Jindal Poly Films Ltd

* The standalone financial results of F.Y. 2023-24 are not comparable with F.Y. 2022-23 as the Packaging Films business of the Company was transferred to JPFL Films Private Limited , a Subsidiary Company w.e.f. 02^nd August, 2022.

2. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements in addition to the Audited Standalone Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India is part of this Annual Report. The Consolidated Profit and Loss Account for the period ended 31^st March 2024, includes the Profit and Loss Account for the Subsidiaries/ Associates for the Financial Year ended 31^st March 2024. (Refer Form AOC – 1 attached as Annexure- I to Board report).

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the Consolidated Financial Statements have been placed on the website of the Company in the Annual report section at https://www.jindalpoly.com/download-reports.

3. COMPANY’S PERFORMANCE

No separate comment is given in respect of performance of the Company as standalone financial results are not comparable with F.Y. 2022-23 as the Packaging Films business of the Company was transferred to JPFL Films Private Limited, a Subsidiary Company w.e.f. 02^nd August, 2022.

4. QUALITY MANAGEMENT SYSTEM

Our manufacturing units are certified to the following standards:

• ISO 9001: 2015 - QMS

• ISO 14001:2015 – EMS

• ISO 45001:2018 – HEALTH & SAFETY

• ISO 13485:2016 – QMS FOR MEDICAL DEVICE

• OEKO-TEX

• EDANA -QAP

• SEDEX

• ECOVADIS

• CYBERVADIS

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31^st March 2024, the Company has Nine (9) Subsidiaries and Two (2) Associate Companies. Companies which have become or ceased to be Company’s Subsidiaries, Joint Venture or Associate Companies, specifics of which can be found in the AOC-1 report, attached as Annexure I to this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries, a complete set of same, along with subsidiary-specific audited accounts and pertinent documentation, is accessible on the Company’s website https://www.jindalpoly.com/download-reports.

JPFL Films Private Limited, subsidiary has gained status as a material subsidiary within our corporate structure. The Company was incorporated on 24^th October, 2018 with the name of J & D Specialty Films Pvt. Ltd. at New Delhi and subsequently name of the Company was changed to JPFL Films Private Limited. M/s Singhi & Co. Chartered Accountants is Statutory Auditors of the above said Company and was appointed on 29^th September, 2022. In order to provide clear parameters for such categorization, the Company has devised and implemented a rigorous policy to ascertain what constitutes ‘material’ subsidiaries. This policy is publicly available and can be reviewed on our Company website at https://www.jindalpoly.com/Uploads/image/112imguf_MaterialSubsidiary-Policy.pdf. During the year, Honble National Company Law Tribunal (NCLT), Mumbai Bench vide their order dated August 04, 2023 sanctioned the scheme of Amalgamation between SMI Coated Products Pvt Ltd (Transferor Company) and its holding company Jindal Polypack Limited (Formerly known as Jindal Labelling Ltd) (Transferee Company) w.e.f. appointed date May 02, 2022. Subsequently name of Jindal Poly Pack Limited was changed to Jindal SMI Coated Products Ltd w.e.f 12th December, 2023

During the year, the Company acquired 100% shareholding of JPF Netherlands Investment B.V., a Netherland based entity, which is engaged into the business of packaging films business through its three operational wholly owned subsidiaries based out in France, Italy, and United Kingdom. These operational entities are into the business of manufacturing of specialty, nylon, coated and metalized films and laminates. The products are mainly used as flexible packaging in foods, pharma, and luxury industry. The acquisition of said entity stands completed on 21^st July 2023 and it has become the Wholly owned subsidiary of the Company w.e.f. said date.

Investment in the Solar-Power Project

The Board of your Company at its meeting held on 14^th August, 2024 has approved to make investment in the Solar-Power Project for captive consumption through the establishment of Special Purpose Vehicles (SPV) namely AMPYR Renewable Energy Resources Twelve A Private Limited, with an proposed investment amount to the extent of INR 20 crores. Upon making of above investment the said SPV would become Associate of your Company.

6. SHARE CAPITAL

During the year under review, the Company’s issued, subscribed and paid-up equity share capital, stood at INR 43,78,64,130 divided into 43,786,413 equity shares of INR 10/- each. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has also not issued any shares with differential voting rights or sweat equity shares.

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges. The Promoters and Persons acting in concert with them holds 74.55% of Total Equity Share Capital of the Company as on 31^st March 2024.

7. TRANSFER TO RESERVES

The Company has not transferred any funds to General Reserves out of the amount available for appropriation.

