JITF Infralogistics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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: (Rs. in Lacs)

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

Water Infrastructure Business:

Your Company''s 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 ? 255.12 Crores in FY 2024-25 against ? 200.30 Crores in FY 2023-24, an increase of
27.3%;

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

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

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

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

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

Management''s 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 Company''s 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 Company''s 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 doesn''t 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, Non¬
Executive 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 arm''s 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 Company''s 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 Company''s 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 Company''s
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 Company''s
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 Auditor’s 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 doesn''t 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 business''s 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 Company''s risk management policies & systems.

Your Company''s 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 Company''s 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 COMPANY’S 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 company''s 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 : 13^th August, 2025 Chairman

---

Mar 31, 2024

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

1. FINANCIAL RESULTS

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

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

2. REVIEW OF OPERATIONS

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

Your Company''s step-down subsidiary i.e. JWIL Infra Limited (“JWIL”) - During the Financial Year 2023-24, JWIL recorded Operations Revenue of Rs. 2,164.25 Crores as against previous Financial Year Operations Revenue of Rs. 940.44 Crores, witnessing a growth of about 130% over previous year. The Company has achieved EBIDTA, PBT and PAT of Rs 195.01 Crores, Rs. 160.22 Crores and Rs. 114.16 Crores respectively as against Rs. 83.58 Crores, Rs. 59.94 Crores and Rs. 42.84 Crores in previous FY 2022-23. JWIL have also been able to maintain and improve Profitability marginally with various cost saving initiatives. The Company is focused on Digitalization of processes along with operational efficiency and has taken various steps to achieve the same.

As a company, JWIL is doing selective bidding for new projects, based on parameters laid down by the Board in this respect. During the FY 2023-24, JWIL has been awarded orders worth Rs. 1,805 Crores to cater drinking water supply requirements. After considering orders received during FY 2023-24, JWIL closing Order book as on 31st March 2024 stood for more than Rs. 4000 crores. During the coming Financial Year 2024-25, JWIL is targeting to complete five projects, namely Chhitakhudari, Byarma, Patyora, Guwahati C1 and Guwahati C3.

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

Rs. 368.91 Crores against Rs. 280.57 Crores during FY 2022-23 at consolidated level. JUIL has created a niche in Indian Waste to Energy (WtE) segment with vast experience of successfully operating WTE Plant for more than 12 years in adherence of the emission norms set by the Pollution Control Board. Okhla WtE plant with capacity of 23 MW has generated a revenue of Rs. 69.40 crores during FY 2023-24. It has processed about 6,47,960 MT of MSW during FY 2023-24 and converted it into greener energy over 165.2 million units out of which about 141.5 million units were exported to the grid, compost over 988 tons and recyclables above 736 tons. On environment indices, this plant, since its inception, has prevented around 100 acres of land (considering Landfill height of 20 Meters) to get converted into Landfill and generation of above 10 million KL of leachate which would have contaminated the ground water by seepage.

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

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

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

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

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

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

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

3. DIVIDEND

To cater to the working capital requirement, the Board of Directors express that the profits of the company be retained and therefore, do not recommend any dividend for the Financial Year 2023-24.

4. CHANGES IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business of your Company during the year under review.

5. MATERIAL CHANGES AFFECTING THE COMPANY

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

6. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve during the year under review.

7. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2024 stood at Rs. 514.07 lacs. During the year under review, the Company has not issued any: a) shares with differential voting rights; b) sweat equity shares; c) equity shares under the Employees Stock Option Scheme.

8. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 1 to this Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forming part of this report, has been attached to this Report.

10. FINANCIAL STATEMENTS

The Audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Audited annual consolidated financial statements forming part of the Annual Report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 -‘Consolidated Financial Statements'' and Indian Accounting Standards (Ind AS) 28 - ‘Investments in Associates and Joint Ventures'' and all other Ind AS provisions as may be applicable, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Your Company has the following subsidiaries:

Direct Subsidiary

1. JITF Urban Infrastructure Services Limited

Indirect Subsidiary

1. Jindal Rail Infrastructure Limited

2. JWIL Infra Limited

3. JITF Urban Infrastructure Limited

4. JITF Water Infra (Naya Raipur) Limited

5. JITF ESIPL CETP (Sitarganj) Limited

6. JWIL Infra Projects Limited

7. Timarpur-Okhla Waste Management Company Limited

8. JITF Urban Waste Management (Jalandhar) Limited

9. JITF Urban Waste Management (Bathinda) Limited

10. JITF Urban Waste Management (Ferozepur) Limited

11. Jindal Urban Waste Management Limited

12. Jindal Urban Waste Management (Guntur) Limited

13. Jindal Urban Waste Management (Visakhapatnam)Limited

14. Jindal Urban Waste Management (Jaipur) Limited

15. Jindal Urban Waste Management (Jodhpur) Limited

16. Jindal Urban Waste Management (Ahmedabad) Limited

17. Tehkhand Waste to Electricity Project Limited

18. Jindal Urban Waste Management (Bawana) Limited 19 Quality Iron and steel limited

Joint Ventures of Indirect subsidiary

1. JWIL-SSIL (JV)

2. SMC-JWIL(JV)

3. JWIL-Ranhill (JV)

4. TAPI-JWIL (JV)

5. MEIL JWIL (JV)

6. JWIL SPML (JV)

7. OMIL-JWIL -VKMCPL(JV)

8. KNK-JWIL(JV)

9. SPML-JWIL (JV)

10. JWIL- OMIL- SPML (JV)

11. JWIL- LCC (JV)

Associates Company

1. Four Season Investments Limited

12. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

During the Financial Year, the Board of Directors reviewed the affairs of the subsidiary companies. Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the Company''s 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 Company''s website at http://www.jindalinfralogistics.com/policypdf/POLICY-FOR DETERMINING-MATERIAL -SUBSIDIARIES.pdf.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed by the Board of Directors: -

a. that in the preparation of the annual accounts for the Financial Year ended 31st March, 2024, the Indian Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period.

c. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that they had prepared the accounts for the financial year ended 31st March, 2024 on a ‘going concern'' basis;

e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

14. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS -1 and SS - 2, relating to “Meetings of the Board of Directors'' and “General Meetings'' respectively, have been duly followed by the Company.

15. CORPORATE SOCIAL RESPONSIBILITY

During the Financial year under review, the Company doesn''t fulfill the criteria covered under Section 135 of the Companies Act, 2013. Therefore, the provision related to Corporate Social Responsibility is not applicable to the Company.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from all Independent Directors as stipulated under Section 149 (7) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of Independence.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As at March 31,2024, Composition of the Board was as follows:

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

Your Board of Directors are duly constituted with proper balance of Executive Director, NonExecutive Directors and Independent Directors with rich experience and expertise across a range of field such as corporate finance, strategic management, accounts, legal, marketing, human resource and strategy.

At the ensuing Annual General Meeting, Ms. Kanika Sharma, Non- Executive Director (DIN-08936073 of the company, retire by rotation and being eligible, offer herself for re-appointment.

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

An appropriate resolution for the appointment is being placed for your approval at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 17th AGM of your Company.

Policy on Directors’ Appointment and Remuneration

The Nomination and Remuneration Committee selects the candidate to be appointed as the Director on the basis of the needs and enhancing the competencies of the Board of the Company.

The current policy is meant to have a balance of executive and non-executive Independent Directors to maintain the independence of the Board and separates its functions of governance and management.

The composition of Board of Directors during the Financial Year ended March 31, 2024 are in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013.

The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors is governed by the Nomination and Remuneration Policy of the Company.

18. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employee of your Company, who were employed throughout the Financial Year, were in receipt of remuneration in aggregate of Rs.1,02,00,000 (Rupees One Crore Two Lakh) or more or if employed for the part of the financial year was in receipt of remuneration of Rs. 8,50,000 (Rupees Eight Lakh Fifty Thousand) or more per month.

19. DISCLOSURE UNDER SECTION 197 (14) OF THE COMPANIES ACT, 2013

Neither the Executive Director nor the Chairman of the Company received any remuneration or commission from Subsidiary Company during the Financial Year.

20. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance of the Board, its Committees and of individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178 (1) of the Companies Act, 2013. This may be accessed at the link http:// www.jindalinfralogistics.com/policypdf/Performance-Evaluation.pdf.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and related matters have been uploaded on the website of the Company at the link http:// www. jindalinfralogistics.com/policypdf/Familiarization-Programme-of-Independent-Directors.pdf.

21. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance is attached to this report on Corporate Governance.

22. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

The regulation 23(4) states that all related party transactions (RPTs) with an aggregate value exceeding Rs. 1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm''s length basis.

During the year under review, the Company through its subsidiaries has entered into material related party transactions with related parties. All the related party transactions are in compliance with the provisions of SEBI Listing Regulations as applicable during the financial year ended 31st March, 2024.

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

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

23. RISK MANAGEMENT POLICY

The Company''s 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 Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

24. AUDITORS & THEIR REPORT(A) STATUTORY AUDITORS

The Members of the company had appointed M/s Lodha & Co, Chartered Accountants, (ICAI Firm Registration No. 301051E), as Statutory Auditor of the company for a term of 5 (Five) consecutive years from conclusion of 15th Annual General Meeting until the conclusion of 20th Annual General Meeting. The M/s Lodha & Co, Chartered Accountant have confirmed that they are not disqualified from continuing as Auditors of the Company. Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory. There has been no fraud reported by the Statutory Auditors of the Company.

