Jindal Worldwide Ltd

Dear Members,

The Board of Directors of your Company are pleased to present the 38^th Annual Report of the Company, accompanied by the Audited Financial Statements for the financial year ended 31^st March, 2024. This report highlights the continued development and robust momentum of the Company throughout the year.

We trust that the insights and financial performance detailed in this report will reflect our commitment to excellence, our achievements and the strategic initiatives that have driven our success.

1. SYNOPSIS OF FINANCIAL PERFORMANCE AND KEY HIGHLIGHTS

The summarized comparison of Audited Standalone & Consolidated Financial Performance of the Company for the FY 2023-2024 and the FY 2022-2023 is given below:

Key Highlights:

On Standalone Basis:

Total Income: The total income decreased by 13.44 % to Rs. 1,86,142.39 Lakhs in comparison to Rs. 2,15,050.52 Lakhs of Previous FY 2022-2023.

EBITDA: The EBITDA declined by 32.10 % to 14,871.18 Lakhs in comparison to Rs. 21,903.04 Lakhs of Previous FY 2022-2023.

PAT: The PAT of the Company declined by 41.12 % to Rs. 6,748.61 Lakhs in comparison to Rs. 11,461.50 Lakhs of Previous FY 2022-2023.

On Consolidated Basis:

Total Income: The total income decreased by 12.32 % to Rs. 1,81,625.36 Lakhs in comparison to Rs. 2,07,149.88 Lakhs of Previous FY 2022-2023.

EBITDA: The EBITDA declined by 22.67 % to Rs. 18,541.71 Lakhs in comparison to Rs. 23,978.08 Lakhs of Previous FY 2022-2023.

PAT: The PAT of the Company declined by 37.10 % to Rs. 7,310.46 Lakhs in comparison to Rs. 11,622.08 Lakhs of Previous FY 2022-2023.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Annual Standalone & Consolidated Audited Financial Statements for the FY 2023-2024, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 (the "Act") read with Companies (Indian Accounting Standard) Rules, 2015 and presentation requirements of Division II of the Schedule III of the Companies Act , 2013 and in accordance with applicable regulations of the SEBI (LODR) Regulations, 2015.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Wholly-Owned Subsidiary Companies/Subsidiary Company/Associate Company are provided in Form AOC-1 which forms an integral part of this Annual Report as a part of Consolidated Financial Statements.

In accordance with the provisions of Section 136(1) of the Act, the Company has duly placed on its website "www. jindaltextiles.com" the below :

• Annual Report of the Company including therein its Standalone and Consolidated Financial Statements for the FY 2023-2024; and

• Audited Financial Statements for the FY 2023-2024 of the Wholly-Owned Subsidiary Companies and Subsidiary Company.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to Reserve for the Financial Year ended 31^st March, 2024.

4. DIVIDEND

In order to maintain the continuity and the Company's proven track record of declaration of dividend since years and keeping in view the financial performance of the Company for the FY 2023-2024, the Board of Directors at its meeting held on 27^th May, 2024, has recommended final dividend @20 % on the Paid-Up Equity Share Capital amounting to Rs. 401.04 Lakhs for the FY 2023-2024 for approval and its declaration by the Members at the ensuing 38^th Annual General Meeting ("AGM") of the Company.

5. DIVIDEND DISTRIBUTION POLICY

{Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015}

The Dividend Distribution Policy is primarily aimed at enhancement of long term shareholders value and sustainable growth and therefore your Company has formulated the policy with an aim to bring fairness in the matter of declaration of dividend and to protect the interest of investors. The Company intends to maintain similar or better levels of dividend payout in future. However, the actual dividend payout in each year will be based on the profits and investment opportunities of the Company. The Directors confirm that Dividend pay-outs of the Company are in accordance with the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy is placed on the website of the Company at below web link: https://www.jindaltextiles.com/investor-data/policies/JWL DividednDistributionPolicy.pdf.

6. BUSINESS EXPANSION, MODERNIZATION & INNOVATION

The Company is strategically enhancing its capabilities and efficiency by reaching new milestone of growth and marking its progress towards achieving strategic objectives. The Company continues to focus on the significant areas of operations and create the value added products in the textile industry every year.

The strongest key pillars adopted by the Company into the business operations are Expansion, Innovation, and Productivity with modernization. The Company is successfully making the remarkable presence around the world and expanding its export footprints in various countries and focusing on expanding its portfolio globally.

