Jindal Drilling & Industries Ltd

To the Members,

Your Directors are pleased to present the 41st Annual Report, together with the Audited Financial Statements for the
financial year ended March 31, 2025.

(' in crore)

Total income of the Company during the year was Rs. 884.33 Crore as against Rs. 645.99 Crore in the previous year.
The Company earned net profit of Rs. 140.84 Crore as against Rs. 114.09 Crore in the previous year.

During the year, the Company has acquired jack-up rig "Jindal Pioneer" from Discovery Drilling Pte. Ltd., Singapore, (a
joint venture of the Company), at a consideration of USD 75 million. It shall improve operational synergies, increase
scale of operations and profitability of the Company.

During the year, Company operated 4 Jackup Rigs for full year, 1 Jackup Rig for 6 months, and 1 Jackup Rig for 1 month.
Apart from this 8 Directional Drilling Sets and 6 Mud Logging Sets on an average basis operated during the year.

There is no change in the nature of business of the Company during the year.

Your Directors are pleased to recommend dividend of Re. 1/- per equity share of Rs. 5/- each, for the year ended 31st
March, 2025, subject to the approval of the members at the ensuing Annual General Meeting.

Your Company has a Dividend Distribution Policy, in compliance with the Securities and Exchange Board of India
(Listing Obligations And Disclosure Requirements) Regulations, 2015 ("Listing Regulations").The Policy is available on
the Company's website: www.jindal.com/jdil/pdf-new/Dividend-Distribution-Policy.pdf. In terms of the Policy, equity
shareholders of the Company may expect dividend if the Company has surplus funds after taking into consideration
relevant internal and external factors enumerated in the Policy for declaration of dividend.

During the year, no amount is proposed to be transferred to the General Reserve.

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013 ("the Act") read with Companies
(Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting
Standard Ind AS- 110 on Consolidated Financial Statements read with Ind AS- 27 on Interest in Joint Ventures.

The Audited Consolidated Financial Statements along with Auditors' Report thereon form part of this Annual Report.

Your Company has two Joint Venture Companies namely, Discovery Drilling Pte. Ltd. (DDPL), Singapore and Virtue
Drilling Pte. Limited (VDPL), Singapore.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of
financial statements of Joint Venture Companies in Form AOC-1 forms part of financial statements of this annual report.

Mr. Dharam Pal Jindal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

Tenure of Dr. Raj Kamal Aggarwal as an Independent Director is expiring on 9th November, 2025. Board on the
recommendation of Nomination and Remuneration Committee, has proposed to re-appoint him for another term of
five years, subject to approval of shareholders of the Company at the ensuing Annual General Meeting.

During the year, Mr. Vijay Kaushik and Mrs. Saroj Bhartia ceased to be Independent Directors upon completion of
their tenure on 25th September, 2024. Mr. Pattamadai Natarajasarma Vijay and Mrs. Sarita Agrawal were appointed as
Independent Directors, w.e.f. 26th September, 2024.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as
on 31st March, 2025, were Mr. Narayan Ramaswamy, Chief Executive Officer, Mr. Pawan Kumar Rustagi, Chief Financial
Officer and Mr. Binaya Kumar Dash, Company Secretary.

Independent Directors of the Company have given declarations to the Company under Section 149(7) of the
Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read
with Regulation 16(1)(b) of SEBI Listing Regulations. They have further declared that they are not debarred or disqualified
from being appointed or continuing as Directors of Companies by the SEBI /Ministry of Corporate Affairs or any such
statutory authority.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience
and expertise and they hold highest standards of integrity (including the proficiency) and fulfills the conditions
specified in the Act read with Rules made thereunder and SEBI Listing Regulations and are eligible and independent
of the management.

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the
Company : www.jindal.com

During the year 2024-25, 4 (Four) meetings of the Board of Directors were held. Details of meetings are given in the
Corporate Governance Report, which forms part of this Report.

