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Jindal Steel Ltd. — Proxy Solicitation & Information Statement 2026
May 19, 2026
14959_rns_2026-05-19_6d5ed609-e8ae-4e8e-bdd3-3f6593ee87ac.pdf
Proxy Solicitation & Information Statement
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JINDAL STEEL
May 19, 2026
| BSE Limited Corporate Relationship Department, 1st Floor, New Trading Ring, Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai – 400 001 [email protected] Scrip Code: 532286 | National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (E), Mumbai-400051 [email protected] Symbol: JINDALSTEL |
|---|---|
Dear Sir/Madam,
Subject: Intimation of notice of postal ballot in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Section 110, 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India ('hereinafter collectively referred as 'MCA Circulars'), the Company has initiated the process of dispatching the Postal Ballot Notice, electronically to all the members whose e-mail addresses are registered with the Company or with the depositories/ depository participants or with the Company's Registrar and Transfer Agent i.e., Alankit Assignments Limited and whose names appear in the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited and Central Depository Services (India) Limited on Friday, May 15, 2026, being the cut-off date, which will be considered for the purposes of remote e-voting.
The Company has engaged the services of CDSL for the purpose of providing remote e-voting facility to all its members. The remote e-voting will commence from 09.00 a.m. (IST) on Wednesday, May 20, 2026 and ends at 05.00 p.m. (IST) on Thursday, June 18, 2026. The remote e-voting module shall be disabled by CDSL for voting after 05:00 p.m. (IST) on Thursday, June 18, 2026. The assent or dissent of the members on the resolutions mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars.
Mr. Navneet Arora, (COP No. 3005) of M/s Navneet K. Arora & Co., LLP, Company Secretaries, has been appointed as Scrutinizer by the Board of Directors of the Company to scrutinize the remote e-voting process in a fair and transparent manner.
Jindal Steel Limited (Formerly Known as Jindal Steel & Power Limited)
Corporate Office: Jindal Centre, 12 Bhikaji Cama Place, New Delhi – 110066
Registered Office: O.P. Jindal Marg, Hisar, Haryana – 125005
+91 11 4146 2400, 6146 2400
www.jindalsteel.in
CIN No.: L27105HR1979PLC009913
JINDAL STEEL
The Postal Ballot Notice along with the explanatory statement and instructions for e-voting are enclosed herewith and are also available on the website of the Company at www.jindalsteel.in and on the website of CDSL at www.evotingindia.com.
The Scrutinizer will submit his report to the Chairman or the Company Secretary of the Company or any person as may be authorised in this regard. The result of the Postal Ballot will be announced on or before Monday, June 22, 2026, and will be displayed on the Notice Board of the Company at its Registered Office and its Corporate Office and the same will be intimated to BSE Limited and National Stock Exchange of India Limited, where shares of the Company are listed. Additionally, the result will also be published on the Company's website at www.jindalsteel.in and on the website of CDSL at www.evotingindia.com.
We request you to kindly take the above on record.
Thanking You.
For Jindal Steel Limited
(formerly known as Jindal Steel & Power Limited)
DAMODAR Digitally signed by DAMODAR MITTAL
Date: 2026.05.19 18:09:50 +05'30'
DAMODAR MITTAL
Damodar Mittal
Wholetime Director
Encl.: as above
Jindal Steel Limited (Formerly Known as Jindal Steel & Power Limited)
Corporate Office: Jindal Centre, 12 Bhikaji Cama Place, New Delhi - 110066
Registered Office: O.P. Jindal Marg, Hisar, Haryana - 125005
+91 11 4146 2400, 6146 2400
www.jindalsteel.in
CIN No.: L27105HR1979PLC009913
JINDAL STEEL
JINDAL STEEL LIMITED
(Formerly known as Jindal Steel & Power Limited)
Registered Office: O. P. Jindal Marg, Hisar –125005 (Haryana)
Corporate Secretariat Office: Jindal Centre, Tower-A, 2nd Floor, Plot No.2,
Sector-32, Gurgaon-122001 (Haryana)
CIN: L27105HR1979PLC009913 | Website: www.jindalsteel.in
Email: [email protected] | Tel.: +91 124 6612000
POSTAL BALLOT NOTICE
{Pursuant to Section 108 and 110 of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules")}
To,
The Members,
Jindal Steel Limited
(Formerly known as Jindal Steel & Power Limited)
NOTICE is hereby given pursuant to Section 108 and 110 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Rules, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India ('hereinafter collectively referred as 'MCA Circulars'), that the resolutions appended below, forming part of this Postal Ballot Notice, are proposed to be passed by the members of Jindal Steel Limited (formerly known as Jindal Steel & Power Limited), only by way of remote e-voting ("e-voting") process.
An Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the proposed resolutions, setting out all the material facts and reasons thereof, is annexed herewith, for your consideration and forms part of the Postal Ballot Notice.
In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions related to e-voting are appended to this Notice.
The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as "CDSL" or "Service Provider") for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms.
The Board of Directors has, in compliance with Rule 22(5) of the aforesaid Rules, appointed Mr. Navneet Arora, (COP No. 3005) of M/s Navneet K. Arora & Co., LLP, Company Secretaries, as the Scrutinizer, for conducting e-voting process in a fair and transparent manner.
Members are requested to carefully read the instructions related to e-voting and record assent (for) or dissent (against) therein on the proposed resolutions through e-voting process not later than 5.00 P.M. (IST) on Thursday, June 18, 2026. The remote e-voting facility shall be disabled by CDSL immediately after the said date and time and voting will be disallowed thereafter.
Upon completion of the scrutiny of votes cast through e-voting, the Scrutinizer will submit his report to the Chairman or the Company Secretary of the Company or any person as may be authorized in this regard. The result of the Postal Ballot will be announced on or before Monday, June 22, 2026, and will be displayed on the Notice Board of the Company at its Registered Office and its Corporate Office.
The same will be intimated to BSE Limited and National Stock Exchange of India Limited, where shares of the Company are listed. Additionally, the result will also be published on the Company's website i.e. www.jindalsteel.in
The appended Resolutions shall be deemed to have been passed, if approved by requisite majority, on the last date specified by the Company for completion of e-voting i.e. Thursday, June 18, 2026.
SPECIAL BUSINESS:
ITEM NO. 1: TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. DEBOJYOTI ROY (DIN: 08285494) AS DIRECTOR OF THE COMPANY
The Members are requested to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and Rules framed thereunder, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations, 2015'), (including any statutory modification(s) or re-enactment thereof for the time being in force) read with the Articles of Association of the Company, subject to such consent(s), approval(s) and permission(s) as may be necessary in this regard and subject to such condition(s) as may be imposed by any authority while granting such consent(s), approval(s) and permission(s), and based on the recommendation of the Nomination & Remuneration Committee and Board of Directors, Mr. Debojyoti Roy (DIN: 08285494), who was appointed as an Additional Director in the category of Executive Director of the Company w.e.f. March 27, 2026 and in respect of whom the Company has received a notice in writing from a Member in terms of Section 160 of the Act, proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation;
RESOLVED FURTHER THAT any Director, Chief Financial Officer and Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, and things, as they may, in their absolute discretion deem necessary to give effect to this resolution."
