Jindal Worldwide Ltd

6. BUSINESS EXPANSION, MODERNIZATION & INNOVATION

The Company is strategically enhancing its capabilities and efficiency by reaching new milestone of growth and marking its progress towards achieving strategic objectives. The Company continues to focus on the significant areas of operations and create the value added products in the textile industry every year.

The strongest key pillars adopted by the Company into the business operations are Expansion, Innovation, and Productivity with modernization. The Company is successfully making the remarkable presence around the world and expanding its export footprints in various countries and focusing on expanding its portfolio globally.

As the EV market in India continues to grow and show strong potential, The Company had increased its investment in its subsidiary in F.Y. 2023-2024, Jindal Mobilitic Private Limited (“Jindal Mobilitic”), which is engaged in the Electric Vehicle (EV) business. As part of its strategic entry into the EV segment, the Company also acquired an emerging start-up operating under the brand name ‘Earth Energy'”.

During the year, Jindal Mobilitic has revealed its EV model, which gives a range of 165 km, one of the highest in the industry. The company has submitted its products for homologation and is expecting government approval soon. As soon as the approval comes into place, the company plans to launch its products through the dealer network it has established. The company has 35 dealers and is planning to go up to 100 in the next year. The production facility is ready and will launch the product as soon as the approvals received by the company

Your Company's latest brand i.e RICCORA - THE JOY OF LUXURY' launched into the retail sector, and in during the year company has opened 139 stores nationwide under this brand as per the details tabled underneath.

Also, Modernization & Technological upgradation is being carried out on a regular basis in the factory premises of the Company for maintaining the best quality standards. Stringent cost control measures are regularly reviewed. Special emphasis is being given to water and energy conservation.

7. CORPORATE GOVERNANCE

{Pursuant to Regulations 17 to 27 and Regulation 34 of the SEBI (LODR) Regulations, 2015}

The Company aims to attain highest level of transparency, accountability and compliance with laws both in true letter and spirit, in all facets of operations, leading to the highest standards of Corporate Governance. The Company has appropriate decision-making process and controls in place so that the interests of all stakeholders are balanced. In order to maximize shareholders value on a sustainable basis, the Company has been constantly reassessing and bench marking itself with well-established Corporate Governance practices besides strictly complying with the requirements of SEBI (LODR) Regulations, 2015. Corporate Governance framework of the Company revolves around the objectives of keeping interest of investors, employees, customers, suppliers and communities at large.

Your Company remains committed to continuously adopt and adhere to the good corporate governance practices at its organization with an ultimate goal of making your Company a value driven organization and enhance stakeholders' value.

A separate section on report on Corporate Governance for the Financial Year 2024-2025 as stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulation, 2015 forms an integral part of this Annual Report along with a certificate of compliance from the Company's Statutory Auditors thereon. ⁸

8. CODE OF CONDUCT

{Pursuant to Regulation 17(5) of the SEBI (LODR) Regulations, 2015 and Regulations 8 & 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015}

The Board of Directors has formulated, implemented and has in place a comprehensive “Code of Fair Disclosure of Unpublished Price Sensitive Information” & “Code of Conduct for Prevention of the Insider Trading”, for regulating, monitoring and reporting the trading by Designated Personnel of the Company which exemplifies the spirit of good ethics and governance.

Further, the Board of Directors has also formulated “Code of Conduct for Board of Directors and Senior Management” with a purpose to enhance integrity, ethics & transparency in governance of the Company and thereby reinforce the trust and confidence reposed in the Management of the Company by the Members and other stakeholders.

Further, in compliance to Regulation 26(3) of the SEBI (LODR) Regulations, 2015, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2024-2025 has been received by the Company from the Managing Director and is duly annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

{Pursuant to Section 134(3)(c) and Section 134(5) of the Act read with relevant Rules thereunder}

For the Directors' Responsibility Statement in relation to financial statements of the Company for the year ended on 31^st March, 2025, the Board of Directors states that:

(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit and loss of the Company for the financial year ended on 31^st March, 2025;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts / financial statements have been prepared on a ‘going concern' basis;

(e) proper internal financial controls are in place and are adequate and operating effectively; and

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

10. ENVIRONMENT, HEALTH AND SAFETY (EHS)

EHS isn't just a commitment for Jindal, it's an integral part of how we conduct business, ensuring the well-being of our employees and the sustainability of our planet.