Going forward and keeping in view the market growth, benefits and bright future of Electric Vehicle Market in India, the Company had increased its investment into Jindal Mobilitric Private Limited, its Subsidiary Company, engaged into business of Electric Vehicle and forayed into the Electric Vehicle segment by way of acquisition of a start-up Company with brand "Earth Energy". Thus, the Company's commitment is to serve customers and ensure that their needs are met even in adverse market conditions.

Further, during the year under review, your Company with a vision towards expansion of business portfolio into retail sector of textiles had launched its own brand– "RICCORA -The Joy of Luxury", a brand that sets a new standard in men's shirting fabrics which is Crafted from 100% natural bres. These fabrics are adorned with trendy designs inspired by the latest fashion trends.

Also, Modernization & Technological upgradation is being carried out on a regular basis in the factory premises of the Company for maintaining the best quality standards. Stringent cost control measures are regularly reviewed. Special emphasis is being given to water and energy conservation.

7. CORPORATE GOVERNANCE

{Pursuant to Regulations 17 to 27 and Regulation 34 of the SEBI (LODR) Regulations, 2015}

The Company aims to attain highest level of transparency, accountability and compliance with laws both in true letter and spirit, in all facets of operations, leading to the highest standards of Corporate Governance. The Company has appropriate decision-making process and controls in place so that the interests of all stakeholders are balanced. In order to maximize shareholders value on a sustainable basis, the Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of the SEBI (LODR) Regulations, 2015. Corporate Governance framework of the Company revolves around the objectives of keeping interest of investors, employees, customers, suppliers and communities at large.

Your Company remains committed to continuously adopt and adhere to the good corporate governance practices at its organization with an ultimate goal of making your Company a value driven organization and enhance stakeholders' value. A separate section on report on Corporate Governance for the FY 2023-2024 as stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulation, 2015 forms an integral part of this Annual Report along with a certificate of compliance from the Company's Statutory Auditors thereon.

8. CODE OF CONDUCT

{Pursuant to Regulation 17(5) of the SEBI (LODR) Regulations, 2015 and Regulations 8 & 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015}

The Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading", for regulating, monitoring and reporting the trading by Designated Personnel of the Company which exempli es the spirit of good ethics and governance.

Further, the Board of Directors has also formulated "Code of Conduct for Board of Directors and Senior Management" with a purpose to enhance integrity, ethics & transparency in governance of the Company and thereby reinforce the trust and confidence reposed in the Management of the Company by the Members and other Stakeholders.

The aforestated codes are available on the website of the Company at https://www.jindaltextiles.com/investor.php. Further, in compliance to Regulation 26(3) of the SEBI (LODR) Regulations, 2015, the Board Members and Senior Management Personnel have afirmed compliance with the Code of Conduct. A declaration in regard to compliance with the Code of Conduct for the FY 2023-2024 has been received by the Company from the Managing Director and is duly annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

{Pursuant to Section 134(3)(c) and Section 134(5) of the Act read with relevant Rules thereunder}

For the Directors' Responsibility Statement in relation to financial statements of the Company for the year ended on 31^st March, 2024, the Board of Directors states that: (a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit and loss of the Company for the financial year ended on 31^st March, 2024; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts / financial statements have been prepared on a ‘going concern' basis; (e) proper internal financial controls are in place and are adequate and operating effectively; and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. ENVIRONMENT, HEALTH AND SAFETY (EHS)

EHS isn't just a commitment for Jindal, it's an integral part of how we conduct business, ensuring the well-being of our employees and the sustainability of our planet.

Your Company is committed to providing a safe and healthy working environment for all our employees and workers. Our dedication to EHS is evident at every stage of our business operations through a robust EHS Management System. This system serves as a structured framework to manage environmental impacts and occupational health and safety risks, while also identifying opportunities for improvement.

Our health and safety policy comprehensively addresses occupational hazards, emphasizing ongoing training initiatives to ensure workplace safety. Additionally, we prioritize environmental stewardship by continually enhancing our processes and systems. By adopting more efficient practices, we strive to reduce our carbon footprint and safeguard natural resources.

