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BSE Code : 543271 | NSE Symbol : JUBLINGREA | ISIN : INE0BY001018 | Industry : Chemicals |


Directors Reports

In "a rapidly evolving world, our resilience lies in adaptability, and our strength lies in staying true to our values. FY 2025 marked a year of transformation, where robust growth met deeprooted purpose. With every challenge we overcame, we rearmed our commitment to excellence, transparency, and creating longterm value for all our stakeholders.

To The Members,

Your Directors are pleased to present the 6th (sixth) Report together with the Audited

Standalone and Consolidated Financial

Statements for the financial year (FY') ended March 31, 2025.

1. OVERVIEW

Jubilant Ingrevia Limited (the Company' or Jubilant Ingrevia') is a globally integrated Life Sciences

& Specialty Chemicals company, serving Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers. It has a portfolio of over 130+ products and customized solutions that are innovative, costeffective and conform to global quality standards.

It has over 40 years of legacy in the chemicals industry and is amongst the top players globally in Pyridine & Picolines, Pyridine derivatives, Acetic Anhydride, VitaminB3 and many other products. Jubilant Ingrevia

Limited has a fastgrowing Custom Development and Manufacturing business (CDMO) serving pharma, agrochemicals and semiconductor sectors. The Company serves customers in US, EU, Japan, Middle

East, Southeast Asia and other geographies, in addition to domestic market from its 50 plants across 5 manufacturing facilities in India with a workforce of over 2,100+ employees. Its three R&D centres employ over 145 scientists working on cuttingedge research and innovation.

Jubilant Ingrevia is a Responsible

Care certified Company and ranked highly in global ESG indices such as Ecovadis and Dow Jones Sustainability Index. In 2024, Jubilant

Ingrevia Limited was also recognised by the World Economic Forum

(WEF) and entered its prestigious Global Lighthouse Network (GLN) for deployment of 4IR technologies.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The financial performance of the Company for FY 2025 is summarised below:

Particulars

Standalone

Consolidated

For the year ended March 31

For the year ended March 31

2025

2024

2025

2024

Revenue from operations

39,412

39,872

41,776

41,358

Total operating expenditure

34,665

35,843

36,585

37,147

Earnings before Interest, Taxes, Depreciation and

4,747

4,029

5,191

4,211

Amortisation expense (EBITDA) (before other income)
Other income

810

355

378

353

EBITDA

5,557

4,384

5,569

4,564

Depreciation and amortisation expense

1,473

1,331

1,576

1,362

Finance costs

651

663

556

526

Exceptional items
Share of profit/(loss) of an associate
Profit before tax

3,433

2,390

3,436

2,676

Total tax expense

799

766

924

847

Profit after Tax (PAT)

2,634

1,624

2,512

1,829

Attributable to:
Owners of the company

2,634

1,624

2,512

1,829

Noncontrolling interests
Other comprehensive income

21

10

18

35

Total comprehensive income for the year

2,613

1,614

2,530

1,864

Balance in Retained earnings at the beginning

9,121

8,291

12,607

11,577

of the year
Profit for the year (attributable to owners of the

2,634

1,624

2,512

1,829

Company)
Remeasurement of defined benefit obligations

21

10

22

11

Dividend

796

796

799

790

Issue of equity shares by Trust on exercise of stock

44

12

26

2

options
Balance in Retained earnings at the end of the year

10,982

9,121

14,324

12,607

iii. Performance Review

During FY 2025, the segment revenue from the Specialty Chemicals was

18,180 million as against 15,855 million in FY 2024, Nutrition and Health Solutions was 7,473 million in FY 2025 as against 6,800 million in FY 2024 and Chemicals Intermediates revenue was 16,123 million in FY 2025 as against 18,703 million in

FY 2024. The overall EBITDA in FY 2025 was 5,569 million as against

4,564 million in FY 2024 translating to EBITDA margin of 13 % in FY 2025 as against 11 % in FY 2024.

The net profit attributable to the owners of the Company was 2,512 million in FY 2025 as against 1,829 million in FY 2024 and the basic EPS stood at 15.89 (Diluted 15.84 ) in

FY 2025 as against 11.56 (Diluted

11.55) in FY 2024.

A detailed note on Performance Review is given under ‘Management Discussion and Analysis Report'.

3. PARTNERED WITH O2 RENEWABLE ENERGY XVIII PRIVATE LIMITED (‘O2 ENERGY') FOR ACQUISITION OF UPTO 28% STAKE

The Company partnered with O2

Renewable Energy XVIII Private

Limited, a group company of O2 Power SG PTE. Ltd., Singapore, a leading renewable energy developer for acquisition of upto 28% stake for purchase of renewable energy power generated from the Captive

Generating Plant. This partnership marks a significant step for the

Company towards establishing renewable energy power generation using hybrid open access through solar and wind sources. The Company aims to access renewable energy through a captive arrangement, fulfilling the Company's power requirements and meeting its increasing demand from green energy to power its manufacturing facilities at Gajraula, Uttar Pradesh and Savli, Gujarat. This represents an important milestone in the Company's sustainability journey by reducing dependence on nonrenewable energy sources and reducing its carbon footprint. Up till March 31,

2025, the Company has acquired

19.97% stake in O2 Renewable Energy XVIII Private Limited.

Further, in FY 2025, the Company through its subsidiary company,

Jubilant Infrastructure Limited (JIL'), entered into a strategic partnership with O2 Renewable Energy III Private

Limited to enhance Company's Special Economic Zone (SEZ) manufacturing facility located in Bharuch, Gujarat.

This initiative advances the Company's commitment to clean energy adoption, complementing our previous efforts at the Savli and Gajraula manufacturing sites.

Our ongoing collaboration with O2 Power is a testament to our dedication to sustainability and responsible business practices. The agreement for the Bharuch facility ensures that 50% of its total power requirements will be sourced from renewable energy, which will be integrated into its operations.

With this agreement in place, over

35% of Jubilant Ingrevia's total energy needs across all manufacturing units will now be fulfilled through renewable sources. This initiativenot only supports our goal of reducing our carbon footprint but also plays a vital role in propelling India's transition toward clean and sustainable energy, all while delivering longterm value to our stakeholders.

4. ACQUISITION OF SHARES OF FORUM I AVIATION PRIVATE LIMITED (‘FAPL')

During FY 2025, JIL, a wholly owned subsidiary of the Company has acquired 6.67% equity Share of FAPL.

Postacquisition, JIL holds 15.79% equity shares of FAPL.

5. TRANSFER TO RESERVES

During the financial year, no amount was transferred to general reserves by the Company.

6. DIVIDEND

Your Directors are pleased to recommend a final dividend of 2.50 (250%) per equity share of

1 each, which if approved at the ensuing Annual General Meeting (AGM'), will be paid to all those

Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities

Depository Limited (NSDL') and Central Depository Services (India) Limited (CDSL') as on record date i.e.

Friday, July 25, 2025.

