at retirement age.

The gratuity plan is covered by The Payment of Gratuity Act, 1972. Under the gratuity plan, the eligible employees are entitled to post-retirement benefit at the rate of 15 days’ salary for each year of service until the retirement age of 58 years, without any payment ceiling. The vesting period for gratuity as payable under The Payment of Gratuity Act, 1972 is 5 years.

The funds are managed by Jindal Stainless Employees Group Gratuity Trust, Jindal Stainless (Hisar) Limited Employee Group Gratuity Trust, Jindal Stainless (Hisar) Limited (Ferro alloys) Employee Group Gratuity Scheme and Jindal Stainless Corporate Management Services Employee Gratuity Trust which are governed by the Board of trustees. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy. Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy.

45 Employee share based payment:

The Board of Directors and Shareholders of the Company at their meetings held on 26 July 2023 and 22 September 2023 respectively, had approved the 'JSL - Employee Stock Option Scheme 2023' ("ESOS" / "Scheme") which provided for grant of, in one or more tranches, not exceeding 1,23,50,000 Options.

I n accordance with the Scheme, the Nomination & Remuneration Committee of the Company at its meeting held on 29 December 2023 granted stock options to the eligible employees of the Company, subsidiary companies and contractor as per details below:

The Company has set up a trust "JSL Employee Welfare Trust" to administer the ESOP scheme under which employee stock options will be granted to the eligible employees of the Company, subsidiary companies and contractor.

Grant of 15,68,266 Options comprising of 784,133 Employee Stock Options ("ESOP 2023") at an exercise price of INR 285.65/- per ESOP {priced at 50% discount on latest available closing market price of equity shares of the Company on 28 December 2023) and 7,84,133 Restricted Stock Units ("RSU 2023") at an exercise price of INR 2/- per RSU (priced at face value of equity shares) (collectively referred to as "Option"), with each Option exercisable into corresponding number of equity shares of face value of INR 2/- each fully paid-up.

Subsequent to March 31, 2024, the Nomination & Remuneration Committee of the Company at its meeting held on 15 May 2024 granted stock options to the eligible employees of the Company, subsidiary companies and contractor, as per below details:

Grant of 1,19,038 Options comprising of 59,519 Employee Stock Options ("ESOP 2024") at an exercise price of INR 355.80/- per ESOP (priced at 50% discount on latest available closing market price of equity shares of the Company on 14 May 2024) and 59,519 Restricted Stock Units ("RSU 2024") at an exercise price of INR 2/- per RSU (priced at face value of equity shares), with each Option exercisable into corresponding number of equity shares of face value of INR 2/- each fully paid-up.

The vesting period is spread over a period of 4 years with 25 % Options vesting each year from the first anniversary of grant, subject to vesting conditions. All Options upon vesting shall be exercisable during the Exercise period of 4 (Four) years.

Note: The options are granted by Company, and the grantees includes employee of subsidiaries/ contractor as well. Accordingly, the expenses pertaining to such employees has been shown as recoverable by the Company.

VII Assumptions

Stock Price: Closing price on National Stock Exchange one day prior to the date of grant has been considered

Volatility: The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information

Risk-free rate of return: The risk-free interest rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities

Exercise Price: Exercise Price of each specific grant has been considered.

Time to Maturity: Time to Maturity / Expected Life of options is the period for which the Company expects the options to be alive.

Expected dividend yield: Expected dividend yield has been calculated basis the last dividend declared by the company before the date of grant for one financial year

46 Lease related disclosures

The Company has leases for the factory land, warehouses, plant and machinery and related facilities. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and right of use assets. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security.

47 Operating segments

In accordance with Ind AS 108 ‘Operating Segments’, the Board of Directors of the Company, being the chief operating decision maker of the Company has determined “Stainless steel products” as the only operating segment.

Further, in terms of paragraph 31 of Ind AS 108, entity wide disclosures have been presented in the consolidated financial statements which are presented in the same financial report.