Your Company is committed to providing a safe and healthy working environment for all our employees and workers. Our dedication to EHS is evident at every stage of our business operations through a robust EHS Management System. This system serves as a structured framework to manage environmental impacts and occupational health and safety risks, while also identifying opportunities for improvement.

Our health and safety policy comprehensively addresses occupational hazards, emphasizing ongoing training initiatives to ensure workplace safety. Additionally, we prioritize environmental stewardship by continually enhancing our processes and systems. By adopting more efficient practices, we strive to reduce our carbon footprint and safeguard natural resources.

The following, inter alia, forms part of Company's framework on EHS system:

• A robust and comprehensive Environment, Health and Safety (EHS) framework in place for safely managing Company's business operations;

• Constant identification of EHS related risk and to undertake measures to reduce the same;

• Ensuring proper disposal of waste & pollutant to minimize impact on environment and risk to employees at workplace;

• Promote renewable energy, reduce carbon footprints, reuse and recycle materials, minimize waste and emissions, conserve energy and natural resources and assurance that operations and products of the Company do not have any negative impact on the environment;

• Encouraging innovation for prevention of pollution, injury and ill health;

• Establishment of systems and Standard Operating Procedures at work places to minimize the risk;

• Health and safety training to its employees/labor/contractors on periodic basis;

• Ensuring safe handling and storage of hazardous chemicals;

• Continually improving the Environmental, Health and Safety performance; and

• Complying with all applicable legal, statutory & regulatory norms in relation to EHS.

11. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

{Pursuant to Section 135 of the Act read with relevant Rules thereunder}

The Company believes in inclusive growth to facilitate creation of a value-based and empowered society primarily in and around its area of operations. The Company's CSR Policy is based on the philosophy of giving back to society as a responsible corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for the welfare & sustainable development of the community at large. The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the FY 2024-2025 and relevant details are set out in “Annexure-A” which forms an integral part of this Board's Report.

The Company's CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separately in the Corporate Governance Report which forms an integral part of this Annual Report.

12. ANNUAL RETURN

{Pursuant to Section 92 and Section 134(3)(a) of the Act read with relevant Rules thereunder}

13. NOMINATION AND REMUNERATION POLICY

{Pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of the Schedule II of the SEBI (LODR) Regulations, 2015}

The details of the policy along with the composition, number and date of meetings held, attendance of the members of the Nomination and Remuneration Committee meetings are given separately in the Corporate Governance Report which forms an integral part of this Annual Report.

14. RISK MANAGEMENT POLICY

{Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015 and relevant provisions of the Act}

The Company has proactive approach towards the Risk Management which is designed to identify and assess the threats and framing a suitable response to those threats affecting the achievement of organizational objectives.

The Company is operating in the textile segment which itself is susceptible to certain kind of risks associated with textile industry and its different constituents. In order to manage, minimize and mitigate these risks, it regularly analyses and takes corrective actions and periodically reviews its process. The Board of Directors of the Company has framed a Risk Management Policy which consists of three essential elements viz. Risk Identification, Risk Assessment, Risk Management and Risk Mitigation & Risk Monitoring. The details of the risk associated with the Company are set out in MADR Report, details is annexed with the Board's Report as “Annexure-E” which forms an integral part of this Board's Report.

The composition, number and date of meetings held, attendance of the members of the Risk Management Committee meetings are given separately in the Corporate Governance Report which forms an integral part of this Annual Report.