Additionally, during the year, the Board of Directors of the Company declared an interim dividend of

2.50 (250%) per equity share at its Board Meeting held on January 28, 2025. The total dividend for the year would be 5 (500 %) per equity share aggregating to 796 million (Rupees seven hundred and ninetysix million only).

Your Company believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and also as a mean to meet any unforeseen contingencies. Pursuant to Regulation 43A of the Listing

Regulations the Company has formulated its Dividend Distribution

Policywhichspecifiesthe parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https://www.jubilantingrevia.com/ investors/corporategovernance/ policiesandcodes/dividenddistributionpolicy

In view of the changes made under the Income Tax Act, 1961, by the

Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders.

The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source (TDS).

7. CHANGE IN NATURE OF BUSINESS

During FY 2025, there was no change in the nature of Company's business.

8. CAPITAL STRUCTURE

(a) Share Capital

During the financial year, there was no change in the authorised share capital of the Company. As on March

31, 2025, the subscribed, issued and paidup share capital of the Company stood at 159.28 million comprising 159.28 million equity shares of

1 each.

Further, during the financial year, the

Company has not raised the funds through preferential allotment or qualified institutions placements.

(b) Employees Stock Option Plan and General Employee Benefits

Scheme

The Company has Jubilant

Ingrevia Employees Stock Option

Plan 2021' (ESOP2021') and a General Employee Benefits Scheme namely ‘Jubilant Ingrevia General

Employee Benefits Scheme2021' (JIGEBS2021') (collectively referred as Schemes') for the employees of the Company and its subsidiary companies. These Schemes aims to attract and retain talented employees, motivate them with incentives and rewards, achieve sustained growth and shareholder value by aligning employee interests with longterm wealth creation, and foster a sense of ownership and participation among employees.

ESOP2021 and JIGEBS2021, instituted by the Company, are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI ESOP Regulations'). Disclosures in compliance with SEBI ESOP Regulations, are uploaded on the website of the Company at https://www.jubilantingrevia.com/ investorsfinancials/annualreports

The certificate from the Secretarial

Auditor on the implementation of the ESOP2021 and JIGEBS2021 in accordance with Regulation 13 of the SEBI ESOP Regulations, has been uploaded on the Company's website at https://www.jubilantingrevia.com/ investors/financials/annualreports. Furthermore, the Company has adhered to the applicable accounting standards in this regard.

During the year under review, the Company did not provide any loans to its employees for the purchase of Company's shares.

9. SUBSIDIARIES,

ASSOCIATE AND JOINT VENTURE COMPANIES

Highlights of performance of subsidiaries & associate companies and their contribution to the overall performance of the Company during the period under report is provided in note no. 46 to the consolidated financial statements. The Company does not have any joint venture. A separate statement containing the salient features of financial statements of subsidiaries and associates of the Company in the prescribed form AOC1 forms a part of consolidated financial statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the rules issued thereunder.

Brief particulars of the subsidiaries and associate companies on a standalone basis are given below:

(i) Jubilant Infrastructure Limited (‘JIL')

JIL, a wholly owned subsidiary of the

Company has developed a sector specific Special Economic Zone (SEZ') for chemicals in Gujarat with the bestinclass infrastructure facilities and utility Plants like boiler, effluent treatment, incinerator, roads and DM water. The construction of a Captive Power Plant of 10MW with 98TPH high pressure boiler will be completed by FY 2026. This will facilitate meeting out the requirement of steam & power of JIL, Jubilant Agro Sciences Limited (JASL') and Jubilant

Ingrevia at optimized cost.

JIL has three units of Jubilant Ingrevia and one unit of JASL in SEZ.

Total income of JIL during the FY 2025 was 2,158 million as against 2,117 million in FY 2024.

(ii) Jubilant Agro Sciences Limited

JASL, a wholly owned subsidiary of the Company, has set up its Crop protection chemicals and Agro active/ intermediates manufacturing facilities in Bharuch.

During FY 2025, JASL has entered into an agreement for Contract

Manufacturing of an Agro intermediate with a leading Agrochemical Company to produce an Agro Intermediate for one of the key Agro actives of the Customer.

Total income of JASL during FY 2025 was 126 million as against 30 million for FY 2024.

(iii) Jubilant Ingrevia (USA) Inc. (‘JIUSA')

JIUSA, incorporated in DelawareUSA, is a wholly owned subsidiary of the Company. The name of the company was changed from Jubilant

Life Sciences (USA) Inc. to Jubilant Ingrevia (USA) Inc. effective from April

17, 2025. JIUSA undertakes sales, distribution and business transactions of the Company's products in Americas.

Total income of JIUSA during

FY 2025 was 3,124 million as against

2,404 million reported for FY 2024.

(iv) Jubilant Life Sciences

International Pte. Limited (‘JLSIL')

JLSIL, incorporated in Singapore, is a wholly owned subsidiary of the Company.

Total income of JLSIL during FY 2025 was 70 million as against

65 million reported for FY 2024.

(v) Jubilant Life Sciences (Shanghai) Limited (‘JLSShanghai')

JLSShanghai, incorporated in China, is a wholly owned subsidiary of

Jubilant Life Sciences International Pte. Limited, Singapore (JLSIPL).

It undertakes sales, distribution and business transactions of the Company's products in China.

Total income of JLSShanghai during

FY 2025 was 945 million as against

901 million reported for FY 2024.

Material Subsidiary

(i) Jubilant Life Sciences NV (‘JLS NV')

JLS NV is a wholly owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company's products in the

European markets. Total income of JLS NV during FY 2025 was

5,798 million as against 6,030 million reported for FY 2024. As on

March 31, 2025, the Company JLS

NV was material subsidiary as per

www.jubilantingrevia.com 93 the parameters laid down under the

Listing Regulations, as amended.

The Company's policy on material subsidiaries can be accessed at https://www.jubilantingrevia.com/ investors/corporategovernance/ policiesandcodes/policyfordeterminingmaterialsubsidiaries.

Details of material subsidiary including the date and place of incorporation and the name and date of appointment of the statutory auditors of JLS NV are stated below:

S. Name No.

Date of Incorporation

Place of Incorporation

Name of Statutory Auditors

Date of Appointment of Statutory Auditor

1 Jubilant

July 12, 2013

Belgium

VRC

Since

Life

Bedrijfsrevisoren

incorporation

Sciences
NV

Associate companies

(i) MISTER Veg Foods Private Limited (‘MVFPL')

Your Company holds 37.98% of equity share capital of MVFPL on a fully diluted basis through conversion of existing Convertible Preference shares into Equity Shares as well as through subscription of Equity Shares on rights basis.

MVFPL is engaged in the development and manufacturing of plantbased meat analogues and soya chaap products and mainly markets its products in India. This is a growing segment in the domestic market with potential for scale up.

(ii) AMP Energy Green Fifteen Private Limited (‘AMP Energy')

Your Company holds 26% of equity share capital of AMP Energy. The

Company has entered into a Power

Purchase Agreement (PPA') with AMP Energy to procure 100% of the output of solar energy produced for next 20 years as per the rates negotiated in the agreement. During the year the Company sourced the Power as per the PPA.

