The Board of Directors are pleased to present the 18^th Annual Report along with the Audited Financial
Statements of the Company for the financial year ended 31st March 2025.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2025, is summarized
below: (Rs. in Lacs)

2. REVIEW OF OPERATIONS

During the Financial Year, on standalone basis the Company achieved Gross Revenue of ?369.82
lacs as against ?320.81 lacs achieved during the previous year and on consolidated basis the
company had achieved Gross Revenue of ?230925.95 lacs as against ?258613.56 lacs achieved
during the previous year. The net profit (losses) after tax on standalone basis for the Financial Year is
? 28.47 lacs as compared to ?17.19 lacs in the previous year and on consolidated basis (?2442.99)
lacs as compared to ?4703.13 lacs in the previous year.

Water Infrastructure Business:

Your Company's step-down subsidiary i.e. JWIL Infra Limited (“JWIL”) - reported Operational
Revenue of INR 1,838.38 Crores, 15% decline from Operations Revenue of INR 2,164.25 Crores in
FY 2023-24.

JWIL has achieved

a) EBITA of ? 255.12 Crores in FY 2024-25 against ? 200.30 Crores in FY 2023-24, an increase of
27.3%;

b) PBT of ? 186.78 Crores in FY 2024-25 against ? 160.22 Crores in FY 2023-24, an increase of
16.6%;

c) PAT of ? 149.88 Crores in FY 2024-25 against ? 114.16 Crores in FY 2023-24, an increase of
31.3%.

The Net worth of JWIL stood at ? 555.71 Crores as on March 31, 2025. JWIL's Credit rating has
improved to CRISIL -A stable in FY 2024-25.

The key ratios of JWIL are given below:

a) Debt/ Equity at 0.62 (PY 0.94)

b) Gearing Ratio at 17.61% (PY 35.13%)

c) Current ratio at 1.49 (PY1.64)

d) Net Debt at 118.80 Crore (PY ? 198.07 Crore)

JWIL is focused on Automation and Digitalization of processes along with operational efficiency and
has taken various steps to achieve the same. As a company, JWIL is doing selective bidding for new
projects, based on parameters laid down by the Board in this respect. During FY 2024-25, JWIL
has been awarded following orders worth ? 1,428 Crores to cater drinking water supply and STP
requirements:

Ayodhya Project - Uttar Pradesh - ? 207 Crore
NTPC Lara Project - Chhattisgarh - ? 470 Crore
Pirtand Project - Jharkhand - ? 136 Crore
Palamu Project - Jharkhand - ? 557 Crore
Prayagraj STP Project - Madhya Pradesh - ? 58 Crore

JWIL Order book as on 31st March 2025 is ? 3900 Crores, and L1 orders worth ? 4000 Crores. O&M
orders book stood at ? 1000 Crores as on March 31,2025. JWIL has completed Byarma, Patyora
and Guwahati C3 projects during FY 2024-25. JWIL is planning to complete 8 projects during FY
2025-26 viz., Chhitakhudari, Guwahati C1, Ranchi, Nagapattinam, Chidambaram, Sikatia, Nashik
and Isarda.

The subsidiary of JWIL namely JITF ESIPL CETP (Sitarganj) Limited (“JESIPL”) continued to operate
the 4 MLD Common Effluent Treatment Plant (“CETP) at Sitarganj, Uttarakhand, jointly with Eldeco
SIDCUL Industrial Park Limited and achieved Revenue of ? 4.38 Crores during FY 2024-25 against
Revenue of ? 4.55 Crore in FY 2023-24. During the financial year, all industries of the Sitarganj
Industrial Park have been connected to CETP. 15 New Industries have been connected to CETP in
this financial year. In this Financial Year CETP has done various augmentation related to process
for enhancing treatment quality. JESIPL has achieved a benchmark this year by maintaining all the
general parameters within the stipulated range. On the basis of the same, CETP got a Consolidated
Copy of Authorization (CCA) till 31st March 2025 with amended condition of River discharge in
it. JESIPL has conducted an Internal Safety audit/ Internal Audit this year to prepare for better
operations and smooth administration. JESIPL has also received Final Approval from UKPCB for
permission of river discharge. As on date out of 1000 m total length (200 mm dia HDPE pipe) 900 m
has been laid. Further through Online Monitoring System all outlet parameter data of treated effluent
is successfully transmitting to CPCB/ SPCB Portal.