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY

{Pursuant to Section 177 (9) & (10) of the Act read with relevant Rules thereunder and Regulation 22 of the SEBI (LODR) Regulations, 2015}

A Vigil Mechanism/Whistle Blower Policy provides a channel to employees to report to the management cases relating to unethical behavior, actual or suspected fraud, or violation of the Company's codes of conduct or ethics policy. The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy to provide adequate safeguards against the victimization of employees and direct access to the Chairman of the Audit Committee. Further, it is affirmed that no personnel of the Company have been denied access to the Audit Committee during the FY 2024-2025.

16. PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE :

{Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and relevant provisions of the Act}

The Company is committed to maintain the workplace free of discrimination, prejudice, gender bias, or any form of harassment including sexual harassment at workplace and focused on creating safe and healthy working environment, where every employee is treated with dignity. The Company believes that ‘Prevention is better than cure' and marching towards the same vision, the Company has in place a policy on “Prevention, Prohibition and Redressal of Sexual Harassment” at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee which creates an awareness to prevent the sexual harassment at workplace.

Further, details have been disclosed in the Business Responsibility and Sustainability Report is annexed with the Board's Report as “Annexure-G” which forms part of this Integrated Annual Report.

17. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that the Human Capital is the strongest pillar of the Company and with same vision the Company continues to retain focus on core values of “Trust, Quality and Excellence” that drives the organization culture. The Company is focused on developing the practices to foster and strengthen the capability of human capital to deliver the critical outcomes and increasing the operational efficiency and capital productivity.

The talent being the backbone of the Company is the key strength, which has led the Company to achieve the positive results and various milestones in its journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success.

During the FY 2024-2025, employee satisfaction and involvement by fostering employee growth and development through training programs, career development and performance management systems, resulted in maintaining harmonious and cordial Industrial Relations.

18. AUDITORS

(a) Statutory Auditors

{Pursuant to Section 139, 141 and 142 of the Act read with relevant Rules thereunder}

M/s. Ravi Karia & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 157029W) were appointed as Statutory Auditors of the Company to hold office for a term of two (2) years from the conclusion 37^th AGM to 39^th AGM (i.e. for the FY 2023-2024 to FY 2024-2025).

The Board of Directors at their Board Meeting held on Thursday, 21^st of August, 2025 recommended the appointment of M/s. R. Choudhary & Associates (FRN-101928W), Chartered Accountants, Ahmedabad for further period of five consecutive years from the conclusion 39^th AGM to 44^th AGM (i.e. for the FY 2025-2026 to FY 2029-2030), subject to approval of members of the Company at this 39^th Annual General Meeting of the Company.

The Independent Auditor's Report on the Annual Audited Standalone and Consolidated Financial Statements of the Company issued by M/s. Ravi Karia & Associates, Statutory Auditors of the Company for the FY 20242025 has no audit qualifications, reservations, adverse remarks or disclaimer.

(b) Division Auditors

The Company is engaged in the Textile Sector and the main business activities related to manufacturing of Denim Fabric, Premium Printed Shirtings, Dyed Yarn, Bottom Weights etc. are operated through its various internal divisions as stated in the Notes to Financial Statements.

M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W) the Division Auditors of the Company have carried out the Audit of the Divisions of the Company for the FY 2024-2025.

Further, the Board of Directors of the Company has re-appointed M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W) for conducting audit of the divisions of the Company for the FY 2025-2026. Required consent to act as the Division Auditors of the Company has been received from the said Auditors on terms & conditions as mutually agreed upon between the Division Auditors and the Board / management of the Company.

(c) Secretarial Auditors

{Pursuant to the provisions of Section 204 of the Act read with relevant Rules thereunder}

M/s. SPANJ & Associates, Company Secretaries, Ahmedabad, the Secretarial Auditors of the Company has conducted the audit of secretarial records for the FY 2024-2025. Pursuant to amendment in Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 as amended from time to time, Board of Directors at their meeting held on Wednesday, 28^th May, 2025 have recommended appointment of M/s. SPANJ & Associates, Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for first term of five consecutive years, to hold office upto 44^th (Forty fourth) Annual General Meeting of the Company subject to approval of members of the Company at this 39^th Annual General Meeting of the Company.