The following, inter alia, forms part of Company's framework on EHS system:

• A robust and comprehensive Environment, Health and Safety (EHS) framework in place for safely managing Company's business operations;

• Constant identification of EHS related risk and to undertake measures to reduce the same;

• Ensuring proper disposal of waste & pollutant to minimize impact on environment and risk to employees at workplace;

• Promote renewable energy, reduce carbon footprints, reuse and recycle materials, minimize waste and emissions, conserve energy and natural resources and assurance that operations and products of the Company do not have any negative impact on the environment;

• Encouraging innovation for prevention of pollution, injury and ill health;

• Establishment of systems and Standard Operating Procedures at work places to minimize the risk;

• Health and safety training to its employees/labor/contractors on periodic basis;

• Ensuring safe handling and storage of hazardous chemicals;

• Continually improving the Environmental, Health and Safety performance; and

• Complying with all applicable legal, statutory & regulatory norms in relation to EHS.

{Pursuant to Section 135 of the Act read with relevant Rules thereunder }

The Company believes in inclusive growth to facilitate creation of a value-based and empowered society primarily in and around its area of operations. The Company's CSR Policy is based on the philosophy of giving back to society as a responsible corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for the welfare & sustainable development of the community at large. The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the FY 2023-2024 and relevant details are set out in "Annexure-A" which forms an integral part of this Board's Report.

The CSR Policy is available on the Company's website at https://www.jindaltextiles.com/investor-data/policies/CSR POLICY.pdf. The Company's CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. Further, the composition, number and date of meetings held, attendance of the Members of the CSR Committee meetings are given separately in the Corporate Governance Report which forms an integral part of this Annual Report.

{Pursuant to Section 92 and Section 134(3)(a) of the Act read with relevant Rules thereunder}

The Annual Return of the Company in Form MGT-7 reflecting the financial and non-financial summary of the Company for the FY 2023-2024, is available on the Company's website at - https://www.jindaltextiles.com/investor-data/notice/Annual Return forfithe Financial Year 2023-2024-Form MGT-7. pdf.

{Pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of the Schedule II of the SEBI (LODR) Regulations, 2015}

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved and adopted the Nomination and Remuneration Policy of the Company which has been designed to identify, retain, motivate and promote the talent. The Policy inter alia lays down the principles relating to qualification, core competence, expertise and experience for selection, appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company and the same is available on the Company's website at http://www.jindaltextiles.com/investor-data/policies/NOMINATION REMUNERATION POLICY.pdf. The details of the policy along with the composition, number and date of meetings held, attendance of the Members of the Nomination and Remuneration Committee meetings are given separately in the Corporate Governance Report which forms an integral part of this Annual Report.

{Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015 and relevant provisions of the Act}

The Company has proactive approach towards the Risk Management which is designed to identify and assess the threats and framing a suitable response to those threats affecting the achievement of organizational objectives.

The Company is operating in textile segment which itself is susceptible to certain kind of risks associated with textile industry and its different constituents. In order to manage, minimize and mitigate these risks, it regularly analyses and takes corrective actions and periodically reviews its process. The Board of Directors of the Company has framed a Risk Management Policy which consists of three essential elements viz. Risk Identification, Risk Assessment, Risk Management and Risk Mitigation & Risk Monitoring. The details of the risk associated with the Company are set out in MDAR which forms an integral part of this Board's Report .

The Risk Management Policy is available on the website of the Company at https://www.jindaltextiles.com/investor-data/ policies/JWL RiskManagementPolicy.pdf. The composition, number and date of meetings held, attendance of the Members of the Risk Management Committee meetings are given separately in the Corporate Governance Report which forms an integral part of this Annual Report.

{Pursuant to Sections 177 (9) & (10) of the Act read with relevant Rules thereunder and Regulation 22 of the SEBI (LODR) Regulations, 2015}

A Vigil Mechanism/Whistle Blower Policy provides a channel to the employees to report to the management cases relating to unethical behavior, actual or suspected fraud or violation of the Company's codes of conduct or ethics policy. The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy to provide the adequate safeguards against victimization of employees and direct access to the Chairman of the Audit Committee. Further, it is afirmed that no personnel of the Company have been denied access to the Audit Committee during the FY 2023-2024. The Vigil Mechanism/Whistle Blower Policy is available on Company's website at http://www.jindaltextiles.com/investor-data/policies/VIGIL MECHANISM POLICY.pdf.

{Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and relevant provisions of the Act}

The Company is committed to maintain the workplace free of discrimination, prejudice, gender bias, or any form of harassment including sexual harassment at workplace and focused on creating safe and healthy working environment, where every employee is treated with dignity. The Company believes that ‘Prevention is better than cure' and marching towards the same vision, the Company has in place a policy on "Prevention, Prohibition and Redressal of Sexual Harassment" at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee which creates an awareness to prevent the sexual harassment at workplace. No complaints on sexual harassment were received during the year FY 2023-2024.

17. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that the Human Capital is the strongest pillar of the Company and with same vision the Company continues to retain focus on core values of "Trust, Quality and Excellence" that drives the organization culture. The Company is focused on developing the practices to foster and strengthen the capability of human capital to deliver the critical outcomes and increasing the operational efficiency and capital productivity.

The talent being the backbone of the Company is the key strength, which has led the Company to achieve the positive results and various milestones in its journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. During the FY 2023-2024, employee satisfaction and involvement by fostering employee growth and development through training programs, career development and performance management systems, resulted in maintaining harmonious and cordial Industrial Relations.

{Pursuant to Section 139, 141 and 142 of the Act read with relevant Rules thereunder}

M/s. Ravi Karia & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 157029W) were appointed as Statutory Auditors of the Company to hold office for a term of two (2) years from the conclusion 37^th AGM to 39^th AGM (i.e. for the FY 2023-2024 to FY 2024-2025) and the approval of the Shareholder of the Company has been obtained in the 37^th AGM held on 07^th August, 2023.

The Independent Auditor's Report on the Annual Audited Standalone and Consolidated Financial Statements of the Company issued by M/s. Ravi Karia & Associates, Statutory Auditors of the Company for the FY 2023-2024 has no audit qualifications, reservations, adverse remarks or disclaimer. Also, the said Auditors have not reported any matter under Section 143(12) of the Act.

(b) Division Auditors

The Company is engaged in the Textile Sector and the main business activities related to manufacturing of Denim Fabric, Premium Printed Shirtings, Dyed Yarn, Bottom Weights etc. are operated through its various internal divisions as stated in the Notes to Financial Statements.

M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W) the Division Auditors of the Company have carried out the audit of the Divisions of the Company for the FY 2023-2024.

Further, the Board of Directors of the Company has re-appointed M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W) for conducting audit of the divisions of the Company for the FY 2024-2025. Required consent to act as the Division Auditors of the Company has been received from the said Auditors on terms & conditions as mutually agreed upon between the Division Auditors and the Board / Management of the Company.

{Pursuant to the provisions of Section 204 of the Act read with relevant Rules thereunder}

M/s. SPANJ & Associates, Company Secretaries, Ahmedabad, the Secretarial Auditors of the Company has conducted the audit of secretarial records for the FY 2023-2024.

Secretarial Audit Report

The Secretarial Audit Report is annexed with the Board's Report as "Annexure-B-1" and has no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the FY 2023-2024.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, Annual Secretarial Compliance Report of the Company for the financial Year ended on 31^st March, 2024 as received from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad was submitted to the Stock Exchanges within the prescribed time framework. The same is annexed with the Board's Report as "Annexure-B-2".

{Pursuant to Regulation 34(3) read with amended Schedule V (C)(10)(i) of the SEBI (LODR) Regulations, 2015}

The Company has obtained the certificate from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other statutory authority and the same is annexed to Corporate Governance Report which forms an integral part of this Annual Report. Further, the Board of Directors of the Company has re-appointed M/s. SPANJ & Associates, Company Secretaries, Ahmedabad for conducting audit of the secretarial records for the FY 2024-2025. The required consent to act as the Secretarial Auditors of the Company has been received by the Company from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad on terms & conditions as mutually agreed upon between the Secretarial Auditors and the Board/Management of the Company.

{Pursuant to Section 148 of the Act read with relevant Rules thereunder}

M/s. K. V. Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad has conducted the audit of Cost Records for the FY 2023-2024 with no audit qualifications, reservations, adverse remarks or disclaimer in the Cost Audit Report for the FY 2023-2024. Further, the Board has re-appointed M/s. K. V. Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad as Cost Auditors to conduct the audit of cost records of the Company for the FY 2024-2025; the consent of which along with a certificate confirming their independence and arm's length relationship has been duly received by the Company from the said Auditors.