B Fair values hierarchy

The fair value of financial instruments as referred to in note (A) above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].

The categories used are as follows:

Level 1: Quoted prices for identical instruments in an active market;

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and

Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

Valuation process and technique used to determine fair value

(i) The fair value of investments in quoted equity shares is based on the current bid price of respective investment as at the balance sheet date.

(ii) The fair value of investments in unquoted equity shares is estimated at their respective costs, since those companies do not have any significant operations and there has neither been any significant change in their performance since initial recognition nor there is any expectation of such changes in foreseeable future.

(iii) The Company enters into forward contracts with banks for hedging foreign currency risk of its borrowings and receivables and payables arising from import and export of goods. Fair values of such forward contracts are determined based on spot current exchange rates and forward foreign currency exchange premiums on similar contracts for the remaining maturity on the balance sheet date.

The management assessed that fair values of current loans, other current financial assets, cash and cash equivalents, other bank balances, trade receivables, current investments, short term borrowings, trade payables and other current financial liabilities approximate their respective carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is disclosed at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values

(i) Non-current investments, long-term loans and advances and non-current financial liabilities are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the counterparty/borrower and other market risk factors.

(ii) The fair values of the Company’s fixed interest-bearing liabilities, loans and receivables are determined by applying discounted cash flows (‘DCF’) method, using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2024 was assessed to be insignificant.

(iii) Most of the long term borrowing facilities availed by the Company from unrelated parties are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company's credit worthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.

C Financial risk management Risk managemen

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

The Company’s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

C.1 Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by investments in redeemable preference shares, cash and cash equivalents, trade receivables, derivative financial instruments and other financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

(a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

(i) Low credit risk

(ii) Moderate credit risk

(iii) High credit risk

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.

In respect of financial assets carried at amortised cost, other than trade receivables, the management has evaluated that as at March 31, 2024 and March 31, 2023, the credit risk is low and hence, allowance, if any, is measured at 12-month expected credit loss.

I n respect of trade receivables, the Company is required to follow simplified approach and accordingly, allowance is recognised for lifetime expected credit losses.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.

Derivative financial instruments

Derivative financial instruments are considered to have low credit risk since the contracts are with reputable financial institutions, most of which have an 'investment grade' credit rating.

Trade receivables

Trade receivables are generally unsecured and non-interest bearing. There is no significant concentration of credit risk. The Company’s credit risk management policy in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. The utilization of credit limit is regularly monitored and a significant element of credit risk is covered by credit insurance. The Company’s credit risk is mainly confined to the risk of customers defaulting against credit sales made. Outstanding trade receivables are regularly monitored by the Company. The Company has also taken advances and security deposits from its customers, which mitigate the credit risk to an extent. In respect of trade receivables, the Company recognises a provision for lifetime expected credit losses after evaluating the individual probabilities of default of its customers which are duly based on the inputs received from the marketing teams of the Company.

Other financial assets measured at amortised cost

Investments in redeemable preference shares of associate/ subsidiaries companies, loans (comprising security deposits and loan to a subsidiary) and other financial assets are considered to have low credit risk since there is a low risk of default by the counterparties owing to their strong capacity to meet contractual cash flow obligations in the near term. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

(b) Expected credit losses for financial assets (i) Financial assets (other than trade receivables)

The Company provides for expected credit losses on loans and advances other than trade receivables by assessing individual financial instruments for expectation of any credit losses.

- For cash and cash equivalents, other bank balances and derivative financial instruments- Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, derivative financial instruments, other bank balances and bank deposits is evaluated as very low.

- For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession of the underlying asset.

- For other financial assets - Credit risk is evaluated based on the Company knowledge of the credit worthiness of those parties and loss allowance is measured. For such financial assets, the Company policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.

