5. Core Investment Company ('CIC')

In accordance with the Core Investment Companies (Reserve Bank)Directions 2016 as amended ("Directions") your Company is a CoreInvestment Company with an asset size of above Rs 100 crore but not accessing public fundsand is accordingly not required to be registered under Section 45IA of the Reserve Bank ofIndia Act 1934 and is termed as 'Unregistered CIC?. Your Company continues to carryon the business permitted to Unregistered CIC in terms of the said Directions.

6. Holding Subsidiary Joint Ventures & Associate Company

Your Company does not have any holding company nor does it have anysubsidiary company(ies) / joint venture(s). The following companies continue to beAssociate Companies as on March 31 2022:

i. Sun Investments Private Limited

Sun Investments Private Limited ('SIPL') is a Non-BankingFinancial Company registered with the Reserve Bank of India. SIPL was formed with the mainobject of investing and financing. The net worth of SIPL as on March 31 2022 is Rs81143.37 lakhs.

ii. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited ('JCSPL?) was formedwith the main object of trading and manufacturing various types of steel and alliedproducts. The net worth of JCSPL as on March 31 2022 is Rs 5833.90 lakhs.

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 theCompany?s associate companies in Form AOC-1 is attached to the financial statementsof the Company.

7. Material changes and commitments affecting the financial position ofthe Company

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

8. Change in nature of business

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

9. Future Prospects

Your Company holds significant investments in equity shares of JSWSteel Limited besides certain other investments in other JSW Group of Companies thereforethe business prospects of the Company largely depend on the business prospects of JSWSteel Limited and the steel industry in general.

Despite the sporadic COVID infection waves and the manufacturingsector?s supply chain constraints steel demand recovered strongly in the first twoquarters of FY-22 with an increase of almost 25% and 28.9% as compared to the FY-21despite the fact that the global steel demand remained subdued. The strong recovery of thesteel demand was mainly due to government?s focus on infrastructure developmentriding on the back of 'Make-in-India? initiatives. The GOI has announced a new budgetfor 2022-23 of 39.45 trillion rupees with major focus on infrastructure projects. Theintensified infrastructure developmental activities through dedicated freight corridors Srail transport network the Gati Shakti plan focusing on highways the Awas Yojna plan inrural and urban areas etc. promise faster economic development in coming year. In linewith the country?s National Steel Policy 2017 the road map for building a globallycompetitive steel industry with crude capacity of 300 MT by 2030-31 is already in motion.Further by promoting energy-efficient and environmentally friendly steel industryexpansion of capabilities of domestic steel plants enabling supply through best-in-classgreenfield and brownfield capacity addition and setting up value adding coast- based steelclusters for logistical transformation the future of steel industry looks settled in theyears to come. However the outlook for 2023 has weakened due to inflationary pressurewhich is further aggravated by ongoing geo-political tension around the world.

All these factors point towards a high growth potential for steeldemand within India and a bright prospect for Indian Steel Manufacturer. As a result ofwhich The Company is looking forward for a sustainable growth in its investee Companiesin the coming years which would enhance the shareholders? value. the Company expectsto enhance its entrenched value for the benefit of the shareholders at large.

10. Fixed Deposits

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

11. Annual Return

A. Appointment / Re-appointment / Resignation of Directors

As on the date of this Report your Board comprises of 6 Directorsincluding 3 Independent Director out of which 1 is Woman Independent Director.

The Members of the Company at their 20^th Annual GeneralMeeting ('AGM') approved the appointment of Mr. N. K. Jain (DIN: 00019442) asNon-Executive Independent Director for a period of 3 years with effect from June 12021 toMay 31 2024. Further they also approved the appointment of Mr. Manoj Kr. Mohta (DIN:02339000) as the Whole-time Director CEO S CFO of the Company for a period of five yearswith effect from June 1 2021 to May 31 2026 in place of Mr. K. N. Patel (DIN:00019414) who superannuated from the Company effective May 31 2021 and was subsequentlyappointed on the Board as Non-Executive Director effective June 1 2021 liable to retireby rotation.

During the year under review Mr. Imtiaz Qureshi (DIN: 0008220) who wasappointed as the Independent Director for a second term starting from April 1 2019 toMarch 31 2024 had stepped down from the position of the "Non-Executive IndependentDirector" of the Company due to personal reasons with effect from April 30 2022.The Board hereby confirms that as per the confirmation received from Mr. Imtiaz Qureshithere were no material reasons for his resignation other than those mentioned in hisresignation letter dated April 30 2022.

B. Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Act and theCompany?s Articles of Association Mr. K. N. Patel (DIN: 00019414) Non-ExecutiveDirector of the Company is liable to retire by rotation at the ensuing 21^st AGMand being eligible have offered himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors ofthe Company have recommended the re-appointment of Mr. Patel and appropriate resolution isbeing moved at the ensuing AGM. A detailed profile of Mr. Patel is provided in the AGMNotice.