(B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s S. Bhawani Shankar & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March 2024 is annexed herewith marked as Annexure - 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Company''s material subsidiaries undergo a Secretarial Audit. Copy of Secretarial Audit Reports of Material Subsidiaries ie, JITF Urban Infrastructure Services Limited, JITF Urban Infrastructure Limited, Jindal Rail Infrastructure Limited, JWIL Infra Limited, Jindal Urban Waste Management (Guntur) Limited, Timarpur- Okhla Waste Management Company Limited and Tehkhand Waste To Electricity Project Limited forms part of this report. The Secretarial Audit Report of these material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

i. Auditors’ Report

There have been no fraud, qualification, reservation or adverse remark reported by the Statutory Auditors of the Company.

ii. Secretarial Auditor’s 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 doesn''t 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 business''s 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 Company''s risk management policies & systems.

Your Company''s philosophy is of zero tolerance towards all applicable legal non-compliances.

27. DISCLOSURES MEETINGS OF THE BOARD

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

During the Financial Year under review, the Board of Directors met Six (6) times.The composition of Board of Directors during the year ended March 31,2024 was in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the7 Companies Act, 2013. For further details, please refer to the report on Corporate Governance Report attached with this annual report.

AUDIT COMMITTEE

As on 31.03.2024, the Audit Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (Chairman), Mr. Girish Sharma, Dr. Raj Kamal Aggarwal and Mr. Amarendra Kumar Sinha, as other members.

The Chairman of the Committee is an Independent Director. The Members possess adequate knowledge of Accounts, Audit, and Finance etc. The composition of the Audit Committee is in conformity with the requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5 (Five) Audit Committee Meetings were held during the year. The particulars of the Meetings held are detailed in the Corporate Governance Report, which forms part of this Report. During the Financial Year all the recommendations made by the Audit Committee were accepted by the Board.

INDEPENDENT DIRECTOR MEETING

During the year under review, the Independent Directors of the Company met once during the year. For further details, please refer to the report on Corporate Governance attached to this annual report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (Chairman), Ms. Kanika Sharma, Dr. Raj Kamal Aggarwal, as other members.

The Chairman of the Committee is an Independent Director. The composition of the Nomination & Remuneration Committee is in conformity with the requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.

During the Financial Year ended 31st March 2024, the committee met 2 (two) times. For further details, please refer report on Corporate Governance attached with this annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder & Relationship Committee comprises of Directors namely, Ms. Kanika Sharma (Chairperson), Mr. Dhananjaya Pati Tripathi, Mr. Amarendra Kumar Sinha, as other members.

The Chairperson of the Committee is a Non- executive Director. The composition of the Stakeholder & Relationship Committee is in conformity with the requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.

During the Financial Year under review the Stakeholder Relationship Committee met four (4) times. For further details, please refer report on Corporate Governance attached with this annual report.

28. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Executive Director or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http:// www.jindalinfralogistics.com/policypdf/POLICY-VIGIL%20 MECHANISM. pdf.

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Notes to the standalone financial statement).

30. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. There were no foreign exchange earnings and expenditure of your Company during the Financial Year.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee whose particulars are required to be furnished under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1), 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided at Annexure - 4.

32. PUBLIC DEPOSITS

During the Financial Year ended March 31,2024, the Company has not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31st March 2024.

33. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S 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 company''s operations in future.

w.e.f.13th June, 2024, the registered office of the Company has been shifted from Kosi Kalan, Uttar Pradesh to Raipur, Chhattisgarh.

Further, during the year under review, no applications were made, or no proceedings were pending as at the end of the year under the Insolvency and Bankruptcy Code, 2016.

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

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

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

35. ACKNOWLEDGEMENT

Your directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.

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Mar 31, 2023

The Board of Directors are pleased to present the 16^th Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2023 is summarized

below:		(Rs. Lacs)
Particulars	Yearended 31st March, 2023	Year ended 31st March, 2022
Revenue from operations	283.56	276.71
Other Income	2.16	-
Profit before finance cost, depreciation, exceptional items and tax	46.51	42.51
Less:
Finance cost	13.61	16.04
Depreciation and amortization expense	1.42	0.88
Profit before tax	31.48	25.59
Tax expense	12.20	6.45
Profit after tax	19.28	19.14
Other Comprehensive Income Items that will not be reclassified to profit and loss	(16.77)	1.95
Total Comprehensive Income for the year	2.51	21.09

2. REVIEW OF OPERATIONS

During the Financial Year, Company achieved Gross Revenue of Rs. 285.72 lacs as against Rs. 276.71 lacs achieved during the previous year. The net profit after tax for the Financial Year is Rs. 19.28 lacs as compared to Rs. 19.14 lacs in the previous year.

Your Company''s step-down subsidiary JWIL Infra Limited (“JWIL”), during the Financial Year 2022-23, was able to achieve total revenue from operation amounting to Rs. 940.44 Crores as against Rs. 789.34 Crores in previous Year 2021-22, witnessing a growth of about 19% over previous year. JWIL has also been able to maintain and improve marginally its profitability with various cost saving initiatives.

JWIL is focused on digitalization of processes along with operational efficiency and has taken various steps to achieve the same such as engaging PWC as consultants for smoothing and improvement of SAP functions etc. During the year JWIL has hired new Chief Information Officer to speed-up its ongoing digitalization initiatives.

During the year, JWIL has secured orders worth Rs. 2180 Crores to cater drinking water supply requirements for various locations in Rajasthan, Jharkhand and Delhi.

After considering orders received during FY 2022-23, JWIL closing order book as at 31^st March 2023 stood for more than Rs 3700 Crores.

During the FY 2023-24, JWIL is targeting to complete Seven projects. Further, company is also focusing on long term Operations & Maintenance of past executed projects.

JITF Urban Infrastructure Limited (“JUIL”) is the largest WtE developer in India with portfolio of about 111 MW having a robust footing in Indian Waste to Energy and Waste Management space

with more than 13 years of experience, poised to be the leader in this sector in the country. During the Financial Year 2022-23, JUIL sustained a strong performance and achieved a revenue of Rs. 122.27 crores against Rs.100.60 Crores during FY 2022-23 at standalone level and Rs. 280.57 Crores against Rs.144.73 Crores during FY 2021-22 at consolidated level. JUIL has created a niche in Indian Waste to Energy (WtE) segment with vast experience of successfully operating WTE Plant for more than 12 years in adherence of the emission norms set by the Pollution Control Board. Okhla WtE plant with capacity of 23MW has generated a revenue of Rs.64.46 crores during the FY 2022-23. It has processed about 637810 MT of MSW during FY 2022-23 and converted it into greener energy over 171 million units out of which about 147 million units were exported to the grid, compost over 814 tons and recyclables above 2143 tons. On environment indices, this plant, since its inception, has prevented around 100 acres of land (considering Landfill height of 20 Meters) to get converted into Landfill and generation of above 10 million KL of leachate which would have contaminated the ground water by seepage.

JUIL has 7 WtE operational and under-construction projects amounting to a total capacity of approx. 111 MW. Out of them, three projects located at Guntur and Visakhapatnam both in Andhra Pradesh and Tehkhand, New Delhi were commissioned in October, 2021, February, 2022 and January, 2023 respectively. Guntur plant and Visakhapatnam plant generated a revenue of Rs.71.37 Crores and Rs. 56.27 Crores respectively during the FY 2022-23.

Guntur plant is successfully generating power with 90 to 100% PLF and exporting to the Grid. Guntur Plant has processed 302352.90 MT of MSW and 47127.04 MT of RDF during the FY 2022-23 which was converted into green energy and generated 126.10 million units of power out of which about 110.84 million units was exported to grid. Guntur Plant has treated 61,511.70 KL of leachate since August 2021 till date which would have otherwise caused contamination of Ground water and the treated water is being used for green belt development.

Visakhapatnam plant has processed approx. 330664 MT of MSW and 59060 MT of Refuse Derived Fuel during FY 2022-23 and converted it into greener energy over 101 million units out of which about 87.42 million units exported to the grid. It has also treated 9090 KL of leachate during the FY 2022-23.

15 MW Waste to Energy plant at Ahmedabad is in advance stages of procurement and erection which is expected to achieve Commercial Operation Date in March 2024. JUIL will have the capacity of handling around 9000 MT of MSW per day on successful operation of all plants. In addition to these projects, JUIL has successfully bid for 36 MW Waste to Energy project at Narela- Bawana, New Delhi. The performance of all the plants has been remarkably good with plant stabilization, improved efficiency and high PLF since start of its operations.

Jindal Rail Infrastructure Limited (“JRIL”):

JRIL has delivered strong business performance and achieved total turnover of Rs. 357.44 Crores during FY2022-23, an increase of 39% as compared to last financial year.

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

JRIL has strong order-book from Private sector customers and expects to receive more orders in coming months, providing clear revenue visibility for FY2023-24 and beyond.

JRIL has excellent in-house wagon design and engineering capabilities which enhances its competitive positioning in the market. ‘BFNV'' type wagon, jointly developed by Ministry of Railways'' Research Designs & Standards Organization (RDSO) and JRIL, has received immense commercial success and acceptance from Steel Companies which have already placed order for 36 Rakes and plan to release further orders for about 30 Rakes.

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 2022-23.

