JITF Infra Logistics Ltd Directors Report

To

The Members,

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:

Particulars	Year ended 31st March, 2025 (Standalone)	Year ended 31st March, 2024 (Standalone)	Year ended 31st March, 2025 (Consolidated)	Year ended 31st March, 2024 (Consolidated)
Revenue from operations	364.46	319.96	226481.04	253518.17
Other Income	5.36	0.85	4444.91	5095.39
Profit before finance cost, depreciation, exceptional items and tax	42.87	35.60	44898.24	44612.99
Less:
Finance cost	9.07	10.51	35,218.84	29,823.69
Depreciation and amortization expense	1.61	2.10	7,883.29	7,480.39
Profit before tax	32.19	22.99	1,796.11	7,308.91
Tax expense	3.72	5.80	4,490.67	4,515.45
Profit after tax	28.47	17.19	(2,442.99)	4,703.13
Other Comprehensive Income Items that will not be reclassified to profit and loss	(15.34)	0.95	46.20	558.86
Total Comprehensive Income for the year	13.13	18.14	14,524.12	9,641.19

2. REVIEW OF OPERATIONS

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

Water Infrastructure Business:

Your Companys 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 Rs. 255.12 Crores in FY 2024-25 against Rs. 200.30 Crores in FY 2023-24, an increase of 27.3%;

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

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

The Net worth of JWIL stood at Rs. 555.71 Crores as on March 31, 2025. JWILs 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 Rs. 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 Rs. 1,428 Crores to cater drinking water supply and STP requirements:

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

JWIL Order book as on 31st March 2025 is Rs. 3900 Crores, and L1 orders worth Rs. 4000 Crores. O&M orders book stood at Rs. 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 Rs. 4.38 Crores during FY 2024-25 against Revenue of Rs. 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 Rs. 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 Rs. 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 Rs. 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 Rs. 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 countrys 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 Governments 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

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 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 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, 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 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 31,2025, Composition of the Board was as follows:

DIN:	Name of Director	Position of Directorship
00038033	Mr. Arun Kumar Khosla*	Non-Executive Director
01262847	Mr. Pranay Kumar**	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.

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 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, 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 Companys 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 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 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 Companys 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 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
	25.04.2024
	30.05.2024
	18.06.2024
	25.07.2024
Board Meeting	14.08.2024
	13.09.2024
	11.11.2024
	30.01.2025
	28.02.2025

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 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 - 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 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.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	: 13th August, 2025	Chairman