In compliance with the requirements of the SEBI Listing Regulations, the Company has formulated a policy to familiarize
the Independent Directors with the Company and the details of Familiarization Programme are provided in the
Corporate Governance Report and also available on the website of the Company : https://www.jindal.com/jdil/pdf-
new/Details-of-Familiarization-Programmes.pdf

In terms of the requirements of the Act and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), annual performance evaluation of the Board is
undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the
Board and the Committees. The Company has a structured assessment process for evaluation of performance of
the Board, its Committees and individual performance of each Director including the Chairman. The evaluations are
carried out in a confidential manner after seeking inputs from all Directors on the basis of criteria such as the Board
composition and structure, effectiveness of board processes, information and functioning, etc. The Independent
Directors at their separate meeting reviewed the performance of Non-Independent Directors and the Board as a
whole, the Chairman of the Company after taking into account the views of other Non-Executive Directors, the quality,
quantity and timeliness of flow of information between the Company management and the Board that is necessary for
the Board to effectively and reasonably perform their duties. As an outcome of the evaluation, it was noted that Board
as a whole has a composition that is diverse in experience, skills, expertise, competence, gender balance, and fosters
open and transparent discussions. The overall performance evaluation exercise was completed to the satisfaction of
the Board.

The salient features of Company's Policy on appointment and remuneration of Directors, key managerial personnel and
other employees including criteria for determining qualifications, positive attributes, independence of Directors and
other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance
Report, which forms part of this Report.

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of
seven years from the date of transfer to Unpaid Dividend Account of the Company, is liable to be transferred to the
Investor Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained
unclaimed / unpaid for seven consecutive years or more from the date of transfer to unpaid/unclaimed dividend
account shall also be transferred to IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed
dividend for upto FY 2016- 17 along with relevant shares to the Investor Education and Protection Fund (IEPF). The
details are also available on the website of the Company JDIL Investor Relation - Unclaimed and Unpaid Dividend /
IEPF (wwwjindal.com)

Shareholders are requested to get in touch with the RTA/Company for encashing the unclaimed dividend/principal
amount, if any, standing to the credit of their account.

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces.
All working sites are analyzed to minimize risks associated with protection of environment, safety of operations and
health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving
work place safety continued to be top priority at working sites. The Company's business operations are exposed to a
variety of financial risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.

During the year the Company has re-constituted Risk Management Committee (RMC) pursuant to applicable provisions
of Listing Regulations. The Risk Management Committee assists the Board in fulfilling its oversight responsibility with
respect to Enterprise Risk Management ('ERM').

The terms of reference of the RMC are:

(a) Overseeing key risks, including strategic, financial, operational, sectoral, sustainability (particularly ESG related risks),
IT (including cyber security) and compliance risks;

(b) Developing risk management policy and risk management system/framework for the Company.

(c) Assisting the Board in framing, implementing and monitoring the risk management plan for the Company and
reviewing and guiding the Risk Policy.

As per the provisions of Section 134(5) of the Companies Act, 2013 the Company has in place adequate Internal
Financial Controls with reference to the Financial Statements. Audit Committee periodically reviews the adequacy of
internal financial controls.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were
observed.

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting
standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of
financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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;

(iv) that the Annual Accounts for the year ended 31st March, 2025 have been prepared on a going concern basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company
prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 is available on the Company's website i.e. https://wwwjindal.com/jdil/pdf-new/
Annual-Return-2024.pdf

During the year the Company has re-constituted Audit Committee pursuant to applicable provisions of Listing
Regulations and Companies Act. The Audit Committee of the Company consists of Mr. Pattamadai Natarajasarma
Vijay, Chairman, Mr. Dharam Pal Jindal and Dr Raj Kamal Aggarwal as its other members. The terms of reference are
in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing
Regulations, including Part C of Schedule II of SEBI Listing Regulations.

The Company has implemented Vigil Mechanism / Whistle Blower Policy and the oversight of the same is with Audit
Committee of the Company. The policy inter-alia provides that any Director, Employees, Stakeholders, who observe
any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics, policies,
improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit
Committee. During the year, no person has been denied access to the Chairman of the Audit Committee. The said
policy has been disclosed on the Company's website under the web link : https://www.jindal.com/jdil/pdf-new/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of
the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been
approved by the Board. The salient feature of CSR Policy is given in Annual Report on CSR annexed to the Report and
Complete CSR Policy may be accessed on Company's website at https://www.jindal.com/jdil/pdf-new/Corporate-
Social-Responsibility-(CSR)-Policy.pdf

Details of composition of the CSR Committee, the number of meetings held and attendance of the Committee
members are provided in the Corporate Governance Report, which forms part of this Report.

Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is appended as Annexure to this Report.

Details of loans, guarantees given and investments made under the provisions of Sec. 186 of the Companies Act, 2013,
have been disclosed in the notes forming part of the Standalone Financial Statements of the Company.