Waste to Energy Business:

JITF Urban Infrastructure Limited (“JUIL”), a step down subsidiary, is the largest WtE developer
in India with portfolio of about 153 MW having a robust footing in Indian Waste to Energy and Waste
Management space with more than 13 years of experience, poised to be the leader in this sector in
the country. During the Financial Year 2024-25, JUIL sustained a strong performance and achieved a
revenue of Rs. 100 Crores against Rs. 87.67 Crores during FY 2023-24 on a standalone basis. JUIL
has created a niche in Indian Waste to Energy (WtE) segment with vast experience of successfully
operating WTE Plant for more than 13 years in adherence of the emission norms set by the Pollution
Control Board.

JUIL has 8 WtE operational and under-construction projects through various Special Project
Companies, amounting to a total capacity of approx. 153 MW. Out of them, Okhla WtE plant with
capacity of 23 MW has generated a revenue of Rs. 85.05 crores during FY 2024-25. It has processed
about 6.3 lakh MT of MSW during FY 2024-25 and converted it into green energy over 170 million

units out of which about 145 million units were exported to the grid, compost over 784 tons and
recyclables above 618 tons. On environment indices, this plant, since its inception, has prevented
around 100 acres of land (considering Landfill height of 20 Meters) to get converted into Landfill and
generation of above 10 million KL of leachate which would have contaminated the ground water by
seepage.

Tehkhand WtE plant with capacity of 25 MW has generated a revenue of ? 103.41 crores during
FY 2024-25. It has processed about 6.4 lakh MT of MSW during FY 2024-25 and converted it into
greener energy over 210 million units out of which about 188 million units were exported to the grid,
recyclables recovered was over 738 tons. On environment indices, this plant, since its inception, has
prevented around 10 acres of land (considering Landfill height of 20 Meters) to get converted into
Landfill.

Guntur WtE plant with capacity of 20 MW is successfully generating power with PLF between 90%
to 100% and exporting to the Grid. Plant has generated a revenue of ? 81.05 Crores during the year.
Plant has processed 3,36,670 MT of MSW and 40,060 MT of RDF during the FY 2024-25 which was
converted into green energy and generated 131.85 million units of power out of which about 116.202
million units was exported to grid. Guntur Plant has treated 41,385 KL of leachate during the year
which would have otherwise caused contamination of Ground water, and the treated water is being
used for green belt development.

Visakhapatnam WtE plant with capacity of 15 MW is successfully generating power with PLF
between 90% to 100% and exporting to the Grid. Plant has generated a revenue of ? 75.63 Crores
during the year. Plant has processed 3,60,666 MT of MSW and 64,915 MT of Refuse Derived Fuel
during FY 2024-25 and converted it into greener energy over 127.034 million units out of which about
110.190 million units exported to the grid. It has also treated 27,345 KL of leachate during the FY
2024-25.

Ahmedabad WtE Plant with capacity of 15 MW was inaugurated during the year. Plant has
generated a revenue of ? 25.50 Crores during the year. This plant is designed to process 1,000
tonnes per day (TPD) of Municipal Solid Waste (MSW), converting it into approximately 15,000 kWh
of electricity daily. Plant has processed 1.60 Lakh MT of MSW and converted it into greener energy
and generated 4,18,10,082.43 units during the year.

Jaipur WtE Plant with capacity of 15 MW was commissioned during the year. The Project comprises
of a Material Recovery Facility with design capacity of handling 1000 TPD of MSW. The plant is
operational satisfactorily with >75% PLF. Plant has supplied electricity of Rs. 15.96 Cr. up to May
2025.

JUIL has been awarded for Waste to Energy project at Nellore and Kakinanda-Rajahmundry
Cluster, Andhra Pradesh and your company has incorporated two Special Purpose Vehicle (SPVs)
Companies for the aforesaid projects respectively.