As at March 31, 2024 and March 31, 2023, management has evaluated that the probability of default of outstanding financial assets (other than trade receivables) is insignificant and therefore, no allowance for expected credit losses has been recognised.

(ii) Expected credit loss for trade receivables under simplified approach

In respect of trade receivables, the Company measures the loss allowance at an amount equal to lifetime expected credit losses using a simplified approach.

Based on evaluation of historical credit loss experience, management considers an insignificant probability of default in respect of receivables which are less than one year overdue. Receivables which are more than one year overdue are analysed individually and allowance for expected credit loss is recognised accordingly.

C.2 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the Company liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

(b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant:

C.3 Market risk

(a) Foreign currency risk

The Company is exposed to foreign exchange risk in the normal course of its business. Multiple currency exposures arise from commercial transactions like sales, purchases, borrowings, recognized financial assets and liabilities (monetary items). Certain transactions of the Company act as 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 the policy of selective hedging based on risk perception of management. Foreign exchange hedging contracts are carried at fair value. Foreign currency exposures that are not hedged by derivative instruments outstanding as on the balance sheet date are as under:

(b) Interest rate risk (i) Financial liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on external financing. At 31 March 2024 and 31 March 2023, the Company is exposed to changes in interest rates through bank borrowings carrying variable interest rates.

(ii) Financial assets

The Company’s investments in redeemable preference shares of its associate companies and government securities, loan to a related party and deposits with banks are carried at amortised cost and are fixed rate instruments. They are, therefore, not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. The Company's investments in fixed deposits carry fixed interest rates.

(c) Price risk (i) Exposure

The Company's exposure to price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.

56 Other statutory information

i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

ii) The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.

The Company has not advanced any fund to intermediaries for further advancing to other person on behalf of ultimate beneficiaries for the year ended March 31,2023.

iv) 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

v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

vi) The Company is not declared wilful defaulter by and bank or financials institution or lender during the year.

vii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

viii) The Company does not have any transactions and outstanding balances during the current as well previous year with Companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

ix) Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the unaudited books of accounts and no material discrepancy was noticed with the reviewed/ audited books of account.

x) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the companies act, 2013 read with the companies (restriction on number of layers) rule, 2017.

57 Capital Management

The Company’s capital management objectives are to ensure the long term sustenance of the Company as a going concern while maintaining healthy capital ratios, strong external credit rating and to maximise the return for stakeholders

The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions, to support the need of operations and to mitigate the risks, if any. In order to maintain or adjust the capital structure, the Company may deploy cash accruals towards growth/ capital expansion, evaluate new financing options including means of raising finance (bank loans, debt capital market), refinance existing loans, monetize assets, infuse capital (equity/ preference) through public offering/ private placement/ preferential allotment, adjust the amount of dividends, reduce equity capital etc. The Company also judiciously manages its capital allocations towards different various purposes viz. sustenance, expansion, strategic acquisition/ initiatives and/ or to monetize market opportunities.

58 Code on Social Security

The Code of Social Security, 2020 ("Code") relating to employee benefits during employment and post employment received Presidential assent in September 2020. Subsequently the Ministry of Labour and Employment had released the draft rules on the aforementioned code. However, the same is yet to be notified. The Company will evaluate the impact and make necessary adjustments to the financial statements in the period when the code will come into effect.

59 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Company has enabled the audit trail (edit logs) facility of the widely used accounting software (SAP-ERP) used for maintenance of all accounting records. The audit trail log is enabled at Application layer. Business users do not have direct access to the database layer to make any direct changes. The audit trail (edit logs) is not enabled at database level because enabling it will have a direct impact on the space utilisation and impact the overall performance of the system. Further, the company uses SAP’s Enterprise Cloud Services offerings for managed infrastructure and business users do not have direct access to the database.

60 Previous year’s figures have been regrouped/ reclassified wherever necessary, the impact of such reclassification/ regrouping is not material to the financial results.

The accompanying notes form an integral part of these standalone financial statements.