Jindal Drilling & Industries Ltd

To the Members,

Your Directors are pleased to present the 40^th Annual Report, together with the Audited Financial Statements for the financial year ended March 31, 2024.

Total income of the Company during the year was Rs. 645.99 Crores as against Rs. 559.07 Crores in the previous year. The Company earned net profit of Rs. 114.09 Crores as against Rs. 111.83 Crores in the previous year.

During the year, Company operated 2 Jackup Rigs for full year, 1 Jackup Rig for ten months, 1 Jackup Rig for 8 months and 1 Jackup Rig for five months. Apart from this 8 Directional Drilling Sets and 16 Mud Logging Sets on an average basis operated during the year.

There is no change in the nature of business of the Company during the year.

Your Directors are pleased to recommend dividend of Rs. 0.50/- (i.e. 10%) per equity share of Rs. 5/- each, for the year ended 31st March, 2024, subject to the approval of the members at the ensuing Annual General Meeting.

Your Company has a Dividend Distribution Policy, in compliance with the Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 ("Listing Regulations").The Policy is available on the Company's website : www.jindal.com/jdil/pdf-new/Dividend-Distribution-Policy.pdf. In terms of the Policy, equity shareholders of the Company may expect dividend if the Company has surplus funds after taking into consideration relevant internal and external factors enumerated in the Policy for declaration of dividend.

During the year, no amount is proposed to be transferred to the General Reserve.

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013 ("the Act") read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS- 110 on Consolidated Financial Statements read with Ind AS- 27 on Interest in Joint Ventures. The Audited Consolidated Financial Statements along with Auditors' Report thereon forms part of this Annual Report.

Your Company has two Joint Venture Companies namely, Discovery Drilling Pte. Ltd. (DDPL), Singapore and Virtue Drilling Pte. Limited (VDPL), Singapore.

During the year Mr. Raghav Jindal was re-appointed as Managing Director for a period of 5 years w.e.f. 13^th August, 2023. Mr. Shiv Kumar Singhal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Tenure of Mr. Vijay Kaushik and Mrs. Saroj Bhartia as Independent Director is expiring on 25^th September, 2024. The Board proposes to appoint Mr. Pattamadai Natarajasarma Vijay and Mrs. Sarita Agrawal as Independent Directors, w.e.f. 26^th September, 2024 subject to approval of shareholders. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Mr. Saurabh Agrawal, Company Secretary and Compliance Officer had resigned w.e.f 12^th May, 2023. Mr. Pawan Kumar Rustagi was appointed as Company Secretary w.e.f. 1^st November, 2023 and ceased to hold the position on 31st January, 2024. Mr. Binaya Kumar Dash was appointed as Company Sectretary & Compliance Officer w.e.f. 1^st February, 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31^st March, 2024, were Mr. Narayan Ramaswamy, Chief Executive Officer, Mr. Pawan Kumar Rustagi, Chief Financial Officer and Mr. Binaya Kumar Dash, Company Secretary.

During the year 2023-24, 5 (Five) meetings of the Board of Directors were held. Details of meetings are given in the Corporate Governance Report, which forms part of this Report.

Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company : www.jindal.com

In compliance with the requirements of the SEBI Listing Regulations, the Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization Programme are provided in the Corporate Governance Report and also available on the website of the Company : www.jindal.com/jdil/pdf-new/ Details-of-Familiarization-Programmes.pdf

In terms of the requirements of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has a structured assessment process for evaluation of performance of the Board, its Committees and individual performance of each Director including the Chairman. The evaluations are carried out in a confidential manner and the Directors provide their feedback by rating based on various parameters. The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole, the Chairman of the Company after taking into account the views of other Non Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The overall performance evaluation exercise was completed to the satisfaction of the Board.

The salient features of Company's Policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this Report.

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, is liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2015-16 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company JDIL Investor Relation - Unclaimed and Unpaid Dividend / IEPF (www.jindal.com) Shareholders are requested to get in touch with the RTA/Company for encashing the unclaimed dividend/principal amount, if any, standing to the credit of their account.

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All working sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continued to be top priority at working sites. The Company's business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc. The Board has constituted Risk Management Committee at its meeting held on 21st May, 2024 pursuant to applicable provisions of Listing Regulations.

Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company's risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks.

As per the provisions of Section 134(5)(e) of the Companies Act, 2013 the Company has in place adequate Internal Financial Controls with reference to the Financial Statements. Audit Committee periodically reviews the adequacy of internal financial controls.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed and there are no material departures; (ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period; (iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Annual Accounts for the year ended 31^st March, 2024 have been prepared on a going concern basis. (v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website i.e. www.jindal.com/jdil/pdf-new/Annual-Return-2023.pdf

The Audit Committee of the Company consists of Mr. Vijay Kaushik, Chairman, Mr. D. P. Jindal and Mrs. Saroj Bhartia as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, including Part C of Schedule II of SEBI Listing Regulations.

The Company has implemented Vigil Mechanism / Whistle Blower Policy and the oversight of the same is with Audit Committee of the Company. The policy inter-alia provides that any Director, Employees, Stakeholders, who observe any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or directly to the Managing Director of the Company, as the case may be. The said policy has been disclosed on the Company's website under the web link http://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf.

The Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The salient feature of CSR Policy is given in Annual Report on CSR annexed to the Report and Complete CSR Policy may be accessed on Company's website at https://www.jindal.com/jdil/pdf/CSR%20Policy%20JDIL.pdf The details of composition of the CSR Committee, the number of meetings held and attendance of the Committee members are provided in the Corporate Governance Report, which forms part of this Report.

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure to this Report.

During the year, the Company has granted loans/advances under the provisions of Sec.186 of the Act. The Particulars of loans, guarantees and investments have been disclosed in notes forming part of the Standalone Financial Statements of the Company.

All contracts/ arrangements/transactions entered into by the Company with related parties during the year were in the ordinary course of business and on an arm's length basis. Therefore the disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

Corporate Governance Report along with Auditors' Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Preventions, Prohibition and Redressal) Act, 2013. Disclosures in relation to the said act; a. number of complaints filed during the financial year-NIL b. number of complaints disposed of during the financial year-NIL c. number of complaints pending as on end of the financial year-NIL

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Kanodia Sanyal & Associates, Chartered Accountants; (FRN-008396N), were appointed as Statutory Auditors of the Company from the conclusion of 38^th Annual General Meeting of the Company until the conclusion of 43^rd Annual General Meeting.

The Auditor's Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

The Board had appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in Practice to conduct Secretarial Audit for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the year ended 31^st March, 2024 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly followed by the Company.

The Company has not accepted any deposits from Public within the meaning of the directives issued by the Reserve Bank of India, provisions of section 73 to 76 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

A Statement containing Particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed with this Annual Report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) read with Rule 5(3) of the aforesaid Rules forms part of this Report. However, in terms of second proviso of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, at the Corporate Office of the Company.

Maintenance of cost records, as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and records are not being maintained. Hence, the appointment of Cost Auditors is not applicable to the Company.

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, detailing various initiatives taken by the Company on environmental, Social and governance fronts is forming part of this Report.

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31^st March, 2024 and till the date of this Report.

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company www.jindal.com.

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit committee under Section 143(12) of the Companies Act, 2013.

Your Company maintains a website www.jindal.com, where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI Listing Regulations has been provided.

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, GAIL, Banks & Financial Institutions and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

For & on behalf of the Board of Directors

Place : New Delhi Chairman Dated : 29th July, 2024 DIN: 00405579