C. Declaration of Independence

Your Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under the Act and Regulation 16 of the Listing Regulations. The following arethe Non- Executive Independent Directors of the Company as on the date of this report:

(a) . Mr. N. K. Jain

(b) . Mr. Atul Desai

(c) . Mrs. Sutapa Banerjee

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

The Company has formulated amongst other the Policies on theDirectors? KMP S other employees? appointment including criteria fordetermining qualifications positive attributes independence of a Director and othermatters as provided under sub-section (3) of Section 178 of the Act. The salient featuresof the Remuneration Policy forms part of Corporate Governance Report and detailed policyhas also been published on the website www.jsw.in/investors/holdings for investor's information.

E. Number of meetings of the Board

The Board meets to discuss and decide on Company / business policiesand strategies apart from other Board business. A tentative date of the Board andCommittee Meetings are circulated to the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings. However in case ofa special and urgent business need the Board's approval is availed by passing resolutionsthrough circulation as permitted by law which are recorded in the subsequent BoardMeeting. Usually the meetings of the Board/ Committees are held in Mumbai.

During the year under review the Board met five (5) times on May 242021; August 7 2021; September 15 2021; October 28 2021 and January 29 2022. Themaximum interval between two meetings did not exceed 120 days as prescribed under the Actand Regulation 17 of the Listing Regulations and Secretarial Standard SS-1.

F. Annual Evaluation

Pursuant to the provisions of the Act and Regulation 17 and Part D ofSchedule II of Listing Regulations read with SEBI Guidance Note dated January 5 2017 theBoard has carried out the annual performance evaluation of its own performance Committeesof the Board Individual Directors including Chairman Independent Directors andNon-Executive Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors inter-alia covering various aspects suchas competency of Directors experience of Directors mix of qualifications diversity inBoard frequency of meeting execution and performance of specific duties obligations andgovernance. A separate exercise was carried out to evaluate the performance of individualDirectors / Members who were evaluated on parameters such as level of engagement andcontribution independence of judgement safeguarding the interest of the Company and itsminority shareholders etc. The performance of the Board Chairman was evaluated afterseeking the inputs from all the Directors other than the Board Chairman on the basis ofthe criteria such as Chairman's role accountability and responsibilities promotion ofeffective relationship and open communication positive and appropriate workingrelationship with CEO commitment etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The Directors expressed their satisfactionwith the evaluation process. The report of the Board evaluation was adopted at the NRC andthe Board Meeting.

G. Committees of the Board

The Board of Directors of your Company have constituted followingCommittees in line with the applicable provision of the Act and Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) ESOP Committee

g) Code of Conduct Implementation Committee

h) Finance Committee

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

A. Statutory Auditors:

M/s. HPVS & Associates Chartered Accountants (Firm RegistrationNo. 137533W) Mumbai were appointed as the Company's Statutory Auditors from theconclusion of the 16^th AGM held on July 1 2017 till the conclusion of the 21^stAGM and are eligible for re-appointment for 2^nd term of five years.

The Company has received confirmation from the Auditors to the effectthat their appointment if made will be in accordance with the limits specified under theAct and that the firm satisfies the criteria specified in Section 141 of the Act read withRule 4 of Companies (Audit & Auditors) Rules 2014.

The Board is of the opinion that continuation of M/s. HPVS &Associates Chartered Accountants (Firm Registration No. 137533W) Mumbai will be in thebest interests of the Company and therefore the members are requested to consider theirre-appointment as Statutory Auditors of the Company for the 2^nd term of fiveyears i.e. from the conclusion of the ensuing AGM till the conclusion of 26^th AGMat such remuneration mutually agreed and approved by the Board.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sunil Agarwal & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2021-22. The Report of theSecretarial Audit Report in Form No. MR- 3 is appended as Annexure A.

C. Comments on Auditors' Report

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. HPVS & Associates Chartered Accountants Statutory Auditorsin their Audit Report and by M/s. Sunil Agarwal & Co Practicing Company Secretariesin their Secretarial Audit Report.

16. Particulars regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activityparticulars regarding conservation of energy and technology absorption as required to bedisclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not applicable. There were no foreign exchangeearnings and outgo during the financial year under review as well as during the previousfinancial year.

17. Risk Management

Given the uncertain and volatile business environment continuouschanges in technology geo-politics financial markets regulations etc. which affect itsvalue chain to build a sustainable business discipline that supports the achievement of anorganization?s objectives by addressing the full spectrum of its risks and managingthe combined impact of those risks your Company has adopted a robust Risk ManagementPolicy to identify assess monitor and mitigate such risks. Your Company being anUnregistered CIC its operations are limited that of investment in S providing loans andsecurities to group companies. The policy is drafted in line with the Company?sbusiness operations with an objective to develop a 'risk intelligent? culture thatdrives informed decision making and builds resilience to adverse developments whileensuring that opportunities are exploited to create value for all stakeholder. The Companyhas a Risk Management Committee in accordance with the requirements of Listing Regulationsto inter alia monitor the risks and their mitigating actions. The Board of Directors ofthe Company also reviews the Risk Assessment and Mitigation Report annually. All risksincluding investments are reviewed in the meetings of the Board of Director. Risks relatedto internal controls compliances S systems are reviewed in detail by the Audit Committee.

