Your Directors are pleased to present the 24^th Board's Report on the business and operations of your Company, together with
Standalone and Consolidated Financial Statements for the year ended March 31, 2025.

1. Financial Results

The summary of your Company's financial performance for the current financial year as compared to the previous
financial is detailed below:

2. Review of Operations

A. Standalone:

For the financial year under review, your Company
earned a total revenue on Standalone basis of Rs.
24,808.99 Lakh, comprising of income by way
of dividend of Rs. 13,356.86 Lakh, interest of Rs.
10,499.53 Lakh, pledge fees of Rs. 171.15 Lakh,
management advisory services of Rs. 472.50
Lakh and gain on fair value changes of Rs. 308.95
Lakh. The Profit before interest, depreciation and
tax was Rs. 23,403.77 Lakh and after providing
for depreciation of Rs. Nil Lakh and Tax of Rs.
5,934.01 Lakh the Net Profit for the year was Rs.
17,469.76 Lakh.

B. Consolidated:

During the year under review, your Company earned
total Consolidated Revenue of Rs. 24,808.99
Lakh, comprising of income by way of dividend
of Rs.13,356.86 Lakh, interest of Rs. 10,499.53
Lakh, pledge fees of Rs. 171.15 Lakh, management
advisory services of Rs. 472.50 Lakh and gain on fair
value changes of Rs. 308.95 Lakh. Your Company has
two Associate Companies and after considering the
share of profit from associates of Rs. 2,112.89 Lakh,
the consolidated profit after tax for the year was Rs.
19,582.65 Lakh.

3. Transfer to Reserves

The Company has not transferred any amount to the
Reserves for the year ended March 31, 2025.

4. Dividend

Your Directors do not recommend any dividend for the
financial year under review. In terms of the provisions of
Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (’SEBI Listing Regulations'), your
Company has formulated and adopted a Dividend
Distribution Policy, which is available on the Company's
website and can be accessed at https://www.jsw.in/
investors/isw-holdings-policies.

5. Material changes and commitments affecting
the financial position of the Company

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and the date of the report.

6. Holding, Subsidiary, Joint Ventures & Associate
Company

Your Company does not have any holding company,
subsidiary company or joint venture. The following
companies continue to be Associate Companies as on
March 31, 2025:

A. Sun Investments Private Limited

Sun Investments Private Limited ('SIPL') is a Non¬
Banking Financial Company registered with the
Reserve Bank of India. The business objects of SIPL
are investment and finance. The net worth of SIPL
as on March 31, 2025 is Rs. 2,03,310.24 Lakh.

B. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited ('JCSPL')
was formed with the main object of trading and
manufacturing various types of steel and allied
products. The net worth of JCSPL as on March 31,
2025 is Rs. 14,882.04 Lakh.

As per the provisions of Section 129(3) of the
Companies Act, 2013 (the 'Act'), a statement
containing salient features of the financial
statements of the Company's associate
companies in Form AOC-1 is annexed to the
financial statements of the Company.

7. Core Investment Company ('CIC')

In accordance with the Core Investment Companies
(Reserve Bank) Directions, 2016, as amended from time
to time your Company is a Core Investment Company
with an asset size of above Rs.100 crore. Since the
company is not accessing public funds, it is not required
to be registered under Section 45IA of the Reserve Bank
of India Act, 1934 and is termed as an 'Unregistered
CIC'. Your Company continues to carry on the business
permitted for Unregistered CIC.

8. Change in nature of business

During the financial year under review, there has been
no change in the nature of business of the Company.

9. Future Prospects

Your Company holds significant investments in equity
shares of JSW Steel Limited besides certain other
investments in other Group Companies, therefore, the
business prospects of the Company largely depends
on the business prospects of JSW Steel Limited and the
steel industry in general.

India remained the fastest growing major economy
in the world in FY24-25. The Indian economy remains
on a transformative growth path, demonstrating its
inherent strength and resilience. Building on the strong
foundations, India appears to be well on track to become
the third largest economy over the next three years. The
focus on infrastructure development continues, with
central government capex is budgeted at ' 11.2 Trillion
in for FY 2025-26 to drive sustained economic growth,
which is likely to continue having a multiplier effect.
Most multilateral agencies, including the IMF and World
Bank, have upgraded India's growth forecasts for 2025
and 2026, amidst caution surrounding geopolitical
tensions. Elevated consumer confidence, coupled with
easing inflation, will support consumption growth.
India's outperformance is expected to continue, with
positive trends across key sectors and a resilient
macroeconomic profile.

