JSW has always recognized its moral obligation to do all that it can to operate its business to the highest standards of personal and professional integrity, honesty and transparency, recognizing the intrinsic benefits that good business ethics and governance provide. However, in spite of all that we have so far achieved in operating our business ethically, we recognize that there remains a potential for us to do much more. JSW is committed to embed sound governance, deliver transparency, tackle corruption, manage risks and provide value through strong and robust business ethics. 100% of our employees are committed to Code of Conduct. We impart training on various aspects of Code of conduct such as periodically in an online manner as well as face to face classroom training . We have set a target for code of conduct training for 100% of our employees by FY-2026. We also plan to conduct Human Rights training and assessment at all our sites during the same period.

A strong and fully embedded commitment to undertaking business ethically brings considerable benefits, including improved consumer perception (leading to increased loyalty), greater investment, reduced costs, and enhanced employee motivation, involvement and interaction to name just a few.

Board Accountability: JSW Cement Limited was listed on 14 August 2025, and we adhere to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The appointment of our directors is in accordance with Section 152(6) of the Companies Act and our Articles of Association. All directors—excluding Independent Directors and, where applicable, the Managing Director—are subject to retirement by rotation. At each Annual General Meeting, one-third of such directors, or the number nearest to one-third, retire from office and, if eligible, may offer themselves for re-election. To ensure the continuity of operations, we also have a CEO succession plan. As of 31st March 2025, the average tenure of the Board was 5.76 years. This increased to 6.14 years as of the company's listing date on 14th August 2025.
In line with Section 14 of the Companies Act, any alteration to our Articles of Association (commonly referred to as bylaws) requires a special resolution passed at a general meeting of shareholders. Proposed amendments must first be approved by our Board of Directors before being presented to shareholders for consideration and approval.
We also ensure appropriate coverage for our Independent Directors in accordance with Clause 196 of our Articles of Association, which addresses indemnity and director responsibilities, and pursuant to Regulation 25(10) of the SEBI Listing Regulations. As part of our commitment to good corporate governance, we have obtained Directors and Officers Insurance for all our directors, covering such quantum and risks as determined by the Board.

Management Ownership: JSW Cement Limited was listed on 14 August 2025. To calculate management ownership, we have considered the share price as on the listing date- ₹153.5 as the basis for valuation. Our Executive Committee, comprising the Key Managerial Personnel (KMPs), includes:

• Mr. Parth Sajjan Jindal, Managing Director
• Mr. Nilesh Narwekar, Whole -Time Director & Chief Executive Officer
• Mr. Narinder Singh Kahlon, Director – Finance & Commercial and Chief Financial Officer
• Ms. Sneha Bindra, Company Secretary

Remuneration: Our Nomination and Remuneration Policies guide the compensation structure for Directors, Key Managerial Personnel, and Senior Management. CEO compensation is determined based on various performance indicators, including financial return metrics like Debt/EBITDA ratio, sales, operating income, operating EBITDA. In FY 2024-25, the ratio between total annual compensation of the CEO and the median employee compensation was 40.55 and the median employee compensation was ₹11.10 lacs. The mean employee compensation was ₹17.09 lacs.

Sustainability Leadership: We have established a robust governance structure to ensure accountability and strategic oversight across sustainability-related matters. Our Board-level Sustainability Committee evaluates the performance in areas such as sustainability, climate change, and environmental initiatives. The committee actively reviews our long-term and short-term climate targets, strategic commitments, and progress, while also providing guidance and approving budgets aligned with our business plan. It prioritizes climate-related projects based on their impact and expected outcomes and finalizes performance-linked incentives to ensure that climate metrics — such as energy intensity and thermal substitution rate — are embedded in KPIs across all levels, including top management.
At the executive level, we have constituted a committee that reports directly to the Managing Director. This committee — comprising our Chief Executive Officer, Chief Financial Officer, Chief Manufacturing Officer, Chief Marketing Officer, Chief Sustainability Officer, and Business Heads — meets monthly to monitor environmental, safety, and climate-related issues. It sets annual targets, allocates budgets, and tracks progress through structured reviews. Key findings from these meetings are presented to the Board on a quarterly basis.
The Chief Sustainability Officer (CSO) plays a pivotal role in embedding sustainability across JSW Cement’s strategic and operational landscape. We rely on the CSO to regularly brief the Board of Directors on key sustainability issues and engage with executives, including the CEO and senior management, to ensure sustainability is integrated into strategic decision-making. The CSO drives and manages sustainability initiatives throughout the organization, fostering alignment across departments and business units. In addition to internal coordination, the CSO actively engages with external stakeholders to advance policy advocacy and collaborative action. The CSO is also responsible for conducting climate risk analysis across all operating units, developing mitigation plans, identifying research and development needs, setting measurable sustainability targets, and formulating long-term action plans. Through these responsibilities, the CSO ensures that sustainability remains a core driver of innovation, resilience, and value creation for the company.