The Ordinary Resolution seeking approval from members for appointment of M/s. SPANJ & Associates, Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for first term of five consecutive years, forms a part of the Notice of this Annual General Meeting.

* Annual Secretarial Audit Report

The Secretarial Audit Report is annexed with the Board's Report as “Annexure-B-1” and has no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the FY 20242025.

* Annual Secretarial Audit Report of Material Unlisted Subsidiary Company

The Secretarial Audit Report of Material unlisted Subsidiary Company - Goodcore Spintex Private Limited is annexed with the Board's Report as “Annexure-B-2” and has no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the FY 2024-2025.

* Certificate of Non-Disqualification of Directors

{Pursuant to Regulation 34(3) read with amended Schedule V (C)(10)(i) of the SEBI (LODR) Regulations, 2015}

The Company has obtained the certificate from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority and the same is annexed to Corporate Governance Report which forms an integral part of this Annual Report.

(d) Cost Auditors

{Pursuant to Section 148 of the Act read with relevant Rules thereunder}

M/s. K. V. Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad has conducted the Audit of Cost Records for the FY 2024-2025 with no audit qualifications, reservations, adverse remarks or disclaimer in the Cost Audit Report for the FY 2024-2025.

Further, the Board of Directors at their meeting held on Wednesday, 28^th May, 2025 has re-appointed M/s. K. V. Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad as Cost Auditors to conduct the audit of cost records of the Company for the FY 2025-2026; the consent of which along with a certificate confirming their independence and arm's length relationship has been duly received by the Company from the said Auditors.

The Ordinary Resolution seeking approval from members for ratification of remuneration to be paid to the said Cost Auditors, forms a part of the Notice of this Annual General Meeting.

(e) Internal Auditors

{Pursuant to Section 138 of the Act read with relevant Rules thereunder}

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

{Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015}

ESG Reporting is changing the landscape of businesses globally. To meet the ever increasing global challenges pertaining to ESG i.e., Environmental, Social and Governance dimensions, your Company adopted responsible and sustainable business practices.

Your Company is pleased to present the 3^rd Business Responsibility and Sustainability Report (BRSR) for the FY 2024-2025 which forms integral part of this Board's Report and is annexed as “Annexure-G”.

27. MATERIAL CHANGES

? DURING THE YEAR:

During the Financial Year under review, there were no other material changes occurred or material commitments which affected the financial position of the Company except if any separately stated in this Board's Report and except as stated below:

i. Postal Ballot:

a. During the year under review, the Board of Directors sought approval of the Shareholders of the Company through Postal Ballot process vide Postal Ballot notice dated 28^th February, 2024 for the Special Businesses as set out herein below:

o Appointment of Ms. Deepa Kunal Maniar (DIN: 08583933) as Non-Executive Independent Director of the Company

o Appointment of Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as Non-Executive Independent Director of the Company

The above Resolutions were passed with requisite majority of the Shareholders on 09^th April, 2024 being the e-voting end date.

b. During the year under review, the Board of Directors sought approval of the Shareholders of the Company through Postal Ballot process vide Postal Ballot notice dated 07^th January, 2025 for the Special Businesses as set out herein below:

o Increase in Authorized Share Capital from ' 30,00,00,000/- (Rupees Thirty Crore only) divided into 30,00,00,000 (Thirty Crore) Equity Shares of ' 1/- each to ' 101,00,00,000/- (Rupees One Hundred and One Crore only) divided into 101,00,00,000 (One Hundred and One Crore) and Consequent Alteration to the Capital Clause of the Memorandum of Association of the Company.

o Approval for issuance of 80,20,81,600 (Eighty Crore Twenty lakh Eighty one thousand Six Hundred ) bonus equity shares of FV of '1/- each, in the ratio of 4:1 i.e. 4 (Four) equity shares having FV of ' 1/- each for every 1 (one) existing equity share of F.V. of ' 1/- each.

