JITF Infra Logistics Ltd Directors Report

To

The Members,

The Board of Directors are pleased to present the 17th Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2024 is summarized below: (Rs. Lacs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operations	319.96	283.56
Other Income	0.85	2.16
Profit before finance cost, depreciation, exceptional items and tax	35.60	46.51
Less:
Finance cost	10.51	13.61
Depreciation and amortization expense	2.10	1.42
Profit before tax	22.99	31.48
Tax expense	5.80	12.20
Profit after tax	17.19	19.28
Other Comprehensive Income Items that will not be reclassified to profit and loss	0.95	(16.77)
Total Comprehensive Income for the year	18.14	2.51

2. REVIEW OF OPERATIONS

During the Financial Year, the Company achieved Gross Revenue of Rs.320.81 lacs as against Rs 285.72 lacs achieved during the previous year. The net profit after tax for the Financial Year is Rs. 17.19 lacs as compared to Rs.19.28 lacs in the previous year.

Your Companys step-down subsidiary i.e. JWIL Infra Limited ("JWIL") - During the Financial Year 2023-24, JWIL recorded Operations Revenue of Rs. 2,164.25 Crores as against previous Financial Year Operations Revenue of Rs. 940.44 Crores, witnessing a growth of about 130% over previous year. The Company has achieved EBIDTA, PBT and PAT of Rs 195.01 Crores, Rs. 160.22 Crores and Rs. 114.16 Crores respectively as against Rs. 83.58 Crores, Rs. 59.94 Crores and Rs. 42.84 Crores in previous FY 2022-23. JWIL have also been able to maintain and improve Profitability marginally with various cost saving initiatives. The Company is focused on 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 the FY 2023-24, JWIL has been awarded orders worth Rs. 1,805 Crores to cater drinking water supply requirements. After considering orders received during FY 2023-24, JWIL closing Order book as on 31st March 2024 stood for more than Rs. 4000 crores. During the coming Financial Year 2024-25, JWIL is targeting to complete five projects, namely Chhitakhudari, Byarma, Patyora, Guwahati C1 and Guwahati C3.

JITF Urban Infrastructure Limited ("JUIL") is the largest WtE developer in India with portfolio of about 111 MW having a robust footing in Indian Waste to Energy and Waste Management space with more than 12 years of experience, poised to be the leader in this sector in the country. During the Financial Year 2023-24, JUIL sustained a strong performance and achieved a revenue of

Rs. 368.91 Crores against Rs. 280.57 Crores during FY 2022-23 at consolidated level. JUIL has created a niche in Indian Waste to Energy (WtE) segment with vast experience of successfully operating WTE Plant for more than 12 years in adherence of the emission norms set by the Pollution Control Board. Okhla WtE plant with capacity of 23 MW has generated a revenue of Rs. 69.40 crores during FY 2023-24. It has processed about 6,47,960 MT of MSW during FY 2023-24 and converted it into greener energy over 165.2 million units out of which about 141.5 million units were exported to the grid, compost over 988 tons and recyclables above 736 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.

JUIL has 7 WtE operational and under-construction projects amounting to a total capacity of approx. 111 MW. Out of them, three projects located at Guntur and Visakhapatnam both in Andhra Pradesh and Tehkhand, New Delhi were commissioned in October 2021, February 2022 and January 2023 respectively. Guntur plant and Visakhapatnam plant generated a revenue of Rs.71.37 Crores and Rs. 56.27 Crores respectively during the FY 2023-24.

Guntur plant is successfully generating power with PLF between 90% to 100% and exporting to the Grid. Guntur Plant has processed 3,19,392 MT of MSW and 51,609 MT of RDF during the FY 202324 which was converted into green energy and generated 133.11 million units of power out of which about 115.46 million units was exported to grid. Guntur Plant has treated 50,5585 KL of leachate since August 2021 which would have otherwise caused contamination of Ground water and the treated water is being used for green belt development.

Visakhapatnam plant has processed 3,31,424 MT of MSW and 99,102 MT of Refuse Derived Fuel during FY 2023-24 and converted it into greener energy over 122.985 million units out of which about 106.856 million units exported to the grid. It has also treated 23398 KL of leachate during the FY 2023-24.

15 MW Waste to Energy plant at Ahmedabad is in advanced stage of commissioning activities and is expected to achieve Commercial Operation by June 2024. JUIL will have the capacity of handling around 9000 MT of MSW per day on successful operation of all plants. In addition to these projects, JUIL has successfully bid for 30 MW Waste to Energy project at Narela-Bawana, New Delhi. The performance of all the plants has been remarkably good with plant stabilization, improved efficiency and high PLF since start of its operations.

Jindal Rail Infrastructure Limited ("JRIL") has delivered strong business performance and achieved total revenue of Rs. 750.11 Crores during FY 2023-24, an increase of almost 110% as compared to last financial year.