All your operational Waste to Energy plants have demonstrated robust performance in the last
operational year. They have met their waste handling, energy generation, and compliance targets.
Continued focus on process optimization, infrastructure upgrades, and stakeholder engagement will
ensure sustainable and profitable operations going forward.

3. DIVIDEND

To cater to the working capital requirement, the Board of Directors express that the profits of the
company be retained and therefore, do not recommend any dividend for the Financial Year 2024-25.

4. CHANGES IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business of your Company during the year under review.

5. MATERIAL CHANGES AFFECTING THE COMPANY

Jindal Rail Infrastructure Limited (“JRIL”) has been operational since the year 2012. Due to JRIL
being a new entrant in an already oligopolistic market, without any established record in this field of
business and backward and forward integration, it was continuously incurring losses till financial year
2022-23. Such a scenario deprived JRIL of a level playing field which made its operations run into
losses.

However, JRIL has recorded profits during the previous financial year 2023-24 due to extraordinary
efforts by the Management and timely funding support by the Promoter group. The business of
JRIL was always seen as a business with potential and bright future by the Management. Though
JRIL had always received timely and due support and assistance from the Management and the
Promoter group as and when required, it still had a very long road to recoup its past losses and to
turn profitable to sustain on its own and to become a dominant player in the area of its business.

With a turnaround of the prospects of the business during the previous year and current visibility with
respect to wagon manufacturing business in India, JRIL had become a launching pad in its industry,
however, it still required significant investments to continue to grow and remain profitable.

On the other hand, the “Waste to Energy” business platform within the Company had taken a
leadership position in the country with six plants already in operation and another three under project
implementation with one more project awaiting the LOI from the government. This platform had
became the country's leader by far with over 110 MW power capacity and the operations have
become profitable and self- sustainable. This business augers very well with Indian Government's
initiatives of “Swatch Bharat”, energy from alternate sources as well as focus on climate change. The
business has also received a lot of appreciation from Govt. of India as well as various State Govt.
and discussions were on to grow this platform to reach all the major urban centers.

Hence, the Management decided to explore a partial or full monetization of the JRIL business as it
believed that the current state of the business of JRIL and the business prospects in short to medium
term were likely to give an attractive valuation and keeping in mind the following advantages to all
the stakeholders including shareholders:

Timing of Disinvestment: As stated above, JRIL was postured well and possessed a business plan
which promised a better valuation, keeping in perspective the order book and projected profitability.

Expansion of Waste to Energy (WtE) Platform: The proceeds from the disinvestment when received
would assist in the expansion of the Waste to Energy (WtE) platform owned by the Company which
has in the recent times become one of the largest WtE platforms in the Country. The Company
was focusing on the expansion of the WtE business which required equity and debt funding. The
funds generated through the disinvestment of JRIL would be utilized to fund or generate leverage
for the WtE business in order to grow and reach its full potential and in return create value for its
shareholders.

Deleverage the Balance Sheet of the Company: The divestment would also help diminish significantly
the consolidated debt of the Company and provide more room for fund mobilization as per the
requirement.

Therefore, keeping in view the aforesaid objective, on 2nd September 2024, your Company had
sold, transferred, divested, disposed off, all of the rights, title and interest in all the securities held
by JITF Urban Infrastructure Services Limited, a material subsidiary of the Company, in Jindal Rail
Infrastructure Limited, on a fully diluted basis, to Texmaco Rail & Engineering Limited pursuant to
the approval of the shareholders received under Regulation 24(5) of the SEBI (LODR) Regulations,
2015 at the Annual General Meeting of the Company held on 22nd July, 2024.

6. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve during the year under review.

7. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2025 stood at Rs. 514.07 lacs. During the year
under review, the Company has not issued any: a) shares with differential voting rights; b) sweat
equity shares; c) equity shares under the Employees Stock Option Scheme.

8. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 1 to this Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report, as stipulated under Regulation 34 of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations 2015 forming part of this report,
has been attached to this Report.

