Note 18.1
Note for shares held under ESOP Trust
The Company has created an Employee Stock Ownership Plan (ESOP) for providing share-based payment to its employees. ESOP is the primary arrangement under which shared plan service incentives are provided to certain specified employees of the Company. For the purpose of the scheme, the Company purchases shares from the open market under ESOP trust. The Company treats ESOP trust as its extension and shares held by ESOP trust are treated as treasury shares. For the details of shares reserved for issue under the Employee Stock Ownership Plan (ESOP) of the Company.
Note 18.3
The Company has a single one class of equity shares having par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity share will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by each shareholder.
Nature and purpose of reserves:
1. General reserve
General reserve mainly comprised of (i) amount transferred pursuant to the scheme of arrangement and (ii) amount transferred from reserve fund created as per Section 45-IC of Reserve Bank of India Act, 1934 post deregistration as NBFC.
2. Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss. Retained earnings is a free reserve available to the Company.
3. Equity settled share based payment reserve
The Company offers Employee Stock Ownership Plan (ESOP), under which options to subscribe for the Company's share have been granted to certain employees and senior management. The share-based payment reserve is used to recognise the value of equity settled share-based payments provided as part of the ESOP scheme.
4. Equity instruments through other comprehensive income
The Company has elected to recognise changes in the fair value of certain investment in equity instrument in other comprehensive income. This amount will be reclassified to retained earnings on derecognition of equity instrument.
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Note 24
Contingent liabilities to the extend not provided for :
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(' In Lakhs)
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As at
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As at
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31 March 2026
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31 March 2025
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Matters under dispute :
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Income tax
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634.78
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634.78
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Total
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634.78
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634.78
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Note : Primarily related to demands received from Income tax authorities for various assessment years on account of
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disallowances of expenses under section 14 A of the Income Tax Act 1961
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Note 27
Employee share based payment plan:
The details of share-based payment arrangement as on 31 March 2026 are as under: SHRI O. P. JINDAL EMPLOYEES STOCK OWNERSHIP PLAN (JSWHL) 2021 - (ESOP -2021)
The board of directors approved the SHRI O. P. JINDAL EMPLOYEES STOCK OWNERSHIP PLAN (JSWHL) 2021 - (ESOP -2021) on 7 August 2021 for issue of stock options to the employee of the Company. Board has authorised the Compensation committee for the superintendence of the ESOP plan.
The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain percentage of individuals fixed salary compensation. 25% of the grant would vest at the end of the first year, 25% of the grant would vest at the end of second year and the remaining 50% of the grant would vest at the end of the third year with a vesting condition that the employee is in continuous employment with the Company till the date of vesting.
Note 28
Employee Benefits:
A) Defined contribution plan:
The Company operates defined contribution retirement plans for all qualifying employees. Company's contribution to provident fund recognized in the statement of profit and loss ' 28.96 lakhs (previous year ' 26.93 lakhs) (refer note no. 21)
B) Defined benefit plan:
The Company operates defined benefit plans for all qualifying employees.
Gratuity (Non-funded) :
The Company provides for gratuity to its employees in accordance with the Code of Social Security, 2020, and the Payment of Gratuity Act, 1972 as applicable. The amount of gratuity shall be payable to an employee on the termination of employment after rendering continuous service for not less than five years, or on their superannuation or resignation. However, in case of death of an employee, the minimum period of five years shall not be required. The gratuity benefit is calculated based on the revised definition of wages under the Code, ensuring the wage base for calculation is at least 50% of the total remuneration. The amount of gratuity payable on retirement / termination is the employee's last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service completed.
Priviledged Leave (PL) - Unutilised PL balance at the end of the calendar year (31 December) shall be encashed at the prevailing basic pay and no carry forward is allowed.
Contingency Leave (CL) - The existing casual leave and sick leave were clubbed together and shall be called as CL. The annual credit of a contingency leave shall be 8 days for Corporate and other locations. Maximum accumulation of 30 days is allowed and cannot be encashed.
The plans typically expose the Company to actuarial risks such as: interest risk, longevity risk and salary risk.
Interest risk A fall in the discount rate, which is linked, to the G-Sec rate will increase the present value of the liability requiring
higher provision.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan's liability.
Asset Liability The plan faces the ALM risk as to the matching cash flow. Entity has to manage pay-out based on pay as you go basis
Matching Risk from own funds.
Mortality risk Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have
any longevity risk.
No other post retirement benefits are provided to these employees.