The Ordinary Resolution seeking approval from the Members for rati cation of remuneration to be paid to the said Cost Auditors, forms a part of the Notice of this Annual General Meeting.

(Pursuant to Section 138 of the Act read with relevant Rules thereunder}

M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad (FRN: 103837W) have conducted the Internal Audit for the FY 2023-2024. Further the report with no audit qualifications, reservation, adverse remark or disclaimer by Internal Auditor of the Company for the FY 2023-2024 has been received.

Further, the Board has re-appointed M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for the FY 2024-2025.

The required consent to act as the Internal Auditors of the Company for the FY 2024-2025 has been received by the Company from the said Internal Auditors, on terms & conditions as mutually agreed upon between the Internal Auditors and the Board/Management of the Company.

{Pursuant to provisions of Section 134(5) of the Act read with relevant Rules thereunder}

The Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations to ensure the systematic and efficient conduct of its business, including adherence to Company's policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a robust internal audit function which consists of professionally qualified Chartered Accountants. Internal control systems comprising of policies and procedures are designed to ensure sound management of Company's operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. The Audit Committee and M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad, the Internal Auditor of the Company periodically review that the systems and procedures are in place with the growing size and complexity of your Company's business operations and suggest the improvements in processes and systems and also evaluates the efficacy and adequacy of internal control systems of the Company pertaining to financial reporting, its compliances with operating systems, accounting procedures and policies within the Company. During the Financial Year under review, the Company operates through ERP system and has implemented adequate internal financial controls for achieving efficiency in operations, optimum utilization of the Company's resources, effective monitoring systems and compliance with laws and regulations. Further, through use of appropriate risk management tools and adherence to global benchmarks of quality, hygiene and safety, we continuously strive to achieve manufacturing excellence.

During the FY 2023-2024, no material or serious observation has been received from either the Statutory Auditors or the Internal Auditors of the Company, citing ine ciency or inadequacy of such controls.

{Pursuant to Section 143(12) of the Act read with relevant Rules thereunder}

There was no instance of fraud during the FY 2023-2024, which required the Statutory Auditors to report to the Audit Committee and / or Board. Therefore, there exists no details to be disclosed in this Board's Report pursuant to Section 134(3) of the Act.

{Pursuant to Section 134(3)(m) of the Act read with relevant Rules thereunder}

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-C" which forms an integral part of this Board's Report.

{Pursuant to Section 197(12) of the Act read with relevant Rules thereunder}

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required, are annexed as "Annexure-D" which forms an integral part of this Board's Report.

{Pursuant to Regulation 34 and Schedule V of the SEBI (LODR) Regulation, 2015}

A comprehensive Management Discussion and Analysis Report for the FY 2023-2024 inclusive of several significant aspects of your Company's performance and the industry landscape which includes Company's business operations and performance review, global & Indian industry trends, key financial ratios, other material changes/developments in the textiles Industry and future perspective of the Company's businesses and other required details is annexed as "Annexure-E" which forms an integral part of this Board's Report.

{Pursuant to Section 134(3)(h) and 188 of the Act and Regulation 23 of the SEBI (LODR) Regulations, 2015}

As a part of Company's philosophy of adhering to highest ethical standards, transparency and accountability, all the contracts/ arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis for the Financial Year under review. The transactions entered with related parties are periodically placed before the Audit Committee for review and approval.

During the FY 2023-2024, the Company had submitted the half yearly disclosures of related party transactions to the Stock Exchanges within the prescribed timeline.

A statement showing particulars of contracts and arrangements with related parties in the prescribed Form-AOC-2 is annexed as "Annexure-F" which forms an integral part of this Board's Report.

During the FY 2023-2024, there were no materially significant Related Party Transactions made by the Company with its Promoters (except mentioned below), Directors or the Management or their relatives and with its Associate Company that may have potential conflict with interest of the Company and requiring shareholders' approval except with its Subsidiary Company the details of which are mentioned in Form AOC-2.

Pursuant to Schedule V, Part A, Para 2A of the SEBI (LODR) Regulations, 2015, the list of Related Party Transactions entered into by the Company with the Promoters of the Company holding 10 % or more shareholding in the Company is as follows:

The above disclosure along with other details of the Related Party Transactions as per the Indian Accounting Standards (IND-AS 24) are set out in Notes to the Standalone & Consolidated Financial Statements of the financial year under review, which forms part of this Annual Report.