India is the second-largest producer of crude steel
in the world. In FY24-25, the Indian Steel Sector has
demonstrated unprecedented performance, achieving
its highest level of production and consumption.
The production of crude steel was 159 Million Tonne
(MnT) and finished steel consumption was 162 MnT
driven by robust domestic demand on the back of the
Government's continued spend on infra and housing,
the increasing share of manufacturing in GDP, and
strong demand from automotive sector. However,
margins of domestic steelmakers were under pressure
due to volatile commodity and energy costs, and the
surge in low-cost imports putting more pressure on
steel prices.

10. Deposits

Your Company has neither accepted nor renewed any
deposits within the meaning of Section 73(1) of the
Act read with the Companies (Acceptance of Deposits)
Rules, 2014.

11. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the
Act, the Annual Return, referred to in Section 92(3) of the
Act, in form MGT-7, of the Company for the Financial Year
2024-25 will be available on the Company's website at
https://www.isw.in/investors/isw-holdings-fv-2024-
25-annual-returns.

12. Directors and Key Managerial Personnel

Your Board comprises of 6 Directors including 3
Independent Directors out of which 1 is a Woman
Independent Director. Mr. Manoj Kr. Mohta (DIN:
0233900), Whole-time Director, CEO & CFO and Mr. Akshat
Chechani, Company Secretory & Compliance Officer are
the Key Managerial Personnel of your Comany.

A. Appointment/Re-appointment/Resignation/
Cessation of Directors and Key Managerial
Personnel

During the year under review, the following
appontments/ cessations occured:

i Mr. Sanjay Gupta resigned as Company
Secretary and Comliance Officer

Mr. Sanjay Gupta resigned from his position as
Company Secretary and Compliance Officer
(Key Managerial Personnal) with effect from
April 29,2024.

ii. Mr. Akshat Chechani appointed as Company
Secretary & Key Managerial Personnel

Mr. Akshat Chechani has been appointed
as the Company Secretary and Compliance
Officer of the Company (Key Mangerial
Personnel) with effect from July 09, 2024.

iii. Re-appointment of Mr. Manoj Kr. Mohta as
Whole-time Director

Mr. Manoj Kr. Mohta (DIN: 02339000) was re¬
appointed as a Whole-time Director at the
23^rd Annual General Meeting of the Company
held on July 24, 2024.

iv. Completion of 2^nd term of Independent
Director - Mrs. Sutapa Banerjee
(DIN: 02844650) as Non-Executive

Independent Director

Mrs. Sutapa Banerjee ceased to be Non¬
Executive Independent Director of the
Company with effect from September 15,
2024 on account of completion of her 2^nd
term as an Independent Director.

The Board places on record its appreciation
for the services provided by Ms. Banerjee
during her tenure as an Independent Director.

B. Directors liable to retire by rotation

In accordance with the provisions of Section
152(6) of the Act and the Articles of Association of
the Company, Mr. Kantilal N. Patel (DIN: 00019414),
Non-Executive Director of the Company is liable
to retire by rotation at the ensuing 24^th Annual
General Meeting ("AGM") and being eligible, has
offered himself for re-appointment.

Mr. Kantilal Narandas Patel will attain the age of 75
years on May 30, 2026. In view of Regulation 17(1A)
of the SEBI Listing Regulations, for the continuation
of Mr. Patel as a Non-Executive, Non-Independent
Director beyond May 30, 2026, consent of the
Members is being sought by way of a Special
Resolution which forms part of the Notice of the
forthcoming AGM.

The profile of Mr. Patel as required under
Regulation 36(3) of the SEBI Listing Regulations
and Secretarial Standards - 2 is given in the Notice
of the forthcoming AGM.

The Directors recommend the Special Resolution
to the Members for its approval.