10. FINANCIAL STATEMENTS

The Audited Annual Standalone Financial Statements of the Company, which form a part of this
Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies
Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Audited annual consolidated financial statements forming part of the Annual Report have been
prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 -
‘Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 - ‘Investments in
Associates and Joint Ventures' and all other Ind AS provisions as may be applicable, notified under
Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules,
2015 and as amended from time to time.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiaries:

Direct Subsidiary

1. JITF Urban Infrastructure Services Limited
Indirect Subsidiary

1. JWIL Infra Limited

2. JITF Urban Infrastructure Limited

3. JITF Water Infra (Naya Raipur) Limited

4. JITF ESIPL CETP (Sitarganj) Limited

5. JWIL Infra Projects Limited

6. Timarpur-Okhla Waste Management Company Limited

7. JITF Urban Waste Management (Jalandhar) Limited

8. JITF Urban Waste Management (Bathinda) Limited

9. JITF Urban Waste Management (Ferozepur) Limited

10. Jindal Urban Waste Management Limited

11. Jindal Urban Waste Management (Guntur) Limited

12. Jindal Urban Waste Management (Visakhapatnam)Limited

13. Jindal Urban Waste Management (Jaipur) Limited

14. Jindal Urban Waste Management (Jodhpur) Limited

15. Jindal Urban Waste Management (Ahmedabad) Limited

16. Tehkhand Waste to Electricity Project Limited

17. Jindal Urban Waste Management (Bawana) Limited

18. Quality Iron and Steel Limited

19. Jindal Rail Infrastructure Limited (till 2nd September 2024)

Joint Ventures of Indirect subsidiary

1. JWIL-SSIL (JV)

2. SMC-JWIL(JV)

3. JWIL-Ranhill (JV)

4. TAPI-JWIL (JV)

5. MEIL JWIL (JV)

6. JWIL SPML (JV)

7. OMIL-JWIL -VKMCPL(JV)

8. KNK-JWIL(JV)

9. SPML-JWIL (JV)

10. JWIL- OMIL- SPML (JV)

11. JWIL- LCC (JV)

12. JWIL- SSG (JV)

13. JWIL- VKMCPL

12. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

During the Financial Year, the Board of Directors reviewed the affairs of the subsidiary companies.
Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient
features of the Financial Statements of the Company's subsidiaries in Form AOC-1 is attached as
Annexure-2 to this report. In accordance with the provisions of Section 136 of the Companies Act,
2013, the standalone Financial Statements of the company, the Consolidated Financial Statements
along with relevant documents and separate audited accounts in respect of subsidiaries, are
available on the website of the company i.e. www.jindalinfralogistics.com.

The annual accounts of these subsidiaries and the related information will be made available to any
member of the Company / its subsidiaries seeking such information and are available for inspection
by any member of the Company / its subsidiaries at the Registered Office of the Company. The
annual accounts of the said subsidiaries will also be available for inspection at the Corporate Office/
Registered office of the respective subsidiary companies and is also available on our website www.
jindalinfralogistics.com. These documents will also be available for inspection during business hours
at our registered office.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with
Regulation 16 (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
can be accessed on the Company's website at http://www.jindalinfralogistics.com/policypdf/POLICY-
FOR DETERMINING-MATERIAL -SUBSIDIARIES.pdf.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors'
Responsibility Statement, it is hereby confirmed by the Board of Directors:-

a. that in the preparation of the annual accounts for the Financial Year ended 31st March, 2025,
the Indian Accounting Standards (IND AS) had been followed along with proper explanation
relating to material departures;

b. that they had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit of the
Company for the year ended on that period.

c. that they had taken proper and sufficient care 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.

d. that they had prepared the accounts for the financial year ended 31st March, 2025 on a ‘going
concern' basis;

e. that they had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

14. SECRETARIAL STANDARDS

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.

15. CORPORATE SOCIAL RESPONSIBILITY

During the Financial year under review, the Company doesn't fulfill the criteria covered under Section
135 of the Companies Act, 2013. Therefore, the provision related to Corporate Social Responsibility
is not applicable to the Company.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from all Independent Directors as
stipulated under Section 149 (7) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria
of Independence.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As at March 31,2025, Composition of the Board was as follows:

Your Board of Directors are duly constituted with proper balance of Executive Director, Non¬
Executive Directors and Independent Directors with rich experience and expertise across a range of
field such as corporate finance, strategic management, accounts, legal, marketing, human resource
and strategy.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
all Independent Directors of the Company have enrolled on the Independent Directors Databank
and will undergo the online proficiency self-assessment test within the specified timeline unless
exempted under the aforesaid Rules.