10. STATUTORY AUDITORS

In terms of provisions of Section 139 of the Act, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 1st Annual General Meeting (AGM) till the conclusion of the 6th AGM to be held in the year 2025.

Accordingly, M/s Walker Chandiok & Co LLP would be completing their first term as the Statutory of the Company at ensuing AGM.

On the recommendation of the Audit Committee, the Board of Directors of the Company recommended reappointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as the Statutory Auditors of the Company for a second term of 5 (five) years, till the conclusion of the 11th AGM of the Company to be held in the year 2030. M/s Walker Chandiok & Co LLP, being eligible, have consented to act as the Statutory Auditors of the Company for the second term of 5 (five) years.

M/s. Walker Chandiok & Co. LLP have confirmed that they are not disqualified from continuing as

Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Annual

Report. The said Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the

Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

11. COST AUDIT

In terms of Section 134 of the Act read with Rule 8 of the Companies

(Accounts) Rules, 2014, the cost accounts and records are prepared and maintained by the Company pursuant to the provisions of Section

148(1) of the Act.

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company carries out cost audit of its products. The Cost Audit Report for FY 2024 was filed with Ministry of Corporate Affairs.

Based on the recommendations of the Audit Committee, the Board of

Directors have reappointed M/s J. K. Kabra & Co., Cost Accountants, Auditors as Cost Auditors of the Company to conduct cost audit for FY 2026. M/s J. K. Kabra & Co., being eligible, have consented to act as the Cost Auditors of the Company for FY 2026.

The Board of Directors on the recommendation of the Audit Committee have approved the remuneration payable to Cost Auditors. In terms of Section 148 of the Act and rules made thereunder.

Members are requested to consider the ratification of remuneration payable to M/s J.K. Kabra & Co., Cost

Accountants for FY 2026.

The Cost Audit Report issued for

FY 2025, does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section

143(12) of the Act and therefore disclosure of details under Section

134(3)(ca) of the Act is not applicable.

For further details on the proposed ratification of remuneration payable to the Cost Auditors, please refer to the Notice of the 6th AGM.

12. SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Act, read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its meeting held on October 22,

2024, had appointed M/s Sanjay

Grover & Associates, Company

Secretaries (Firm Registration No.:

P2001DE052900, Peer Review

Certificate No.: 4268/2023) to conduct the Secretarial Audit for FY 2025.

The Secretarial Audit Report and

Secretarial Compliance Report for FY2025, does not contain any qualification, reservation, or adverse remark. During the financial year, the

Secretarial Auditors have not reported any instances of fraud under Section

143(12) of the Act and therefore disclosure of details under Section

134(3)(ca) of the Act is not applicable. The Secretarial Audit Report for

FY2025 is annexed to this report as Annexure 1.

The Board, at its meeting held on May 13, 2025, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of the Company the appointment of M/s. DMK Associates, Company Secretaries (Firm

Registration No.: P2006DE003100,

Peer Review Certificate No.: (6896/2025) as Secretarial Auditors of the Company.

The proposed appointment is for a term of 5 (five) consecutive years from FY 2026 to FY 2030, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. DMK Associates, Company Secretaries have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

For further details on the proposed appointment of Secretarial Auditors, please refer to the Notice of the 6th AGM.

13. COMPLIANCE WITH

SECRETARIAL STANDARDS

The Company has generally complied with all the applicable provisions of

Secretarial Standard on Meetings of Board of Directors (SS1) and

Secretarial Standard on General

Meetings (SS2), respectively issued by Institute of Company Secretaries of India.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this Annual Report, the Board comprises a diverse mix of Executive and NonExecutive Directors including Independent Directors.

Change in Directorate

Mr. Chandan Singh Sengar (DIN: 09657339), Co CEO & Whole time Director superannuated from the services of Company effective from close of business hours of October 31, 2024. The

Board places on record its sincere appreciation for his contribution towards the success of the Company, during his tenure as CoCEO & Wholetime Director of the Company.

The Board on recommendation of the Nomination, Remuneration &

Compensation Committee (NRC') of the Company, appointed Mr. Vijay Kumar Srivastava (DIN: 07381359) as Chief of Operations

& Wholetime Director of the

Company effective from November 1, 2024 for a period of 5 years. The appointment was duly approved by the members of the Company through postal ballot on January 21, 2025.

Mr. Arjun Shanker Bhartia (DIN: 03019690) resigned as Director on the Board of the Company effective from July 31, 2025. The

Board places on record its sincere appreciation for his contribution towards the success of the Company during his tenure as Director of the Company.

In terms of the applicable provisions of the Act and the Articles of Association of the

Company, Mr. Hari S Bhartia (DIN: 00010499) and Mr. Deepak Jain (DIN: 10255429), are liable to retire by rotation at the ensuing AGM and being eligible have offered their candidature for reappointment.

The reappointment of directors liable to retire by rotation has been recommended to the Board by the NRC.

The Board on recommendation of the NRC, appointed Ms. Aashti Bhartia (DIN 02840983) as an

Additional Director of the Company effective from August 1, 2025. She holds office up to the date of ensuing AGM of the Company and is eligible for appointment as a Director of the Company. A resolution proposing her appointment will be placed before the shareholders for their approval.

The appointment of Ms. Aashti

Bhartia, director liable to retire by rotation, has been recommended to the Board by the NRC.

Ms. Sudha Pillai (DIN: 02263950), Mr. Sushil Kumar Roongta (DIN: 00309302), Mr. Arun Seth (DIN: 00204434), Mr. Pradeep Banerjee (DIN: 02985965), Mr. Siraj Azmat Chaudhry (DIN: 00161853) were appointed as

NonExecutive Independent Directors of the Company for a term of 5 (Five) consecutive years, i.e., from February 6, 2021 to February 5, 2026. It is proposed to reappoint them for a second term with effect from

February 6, 2026 up to February

5, 2031. The NRC and the Board of Directors of the Company have, vide resolutions passed at their respective Meetings on May 13, 2025, recommended and approved, the reappointment of

Ms. Sudha Pillai (DIN: 02263950), Mr. Sushil Kumar Roongta (DIN: 00309302), Mr. Arun Seth (DIN: 00204434), Mr. Pradeep Banerjee (DIN: 02985965), Mr. Siraj Azmat Chaudhry (DIN: 00161853) as the NonExecutive Independent Directors of the Company in terms of applicable provisions of the

Listing Regulations, Sections 149,

150 and 152, Schedule IV and other applicable provisions, if any, of the Act read with the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory amendment(s) or modification(s) thereto or enactment(s) or reenactment(s) thereof for the time being in force), to hold office for the second consecutive term commencing from February 6, 2026 to February

www.jubilantingrevia.com 95

5, 2031, not liable to retire by rotation, subject to the approval of the Members. The Company has received the consents from

Ms. Sudha Pillai (DIN: 02263950), Mr. Sushil Kumar Roongta (DIN: 00309302), Mr. Arun Seth (DIN: 00204434), Mr. Pradeep Banerjee (DIN: 02985965), Mr. Siraj Azmat Chaudhry (DIN: 00161853) and also their declarations confirming that they are not disqualified from being reappointed as Directors in terms of Section 164 of the Act and that they meet the criteria of independence as provided under Section 149(6) of the Act as well as Regulation 16(1) (b) of the Listing Regulations. They have also confirmed that they are not debarred from holding office

Director by virtue of any SEBI order or any such authority.