4. CHANGES IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business of your Company during the year under review.

5. MATERIAL CHANGES AFFECTING THE COMPANY

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

6. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve during the year under review.

7. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2023 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 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

Management''s Discussion and Analysis Report, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forming part of this report, has been attached to this Report.

10. FINANCIAL STATEMENTS

The Audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Audited annual consolidated financial statements forming part of the Annual Report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 -‘Consolidated Financial Statements'' and Indian Accounting Standards (Ind AS) 28 - ‘Investments in Associates and Joint Ventures'' and all other Ind AS provisions as may be applicable, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiaries:

Direct Subsidiary

1. JITF Urban Infrastructure Services Limited Indirect Subsidiary

1. Jindal Rail Infrastructure Limited

2. JWIL Infra Limited

3. JITF Urban Infrastructure Limited

4. JITF Water Infra (Naya Raipur) Limited

5. JITF ESIPL CETP (Sitarganj) Limited

6. JITF Industrial Infrastructure Development Company Limited

7. Timarpur-Okhla Waste Management Company Limited

8. JITF Urban Waste Management (Jalandhar) Limited

9. JITF Urban Waste Management (Bathinda) Limited

10. JITF Urban Waste Management (Ferozepur) Limited

11. Jindal Urban Waste Management (Tirupati) Limited

12. Jindal Urban Waste Management (Guntur) Limited

13. Jindal Urban Waste Management (Visakhapatnam)Limited

14. Jindal Urban Waste Management (Jaipur) Limited

15. Jindal Urban Waste Management (Jodhpur) Limited

16. Jindal Urban Waste Management (Ahmedabad) Limited

17. Tehkhand Waste to Electricity Project Limited 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. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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 Company''s 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.iindalinfralogistics.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. iindalinfralogistics.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 Company''s website at http://www.jindalinfralogistics.com/policvpdf/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 31^st March, 2023, 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 31^st March, 2023 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 doesn''t 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 31.03.2023, Composition of the Board was as follows:

DIN No	Name of Director	Position of Directorship
00038033	Mr. Arun Kumar Khosla	Non-Executive Director
01431428	Mr. Amarendra Kumar Sinha	Whole- time Director
00005349	Dr. Raj Kamal Aggarwal	Independent Director
05112440	Mr. Girish Sharma	Independent Director
00131460	Mr. Dhananjaya Pati Tripathi	Independent Director
08936073	Ms. Kanika Sharma	Non-Executive Director

Your Board of Directors are duly constituted with proper balance of Executive Director, NonExecutive Directors and Independent Directors with rich experience and expertise across a range of field such as corporate finance, strategic management, accounts, legal, marketing, human resource and strategy.

At the ensuing Annual General Meeting, Mr. Arun Kumar Khosla, Non- Executive Director (DIN- 00038033) of the company, retire by rotation and, being eligible, offer himself for re-appointment.

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

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who were re-appointed during the years are given below:-

The Board of Directors in their meeting held on 10^th August 2022 had appointed Mr. Arun Kumar Khosla, Din N0- (00038033) & Ms. Kanika Sharma, Din No- (08936073) as additional Directors of the company to hold office of Directors till conclusion of the ensuing Annual General Meeting. The Board also recommended to the members their appointment as non- executive and nonindependent directors.

During the year, Ms. Veni Verma (DIN- 07586927) and Mr. Neeraj Kumar, (DIN- 901776688) has resigned from the post of Non- Executive Non-Independent Director w.e.f 10^th August 2022.

The Board based on recommendation of nomination and remuneration committee has placed before the Annual General Meeting to Re-appointment of Mr. Amarendra Kumar Sinha as Whole-time Director for period of 3 years w.e.f 10^th August 2023 at ensuing 16th Annual General Meeting.

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 16^th AGM of your Company.

Policy on Directors’ Appointment and Remuneration

The Nomination and Remuneration Committee selects the candidate to be appointed as the Director on the basis of the needs and enhancing the competencies of the Board of the Company.

The current policy is meant to have a balance of executive and non-executive Independent Directors to maintain the independence of the Board and separates its functions of governance and management.

The composition of Board of Directors during the Financial Year ended March 31, 2023 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 Compan ies 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 its Holding or Subsidiary Company during the Financial Year.

20. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance of the Board, its Committees and of individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178 (1) of the Companies Act, 2013. This may be accessed at the link http:// www.jindalinfralogistics.com/policypdf/Performance-Evaluation.pdf.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.

The details of programme for familiarisation 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. jindaNnfralogistics.com/poNcypdf/FamiNarization-Programme-of-Independent-Directors.pdf

21. CORPORATE GOVERNANCE

The Company is committed to maintain 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

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

During the Financial Year, the Company had entered into material contract/ arrangement / transaction with subsidiary of the Company. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.jindalinfralogistics.com/policvpdf/POLICY%20QN%20RELATED%20 PARTY%20 TRANSACTIONS.pdf.

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

23. RISK MANAGEMENT POLICY

The Company''s 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 Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

24. AUDITORS & THEIR REPORT(A) STATUTORY AUDITORS

The Members of the company had appointed M/s Lodha & Co, Chartered Accountants, (ICAI Firm Registration No. 301051E), as Statutory Auditor of the company for a term of 5 (Five) consecutive years from conclusion of 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 selfexplanatory. There has been no fraud reported by the Statutory Auditors of the Company.

(B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Pankaj Kantha & Co., Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended 31^st March, 2023 is annexed herewith marked as Annexure - 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Company''s material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Material Subsidiaries ie, Jindal Rail Infrastructure Limited and JWIL Infra Limited forms part of this report. The Secretarial Audit Report of these material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADEi. Auditors’ Report

There have been no fraud, qualification, reservation or adverse remark reported by the Statutory Auditors of the Company.

ii. Secretarial Auditor’s Report

There are no qualification, 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 doesn''t 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 business 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 to 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 Company''s risk management policies & systems.

Your Company''s philosophy is of zero tolerance towards all applicable legal non-compliances.

27. DISCLOSURESMEETINGS OF THE BOARD

During the Financial Year under review, the Board of Directors met Four (4) times:

Meeting	Meeting Dates
Board Meeting	27.06.2022 10.08.2022 11.11.2022 10.02.2023

The composition of Board of Directors during the year ended March 31, 2023 is 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 report on Corporate Governance Report attached with this annual report.

AUDIT COMMITTEE

As on 31.03.2023, the Audit Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (Chairman), Mr. Girish Sharma, Dr. Raj Kamal Aggarwal and Mr. Amarendra Kumar Sinha, as other members.

The Chairman of the Committee is an Independent Director; The Members possess adequate knowledge of Accounts, Audit, and Finance etc. The composition of the Audit Committee is in conformity with the requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Four Audit Committee Meetings were held during the year. The particulars of the Meeting 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 Company met once during the year.

For further details, please refer report on Corporate Governance attached with 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 31^st March, 2023, the committee met 2 (two) time. 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 (Chairman), Mr. Dhananjaya Pati Tripathi, Mr. Amarendra Kumar Sinha, as other members.

The Chairman 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) time. 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 Company''s website at the link: http:// www.jindalinfralogistics.com/policypdf/POLICY-VIGIL%20 MECHANISM. pdf.

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Notes to the standalone financial statement).

30. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. There were no foreign exchange earnings and expenditure of your Company during the Financial Year.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee whose particulars are required to be furnished under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1), 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided at Annexure - 4.

32. PUBLIC DEPOSITS

During the Financial Year ended March 31,2023, the Company has not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31^st March, 2023.

33. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S 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 company''s operations in future.

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

35. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.

---

Mar 31, 2018

BOARD'S REPORT

To

The Members,

The Board of Directors are pleased to present the 11th Annual Report along with the Audited Financial Statements (standalone and consolidated) of the Company for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2018 is summarized below:

(Rs lacsj

Particulars	Year Ended 31st March, 2018	Year Ended 31st March, 2017
Revenue from operations	-	53.09
Other Income	240.98	312.02
Profit/ Loss before finance cost, depreciation, exceptional items and tax	42.78	242.28
Less:	Â	Â
Finance cost	23.29	4.50
Depreciation and amortization expense	0.11	-
Profit/ Loss before tax	19.38	237.78
Tax expense	0.22	81.81
Profit/ Loss after tax	19.16	155.97
Other Comprehensive Income Items that will not be reclassified to profit and loss	8.11	-
Total Comprehensive Income for the year	27.27	155.97

2. REVIEW OF OPERATIONS

During the year, Company achieved Gross Income of Rs 240.98 lacs against Rs 365.11 achieved during the previous year. The net profit for the year declined to Rs. 27.27 lacs as compared to 7155.97 lacs in the previous year. As at 31st March 2018, the Net worth of the Company increased to Rs. 31,932.48 lacs from Rs. 31,905.21 lacs as at 31st March 2017.

Your Company's step-down subsidiary JITF Water Infrastructure Limited (JWIL), carrying on the business of Water Infrastructure has continued to execute the projects in hand. These projects relate to water sector involving intake well, water treatment plant, overhead tanks, distribution network, house-hold connections, raw water supply to power plants and effluent treatment plants. JWIL has gained considerable experience in building and operating Common Effluent Treatment Plant at Sitarganj and this experience can be channelized to make further inroads in this sector.