*During the year, Mr. Arun Kumar Khosla (DIN- 00038033) resigned from the post of Non- Executive
Non independent Director w.e.f 13.09.2024.

**The Board of Directors in their meeting held on 13th September 2024 had appointed Mr. Pranay
Kumar (DIN- 01262847) as additional Director of the company to hold office of Directors till conclusion
of the ensuing Annual General Meeting. The shareholders of the company in Extra Ordinary General
Meeting held on 10th December 2024 had regularized him as Director of the Company.

At the ensuing Annual General Meeting, Ms. Kanika Sharma, Non-Executive Director
(DIN-08936073) of the company, retire by rotation and being eligible, offer herself for re-appointment.
An appropriate resolution for the appointment is being placed for your approval at the ensuing AGM.
The brief resume of the Director and other related information has been detailed in the Notice
convening the 18th AGM of your Company.

Policy on Directors’ Appointment and Remuneration

The Nomination and Remuneration Committee selects the candidate to be appointed as the Director
on the basis of the needs and enhancing the competencies of the Board of the Company.

The current policy is meant to have a balance of executive and non-executive Independent
Directors to maintain the independence of the Board and separate its functions of governance and
management.

The composition of Board of Directors during the Financial Year ended March 31, 2025 are in
conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013.

The policy of the Company on directors' appointment, including criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under sub-section (3)
of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors is governed
by the Nomination and Remuneration Policy of the Company.

18. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 (2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014

None of the employee of your Company, who were employed throughout the Financial Year, were in
receipt of remuneration in aggregate of Rs.1,02,00,000 (Rupees One Crore Two Lakh) or more or if
employed for the part of the financial year was in receipt of remuneration of Rs. 8,50,000 (Rupees
Eight Lakh Fifty Thousand) or more per month.

19. DISCLOSURE UNDER SECTION 197 (14) OF THE COMPANIES ACT, 2013

Neither the Executive Director nor the Chairman of the Company received any remuneration or
commission from Subsidiary Companies during the Financial Year.

20. BOARD EVALUATION

The Company has devised a Policy for performance of the Board, its Committees and of individual
Directors which includes criteria for performance evaluation of non-executive directors and executive
directors under section 178 (1) of the Companies Act, 2013. This may be accessed at the link http://
www.jindalinfralogistics.com/policypdf/Performance-Evaluation.pdf.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees
and other Directors, a process of evaluation was followed by the Board for its own performance and
that of its committees and individual Directors. The details of same have been given in the report on
corporate governance annexed hereto.

The details of programme for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the Company operates
and related matters have been uploaded on the website of the Company at the link http:// www.
jindalinfralogistics.com/policypdf/Familiarization-Programme-of-Independent-Directors.pdf

21. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and
adhere to the Corporate Governance requirement set out by SEBI. The report on Corporate
Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of
the company confirming compliance with the conditions of Corporate Governance is attached to this
report on Corporate Governance.

22. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

The regulation 23(4) states that all related party transactions (RPTs) with an aggregate value
exceeding Rs. 1,000 crores or 10% of annual consolidated turnover of the Company, whichever
is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior
approval of shareholders. The said limits are applicable, even if the transactions are in the ordinary
course of business of the concerned company and at an arm's length basis.

During the year under review, the Company through its subsidiaries has entered into material
related party transactions with related parties. All the related party transactions are in compliance
with the provisions of SEBI Listing Regulations as applicable during the financial year ended
31st March, 2025.The Policy on materiality of related party transactions and dealing with related
party transactions as approved by the Board may be accessed on the Company's website at the
link: http://www.jindalinfralogistics.com/policypdf/POLICY%20ON%20RELATED%20PARTY%20
TRANSACTIONS.pdf. The details of the transactions with related parties are provided in the Farm
No. AOC-2 as Annexure-3.

