Jindal Poly Films Ltd Directors Report

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

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

As on 31^st March 2025, the Company has Nine (9) Subsidiaries and Two (2) Associate Companies. Companies which have become or ceased to be Companys 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 Companys website https://www.jindalpoly.com/download- reports .

On May 21, 2025, in abovesaid Company, a fire occurred at the Companys 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.

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 31^st March, 2025. The Board of your Company at its meeting held on 30^th April, 2025 has approved to make further investment in Enerlite to acquire shares from the exsting 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.

During the year under review, the Companys 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 wth them holds 74.55% of Total Equity Share Capital of the Company as on 31^st March 2025.

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

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 31^st 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, wll 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.

As on 31^st 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.

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually strives to foster strong trust and relationships wth 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 Companys Code of Conduct, emphasizing our unwavering commitment to ethical practices.

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

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has constituted a Risk Management Committee which has been entrusted wth the responsibility to assist the Board in (a) approving the Companys 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 Companys 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 Companys 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.

Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regular Chairman of the Board.

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 14^th 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 14^th 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.

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 20^th July 2023. Her second term commenced on 28^th August 2023 and will conclude on 27^th August 2028.

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

All Independent Directors have submitted declarations affirming their independence. They have confirmed

their compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

Throughout the year 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.

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

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

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

The Risk Management Committees (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.

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

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 Boards diversity policy encapsulates this approach.

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

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

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

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, 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 wth 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 Companys operations.

2) An opportunity to interact wth 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.

As a constituent of B.C. Jindal Group, your Companys 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 years initiatives. Compliance with the CSR Policy Rules, 2014 is outlined in a detailed report in Annexure - II. For additional CSR Committee details, please refer to the enclosed Corporate Governance Report.

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

The Auditors Report and Notes on Accounts for the financial year 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 Auditors Report are self-explanatory.

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

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.

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.

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.

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

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arms 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

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

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

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

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

In todays 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 Companys 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 Companys initiatives from an environmental, social, and governance standpoint, formatted as mandated by SEBI, is annexed to this Report.

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

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

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.

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.

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

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

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).

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.

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

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

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, maxmize recycle, reduce waste, discharges and emissions.

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

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

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

No such event has occurred during the year under revew.

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.