In compliance with Section 150 of the Act, read with Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014, the details of all the Independent Directors have been registered with the databank maintained by the Indian Institute of

CorporateAffairs(IICA).

Independent Directors have passed the online proficiency selfassessment test conducted by IICA except those who have been exempted by the Act.

In the opinion of the Board, the Independent Directors of the Company are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields. They fulfil the conditions specified in Act, Rules made thereunder and Listing

Regulations and are independent of the management.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

Brief resume, nature of expertise, disclosure of relationship between Directors interse, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard

2 and Regulation 36 of the Listing

Regulations, is appended as an Annexure to the Notice of the 6th AGM.

Key Managerial Personnel

Pursuant to the provisions of Section

203 of the Act, Mr. Deepak Jain, CEO & Managing Director, Mr. Vijay Kumar

Srivastava, Chief of Operations &

Whole Time Director, Mr. Varun

Gupta, President & Chief Financial

Officer and Ms. Deepanjali Gulati,

Company Secretary & Compliance

Officer are the Key Managerial

Personnel of the Company as on

March 31, 2025.

Change in Key Managerial

Personnel during the financial year

During the financial year, Mr. Chandan

Singh Sengar, CoCEO & Wholetime Director, superannuated from the services of the Company effective from close of business hours of

October 31, 2024 and Mr. Vijay Kumar

Srivastava was appointed as Chief of Operations & Wholetime Director of the Company effective from November

1, 2024 for a period of 5 years.

Mr. Prakash Chandra Bisht, President & Chief Financial Officer superannuated from the services of Company effective from close of business hours of June 30, 2024 and

Mr. Varun Gupta was appointed as President & Chief Financial Officer of the Company effective August the 12, 2024.

15. MEETINGS OF THE BOARD

During the financial year, 5 (five) meetings of the Board of Directors of the Company were held.

For details of these Board meetings, please refer to the section on Corporate Governance of this Annual Report.

16. COMPOSITION OF AUDIT

COMMITTEE

The Board has constituted an Audit

Committee that performs the roles and functions mandated under the Act and

Listing Regulations.

During the financial year, the Board has accepted the recommendations of the Audit Committee on various matters, with no instances where such recommendations have not been accepted.

For further details on the composition of the Audit Committee, its terms of reference and attendance at its meetings, please refer to the Corporate Governance Report.

17. DECLARATION

FROM INDEPENDENT DIRECTORS

The Company has, interalia, received the following declarations from all the

Independent Directors confirming that:

(i) they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as

Independent Directors of the Company;

(ii) they have complied with the

Code for Independent Directors prescribed under Schedule IV to the Act; and

(iii) they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate

Affairs.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

18. APPOINTMENT AND

REMUNERATION POLICY

The Company has implemented

Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the

Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this

Report. The Policy is available at the weblink https://www.jubilantingrevia. com/investors/corporategovernance/ policiesandcodes/appointmentandremunerationpolicy.

19. ANNUAL PERFORMANCE

EVALUATION OF THE BOARD

The details of annual performance evaluation of the Board, its committees and of individual Directors form part of the Corporate Governance Report attached to this Report.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

(iv) the Directors have prepared the annual accounts on a going concern basis;

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

Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during

FY 2025; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. CONSERVATION OF

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts)

Rules, 2014 is given as Annexure2 and forms part of this Report.

22. INFORMATION

REGARDING EMPLOYEES, AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section

197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as an Annexure 3 and forms an integral part of this Report.

The statement containing particulars of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Rules, forms part of this Report.

In terms of Section 136(1) of the

Act, the Annual Report is being sent to the Shareholders, excluding the aforesaid statement. The statement is available for inspection by the shareholders at the Registered Office of the Company during working hours of the Company [(i.e., from Monday to Friday between 11:00 am to 5:00 pm)]. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary of the Company or send an email at the following email address: investors. ingrevia@jubl.com.

23. RISK MANAGEMENT AND

INTERNAL CONTROL SYSTEMS

Risktaking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company's ability to attain its objectives. The

Board of Directors constituted a Risk

Management Committee (RMC') to formulate a detailed risk management policy and oversee risk management processes & systems. The Risk Management Committee acts as a governing body to monitor the effectiveness of the risk management framework.

The Board, Audit Committee, Risk Management Committee and Senior Management play a critical role in fostering a strong risk culture of the Company by identifying the risks impacting the Company's business and documenting the process of identification, evaluation, prioritisation, mitigation, monitoring and communication of risk as a part of the risk management policy. The

Company's commitment to sound governance extends beyond policy.

The Company has established a foundation of welldefined and communicated corporate values. Clear lines of accountability, appropriate delegation of authority, and a comprehensive set of processes and guidelines ensure transparency and responsible decisionmaking across the organization. The Company's growth strategy thrives on calculated risktaking and to ensure longterm success, the Company prioritize the implementation of robust risk management practices and comprehensive internal financial controls. These frameworks serve as the foundation for Company's operations, guiding decisionmaking and safeguarding the ability to achieve established strategic objectives.

There exists a welldesigned risk management framework and the same is reviewed by the Board on a periodic basis. Some of the key risks identified in various businesses of the Company are specified below:

i) Environment, Health and Safety (EHS) risk ii) GeoEconomic, GeoPolitical & Macroeconomic Instability risk (Emerging Risk) iii) Inadequate Research &

Development risk iv) Delay in growth projects / capex risk v) Loss of market & competitiveness risk vi) Human resource risk: acquiring and retaining skilled talent vii) Regulatory & compliance risk viii) Cyber threats risk ix) ESG & Sustainability risk x) Individual & Group activism risk

The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds the key to the success of the Company's continued competitive advantage and achieving the Company's desired business objectives.

Implementation of Internal Financial Controls

The Company's internal control systems are effective and robust, ensuring that there is efficient use and protection of resources and compliance with policies, procedures, financial reporting and statutory requirements. There are welldocumented guidelines, procedures and processes, integral to the overall governance, laws and regulations.

To compete globally, stringent Corporate Governance and financial control over operations is essential for the Company. To ensure a robust

Internal Financial Controls framework, the Company has worked on three lines of defence strategy which is as under:

(i) Build internal controls into operating processes To this end, the Company has ensured that detailed Delegation of Authority and Standard Operating

Procedures (SOPs) for the processes are followed, financial decision making is done through

Committees, IT controls are built into the processes, segregation of duties is done, strong budgetary control framework exists, the entity level controls including Code of Conduct, Ombudsperson

Office, etc. are established.

For better governance, these operational controls have been implemented through Enterprise

Resource Planning (ERP) and other IT applications.