The above Resolutions were passed with requisite majority of the Shareholders on 15^th February, 2025 being the e-voting end date.

The details are given under the head “Postal Ballot” in ‘Report on Corporate Governance' Section which forms an integral part of this Annual Report.

? DURING THE PERIOD FROM THE END OF FINANCIAL YEAR 31^st MARCH, 2025 TO THE DATE OF THIS REPORT (POST BALANCE SHEET DATE EVENTS)

There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the financial year and as at the date of this Board's Report except as stated below:

a) Pursuant to the execution of Share Purchase Agreement dated 05^th March 2025 for Disinvestment of 31.25% of equity investment of the Company in M/s. Kashyap Tele-Medicines Limited - Associate Company, the Company has transferred 1,49,15,000 (31.25%) of its equity investment in M/s. Kashyap Tele-Medicines Limited to M/s. June Enterprises Private Limited. Accordingly M/s. Kashyap Tele-Medicine Limited ceases to be an Associate of our Company w.e.f 20^th May, 2025.

b) The Board of Directors at their meeting held on 28^th June 2025 approved the sale of 51% of Equity share capital invested in Wholly-Owned Material Subsidiary Company - M/s. Goodcore Spintex Private Limited.

Further, Company has received Shareholders approval through Postal Ballot and consequently Goodcore Spintex Private Limited ceased to be a Wholly Owned Subsidiary company w.e.f 06^th August 2025

28. BOARD MEETINGS

There were total 7 (Seven) Board Meetings held during the FY 2024-2025 for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned in the Corporate Governance Report, which forms an integral part of the Annual Report.

29. KEY MANAGERIAL PERSONNEL

{Pursuant to provisions of Section 203 of the Act, 2013 read with relevant Rules thereunder}

The Company comprises of dynamic, well qualified, experienced, specialized and versatile professionals in the Management of the Company who are designated as ‘Key Managerial Personnel (KMPs)' in compliance with applicable provisions. The details of the Key Managerial Personnel of the Company are as under:

30. BOARD OF DIRECTORS

The Board of Directors of the Company is fully committed to providing the strategic direction towards the longterm success of the Company. They ensure long-term sustainability, create value, delegate responsibilities, manage risks, and ensure high-quality governance to keep the Company on the path of sustainable growth and development.

> The details of size and composition of the Board is provided in Corporate Governance Report, which forms an integral part of the Annual Report.

> During the financial year under review, the following changes took place in the board structure of the Company:

i) In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Amit Agrawal (DIN: 00169061), Vice-Chairman & Managing Director, who was liable to retire by rotation at the Annual General Meeting held on 16^th September, 2024, and who had offered himself for re-appointment, was re-appointed.

ii) In order to maintain the diverse and Independent Board to ensure good governance practices, on the recommendations of Nomination and Remuneration Committee and approval of Board of Directors at their meetings held on 13^th February, 2024; the shareholders of the Company had considered and approved the appointment of Ms. Deepa Maniar (DIN: 08583933) and Mr. Vinodkumar Singh (DIN: 10454743) as Non-Executive Independent Directors of the Company to hold office for a first term of 2 consecutive years w.e.f. 13^th February, 2024, by passing the Special Resolutions through postal ballot process on 9^th April, 2024.

iii) Ms. Jasdev Kaur Rait resigned from the position of Non-Executive Independent Director of the company w.e.f. 13^th April, 2024.

iv) Ms. Chetna Dharajiya, Company Secretary and Compliance Officer of the Company has tendered her resignation vide letter dated 12^th April, 2024, to be effective from the close of business hours of 15th April, 2024 to pursue personal and professional growth opportunities.

v) Mr. Durgesh D. Soni (ACS- 38670), was appointed as a Whole Time Company Secretary, Compliance Officer and Key Managerial Personnel of the Company w.e.f. 13^th July, 2024.

