Jindal Poly Investment & Finance Company Ltd Directors Report

To

The Members,

The Board of Directors Jindal Poly Investment and Finance Company Limited ("The Company") presents their 14th Annual Report alongwith the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. Financial Results

The financial performance of the Company is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	FY (2025-26)	FY (2024-25)	FY (2025-26)	FY (2024-25)
Total Income	1,03,657	3,169	1,03,657	3,169
Profit before exceptional items and tax	1,03,477	3,169	1,03,477	3,169
Exceptional items	-	-	-	-
Share of Profit / (Loss) of Associates and Joint Ventures	-	-	(2,791)	24,020
Profit before tax	1,03,477	2,982	1,00,686	27,002
Tax expense	14,935	(2,582)	14,935	(2,582)
Profit for the year	88,543	5,564	85,751	29,584
Other comprehensive Income	0	0	1815	923
Total Comprehensive Income	88,543	5,564	87,566	305,07
Earnings per share (EPS) Basic and Dilute	842.31	52.93	815.75	281.43

2. Financial Accounting

The Financial Statements of the Company for FY26 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 including Indian Accounting Standards (Ind AS) and Guidance Note issued by the Institute of Chartered Accountants of India.

3. Business Overview and State of Affairs

Your Company is mainly engaged in the activity of holding investments in group Companies. During the year under review, the standalone basis, the turnover stood at Rs. 1,03,657 lakhs against Rs. 3,169 lakhs during last financial year.

4. Consolidated Financial Statements

In pursuance of the provisions of the Companies Act, 2013, (the Act) Rules thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the applicable Accounting Standards, the Company has prepared Consolidated Financial Statements.

5. Dividend

Your directors had not recommended any dividend for the Financial Year 2025-26.

6. Transfer to Reserves

The Company has not transferred any amount to any reserve during the year under review.

7. Change in the Nature of Business

During the year under review, there was no change in the business of the Company.

8. Subsidiaries Joint Venture and Associates Companies

• During the year under review, the Company did not have any subsidiary company. Jindal India Powertech Limited ("JIPTL") became an Associate Company of the Company with effect from March 23, 2023.

• Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Associate Company in Form

AOC-1 is annexed to the financial statements and forms part of this Annual Report.

9. Listing on stock exchanges

• The Companys shares are listed on BSE Limited and the National Stock Exchange of India Limited (NSE).

10. Change in Share Capital

During the year under review, there is no change in capital structure of the Company.

11. Directors and Key Managerial Personnel

• As on March 31, 2026, the Board of Directors of the Company consisted of six Directors, comprising one Executive Director and five Non- Executive Directors, of whom two were Independent Directors. The Board also includes one Woman Director, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Mr. Prakash Matai (DIN: 07906108) who retires by rotation and being eligible, offers himself for re-appointment.

• The term of office of Mr. Ghanshyam Dass Singal (DIN: 00708019) as Managing Director expired on August 11, 2026. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 06, 2026, re- appointed him as Director with effect from August 11, 2026. Further, subject to the approval of the Members at the ensuing Annual General Meeting, the Board has approved his re- appointment as Managing Director of the Company for a further term of five (5) years commencing from August 11, 2026.

• Ms. Geeta Gilotra (DIN: 06932697) was appointed as additional non-executive non- Independent Woman Director w.e.f July 31, 2026.

• Ms. Kirty Aggarwal (DIN: 08646168), who was appointed as a Non-Executive Non-Independent Director of the Company with effect from June 30, 2025, resigned from the Directorship of the Company with effect from May 8, 2026, due to personal reasons.

• During the financial year under review, Ms. Swati Tiwari resigned from the office of Company Secretary w.e.f September, 15, 2025. Consequently, Mr. Bhuwan Singh Taragi was appointed as the Company Secretary and Compliance Officer of the Company w.e.f October 16, 2025.

• During the financial year under review, the non- executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

• In pursuance of the provisions of Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ghanshyam Dass Singal, Managing Director Mr. Sunil Kumar Gupta, Chief Financial Officer and Mr. Bhuwan Singh Taragi, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2026.

12. Declaration by Independent Director

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

13. Opinion of the Board with regard to integrity, expertise and experience of the Independent Directors appointed during the year.

