Purpose and Nature of the Disclosure

This document contains the minutes of the 41st Annual General Meeting (AGM) of Jindal SAW Limited, submitted as a compliance disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its purpose is to inform the stock exchanges of the proceedings and outcomes of the meeting.

Meeting Details

The 41st Annual General Meeting of Jindal SAW Limited was held on Friday, the 29th of May, 2026. The meeting commenced at 11:30 A.M. and concluded at 01:15 P.M. It was conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to ensure wider shareholder participation.

Summary of Proposed Resolutions and Implications

The AGM considered 11 resolutions for shareholder approval, covering a range of ordinary and special business.

Ordinary Business

1. Adoption of Financial Statements: Resolution to approve the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March 2026, along with the reports of the Directors and Auditors.

2. Declaration of Dividend: Resolution to declare a dividend of ₹2 per equity share of Re. 1 each for FY 2025-26, to be paid to shareholders on the record date.

3. Re-appointment of Director (Ms. Shraddha Prithvi RJ): Resolution to re-appoint Ms. Shraddha Prithvi RJ (DIN: 00016940), Joint Managing Director, who retired by rotation.

4. Re-appointment of Director (Shri Neeraj Kumar): Resolution to re-appoint Shri Neeraj Kumar (DIN: 01776688), Director, who retired by rotation.

5. Material Related Party Transaction with JWIL Infra Ltd.: Resolution to approve contracts/transactions with JWIL Infra Limited, a related party, for an aggregate amount of up to ₹3,000 Crores during FY 2027-28. Transactions are to be conducted at arm's length and in the ordinary course of business.

6. Material Related Party Transaction with JSW Steel Ltd.: Resolution to approve contracts/transactions with JSW Steel Limited, a related party, for an aggregate amount of up to ₹6,000 Crores during FY 2027-28. Transactions are to be conducted at arm's length and in the ordinary course of business.

7. Material Related Party Transaction with Jindal Steel Ltd.: Resolution to approve contracts/transactions with Jindal Steel Limited, a related party, for an aggregate amount of up to ₹5,000 Crores during FY 2027-28. Transactions are to be conducted at arm's length and in the ordinary course of business.

8. Ratification of Cost Auditor's Remuneration: Resolution to ratify the remuneration payable to M/s R.J. Goel & Co., Cost Accountants (Registration No. 000026), for the financial year 2026-27, subject to a ceiling of ₹15,00,000 per annum plus out-of-pocket expenses.

Special Business

9. Appointment of Independent Director: Resolution to appoint Dr. Ashutosh Karnatak (DIN: 03267102) as an Independent Director for his first term of five consecutive years, effective from 27th April 2026.

10. Continuation of Directorship: Resolution to approve the continuation of Shri Prithavi Raj Jindal (DIN: 00005301) as a Non-Executive Director upon attaining the age of 75 years.

11. Issuance of Debentures: Resolution to approve the raising of funds by issuing secured/unsecured, redeemable, non-convertible debentures on a private placement basis, aggregating up to ₹1,000 Crores in one or more tranches.

Voting Process and Methods Used

The Company provided members with the facility to cast their votes electronically.

  • Remote E-Voting: The remote e-voting facility was provided by National Securities Depository Limited (NSDL). The voting period was from 9:00 A.M. on Tuesday, 26th May 2026, to 5:00 P.M. on Thursday, 28th May 2026.
  • E-Voting at the AGM: Members who had not cast their votes remotely were provided with the facility to vote electronically during the AGM. This facility remained available until 15 minutes after the conclusion of the meeting.

Key Voting Outcomes

The Scrutinizer, Shri Awanish Kumar Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, New Delhi, submitted his report on 1st June 2026. The consolidated results are as follows:

| Resolution Particulars | Shares Voted In Favour | % In Favour | Shares Voted Against | % Against |

| 1. Adoption of Financial Statements | 52,20,40,557 | 99.99% | 304 | 0.01% |

| 2. Declaration of Dividend | 52,39,31,709 | 99.99% | 600 | 0.01% |

| 3. Re-appointment of Ms. Shraddha Prithvi RJ | 45,84,20,562 | 87.50% | 6,55,64,665 | 12.51% |

| 4. Re-appointment of Shri Neeraj Kumar | 47,53,03,529 | 90.71% | 4,86,81,698 | 9.30% |

| 5. Appt. of Dr. Ashutosh Karnatak (Ind. Director) | 46,67,97,440 | 89.10% | 5,71,87,787 | 10.91% |

| 6. Continuation of Shri P.R. Jindal's Directorship | Data Not Explicitly Shown in Table | | | |

| 7. RPT with JWIL Infra Ltd. (₹3,000 Cr) | 11,94,60,248 | 99.99% | 4,829 | 0.01% |

| 8. RPT with JSW Steel Ltd. (₹6,000 Cr) | 11,94,60,248 | 99.99% | 1,329 | 0.01% |

| 9. RPT with Jindal Steel Ltd. (₹5,000 Cr) | 11,94,63,748 | 99.99% | 1,329 | 0.01% |

| 10. Ratification of Cost Auditor Remuneration | 52,39,24,423 | 99.99% | 1,404 | 0.01% |

| 11. Issuance of Debentures (₹1,000 Cr) | 52,39,22,041 | 99.99% | 3,606 | 0.01% |

Note: The detailed shareholding pattern breakdown by promoter/public/institution was not provided in the scrutinizer's report included in these minutes.

Scrutinizer's Role and Findings

Shri Awanish Kumar Dwivedi was appointed as the Scrutinizer to scrutinize the votes cast through remote e-voting and e-voting at the AGM in a fair and transparent manner. The Scrutinizer carried out the scrutiny of all electronic votes received by the close of the remote e-voting period and during the AGM. His report, dated 1st June 2026, detailed the results for each resolution, confirming the process was conducted properly. All resolutions were passed by the requisite majority.

Compliance with Laws and Regulations

The conduct of the AGM and the voting process adhered to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company secretary confirmed that the notice of the AGM and the annual report were circulated to members and that the requisite quorum was present.

Other Relevant Information

  • Operational Context: The Chairperson's speech highlighted a challenging FY 2025-26 due to geopolitical tensions in the Middle East disrupting supply chains and a liquidity crisis affecting public infrastructure projects. The company is progressing with manufacturing initiatives in the GCC region (Abu Dhabi and KSA).
  • Attendance: 66 shareholders attended the meeting via VC/OAVM. Key management, directors, and representatives of the statutory auditors (Price Waterhouse), secretarial auditor (M/s S. K. Gupta & Co.), and cost auditors (M/s R. J. Goel & Co.) were present.