J.G.Chemicals Ltd Directors Report

Dear Members,

The Board of Directors ("the Board") are pleased to present the 25th Annual Report of J.G.Chemicals Limited ("the Company" or "JGCL") together with the Audited Financial Statements (Standalone and Consolidated) and Auditors Report thereon for the Financial Year ended 31st March, 2026.

FINANCIAL SUMMARY OR HIGHLIGHTS

The Companys financial performance for the Financial Year ended 31st March, 2026 are summarized below:

(in Rs. Million, except per equity share data)

	Standalone		Consolidated
Particulars	For the year ended March 31,		For the year ended March 31,
	2026	2025	2026	2025
Revenue From Operations	2,889.48	2,718.20	9,729.30	8,479.44
Other Income	167.75	148.21	158.41	100.12
Total Income	3,057.24	2,866.41	9,887.71	8,579.56
Total Expenses	2,753.02	2,580.01	8,909.15	7,618.28
Profit/ Loss Before Finance Cost, Tax Expenses & Depreciation	304.22	286.40	978.56	961.28
Finance Cost	2.54	2.55	5.39	8.47
Depreciation	14.57	13.85	52.03	53.81
Profit Before Tax	287.11	270.00	921.14	899.00
Tax Expense	72.61	69.81	234.66	231.40
Profit After Tax	214.50	200.19	686.49	667.59
Total Other Comprehensive Income / (Loss), Net of Tax	16.54	22.66	17.11	23.46
Total comprehensive income for the year attributable to the owners of the Company	231.04	222.86	703.60	691.06
Profit Attributable to Owners of the Company	NA	NA	675.86	663.57
Non-Controlling Interest	NA	NA	27.74	27.49
Earnings per Share (EPS)*
Basic	5.47	5.11	16.81	16.34
Diluted	5.47	5.11	16.81	16.34

Notes:

The above figures are extracted from the Audited Standalone and Consolidated Financial Statements of the Company as per the Indian Accounting Standards (Ind AS).

Equity shares are at par value of H10 per share.

PERFORMANCE HIGHLIGHTS

i. Financial Performance - Standalone

The Company has achieved total revenue from operations of H2,889.48 Million for the Financial Year ended 31st March, 2026, as against H2,718.20 Million for the Financial Year ended 31st March, 2025, representing a increase of 6.30%. The earnings before interest, taxes, depreciation, and amortization (EBITDA) for the year, excluding the effect of foreign exchange fluctuation loss/(gain) and other income was H136.47 Million as compared to H138.19 Million for the previous Financial Year. EBITDA for the year decreased by

1.24% as stable volumes combined with higher margins drove strong performance for the year as well as strategic focus on value-added products continues to fuel profitability growth. During the Financial Year 2025-26, the Company earned a Profit After Tax of H214.50 Million as compared to H200.19 Million in the previous Financial Year representing an increase of 7.15%.

ii. Financial Performance - Consolidated

On a consolidated basis, the total revenue from operations in the Financial Year 2025-26 increased by 14.74% to H9,729.30

Million from H8,479.44 Million in the previous Financial Year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/(gain) and other income, was H820.15 Million as compared to H861.16 Million for the previous Financial Year. EBITDA for the year decreased by 4.76%, as stable volumes combined with higher margins drove strong performance for the year as well as strategic focus on value- added products continues to fuel profitability growth. During the Financial Year 2025-26, the Company earned a profit after tax of H686.49 Million as compared to H667.59 Million in the previous Financial Year representing an increase of 2.83%.

The Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2026, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of Consolidated Financial Statements given in Schedule III and other applicable provisions of the Companies Act, 2013, (hereinafter referred to as Act), and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations). The Financial Statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information.

The Financial Statements of the subsidiaries are available at the Website of the Company at www.jgchem.com. The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of the Annual Report.

DIVIDEND

The Board, has recommended final dividend of H 1.10 per equity share of face value of H10 each (i.e. @ 11% per equity share of face value H10 each) fully paid-up for the Financial Year ended 31st March, 2026 (Dividend for Declaration and Payment of Dividend Financial Year 2024-25 was @ H1.00 per equity share of H10 each fully paid-up) out of its current years profits, subject to the approval of Members at the ensuing 25th Annual General Meeting (hereinafter referred to as AGM) of the Company. The Dividend payout during the Financial Year ended 31st March, 2026, was H43.10 Million (Previous Year: H39.18 Million).