(ii) Create an efficient review mechanism – The Company has created a review mechanism under which all the businesses are reviewed for performance once in a month and functions are reviewed on a monthly/quarterly basis by the CEO & Managing

Director. Additionally, a robust quarterly controls selfassessment

(CSA) process is in place. In FY

2025, we successfully deployed the Company's own "IAssurance"

Software for this process. This tool empowers process owners to conduct selfassessments against the Risk and Control

Matrices (RACM) on a quarterly basis. The CSA process plays a crucial role in enabling the Company to continuously monitor and enhance the adequacy and effectiveness of our internal control environment.

Further, statutory compliances are monitored through online tool ‘Conformity'. Amendments or new statutory requirements are also updated on a regular basis in the tool for effective tracking and adherence. This reinforces the Company's commitment to adopt best corporate governance practices.

(iii) Independent assurance

The Company has appointed a Big Four firm as Internal

Auditors to perform systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement.

The Audit Committee reviews observations reported by Internal Auditors and implementation status of audit recommendations & improvements.

Additionally, the Statutory Auditors audited financial statements of the Company included in this Annual Report and have issued an Independent report on the Company's internal control over financial reporting (as defined in Section 143 of the Act). The Audit Committee acts as a governing body to monitor the effectiveness of the Internal Financial

Controls framework.

To improve the controls in operations, the Company has established, for each line of business, the concept of financial decision making through operational committees. The entire purchase, credit control and capital expenditure decisions are taken jointly in committees.

A detailed note on Internal Control

Systems and Risk Management is given under Management‘

Discussion and Analysis Report'.

24. CERTIFICATIONS

Responsible Care & Integrated Management System

The Company demonstrates its commitment towards Environment, Health, Safety and Security of its Employees, Work places, Surroundings including Communities by implementing Responsible Care RC 14001:2023 under American

Chemistry Council's (ACC) Responsible CareR program. The Company is certified by DNV for RC 14001:2023 (Responsible CareR14001:2023) system at its Corporate Office in Noida and Manufacturing sites in Gajraula,

Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra. The Company's Corporate Office in Noida and Manufacturing facilities;

Gajraula in Uttar Pradesh, Bharuch in Gujarat, Savli in Gujarat, Nira in Maharashtra, & Ambernath in Maharashtra have been awarded for Responsible Care Logo (RC Logo) by Indian Chemical Council (ICC).

Responsible Care initiative encompasses comprehensive environmental management system, occupational health and safety, product stewardship, security, community outreach and transportation safety and aims at achieving and sustaining high standards of performance. Our manufacturing facilities; Gajraula in UP, Bharuch and Savli at Gujarat and Nira in

Maharashtra are certified under Integrated Management System program for ISO 9001:2015

(Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management System).

The Corporate Office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO

9001:2015.

The Corporate Office in Noida is certified for Information Security Management System ISO/IEC

27001:2013.

Gajraula manufacturing facility has been certified for the American Chemistry Council Technical Specification standard RC

14001:2023, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 6), and the Certification Scheme for Food Safety Management System (ISO 22000:2018) for

FSSAI products. Company's quality control laboratory has been accredited by National

Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certifications for several products.

Bharuch manufacturing facility has been certified for the

American Chemistry Council

Technical Specification standard

RC 14001:2023 and Energy

Management System (ISO 50001:2018). The Niacinamide manufacturing facility has been certified for WHO GMP, Food Safety Management System Certification Standard (FSSC 22000 Version 6) for the manufacturing and sale of Niacinamide for food application.

The Company has also got GMP certification by SGS, GMP in compliance with FAMIQS code (version 6) for the production of relevant food/feed ingredients and other ingredients. The Company's quality control laboratory has been accredited by the National

Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified by Kosher, Halal

India, HalalIndonesia, and FSSAI.

The Manufacturing facility for

Niacinamide is registered with US

FFR (Food facility registration) and audited /approved by the USFDA.

Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2023. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 6) and Certification Scheme for Food Safety Management System

(ISO 22000:2018) for relevant food applications. This facility is certified by Kosher, Halal India, and FSSAI.

Savli manufacturing facility has been certified for Feed Safety Management System including GMP in compliance with FAMIQS code (version 6) to produce specialty feed ingredients.

Ambernath manufacturing facility is

ISO 9001:2015 certified for Quality Management Systems.

25. HUMAN RESOURCES

Powering Purpose, Performance & Possibility

At Jubilant Ingrevia, our people are the heart of our purpose and progress. Every achievement–from innovation to transformation–is powered by their passion, resilience, and commitment. Our culture is intentionally designed to empower individuals, foster inclusion, and unlock potential at every level of the organization. The recent Great

Place to Work certification stands as a testament to the trust, pride, and camaraderie that define life at Jubilant Ingrevia affirming our belief that when people thrive, performance follows.

Our people philosophy is deeply rooted in our core values of Caring, Sharing, and Growing:

Caring: Safety, Wellbeing & Inclusion

Safety is nonnegotiable. We embed it into leadership behaviors, workplace practices and employee engagement through structured safety walks, digital tools and employeeled initiatives like 5S.

Our 24/7 Employee Wellness Assistance Program supports emotional, legal, nutritional, and financial well being. Inclusion is a key driver of progress–initiatives like

WINGS, Ascend, and Empow(H)er have increased women's representation to

6.7%, with a record 12% women hiring and reduction in women attrition by 10%.

We've enhanced onboarding through the SUPERX preonboarding, and Aarambh onboarding programs, creating a more inclusive and supportive experience for new joiners.

Growing: Talent Development & Leadership Alignment

To stay agile and futureready, we've refreshed our talent pool with clear

KRAs, performancedriven culture and structured succession planning. We deliver an average of 3.8 training days per employee, with leadership development through global programs like Wharton and our inhouse

Leadership Academy.

Campus engagement and apprenticeships bring in fresh talent strengthening our pipeline and promoting diversity. Targeted initiatives have also improved retention and engagement scores.

Digital transformation is accelerating through tools like Concur, SURGE, Wrench, and cloudbased HRIS. HR bots and realtime support portals enhance employee experience, while over 200 connects, including townhalls ensure transparent communication.

Our Rewards & Recognition framework engages 39% of employees, utilizing 98% of the allocated budget to celebrate excellence quarterly.

Sharing: Purpose Beyond Business

Our people extend their impact beyond the workplace. CSR initiatives in healthcare, education, and infrastructure–supported by NGOs like Ekta, Goonj, and Muskan reflect our commitment to community and sustainability. We celebrate life milestones, including retirement ceremonies with family participation, reinforcing our belief that people matter beyond their roles.

Sustainability is embedded in our ESG vision Our performance is benchmarked by DJSI, Global Vadis and BRSR and we uphold rigorous standards in procurement and governance.

Looking Ahead: Empowering the Future Together

As we advance on our PINNACLE 3 4 5 journey, we remain committed to building a workplace where every individual is valued, inspired and equipped to lead change. Through strategic development, inclusive practices and a culture that celebrates both performance and potential, our people will continue to be the catalyst for innovation, resilience and sustainable growth at Jubilant Ingrevia.