All contracts/ arrangements/transactions entered into by the Company with related parties during the year were in the
ordinary course of business and on an arm's length basis. Therefore the disclosure in Form AOC-2 pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material
significant related party transactions with any of the related parties that may have potential conflict with the interest of
the Company at large.

Corporate Governance Report along with Auditors' Certificate complying with the conditions of Corporate
Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report
which forms part of this Annual Report.

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women

at Workplace [Preventions, Prohibition and Redressal] Act, 2013. Disclosures in relation to the said act;

a. number of complaints of sexual harassment received in the year - NIL

b. number of complaints disposed off during the financial year - NIL

c. number of complaints pending as on end of the financial year and cases pending for more than ninety days: NIL
STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Kanodia Sanyal & Associates, Chartered
Accountants; [FRN-008396N], were appointed as Statutory Auditors of the Company from the conclusion of 38th
Annual General Meeting of the Company until the conclusion of 43rd Annual General Meeting.

The Auditor's Report for the year under review does not contain any qualification, reservation, adverse remark, or
disclaimer. The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers
or employees to the Audit Committee under section 143[12] of the Companies Act, 2013.

The Board had appointed Mr. Namo Narain Agarwal, [FCS No. 234] Company Secretary in practice to conduct
Secretarial Audit for the financial year ended 31st March, 2025. The Secretarial Audit Report for the year ended 31st
March, 2025 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Further, in terms of the amended Regulation 24A of the Listing Regulations, M/s Ajit Mishra & Associates, Company
Secretaries have been recommended by the Audit Committee and the Board of Directors for appointment as the
Secretarial Auditors of the Company, for a term of five consecutive years, beginning from financial year 2025-26, for
the approval by the shareholders of the Company at the ensuing Annual General Meeting.

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.

The Company has not accepted any deposits from Public within the meaning of the directives issued by the Reserve
Bank of India, provisions of Section 73 to 76 of the Companies Act, 2013 and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the Balance Sheet.

The information in accordance with the provisions of Section 134[3][m] of the Companies Act, 2013, read with the
Companies [Accounts] Rules, 2014 is annexed hereto.

A Statement containing Particulars of Employees as required under Section 197[12] of the Act read with Rule 5[1] of the
Companies [Appointment & Remuneration of Managerial Personnel] Rules, 2014 is annexed with this Annual Report.
Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the
limits as set out in the Rule 5[2] read with Rule 5[3] of the aforesaid Rules forms part of this Report. However, in terms of
second proviso of Section 136[1] of the Act, the Annual Report and Accounts are being sent to the members and others
entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members
at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual
General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company
Secretary, at the Corporate Office of the Company.

Maintenance of cost records, as specified by the Central Government under sub-section [1] of Section 148 of the
Companies Act, 2013 is not required by the Company and accordingly such accounts and records are not being
maintained. Hence, the appointment of Cost Auditors is not applicable to the Company.

In compliance with Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, the
Business Responsibility and Sustainability Report, detailing various initiatives taken by the Company on environmental,
Social and governance fronts is forming part of this Report.

The award of Arbitration Panel dated 3rd April, 2025, constituted under the directions of Hon'ble Supreme Court, in
favour of the Company, in the Arbitration Proceedings between the Company and ONGC, may be treated as material
changes and commitments, affecting the financial position of the Company that has occurred after the end of the
financial year ended 31st March, 2025 and till the date of this Report.

In view of the aforesaid Award of Arbitration Tribunal, receivables of Rs. 66.33 crores as, appearing in the Financial
Statement, will be adjusted against Other Financial Liabilities and balance amount of Rs. 100.42 Crore shall be transferred
to Profit & Loss Account, resulting in an equivalent increase in profit. The company is yet to account for the above, as
per the order of Mumbai High Court, since the bank guarantee of Rs 166.85 crores given to Mumbai High Court is to
be kept alive for 8 weeks, i.e. upto 12th September, 2025.

Apart from this, there are no material changes and commitments, affecting the financial position of the Company have
occurred after the end of the financial year ended 31st March, 2025 and till the date of this Report:

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to
disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in
the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
which is available on the website of the Company www.jindal.com.

Your Directors state that there being no transactions with respect to following items during the year under review, no
disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or
commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

8. During the year, the Company has complied with respect to all the applicable provisions of Maternity Benefit Act,
1961.

Your Company maintains a functional website www.jindal.com, where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI Listing Regulations has been provided.

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State
Governments, Clients viz. ONGCL, Oil India, GAIL, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the
employees and associates at all levels.

For & on behalf of the Board of Directors