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JINDAL POLY FILMS LTD.

27 February 2026 | 12:00

Industry >> Packaging & Containers

Select Another Company

ISIN No INE197D01010 BSE Code / NSE Code 500227 / JINDALPOLY Book Value (Rs.) 914.80 Face Value 10.00
Bookclosure 23/09/2025 52Week High 730 EPS 25.07 P/E 24.58
Market Cap. 2698.78 Cr. 52Week Low 365 P/BV / Div Yield (%) 0.67 / 0.96 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors present this 51st Annual Report of Jindal Poly Films Limited ("the Company") on the business and
operations of the Company together with Audited Financial Statements for the financial year ended 31st March 2025.

1. SUMMARY OF FINANCIAL RESULTS

The Standalone and Consolidated Financial Results for the financial year under review are given below:

(Rs. in Lakh, except EPS)

Standalone

Consolidated

Particulars

Year Ended

Year Ended

31st March 2025

31st March 2024

31st March 2025

31st March 2024

Total Income from Operations

67,122

54,317

5,33,494

3,92,557

Other income

46,016

49,642

40,743

47,793

Profit before finance cost, depreciation and tax

45,457

52,402

67,573

47,610

Finance Cost

4,462

5,007

36,049

17,100

Depreciation

5,239

6,000

22,278

21,416

Net Profit for the period

(before Tax, Exceptional and Extraordinary Items)

35,756

41395

9,246

9,094

Exceptional Items gain / (loss)

11,046

-

5 ,474

-

Net Profit for the period before Tax

46,803

41,395

14,720

9,094

Total Tax (including Current Tax,
current tax adjustment and Deferred Tax)

8,478

10,195

3,219

1,945

Net Profit for the period

38,324

31,200

10,979

7,150

Total Comprehensive Income for the period
(Comprising Profit for the period (after Tax) and
Other Comprehensive Income (after Tax)attributable
to Equity Holders of the parent

38,347

31,216

12,308

6,737

Paid up Equity Share Capital (Face Value of
Rs.10/- each)

4,379

4,379

4,379

4,379

Earnings Per Share (EPS) (of INR. 10/- each)
on Net Profit (Not annualised)- Basic and Diluted

87.53

71.25

25.08

16.33

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') has 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 31st March 2025, includes the Profit and Loss Account
for the Subsidiaries/ Associates for the Financial Year ended 31st March 2025. (Refer
Form AOC - 1 attached as
Annexure- I to Board report).

In accordance with the third prov'so 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

Performance of the Company is given in Summary of Financial Results which are self-explanatory.

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 31st March 2025, 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 continue to be a material subsidiary within our corporate structure based on
audited financial statements as on 31st March, 2025. The Company was incorporated on 24th 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 29th 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.

On May 21, 2025, in abovesaid Company, a fire occurred at the Company's plant located in Nashik, Maharashtra,
resulting in damage to substantial property, plant and equipment, as well as inventories etc. Due to this, Plant
operation was suspended for a short period. Consequent to the fire, there has been limited access to the damaged
buildings and equipments and hence the assessment of actual damage/ loss could not be completed. However,
the Company is taking necessary steps to assess the potential loss and accordingly, necessary adjustments of loss
will be recognized in the books of accounts in the subsequent periods after the completion of assessment.

INVESTMENT IN ENERLITE SOLAR FILMS INDIA PRIVATE LIMITED

The Company is holding 33.05% of paid-up equity share capital of Enerlite Solar Films India Private Limited
(hereinafter referred as Enerlite) associate of the Company as on 31st March, 2025. The Board of your Company
at its meeting held on 30th April, 2025 has approved to make further investment in Enerlite to acquire shares
from the ex'sting shareholders. After acquisition of shares, the Enerlite has become subsidiary of the Company.
Transactions has been done on arm length basis. Enerlite manufactures high-quality solar encapsulation film in
India having manufacturing facilities at Nasik, Maharashtra.

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 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 w'th them holds 74.55% of Total Equity Share Capital of the Company as on 31st March 2025.

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 5.90 per equity share of INR 10 (Rupees Ten each) (59%)
for the financial year ended 31st March 2025. 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, w'll 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 31st March 2025, the Gross Fixed Assets including intangible assets stood at INR 1,53,627.18 Lakhs and Net
Fixed Assets stood at INR 93,204.91 Lakhs. Additions during the year amounted to INR 708.58 Lakhs.

10. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually
strives to foster strong trust and relationships w'th 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.

11. RISK MANAGEMENT

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 w'th 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.jindalpolv.com/Uploads/image/437imguf JindalPolvUpdatedRMCPolicv.pdf.

12. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and
employees in conformation w'th 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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)S

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) 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 14th August 2024. Apart
from above there is no other material reason for his resignation.

• Mr. Prakash Matai (DIN 07906108) appointed by the Board of Directors as an Additional Director of the
Company in the category of Non-executive Director on 14th August, 2024 and who holds office up to
the date of the forthcoming Annual General Meeting of the Company. The Members of the Company
confirmed appointment of Mr. Prakash Matai in their Annual General Meeting held on 30.09.2024.