Behaviour and Business Ethics: We have established robust frameworks through our Policy on Business Conduct to uphold high ethical standards across all our business operations. This policy ensures accountability and transparency at every level of engagement with the company.
We are committed to eliminating bribery and corruption and have clearly defined guidelines on gifts, political contributions, and charitable sponsorships. Our online ethical complaints system enables the reporting of human rights violations, corruption, bribery, discrimination, harassment, or violations against indigenous people, and we take appropriate corrective or disciplinary action in response. We also provide regular training to our employees to reinforce ethical conduct and compliance.
During FY 2024–25, we received a total of six complaints, of which five were related to working conditions and one pertained to anti-bribery and corruption. Additionally, we received four complaints concerning sexual harassment, all of which were resolved as of March 31, 2025. We recorded zero instances of data breaches, money laundering or insider trading in the reporting year.

Whistleblower Mechanism: At JSW Cement, we are deeply committed to fostering a culture of integrity, transparency, and accountability. Our whistleblowing mechanism is a vital part of our governance framework, designed to empower individuals to report concerns related to unethical conduct, policy violations, or any form of misconduct without fear. We have established a dedicated Ethics & Compliance team that oversees the whistleblowing process under the supervision of our Audit Committee. To ensure impartiality and build trust, we have partnered with an independent third-party service provider to operate our reporting channel. This platform is accessible around the clock and supports multiple languages, making it easy and secure for individuals to raise concerns. We recognize the importance of anonymity in encouraging people to come forward. Therefore, we allow whistleblowers to submit reports anonymously, and we are committed to protecting their identity throughout the process. All reports are treated with strict confidentiality, and access to the information is restricted to authorized personnel involved in the investigation. We maintain a zero-tolerance policy towards any form of retaliation against whistleblowers. We are committed to protecting those who report concerns in good faith, and any retaliatory action is treated as a serious violation of our Code of Conduct. To ensure that our employees are aware of and confident in using the whistleblowing mechanism, we conduct regular training and awareness programs. These initiatives help our teams understand how to access the reporting channel, what types of issues can be reported, and the protections available to them. Every report we receive is handled through a structured and transparent investigation process. We begin with a preliminary assessment to determine the validity and seriousness of the concern. If necessary, we initiate a detailed investigation, with findings reviewed by the Ethics Committee and, where appropriate, escalated to the Audit Committee. We ensure that all outcomes are documented, corrective actions are implemented, and follow-ups are conducted to prevent recurrence.

Policy Influence: We prioritise public policy issues through a robust evaluation process, working closely with diverse industry members and trade associations on matters of strategic importance, including climate policy positions. Our engagements are structured and collaborative, ensuring that our advocacy efforts are aligned with our corporate values and sustainability goals. Governance oversight is provided by our Board and Sustainability Committee, which reviews all advocacy matters monthly and ensures alignment with our strategic priorities. We systematically monitor the policy positions of trade associations including lobbying to ensure they are compatible with our climate commitments and the principles of the Paris Agreement. Where misalignments arise, we reserve the right to act independently and transparently communicate our position to relevant stakeholders. We actively engage in indirect lobbying with policymakers, trade associations, and climate-focused organisations and think tanks such as GCCA, CMA, FICCI, Climate Group, Xynteo Build Ahead Coalition, LeadIT, UNGC, and CII, leveraging collective action to address complex environmental and social challenges. Our advocacy efforts aim to build common ground and foster collaborative solutions across all our operational locations. In the past four years, we have not contributed to lobbying, interest representation, political campaigns, or any form of political spending.