Further to augment the business of the Company, JITF Urban Infrastructure Services Limited (JUISL), the unlisted material subsidiary  of the Company has entered into a strategic Investment Agreement on July 16, 2018 with Technomechanical Services Private Limited (TSPL) pursuant to which JUISL has agreed to transfer up to 49% (Forty Nine Percent) shareholding in JWIL in favour of TSPL or its designated representatives. However JUISL shall continue to hold 51% (Fifty One Percent) of the paid-up share capital of JWIL along with the right to appoint the majority of directors of the JWIL.

Another step-down subsidiary JITF Urban Infrastructure Limited (JUIL) is engaged in municipal solid waste management (MSW) & waste to energy (WtE) business. JUIL through its subsidiary has installed the country's first WtE facility at Okhla, New Delhi wherein the company is processing 1950 TPD of municipal solid waste and generating 16 MW of clean renewable energy.

JUIL has currently been allotted 3 WtE projects in the state of Andhra Pradesh, 2 WtE projects in Rajasthan & one each in Gujrat & Delhi region. In Andhra Pradesh at Guntur & Vishakhapatnam cluster, the company will process 1200 TPD of Municipal Solid Waste (MSW) and will generate

15 MW each of clean energy while at Tirupati cluster the Company will process 400 TPD of MSW and will generate 6 MW of clean energy. Similarly, in Delhi, it will be the largest WtE project in India which will process 2400 TPD of MSW and will generate 25 MW of renewable energy.

During the current year, apart from completing the ongoing projects, the company intends to focus on getting new orders for further growth of the Company.

During the financial year 2017-18, Jindal Rail Infrastructure Limited (JRIL) could not achieve optimal capacity utilization on account of rolling back of wagon purchases by both Indian Railways and private sector in the past year. Indian Railways postponed its annual procurement programme for wagons due to various policy changes on account of introduction of GST. The overall performance of JRIL during the financial year 2017-18 was subdued because of delays in placement of orders by the Indian Railways and due to low order book till last quarter. However, last quarter has witnessed a gradual pickup in demand. With the company winning new orders, its order book has risen. At present, orders for 878 wagons are under various stages of execution. Hence, performance is expected to improve going ahead. JRIL is also pursuing a de-risking strategy through diversification. In order to reduce dependence on wagon segment, JRIL has received a developmental order for 2 nos Locomotive Shell Assembly from DMW, Patiala.

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 2017-18.

4. MATERIAL CHANGES AFFECTING THE COMPANY

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

However, to further augment the business of the Company, JITF Urban Infrastructure Services Limited (JUISL), the unlisted material subsidiary of the Company has entered into a strategic Investment Agreement on July 16, 2018 with Technomechanical Services Private Limited

(TSPL) pursuant to which JUISL has agreed to transfer up to 49% (Forty Nine Percent) shareholding in JITF Water Infrastructure Limited (JWIL) in favour of TSPL or its designated representatives. However JUISL shall continue to hold 51% (Fifty One Percent) of the paid-up share capital of JWIL along with the right to appoint the majority of directors of the JWIL.

5. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve during the year.

6. SHARE CAPITAL

The paid-up Equity Share Capital as at March, 31, 2018 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 Employees Stock Option Scheme.

7. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 2 to this Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's 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 given under separate section in the Annual Report.

9. FINANCIAL STATEMENTS

The audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Audited annual consolidated financial statements forming part of the Annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 -'Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 -'Investments in Associates and Joint Ventures' and all other Ind AS provisions as may be applicable, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiaries: Direct Subsidiary

1. JITF Urban Infrastructure Services Limited Indirect Subsidiary

1. Jindal Rail Infrastructure Limited

2. JITF Water Infrastructure Limited

3. JITF Urban Infrastructure Limited

4. JITF Water Infra (Naya Raipur) Limited

5. JITF ESIPL CETP (Sitarganj) Limited

6. JITF Industrial Infrastructure Development Company Limited

7. Timarpur-Okhla Waste Management Company Limited (Formerly known as 'Timarpur-Okhla Waste Management Company Pvt. Limited")

8. JITF Urban Waste Management (Jalandhar) Limited

9. JITF Urban Waste Management (Bathinda) Limited

10. JITF Urban Waste Management (Ferozepur) Limited

11. Jindal Urban Waste Management (Tirupati) Limited

12. Jindal Urban Waste Management (Guntur) Limited

13. Jindal Urban Waste Management (Visakhapatnam) Limited

14. Jindal Urban Waste Management Jaipur) Limited

15. Jindal Urban Waste Management (Jodhpur) Limited

16. Jindal Urban Waste Management (Ahmedabad) Limited

11. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the 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 Company's subsidiaries in Form AOC-1 is attached to the Financial Statements of the Company.

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 Company's website at http://www.jindalinfralogistics.com/ policypdf/POLICY-FOR DETERMINING-MATERIAL -SUBSIDIARIES.pdf.

12. 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, 2018, 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, 2018 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.

13. 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.

14. 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Neeraj Kumar, Non - Executive Director (DIN :01776688) of the company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors on the recommendation of the Nomination and remuneration Committee has recommended his re-appointment.

The brief details relating to Mr. Neeraj Kumar is furnished in the explanatory statement to the notice of the ensuing AGM under the head "Directors Seeking Appointment / Re-appointment at this Annual General Meeting".

As on 31.03.2018, Composition of the Board was as follows:

DIN No	Name of Director	Position of Directorship
01431428	Mr. Rakesh Kumar Grover	Managing Director
01776688	Mr. Neeraj Kumar	Non-Executive Director
00005349	Dr. Raj Kamal Agarwal	Independent Director
05112440	Mr. Girish Sharma	Independent Director
00131460	Mr. Dhananjaya Pati Tripathi	Independent Director
07586927	Ms. Veni Verma	Non-Executive Director

Mr. Rakesh Kumar Grover has resigned from the post of Managing Director of the Company w.e.f. 03.08.2018. The Board placed on record the appreciation for the services rendered by him during his tenure with the company.

Mr. Amarendra Kumar Sinha has been appointed as Whole-Time Director of the Company w.e.f 3rd August, 2018.

Mr. Naresh Kumar Agarwal who was appointed on 29th May, 2017 as Chief Financial Officer (CFO) of the Company is no longer holding the position of CFO of the Company w.e.f. 31st July, 2018. The Board placed on record the appreciation for the services rendered by him during his tenure with the company.

Further, Mr. Anuj Kumar, who is a qualified Chartered Accountant and possess relevant skills has been appointed as CFO of the Company w.e.f. 31st July, 2018.

In view of the recent notification of the SEBI (LODR) Amendment Regulations, 2015, the Company seeks consent of the members by way of special resolution for continuation of appointment of Mr. D.P. Tripathi aged 76 years, as an Independent Director upto the expiry of his present term of office i.e. 04th September, 2021.

Policy on Directors' Appointment and Remuneration

The Nomination and Remuneration Committee selects the candidate to be appointed as the Director on the basis of the needs and enhancing the competencies of the Board of the Company.

The current policy is meant to have a balance of executive and non-executive Independent Directors to maintain the independence of the Board, and separates its functions of governance and management.

The composition of Board of Directors during the year ended March 31, 2018 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.

16. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance of the Board, its Committees and of individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link http://www.jindalinfralogisti cs.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 familiarisation 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-lndependent-Dir ectors.pdf.

17. CORPORATE GOVERNANCE

The Company is committed to maintain 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.

18. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company had entered into material contract / arrangement / transaction with subsidiary of the Company. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link:http://www.jinda infralogistics.com/policypdf/POLICY%20ON%20 REIATED%20 PARTY%20TRANSACTIONS.pdf.

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

19. RISK MANAGEMENT POLICY

The Company's 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 Company's various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

20. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS

M/s Lodha & Co, Chartered Accountants, (ICAI Firm Registration No. 301051E) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 25th September, 2017 for a term of five years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the company.

However pursuant to Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is no longer required to be ratified at every Annual General Meeting.

Auditors' remarks in their report read with the notes to accounts referred to by them are self-explanatory. There have been no fraud reported by the Statutory Auditors of the Company.

(B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Pankaj Kantha & Co., Practising Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure - 1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 Auditor's Report

There are no qualification, reservation or adverse remark reported by the Secretarial Auditors in their report.

21. 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 business 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 to 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 Company's risk management policies & systems.

Your Company's philosophy is of zero tolerance towards all applicable legal non-compliances.

22. DISCLOSURES

MEETING OF THE BOARD

During the year under review the Board of Directors met Four (4) times:

Meeting	Meeting Dates
Board Meetings	29.05.2017
Â	09.08.2017
Â	08.11.2017
Â	24.01.2018

The composition of Board of Directors during the year ended March 31, 2018 is in conformity with Regulation 17 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance Report attached with this annual report.

AUDIT COMMITTEE

As on 31.03.2018, the Audit Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (Chairman), Mr. Girish Sharma, Dr. Raj Kamal Agarwal and Mr. Rakesh Kumar Grover, as other members.

Pursuant to the resignation of Mr. Rakesh Kumar Grover on 03.08.2018, the Audit Committee has been reconstituted with the following Members:

1. Mr. Dhananjaya Pati Tripathi, Chairman

2. Mr. Girish Sharma, Member

3. Dr. Raj Kamal Agarwal, Member

4. Mr. Amarendra Kumar Sinha, Member

The Chairman of the Committee is an Independent Director.The Members possess adequate knowledge of Accounts, Audit, 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.

