To

The Members,

JSW Holdings Limited

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.

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

(Rs. in Lakh)

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.

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

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.

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.

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 NonBanking 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.

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.

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

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 Rs. 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 out performance 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.

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.

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.

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 reappointed 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 NonExecutive 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.

A. Statutory Auditors:

Your Company has appointed M/s. HPVS & Associates, 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 independence 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 review, none of the Auditors reported any incident of fraud to the Audit Committee of the Company.

The particulars of loans granted, guarantees provided and investment made pursuant to the provisions of Section 186 of the Act are detailed herein below:

(Rs. in Lakhs)

For details of the existing investment kindly refer Note 8 of the Standalone Financial Statements.

Your Company has robust framework for identification and monitoring of all Related Party Transactions. Any potential or actual conflict of interest that may arise because of entering into such transactions are promptly informed to the Audit Committee. The Company's Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www.isw.in/investors/isw-holdings- policies.

All Related Party Transactions (RPTs), that were entered into by the Company, during the financial year under review, were on arm's length basis and in the ordinary course of business. In accordance with the provisions of Section 177 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its approval. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure of material RPTs as required to made under Section 134 in Form AOC-2 is not applicable.

As your Company is not engaged in any manufacturing activity, particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.