Risk Governance: We have a Risk Management Committee at the Board level that oversees the overall risk management framework. At the executive level, a Risk Management Group, comprising members of the Senior Leadership Team, is responsible for setting controls and standards and overseeing compliance. Additionally, a dedicated Risk Management function supports this framework by actively engaging with plant heads and corporate functions to gather risk-related inputs. The team also conducts periodic peer reviews of identified risks.
Risk management is integrated into the Internal Audit Plan, with audits conducted annually. The findings are presented to the Audit Committee on a regular basis. Furthermore, external audits are carried out for high-risk areas to ensure robust oversight and accountability.

Risk Management Process: At JSW Cement, we leverage the industry-standard COSO Enterprise Risk Management (ERM) framework, ensuring a comprehensive and systematic approach to identifying, assessing and mitigating potential threats. Our risk management approach incorporates both bottom-up and top-down strategies. The bottom-up process involves the identification and regular assessment of risks by our plants and corporate functions, followed by the implementation of effective mitigation strategies. We identify the company specific risk exposure for all the risks. The risk severity is determined by two factors- Impact on Business & Probability of Occurrence supported by peer benchmarking. Based on the risk severity the risk appetite is determined.
To strengthen our internal processes and the create awareness, we conduct regular risk management training and awareness sessions for non-executive directors and the business functions throughout the organization on risk management principles and the trends. We also incorporate risk criteria during development of products such as considering supply chain risks, raw material risks and others.
We have identified sustainability risk as one of our top enterprise risks and linked key performance indicators (KPIs) related to this risk to executive compensation. These KPIs include safety performance (LTIFR, reportable incidents, fatalities), COâ‚‚ emissions reduction, energy efficiency, thermal substitution rate, waste heat recovery, renewable energy use, adoption of LNG and EV trucks, and growth in low-carbon cementitious product sales.

Risk	Talent/Manpower Risk	Cybersecurity Risk
Description	Attracting and retaining employees with the requisite skillset and experience is critical to maintain current operations and plans of expansions. While our labour relations are good, we cannot discount future disruptions due to disputes or other problems	Cybersecurity risks can lead to significant reputational and financial losses due to corporate and financial data theft, ransomware attacks, and business disruptions.
Risk Exposure	Medium	Medium
Increase/Decrease in magnitude of risk	Increase	Unchanged
Mitigation Strategy	Strong HR policies Competitive compensation Performance management system Succession planning Employee engagement Employee stock ownership plans (ESOPs) Leadership development Skill development	Controlling system vulnerability Breach assessment done with subject expert partners

The detailed key risks, opportunities, and response strategies are provided in the Integrated Annual Report FY 2024–25.

Emerging Risks:

Risk	Supply chain disruption due to geopolitical conflicts	Product Obsolescence due to Disruptive Technologies
Description	The global economic environment was shaped by a modest growth trajectory, driven by easing inflation and accommodative monetary policies. At the same time, fresh geopolitical and trade-related uncertainties emerged following the US elections. In contrast, India demonstrated notable economic resilience. Though GDP growth moderated to 6.5%, the underlying momentum remained strong. With the RBI proactively reducing policy rates — conditions are becoming conducive for a recovery in housing and infrastructure demand, which directly supports cement consumption. However, we believe that the Geopolitical conflicts can lead to increased market volatility and disruptions in global trade and supply chains. As we rely on the global markets for raw materials, technology, and capital, we remain vulnerable to such external shocks. Prolonged instability may impact our sourcing, logistics, and cost structures, ultimately affecting business continuity and profitability.	We believe that the adoption of disruptive technologies such as AI-driven automation, 3D printing, and advanced material innovations has the potential to challenge the traditional business model of cement manufacturing. Our goal is clear: to create a pan-India, technology-driven, and sustainability-focused cement enterprise that can support India’s infrastructure vision while creating long term value for our stakeholders.
Impact	We rely on imported clinker from global operations. During heightened tensions between countries, there is a threat of potential closure the supply route. Such disruptions could lead to operational delays, increased input costs, and reduced production capacity. In extreme cases, prolonged conflict may force temporary shutdowns or necessitate costly shifts to alternative sourcing, directly affecting profitability and business continuity. The imposition of new tariffs by the United States in March 2025, along with the possibility of retaliatory trade measures, may lead to renewed supply chain disruptions, higher import costs, and renewed inflationary pressures. Despite these headwinds, the global economy is likely to remain on a stable path, supported by increasing investments in renewable energy, the acceleration of sustainability initiatives, and the adoption of strategic policy frameworks and technological advancements.	The use of disruptive technologies may shift market preferences, reduce demand for conventional products, and introduce new competitive dynamics. As a result, there is a risk of topline impact due to reduced market share or pricing pressures. The uncertainty surrounding the pace and direction of technological change may affect the viability of large capital expenditure (capex) projects. Investments made under traditional assumptions may face obsolescence or underperformance, leading to unforeseen financial and operational conditions. This could result in delayed returns, stranded assets, or the need for costly strategic pivots.
Mitigating Actions	Exploring the captive coal mines in India to reduce dependency on imported fuel sources by leveraging domestic reserves. Diversifying supplier base to ensure continuity in operations during geopolitical disruptions. Maximization of renewable energy (Solar and WHRS) at Nandyal, Shiva, Vijayanagar and Salboni. Usage of Alternative Fuels (AF) in the operations.	Deploying AI, IoT, robotics, and blockchain across key workflows to optimize production efficiency, minimize waste and support the development of next-generation products. For example, robotic laboratories are enabling improved clinker raw mix designs, ensuring quality and consistency. A pilot implementation of 3D printing technologies is underway, aimed at diversifying product portfolio and reducing dependence on traditional cement formats. Group-level testing of recast projects is being conducted to evaluate formulations and processes that can improve product adaptability and market competitiveness.