The Board of Directors has approved a policy on Related Party Transactions and is available on the website of the Company at: https://www.jindaltextiles.com/investor-data/policies/RELATED PARTY TRANSACTION POLICY.pdf.

{Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015}

ESG Reporting is changing the landscape of businesses globally. To meet the ever increasing global challenges pertaining to ESG i.e., Environmental, Social and Governance dimensions, your Company adopted responsible and sustainable business practices.

Your Company is pleased to present the 2^nd Business Responsibility and Sustainability Report (BRSR) for the FY 2023-2024 which forms integral part of this Board's Report and is annexed as "Annexure-G".

The "Business Responsibility Policy" is also available on the website of the Company at https://www.jindaltextiles.com/ investor-data/policies/businessfiresponsibility policy.pdf.

26. INFORMATION OF SUBSIDIARY / WHOLLY OWNED SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES

The Company holds investment in below mentioned Wholly-Owned Subsidiaries, Subsidiary and Associate Company as at 31^st March, 2024, the details of which is stated in Form AOC-1 which is annexed to the Consolidated Financial Statements.

The Company has a practice of availing an in-principal approval of the Board of Directors in its respective Board Meetings for any acquisition or disposal off its investments in the equity shares of either of its Subsidiary/Wholly-Owned Subsidiaries/ Joint Ventures / Associate Company and also makes the necessary disclosures to Stock Exchanges in compliance to the SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of the Companies (Restriction on number of layers) Rules, 2017; no Company shall have more than two layers of Subsidiaries other than a Company belonging to a class specified in the said Rules. Accordingly, your Company does not have any such layer of Subsidiary Company as on 31^st March, 2024 and thus has complied with provisions of the said rules.

DURING THE YEAR:

During the Financial Year under review, there were no other material changes occurred or material commitments which affected the financial position of the Company except if any separately stated in this Board's Report and except as stated below: i. Postal Ballot: a. During the year under review, the Board of Directors sought approval of the Shareholders of the Company through Postal Ballot process vide Postal Ballot notice dated 01^st December, 2023 for the Special Business as set out herein below:

- To approve raising of funds and issuance of securities by the Company.

The resolution was passed with requisite majority of the Shareholders on 05^th January, 2024 being the e-voting end date. b. During the year under review, the Board of Directors sought approval of the Shareholders of the Company through Postal Ballot process vide Postal Ballot notice dated 28^th February, 2024 for the Special Businesses as set out herein below:

- Appointment of Ms. Deepa Kunal Maniar (DIN: 08583933) as Non-Executive Independent Director of the Company; and

- Appointment of Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as Non-Executive Independent Director of the Company.

The resolution was passed with requisite majority of the Shareholders on 09^th April, 2024 being the e-voting end date.

The details are given under the head "Postal Ballot" in ‘Corporate Governance Report' Section which forms an integral part of this Annual Report.

ii. Increase in Investment in Subsidiary Company :

Your Company has made an additional investment of its funds in Equity Share Capital of M/s. Jindal Mobilitric Private Limited in the manner as detailed below:

REPORT (POST BALANCE SHEET DATE EVENTS)

There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the financial year and as at the date of this Board's Report except as stated below: The Board of Directors in its meeting held on 13^th August, 2024, has considered and approved for the below agenda items, subject to the approval of the Shareholders in the ensuing 38^th AGM:

• To consider and approve for giving authorization to Board of Directors under Section 180(1)(c) of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 Crores;

• To consider and approve for giving authorization to Board of Directors under Section 180(1)(a) of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 Crores;

• To consider and approve for giving authorization to Board of Directors to advance any loan, give any guarantee or to provide any security to all such person specified under Section 185 of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 Crores; and

• To consider and approve for giving authorization to Board of Directors under Section 186 of the Companies Act, 2013 upto an aggregate revised limit of Rs. 3,000 Crores.

28. CAPITAL PROJECTS FOR THE FY 2023-2024

During the FY 2023-2024, the Company has invested about Rs. 18.93 Crores in the ongoing projects mainly into routine capital expenditures in Fixed Assets. Apart from this, the Company has not made any major Capital investment.

29. BOARD MEETINGS

There were total 4 (four) Board Meetings held during the FY 2023-2024 for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned in the Corporate Governance Report, which forms an integral part of the Annual Report.