23. RISK MANAGEMENT POLICY

The Company's robust risk management framework identifies and evaluates business risks and
opportunities. The Company recognizes that these risks need to be managed and mitigated to
protect its shareholders and other stakeholders interest, to achieve its business objectives and
enable sustainable growth. The risk frame work is aimed at effectively mitigating the Company's
various business and operational risks, through strategic actions. Risk management is embedded
in our critical business activities, functions and processes. The risks are reviewed for the change in
the nature and extent of the major risks identified since the last assessment. It also provides control
measures for risks and future action plan.

24. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS

The Members of the company had appointed M/s Lodha & Co, Chartered Accountants, (ICAI Firm
Registration No. 301051E), as Statutory Auditor of the company for a term of 5 (Five) consecutive
years from conclusion of 15^th Annual General Meeting until the conclusion of 20^th Annual General
Meeting. The M/s Lodha & Co, Chartered Accountant have confirmed that they are not disqualified
from continuing as Auditors of the Company. Auditors' remarks in their report read with the notes to
accounts referred to by them are self-explanatory. There has been no fraud reported by the Statutory
Auditors of the Company.

(B) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s S. Bhawani Shankar & Associates, Practicing Company Secretaries, to conduct
Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the
Financial Year ended 31st March 2025 is annexed herewith marked as Annexure - 4 to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Company's
material subsidiaries undergo a Secretarial Audit. Copy of Secretarial Audit Reports of Material
Subsidiaries i.e. JITF Urban Infrastructure Services Limited, JITF Urban Infrastructure Limited, JITF
Urban Waste Management (Bathinda) Limited, Jindal Urban Waste Management (Guntur) Limited,
Jindal Urban Waste Management (Vishakhapatnam) Limited, Timarpur- Okhla Waste Management
Company Limited, Tehkhand Waste to Electricity Project Limited, Jindal Urban Waste Management
(Jaipur) Limited, Jindal Urban Waste Management (Ahmedabad), JWIL Infra Limited forms part
of this report. The Secretarial Audit Reports of these material subsidiaries do not contain any
qualification, reservation, adverse remark or disclaimer.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE

i. Auditors’ Report

There have been no fraud, qualification, reservation or adverse remark reported by the Statutory
Auditors of the Company.

ii. Secretarial Auditor’s Report

There are no qualifications, reservation or adverse remark reported by the Secretarial Auditors
in their report.

25. MAINTENANCE OF COST ACCOUNTS AS PER SECTION 148 (1) OF THE COMPANIES ACT,
2013 READ WITH RULE COMPANIES (COST RECORD AND AUDIT), 2018.

Your Company doesn't fall under the criteria as specified under Section 148 (1) of the Companies
act, 2013 read with Rule Companies (Cost Record and Audit), 2018 for maintenance of Cost
accounts. Therefore, the Company is not required to maintain the cost records in respect of its
product/ services.

26. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM

Your company has put in place strong internal control systems in line with globally accepted practices.
The processes adopted by the Company are best in class and commensurate with the size and
nature of operations. All major business activities have been well defined and mapped into the ERP
system and the controls are continuously reviewed and strengthened as per the business's need.
The Company has adopted risk-based framework which is intended for proper mitigation of risks.
The major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuous basis.

The Company has employed experienced professionals to carry out the internal audits to review the
adequacy and compliance with the laid down procedures to manage key risks.

The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit
environment and implementation of internal audit recommendations including those relating to
strengthening of Company's risk management policies & systems.

Your Company's philosophy is of zero tolerance towards all applicable legal non-compliances.

27. DISCLOSURES MEETINGS OF THE BOARD

During the Financial Year under review, the Board of Directors met Nine (9) times. The composition of
Board of Directors during the year ended March 31,2025 was in conformity with Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of
the7 Companies Act, 2013. For further details, please refer to the report on Corporate Governance
Report attached with this annual report.

AUDIT COMMITTEE

As on 31.03.2025, the Audit Committee comprises of Directors namely, Mr. Dhananjaya Pati T ripathi
(Chairman), Mr. Girish Sharma, Dr. Raj Kamal Aggarwal and Mr. Amarendra Kumar Sinha, as other
members.

