Your Directors are pleased to present the 25^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, 2026.

1. Financial Results

The summary of your Company's financial performance for the current Financial Year as compared to the previous Financial Year 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 '17,945.23 Lakh, comprising of income by way of interest of '11,971.03 Lakh, dividend of '5,193.76 Lakh, pledge fees of '181.11 Lakh, Management Advisory Services fees of '496.08 Lakh and gain on fair value changes of '103.25 Lakh. The Profit before interest, depreciation and tax was '16,542.46 Lakh and after providing for depreciation of '0.63 Lakh and Tax of '4,138.44 Lakh the Net Profit for the year was '12,159.05 Lakh.

B. Consolidated:

During the year under review, your Company earned total Consolidated Revenue of '17,945.23 Lakh, comprising of income by way of interest of '11,971.03 Lakh, dividend of '5,193.76 Lakh, pledge fees of '181.11 Lakh, Management Advisory Services fees of '496.08 Lakh and gain on fair value changes of '103.25 Lakh. Your Company has two Associate Companies and after considering the share of profit from associates of '2,505.91 Lakh, the consolidated profit after tax for the year was '14,664.97 Lakh.

3. 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 www.iswholdinas.in.

4. Transfer to Reserves

The Company has not transferred any amount to the Reserves for the year ended March 31, 2026.

5. Changes in Capital Structure

During the year under review, there were no changes to the Company's share capital. The paid-up equity share capital of the Company is ' 11,09,96,250.

6. 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.

7. Holding, Subsidiary, Joint Ventures & Associate Company

Your Company does not have any holding company, subsidiary company or ioint venture. 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.

The following companies continue to be Associate Companies as on March 31, 2026:

A. Sun Investments Private Limited

Sun Investments Private Limited ('SIPL') is a NonBanking Financial Company registered with the Reserve Bank of India. The net worth of SIPL as on March 31, 2026 is '1,04,918.41 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, 2026 is '7,958.80 Lakh.

8. Core Investment Company ('CIC')

In accordance with the Reserve Bank of India (Core Investment Companies) Directions, 2025, as amended, your Company is a Core Investment Company with an asset size of above '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.

9. Change in nature of business

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

10. 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.

The Indian steel industry put up a strong performance in FY 2025-26, consolidating its position as the world's second largest producer while navigating global uncertainties and price pressures.

Growth in steel consumption remained healthy in India at 7.9% in FY 2025-26, following four consecutive years of double-digit growth. The strong demand led to the country's steel consumption beyond 164 MnT during the year under review, while the per capita consumption crossed 115 kg. Both flat and long products (excluding stainless steel) recorded similar growth of 8.3% in FY 2025-26.

In the first half of the year, growth in government capex remained strong, while the second half was marked by a strong momentum in automobile and other consuming sectors that gained from GST reforms. The last quarter of the year saw a strong momentum, with consumption growing 10.5% Steel production

outpaced consumption during the year with new capacities going on stream and crude steel output increasing by 11%. Growth in iron ore output lagged at 7.4%, leading to a sharp spurt in imports of iron ore. Steel exports recovered in FY 2025-26, erasing much of the decline seen in the previous year. Imports, on the other hand, declined after the imposition of safeguard duty. India's trade in steel was broadly balanced in FY 2025-26 after two years of being a net importer and recorded a small net export.

11. 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.

12. 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 FY 2025-26 will be available on the Company's website at www.iswholdings.in.

13. Directors and Key Managerial Personnel

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.

As on March 31, 2026, Your Board of Directors comprises of 6 Directors including 3 Independent Directors out of which 1 is a Woman Independent Director. Mr. Manoj Kr. Mohta (DIN: 02339000), Whole-time Director, CEO & CFO and Mr. Akshat Chechani, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company.

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

During the year under review, Mr. Kantilal N. Patel (DIN: 00019414) was re-appointed as Non-Executive Director of the Company at the 24^th Annual General Meeting of the Company held on July 31, 2025.

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. Vineet Agrawal (DIN: 02027288), Non-Executive Director of the Company is liable to retire by rotation at the ensuing 25^th Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment.

A Resolution seeking Members' approval for re-appointment along with the profile and other relevant details of Mr. Agrawal as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards - 2 has been provided in the Notice of the 25^th AGM.

Your Directors recommend the re-appointment of Mr. Vineet Agrawal as a Non-Executive Director to the Members for their approval.

C. Re-appointment of Whole-time Director

Pursuant to the recommendations of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on May 28, 2026, has approved the reappointment of Mr. Manoj Kr. Mohta Mehta as Wholetime Director, designated as Whole-time Director, CEO & CFO for a term of 5 (Five) years commencing from June 1, 2026, on the terms and conditions mentioned in the Notice accompanying this Report, subject to approval of the members at the ensuing AGM.