Four Meeting of Audit Committee were held during the year. The particulars of the Meeting held are detailed in the Corporate Governance Report, which forms part of this Report.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (Chairman), Ms. Veni Verma, Dr. Raj Kamal Agarwal, 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 year ended 31st March, 2018, the committee met 1 (once) on 29th May, 2017. For further details, please refer report on Corporate Governance Report attached with this annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of Directors namely, Ms. Veni Verma(Chairman), Mr. Dhananjaya Pati Tripathi, Mr. Rakesh Kumar Grover, as other members.

Pursuant to the resignation of Mr. Rakesh Kumar Grover on 03.08.2018, the Stakeholder Relationship Committee has been reconstituted with the following Members:

1. Ms. Veni Verma,Chairman

2. Mr. Amarendra Kumar Sinha, Member

3. Mr. Dhananjaya Pati Tripathi, Member

The Chairman of the Committee is an Independent 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 year under review the Stakeholder Relationship Committee met Thirteen (13) times.

For further details, please refer report on Corporate Governance Report attached with this annual report.

23. 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 Managing Director or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.jindalinfra logistics.com/policypdf/POLICY-VIGIL%20MECHA NISM.pdf.

24. 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).

25. 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.

26. 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 - 3.

27. PUBLIC DEPOSITS

During the year ended March 31, 2018, 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, 2018.

28.ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 company's operations in future.

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

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.

30.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
Place : New Delhi	Raj Kamal Agarwal
Dated: 3rd August, 2018	Chairman

Annexure-1

SECRETARIAL AUDIT REPORT

For the Financial Year ended on 31st March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

JITF Infra logistics Limited

A-1, UPSIDC Industrial Area, Nandgaon Road,

Kosi Kalan, Distt. Mathura (U.P.) - 281403

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JITF Infra logistics Limited (hereinafter called the 'Company1). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the company has, during the Financial year ended on 31st March, 2018 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the 'Act1) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii)The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules And Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable as the Company is not delisted/ proposed to delist its Equity Shares from any Stock Exchange during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company as the Company has not bought back/ proposed to buy-back any of its securities during the Audit Period).

We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis and representation made by the Company and its officers, the Company has complied with the other laws applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and the General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors& Independent Directors. No change was there in the composition of the Board of Directors during the period under review.

Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of Audit and review of Internal Auditor's Report, periodical Compliance Reports are taken on record by the Audit Committee / Board of Directors of the Company. In our opinion there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

Â	For PANKAJ KANTHA & CO.
Â	Company Secretaries
Â	CS PANKAJ KANTHA
Â	(Proprietor)
Place : New Delhi	ACS No.:19829
Dated: 3rd August, 2018	CP No.: 7111

Annexure -1

To,

The Members,

JITF Infralogistics Limited

A-1, UPSIDC Industrial Area, Nandgaon Road,

Kosi Kalan, Distt. Mathura (U.P.) - 281403

Our Secretarial Audit Report for the financial year ended 31st March, 2018 is to be read along with this letter. Management's Responsibility

1. It is the responsibility of the Management of the company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditors' Responsibility

2. Our responsibility is to express an opinion on these Secretarial records, standards and procedures followed by the company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Â	For PANKAJ KANTHA & CO.
Â	Company Secretaries
Â	CS PANKAJ KANTHA
Â	(Proprietor)
Place : New Delhi	ACS No.:19829
Dated : 3rd August, 2018	CP No.: 7111

Annexure- 2

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on financial year ended on 31st March 2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION AND OTHER DETAILS:

i.	CIN	L60231UP2008PLC069245
ii.	Registration Date	03.01.2008
iii.	Name of the Company	JITF Infralogistics Limited
iv.	Category / Sub-Category of the Company	Non- Govt. Company Limited by Shares
V.	Address of the Registered office and contact details	A-1, UPSIDC Industrial Area, Nandgaon Road,
		Kosi Kalan, Distt. Mathura, Uttar Pradesh - 281403.
		Email:- [email protected]
		Contact No.:- 05662-232426,232001/03
		Fax No.:- 05662-232577
vi.	Whether listed company Yes / No	Yes
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	RCMC Share Registry Pvt. Ltd.
		B-25/1, First Floor, Okhla Industrial Area
		Phase -II, New Delhi -110020
		Ph. : 011 -26387320, 26387321
		Email : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1.	To make arrangement and to establish, develop handle, own operate, organize, manage, run charter, conduct, and to act as transporters including storage, handling and transportation of food grain and other agri commodities in bulk.	4932	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:-

SI. No.	Name of the Company	Address of Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1.	JITF Urban Infrastructure Services Limited	A-1, UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U40300UP2010P LC069354	Subsidiary	100%	2(87)(ii)
2.	Jindal Rail Infrastructure Limited	A-1, UPSIDC Industrial Area , Nandgaon Road, Kosi Kalan, Distt. Mathura Uttar Pradesh-281403	U45400UP2007P LC070235	Subsidiary	100%	2(87)(ii)
3.	JITF Urban Infrastructure Limited	A-1, UPSIDC Industrial Area , Nandgaon Road, Kosi Kalan, Distt. Mathura Uttar Pradesh-281403	U70102UP2007P LC069540	Subsidiary	100%	2(87)(ii)
4.	JITF Water Infrastructure Limited	A-1, UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura Uttar Pradesh-281403	U41000UP2006P LC069631	Subsidiary	100%	2(87)(ii)
5.	Timarpur-Okhla Waste Management Company Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U37100UP2005P LC069574	Subsidiary	100%	2(87)(ii)
6.	JITF Urban Waste Management (jalandhar) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U90000UP2011P LC069723	Subsidiary	90%	2(87)(ii)
7.	JITF Urban Waste Management (Bathinda) Limited	A-1,UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U90001UP2011P LC069571	Subsidiary	90%	2(87)(ii)
8.	JITF Urban Waste Management (Ferozepur) Limited	A-1,UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U90000UP2011P LC069642	Subsidiary	90%	2(87)(ii)
9.	Jindal Urban Waste Management (Guntur) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U40300UP2015P LC075378	Subsidiary	90%	2(87)(ii)
10.	Jindal Urban Waste Management (Tirupati) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U40300UP2015P LC075372	Subsidiary	100%	2(87}(ii)
11.	Jindal Urban Waste Management (Visakhapatnam) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U40300UP2015P LC075377	Subsidiary	100%	2(87)(ii)
12.	Jindal Urban Waste Management (Ahmedabad) Limited	A-1,UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura Uttar Pradesh-281403	U40100UP2016P LC086129	Subsidiary	100%	2(87)(ii)
13.	Jindal Urban Waste Management (Jaipur) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U40106UP2016P LC087003	Subsidiary	100%	2(87)(ii)
14.	Jindal Urban Waste Management (Jodhpur) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U40300UP2017P LC090349	Subsidiary	100%	2(87)(ii)
15.	JITF Water Infra (Naya Raipur) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U41000UP2009P LC069539	Subsidiary	100%	2(87)(ii)
16.	JITF ESIPL CETP (Sitarganj) Limited	A-1.UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U41000UP2007P LC069572	Subsidiary	51%	2(87)(ii)
17.	JITF Industrial Infrastructure Development Company Limited	A-1,UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Distt. Mathura, Uttar Pradesh-281403	U45201UP2012P LC069573	Subsidiary	100%	2(87)(ii)

 

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year (As on 31-March 2017)				No. of Shares held at the end of the year (As on 31-March 2018)				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual/HUF	571020	Â	571020	2.22%	1019730	Â	1019730	3.97%	1,746%
b) Central Govt	Â	Â	Â	Â	Â	Â	Â	Â	Â
c) State Govt (s)	Â	Â	Â	Â	Â	Â	Â	Â	Â
d) Bodies Corp	Â	Â	Â	Â	Â	Â	Â	Â	Â
e) Banks /Fl	Â	Â	Â	Â	Â	Â	Â	Â	Â
f) Any Other	Â	Â	Â	Â	Â	Â	Â	Â	Â
Group Companies	8433325	214388	8647713	33.64%	8433325	214388	8647713	33.64%	0
Sub-total (A)(1):-	9004345	214388	9218733	35.86%	9453055	214388	9667443	37.61%	1.746%
(2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) NRI Individuals	462169	Â	462169	1.80%	14059	Â	14059	0.055%	1.74%
b) Other Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
c) Bodies Corp.	4093414	Â	4093414	15.92%	4093414	Â	4093414	15.92%	0
d) Banks /Fl	Â	Â	Â	Â	Â	Â	Â	Â	Â
e) Any Other	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub-total (A)(2):-	4555583	-	4555583	17.72%	4107473	-	4321861	16.81%	(0.91%)
Total shareholding of Promoter (A)=(A)(1MA)(2)	13559928	214388	13774316	53.59%	13560528	214388	13774916	53.59%	0
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	1955609	1283	1956892	7.61%	722	922	1644	0.01%	(7.6%)
b) Banks /Fl	12901	80	12981	0.05%	13338	80	13418	0.05%	0
c) Central Govt	-	Â	Â	Â	Â	Â	Â	Â	Â
d) State Govt(s)	-	Â	Â	Â	Â	Â	Â	Â	Â
e) Venture Capital Funds	-	Â	Â	Â	Â	Â	Â	Â	Â
f) Insurance-Companies	565956	-	565956	2.20%	565956	-	565956	2.20%	0
g) Flls	254778	1563	256341	1.00%	Â	1563	1563	0.01%	(0.99%)
h) Foreign Venture-Capital Funds	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Others (specify) Foreign Portfolio Investors	1984534	Â	1984534	7.72%	1860433	Â	1860433	7.24%	(0.48%)
Sub-total (B)(1):-	4773778	2926	4776704	18.58%	2440449	2565	2443014	9.50%	(9.08%)
2. Non-Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies Corp.	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Indian	535351	2429888	2965239	11.54%	661900	2429206	3091106	12.03%	0.5%
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Individual shareholders holding nominal share capital upto Rs, 2 Lakh	3483897	140134	3624031	14.1%	5697912	109438	5807350	22.59%	8.49%
ii) Individual shareholder holding nominal share capital in excess of Rs, 2 Lakh	Â	Â	Â	Â	Â	Â	Â	Â	Â
c) Others (specify)	-	-	-	-	-	-	-	-	-
NBFCs registered with RBI	6817	-	6817	0.03%	53217	-	53217	0.21%	0.18%
Clearing Members	379360	Â	379360	1.48%	226533	Â	226533	0.88%	(0.6%)
Non Residents	165660	8557	174217	0.68%	298926	8557	307483	1.2%	0.52%
Trusts	3022	-	3022	0.01%	87	-	87	0%	(0.01%)
Sub-total (B)(2):-	4574107	2578579	7152686	27.83%	6938575	2547201	9485776	36.90%	9.076%
Total Public Shareholding (B)=(B)(1)+B)(2)	9347885	2581505	11929390	46.41%	9379024	2549766	11928790	46.41%	0
C. Shares held by Custodian for GDRs & ADRs	Â	Â	Â	Â	Â	Â	Â	Â	Â
Grand Total (A+B+C)	22907813	2795893	25703706	100%	22939552	2764154	25703706	100%	0