8. DIVIDEND

The Board of Directors has recommended a dividend of INR 5.50 per equity share of INR 10 (Rupees Ten each) (55%) for the financial year ended 31^st March 2024. Dividend is subject to approval by shareholder at the ensuing Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the Shareholder at the applicable rates. The Company shall, accordingly, make the payment of Final Dividend after deduction of Tax at Source. Regarding the details of procedure for declaration & payment of dividend, shareholders are requested to refer to the Notice of the Annual General Meeting.

9. CAPITAL EXPENDITURE (STANDALONE)

As on 31^st March 2024, the Gross Fixed Assets including intangible assets stood at INR 1,53,022.58 Lakhs and Net Fixed Assets stood at INR 1,00,617.84 Lakhs. Additions during the year amounted to INR 4,794.55 Lakhs.

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually strives to foster strong trust and relationships with its shareholders, employees, customers, suppliers, and other stakeholders. Our dedication to transparency and accountability is reflected in the comprehensive Corporate Governance section included in the Directors’ Report of our Annual Report. This section encompasses the adherence to Corporate Governance norms as prescribed in the Listing Regulations 2015, which is further certified by a Practicing Company Secretary.

Furthermore, the Whole-Time Director provides a declaration affirming compliance with the Company’s ‘Code of Conduct,’ emphasizing our unwavering commitment to ethical practices.

By adhering to these robust measures, your Company ensures the promotion of effective Corporate Governance practices, fostering a culture of integrity and responsible decision-making throughout the organization.

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company’s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks.

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has developed a Risk Management Policy for the purpose of identification and monitoring of such risk, that can be accessed on the Company’s website at https://www.jindalpoly.com/Uploads/image/437imguf_JindalPolyUpdatedRMCPolicy.pdf.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformation with Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations 2015, to report concerns about unethical behaviour. This policy is available on the Company’s website at https://www.jindalpoly.com/Uploads/image/125imguf_WHISTLEBLOWERPOLICY.pdf. During the year under review, there was no complaint received under this mechanism.

The Company’s Board consists of a skilled team, comprising both executive and non-executive directors. They bring a diverse range of knowledge and expertise to guide the Company’s strategic decisions and achieve its business objectives while looking out for the interests of stakeholders.

During the year under review, the non-executive directors had no financial relationships with the Company, except for receiving sitting fees, possible advisory fees, and reimbursement for meeting-related expenses. The Composition of Board is in conformity with the applicable provisions of Act and Listing Regulations. a) Chairman

• Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regular Chairman of the Board. b) Changes to the Board during the year and KMPs Positions:

• Mr. Devinder Kumar Rithaliya (DIN: 01417408) in Board meeting dated 09^th August 2023 appointed as an Additional Whole-Time Director, subject to approval of the shareholders of the Company, later on Shareholders confirmed his appointment at the Annual General Meeting held on 29^th September, 2023. Mr. Devinder Kumar Rithaliya stepped down as Director of the Company, due to the reason that he is moving in some other role within the B.C. Jindal Group in other Companies, hence tendered his resignation from office of Director and ceased to be director w.e.f 14^th August 2024. Apart from above there is no other material reason for his resignation.

• Mr. Punit Gupta (DIN: 00011483), appointed as a Non-Executive Director effective 15^th October 2022, subsequently resigned from the said position on 09^th August 2023, due to personal reasons.

• On 15^th March 2024, Ms. Vaishali Singh (ACS- 15108) resigned from the position of Company Secretary & Compliance Officer due to personal reasons. Mr. Ashok Yadav, Company Secretary by profession (ACS- 14223), has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 18^th March 2024.

• Mr. Prakash Matai (DIN 07906108) appointed by the Board of Directors as an Additional Director of the Company on 14^th August, 2024 and who holds office up to the date of the forthcoming Annual General Meeting of the Company and who is recommended to be appointed as Director of the Company in the category of Non-executive Director.

• The Act mandates that at least two–third of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr. Rathi Binod Pal, Director (DIN: 00092049), Non-Executive Director being the longest in the office among the directors liable to retire by rotation, retire from the Board this year and being eligible, has offered himself for re–appointment in the Annual General Meeting of the Company.

• Ms. Sonal Agarwal (DIN: 08212478) has been duly re-appointed as an Independent Director of the Company, in accordance with the resolution passed through the Postal Ballot dated 20^th July 2023. Her second term commenced on 28^th August 2023 and will conclude on 27^th August 2028.

• Mr. Sanjeev Aggarwal (DIN: 00006552) holds the position of Independent Director of the Company. d) Independent Director’s Declaration

All Independent Directors have submitted declarations affirming their independence. They have confirmed their compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Throughout the year 08 Board meetings were conducted in respect of which proper notices agenda and relevant annexures were given and the proceedings were properly recorded. Insights of these Board meetings, along with the Directors’ attendance records, can be found in the accompanying Corporate Governance Report within this Annual Report.