• 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. Sanjeev Saxena, Director (DIN: 07899506),
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.

c) Status of Other Directors

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

• Mr. Sanjeev Aggarwal (DIN: 00006552) holds the position of Independent Director of the Company.
He was appointed at the Annual General Meeting held on 30th September, 2021 for his first term of
Independent Director commenced on 1st October, 2021 to 30th September 2026.

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.

14. NUMBER OF MEETING OF BOARD OF DIRECTORS

Throughout the year 09 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.

15. COMMITTEE DETAILS

1.1. AUDIT COMMITTEE

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.

1.2. NOMINATION & REMUNERATION COMMITTEE

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.

1.3. STAKEHOLDERS' RELATIONSHIP COMMITTEE

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.

1.4. RISK MANAGEMENT COMMITTEE

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.

1.5. FINANCE COMMITTEE

Finance Committee has been constituted by the Board of Directors to deal with matters as specified by the
Board from time to time.

16. POLICY ON BOARD DIVERSITY

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.

17. STATEMENT OF BOARD OF DIRECTORS

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.

18. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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, functions, 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 w'th 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 w'th the CFO & Company Secretary and others, 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/download-reports.

19. PERFORMANCE EVALUATION OF THE BOARD AND ITS' COMMITTEES DIRECTORS

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.

20. DIRECTORS' RESPONSIBILITY STATEMENT

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 w'th 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.

21. REMUNERATION POLICY

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/download-reports.

22. DIVIDEND DISTRIBUTION POLICY

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/download-reports.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.jindalpolv.com/download-reports.

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.

24. AUDITORS

a) Statutory Auditors

At the 48th 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 48th AGM till the conclusion of 53rd 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 2024-25 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 Auditor's 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 for the financial year 2024-25
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.

Pursuant to the requirements under Section 204 of the Companies Act, 2013 and amendments made in
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed
to appoint M/s. DMK Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to
conduct secretarial audit for one term of 5 (five) consecutive years from financial year 2025-26 to financial
year 2029-30 and also to undertake other permissible services, subject to approval of the Shareholders at the
ensuing Annual General Meeting, at remuneration of Rs. 2 lacs per annum excluding out-of-pocket expenses
and applicable taxes or such other amount as may be mutually agreed with the Secretarial Auditors from time
to time. A consent letter along with peer review certificate bearing number 6896/2025 has been received from
M/s. DMK Associates, Practicing Company Secretaries, for their appointment as Secretarial Auditors of the
Company.

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, Mr. Gaurav Jain, 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 re-appointed Mr. Gaurav Jain, Chartered Accountant, as Internal Auditor for conducting
the Internal Audit of the Company for the financial year 2025-26.

25. SECRETARIAL STANDARDS

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

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

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 44 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 under review, 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/download-reports.

27. INTERNAL FINANCIAL CONTROLS SYSTEMS

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.

28. PUBLIC DEPOSITS

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.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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.

31. INDIAN ACCOUNTING STANDARDS, 2015

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.

32. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in nature of Business of the Company during the period 2024-25.

33. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

34. EXTRACT OF ANNUAL RETURN

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 31st March
2025 is available on the website of the Company at https://www.jindalpoly.com/download-reports .

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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 given are covered in the notes to the Financial
Statements.

36. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

37. EMPLOYEE STOCK OPTION, SWEAT EQUITY AND EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differential
voting rights during the year 2024-25.

38. PARTICULARS OF EMPLOYEES AND REMUNERATION

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_'poly@
Jindalgroup.com.

39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 AND THE MATERNITY BENEFIT ACT, 1961.

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 2024-25.

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employees
are granted maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing
breaks and protection from dismissal during maternity leave. No instances of non-compliances were observed
during the review period.

40. CASH FLOW ANALYSIS

In compliance with the prov'sions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for
the year ended 31st March 2025 forms part of this Annual Report.

41. INDUSTRIAL RELATIONS

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

42. SAFETY, HEALTH AND ENVIRONMENT MEASURES

Protection of the envronment 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, max'mize
recycle, reduce waste, discharges and emissions.

43. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under rev'ew, 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.

44. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no other material changes / commitments affecting the financial position of the Company or that may
require disclosure, between 31st March 2025, and the date of Board's Report.

45. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no case pending against the Company pursuant to the prov'sions of the Insolvency and Bankruptcy Code,
2016.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such event has occurred during the year under rev'ew.

47. SCHEME OF ARRANGEMENT

The Board of Directors of the Company in their meeting held on 14th August, 2025 has considered and approved a
Scheme of Arrangement between Jindal Poly Films Limited (Demerged Company) and Global Nonwovens Limited
(Resulting Company) and their respective shareholders and creditors, in terms of the prov'sions of sections 230
to 232 read with section 66 and other applicable prov'sions, if any, of the Companies Act, 2013. The Scheme of
Arrangement proposes to demerge Nonwoven Fabrics Business division of Jindal Poly Films Limited with and into
Global Nonwovens Limited on a going concern basis. The requisite information's are also available on the website
of the Company, i.e., https://www.jindalpoly.com and at the websites of Stock Exchanges at www.bseindia.com
and www.nseindia.com.

48. ACKNOWLEDGEMENT

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 achievng 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.

For and on Behalf of Board of Directors

Date: 5th September, 2025

Place: Gurugram Sd/- Sd/-

Vijender Kumar Singhal Rathi Binod Pal

Whole-Time Director & CFO Director

DIN:09763670 DIN: 00092049