{Pursuant to provisions of Section 203 of the Act read with relevant Rules thereunder}

The Company comprises of dynamic, well qualified, experienced, specialized and versatile professionals in the Management of the Company who are designated as ‘Key Managerial Personnel (KMP)' in compliance with applicable provisions. The details of the Key Managerial Personnel of the Company are as under:

31. BOARD OF DIRECTORS

The Board of Directors of the Company is fully committed to provide the strategic direction towards long-term success of the Company. They ensure long term sustainability, create value, delegate responsibilities, manage risks and ensure high-quality governance to keep the Company on the path of sustainable growth and development. The details of size and composition of the Board is provided in Corporate Governance Report, which forms an integral part of the Annual Report.

During the financial year under review, the following changes took place in the board structure of the Company:

i) In accordance with the provisions of Section 152 of the Act, CA Vikram Oza (DIN: 01192552), Non-Executive Non-Independent Director, who was liable to retire by rotation at the Annual General Meeting held on 07^th August, 2023 and who had offered himself for re-appointment, was re-appointed.

ii) Mr. Shrikant Jhaveri (DIN: 02833725), Non-Executive Independent Director has completed his tenure as Non-Executive Independent Director of the Company and stepped down from the Directorship of the Company with effect from 10^th May, 2023.

iii) Mr. Sidharath Kapur and Mr. Mukesh Gupta resigned from the position of Non-Executive Independent Director of the Company w.e.f 30^th January, 2024 and 01^st February, 2024, respectively.

iv) In order to maintain the diverse and Independent Board to ensure good governance practices, on the recommendation of Nomination and Remuneration Committee and approval of Board of Directors at their meetings held on 13^th February, 2024; the Shareholders of the Company had considered and approved the appointment of Ms. Deepa Maniar (DIN: 08583933) and Mr. Vinodkumar Singh (DIN: 10454743) as Non-Executive Independent Directors of the Company to hold office for a first term of 2 consecutive years w.e.f. 13^th February, 2024, by passing the Special Resolutions through postal ballot process on 09^th April, 2024.

v) Ms. Jasdev Kaur Rait resigned from the position of Non-Executive Independent Director of the company w.e.f 13^th April, 2024.

All the Directors of the Company have confirmed that they are not disqualified from being appointed or to continue as Directors of the Company in terms of Section 164 of the Act.

Pursuant to Schedule V(C)(10)(i) of the SEBI (LODR) Regulation, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the SEBI (LODR) Regulations, 2015 and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

Further, all the required Ordinary & Special Business Agenda as pointed below are being placed for your approval at the ensuing 38^th Annual General Meeting. In accordance with the provisions of the Act read with Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard – 2 as issued by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, are stated in the Notice convening the 38^th Annual General Meeting of your Company.

• Re-appointment of Mr. Amit Agrawal (DIN: 00169061), Vice-Chairman & Managing Director as a Director liable to retire by rotation under Section 152 of the Companies Act, 2013.

• To consider and approve Re-Appointment of Mr. Rajesh Jain (DIN: 00209896) as a Non-Executive Independent Director of the Company.

32. COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board of Directors focus on diversified and specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board of Directors on the matters in their areas of purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval. The Committees of the Board plays decisive role in the governance structure of the Company. The Board of Directors of the Company has various Committees the details of which viz. composition of committees, details of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

{Pursuant to the provision of the Act and Schedule IV of the SEBI (LODR) Regulations, 2015 read with the Guidance Note on Board Evaluation as issued by the SEBI in January, 2017}

Performance evaluation is the best tool in enhancing the effectiveness of the Board as a whole. Your Board of Directors prescribed and approved the mechanism to carry out the Annual Performance Evaluation of the Board of Directors as a whole, Individual Directors and Committees of the Board including the Chairperson of the various Committees.

Periodic Board Evaluation is the most effective way to ensure Board Members understand their duties and to adopt effective good governance practices.

The key objectives of conducting the Board Evaluation process is to ensure that the Board of Directors and various Committees of the Board have appropriate composition, significantly enhance board effectiveness, maximize strengths, tackle weaknesses and improve corporate relationships. Similarly, the key objective of conducting performance evaluation of the Directors is to ascertain if the Directors actively participate in the Board / Committee Meetings and contribute to achieve the common business goals of the Company and thus in order to fulfill such objective, the Board of Directors understands the prominence of an effective Board Evaluation process and accordingly the Performance Evaluation is being conducted every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board;

iii. Individual Directors including the Chairman of the Board & Committees.