26. VIGIL MECHANISM

Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee.

The Whistle Blower Policy of the

Company is formulated and uploaded on the Company's website at the followinghttps://www.jubilantingrevia. com/investors/corporategovernance/ policiesandcodes/whistleblowerpolicy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed no personnel of the Company have been denied access to the Audit Committee.

27. CORPORATE SOCIAL

RESPONSIBILITY

Corporate Social Responsibility (CSR) constitutes a fundamental pillar of Jubilant' s corporate philosophy. CSR initiatives are strategically aligned with the United Nations Sustainable

Development Goals (SDGs). At

Jubilant, the CSR projects are conceptualised and implemented by

Jubilant Bhatia Foundation (JBF), formed in 2007, the notforprofit arm of Jubilant Bhartia Group. The key focus area under CSR initiatives are healthcare, education, and livelihood with a 4P (PublicPrivatePeoplePartnership)approach with an aim to uplift and add value to the communities surrounding the operational areas of the Company.

In FY 2025, Jubilant continued working towards its vision of promoting progressive social change by forming strategic multistakeholder partnerships. These collaborations focus on generating and sharing knowledge, experiential learning, and cultivating an entrepreneurial ecosystem. The foundation's efforts are dedicated in improving the quality of life for communities near their manufacturing sites through below stated initiatives:

(i) Arogya Providing affordable basic & preventive health care The Company through

Jubicare initiative, is catering around 5.7 lakh village population near manufacturing units of the Company namely Gajraula, Nira, Savli and Bharuch with an objective to achieve promote healthseeking behaviour . The project entails , providing effective basic healthcare services to the community through JBF Medical Centre & Mobile Dispensary .

(ii) MuskaanSupporting Rural Government Primary Education The aim is to strengthen the education and providing learning environment in rural areas in approximately more than 100 schools and to more than 33,000 beneficiaries (students & teachers) through below stated initiatives:

Khushiyon Ki Pathshala:

The objective is to create more inclusive and childfriendly environment by training teachers and youths to act as facilitators in transforming the educational environment and to ensure that the students thrive and imbibe values in themselves along with the skills. The key component of the program is to train youths and teachers in making schools inclusive, with an environment where every child feels welcomed and supported. The program helps not only the youths and teachers to develop their own personalities but also to enhance their ability to connect with and support the students effectively.

Mobile Science Lab: This program aims to provide handson science education to students from rural backgrounds.

The purpose of establishing the science lab in schools is to develop & enhance the understanding about science and making science education accessible and interactive for students from rural backgrounds.

School Digitization: The objective is to improve the mode of learning in government schools. JBF is implementing this school digitization program through HP ALFA Program and Edulab Program.

Muskaan Kitaab Ghar: Through this initiative, JBF has established library in schools in rural areas so that the books are accessible to every student.

(iii) Nayee Disha is a holistic CSR initiative aimed at empowering rural youth and women around plant locations by fostering sustainable livelihoods through skill development, entrepreneurship, and modern agriculture. The program operates skill development centres at four sites, offering training in tailoring, beautician courses, basic computer skills, Tally, desktop publishing, internet usage, soap and phenyl making, ornament crafting, and bakery production to equip individuals with employable skills.

Under the Didi Ki Dukaan initiative, rural women are supported in launching small businesses through a structured process involving selection, training, financial assistance, access to microfinance, supply chain linkages, and continuous mentoring. Alongside, Neem Pulverization Project operational in Gujarat, focuses on empowering women by involving them in the production of neembased products. It aims to provide a sustainable income source and promote local entrepreneurship.

Complementing these efforts,

JubiFarm promotes holistic rural development by educating farmers on advanced and climateresilient farming techniques, encouraging innovative agricultural practices, and diversifying income sources to enhance sustainability and resilience. Together, these integrated efforts aim to build selfreliant communities and drive inclusive growth.

(iv) Bharat Impact, a Jubilant Bhartia Centre for Social Entrepreneurship, is dedicated to nurturing social entrepreneurs by providing incubation support, education, and research facilities. In collaboration with the

Indian Institute of Management Ahmedabad (IIM A) as the knowledge partner, the initiative leverages expert guidance and academic excellence to empower changemakers. Jubilant Bhartia

Foundation (JBF) provides the necessary infrastructure for the centre, ensuring a robust foundation for innovation and impact. As part of its outreach, the Impact Quest program has been launched, bringing together the first cohort of 15 promising social entrepreneurs from across India to accelerate their journey toward creating meaningful change

A detailed note on Sustainability & CSR Committee is given under

Corporate Governance Report ‘ '.

Annual Report on CSR for FY 2025 is attached as

Annexure4.

28. POLICY ON PREVENTION OF SEXUAL HARASSMENT (‘POSH') AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH. The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace. Our POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders.

During the financial year, the Company received 1 (one) complaint under POSH, which was disposed off during the financial year. Further, no case was pending for more than ninety days.

The Annual Report as required under POSH Act has been filed.

The disclosure in relation to the

Sexual Harassment of Women at Workplace is also given under

‘Corporate Governance Report'.

29. EXTRACTS OF

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the annual return for FY 2025 has been uploaded on the Company's website and can be accessed at https:// www.jubilantingrevia.com/investors/ financials/annualreports

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees/ securities and investments along with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipient have been disclosed in note no. 5 and 6 to the standalone financial statements.

31. CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

32. PARTICULARS OF

CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

The Company has a robust process for approval of Related Party

Transactions (RPT) and dealing with the Related Parties. In line with the requirements of the Act and the

Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction & Dealing with Related Party Transactions (RPT Policy) which is also available on the Company's website at https:// jubilantingrevia.com/investors/ corporategovernance/policiesandcodes/policyonrpts.

The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

All RPTs entered into during FY 2025 were in the ordinary course of business and on arm's length basis. Prior omnibus approval is obtained for RPTs which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All RPTs are subjected to independent review by a reputed

Chartered Accountant firm to establish compliance with the requirements under the Act and Listing Regulations.

No material RPTs as defined in the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions' were entered into during FY 2025 by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in form AOC2 is not applicable. Your Directors draw attention of the members to note no. 37 to the standalone financial statements which sets out the Related Party disclosures.

33. OTHER DISCLOSURES

During the year under review:

(i) no material change or commitment has occurred after the close of FY 2025 till the date of this Report, which affects the financial position of the Company.

(ii) no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future.

(iii) the Company has complied with

Secretarial Standards issued by the Institute of Company

Secretaries of India on Meetings of the Board of Directors and

General Meetings.

(iv) Neither the Managing Director nor the Wholetime Director(s) of the Company received any remuneration or commission from any of its subsidiaries.

(v) no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution.

(vi) the requirement to disclose the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

(vii) no shares with differential voting rights, sweat equity shares or bonus shares have been issued.

The Company has only one class of equity shares with face value of

1 each, ranking paripassu.

(viii) the Company has not accepted any deposits from the public during the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of FY 2025.

(ix) the Company has complied of the provisions relating to the Maternity Benefit Act 1961.