The Audit Committee’s composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. For details of the meetings of the Audit Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

The Nomination & Remuneration Committee’s (NRC) composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015. For details of the meetings of the NRC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

The Stakeholders’ Relationship Committee’s (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015. For details of the meetings of the SRC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

The Risk Management Committee’s (RMC) composition meets with requirements of Regulation 21 of the Listing Regulations, 2015. For details of the meetings of the RMC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

Recognizing the vital role of Board diversity in its success, your Company actively seeks a broad array of expertise encompassing financial acumen, global business understanding, leadership, technological insight, mergers & acquisitions knowledge, strategic planning, sales, marketing, and ESG norms. The Board’s diversity policy encapsulates this approach.

The Nomination and Remuneration Committee, tasked with reviewing Board composition, recommends new director appointments and oversees annual reviews of Board effectiveness. The Committee has formalized a policy promoting Board diversity, fostering a rich and varied array of directorial insights.

The Board of Directors of the Company are of the opinion that the Directors of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same. The induction programme includes:

1) For each Director, a one-to-one discussion with the Chairman and Managing Director to familiarise the former with the Company’s operations.

2) An opportunity to interact with the CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarization programme may be accessed on the Company’s corporate website at https://www. jindalpoly.com/Uploads/image/483imguf_JPFL_FAMILIARIZATION-PROGRAMME-FOR-ID-FY23(2).pdf.

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the Chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition.

• Structure and responsibilities thereof.

• Ethics and Compliance.

• Effectiveness of Board processes.

• Participation and contribution by members.

• Information and functioning.

• Specific Competency and Professional Experience /Expertise.

• Business Commitment & Organizational Leadership.

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose. The results of such evaluation are presented to the Board of Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures. ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that 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. they have taken proper and sufficient care to the best of their knowledge and ability, 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. iv. they have prepared the annual accounts on a going concern basis. v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and vi they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Remuneration Policy, inter-alia, includes remuneration structure & components, etc. of the Directors, KMPs and other senior management personnel of the Company. The Remuneration Policy contains provisions about the payment of fixed & variable components of remuneration to the Whole-Time Director and payment of sitting fee & commission to the non- executive Directors and describes fundamental principles for determination of remuneration of senior management personnel and other employees.

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Company has formulated a Remuneration Policy which is available at Company’s website https://www.jindalpoly. com/Uploads/image/115imguf_Remuneration-Policy.pdf.

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a dividend distribution policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members. The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The policy is available on the website of the Company under ‘Investor Relations’ section at https://www.jindalpoly.com/Uploads/image/337imguf_JPFLDividend-Distribution-policy.pdf .

As a constituent of B.C. Jindal Group, your Company’s commitment to Corporate Social Responsibility (CSR) and societal sustainable development is unwavering. A specialized CSR Committee ensures every Board decision considers its social and environmental implications. Our adherence to Section 135 of the Companies Act, 2013, and the CSR Policy Rules, 2014, is demonstrated through the implementation of a comprehensive CSR policy. This policy, accessible on our website at the https://www.jindalpoly.com/Uploads/image/442imguf_ JPFLCSRPolicy_16.02.2023.pdf , guides our CSR initiatives.

The CSR section of this Annual Report meticulously documents our year’s initiatives. Compliance with the CSR Policy Rules, 2014 is outlined in a detailed report in Annexure - II. For additional CSR Committee details, please refer to the enclosed Corporate Governance Report.

At the 48^th Annual General Meeting (AGM), the Members of the Company approved the reappointment of Singhi & Co. Chartered Accountants, as Statutory Auditors of the Company for a second term of five years from the conclusion of 48^th AGM till the conclusion of 53^rd AGM of the Company to be held in the year 2027, to examine and audit the accounts of the Company.

The Auditors’ Report and Notes on Accounts for the financial year 2023-24 are self-explanatory and therefore do not call for any further comments. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013. b) Secretarial Auditors

In pursuance of the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations 2015, the Board of Directors of the Company had appointed M/s DMK Associates, Practicing Company Secretaries for conducting secretarial audit of the Company for the financial year 2024-25. Further pursuant to Regulation 24A of SEBI (LODR) Regulations 2015, Secretarial Audit in respect of the Company and JPFL Films Private Limited, unlisted material subsidiary of the Company has also been done by M/s DMK Associates, Practicing Company Secretaries.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditor in Secretarial Audit Reports that may call for any explanation from the Directors. The said Secretarial Audit Reports are annexed as Annexure - III to this Report.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013. c) Cost Audit