 

(ii). Shareholding of Promoters

SI No.	Particulars	Shareholding at the beginning of the year			Shareholding at the end of the year			% Change During the year
		No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares
1.	NALWASONS INVESTMENTS LIMITED
Â	At the beginning of the year	4304662	16.75	0	4304662	16.75	0	-
Â	At the end of the year	Â	Â	0	4304662	16.75	0	-
2.	FOUR SEASONS INVESTMENTS LIMITED
Â	At the beginning of the year	3499243	13.61	0	3499243	13.61	0	-
Â	At the end of the year	Â	Â	0	3499243	13.61	0	-
3.	DANTA ENTERPRISES PRIVATE LIMITED
Â	At the beginning of the year	1894867	7.37	0	1894867	7.37	0	Â
Â	At the end of the year	Â	Â	0	1894867	7.37	0	Â
4.	SIDDESHWARI TRADEX PRIVATE LIMITED
Â	At the beginning of the year	1045376	4.07	0	1045376	4.07	0	-
Â	At the end of the year	Â	Â	0	1045376	4.07	0	-
5.	OPJ TRADING PRIVATE LIMITED
Â	At the beginning of the year	624946	2.43	0	624946	2.43	0	-
Â	At the end of the year	Â	Â	0	624946	2.43	0	-
6.	DEEPIKA JINDAL
Â	At the beginning of the year	448110	1.74	0	448110	1.74	0	Â
Â	At the end of the year	Â	Â	0	448110	1.74	0	Â
7.	ABHYUDAY JINDAL
Â	At the beginning of the year	448110	1.74	0	448110	1.74	0	-
Â	At the end of the year	Â	Â	0	448110	1.74	0	-
8.	DIVING MULTIVENTURES PRIVATE LIMITED
Â	At the beginning of the year	429598	1.67	0	429598	1.67	0	-
Â	At the end of the year	Â	Â	0	429598	1.67	0	-
9.	VIRTUOUS TRADECORP PRIVATE LIMITED
Â	At the beginning of the year	234450	0.91	0	234450	0.91	0	Â
Â	At the end of the year	Â	Â	0	234450	0.91	0	Â
10.	ESTRELA INVESTMENT COMPANY LIMITED
Â	At the beginning of the year	150924	0.59	0	150924	0.59	0	-
Â	At the end of the year	Â	Â	Â	150924	0.59	0	-
11.	TEMPLAR INVESTMENTS LIMITED
Â	At the beginning of the year	149236	0.58	0	149236	0.58	0	-
Â	At the end of the year	Â	Â	Â	149236	0.58	0	Â

 

SI No.	Particulars	Shareholding at the beginning of the year			Shareholding at the end of the year			% Change During the year
		No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares
12.	MENDEZA HOLDINGS LIMITED
Â	At the beginning of the year	147307	0.57	0	147307	0.57	0	Â
Â	At the end of the year	Â	Â	Â	147307	0.57	0	Â
13.	NACHO INVESTMENTS LIMITED
Â	At the beginning of the year	146704	0.57	0	146704	0.57	0	-
Â	At the end of the year	Â	Â	Â	146704	0.57	0	-
14.	GLEBE TRADING PRIVATE LIMITED
Â	At the beginning of the year	62107	0.24	0	62107	0.24	0	-
Â	At the end of the year	Â	Â	Â	62107	0.24	0	Â
15.	INDRESH BATRA
Â	At the beginning of the year	60289	0.23	0	60289	0.23	0	Â
Â	At the end of the year	Â	Â	Â	60289	0.23	0	-
16.	MEREDITH TRADERS PRIVATE LIMITED
Â	At the beginning of the year	34726	0.14	0	34726	0.14	0	-
Â	At the end of the year	Â	Â	Â	34726	0.14	0	-
17.	NAVEENJINDAL
Â	At the beginning of the year	17580	0.07	0	17580	0.07	0	-
Â	At the end of the year	Â	Â	Â	17580	0.07	0	Â
18.	GAGAN TRADING CO LIMITED
Â	At the beginning of the year	16881	0.07	0	16881	0.07	0	Â
Â	At the end of the year	Â	Â	Â	16881	0.07	0	-
19.	SAVITRI DEVI JINDAL
Â	At the beginning of the year	8344	0.03	0	8344	0.03	0	-
Â	At the end of the year	Â	Â	Â	8344	0.03	0	-
20.	PRITHVI RAJ JINDAL
Â	At the beginning of the year	7934	0.03	0	7934	0.03	0	-
Â	At the end of the year	Â	Â	Â	7934	0.03	0	Â
21.	R K JINDAL & SONS HUF.
Â	At the beginning of the year	6559	0.03	0	6559	0.03	0	-
Â	At the end of the year	Â	Â	Â	6559	0.03	0	-
22.	SAJJAN JINDAL
Â	At the beginning of the year	6125	0.02	0	6125	0.02	0	-
Â	At the end of the year	Â	Â	Â	6125	0.02	0	-
23.	RATAN JINDAL
Â	At the beginning of the year	6125	0.02	0	6125	0.02	0	Â
Â	At the end of the year	Â	Â	Â	6125	0.02	0	Â

 

SI No.	Particulars	Shareholding at the beginning of the year			Shareholding at the end of the year			% Change During the year
		No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares
24.	ARTI JINDAL
Â	At the beginning of the year	4823	0.02	0	4823	0.02	0	Â
Â	At the end of the year	Â	Â	Â	4823	0.02	0	Â
25.	SANGITA JINDAL
Â	At the beginning of the year	4340	0.02	0	4340	0.02	0	-
Â	At the end of the year	Â	Â	Â	4340	0.02	0	-
26.	TARINI JINDAL HANDA
Â	At the beginning of the year	2411	0.01	0	2411	0.01	0	-
Â	At the end of the year	Â	Â	Â	2411	0.01	0	Â
27.	TANVI SHETE
Â	At the beginning of the year	2411	0.01	0	2411	0.01	0	Â
Â	At the end of the year	Â	Â	Â	2411	0.01	0	-
28.	URVI JINDAL
Â	At the beginning of the year	2411	0.01	0	2411	0.01	0	-
Â	At the end of the year	Â	Â	Â	2411	0.01	0	-
29.	P R JINDAL HUF.
Â	At the beginning of the year	1736	0.01	0	1736	0.01	0	-
Â	At the end of the year	Â	Â	Â	1736	0.01	0	Â
30.	S K JINDAL AND SONS HUF.
Â	At the beginning of the year	1736	0.01	0	1736	0.01	0	Â
Â	At the end of the year	Â	Â	Â	1736	0.01	0	-
31.	SMINU JINDAL
Â	At the beginning of the year	1205	0	0	1205	0	0	-
Â	At the end of the year	Â	Â	Â	1205	0	0	-
32.	TRIPTI JINDAL
Â	At the beginning of the year	1205	0	0	1205	0	0	-
Â	At the end of the year	Â	Â	Â	1205	0	0	Â
33.	PARTH JINDAL
Â	At the beginning of the year	1205	0	0	1205	0	0	-
Â	At the end of the year	Â	Â	Â	1205	0	0	-
34.	NAVEEN JINDAL
Â	At the beginning of the year	530	0	0	530	0	0	-
Â	At the end of the year	Â	Â	Â	530	0	0	-
35.	SAHYOG HOLDINGS PRIVATE LIMITED
Â	At the beginning of the year	100	0	0	100	0	0	Â
Â	At the end of the year	Â	Â	Â	100	0	0	Â

 