D. Board 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 are available at: www.iswholdings.in.

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.

E. 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 Nomination Remuneration Policy form part of Corporate Governance Report and detailed policy has also been published on the website www.jswholdings.in.

F. 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 Four (4) times on May 28, 2025; July 31, 2025; November 6, 2025 and January 29, 2026. The necessary quorum was present for all the meetings. 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).

G. 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 have expressed their satisfaction with the evaluation process and its report were duly noted in the meeting of NRC and the Board.

H. 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 Transfers Committee

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

14. Auditors

A. Statutory Auditors

Your Company has appointed M/s. H P V S & 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 read with Regulation 24A (1)(b) of the SEBI Listing Regulations, the Members at the 24^th Annual General Meeting held on July 31, 2025 had appointed M/s. SR Agarwal & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from financial year 2025-26 till financial year 2029-30.

The Secretarial Audit Report for financial year 2025-26 in Form No. MR-3 is appended as Annexure A and forms part of this Report.

C. Cost Records and Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

D. 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. SR Agarwal & Associates, 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.

15. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Act

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

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

16. Related Party Transactions

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: www.iswholdings.in.

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 be made under Section 134 in Form AOC-2 is not applicable.

17. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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 as well as Outgo during the Financial Year under review as well as during FY 2025-26.

18. 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 and 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.

19. 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.

20. Communication Framework between Those Charged with Governance (TCWG) and Statutory Auditors

In accordance with the guidelines issued by the National Financial Reporting Authority (NFRA) vide its Circular dated January 7, 2026 on "Effective Communication Between Statutory Auditors and Those Charged with Governance ("TCWG"), the Company has established a structured and well-documented Communication Framework between TCWG and the Statutory Auditors enables timely, transparent, and constructive engagement throughout the audit cycle and supports effective oversight of audit scope, audit quality, auditor independence, significant accounting judgements, internal financial controls, and regulatory compliance matters.

The Company remains committed to maintaining high standards of ethical conduct, transparency, and corporate governance, and to continually strengthening its governance framework in line with applicable laws, regulatory requirements, and evolving best practices. In this regard, the Board of Directors has been identified as the TCWG for the purpose of interactions with the Statutory Auditors, and the Whole-time Director, CEO & CFO, Mr. Manoj Kr. Mohta has been designated as the nodal person for facilitating effective two-way communication between the Statutory Auditors and the TCWG.

21. 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 Whistle Blower Policy and the latest revision was approved on May 28, 2026. The said policy is available on the Company's website at www.jswholdinas.in.

22. 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 has also established an insider trading tracking platform for maintaining the structured digital database of Designated Persons and effectively monitoring the trade in the securities of the Company by such Designated Persons. The Board through its Audit Committee reviews trading by Insiders and process for sharing UPSI for legitimate business purpose.

23. 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 which 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 www.jswholdings.in.

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

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

25. Corporate Governance Report

Your Company has complied with the requirements of Regulations 17 to 27 of the SEBI Listing Regulations on Corporate Governance and amendments thereof regarding corporate governance. Pursuant to Schedule V of the SEBI Listing Regulations, a report on Corporate Governance along with the Auditors' Certificate on compliance thereof is annexed separately to this Annual Report.

26. Management Discussion & Analysis Report

The Management Discussion & 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.

27. Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR), together with the Report on assurance of the BRSR Core issued by an Independent Assurance provider, is being presented to the stakeholders as a part of this Annual Report. The Report on assurance is also available on the website along with the BRSR Report: www.iswholdinas.in. The Company continues to enhance the governance, systems and processes supporting sustainability data collection and reporting to ensure accuracy, timeliness and transparency.

28. 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 FY 2025-26.

29. 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.

30. 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 www.jswholdings.in.

A Certificate from the Company Secretary in Practice certifying that the Company's Stock Option Plan is being implemented in accordance with the SEBI SBEB Regulations and shall be made available for inspection during the 25^th AGM.

31. 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.

32. Prevention of Sexual Harassment

Your Company follows JSW Group Prevention of Sexual Harassment (POSH) Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 2025-26.

33. Compliance with the Maternity Benefit Act, 1961

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961

34. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, 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, 2026 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.

35. 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. The Whole-time Directors of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company. The Company does not have a subsidiary.

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

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

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

vii. 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.

viii. There was no instance of one time settlement with any bank or financial institution.

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

36. Appreciation & Acknowledgements

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