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ITEM NO. 2: TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. DEBOJYOTI ROY (DIN: 08285494), AS WHOLETIME DIRECTOR OF THE COMPANY
The Members are requested to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Articles of Association of the Company and subject to such approvals as may be required and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, approval of the members be and is hereby accorded for the appointment of Mr. Debojyoti Roy (DIN: 08285494) as Wholetime Director, for a period of 3 (three) years from March 27, 2026, on the terms and conditions including remuneration as enumerated herein below:
| (a) | Basic Salary | Rs. 56,00,004/- (Rupees Fifty Six Lakh and Four Only) per annum |
|---|---|---|
| (b) | Flexible Compensation Plan as per Company's Policy | Rs. 77,28,000/- (Rupees Seventy Seven Lakh Twenty Eight Thousand Only) per annum |
| (c) | Performance based Target Variable Pay of Rs. 90,00,000/- (Rupees Ninety Lakh Only) per annum as per Annexure – I | |
| (d) | Total Long-Term Incentive (25% payout each year over 4 years), of Rs. 90,00,000/- (Rupees Ninety Lakh Only) as per Annexure II | |
| (e) | In addition to the above, he shall also be entitled to the following perquisites: • Employer's Contribution to Provident Fund • Gratuity in accordance with Company's Policy. • Medi-claim Insurance coverage for self and family as per Company's policy. • Group Personal Accident Insurance as per Company's Policy. • Leave encashment in accordance with Company's Policy • Mobile phone, telephone facility, telephone bill reimbursement, I - pad, laptop etc. as per Company's Policy. • Furniture/ fixtures/ home furnishing loan or any other loan as per Company's Policy. • Any other allowances/perquisites as per the policy of the Company. | |
| (f) | He shall also be entitled to Options/ shares under the Company's ESOP/ESPS schemes/plans or any other schemes/ plans as per the policy of the Company in accordance with extant regulations/rules. | |
| (g) | He shall also be entitled to reimbursement of expenses on actual basis which are incurred for business of the Company. |
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| (h) | He shall not be entitled for any sitting fees for attending the meetings of Board of Directors or Committees thereof. |
|---|---|
| (i) | He shall also be entitled to such other benefits, perquisites, allowances, reimbursements and facilities as may be determined by the Board from time to time. |
| (j) | The office of Mr. Debojyoti Roy shall be liable to determination by retirement of directors by rotation. |
RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as "Board" which term shall include the Nomination and Remuneration Committee of the Board) be and is hereby authorized to revise the remuneration upto 20% of his gross salary per annum for such quantum, periodicity and interval subject to overall limits as prescribed, from time to time, under the Act;
RESOLVED FURTHER THAT any Director, Chief Financial Officer and Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds and things as they may, in their absolute discretion deem necessary to give effect to this resolution."
Annexure I – Variable Pay ("VP")
VP is based on two factors:
a. Company Performance Factor (CPF); and
- CPF is the percentage of Actual Performance vis-à-vis the Target Performance on the identified Performance Metric
b. Individual Rating Multiplier (IRM)
- IRM is the Performance Factor based on Annual Performance Ratings for an individual, based on different levels of Performance
c. Description of CPF and IRM
- CPF for Performance Year 2025-26 is Cash Score - for companies generating Cash Score
- Cash Score = EBITDA (+/-) change in Working Capital
- IRM for Performance Year 2025-26 is:
| # | Rating | Multiplier |
|---|---|---|
| 1 | Exceptional Impact (5) | 125% |
| 2 | Valuable Impact (4) | 110% |
| 3 | Consistent Impact (3) | 100% |
| 4 | Needs Improvement (2) | 50% |
| 5 | Unsatisfactory (1) | 0% |
VP disbursement is divided into 2 parts:
- 50% quarterly payout for Quarters I, II and III; and
- The 50% quarterly VP is to be calculated as per the actual quarterly CPF vis-à-vis its target. CPF is capped at 100% for purposes of quarterly payouts
Year End
- 50% quarterly payout for Quarter IV and balance 50% VP of the entire year to be paid at the year-end
- 50% quarterly VP for Quarter IV and the balance 50% VP for the entire year is calculated as a product of actual annual CPF vis-à-vis its target and the IRM
Year End Payout = (Annual TVP * Company Performance Factor % * Individual Rating Multiplier) – (Quarterly Payout done)
No Cap on CPF is applicable for Annual Payouts
Should one leave the organisation in the middle of the year, VP will be treated in the following manner:
- For the Quarter – One needs to be on the rolls of the organisation on the last day of the relevant quarter to be eligible for the 50% quarterly payout for the said quarter.
- Balance 50% of the VP – One need to be on the rolls of the organisation on the last day of the relevant financial year to be eligible for the balance 50% annual payout
Note: The above scheme details may be changed at any time based on management decisions and without notice.
Annexure II – Long Term Incentive (“LTI”)
i. Long-term Incentive Pay (LTIP) is equal to (=) the Variable Pay (VP) earned in that respective year and is calculated at the fiscal year-end.
ii. Eligibility: Six (6) months of tenure served to be eligible for the first LTIP installment.
iii. LTIP is payable in Four (4) equal installments – 25% post-eligibility Fiscal year-end 1, 25% after consecutive Fiscal Year-end 2, 25% after consecutive Fiscal Year-end 3, and 25% after consecutive Fiscal Year-end 4.
iv. LTIP is earned annually, and thus the payments will begin to stack over time:
- Fiscal Year-end 1 – 25% of year 1 LTIP issued.