Our Approach Towards Tax: JSW Cement is committed to upholding the laws and regulations of all jurisdictions in which it operates. We ensure strict compliance with applicable legal frameworks, both in letter and in spirit.

• We maintain a robust stance against the use of jurisdictions identified as tax havens or low-tax regions for profit diversion.
• We adhere to the guidelines prescribed under the OECD framework, in conjunction with relevant domestic legislation, to ensure appropriate transfer pricing practices for goods and services.
• The key tax positions are discussed with the Audit Committee of the Board.

Data Privacy, Cybersecurity and Systems Protection: Our organization maintains a strong cybersecurity and resilience framework, anchored by regularly tested Business Continuity and Incident Response Plans (BCP and IRP) to ensure readiness for potential disruptions. The cybersecurity program includes continuous vulnerability assessments and penetration testing (VAPT) and is supported by an ISO 27001-certified Information Security Management System (ISMS). We conduct internal audits of our IT infrastructure and security systems to proactively identify vulnerabilities, alongside independent third-party audits and simulated cyberattacks to further strengthen our defenses. Incident reporting is facilitated through clearly defined escalation channels such as email, phone, and in-person and all reported incidents or policy violations are addressed through a formal disciplinary process based on severity and risk impact. There have been zero instances of data breaches, underscoring the effectiveness of our security measures.

Sustainability Related Management Incentives: At JSW Cement, sustainability-linked incentives are embedded across all levels of leadership to promote accountability and accelerate progress toward our ESG goals. Approximately 10% of the total monetary incentives for C-suite and Board-level executives at JSW Cement are tied to sustainability priorities, with a strong emphasis on COâ‚‚ emissions reduction, safety performance, and other strategic levers that support climate action and operational excellence. Key members of the Executive Committee have KPIs that directly or indirectly influence climate performance, including energy efficiency, thermal substitution rate, waste heat recovery for power generation, increased use of renewable energy, adoption of LNG and EV trucks, and growth in sales of low-carbon cementitious products. Safety is treated as a critical pillar of sustainability at JSW Cement, forming an integral part of performance evaluation across roles and functions. Each year, comprehensive sustainability targets are developed and cascaded down to line management, forming a key part of performance evaluations.
For example, the Chief Manufacturing Officer (CMO) have KPIs related to the use of alternative raw materials and fuels, increasing slag-based products in compliance with regulations, and enhancing energy efficiency, renewable energy portfolios and safety. The CMO is rewarded through annual salary increments based on progress toward environmental targets, while the Chief Sustainability Officer (CSO) is incentivized through performance against sustainability indices and increased investment in environmental R&D and innovation. Business Unit Managers receive salary hikes and fixed bonuses linked to achieving environmental goals, improving resource efficiency, and reducing energy consumption. By integrating these KPIs into both short-term incentive plans and annual contractual bonuses, JSW Cement ensures that sustainability is a core leadership responsibility, reinforcing its commitment to sustainable growth.

JSW Cement’s Policy on Business Conduct is available here.