The Board has recommended the final Dividend as per the criteria laid down in the Dividend Distribution Policy.

The above dividend, if approved by the shareholders at the ensuing AGM, will be paid within 30 days from the date of declaration as per the relevant provisions of the Act to those Members, whose name shall appear on the Register of Members as on close of business hours as on the Record Date. The Record Date for determining entitlement of the Members to final dividend shall be mentioned in the Notice of AGM.

Pursuant to the provisions of The Income Tax Act 2025, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after the necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to The Income Tax Act 2025, and amendments thereof.

Record Date

The Company has fixed Wednesday, 23rd September, 2026, as the Record Date for the purpose of determining the entitlement of Members to receive dividend for Financial Year 2025-26.

Dividend Distribution Policy

In compliance with the requirements of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company at: https://jgchem.com/wp-content/ uploads/2023/01/03.-DDP-16-06-22.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profit as retained earnings. During the Financial Year 2025-26, the Company has not transferred any amount to the General Reserve. For details regarding the transfer to other reserves, please refer Note No. 18 of the Standalone Financial Statements for the year which are self-explanatory.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no fundamental change in the nature of the business of the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Subsidiary Company as on 31st March, 2026. The Company does not have any associate or joint venture company.

i. M/s. BDJ Oxides Private Limited is a Material Subsidiary Company in which Percentage of Holding is 94.13% w.e.f 14.05.2016.

ii. Names of the Companies which become or ceased to be its Subsidiaries, Joint Ventures or Associates during the Financial Year 2025-26: No Company has become or ceased to be Joint Ventures or Associates during the Financial Year 2025-26.

iii. Names of the Companies which become Subsidiaries or Associates after the end of the Financial Year and as on the date of the report: No Company has become or ceased to be a subsidiary or joint venture or associate of the Company after the end of the financial year and as on the date of the report.

iv. Material subsidiary: During the Financial Year 2024-25 and 2025-26, BDJ Oxides Private Limited is a material subsidiary pursuant to Regulation 16 of the SEBI Listing Regulations. The Company has formulated a policy for determining material subsidiaries. The Policy is available on the website of the Company at https://jgchem.com/wp-content/ uploads/2023/01/05 MSP-01-20220525.pdf .

PERFORMANCE OF SUBSIDIARY COMPANIES

A report on the performance and financial position of the subsidiary as per provisions of sub section (3) of Section 129 of the Act read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to this Report as Annexure-I.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31 March, 2026, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://jgchem.com/financials/.

SHARE CAPITAL

The paid- up Share Capital of the Company is H39,18,60,630 divided into 3,91,86,063 Equity shares of H10/- each fully paid-up.

There was no change in the Share Capital during the Financial Year under review.

CREDIT RATINGS

The Company has obtained a Credit Rating of its various credit facilities and instruments from CRISIL Ratings Limited. The details about the ratings assigned by the above-mentioned Agency is clearly drawn up in the Corporate Governance Report forming part of the Boards Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Composition

The Board of Directors of the Company contains an optimum combination of Executive and Non-Executive Directors. As on 31st March, 2026, it comprises of 6 (Six) Directors, viz. 3 (three) Non-Executive Independent Directors including a Woman Director and 3 (three) Executive Directors. The position of the Chairman of the Board and the Managing Director are held by different individuals, who is an Executive Director. The profile of all the Directors can be accessed on the Companys website at https://jgchem.com/board-of- directors/.

***Mr. Ashok Bhandari, Non Executive Independent Director ceased to be in Board of the Company with effect from 3rd August, 2026, consequent upon his sad demise.

None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Act. Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such Regulatory Authority. During the year under review, the Board has accepted the recommendations of the Committees of the Board.

The details of the Board composition including names of Directors and composition of Committees are provided separately in the Corporate Governance Report.

As of 31st March, 2026, the Company has 4 (Four) Key Managerial Personnel (Senior Management) including Executive Directors. The names of senior management are provided separately in the Corporate Governance Report.

• Changes in Board Composition and Key Managerial Personnel

During the Financial Year 2025-26, there was no change in the Board Composition and Key Mangerial Personnel of the Company.