- Fiscal Year-end 2 – 25% from year 1 LTIP issued + 25% from year 2 LTIP issued.
- Fiscal Year-end 3 – 25% from year 1 LTIP issued + 25% from year 2 LTIP issued + 25% from year 3 LTIP issued.
- Fiscal Year-end 4 – 25% from year 1 LTIP issued + 25% from year 2 LTIP issued + 25% from year 3 LTIP issued + 25% from year 4 LTIP issued.
v. One must be employed through the end of a fiscal year to be entitled to payment for the 25% of that year’s LTIP, and the 25% of any previous year’s LTIP owed. If one is employed through the end of the fiscal year, but leave before payment is made, one is still entitled to that LTIP payment.
vi. Should one leave the organisation in the middle of the year, one is not eligible for any deferred LTIP from previous years or for LTIP of the ongoing year.
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ITEM NO. 3: TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. DAMODAR MITTAL (DIN: 00171650), AS WHOLETIME DIRECTOR OF THE COMPANY
The Members are requested to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Articles of Association of the Company and subject to such approvals as may be required and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, approval of the members be and is hereby accorded for the re-appointment of Mr. Damodar Mittal (DIN: 00171650) as Wholetime Director, for another term of 3 (three) years from March 28, 2026, on the terms and conditions including remuneration as enumerated herein below:
| (a) | Basic Salary | Rs. 71,61,960/- (Rupees Seventy One Lakh Sixty One Thousand Nine Hundred Sixty Only) per annum |
|---|---|---|
| (b) | Flexible Compensation Plan as per Company's Policy | Rs. 98,83,505/- (Rupees Ninety Eight Lakh Eighty Three Thousand Five Hundred Five Only) per annum |
| (c) | Performance based Target Variable Pay of Rs. 1,19,36,604/- (Rupees One Crore Nineteen Lakh Thirty Six Thousand Six Hundred Four Only) per annum as per Annexure – I | |
| (d) | In addition to the above, he shall also be entitled to the following perquisites: • Employer's Contribution to Provident Fund • Gratuity in accordance with Company's Policy. • Medi-claim Insurance coverage for self and family as per Company's policy. • Group Personal Accident Insurance as per Company's Policy. • Leave encashment in accordance with Company's Policy. • Mobile phone, telephone facility, telephone bill reimbursement, I - pad, laptop etc. as per Company's Policy. • Furniture/ fixtures/ home furnishing loan or any other loan as per Company's Policy. • Any other allowances/perquisites as per the policy of the Company. | |
| (e) | He shall also be entitled to Options/ shares under the Company's ESOP/ESPS schemes/plans or any other schemes/ plans as per the policy of the Company in accordance with extant regulations/rules. | |
| (f) | He shall also be entitled to reimbursement of expenses on actual basis which are incurred for business of the Company. |
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| (g) | He shall not be entitled for any sitting fees for attending the meetings of Board of Directors or Committees thereof. |
|---|---|
| (h) | He shall also be entitled to such other benefits, perquisites, allowances, reimbursements, and facilities as may be determined by Board from time to time. |
| (i) | The office of Mr. Damodar Mittal shall be liable to determination by retirement of directors by rotation. |
RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as "Board" which term shall include the Nomination and Remuneration Committee of the Board) be and is hereby authorised to revise the remuneration upto 20% of his gross salary per annum for such quantum, periodicity and interval subject to overall limits as prescribed, from time to time, under the Act;
RESOLVED FURTHER THAT any Director, Chief Financial Officer and Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds and things as they may, in their absolute discretion deem necessary to give effect to this resolution."