C. Declaration of Independence

Your Company has received declarations from all
Independent Directors of the Company confirming
that they meet the criteria of independence as
prescribed under the Act and Regulations 16(1)
(b)and 25 of the SEBI Listing Regulations. The
following Directors are Independent Directors of
the Company as on the date of this report:

• Mr. N. K. Jain

• Mr. Pankaj Kulkarni

• Ms. Anuradha Bajpai

The Independent Directors have complied with

the Code for Independent Directors prescribed
under Schedule IV of the Act and the SEBI Listing
Regulations. The Board is of the opinion that the
Independent Directors of the Company possess
requisite qualifications, experience and expertise
in delivering on their duties with highest integrity.
The brief details of the familiarisation programme
is available at: https://www.jsw.in/investors/jsw-
holdings-policies.

The Company familiarizes its Independent Directors
with their role, rights, responsibilities, nature of
Company's business and associated business
risks. Regular updates are made to the Directors.

D. Company's policy on Directors', KMP & other
employees' appointment and remuneration

The Company has formulated, amongst other, the
Policies on the Directors', KMP & other employees'
appointment including criteria for determining
qualifications, positive attributes, independence
of a Director and other matters as provided under
sub-section (3) of Section 178 of the Act. The
salient features of the Remuneration Policy forms
part of Corporate Governance Report and detailed
policy has also been published on the website
https://www.isw.in/investors/isw-holdings-
policies.

E. Number of meetings of the Board

The Board meets to discuss and decide on
Company / business policies and strategies apart
from other Board business. A tentative date of the
Board and Committee Meetings are circulated to the
Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation
in the meetings. However, in case of a special and
urgent business need, the Board's approval is
availed by passing resolutions through circulation,
as permitted by law, which are recorded in the
subsequent Board Meeting. Usually the meetings
of the Board/ Committees are held in Mumbai.

During the year under review, the Board met Five
(5) times on May 28, 2024; July 9, 2024; July 24,
2024; October 25, 2024 and February 04, 2025.
The maximum interval between two meetings did
not exceed 120 days as prescribed under the Act
and Regulation 17 of the SEBI Listing Regulations
and Secretarial Standard on the meetings of Board
of Directors (SS-1).

F. Annual Evaluation

Pursuant to the provisions of the Act and
Regulation 17 and Part D of Schedule II of SEBI
Listing Regulations read with SEBI Guidance Note
dated January 5, 2017, the Company has framed a
Policy for Performance Evaluation of Independent
Directors, Board, Committees and other individual
Directors based on various aspects such as
competency of Directors, experience of Directors,
mix of qualifications, diversity in Board, frequency
of meeting, execution and performance of specific
duties, obligations and governance. On the basis of
the criteria specified, the performance evaluation
of individual Directors including Chairman,
Independent Directors and Non-Executive Director
was carried out by Nomination & Remuneration
Committee (NRC), while the Board carried out the
performance evaluation of Independent Directors
and that of its Committees, in a structured manner.
The Directors expressed their satisfaction with the

evaluation process and its report were duly noted
in the meeting of NRC and the Board.

G. Committees of the Board

The Board of Directors of your Company have
constituted following Committees in line with
the applicable provisions of the Act and SEBI
Listing Regulations

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Share Transfer Committee

More information on all of the above Committees
including details of its composition, scope,
meetings and attendance are provided in the
Corporate Governance Report, which forms part of
this Annual Report.

13. Auditors

A. Statutory Auditors:

Your Company has appointed M/s. HPVS & Associ¬
ates, Chartered Accountants (Firm Registration No.
137533W), Mumbai as the Company's Statutory
Auditors from the conclusion of the 21^st AGM till the
conclusion of the 26^th AGM. The Statutory Auditors
have confirmed that they continue satisfy the in¬
dependence criteria as required under the Act.

B. Secretarial Auditors:

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Sunil
Agarwal & Co., Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for
the financial year 2024-25. The Secretarial Audit
Report in Form No. MR-3 is appended as Annexure
A and forms part of the Report.

Further, as per the requirement of Regulation 24A
(1)(b) of the SEBI Listing Regulations, Your Directors
on the basis of the recommendation of the Audit
Committee, have appointed M/s SR Agarwal and
Associates, Practising Company Secretaries (Firm
Registration No. P2021MH087900; Peer Review
No. 3600/2023) as the Secretarial Auditor for a
period of 5 years from FY 2025-26 subject to the
approval of the Members of the Company at the
ensuing AGM.