• Director retiring by rotation:

In accordance with the provisions of the Act, Mr. Anuj Jhunjhunwala (DIN: 00234926), the Whole-time Director retires from the Board by rotation and being eligible, offers himself for re-appointment. The Board recommends the said re-appointment at the 25th Annual General Meeting (AGM).

Further, the brief resume and other details relating to the Director seeking re-appointment, as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2, are provided in the Notice convening the ensuing AGM.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 04th September, 2026 received from M/s. Arun Kumar Khandelia & Co, Practising Company Secretaries (ICSI FRN: P1995WB046000), certifying that 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 Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs or any such Statutory Authority is annexed to the Corporate Governance Report.

During the year under review, none of the Directors of the Company is disqualified as per the applicable provisions of the Act.

MEETINGS OF THE BOARD

The Board met 6 (Six) times during the Financial Year 2025-26. The dates of meetings of the Board and its Committees and attendance of each of the Directors thereat are provided separately in the Corporate Governance Report.

The maximum gap between two Board meetings held during the year was not more than 120 days.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholders Relationship Committee;

• Risk Management Committee

Details of composition, terms of reference and number of meetings held in FY26 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

DECLARATION FROM INDEPENDENT DIRECTORS

During the Financial Year 2025-26, all the Independent Directors of the Company have given necessary declarations regarding their independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Based on internal financial controls work performed by the Internal Auditors, Statutory Auditors, Cost Auditors and Secretarial Auditors, the reviews performed by the management, with the concurrence

of the Audit Committee, pursuant to Section 134(3)(c) read with Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, the Board states the following for the year ended 31st March, 2026:

a. In the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. The Directors have selected suitable Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

c. 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;

d. The Directors have prepared the Annual Accounts on a going-concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f. 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.

NOMINATION & REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors.

The objectives and key features of this Policy includes:

i. Formulation of the criteria for determining qualifications, positive attributes of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and also the independence of Independent director.

ii. Aligning the remuneration of Directors, KMPs and SMPs with the Companys financial position, remuneration paid by its industry peers, etc.;

iii. Performance evaluation of the Board, its Committees and Directors, including Independent Directors;

iv. Ensuring Board diversity;

v. Identifying persons who are qualified to become Directors and who may be appointed to Senior Management in line with the criteria laid down; and

vi. Directors induction and continued training.

The said Policy was amended and reviewed from time to time. The policy is available on Companys website a under the link: https://iachem.com/wp-content/uploads/2026/07/JG-Whistle- Blower-Policy-17.07.26.pdf. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

REMUNERATION OF DIRECTORS, MANAGERIAL PERSONNEL, SENIOR MANAGEMENT AND EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure II enclosed hereto and forms part of this Report. In accordance with the provisions of the Section, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company, excluding the aforesaid information. Copies of the said statements are available at the registered office of the Company during the designated working hours from 21 days before the AGM till the date of the AGM. Any Members interested in obtaining such details may write to the Company Secretary, stating their Folio No./DPID & Client ID.

BOARD DIVERSITY

The Company recognizes the importance of having a diverse Board of Director as a key element in maintaining a competitive advantage, fostering innovation and enhancing the overall effectiveness of the Board. The Company believes that diversity in composition of the Board promotes better Corporate Governance, improves decision making quality and strengthens stakeholder confidence. The Company also believes that a diverse Board enhances the transparency, accountability and ethical standards in the conduct of business and contributes to sustainable growth and value creation for shareholders and other stakeholders. The Board remains committed to maintaining the highest standards of corporate governance through continuous improvement in Board composition and diversity. The Board has adopted the Board Diversity Policy which sets out the approach to diversity. The policy is available at the website of the Company at https://igchem.com/ wp-content/uploads/2024/06/Board-Diversity-Policy.pdf.

BOARD EVALUATION

The annual evaluation of the Board of Directors, Individual Directors including Chairman of the Board and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Independent Directors at their meeting have evaluated the performance of Executive Directors after considering the views of the Executive and Non-Executive Directors and the Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Companys Management and the Board.

The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations and governance issues. A separate exercise was carried out to evaluate the performance of Individual Directors on parameters such as attendance, contribution and exercise of independent iudgement. Further, the Board, upon recommendation of the Nomination and Remuneration Committee and as per the criteria and manners provided for the annual evaluation of each member of the Board and its Committees, has evaluated the performance of the entire Board, its Committees, and Individual Directors.