Annexure I – Variable Pay ("VP")
VP is based on two factors:
a. Company Performance Factor (CPF); and
- CPF is the percentage of Actual Performance vis-à-vis the Target Performance on the identified Performance Metric
b. Individual Rating Multiplier (IRM)
- IRM is the Performance Factor based on Annual Performance Ratings for an individual, based on different levels of Performance
c. Description of CPF and IRM
- CPF for Performance Year 2025-26 is Cash Score - for companies generating Cash Score
- Cash Score = EBITDA (+/-) change in Working Capital
- IRM for Performance Year 2025-26 is:
| # | Rating | Multiplier |
|---|---|---|
| 1 | Exceptional Impact (5) | 125% |
| 2 | Valuable Impact (4) | 110% |
| 3 | Consistent Impact (3) | 100% |
| 4 | Needs Improvement (2) | 50% |
5 Unsatisfactory (1) 0%
VP disbursement is divided into 2 parts:
- 50% quarterly payout for Quarters I, II and III; and
- The 50% quarterly VP is to be calculated as per the actual quarterly CPF vis-à-vis its target. CPF is capped at 100% for purposes of quarterly payouts
Year End
- 50% quarterly payout for Quarter IV and balance 50% VP of the entire year to be paid at the year-end
- 50% quarterly VP for Quarter IV and the balance 50% VP for the entire year is calculated as a product of actual annual CPF vis-à-vis its target and the IRM
Year End Payout = (Annual TVP * Company Performance Factor % * Individual Rating Multiplier) – (Quarterly Payout done)
No Cap on CPF is applicable for Annual Payouts
Should one leave the organisation in the middle of the year, VP will be treated in the following manner:
- For the Quarter – One needs to be on the rolls of the organisation on the last day of the relevant quarter to be eligible for the 50% quarterly payout for the said quarter.
- Balance 50% of the VP – One need to be on the rolls of the organisation on the last day of the relevant financial year to be eligible for the balance 50% annual payout
Note: The above scheme details may be changed at any time based on management decisions and without notice.
Dated: May 1, 2026
By order of the Board
Place: New Delhi
Registered Office
O.P. Jindal Marg,
Hisar – 125005 (Haryana)
CIN: L27105HR1979PLC009913
Damodar Mittal
Wholetime Director
DIN: 00171650
NOTES:
- The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions of the Act read with the rules framed thereunder concerning the special businesses is annexed hereto and forms part of this Notice.
- The Board of Directors has appointed Mr. Navneet Arora, (COP No. 3005) of M/s Navneet K. Arora & Co., LLP, Company Secretaries, as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.
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In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the "NSDL") and Central Depository Services (India) Limited (the "CDSL") as on Friday, May 15, 2026 (the "Cut-Off Date") and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/s. Alankit Assignments Limited (the "RTA"), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information only.
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In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.
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In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)-2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.
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In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company's RTA. Post successful registration of the e-mail, the member would request to get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot.
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It is clarified that for permanent registration of e-mail address, the members are however requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's RTA to enable servicing of notices, etc. electronically to their e-mail address.
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The e-voting rights of the shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, May 15, 2026 being the Cut-off date for the purpose. The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-off date, can cast their vote electronically.
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The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.
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Once the vote is cast, whether partially or otherwise, the member shall not be allowed to
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change it subsequently or cast the vote again.
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Institutional shareholders /Corporate Members (i.e. other than individuals, HUF, NRI etc.), are requested to send a certified scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote on their behalf, to the Scrutinizer by sending an e-mail to [email protected] with a copy marked to [email protected]
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Postal Ballot (e-voting) commences from Wednesday, May 20, 2026 (09:00 a.m.) (IST) and ends on Thursday, June 18, 2026 (05.00 p.m.) (IST). At the end of the e-voting period, the facility shall forthwith be blocked, and e-voting shall not be allowed beyond the said date and time.
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The proposed resolutions, if approved by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Thursday, June 18, 2026. The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.
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This Notice shall also be available on the website of the Company at www.jindalsteel.in websites of the stock exchanges where the equity share of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively, and on the website of Central Depository Services (India) Limited ("CDSL") at www.evotingindia.com.
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The documents, if any, referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process.
INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(i) The voting period begins on Wednesday, May 20, 2026 (09:00 a.m.) (IST) and ends on Thursday, June 18, 2026 (05.00 p.m.) (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, May 15, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple
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user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL Depository | 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. |
| 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. | |
| 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. | |
| 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders holding securities in demat mode with NSDL Depository | 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
| --- | --- |
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. |
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 |
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on "Shareholders" module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
| For Physical shareholders and other than individual shareholders holding shares in Demat. | |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) |
| • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
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| Dividend Bank Details OR Date of Birth (DOB) | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
| --- | --- |
(v) After entering these details appropriately, click on “SUBMIT” tab.
(vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(viii) Click on the EVSN for Jindal Steel Limited.
(ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians
are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
- It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
- For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
- For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
- For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
The following Statement sets out all material facts relating to the Special Business mentioned under Item Nos. 1 to 3 of the accompanying Notice.
ITEM NOS. 1 and 2:
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), approved the appointment of Mr. Debojyoti Roy (DIN: 08285494) as an Additional Director in the category of Executive Director of the Company with effect from March 27, 2026. Further, subject to the approval of the Members, the Board, as per the recommendations of the NRC and given the knowledge, background and experience of Mr. Debojyoti Roy, decided that it would be in the best interest of the Company to appoint him on the Board as a Wholetime Director as he fulfills the requisite criteria laid down by the Board and as required in the context of the Company's business and sector it operates in, has also approved his appointment as Wholetime Director of the Company for a period of 3 (three) years commencing from March 27, 2026, on the terms and conditions, including remuneration, as set out in the resolution under Item No. 2.
Mr. Debojyoti Roy holds a B. Tech (Mechanical) and ME from North Eastern Hill University along with a PGDM from XIM, Bhubaneswar. He brings over 25 years of experience across business and corporate strategy, operations management and technology integration within the steel and manufacturing sectors. Mr. Roy has a strong track record of driving large-scale transformation programmes, mergers and acquisitions and operational excellence initiatives that have delivered measurable improvements in efficiency and profitability.
The Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013 ("the Act"), from a Member proposing his candidature for the office of Director.
Mr. Debojyoti Roy has given his consent to act as a Director of the Company and has confirmed that he is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any such regulatory authority(ies) and he is not disqualified from being appointed as a Director in terms of Section 164 of the Act and satisfies the conditions set out in Part 1 of Schedule V and Section 196 (3) of the Act for his appointment as Wholetime Director.
Further, pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V of the Act and other applicable provisions, if any, of the Act and the rules made thereunder, the appointment of Mr. Debojyoti Roy as Wholetime Director of the Company requires approval of the Members by way of an Ordinary Resolution.
The other information as required under (a) Secretarial Standard on General Meetings (SS-2) in relation to the appointment or re-appointment of directors and (b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; are
provided in the "Annexure" to the Notice.
The Board of Directors recommends the resolutions set out at Item Nos. 1 and 2 for approval of the Members by way of Ordinary Resolutions.
None of the other Directors/ Key Managerial Personnel of the Company/ their relatives, except Mr. Debojyoti Roy, Wholetime Director/ his relatives who are interested in the resolutions set out in item No. 1 and item no. 2 of this notice, are, in any way, concerned or interested, financially or otherwise, in these resolutions.
ITEM NO. 3:
The Members of the Company, by way of Postal Ballot on June 23, 2023, approved the appointment of Mr. Damodar Mittal (DIN: 00171650) as Wholetime Director, designated as 'Executive Director' of the Company, for a period of three years, with effect from March 28, 2023 up to March 27, 2026.
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Damodar Mittal (DIN: 00171650) as a Wholetime Director designated as an Executive Director, for a period of 3 (three) years from the expiry of his present term, i.e., with effect from March 28, 2026, on the terms and conditions, including remuneration, as set out in the resolution under Item No. 3.
In view of the rich and extensive experience of Mr. Damodar Mittal in the industry and his continued association with the operations of the Company over a considerable period, his appointment as Wholetime Director would be beneficial and in the best interest of the Company.
Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules made thereunder, the re-appointment of Mr. Damodar Mittal as Wholetime Director requires approval of the Members by way of an Ordinary Resolution.
Mr. Damodar Mittal satisfies all conditions set out in Part-I of Schedule V to the Act as also conditions set out under Section 196(3) of the Act for his re-appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act.
The other information as required under (a) Secretarial Standard on General Meetings (SS-2) in relation to the appointment or re-appointment of directors and (b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; are provided in the "Annexure" to the Notice.
The Board of Directors recommends the resolution set out at Item No. 3 for approval of the Members by way of an Ordinary Resolution.
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None of the other Directors/ Key Managerial Personnel of the Company/ their relatives, except Mr. Damodar Mittal, Wholetime Director/ his relatives who are interested in the resolutions set out in item No. 3 of this notice, are, in any way, concerned or interested, financially or otherwise, in this resolution.