In the opinion of the Board, Mr. Radhey Shyam (DIN: 00649458) and Mr. Suresh Chander Sharma (DIN: 00006394) are persons of integrity and possess the requisite expertise, experience and proficiency. They fulfil the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for appointment as Independent Directors and are independent of the management of the Company.

14. Board and Committee Meetings

The Board met Seven times during the year. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

15. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, on the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for the evaluation of the performance of its Board, Committees and individual Directors, including the chairman of the Board. For details, please refer to the Corporate Governance Report, which is a part of this report.

16. Policy on directors appointment and remuneration and other details

In pursuance of the provisions of Section 178 of the Act, and Listing Regulations the Company has formulated Remuneration Policy which is available on the Companys website at http://www.jpifcl.com/ financial/Remuneration Policy.pdf.

The Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement, remuneration structure & components, etc. of the Directors, KMP and other senior management personnel of the Company

17. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in terms of section 135 of the Act and the Companies (Corporate Social Responsibility) Rules, 2014 and has developed its CSR Policy, which is available on the website of the Company at http://www.jpifcl.com/financial/ CSR POLICY.pdf.

Further, the Company during the year under review has not earned profits calculated as per section 198 of the Companies Act, 2013 and rules made thereunder, therefore the Company was not required to incur any expenditure on Corporate Social Responsibility activities during the FY 2025-26.

18. Internal financial control systems and their adequacy

As per Section 134(5)(e) of the Companies Act, 2013, 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.

19. Insolvency and Bankruptcy Code, 2016

During the year under review, no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016.

20. Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

21. Auditors and their Reports

• Internal Audit and Auditors

M/s VASK & Associates, Internal Auditors have submitted their Audit Report for the financial year 2025-26. There was no qualification, reservation, observation, disclaimer or adverse remark in the internal Audit Report.

Pursuant to the provisions of Section 138 of the Act, the Board has appointed M/s VASK & Associates, Chartered Accountants (FRN: 038097) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2026-27.

• Statutory Audit and Auditors

M/s Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No. 500063N), were appointed as the Statutory Auditors of the Company by the Members at the 12th Annual General Meeting held on September 27, 2024, for a term of five consecutive years. They shall hold office from the conclusion of the 12th Annual General Meeting until the conclusion of the 17th Annual General Meeting of the Company to be held in the year 2029.

The Auditors Report on the Standalone Financial Statements for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments or explanations from the Board.

• Secretarial Audit and Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Ashu Gupta &; Co., Practicing Company Secretaries (PR No.: 6581/ 2025), were appointed as the Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025- 26 and ending with FY 2029-30.

The Secretarial Audit Report for the financial year 2025-26, issued by M/s. Ashu Gupta & Co., Practicing Company Secretaries, is annexed to this Report as Annexure "A".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

22. Secretarial Standards of ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.

23. Risk Management

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Board periodically reviewed adequate and effectiveness of the Companys internal control environment to monitor and mitigate the risk through internal audit recommendation including those relating to strengthening of the companys risk management system.

24. Vigil Mechanism and Whistle Blower Policy

The Company has revised a vigil mechanism in the form of a Whistle Blower Policy for Directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys "Code of Conduct and Ethics in pursuance of provisions of Section 177(10) of the Act which is available on the website of the Company at http:// www.jpifcl.com/financia l/ WHISTLE BLOWER POLICY.pdf. The vigil mechanism under the Whistle Blower Policy provides adequate safeguard against victimization of the Directors and the employees who avail of the mechanism and also provides for direct access to Chairman of the Audit Committee in appropriate or exceptional cases. During the year under review, there was no complaint received under this mechanism.

25. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements that form the part of Annual Report.

26. Transactions with related parties

All Related Party Transactions entered during the year were on arms length basis and in the ordinary course of business. No Material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the year by the Company. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

27. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act read with the rule 12(1) of the companies (Management and administration) rules,2014, the Annual Return in form No. MGT-7 as on March 31, 2026 is available on the Companys website at http://www.jpifcl.com/investors.html.

28. Particulars of employees

The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company.

(i) Ratio of remuneration of each director to median remuneration of Employees and % increase in Remuneration is not applicable since Directors and Managing Director are getting only sitting fees to attend meetings of the Board and Committees thereof and are not getting any other remuneration.

(ii) The percentage increase in the median remuneration of employees in the Financial Year is not comparable.