During the Financial Year 2025-26, all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee. The Board expressed satisfaction with the overall functioning of the Board and its Committees.

LOANS, INVESTMENTS AND GUARANTEE

During the year under review, no loans, investments, guarantees and advances were given to firms/companies/body corporates in which directors are interested that would attract the provisions of Section 185 of the Act, other than its Subsidiary. The Company has also given loans to its Subsidiary for business purpose.

The details of loans granted, guarantee given, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the Financial Statements of the Company forming part of this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2026 is available on the website of the Company at the link https://igchem.com/financials/. The Annual Return uploaded on the website is a draft in nature and the Final Annual Return shall be uploaded at the same link on the website of the Company once the same is filed with the Ministry of Corporate Affairs after the AGM.

RISK MANAGEMENT (RISK ASSESSMENT AND MINIMIZATION PROCEDURE)

The Company identifies the risk as a fundamental aspect of business and is committed to manage risk proactively and efficiently. JGCL has established a robust Risk Management framework which ensures that risks are managed systematically, thereby safeguarding the interest of stakeholders and enhancing organizational resilience. The Company recognizes that effective risk management is critical in achieving operational efficiency, financial stability, regulatory compliance and strategic growth. The Company has a policy on Risk Management to identify various kinds of risks in the business of the Company. The Board reviews the Policy from time to time and take adequate steps to minimize the risk in business. As per the opinion of the Board, there are no such risks, which threaten the existence of your Company.

AUDITORS AND AUDITORS REPORT

• Statutory Auditors

M/s. S Jaykishan, Chartered Accountants (FRN 309005E), the Statutory Auditors of the Company were appointed at the 23rd AGM held on 29th September, 2023 for the term of 4 (Four) consecutive years from the conclusion of the 23rd AGM till the conclusion of the 26th AGM to be held for the financial year 2026-27. The Report given by M/s. S Jaykishan, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2025-26 is part of the Annual Report and there is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s K.Arun & Co., Practising Company Secretaries (FRN: P1995WB046000) has been appointed as Secretarial Auditors of the Company for the term of 5 (Five) consecutive years at 24th Annual General Meeting held on 12th August, 2025 to hold office for a term of 5 (Five) consecutive years, i.e. from Financial Year 2025-26 to Financial Year 2029- 30. The Secretarial Audit Reports of the Company and of its Material Unlisted Subsidiary Incorporated in India, i.e., M/s. BDJ Oxides Private Limited, for the Financial Year ended 31st March, 2026 are annexed to this Report as Annexure III and Annexure IIIA respectively form part of this Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Report.

The Company has undertaken an Annual Secretarial Compliance Audit for the Financial Year 2025-26, pursuant to Regulation 24A(2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2026, has been submitted to the Stock Exchanges and the said report may be accessed on the Companys website at the link https://jgchem.com/wp- content/uploads/2026/05/22-05-2026-Annual-Secretarial- Compliance-Report-31032026.pdf.

• Cost Auditor

M/s. Debabrota Banerjee and Associates, a firm of Cost Accountants in Practice (Registration No 003850) the Cost Auditor of the Company submitted the Cost Audit Report for the Financial Year 2024-25, within the time limit prescribed under the Act and Rules made thereunder. During the Period under review, pursuant to Section 148 of the Act read with the Rules framed thereunder, the Board has re-appointed M/s. Debabrota Banerjee and Associates, a firm of Cost Accountants in Practice (Registration No 003850), to conduct an audit of the cost records of the Company for the Financial Year 2025-26.

Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board of Directors at its meeting held on 14th May, 2026, upon the recommendation of the Audit Committee, re-appointed M/s. Debobrata Banerjee and Associates, a firm of Cost Accountants in Practice (Registration No 003850) as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the Financial Year 2026-27. The Company has received the necessary consent from M/s. Debobrata Banerjee and Associates, to act as the Cost Auditor of the Company for the Financial Year 2026-27, along with the certificate confirming that his appointment would be within the applicable limits. Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the Financial Year 2026-27, is required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary resolution seeking the approval of Members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.

• Internal Auditors

The Board appointed M/s S.S Kothari Mehta & Co. LLP, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2025-26. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is dedicated to foster an ethical, transparent and accountable environment in all its business activities. The Company has adopted vigil mechanism through its Whistle Blower Policy which provides a secure platform for its employees, directors and stakeholders to report genuine concerns about unethical behaviour, fraud and violations of Companys policies while ensuring protection from retaliation.