The Company had transferred its Packaging Films Business through Business Transfer Agreement to JPFL Films Private Limited, a subsidiary of the Company on 02nd August 2022. Subsequent to this transition, the Harmonized System Nomenclature (HSN) code associated with our remaining manufacturing operations, specifically pertaining to non-woven fabrics, is not enumerated within the ambit of ‘specified goods’ as specified by the Central Government. Consequently, the Company now stands exempt from the mandates of cost audit as prescribed under Section 148 of the Companies Act 2013. d) Internal Auditors

During the year under review, M/s B.K. Shroff & Co, Chartered Accountants conducted internal audit of the Company. Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, the Board had appointed Mr. Gaurav Jain, Chartered Accountant as Internal Auditor for conducting the Internal Audit of the Company for the financial year 2024-25.

During the year, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arm’s length basis. The details of the Related party transactions (RPTs) as required under Accounting Standard are set out in Note 41 to the Standalone Financial Statements forming part of this Annual Report. No Material Related Party Transactions, i.e., Transactions amounting to ten percent or more of the annual consolidated turnover as per the last Audited Financial Statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC – 2 is not applicable.

During the year 2023-24, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms’ length and were in the ordinary course of business. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company’s website at https://www.jindalpoly.com/ Uploads/image/114imguf_Policy-on-Related-Party-Transactions.pdf .

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial control is designed to ensure that the financial and other records are reliable for preparing Financial Statements and other data, and for maintaining accountability of persons. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System.

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to regulations 34 of the Listing Regulations, Management’s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

In today’s world, enterprises are recognized as pivotal elements of our social system. They hold a responsibility not only to their shareholders in terms of revenue and profitability, but also to the wider society which equally stands as a stakeholder.

The Business Responsibility and Sustainability Report (BRSR) serves to disclose the Company’s performance in alignment with the nine principles of the "National Guidelines on Responsible Business Conduct" (NGRBCs). According to SEBI Circulars, the compilation and submission of the BRSR is compulsory for the top one thousand listed companies based on market capitalization, a criterion your Company comfortably meets. The BRSR detailing the Company’s initiatives from an environmental, social, and governance standpoint, formatted as mandated by SEBI, is annexed to this Report.

The annexed Financial Statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

The Company had transferred its Packaging Films Business through Business Transfer Agreement to JPFL Films Private Limited, a subsidiary of the Company during the FY 2022-23. Apart from above there is no change nature of Business of the Company.

In accordance with Section 125 of the Companies Act, 2013, the Company has been transferring relevant amount of unpaid or unclaimed amounts and shares that have exceeded a seven-year period, to the Investor Education and

Protection Fund (IEPF) on their respective due dates.

As stipulated by the Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016, the Company has made the details of the unclaimed and unpaid amounts currently held by the Company available on the Ministry of Corporate Affairs’ website. Shareholders are encouraged to review the Notice of the Annual General Meeting for details on the amounts and respective shares projected to be transferred to the IEPF in the forthcoming year.

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in the prescribed form as on 31^st March 2024 is available on the website of the Company at https://www.jindalpoly.com/download-reports .

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

Information pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchange earnings and outgo is given by way of Annexure- V to this Report.

The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differential voting rights during the year 2023-24.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure IV. Disclosures pertaining to remuneration and other details as required under Section

197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014) Having regard to the provisions of the first proviso to Section 136(1) of The Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary at cs_jpoly@ Jindalgroup.com.

The Company has in place a policy on prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. There was no complaint received from any employee during the financial year 2023-24.

In compliance with the provisions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year ended 31^st March 2024 forms part of this Annual Report.

During the year under review, harmonious industrial relations were maintained in your Company.

Protection of the environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as takes additional measures considered if necessary, to prevent pollution, maximize recycle, reduce waste, discharges and emissions.

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company’s operations in future.

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between 31^st March 2024, and the date of Board’s Report.

Pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016, there was one case pending against the Company in NCLT Allahabad filed by an operational creditor. This matter has already dismissed by NCLT Allahabad. Against the Order of Allahabad NCLT, the party has filed appeal before NCLAT which is pending for adjudication. The matter is sub judice and there is no material impact of this case on the Company.

No such event has occurred during the year under review.

Your directors would like to sincerely express their gratitude to the financial institutions, banks, and various state and central government authorities for their invaluable cooperation extended to the Company. They also wish to extend their heartfelt thanks to our shareholders, customers, suppliers, and distributors for the unwavering confidence they have placed in the Company. The dedication and contributions of our employees have been instrumental in achieving our remarkable results. Our directors take this opportunity to express their deep appreciation to them and encourage them to uphold their commitment to excellence in the years ahead.