34. CORPORATE

GOVERNANCE

Conducting our business with integrity and highest level of governance has been core to our corporate behaviour. As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering the best corporate practices prevalent globally.

A detailed Report on Corporate Governance is attached as Annexure5 and forms part of this Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause

E of Schedule V to the Listing

Regulations is attached to the Corporate Governance Report.

35. MANAGEMENT

DISCUSSION AND ANALYSIS REPORT

The Management Discussion and

Analysis Report on the operations of the Company as provided under the

Listing Regulations has been given separately and forms part of this Report.

36. ACKNOWLEDGEMENTS

Your Directors acknowledge their gratitude for the cooperation and assistance received from the government and regulatory authorities. Your Directors thank the shareholders, financial institutions, banks/ other lenders, customers, vendors, other business associates for the confidence reposed by them in the Company and its management and look forward to their continued support. The Directors express their deep appreciation to all employees for their hard work, dedication, and commitment and we look forward to their continued support in the future.

For and on behalf of the Board

Shyam S. Bhartia

Chairman DIN : 00010484

Hari S. Bhartia

CoChairman & WholeTime Director DIN : 00010499

Place : Noida Date : 31 July 2025

#SARStart#

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

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

To, The Members of

Jubilant Ingrevia Limited

CIN: L24299UP2019PLC122657

Bhartiagram, Gajraula, District Amroha Jyotiba Phule Nagar, Uttar Pradesh 244223

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jubilant Ingrevia Limited (hereinafter called the Company).

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.

We report that

a) Maintenance of secretarial records are the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial statements of the Company.

d) Wherever required, we have obtained the Management representation about the compliances of laws, rules, regulations and standards and happening of events etc.

e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations and standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

f) 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.

Based on our verification of the Company's books, papers, minutes 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 audit period covering the financial year ended on 31st March, 2025 (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 March 31,

2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) 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 Byelaws 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, wherever applicable;

(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, 2018 {Not applicable during the audit period};

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) The Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities)

Regulations, 2021 {Not applicable 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, 2013 and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 {Not applicable to the Company during the audit period};

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018

{Not applicable to the Company during the audit period}; and

Annexure1

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

We have also examined compliance with the applicable clauses of the Secretarial

Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India which has been generally complied with.

During the audit period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards, to the extent applicable, as mentioned above.

(vi) Jubilant Ingrevia, a global integrated Life Science products and Innovative Solutions provider and is engaged in the business of serving, Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers with customized products and solutions that are innovative, cost effective and conforming to premium quality standards. As informed by the management, following are some of the laws specifically applicable to the

Company:

The Manufacture, Storage and

Import of Hazardous Chemicals Rules, 1989

The Hazardous Wastes (Management Handling and Transboundary Movement) Rules, 2008

The Chemical Accidents (Emergency Planning, Preparedness and Response)

Rules, 1966

Special Economic Zone Act, 2005

The Food Safety Standards Act,

2006

Drugs and Cosmetics Act, 1940

The Drugs Prices Control Order,

2013

Narcotic Drugs and Psychotropic Substances Act, 1985 Poisons Act, 1919

The Explosives Act, 1884

On the basis of management representation, recording in the minutes of Board of Directors and our check on test basis, we are of the view that the Company has ensured the compliance of laws specifically applicable on it.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors as on

March 31, 2025. Further, the changes in the board of directors that took place during the audit period were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance of the meetings and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.

Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as part of the minutes.

We further report that 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, standards and guidelines.

We further report that during the audit period:

the Board of Directors of the Company and members of the Company at their meeting held on May 14, 2024 and

August 30, 2024 respectively approved the proposal for declaration of Final dividend of 2.50/ per equity share on face value of 1/ each for the financial year 202324;

the Board of Directors of the Company, at its meeting held on January 28, 2025, approved the proposal for declaration of an Interim Dividend of 2.50/ per equity share on face value of 1/ per equity share for the Financial Year 202425.

For Sanjay Grover & Associates Company Secretaries Firm Registration No.: P2001DE052900

Peer Review Certificate No.: 6311/2024

Kapil Dev Taneja

Partner

CP No.: 22944 / Mem. No. F4019 UDIN.:F004019G000327584

Place : New Delhi Date : 13 May 2025

#SAREnd#

Annexure2

DISCLOSURES UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

A. CONSERVATION OF

ENERGY

The Company is committed to conserve energy in its various operational activities. Energy efficiency improvement, waste heat recovery, process optimisation and alternate renewable energy sources are the major focus areas identified for energy conservation. There is a dedicated energy conservation team and the subject matter experts consistently working with structured approach to reduce energy cost across sites.

Gajraula & Bharuch Plants are using upgraded Energy Management

Systems of ISO: 50001:2018.

(i) Steps taken or impact on conservation of energy

Efficiency improvement of boilers at Gajraula and Nira

Energy conservation by replacing condensing turbine to back pressure at Gajraula

New technology introduced, resulted in stoppage of one MEE

& one incinerator at Gajraula

Reduction in steam consumption by replacing steam jet ejectors with dry vacuum pumps across the Company's sites.

Optimization of incineration operation across Company's sites to enhance steam generation & fuel reduction

Installed IoT device for real time steam trap monitoring across the Company's sites

Improved usage of flash steam at Bharuch for reducing steam consumption in the products.

Replaced old centrifugal pumps with new high efficiency pumps in process and utility to reduce energy consumption in products

Replaced old IE2 motors with new high efficiency IE3/ IE4 motors to reduce energy consumption in products

Heat integration by using vapours heat into process across the Company's sites

Heat resistance coating in process furnaces and incinerator across the Company's sites

Improvement in power reduction by Variable frequency drive (VFD) provision across the sites.

Performance improvement of chillers by chemical dosing & online cleaning with digital intervention

The above steps have resulted in savings of 536 million during FY 2025.

(ii) Steps taken by the Company for utilising alternate sources of energy

The Company recognizes the reality of climate change and its impact. For bringing down the carbon footprint, the Company is continuously striving the use of following renewable energy resources:

Distribution licence operations at SEZ Bharuch for power mix through different sources from open marked and Renewable energy. In Renewable Energy, the Company has signed Power Purchase

Agreement (PPA) with M/s O2 Renewable Energy (Wind + Solar) to convert 50% of Bharuch power through Renewables.

132 KV installation at Gajraula for power mix through different sources from open market and Renewable energy. The Company has planned for 4.0 MW of Renewable Hybrid power from O2 Renewables and also planned to source about

1.50 MW2.0 MW through

Energy Exchanges.

The Company is operating with 7075% of plant Power at Nira through Solar Energy.

The above steps have resulted in savings of 480 million during FY 2025.

(iii) Capital investment on energy conservation Equipments

Capital investment on energy conservation equipment during FY 2025 was 642.2 million.