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31 March 2026 by independent actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
e) In assessing the Company's post retirement liabilities, the Company monitors mortality assumptions and uses up to date mortality tables, the base being the Indian assured lives mortality (2012-14).
f) The estimates of future salary increase considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
g) The discount rate is based on the prevailing market yield of Government of India securities as at balance sheet date for the estimated term of obligations.
h) The average duration of the defined benefit plan obligation at the end of the reporting period is 4 years ( P.Y. 5 years)
Sensitivity analysis:
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and attrition. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting year, while holding all other assumptions constant.
ii) Other long term benefits:
a) Compensated absences: Under the compensated absences plan, leave encashment is payable to certain eligible employees on separation from the company due to death, retirement, superannuation or resignation. Employees are entitled to encash leave while serving the company at the rate of daily salary, as per current accumulation of leave days. The company also has leave policy for certain employees to compulsorily encash unavailed leave on 31 December every year at the current basic salary .
b) Long service award: The Company has a policy to recognise the long service rendered by employees and celebrate their long association with the Company. This scheme is called - Long Association of Motivation, Harmony & Excitement(LAMHE). The award is paid at milestone service completion years of 10, 15, 20 and 25 years.
B. Fair value hierarchy of financial instruments
This Section explains the judgements and estimates made in determining the fair values of the financial instruments that are:
a) recognised and measured at fair value and
b) measured at amotised cost for which fair values are disclosed in the financial statements.
The carrying amount of financial assets and liabilities measured at amortised cost are reasonable approximation of their fair value. The carrying amount of cash and cash equivalents, other financial assets, trade & other receivables and trade payables are considered to be the same as their fair values due to their short term nature.
There have been no transfers between Level 1 and Level 2 during the period C. Capital Management & Risk Management Strategy
i Capital risk management
The Company's objective is to maintain a strong & healthy capital ratios and establish a capital structure that would maximise the return to stakeholders through optimum utilisation of its funds. The Company is having strong capital ratio and minimum capital risk. The Company's capital requirement is mainly to fund its strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations.
The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, Bank balances other than cash and cash equivalents and current investments. The Company does not have any debt and also any sub-ordinated liabilities.
ii Risk management framework
Board of Directors of the Company has developed and monitoring the Company's risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company's activities to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.
iii Financial risk management
The Company has formulated and implemented a risk management policy for evaluating business risks. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company's activities to provide reliable information to the management and the board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.
The risk management policies aim to mitigate the following risks arising from the financial instruments:
a) Credit risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. Pledge obligation risk is the risk that may occur in case of default on part of Pledgee company which may immediately amount to loss of assets of Company. The Company has adopted a policy of only dealing with creditworthy counterparties to mitigating the risk of financial loss from defaults. Company's credit risk arises principally from loans, trade receivable and cash & cash equivalents.
- Loans
The Company has adopted loan policy duly approved by the Company's board. The objective of said policy is to manage the financial risks relating to the business, focusses on capital protection, liquidity and yield maximisation. Investments of surplus funds are made only in approved counterparties within credit limits approved by the board. The limits are set to minimise the risks and therefore mitigate the financial loss through counter party's potential failure to make payments.
- Trade receivables
The trade receivable of the Company generally spread over limited numbers of parties. The Company evaluates the credit worthiness of the parties on an ongoing basis. Further, and the history of trade receivable shows negligible provision for bad and doubtful debts. Therefore, the Company does not expect any material risk account of non-performance from these parties.
- Cash and cash equivalents
Credit risks from balances with banks and financial institutions are managed in accordance with the Company policy. The Company's maximum exposure to the credit risk for the components of balance sheet as at 31 March 2026 and 31 March 2025 is the carrying amounts mentioned in note No 4.
Credit risk arises from balances with banks is limited and there is no collateral held against these.
b) Liquidity risk management
Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. The Company requires funds both for short term operational needs as well as for long term strategic investments. The Company generates sufficient cash flow for operations, which together with the available cash and cash equivalents provide liquidity in the short-term and long-term. The Company has established an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The following tables detail the Company's remaining contractual maturity for financial liabilities and financial assets. The tables have been drawn up based on the undiscounted cash flows of financial assets and liabilities.
c) Market risk
The Company's activities expose it primarily to the financial risks of changes in equity price risk as explained below:
Equity price risks:
Equity price risks is related to the change in market reference price of the instruments in quoted securities. The fair value of some of the Company's investments exposes to company to equity price/NAV risks. In general, these securities are not held for trading purposes.