SI No.	Particulars	Shareholding at the beginning of the year			Shareholding at the end of the year			% Change During the year
		No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total shares of the company	% of Shares Pledged / encumbered to total shares
36.	TANVI JINDAL FAMILY TRUST
Â	At the beginning of the year	0	0	0	0	0	0	Â
Â	07/04/2017	0	0	0	0	0	0	Â
Â	15/09/2017	100	0	0	100	0	0	Â
Â	At the end of the year	Â	Â	Â	100	0	0	100%
37.	TARINI JINDAL FAMILY TRUST
Â	At the beginning of the year	0	0	0	0	0	0	Â
Â	07/04/2017	0	0	0	0	0	0	Â
Â	15/09/2017	100	0	0	100	0	0	Â
Â	At the end of the year	Â	Â	Â	100	0	0	100%
38.	PARTH JINDAL FAMILY TRUST
Â	At the beginning of the year	0	0	0	0	0	0	Â
Â	07/04/2017	0	0	0	0	0	0	Â
Â	15/09/2017	100	0	0	100	0	0	Â
Â	At the end of the year	Â	Â	Â	100	0	0	100%
39.	SAJJAN JINDAL FAMILY TRUST
Â	At the beginning of the year	0	0	0	0	0	0	Â
Â	07/04/2017	0	0	0	0	0	0	Â
Â	14/04/2017	100	0	0	100	0	0	Â
Â	At the end of the year	Â	Â	Â	100	0	0	100%
40.	SAJJAN JINDAL LINEAGE TRUST
Â	At the beginning of the year	0	0	0	0	0	0	Â
Â	07/04/2017	0	0	0	0	0	0	Â
Â	14/04/2017	100	0	0	100	0	0	Â
Â	At the end of the year	Â	Â	Â	100	0	0	100%
41.	SANGITA JINDAL FAMILY TRUST
Â	At the beginning of the year	0	0	0	0	0	0	Â
Â	07/04/2017	0	0	0	0	0	0	Â
Â	15/09/2017	100	0	0	100	0	0	Â
Â	At the end of the year	Â	Â	0	100	0	0	100%

(iii). Change in Promoters' Shareholding (please specify, if there is no change):

SI No.	Particulars			Shareholding at the beginning of the year			Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company		No. of Shares	% Of total shares of the company
Â	At the beginning of the year			13774316	53.589%		-	-
Â	Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment/ transfer/ bonus/sweat equity etc):			During the year under review Shareholding of Promoter's Group increases from 13774316 to 13774916 due to transfer of shares. Details regarding the same are as follows:
Â	Â	Â		Â				Â
		S.No.	Beneficial Owner	Registered Owner		No. of Shares
		1.	Tanvi jindal Family Trust	Sajjan Jindal		100
		2.	Tarini jindal Family Trust	Sajjan Jindal		100
		3.	Parth jindal Family Trust	Sajjan Jindal		100
		4.	Sajjanjindal Family Trust	Sajjan Jindal		100
		5.	Sajjan jindal Lineage Trust	Sajjan Jindal		100
		6.	Sangita jindal Family Trust	Sajjan Jindal		100
		Â		Â
Â	At the end of the year			Â	-		13774916	53.59%
Â	Â	Â	Â	Â	Â	Â	Â	Â

(iv). Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI No.	For Each of the Top 10 Shareholders	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
			No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
1.	SIGMATECH INC.
Â	At the beginning of the year 01/04/2017	Â	2421221	9.42	2421221	9.42
Â	At the end of the year 31/03/2018	Â	Â	Â	2421221	Â
2.	RELIANCE CAPITAL TRUSTEE COMPANY LIMITED A/C RELIANCE GROWTH FUND
Â	At the beginning of the year 01/04/2017	Â	1925104	7.49	1925104	7.49
Â	28/04/2017	Transfer	-94201	-0.37	1830903	7.12
Â	01/09/2017	Transfer	-3325	-0.01	1827578	7.11
Â	13/10/2017	Transfer	-110500	-0.43	1717078	6.68
Â	20/10/2017	Transfer	-123572	-0.48	1593506	6.2
Â	27/10/2017	Transfer	-245084	-0.95	1348422	5.25
Â	03/11/2017	Transfer	-525583	-2.04	822839	3.2
Â	10/11/2017	Transfer	-241394	-0.94	581445	2.26
Â	22/12/2017	Transfer	-25000	-0.1	556445	2.16
Â	29/12/2017	Transfer	-54323	-0.21	502122	1.95
Â	05/01/2018	Transfer	-102500	-0.4	399622	1.55
Â	12/01/2018	Transfer	-229000	-0.89	170622	0.66
Â	19/01/2018	Transfer	-170622	-0.66	0	0
Â	At the end of the year 31/03/2018	Â	Â	Â	0	0

 

SI No.	For Each of the Top 10 Shareholders	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
			No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
3.	CRESTA FUND LIMITED
Â	At the beginning of the year 01/04/2017	Â	913765	3.55	913765	3.55
Â	At the end of the year 31/03/2018	Â	Â	Â	913765	3.55
4.	LIC OF INDIA PROFIT PLUS GROWTH FUND
Â	At the beginning of the year 01/04/2017	Â	552594	2.15	552594	2.15
Â	At the end of the year 31/03/2018	Â	Â	Â	552594	2.15
5.	DIMENSIONAL EMERGING MARKETS VALUE FUND
Â	At the beginning of the year 01/04/2017	Â	197213	0.77	197213	0.77
Â	04/08/2017	Transfer	-3950	-0.02	193263	0.75
Â	18/08/2017	Transfer	-655	0	192608	0.75
Â	01/09/2017	Transfer	-15410	-0.06	177198	0.69
Â	08/09/2017	Transfer	-18474	-0.07	158724	0.62
Â	13/10/2017	Transfer	-20000	-0.08	138724	0.54
Â	27/10/2017	Transfer	-24000	-0.09	114724	0.45
Â	22/12/2017	Transfer	-13987	-0.05	100737	0.39
Â	05/01/2018	Transfer	-2000	-0.01	98737	0.38
Â	12/01/2018	Transfer	-14000	-0.05	84737	0.33
Â	19/01/2018	Transfer	-6000	-0.02	78737	0.31
Â	16/02/2018	Transfer	-6710	-0.03	72027	0.28
Â	23/02/2018	Transfer	-449	0	71578	0.28
Â	09/03/2018	Transfer	-1011	0	70567	0.27
Â	16/03/2018	Transfer	-7262	-0.03	63305	0.25
Â	At the end of the year 31/03/2018	Â	Â	Â	63305	0.25
6.	APMS INVESTMENT FUND LIMITED
Â	At the beginning of the year 01/04/2017	Â	189598	0.74	189598	0.74
Â	At the end of the year 31/03/2018	Â	Â	Â	189598	0.74
7.	INDIA OPPORTUNITIES GROWTH FUND LIMITED- PINEWOOD STRATEGY
Â	At the beginning of the year 01/04/2017	Â	143488	0.56	143488	0.56
Â	At the end of the year 31/03/2018	Â	Â	Â	143488	0.56
8.	VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND
Â	At the beginning of the year 01/04/2017	Â	131362	0.51	131362	0.51
Â	23/03/2018	Transfer	-3375	-0.01	127987	0.5
Â	At the end of the year 31/03/2018	Â	Â	Â	127987	0.5
9.	EMERGING MARKETS CORE EQUITY PORTFOLIO (THE PORTFOLIO) OF DFA INVESTMENT DIMENSIONS GROUP INC. (DFAIDG)
Â	At the beginning of the year 01/04/2017	Â	119448	0.46	119448	0.46
Â	03/11/2017	Transfer	-19473	-0.08	99975	0.39
Â	15/12/2017	Transfer	-1371	-0.01	98604	0.38
Â	22/12/2017	Transfer	-25751	-0.1	72853	0.28
Â	19/01/2018	Transfer	-2500	-0.01	70353	0.27
Â	30/03/2018	Transfer	-10327	-0.04	60026	0.23
Â	At the end of the year 31/03/2018	Â	Â	Â	60026	0.23

 

SI No.	For Each of the Top 10 Shareholders	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
			No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
10.	KUWAIT INVESTMENT AUTHORITY FUND 224
Â	At the beginning of the year 01/04/2017	Â	105561	0.41	105561	0.41
Â	18/08/2017	Transfer	-1091	0	104470	0.41
Â	08/09/2017	Transfer	-16936	-0.07	87534	0.34
Â	15/09/2017	Transfer	-845	0	86689	0.34
Â	22/09/2017	Transfer	-24190	-0.09	62499	0.24
Â	29/09/2017	Transfer	-18321	-0.07	44178	0.17
Â	06/10/2017	Transfer	-9911	-0.04	34267	0.13
Â	13/10/2017	Transfer	-34267	-0.13	0	0
Â	At the end of the year 31/03/2018	Â	Â	Â	0	0

(v) Shareholding of Directors and Key Managerial Personnel: The Directors and Key Managerial Personnel does not hold any share in the Company.