The Chairman of the Committee is an Independent Director. The Members possess adequate
knowledge of Accounts, Audit, and Finance etc. The composition of the Audit Committee is in
conformity with the requirements as per the Section 177 of the Companies Act, 2013 and Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7 (Seven) Audit Committee Meetings were held during the year. The particulars of the Meetings held
are detailed in the Corporate Governance Report, which forms part of this Report. During the Financial
Year all the recommendations made by the Audit Committee were accepted by the Board.
INDEPENDENT DIRECTOR MEETING

During the year under review, the Independent Directors of the Company met once during the year.
For further details, please refer to the report on Corporate Governance attached to this annual report.
NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Directors namely, Mr. Dhananjaya Pati
Tripathi (Chairman), Ms. Kanika Sharma, Dr. Raj Kamal Aggarwal, as other members.

The Chairman of the Committee is an Independent Director. The composition of the Nomination &
Remuneration Committee is in conformity with the requirements of Section 178 of the Companies
Act, 2013 and SEBI Listing Regulations.

During the Financial Year ended 31st March 2025, the committee met 2 (two) times. For further details,
please refer report on Corporate Governance attached with this annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder & Relationship Committee comprises of Directors namely, Ms. Kanika Sharma
(Chairperson), Mr. Dhananjaya Pati Tripathi, Mr. Amarendra Kumar Sinha, as other members.

The Chairperson of the Committee is a Non-executive Director. The composition of the Stakeholder
& Relationship Committee is in conformity with the requirements of Section 178 of the Companies
Act, 2013 and SEBI Listing Regulations.

During the Financial Year under review the Stakeholder Relationship Committee met four (4) times.
For further details, please refer report on Corporate Governance attached with this annual report.

28. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Protected disclosures
can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Executive
Director or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website
at the link: http:// www.jindalinfralogistics.com/policypdf/POLICY-VIGIL%20 MECHANISM. pdf.

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with
the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient
are provided in the standalone financial statement (Please refer to Notes to the standalone financial
statement).

30. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation
of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not
applicable to it. However, emphasis is placed on employing techniques that result in the conservation

of energy. There were no foreign exchange earnings and expenditure of your Company during the
Financial Year.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee whose particulars are required to be furnished under Section 197 (12) of
the Companies Act, 2013 read with Rules 5 (1), 5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided at Annexure - 5.

32. PUBLIC DEPOSITS

During the Financial Year ended March 31,2025, the Company has not accepted any public deposits
and no amount on account of principal or interest on public deposits was outstanding as on 31st
March 2025.

33. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS
IN FUTURE

During the Financial Year, there are no significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and company's operations in future.
w.e.f.13^th June, 2024, the registered office of the Company has been shifted from Kosi Kalan, Uttar
Pradesh to Raipur, Chhattisgarh.

Further, during the year under review, no applications were made, or no proceedings were pending
as at the end of the year under the Insolvency and Bankruptcy Code, 2016.

34. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of sexual harassment of women at workplace and also
complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint received in relation to Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during the year under review and their breakup is as under:

a) No. of Complaints filed during the year: NIL

b) No. of Complaints disposed of during the year: NIL

c) No. of Complaints pending at end of the year: NIL

OTHER GENERAL DISCLOSURES

• During the period under review, the Company does not have any women employee on roll of the
Company. Therefore, provisions relating to the Maternity Benefit Act, 1961 does not apply on the
Company.

• During the period under review, there were no instances of One-Time Settlement with any Bank
or Financial Institution.

35. ACKNOWLEDGEMENT

Your directors express their grateful appreciation to concerned Departments of Central / State
Governments, Financial Institutions & Bankers, Customers and Vendors for their continued
assistance and co-operation. The Directors also wish to place on record their deep sense of
appreciation for the committed services of the employees at all levels. We are also grateful for the
confidence and faith that you have reposed in the Company as its member.

For and on behalf of the Board of Directors

Place : New Delhi Dr. Raj Kamal Aggarwal

Dated : 13^th August, 2025 Chairman