Equity price sensitivity analysis:
The fair value of equity instruments other than investment in associates (including convertible preference) as at 31 March 2026 and 31 March 2025 was ' 34,70,366 Lakhs and ' 33,07,212 Lakhs respectively. A 5% change in price of equity instruments held as at 31 March 2026 and 31 March 2025 would result in:
1. The transactions are inclusive of taxes wherever applicable.
2. The transactions are disclosed under various relationships (associate and other related parties) based on the status of related parties on the date of transactions.
Terms and conditions Interest
Interest Income is received on loans given to group companies in ordinary course of business. These transactions are based on agreements signed with group companies. The Company has not recorded any loss allowances for interest receivable from group companies.
Pledge fees
Pledge fees is received from group companies towards pledging of shares of listed companies for availing credit facilities by group companies. These transactions are based on agreements signed with group companies. The Company has not recorded any loss allowances for pledge fees receivable from group companies.
Loans
The Company has given loans to group companies for general corporate purpose. The loan balances as at 31 March 2026 was '1,34,166.85 lakhs. These loans are unsecured and carry an interest ranging from 9% to 11% repayable within a period of one to five years.
Royalty fees
The Company has paid Royalty Fees towards use of JSW Logo which is in ordinary course of business. These transactions are based on agreements signed with group companies.
Note 31.1
a) As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to key managerial personnel is not ascertainable and therefore not included in above.
b) The Company has recognized an expense of '45.87 lakhs (FY 2024-25'33.50 Lakhs) towards employee stock options granted to key management personnel. The same has not been considered as managerial remuneration of the current year as defined under Section 2(78) of the Companies Act, 2013 as the options have not been exercised.
c) The Independent non-executive directors are paid remuneration by way of sitting fees. The Company pays sitting fees at the rate of ' 80,000 for each meeting of the Board and ' 50,000/- for committees attended by them.
Note 33
Financial Ratios:
1) Capital to risk-weighted assets ratio (CRAR)
2) Tier I CRAR
3) Tier II CRAR
4) Liquidity Coverage Ratio
As the Company is an "Unregistered CIC" as per the RBI ( NBFC - Financial statements , Presentation and Disclosures ) directions, 2025, and RBI ( Core Investment Companies ) directions ,2025 ( updated as on March 10, 2026) the above ratios are not applicable to the Company.
Note 34
Segment Reporting:
The Company's primary business segment is Investing & Financing., primarily with operations in India and regularly reviewed by the Chief Operating Decision Maker ('CODM') for assessment of Company's performance and resource allocation.
Based on guiding principles given in Indian Accounting Standard (Ind AS) 108 on 'Operating Segments' notified under the Companies (Indian Accounting Standards) Rules, 2015. These activities have similar risk and returns. As Company's business activities fall within a single primary business segment, the disclosure requirements of Ind AS 108 are not applicable.
The information relating to revenue from external customers and location of non-current assets of its single reportable segment has been disclosed as below:
Note 35
Code On Social security :
The Government of India has notified the Code On Social Security, 2020 ("Social Security Code"); the occupational safety, health and working conditions code 2020; the Industrial Relations Code 2020 and the code on wage, 2019 (collectively, the "Labour Codes") on 21 November 2025. Pursuant to such notification, based on subsequent FAQ's and clarifications issued by the Ministry Of Labour and a detailed examination of the final wage structure and the various provisions of the new Labour Codes, the Company, based on actuarial valuation, assessed the estimated liability for past service cost as at 31 March 2026 at ' 244.34 Lakhs disclosed under "Exceptional items". The Company continues to monitor further notifications and clarifications relating to the Labour Codes and will account for the impact, if any, as appropriate.
Note 36
Audit Trail :
The Company has been maintaining its books of accounts which has feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021.
Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective year.
Note 37
The disclosure on the following matters required under Schedule III as amended not being relevant or applicable in case of the Company, same are not covered:
a) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
b) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
c) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authorities.
d) The Company has not entered into any scheme of arrangement.
e) No registration and/or satisfaction of charges are pending to be filed with ROC.
f) There are no transactions which are not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
g) The Company does not have any transaction with those companies whose name has been struck off.
h) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction of number of layers) Rules, 2017.
i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
j) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall: a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
Note 38
The additional information pursuant to Schedule III to the Companies Act, 2013 are either Nil or Not Applicable.
Note 39
Previous year's figures have been reclassified/regrouped, wherever necessary, to conform to current year's classification.
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