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, cost-effective 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, Vitamin-B3 and many other products. Jubilant Ingrevia
Limited has a fast-growing Custom Development and Manufacturing
business (CDMO) serving pharma, agrochemicals and semi-conductor 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
cutting-edge 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:
|
|
|
|
(/Million) |
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 |
- Non-controlling 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) |
|
|
|
|
Re-measurement 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 |
(i) Standalone Financials
In FY 2025, on a standalone basis, your Company recorded total revenue
from operations Rs. 39,412 million as against 39,872 million in FY 2024. EBITDA stood at
Rs. 5,557 million with
EBITDA margins at 14 % in FY 2025 as against EBITDA of Rs. 4,384
million with EBITDA margins at 11 % in FY 2024 and PAT was Rs. 2,634 million in FY 2025 as
against Rs. 1,624 million in FY 2024.
(ii) Consolidated Financials
The Consolidated Financial
Statements, prepared in accordance with the provisions of the Companies
Act, 2013, (the Act'), the Securities and Exchange Board of
India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(the Listing Regulations') and Indian Accounting Standards (Ind-AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under
Section 133 of the Act form part of the Annual Report.
On a consolidated basis, your Company reported revenue from operations
Rs. 41,776 million in FY 2025 as against Rs. 41,358 million in
FY 2024, EBITDA was Rs. 5,569 million in FY 2025 as against Rs. 4,564
million in FY 2024 and PAT was Rs. 2,512 million in FY 2025 as against Rs. 1,829 million
in FY 2024. iii. Performance Review
During FY 2025, the segment revenue from the Specialty Chemicals was
18,180 million as against Rs. 15,855 million in FY 2024, Nutrition
and Health Solutions was Rs. 7,473 million in FY 2025 as against Rs. 6,800 million in FY
2024 and Chemicals Intermediates revenue was Rs. 16,123 million in FY 2025 as against
18,703 million in
FY 2024. The overall EBITDA in FY 2025 was Rs. 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 Rs. 2,512
million in FY 2025 as against Rs. 1,829 million in FY 2024 and the basic EPS stood at Rs.
15.89 (Diluted Rs. 15.84 ) in
FY 2025 as against Rs. 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 non-renewable 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 initiative not
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 long-term 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.
Post-acquisition, 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 Rs. 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 Rs. 5 (500 %) per equity share aggregating
to Rs. 796 million (Rupees seven hundred and ninety-six 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
Policy which specifies the financial 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/corporate-governance/
policies-and-codes/dividend-distribution-policy
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 paid-up share capital of the
Company stood at Rs. 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' (ESOP-2021') and a General Employee Benefits
Scheme namely Jubilant Ingrevia General
Employee Benefits Scheme-2021' (JIGEBS-2021')
(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 long-term wealth creation, and foster a sense of
ownership and participation among employees.
ESOP-2021 and JIGEBS-2021, 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/annual-reports
The certificate from the Secretarial
Auditor on the implementation of the ESOP-2021 and JIGEBS-2021 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/annual-reports . 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
AOC-1 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
stand-alone 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 best-in-class 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 Rs.
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 Rs. 126 million as against Rs.
30 million for FY 2024.
(iii) Jubilant Ingrevia (USA) Inc. (JI-USA')
JI-USA, incorporated in Delaware-USA, 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. JI-USA undertakes sales, distribution and business
transactions of the Company's products in Americas.
Total income of JI-USA during
FY 2025 was Rs. 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 Rs. 70 million as against
65 million reported for FY 2024.
(v) Jubilant Life Sciences (Shanghai) Limited
(JLS-Shanghai')
JLS-Shanghai, 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 JLS-Shanghai during
FY 2025 was Rs. 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 Rs. 6,030 million reported for FY 2024. As
on
March 31, 2025, the Company JLS
NV was material subsidiary as per 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/corporate-governance/
policies-and-codes/policy-for-determining-material-subsidiaries.
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 |
Date of |
Place of |
Name of |
Date of |
No. |
|
Incorporation |
Incorporation |
Statutory |
Appointment |
|
|
|
|
Auditors |
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 plant-based
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 Auditors 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 re-appointed M/s J. K. Kabra & Co., Cost
Accountants, 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 (SS-1) and
Secretarial Standard on General
Meetings (SS-2), 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 Non-Executive 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 Co-CEO & Whole-time 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
& Whole-time 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 re-appointment.
The re-appointment 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
Non-Executive 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 re-appointment 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 Non-Executive 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 re-enactment(s)
thereof for the time being in force), to hold office for the second consecutive term
commencing from February 6, 2026 to February
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 re-appointed 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 of
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
Corporate Affairs (IICA). Further, all the
Independent Directors have passed the online proficiency
self-assessment 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 the 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 inter-se, details of directorships and committee membership held in other
companies of the Directors proposed to be appointed/re-appointed, 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, Co-CEO & Whole-time 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 & Whole-time
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
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, inter-alia, 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/corporate-governance/
policies-and-codes/appointment-and-remuneration-policy.
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 Annexure-2 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
Risk-taking 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 well-defined and
communicated corporate values. Clear lines of accountability, appropriate delegation of
authority, and a comprehensive set of processes and guidelines ensure transparency and
responsible decision-making across the organization. The Company's growth strategy
thrives on calculated risk-taking and to ensure long-term 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 decision-making and safeguarding the ability to achieve established
strategic objectives.
There exists a well-designed 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) Geo-Economic,
Geo-Political & 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 well- |
documented 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 self-assessment |
|
(CSA) process is in place. In FY |
|
2025, we successfully deployed |
|
the Company's own
"I-Assurance" |
|
Software for this process. This |
|
tool empowers process owners |
to conduct self-assessments 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 FAMI-QS 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, Halal-Indonesia, 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 FAMI-QS 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, Well-being & Inclusion
Safety is non-negotiable. We embed it into leadership behaviors,
workplace practices and employee engagement through structured safety walks, digital tools
and employee-led 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 SUPER-X pre-onboarding,
and Aarambh onboarding programs, creating a more inclusive and supportive experience
for new joiners.
Growing: Talent Development & Leadership Alignment
To stay agile and future-ready, we've refreshed our talent pool
with clear
KRAs, performance-driven 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 in-house
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 cloud-based HRIS. HR bots and real-time 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/corporate-governance/
policies-and-codes/whistle-blower-policy.
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 that 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 not-for-profit
arm of Jubilant Bhartia Group. The key focus area under CSR initiatives are healthcare,
education, and livelihood with a 4P (Public-Private-People-Partnership)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 multi-stakeholder 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 health-seeking behaviour . The project entails , providing
effective basic healthcare services to the community through JBF Medical Centre &
Mobile Dispensary .
(ii) Muskaan-Supporting 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 child-friendly
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 hands-on
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 neem-based 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 climate-resilient farming techniques, encouraging innovative agricultural
practices, and diversifying income sources to enhance sustainability and resilience.
Together, these integrated efforts aim to build self-reliant 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
Annexure-4.
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/annual-reports
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/ corporate-governance/policies-and-codes/policy-on-rpts.
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 AOC-2 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 Whole-time 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 one-time 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 one-time 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 pari-passu.
(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 BenefitAct 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 Annexure-5
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 co-operation 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 |
Co-Chairman & Whole-Time Director |
DIN : 00010499 |
Place : Noida |
Date : 31 July 2025 |
|