SI No.	Shareholding of each Directors and Key Managerial Personnel	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
				No. of Shares	% of total shares	No. of Shares	% of total shares
1.	Mr. Rakesh Kumar Grover
Â	At the beginning of the year	Â	Â	Nil	-	Nil	-
Â	Change during the Year	Â	Â	-	-	-	-
Â	At the End of the year	Â	Â	Nil	-	Nil	-
2.	Ms. Veni Verma
Â	At the beginning of the year	Â	Â	Nil	Â	Nil	Â
Â	Change during the Year	Â	Â	-	-	-	-
Â	At the End of the year	Â	Â	Nil	Â	Nil	Â
3.	Dr. Raj Kama! Agarwal
Â	At the beginning of the year	Â	Â	Nil	Â	Nil	Â
Â	Change during the Year	Â	Â	-	-	-	-
Â	At the End of the year	Â	Â	Nil	Â	Nil	Â
4.	Mr. Girish Sharma
Â	At the beginning of the year	Â	Â	Nil	-	Nil	-
Â	Change during the Year	Â	Â	-	-	-	-
Â	At the End of the year	Â	Â	Nil	-	Nil	-
5.	Mr. Dhananjaya Pati Tripathi
Â	At the beginning of the year	Â	Â	Nil	-	Nil	-
Â	Change during the Year	Â	Â	Â	Â	Â	Â
Â	At the End of the year	Â	Â	Nil	-	Nil	-

 

SI No.	Shareholding of each Directors and Key Managerial Personnel	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
				No. of Shares	% of total shares	No. of Shares	% of total shares
6.	Mr. Neeraj Kumar
Â	At the beginning of the year	Â	Â	Nil	-	Nil	-
Â	Change during the Year	Â	Â	Â	Â	Â	Â
Â	At the End of the year	Â	Â	Nil	-	Nil	-
7.	Mr. Alok Kumar
Â	At the beginning of the year	Â	Â	Nil	-	Nil	-
Â	Change during the Year	Â	Â	-	-	-	-
Â	At the End of the year	Â	Â	Nil	Â	Nil	Â
8.	Mr. Naresh Kumar Agarwal
Â	At the beginning of the year	Â	Â	Nil	Â	Nil	Â
Â	Change during the Year	Â	Â	-	-	-	-
Â	At the End of the year	Â	Â	Nil	Â	Nil	Â

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amount in Rs)

Particulars	Secured Loans Excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	Â	11,567,056	Â	11,567,056
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but	-	-	-	-
Total (i+ii+iii)	-	11,567,056	-	11,567,056
Change in Indebtedness during the financial year
Addition /(Reduction) in principal Amount	Â	7,511,988	Â	7,511,988
Net Change	-	7,511,988	-	7,511,988
Indebtedness at the end of the financial year
i) Principal Amount	-	19,079,044	-	19,079,044
ii) Interest due but not paid	Â	Â	Â	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	-	19,079,044	-	19,079,044

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: The Managing Director Mr. Rakesh Kumar Grover is on Non-Remuneration Basis.

SN.	Particulars of Remuneration	Name of MD/WTD/Manager	Total Amount Rs
Â	Name	Mr. Rakesh Kumar Grover
Â	Designation	Managing Director
1.	Gross salary	NIL	NIL
Â	a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	.	.
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	_	_
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	Â	Â
2.	Stock option	Â	Â
3.	Sweat equity	Â	Â
4.	Commission	Â	Â
	- as % of profit	Â	Â
	- others, specify	Â	Â
5.	Others, please specify	Â	Â
Â	Total (A)	-	-
Â	Total Managerial Remuneration	NIL	NIL
Â	Overall Ceiling as per the Act	NIL	NIL

B. Remuneration to other directors:

SN.	Particulars of Remuneration	Name of Directors					Total Amount Rs
Â	Â	Ms.Veni Verma	Mr. Raj Kamal Agarwal	Mr. Girish Sharma	Mr. Dhananjaya Pati Tripathi	Mr. Neeraj Kumar
1.	Independent Directors	Â	Â	Â	Â	Â	Â
Â	- Fee for attending board Meeting	Â	60000	45000	60000	Â	165000
	- Fees for attending Committee meetings	Â	40000	20000	90000	Â	150000
	Commission	-	-	Â	-	-	Â
	Others, please specify	-	Â	Â	-	-	Â
	Total (1)	Â	100000	65000	150000	-	315000
2.	Other Non-Executive Directors	Â	Â	Â	Â	Â	Â
Â	- Fee for attending board/ committee meetings	15000	-	-	-	-	15000
	- Commission	Â	Â	Â	Â	Â	Â
	- Others, please specify	Â	Â	Â	Â	Â	Â
Â	Total (2)	15000	Â	Â	Â	Â	Â
Â	Total (B)=(1+2)	15000	100000	65000	150000	-	330000
Â	Total Managerial Remuneration	Â	Â	Â	Â	Â	330000
Â	Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

SN.	Particulars of Remuneration	Name of Key Managerial Personnel		Total Amount (Rs)
Â	Name	Mr. Alok Kumar	Naresh Kumar Agarwal
Â	Designation	Company Secretary	Chief Financial Officer
1.	Gross salary	Â	Â	Â
Â	a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	1481209	6955188	8436397
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	6785	53170	59955
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	Â	Â	Â
2.	Stock option	Â	Â	Â
3.	Sweat equity	Â	Â	Â
4.	Commission	Â	Â	Â
	- as % of profit	Â	Â	Â
	- others, specify	Â	Â	Â
5.	Others, please specify	Â	Â	Â
Â	Total (A)	1487994	7008358	8496352

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type		Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A.	COMPANY	Â	Â	Â	Â	Â
Â	Penalty	Â	Â	NIL	Â	Â
Â	Punishment	Â	Â	NIL	Â	Â
Â	Compounding	Â	Â	NIL	Â	Â
B.	DIRECTORS	Â	Â	Â	Â	Â
Â	Penalty	Â	Â	NIL	Â	Â
Â	Punishment	Â	Â	NIL	Â	Â
Â	Compounding	Â	Â	NIL	Â	Â
C.	OTHER OFFICERS IN DEFAULT		Â	Â	Â	Â
Â	Penalty	Â	Â	NIL	Â	Â
Â	Punishment	Â	Â	NIL	Â	Â
Â	Compounding	Â	Â	NIL	Â	Â

 

Â	For and on behalf of the Board
Place : New Delhi	Raj Kama! Agarwal
Dated : 3rd August, 2018	Chairman

Annexure- 3

Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name	Age (Years)	Designation Nature of Duties	Gross Remuneration (Rs)*	Qualifications	Experience (Years)	Date of Commencement of Employment	Previous Employment/ Position Held
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
Employed throughout the year and in receipt of remuneration aggregating Rs One Crore and Two Lakh Rupees or more Per Annum
Nil
Employed for the part of financial year and in receipt of remuneration not less than of Rs Eight lakh and fifty thousand rupees per month or more per month
Nil

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i). Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the company for the financial year 2017-18: Nil, as no remuneration is paid to Executive Director of the Company, ii). Percentage increase in Remuneration of the Chief Executive Officer, Chief Financial Officer and other Executive Director and Company Secretary during the financial year 2017-18: There was no increase in the remuneration of CS and/or CFO of the Company during the year under review.

iii). There was no increase in the median remuneration of Employees in the financial year 2017-18. iv). There were 5 permanent employees on the rolls of the Company as on 31st March 2018. The names of the top five employees in terms of remuneration drawn and the name of every employee is given below:

Name	Naresh Kumar Agarwal	Alok Kumar	Seema Bhardwaj	Amit Kumar Singh	Laxmi Kant Mishra
Designation	Chief Financial Officer	Company Secretary	Officer	Manager	Officer - S3
Remuneration	Rs, 70,23,358	Rs.15,02,994	Rs. 4,36,936	Rs. 1,80,840	Rs. 5,43,957
Nature of employment, whether contractual or otherwise	Permanent	Permanent	Permanent	Permanent	Permanent
Qualifications and experience of the employee	Chartered Accountant & Company Secretary	Company Secretary	Graduate	Chartered Accountant	B.com, M. Com and MBA (Finance)
Date of commencement of employment;	01.03.2017	01.09.2016	01.05.2017	11.01.2018	01.10.2016
Age	64	36	50	35	40
The last employment held before joining the company;	Jindal Tubular (India) Limited	Jindal ITF Limited	Jindal Tubular (India) Limited	lindal Rail Infrastructure Limited	Jaiprakash Associates Limited
The percentage of equity shares held by the employee in the company	Nil	Nil	Nil	Nil	Nil

Notes:

1. Remuneration includes salary, commission, contribution to provident and other funds and perquisites including medical, leave travel, leave encashment and gratuity on payment basis and monetary value of taxable perquisites etc.

2. All the above appointments are non contractual except marked (*) and are terminable by notice by either side.

3. None of the employee is related to any director of the company.

v). Relationship between average increase in remuneration and Company's performance: This has been the first financial year in which the Company has paid salary to its employees.

However, the Company has adopted a transparent & structured process called Target Based Performance Management System (TBPMS)". This system revolves around appraising employee's performance, ratings, and increase in remuneration and assessing Company's performance in the last financial year. The company believes in rewarding employees at par to their capabilities and competencies and the prevailing Market scenario, vi). Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The remuneration was paid to the Key Managerial Personnel for the first time which was duly reviewed and approved by the Nomination & Remuneration Committee of the Company,

x). The key parameters for any variable component of remuneration: Our remuneration structure does not consist of variable components,

xi). The ratio of the remuneration of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: No salary is being paid to any directors. Therefore, the ratio of the remuneration of the highest paid directors and employees cannot be calculated.

xii). It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

Â	For and on behalf of the Board
Place : New Delhi	Raj Kamal Agarwal
Dated : 3rd August, 2018	Chairman