C. Comments on Auditors' Report:

There are no qualifications, reservations or
adverse remarks or disclaimers made by M/s. H P V
S & Associates, Chartered Accountants, Statutory
Auditors, in their Audit Report and by M/s. Sunil
Agarwal & Co., Practicing Company Secretaries, in
their Secretarial Audit Report. During the year under

read with Rule 8(3) of the Companies (Accounts) Rules,
2014 are not applicable. There was no Foreign Exchange
Earnings and Outgo during the financial year under
review as well as during the previous financial year.

17. Risk Management

Your Company in line with its business plan and risk
appetite, has adopted a robust Risk Management
Policy, to identify, assess, monitor and address
the full spectrum of risks applicable and mitigate &
manage such risks, including the combined impact
of those risks. Your Company being an Unregistered
CIC, its operations are limited to investments in and
providing loans and securities to group companies.
The policy has been drafted in line with the Company's
business operations with an objective to develop a ’risk
intelligent' culture that drives informed decision making
and builds resilience to adverse developments while
ensuring that opportunities are exploited to create
value for all stakeholders. The Company has constituted
a Risk Management Committee in accordance with the
requirements of SEBI Listing Regulations to, inter-alia,
monitor the risks and their mitigating actions. Risks
related to internal controls, compliances & systems
are reviewed in detail by the Audit Committee. All risks
including investment risks are reviewed in the meetings
of the Board of Directors. In the Board's view, there are
no material risks, which may threaten the existence of
the Company.

18. Internal Financial Controls

The Board of Directors in consultation with Internal
Auditors have laid down the Internal Financial Controls
Framework, commensurate with the size, scale and
complexity of the Company's operations. To maintain
its objectivity, the Internal Audit Program is reviewed
and approved by the Audit Committee at the beginning
of the year to ensure that the coverage of the area is
adequate. The Internal Audit team quarterly monitors
and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with
operating systems, accounting procedures and policies.
Based on the report of internal audit function, process
owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant
audit observations, if any, are presented to the Audit
Committee along with the status of management
actions and the progress of implementation of
recommendations.

19. Whistle Blower Policy/Vigil Mechanism

The Company has a whistle blower policy encompassing
vigil mechanism, pursuant to the requirements of
the Section 177(9) of the Act read with Rule 7 of the
Companies (Meetings of the Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI Listing
Regulations, to provide employees and directors with
a safe and confidential channel to share their inputs
and report to the management their concerns about

unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct or ethics
policy and leak or suspected leak of unpublished price
sensitive information, details of which are covered in
the Corporate Governance Report, which forms part
of this Annual Report. The Audit Committee reviews
the functioning of the vigil mechanism/whistle blower
policy once a year. The said policy is available on the
Company's website at https://www.isw.in/investors/
isw-holdings-policies.

20. Digital Platform for Tracking Insider Trading

Your Company, in compliance with the provisions of the
SEBI (Prohibition of Insider Trading) Regulations, 2015
("Insider Trading Regulations"), have adopted a Code
of Conduct to regulate, monitor and report trading by
Insiders in the securities of the Company. The Company
have also established an insider trading tracking
platform by the name FINTRAKS, for maintaining the
structured digital database of Designated Person and
effectively monitoring the trade in the securities of
the Company by such Designated Person. The Board
through Audit Committee reviews trading by Insiders
and process of sharing UPSI.

21. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate
creation of a value based and empowered society
through continuous and purposeful engagement with
society. All our CSR initiatives are approved by the CSR
Committee in line with the Company's CSR Policy and is
reviewed periodically.

JSW Foundation administers the planning and
implementation of all our CSR initiatives. The details
about the initiatives taken by the Company during the
year under review, to be provided as per the Companies
(Corporate Social Responsibility Policy) Rules, 2014
have been appended as Annexure B to this Report. The
CSR Policy is uploaded on the website of the Company
and can be accessed at https://www.isw.in/investors/
isw-holdings-policies.

22. Significant and material orders passed by the
Regulators or Courts or Tribunals impacting
the going concern status and Company's
operations in future

During the year under review there were no significant
and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and
Company's operations in future.