vi) Board of Directors at their meeting held on Tuesday, 13^th August, 2024, considered and approved reappointment of Mr. Rajesh Jain (DIN: 00209896) as a Non-Executive Independent Director on the Board of the Company for the second term of 5 (Five) consecutive years, i.e., w.e.f. 14^th February, 2025 to 13^th February, 2030, subject to approval of the Shareholders of the Company. Further, members of the Company at their 38^th Annual General Meeting held on 16^th September, 2024, approved and confirmed the re-appointment of Mr. Rajesh Jain (DIN: 00209896) as a Non-Executive Independent Director on the Board of the Company.

vii) Mr. Ashish Navnitlal Shah (DIN: 00089075) ceased to be an Independent Director due to completion of the term w.e.f. 27^th September, 2024.

viii) Resignation of Mr. Durgesh D. Soni (ICSI Mem. No. A38670) from the position of Whole Time Company Secretary, Compliance Officer and Key Managerial Personnel of the Company, w.e.f. Wednesday, 8^th January, 2025.

> All the Directors of the Company have confirmed that they are not disqualified from being appointed or to continue as Directors of the Company in terms of Section 164 of the Act.

> Pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulation, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

> The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the SEBI (LODR) Regulations, 2015 and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

> Further, all the required Ordinary & Special Business Agenda as pointed below are being placed for your approval at the ensuing 39^th Annual General Meeting. In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued

by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, is stated in the Notice convening the 39^th Annual General Meeting of your Company.

• Re-appointment of Dr. Yamunadutt Agrawal (DIN: 00243192), as a Non-Executive Non-Independent Director as a Director liable to retire by rotation under Section 152 of the Companies Act, 2013.

31. COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board of Directors focuses on diversified and specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board of Directors on the matters in their areas of purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval. The Committees of the Board plays decisive role in the governance structure of the Company. The Board of Directors of the Company has various Committees the details of which viz. composition of committees, details of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

32. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

{Pursuant to the provision of the Act and Schedule IV of the SEBI (LODR) Regulations, 2015 read with the Guidance Note on Board Evaluation as issued by the SEBI in January, 2017}

Performance evaluation is the best tool in enhancing the effectiveness of the Board as a whole. Your Board of Directors prescribed and approved the mechanism to carry out the Annual Performance Evaluation of the Board of Directors as a whole, individual Directors and Committees of the Board including the Chairperson of the various Committee.

Periodic Board Evaluation is the most effective way to ensure Board members understand their duties and to adopt effective good governance practices.

The key objectives of conducting the Board Evaluation process is to ensure that the Board of Directors and various Committees of the Board have appropriate composition, significantly enhance Board effectiveness, maximize strengths, tackle weaknesses and improve corporate relationships.

Similarly, the key objectives of conducting performance evaluation of the Directors is to ascertain if the Directors actively participate in the Board / Committee Meetings and contribute to achieve the common business goals of the Company and thus in order to fulfill such objective, the Board of Directors understands the prominence of an effective Board Evaluation process and accordingly the Performance Evaluation is being conducted every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board;

iii. Individual Directors including the Chairman of the Board & Committees.

During the FY 2024-2025;

1. the Board evaluation was conducted, complying with all the applicable criteria of evaluation as envisaged in the “SEBI Guidance Note on Board Evaluation” through a structured questionnaire designed with the parameters and feedback based on ratings.

2. a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson of the Company and review the performance of the Non-Independent Directors and the Board as a whole and also the performance evaluation of Independent Directors.

Subsequent to the completion of internal evaluation process, the same was discussed and reviewed at the Nomination and Remuneration Committee Meeting and thereafter by the Board of directors. The Board of Directors expressed their satisfaction with the evaluation process and results thereof.

33. OTHER STATUTORY DISCLOSURES

(i) Deposits

{Pursuant to Section 73 and 74 of the Act read with relevant rules thereunder}

The Company neither has accepted or renewed any deposits nor has any outstanding deposits during the Financial Year under review.