Dated: May 1, 2026
Place: New Delhi
By order of the Board
Registered Office
O.P. Jindal Marg,
Hisar – 125005 (Haryana)
CIN: L27105HR1979PLC009913
Damodar Mittal
Wholetime Director
DIN: 00171650
Annexure
Details of the Directors seeking appointment / re-appointment
{In pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2)}
| Name of Director | Mr. Debojyoti Roy | Mr. Damodar Mittal |
|---|---|---|
| DIN | 08285494 | 00171650 |
| Date of Birth/Age | 24/06/1975 / 50 Years | 22/11/1966/ 59 Years |
| Qualification | B. Tech (Mechanical), ME; North-Eastern Hill University; PGDM – XIM, Bhubaneswar | BE Mechanical Engineering and AMIIM in Metallurgy (BTech) |
| Brief resume and Nature of expertise in specific functional areas | Mr. Debojyoti Roy holds a B. Tech (Mechanical) and ME from North Eastern Hill University along with a PGDM from XIM, Bhubaneswar. He brings over 25 years of experience across business and corporate strategy, operations management and technology integration within the steel and manufacturing sectors. |
Mr. Roy has a strong track record of driving large-scale transformation programmes, mergers and acquisitions and operational excellence initiatives that have delivered measurable improvements in efficiency and profitability.
Prior to joining Jindal Steel, he served as Chief – Corporate Strategy and Planning at Tata Steel, where he led enterprise-wide strategic planning, performance improvement and growth initiatives. Earlier, he was Director – Strategy and Transformation at Tata Steel UK, where he drove | Mr. Damodar Mittal is Executive Director with over 37 years of experience in the Iron, Steel, and Mining industry. He started his career as a Graduate Engineer Trainee (GET) with the Company in 1989 and rose to the position of Executive Director.
Mr. Mittal is also a project management professional with an understanding of organizing and executing various projects by focusing on planning, project administration, strategic scheduling, quality, cost control, and optimum resource utilization.
He is credited with implementing innovative approaches to completing the most challenging tasks more easily and economically within the short time frame. He is responsible for various aspects of ironmaking technology such as - production management, benchmarking and managing, technology, conceptualization and establishing the viability of |
| business transformation and organisational redesign following the demerger. He also held leadership roles at Tata Steel India and Tata Steel South East Asia, including Chief Transformation Officer, where he successfully implemented large-scale digital, process and structural improvement programmes. | solutions for future needs and business scenario planning for the global market. | |
|---|---|---|
| Terms & conditions of the appointment/ reappointment | As per the resolution | As per the resolution |
| Remuneration sought to be paid | As per the resolution | As per the resolution |
| Past Remuneration drawn from the Company | Not Applicable | Rs. 228.19 Lakhs (FY 24-25) |
| Rs. 162.77 Lakhs (FY 23-24) | ||
| Rs. 1.68 Lakhs (FY 22-23) | ||
| (appointed w.e.f. March 28, 2023) | ||
| Date of first appointment on the Board | March 27, 2026 | March 28, 2023 |
| Shareholding in the Company including shareholding as a beneficial owner | Nil | 1,02,579 equity shares |
| Relationship with other Directors, Managers, and other Key Managerial Personnel of the Company | Not Applicable | Not Applicable |
| Number of Board meetings attended during FY 2025-26 | Not Applicable | 9/9 |
| List of other companies in which directorship is held | (a) Jindal Steel Chhatisgarh Limited | (b) Jindal Steel Odisha Limited |
| (c) Jindal Naveen Avsar Limited | ||
| Listed entities from which resigned as a director in the past three years | Nil | Nil |
| Justification for choosing the appointee for appointment as independent director | Not Applicable | Not Applicable |
| Chairperson/Member of the Committee(s) of the Board of Directors of the Company | Nil | Member – Audit Committee |
| Member – Stakeholders’ Relationship Committee | ||
| Member – Health, Safety, CSR, Sustainability and |
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| | | Environment Committee
Member – Risk Management
Committee |
| --- | --- | --- |
| Chairperson/ Member of the Committee(s) of Board of Directors of other Companies in which Director is a Member/ Chairperson | Nil | Nil |
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