The Company has formulated a Vigil Mechanism/Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances/concerns about instances of unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at https://jgchem.com/wp-content/uploads/2026/07/JG-Whistle- Blower-Policy-17.07.26.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo for the Financial Year ended 31st March, 2026, as required to be given pursuant to Section 134(3) (m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure IV.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established and maintained adequate Internal Financial Controls (IFC) commensurate with the size, scale, and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of Financial Reporting and the preparation of Financial Statements in accordance with applicable Accounting Standards and regulatory requirements.

The Internal Audit of the Company for Financial Year 2025-26, was carried out by M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants, Internal Auditor for all divisions and units of the Company. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior Executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the internal control systems and checks & balances for continuous updates and improvements therein. The Audit Committee also regularly reviews and monitors the budgetary control system of the Company as well as the system for cost control, financial controls, accounting controls, physical verification, etc. The Audit Committee regularly observes that proper internal financial controls are in place including with reference to Financial Satements. During the year, such controls were reviewed, and no reportable material weakness was observed.

RELATED PARTY TRANSACTIONS

Your Company has Policy on materiality of and dealing with Related Party Transactions (RPTs). The Audit Committee reviews this policy periodically and also reviews and approves all RPTs, to ensure that they are in line with the provisions of applicable law and the Policy. The Audit Committee approves the RPTs and wherever it is not possible to estimate the value, approves limit for the Financial Year based on best estimates. The RPTs that were entered into by the Company during the Financial Year 2025-26, were on an arms length basis. The disclosure under Section 134(3) (h) read with Section 188(2) of the Act in form AOC-2 is given in Annexure V forming part of this Report.

The details of the transaction with related parties during Financial Year 2025-26, are provided in the accompanying Financial Statements.

The Policy on materiality of and dealing with RPTs as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company and can be accessed through the following link: https://jgchem.com/wp-content/ uploads/2026/07/JG-Policy-on-RPT-Version-4-14.05.2026.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that it has a responsibility to bring enduring positive value to the communities it works with. In line with Companys core theme to keep India moving, we have and will continue to build enduring and engaging relationships with key stakeholders.

The Board, in compliance with the provisions of Section 135(1) of the Act and Rules made thereunder, has formulated the CSR Committee and CSR Policy. Further, the CSR policy has been placed on the website of the Company and can be accessed through the following link: https://jgchem.com/wp-content/ uploads/2023/01/15.CSR-01-20222025.pdf.

The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith and marked as Annexure VI forming part of this Report.

PUBLIC DEPOSIT

During the Financial Year 2025-26, the Company has not accepted any deposits from the public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

CORPORATE GOVERNANCE

Your Directors believe that Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and sustainable Company in order to attract as well as retain talents and investors and to maintain fulfilling relationships with the communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the code of conduct framed for the Board and Senior Management under the Act as well as SEBI Listing Regulations and have maintained high standards of Corporate Governance based on the principle of effective implementation of internal control measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Companys corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. In terms of the provisions of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report for the Financial Year 2025-26 together with a certificate from Practicing Company Secretaries confirming compliance, is annexed herewith and marked as Annexure VII forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations forms an integral part of the Annual Report. The said Report gives detail of the overall industry structure, economic developments, performance and state of affairs of your Companys business, risk management systems and material developments during the year under review.

LISTING ON STOCK EXCHANGES

The Companys 3,91,86,063 equity shares of H10 each as on 31st March, 2026, are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

DEMATERIALISATION OF SHARES

There were 3,91,86,063 Equity Shares of the Company as on 31st March, 2026, all the Equity Shares of the Company are held in electronic form.

E-VOTING FACILITY AT AGM

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 25th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its Members whose names will appear in the Register of Members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by National Securities Depository Ltd ("NSDL"). The detailed process and guidelines for e-Voting have been provided in the notice convening the AGM.

DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company complies with the Maternity Benefit Act, 1961 for the year under review.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company firmly believes in providing a safe, supportive, and friendly workplace environment - a workplace where its values come to life through supporting behaviours. A positive workplace environment and great employee experience are integral parts of its culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has a Policy on Preservation and Redressal of Sexual Harassment at Workplace in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder. There are regular sessions offered to all employees to increase awareness of the topic and the Committee and other senior members have undergone training sessions.