Demand for freight wagons both from Indian Railways and Private Sector clients is increasing driven by robust growth in Railway sector. JRIL will benefit from favorable outlook of wagon industry as growing demand for wagons will increase companys capacity utilization, support its operating profitability, and enhance its competitive positioning.

JRIL has strong order-book from Private sector customers and expects to receive more orders in the coming months, providing clear revenue visibility for FY 2024-25 and beyond. JRIL has excellent in-house wagon design and engineering capabilities which enhances its competitive positioning in the market.

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 2023-24.

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

There have been no material changes and commitments affecting the financial position of the company between the end of the year and date of this report.

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 31,2024 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

Managements 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 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. Jindal Rail Infrastructure Limited

2. JWIL Infra Limited

3. JITF Urban Infrastructure Limited

4. JITF Water Infra (Naya Raipur) Limited

5. JITF ESIPL CETP (Sitarganj) Limited

6. JWIL Infra Projects Limited

7. Timarpur-Okhla Waste Management Company Limited

8. JITF Urban Waste Management (Jalandhar) Limited

9. JITF Urban Waste Management (Bathinda) Limited

10. JITF Urban Waste Management (Ferozepur) Limited

11. Jindal Urban Waste Management Limited

12. Jindal Urban Waste Management (Guntur) Limited

13. Jindal Urban Waste Management (Visakhapatnam)Limited

14. Jindal Urban Waste Management (Jaipur) Limited

15. Jindal Urban Waste Management (Jodhpur) Limited

16. Jindal Urban Waste Management (Ahmedabad) Limited

17. Tehkhand Waste to Electricity Project Limited

18. Jindal Urban Waste Management (Bawana) Limited

19. Quality Iron and steel Limited

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)

Associates Company

1. Four Season Investments Limited

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 Companys 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 Companys 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, 2024, 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, 2024 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 doesnt 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 31,2024, Composition of the Board was as follows:

DIN:	Name of Director	Position of Directorship
00038033	Mr. Arun Kumar Khosla	Non-Executive Director
08190565	Mr. Amarendra Kumar Sinha	Whole- time Director
00005349	Dr. Raj Kamal Aggarwal	Independent Director
05112440	Mr. Girish Sharma	Independent Director
00131460	Mr. Dhananjaya Pati Tripathi	Independent Director
08936073	Ms. Kanika Sharma	Non-Executive Director

Your Board of Directors are duly constituted with proper balance of Executive Director, NonExecutive 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.

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.

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

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 17th 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 separates its functions of governance and management.

The composition of Board of Directors during the Financial Year ended March 31, 2024 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 Company during the Financial Year.

20. FORMAL ANNUAL 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 arms 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, 2024.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www. jindalinfralogistics.com/policypdf/POLICY%20ON%20RELATED%20 PARTY%20 TRANSACTIONS. pdf.

The details of the transactions with related parties are provided in the notes accompanying standalone financial statements.

23. RISK MANAGEMENT POLICY

The Companys 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 Companys 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 plans.

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 15th Annual General Meeting until the conclusion of 20th 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 AUDITOR

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 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March 2024 is annexed herewith marked as Annexure - 3 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 Companys material subsidiaries undergo a Secretarial Audit. Copy of Secretarial Audit Reports of Material Subsidiaries ie, JITF Urban Infrastructure Services Limited, JITF Urban Infrastructure Limited, Jindal Rail Infrastructure Limited, JWIL Infra Limited, Jindal Urban Waste Management (Guntur) Limited, Timarpur- Okhla Waste Management Company Limited and Tehkhand Waste To Electricity Project Limited forms part of this report. The Secretarial Audit Report of these material subsidiaries does 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 Auditors 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 doesnt 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 businesss 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 Companys risk management policies & systems.

Your Companys philosophy is of zero tolerance towards all applicable legal non-compliances.

27. DISCLOSURES MEETINGS OF THE BOARD

Meeting	Meeting Dates
	26. 05.2023
	01.08.2023
Board Meeting	10.08.2023
	09.11.2023
	29.01.2024
	09.02.2024

During the Financial Year under review, the Board of Directors met Six (6) times.The composition of Board of Directors during the year ended March 31,2024 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 31.03.2024, the Audit Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (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.

5 (Five) 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 2024, 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 Companys 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 - 4.

32. PUBLIC DEPOSITS

During the Financial Year ended March 31,2024, 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 2024.

33. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 companys operations in future.

w.e.f.13th 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.

The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter .The Companys settlement application was accepted and on payment of settlement amount, the SEBI vide its order dated 1st December, 2023 settled the matter.

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

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and the Company has complied with provision related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints of harassment were received during the Financial Year.

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.