JSW Holdings Limited has announced that its 24th Annual General Meeting (AGM) will be held on Thursday, July 31, 2025, at 11:00 a.m. (IST) via Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The company will seek shareholder approval for the adoption of its Annual Audited Financial Statements for the financial year 2024-25, along with several key resolutions, including significant amendments to its Employees' Stock Ownership Plan (ESOP) and the re-appointment of a director.
| Particulars | Details |
|---|---|
| AGM Date & Time | July 31, 2025, 11:00 a.m. (IST) |
| Meeting Mode | Video Conferencing / OAVM |
| Record Date | July 14, 2025 |
| Remote E-voting Commencement | July 28, 2025, 9:00 a.m. (IST) |
| Remote E-voting End | July 30, 2025, 5:00 p.m. (IST) |
| Cut-off Date for Voting Eligibility | July 24, 2025 |
Key Decisions to be Voted On
The AGM agenda includes both ordinary and special businesses, reflecting the company's operational and strategic priorities for the upcoming period.
**Adoption of Financial Statements:** Shareholders will consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025, along with the reports of the Board of Directors and Auditors. This is a standard annual procedure ensuring transparency and accountability of the company's financial performance.
**Director Re-appointment and Continuation:** Mr. Kantilal Narandas Patel (DIN: 00019414) is proposed for re-appointment as a Director, retiring by rotation. Additionally, a special resolution will be put forth for his continuation as a Non-Executive, Non-Independent Director beyond the age of 75 years, which he will attain on May 30, 2026. This resolution underscores the Board's confidence in his continued contribution to the company.
**Appointment of Secretarial Auditors:** The company proposes the appointment of M/s. SR Agarwal & Associates, Practicing Company Secretaries, as the Secretarial Auditors for a term of five consecutive years, commencing from financial year 2025-26 until financial year 2029-30. This appointment is crucial for ensuring compliance with secretarial standards and regulations.
**Amendment to Shri O. P. Jindal Employees' Stock Ownership Plan (JSWHL) – 2021:** This is a significant item on the agenda, proposing several amendments to the existing ESOP Plan. The proposed changes aim to enhance employee benefits and align the plan with current regulatory requirements.
* **Grant of New Options:** The company plans to create, grant, issue, offer, and allot up to 9,000 stock options, convertible into 9,000 equity shares of ₹10 each. These options will aggregate up to a nominal face value not exceeding ₹90,000.
* **Extension of Plan Termination Date:** The termination date of the ESOP Plan 2021 for employees is proposed to be extended by a decade, from September 15, 2030, to September 15, 2040. This extension provides a longer-term incentive framework for employees.
* **Revised Exercise Period for Specific Scenarios:** The exercise period in case of death or permanent disability while in employment will be increased from 6 months to 18 months. Furthermore, the plan will be amended to provide for a scenario in case of the death of a Grantee after retirement from employment with the company, offering greater flexibility and security to employees and their beneficiaries.
* **Interest-Free Loan to ESOP Trust:** The company seeks approval to extend an interest-free loan of up to ₹10 crore to the JSW Holdings Employees' Welfare Trust (ESOP Trust). This loan is intended for the acquisition of up to 9,000 equity shares from the secondary market, representing 0.08% of the company's paid-up capital, for the purpose of implementing the ESOP-2021. This financial commitment highlights the company's dedication to its employee welfare programs.
Strategic Implications
The proposed ESOP amendments are strategically important for JSW Holdings. By extending the plan's duration and offering more options, the company aims to strengthen employee retention, attract new talent, and align employee interests with shareholder value creation. The provision of an interest-free loan to the ESOP Trust demonstrates the company's commitment to facilitating the smooth operation of the plan and ensuring that employees can benefit from their participation. The re-appointment of Mr. Kantilal Narandas Patel signifies continuity and stability in the board's leadership.
AGM Logistics and Shareholder Participation
In compliance with Ministry of Corporate Affairs (MCA) circulars, the AGM will be held virtually, without the physical presence of members. The company has facilitated remote e-voting for shareholders, which will commence on July 28, 2025, at 9:00 a.m. (IST) and conclude on July 30, 2025, at 5:00 p.m. (IST). The cut-off date for determining eligible voters is July 24, 2025. Shareholders are encouraged to register their email addresses with their respective depositories or the company's Registrar and Share Transfer Agent (RTA), KFin Technologies Limited, to receive communications electronically and participate in the e-voting process. The Register of Members and Share Transfer Books will be closed from Monday, July 14, 2025, to Wednesday, July 16, 2025, for annual closing purposes.
Company Information and Compliance
JSW Holdings Limited, a part of the O. P. Jindal Group, continues to adhere to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Annual Report for 2024-25, including the Notice of the 24th AGM, has been made available to members electronically and is accessible on the company's website and the websites of the stock exchanges (BSE and NSE). The company has appointed Mr. Sunil Agarwal, Practising Company Secretary, as the Scrutiniser for the e-voting process to ensure fairness and transparency.