Details in respect of adequacy of internal financial controls withreference to the Financial Statements are given in the Management?s Discussion andAnalysis which forms part of this Report.

18. Internal Financial Controls

The Board of Directors in consultation with Internal Auditors have laiddown the Internal Financial Controls Framework commensurate with the size scale andcomplexity of the Company?s operations. To maintain its objectivity the InternalAudit Program is reviewed and approved by the Audit Committee at the beginning of the yearto ensure that the coverage of the area is adequate. The Internal Audit Team quarterlymonitors and evaluates the efficacy and adequacy of internal control systems in theCompany its compliance with operating systems accounting procedures and policies. Basedon the report of internal audit function process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant auditobservations if any are presented to the Audit Committee along with the status ofmanagement actions and the progress of implementation of recommendations.

19. Whistle Blower Policy / Vigil Mechanism

20. Digital Platform for Tracking Insider Trading

The Securities Exchange Board of India ("SEBI") hasthrough amendment of SEBI (Prohibition of Insider Trading) Regulations 2015 has directedthe Companies to identify designated persons and maintain a structured digital database ofall such designated persons for prevention of insider trading. Accordingly the Companythrough Kfin Technologies Limited has established an Insider Trading Tracking Platform bythe name FINTRAKS. The Company has also formed a committee viz. 'Code of ConductImplementation Committee' to ensure proper compliance monitoring and regulate tradingby Insiders and process of sharing UPSI.

21. Corporate Social Responsibility

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

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status and the Company?sfuture operations.

23. Corporate Governance

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

24. Management Discussion and Analysis Report

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

25. Business Responsibility Report

SEBI vide its circular dated May 10 2021 has introduced new reportingrequirements on Environmental Social and Governance ('ESG') parameters viz. theBusiness Responsibility and Sustainability Report ('BRSR'). The said reporting isapplicable for the top 1000 listed companies based on market capitalization and has beenmade mandatory from F.Y. 2022-23 and is voluntary for the financial year 2021-22. YourCompany forms part of the top 1000 listed entities as on 31^st March 2022. TheCompany intends to get itself familiarized with the new requirements over the period ofnext financial year and gradually adapt and align itself to higher standards ofsustainability.

For the current reporting period the Company continues to follow theexisting reporting requirements and accordingly pursuant to Regulation 34(2) of ListingRegulations Business Responsibility Report describing the initiatives taken by theCompany from environmental social and governance perspective forms part of this AnnualReport. The report is also available on your Company?s website at https://www.jsw.in

26. Compliance with Secretarial Standards

Your Company has complied with the Secretarial Standards specified bythe Institute of Company Secretaries of India ('ICSI') on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) for the financial year 2021-22.

27. Human Resources

Your Company continues to put due emphasis on appropriate humanresource development for its business. The employees of your Company and the Group fullyidentify 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 effectiveinstrument to attract talent and align the interest of employees with that of the Companythereby providing an opportunity to the employees to share in the growth of the Companyand to create long term wealth in the hands of employees. In view of the above yourCompany had formulated "The JSWHL Employees? Stock Ownership Plan 2016" ("Scheme2016") for the employees of the Company. Further your Company in the last 20^thAnnual General Meeting had also adopted "The O. P. Jindal Employees StockOwnership Plan (JSWHL) - 2021" ("ESOP - 2021").

29. Particulars of Employees and related disclosures

The information required to be disclosed in the Directors? Reportpursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 have been appended as Annexure C andAnnexure D respectively to this Report.

30. Prevention of Sexual Harassment

Your Company follows an Anti-Sexual Harassment JSW Group Policy in linewith the Requirements of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 also an internal complaints committee has been set up at grouplevel to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary and trainees) are covered under this policy. Nocomplaints pertaining to sexual harassment were received during FY 2021-22.

31. Directors Responsibility Statement

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

a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures;

b) they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year on 31^st March 2022 and of the profit of the Company for thatperiod;

c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.

f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

32. Other Disclosures

I n terms of applicable provisions of the Act and Listing Regulationsyour Company discloses that during the financial year under review:

i. there was no issue of shares (including sweat equity shares) toemployees of the Company under any scheme save and except under Employee Stock OptionScheme referred to in this Report.

ii. there was no Scheme for provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

iii. there was no public issue rights issue bonus issue orpreferential issue etc.

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

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

vi. no significant or material orders were passed by the Regulators orHon?ble Courts or Tribunals which impact the going concern status and Company?soperations in future.

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

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for theassistance and co-operation received from Banks Reserve Bank of India NSDL CDSLDepository Participant (Stock Holding Corporation of India) and other Government Agenciesand Shareholders.

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