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 achievementfrom innovation to transformationis 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
progressinitiatives 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 infrastructuresupported 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