During the FY 2023-2024, the Board evaluation was conducted, complying with all the applicable criteria of evaluation as envisaged in the "SEBI Guidance Note on Board Evaluation" through a structured questionnaire designed with the parameters and feedback based on ratings.

During the FY 2023-2024, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson of the Company and review the performance of the Non-Independent Directors and the Board as a whole and also the performance evaluation of Independent Directors.

Subsequent to the completion of internal evaluation process, the same was discussed and reviewed at the Nomination and Remuneration Committee Meeting and thereafter by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process and results thereof.

(i) Credit Rating

The Credit Rating details for Current Financial Year and Previous Financial Year are as under:

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, necessary disclosures were made to the Stock Exchanges in regards to above provisions and also were uploaded on the website of the Company.

{Pursuant to Section 73 and 74 of the Act read with relevant rules thereunder}

The Company neither has accepted or renewed any deposits nor has any outstanding deposits during the Financial Year under review.

{Pursuant to Section 124 & 125 of the Act read with relevant Rules thereunder}

The Company is in compliance with the above provisions of the Act and Rules related to IEPF. The details of compliances are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

(iv) Changes in Share Capital

During FY 2023-2024, the Company has not altered/modified its authorized share capital and also has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its Directors or employees.

Further, as on 31^st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as at 31^st March, 2024 continues to stand same as per previous financial year with no changes as per the details below:

{Pursuant to Section 148(1) of the Act read with relevant rules thereunder}

In compliance with the above provisions, the Company ensures the preparation and maintenance of cost records of the Company on annual basis, the cost audit of which was carried by the Cost Accountants of the Company, M/s. K. V. Melwani & Associates, Ahmedabad.

{Pursuant to Section 186 of the Act read with relevant rules thereunder}

The details of loans granted, guarantees given and investments made during the FY 2023-2024 as covered under the above provisions are provided in the notes to the Financial Statements which forms an integral part of this Annual Report.

(vii) Listing of the Company

The Equity Shares of the Company continues to be listed on "BSE Limited" since 25^th March, 1996 and at "The National Stock Exchange of India Limited" since 25^th November, 2010. The annual listing fees for the FY 2024-2025 has been duly paid to these Stock Exchanges.

Further the Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the FY 2023-2024 & FY 2024-2025 has also been paid.

(viii) Adherence to Statutory Compliances

During the FY 2023-2024, the Company had complied with all the applicable statutory compliances of the Act, the SEBI (LODR) Regulations, 2015, Secretarial Standards issued by ICSI and other laws, provisions and Acts as may be applicable to the Company from time to time.

(ix) Significant and Material Orders Passed By the Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future, during the FY 2023-2024.

(x) Application under the Insolvency and Bankruptcy Code, 2016

During FY 2023-2024, your Company has neither made any application nor were any proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended on 31^st March, 2024.

(xi) Details of settlement done with Banks or Financial Institutions

During the FY 2023-2024, there is no such settlement done with any Banks and Financial Institutions.

35. ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors extends their sincere acknowledgement and appreciation to the Banks, Financial Institutions, Central and State Governments, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory Authorities for their invaluable support, collaboration, and contributions towards the success and growth of the Company.

The Board of Directors also places on record their sincere gratitude and appreciation to the Management, Directors, its valued customers, Business Associates, Consultants, vendors, service providers, Shareholders, investors and all the stakeholders for their persistent faith, unstinted commitment, co-operation and continued support.

Further, the Board of Directors extends heartfelt gratitude and appreciation to all employees for their dedication, hard work, and commitment to the Company's goals. Their efforts are integral to our achievements and growth, and we value their contributions immensely.

Your Directors very warmly thank every Member of the Jindal family for their contribution to Company's performance. We applaud them for their superior levels of competence, continuous dedication and commitment towards Company and making the Company what it is today. Their enthusiasm and untiring efforts have enabled the Company to scale new heights and to built a stronger tomorrow.

As the Company is approaching the new FY 2024-2025 it is confident that it will be able to overcome all the challenges that come its way with a vision of being one of the largest textile Company in the world.