B. TECHNOLOGY

ABSORPTION

(i) Efforts made towards technology absorption

The Company's R&D continues to strengthen its chemistry platform by adding new capabilities and achieving indepth expertise on the existing ones. Our diversified product portfolio is categorized into three business verticals namely: (i) Specialty Chemicals comprising BioPyridine and BioPicoline, Fine Chemicals including derivatives of pyridine and diketene and CDMO; (ii)

Nutrition & Health Solutions comprising Vitamins B3& B4 and human and animal nutrition and (iii) Chemical Intermediates that includes Acetyl and related products.

Specialty Chemicals:

Pyridine and Picolines

As a part of Company's continuous focus on cost optimization and process improvement, the Company has achieved significant milestone by developing and implementing an innovative, costeffective, environment friendly effluent treatment technology for the Pyridine Beta process. Besides this, there is strong focus on process optimization and cost improvement across the product

Statutory Reports Annexure2 portfolio. Development of new products for oilfield applications is also in progress.

Fine Chemicals:

In FY 2025, the Company's focus was on establishing a portfolio of 56 Diketene Derivatives and improving the production of commercialized Diketene building blocks. Additionally, the Company has established a portfolio of 810 products in advanced stages of development, including derivatives of Pyridine, Piperidine, and Picoline. Few pipeline products of Pyridine, Piperidine, and Picoline derivatives have been commercialized successfully. The Company is continuously evaluating novel heterocyclic chemistry and other potential molecules for development. In order to ensure sustainable processes without compromising quality or cost, the Company is also working on conversion of products from batch to continuous process.

CDMO:

The Company has strengthened its CDMO chemistry platform manifold to support its growth story by exploring and specializing in various chemistries. The Company has added cryofacility and expanded the Bromination facility. Some of our key chemistry capabilities are triazole ring synthesis, residual metal removal technique, Dehydrohalogenation, Pyrophoric reagent handling, chloro sulfonation via Diazotization, Grignard reagent, Photo chlorination, Pyrazole and triflate chemistry, Alkylation, Formylation Acetylation , Condensation, and the like.

Nutrition & Health Solutions:

The Company achieved a significant milestone with the successful development and commercialization of a costeffective, environment friendly continuous process for cosmeticgrade Vitamin B3. Capacity expansion is currently underway.

In the Human Nutrition segment, the Company has strengthened its human nutrition portfolio by launching choline chloride USP 46, Choline bitatrate USP 46 and pivoting into other niche choline derivative segment for its European customer. The

Company has installed cutting edge HPLC CAD (Charged Aerosol Detector) to meet stringent USP specifications

Under Animal Nutrition, the Company has launched choline chloride 70% dry, and liquid choline chloridebased formulations. It also launched customised rumen protected lysine, rumen protected methionine and toxin binder using inhouse encapsulation technology.

Chemical Intermediates

The Company has developed focus on costefficient process for the preparation of Ethyl acetate and is focusing to achieve the same in acetic anhydride.

Intellectual property: The Company has state of art research facilities that help us to continuously improvise our existing processes and innovate new ones. As a result of our ongoing research endeavours, we have secured a substantial intellectual property portfolio with 32 granted patents as on March 31, 2025, for our various technological solutions. In addition, the Company has various trademarks in its name and in the names of its subsidiaries, in India and outside

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

The Company's various processes ensure the quality and standards of its products. The

Company has dedicated strategy to ensure the development of cost effective, new and improved environment friendly technologies, which in turn create value for Company's customers.

(iii) Imported Technology:

Not Applicable.

(iv) Expenditure incurred on Research and Development

Particulars

202425

202324

a. Capital

33.99

212.30

b. Recurring

315.27

295.05

Total

349.26

507.35

C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars

202425

202324

Foreign exchange outgo in terms of actual out flows

14,955.60

14,699.89

Foreign exchange earned in terms of actual inflows

18,760.93

15,840.49

Annexure3

PARTICULARS PRESCRIBED UNDER SECTION 197(12) OF THE ACT READ WITH THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

PART A:

(a) The ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2025 and the percentage increase in remuneration of each Director, Chief Financial Officer Secretary, in FY 2025 are as under: and Company

Sr. No. Name and Designation of Director/ Key Managerial Personnel

% increase in Remuneration (on actual basis)

Ratio of Remuneration of each Director to Median Remuneration of Employees for FY 2025 (on annualized basis)

1 Mr. Shyam S Bhartia1

1.60

Chairman
2 Mr. Hari S Bhartia

Nil

195.88

Co Chairman & Whole Time Director
3 Ms. Sudha Pillai

6.57

2.85

NonExecutive Independent Director
4 Mr. Sushil Kumar Roongta

20.08

3.24

NonExecutive Independent Director
5 Mr. Arun Seth

20.08

3.24

NonExecutive Independent Director
6 Mr. Pradeep Banerjee

18.66

3.48

NonExecutive Independent Director
7 Mr. Siraj Azmat Chaudhry

17.22

3.40

NonExecutive Independent Director
8 Ms. Ameeta Chatterjee

18.66

3.48

NonExecutive Independent Director
9 Mr. Priyavrat Bhartia
NonExecutive Director
10 Mr. Arjun Shanker Bhartia
NonExecutive Director
11 Mr. Deepak Jain

6

135.83

CEO & Managing Director
12 Mr. Vijay Kumar Srivastava
Chief of Operations & WholeTime Director
13 Mr. Chandan Singh Sengar
CoCEO & WholeTime Director
14 Mr. Prakash Chandra Bisht
President & Chief Financial Officer
15 Mr. Varun Gupta
President & Chief Financial Officer
16 Ms. Deepanjali Gulati

7.95

Company Secretary

Notes:

i. 1Mr. Shyam S. Bhartia, Chairman, NonExecutive Director has opted not to take sitting fees during FY 2025 and during FY 2024, he opted not to take sitting fees and commission.

ii. Mr. Priyavrat Bhartia and Mr. Arjun Shanker Bhartia, NonExecutive Directors have opted not to take commission and sitting fees during FY 2024 and FY 2025.

iii. Remuneration of NonExecutive Independent Directors consists of sitting fees and commission payable.

(b) Median of total cost to Company (CTC) on payable basis has been taken for all onroll employees as on March 31, 2025. Median salary of all onroll employees is 0.94 million (estimated on per annum basis).

(c) The percentage increase in the median remuneration of employees in the FY 2025: 6.10%

(d) Over 2,100 employees in Company & its subsidiaries (1973 in Company) (Executives and workmen) permanent employees were on the rolls of the Company as on March 31, 2025.

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

Average increase in the remuneration of employees other than managerial personnel was 9.04% in FY 2025.

Average increase in the remuneration of managerial personnel was 103.32% in FY 2025.

(f) The key parameters for any variable component of remuneration availed by the directors:

In order to ensure that remuneration reflects the Company's performance, the variable pay of Executive Directors is linked to

Company's performance and their individual performance.

(g) Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Appointment and Remuneration Policy for Directors, Key Managerial

Personnel and other employees.

For and on behalf of the Board

Shyam S. Bhartia

Chairman DIN : 00010484

Hari S. Bhartia

CoChairman & WholeTime Director DIN : 00010499

Place : Noida Date : 31 July 2025

   

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