(iii) The number of permanent employees were 2 (two) as at March 31, 2026.

(iv) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- N.A

(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

(vi) Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

(vii) The Company had no employee who was employed throughout the Financial Year 2025- 26 and was in receipt of remuneration of not less than 102 lakhs per annum. Further, there was no employee who was employed for a part of the Financial Year 2025-26 and was in receipt of remuneration at a rate which, in aggregate, was not less than 8.5 lakhs per month.

29. Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

30. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place a Policy on prevention of Sexual Harassment at workplace at Group Level. This Policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the said Policy, an Internal Complaints Committee is also in place at Group Level to redress complaints received regarding sexual harassment. There was no complaint received from an employee during the financial year 2025-26 and hence no complaint is outstanding as on March 31, 2026 for redressal. The Company is not required to constitute Internal committee.

31. Maternity Benefit Act, 1961

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the financial year under review as the Company did not have any female employee eligible for maternity benefits. Accordingly, no case relating to maternity benefit arose during the year.

32. Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013, the details of which would need to be mentioned in the Boards report, which forms part of this Integrated Annual Report. hence no complaint is outstanding as on March 31, 2026 for redressal

33. Management Discussion and Analysis Report

As per regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report (MDAR) forms part of this Report. (Attached as Annexure- "B")

34. Corporate Governance Report and Code of Conduct

Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance report is attached to this Report. The declaration of the Managing Director confirming compliance with the Code of Conduct of the Company and Auditors Certificate confirming compliance with the conditions of Corporate Governance are enclosed with Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this Report. (Attached as Annexure- "C").

35. Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company is not engaged in manufacturing activities and hence the particulars pertaining to conservation of energy and technology absorption are not applicable on the Company.

36. Cost records

The products dealt with by the company is not come under the preview as specified by the Central Government under sub section (1) of section 148 of the Companies Act 2013. Therefore, this section is not applicable on the Company.

37. Material changes and commitments affecting financial position between the end of the financial year and date of the report

During the financial year, the Company received an intimation dated January 14, 2026, regarding the implementation of a Scheme of Arrangement approved under Sections 230-232 of the Companies Act, 2013 involving Jindal India Powertech Limited and Jindal India Power Limited. Pursuant to the Scheme, a portion of the Companys investment comprising 23,25,350 Series-I and 8,53,100 Series- II 0% Redeemable Preference Shares of Jindal India Powertech Limited was cancelled and an equivalent number of preference shares were allotted by Jindal India Power Limited on the same terms and conditions. Further, the Company was allotted 10,38,68,513 equity shares of Jindal India Power Limited in accordance with the Scheme. The aforesaid transaction represents a restructuring of the Companys investment holdings pursuant to the approved Scheme of Arrangement.

38. Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

However, the Company received a Show Cause Notice reference no. SEBI/HO/OWTM/OWTM-SP/I/10156/ 2026 dated April 27, 2026 from the Securities and Exchange Board of India (SEBI) in relation to certain transactions and matters pertaining to disclosures and corporate governance. The Show Cause Notice provides an opportunity to the Company to submit its response to the observations made therein. The Company is in the process of filing an appropriate reply and is extending full cooperation to SEBI. As on the date of this Report, no penalty, restriction or sanction has been imposed on the Company pursuant to the said Show Cause Notice.

39. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The Company has not availed any loan from any bank or financial institution. Accordingly, the requirement to disclose the details of the difference, if any, between the valuation carried out at the time of a one-time settlement and the valuation undertaken while availing such loan, along with the reasons therefor, is not applicable to the Company.

40. 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 that:

a) In the preparation of the annual accounts, the applicable accounting standards were followed and there was no material departures from the same;

b) The Directors 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 as on 31st March 2026 and of the profit of the Company for the year ended on that date;

c) The Directors 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) The Directors had prepared the annual accounts of the Company on a going concern basis;

e) The Directors had laid down internal financial controls which were being followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

41. Acknowledgement

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from all its stakeholders and above all, its employees.

For and on behalf of Board of Directors
Jindal Poly Investment and Finance Company Limited
Sd/-	Sd/-
Ghanshyam Dass Singal	Prakash Matai
(Managing Director)	(Director)
DIN: 00708019	DIN: 07906108
Date: August 14, 2026
Place: New Delhi