(ii) Investor Education and Protection Fund (“IEPF”)

{Pursuant to Section 124 & 125 of the Act read with relevant Rules thereunder}

The Company is in compliance with the above provisions of the Act and Rules related to IEPF. The details of compliances are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

(iii) Changes in Share Capital

During FY 2024-2025, the Company has altered/modified its authorized share capital and also issued and allotted bonus equity shares as mentioned below:

Shareholders of the Company through Postal Ballot process vide Postal Ballot notice dated 07^th January, 2025 approved the following Special Businesses :

o Increase in Authorized Share Capital from ' 30,00,00,000/- (Rupees Thirty Crore only) divided into 30,00,00,000 (Thirty Crore) Equity Shares of ' 1/- each to ' 101,00,00,000/- (Rupees One Hundred and One Crore only) divided into 101,00,00,000 (One Hundred and One Crore) and Consequent Alteration to the Capital Clause of the Memorandum of Association of the Company.

o Approval for issuance of 80,20,81,600 bonus equity shares of FV of '1/- each, in the ratio of 4:1 i.e. 4 (Four) equity shares having FV of ' 1/- each for every 1 (one) existing equity share of F.V. of ' 1/- each

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

Further, as on 31^st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as at 31^st March, 2025 is as per the details below:

Share Capital Structure (including Capital & No of Shares)

(iv) Maintenance of Cost Records

{Pursuant to Section 148(1) of the Act and rules thereunder}

In compliance with the above provisions, the Company ensures the preparation and maintenance of cost records of the Company on annual basis, the cost audit of which was carried by the Cost Accountants of the Company, M/s. K. V. Melwani & Associates, Ahmedabad.

(v) Particulars of Loans, Guarantees or Investments

{Pursuant to Section 186 of the Act and rules thereunder}

The details of loans granted, guarantees given and investments made during the FY 2024-2025 as covered under the above provisions are provided in the notes to the Financial Statements which forms an integral part of this Annual Report.

(vi) Listing of the Company

The Equity Shares of the Company continues to be listed on “BSE Limited” since 25^th March, 1996 and at “The National Stock Exchange of India Limited” since 25^th November, 2010.

The annual listing fees for the FY 2025-2026 has been duly paid to these Stock Exchanges.

Further the Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the FY 2025-2026 has also been paid.

(vii) Adherence to Statutory Compliances

During the FY 2024-2025, the Company had complied with all the applicable statutory compliances of the Act, the SEBI (LODR) Regulations, 2015, Secretarial Standards issued by ICSI and other laws, provisions and Acts as may be applicable to the Company from time to time.

(viii) Significant and Material Orders Passed By the Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future, during the FY 2024-2025.

(ix) Application under the Insolvency and Bankruptcy Code, 2016

During FY 2024-2025, your Company has neither made any application nor were any proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended on 31^st March, 2025.

(x) Details of settlement done with Banks or Financial Institutions

During the FY 2024-2025, there is no such settlement done with any Banks and Financial Institutions.

34. ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors extends their sincere acknowledgement and appreciation to the Banks, Financial Institutions, Central and State Governments, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory Authorities for their invaluable support, collaboration, and contributions towards the success and growth of the Company.

The Board of Directors also places on record their sincere gratitude and appreciation to the Management, Directors, its valued customers, Business Associates, Consultants, vendors, service providers, shareholders, investors and all the stakeholders for their persistent faith, unstinted commitment, co-operation and continued support.

Further, the Board of Directors extends heartfelt gratitude and appreciation to all employees for their dedication, hard work, and commitment to the Company's goals. Their efforts are integral to our achievements and growth, and we value their contributions immensely.

Your Directors very warmly thank every member of the Jindal family for their contribution to Company's performance. We applaud them for their superior levels of competence, continuous dedication and commitment towards Company and making the Company what it is today. Their enthusiasm and untiring efforts have enabled the Company to scale new heights and to built a stronger tomorrow.

As the Company is approaching the new Financial Year 2025-2026 it is confident that it will be able to overcome all the challenges that come its way with a vision of being one of the largest textile Company in the world.