During the Financial Year 2025-26, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.

During the Financial Year 2025-26, initiatives were taken to demonstrate the Companys zero tolerance philosophy against discrimination and sexual harassment, which included easy to understand training and communication material which was made easily accessible. The Company has also conducted online training for the employees to cover various aspects of this matter. The following is a summary of Sexual Harassment complaint(s) received and disposed of during the Financial Year 2025-26, pursuant to the POSH Act and Rules framed thereunder:

Particular	Number
Number of complaint(s) of Sexual Harassment received during Financial Year 2025-26	Nil
Number of complaint(s) disposed of during Financial Year 2025-26	Nil
Number of cases pending for more than 90 days (stipulated timeline under POSH)	Nil
Number of cases pending as on 31st March, 2026	Nil

COMPLIANCE OF SECRETARIAL STANDARDS

During Financial Year 2025-26, the Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:

1. The Company has not resorted to any buy back of its equity shares during the year under review.

2. The Company serviced all the debts and financial commitments as and when they became due, and no settlements were entered into with the bankers. Since the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

3. There are no significant/material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

4. During the year under review, no Corporate Insolvency Resolution application was made, or proceeding was initiated, against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application/proceeding against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on 31st March, 2026.

OUTCOME OF BOARD MEETINGS

Month	Outcome
May, 2025	i) Re-appointment of M/s. SS Kothari Mehta & Co. LLP, as Internal Auditors of the Company;
	ii) Re-appointment of M/s. S Jaykishan, Chartered Accountants, as Tax Auditors of the Company;
	iii) Re-appointment of M/s. Debabrota Banerjee & Associates, as Cost Auditors of the Company;
	iv) Re-appointment of Mr. Anirudh Jhunjhunwala as Chief Executive Officer of the Company;
	v) Re-appointment of Mr. Anuj Jhunjhunwala as Chief Financial Officer of the Company;
	vi) Re-appointment of Mr. Suresh Jhunjhunwala, in continuation of attaining the age of Seventy Years, as an Executive Chairman and Whole- Time Director of the Company;
	vii) Re-appointment of Mr. Anuj Jhunjhunwala as Whole Time Director of the Company;
	viii) Approval for the procurement of land for future expansion;
	ix) Re-appointment of M/s. K Arun & Co., Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2025-2026 to Financial Year 2029-2030 and fixation of their remuneration;
	x) Audited Financial Results (Standalone & Consolidated) for the quarter and Financial Year ended 31st March, 2025.
June, 2025	i) Recommendation of Dividend;
	ii) Approval of Notice of AGM & Annual Report.
August, 2025	i) Unaudited Financial Results (Standalone and Consolidated) for the quarter ended 30th June, 2025;
	ii) Capex Approval in Dahej, Gujarat; iii) Remuneration of Cost Auditor.
November, 2025	i) Unaudited Financial Results (Standalone and Consolidated) for the quarter and six-months ended 30th September, 2025.
February, 2026	i) Unaudited Financial Results (Standalone & Consolidated) for the quarter and nine-months ended 31st December, 2025.

GREEN INITIATIVES & ACKNOWLEDGEMENT

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent ("RTAs")/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 03/2025 dated 22nd September,

2025, and Regulation 36 of SEBI Listing Regulations, the Annual Report of the Company for the Financial Year ending 31st March,

2026, including therein the Audited Financial Statements for the Financial Year 2025-26, will be sent only by email to the Members who have registered their email address(es). A letter providing the web-link, including the exact path, where complete details of the Annual Report are available will be sent to those shareholder(s) who have not so registered their email address(es). Further the Company will send hard copy of the full Annual Report to shareholders, who request that.

The Board of the Company wishes to place on record their sincere appreciation of the dedication and commitment of all employees in continuing their achievements and excellence in all areas of the business. The Board thanks the shareholders, customers, suppliers, bankers, other stakeholders and various departments of the State Government and the Central Government for their continuous support to the Company. Your Board appreciates and values the contribution made by every member of the J.G.Chemicals family.

	On behalf of the Board of Directors
	For J. G. Chemicals Limited
	Suresh Jhunjhunwala	Anirudh Jhunjhunwala
Date: September 04, 2026	Executive Chairman & WTD	Managing Director & CEO
Place: Kolkata	(DIN: 00234725)	(DIN: 00234879)