23. Corporate Governance

Your Company has complied with the requirements
of Regulation 17 to 27 of the SEBI Listing Regulations
on Corporate Governance. Pursuant to Schedule V
of the SEBI Listing Regulations, Report on Corporate
Governance along with the Auditors' Certificate on its
compliance is annexed separately to this Annual Report.

24. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on
the operations of the Company for the year under
review, as required under Schedule V of the SEBI Listing
Regulations is provided in a separate section and forms
part of this Annual Report.

25. Business Responsibility and Sustainability
Report (BRSR)

Pursuant to SEBI Listing Regulations, BRSR for the year
under review, as stipulated under Regulation 34(2)(f) of
the SEBI Listing Regulations forms part of this Annual
Report and has been hosted on Company's website at
https://www.jsw.in/investors/jsw-holdings-business-
responsibility-report.

26. Compliance with Secretarial Standards

Your Company has complied with the Secretarial
Standards i.e., Meeting of the Board of Directors (SS-
1) and General Meetings (SS-2) for the financial year
2024-25.

27. Human Resources

Your Company continues to put due emphasis on
appropriate human resource development for its
business. The employees of your Company and the
Group fully identify with the Company's and Group's
vision and business goals.

28. Employees Stock Option Plans

Your Company has recognized Employee Stock Options
as an effective instrument to attract talent and align
the interest of employees with that of the Company,
thereby providing an opportunity to the employees to
share in the growth of the Company and to create long
term wealth in the hands of employees. The Company
had at its 20^th Annual General Meeting had also adopted
"The O. P. Jindal Employees Stock Ownership Plan
(JSWHL) - 2021" ("ESOP - 2021"). The ESOP Schemes
are in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits & Sweat
Equity Shares) Regulations, 2021 ("the SEBI SBEB
Regulations").

The details/disclosure(s) on the aforesaid Employee
Stock Option Scheme(s) as required to be disclosed
are available on the Company's website at https://
www.isw.in/investors/isw-holdings-emplovee-stock-
options. A Certificate from the Company Secretary in
Practice certifying that the Company's Stock Option
Plans is being implemented in accordance with the SEBI
SBEB Regulations and the resolution(s) passed by the
Members, at the 20^th AGM shall be made available for
inspection during the 24^th AGM.

29. Particulars of Employees and related
disclosures

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read

with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure C and forms a part of this Report.

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms a part of this Report. However, as per
first proviso to Section 136(1) of the Act and second
proviso of Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Annual Reports are being sent electronically to the
Members of the Company excluding the said statement.
Any Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the
Registered Office of the Company.

30. Prevention of Sexual Harassment

Your Company follows an Anti-Sexual Harassment JSW
Group Policy in line with the Requirements of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 also an Internal
Complaints Committee has been set up at group
level to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy.
No complaints pertaining to sexual harassment were
received during FY 2024-25.

31. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of
the Act your Directors hereby state and confirm that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanations relating to
material departures;

ii. they have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year on
March 31, 2025, and of the profit of the Company
for that period;

iii. they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

iv. they have prepared the annual accounts on a
going concern basis;

v. they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

vi. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems were adequate and
operating effectively.

32. Other Disclosures

In terms of applicable provisions of the Act and SEBI

Listing Regulations, your Company discloses that during

the financial year under review:

i. there was no issue of shares (including sweat
equity shares) to employees of the Company under
any scheme.

ii. there was no Scheme for provision of money for
the purchase of its own shares by employees or
by trustees for the benefit of employees save
and except under Employee Stock Option Scheme
referred to in this Report.

iii. there was no public issue, rights issue, bonus
issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed
amount to Investor Education and Protection Fund
(IEPF).

vi. no significant or material orders were passed by
the Regulators or Hon'ble Courts or Tribunals which
impact the going concern status and Company's
operations in future.

vii. there were no proceedings for Corporate
Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016.

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation
for the assistance and co-operation received from Banks,
Reserve Bank of India, National Securities Depository
Limited, Central Depository Services (India) Limited,
Depository Participants, Stock Holding Corporation of
India, Government Agencies and Shareholders.

Your Directors also place on record their appreciation
for the valuable services rendered and the commitment
displayed by the employees of the Company and look
forward to their continued support in the future as well.

For and on behalf of the Board of Directors of
JSW HOLDINGS LIMITED

Place : Mumbai N. K. Jain

May 28, 2025 Chairman