To
The Members,
The Board of Directors are pleased to present its Report for the financial year ended 31st March, 2025. During the year, the Company demonstrated operational resilience amidst a challenging business environment influenced by climate variability and domestic market headwinds as also General Elections related slow down. While the overall standalone revenue declined by 14.7% year-on-year, the Company maintained profitability and posted a stable EBITDA of 4,710 million, supported by improved working capital efficiencies and enhanced operating cash flows. The performance in the piping and hi-tech agri segments, particularly in international markets, remained strong. With optimism surrounding a recovery in rural demand, supported by government infrastructure spending and anticipated agricultural growth, the Company enters the new fiscal year with renewed focus on sustainable growth, financial prudence, and long-term value creation.
A] Operations
1) Financial Highlights (standalone)
The FY25 financial performance is captured in below table:
in Million (except EPS)
| Particulars | 2024-25 | 2023-24 |
| Domestic & Export Sales (Net) | 30,625.12 | 36,020.34 |
| Domestic & Export Services (Net) | 1179.93 | 1,468.35 |
| Other Operating Income | 785.13 | 722.71 |
| Sub Total | 32,590.18 | 38,211.40 |
| Other Income | 173.48 | 85.33 |
| Total Income | 32,763.66 | 38,296.73 |
| Operating Profit | 4,883.37 | 5,208.98 |
| Interest and Finance Charges | 2916.87 | 2,922.50 |
| Depreciation and Amortisation | 1590.14 | 1,493.33 |
| Profit before taxation and exceptional items | 376.36 | 793.15 |
| Exceptional Items | - | - |
| Profit/(loss) before tax | 376.36 | 793.15 |
| Provision for Tax | ||
| Current Tax Provision | - | - |
| Deferred Tax Asset/(Liability) | 129.2 | 237.65 |
| Profit/(Loss) for the year before Prior Period Expenses | 247.16 | 555.5 |
| Prior Period Items-Income/ (Expenses) | - | - |
| Profit/(Loss) for the year | 247.16 | 555.5 |
| Earnings per Share | ||
| Basic | 0.36 | 0.83 |
| Diluted | 0.35 | 0.79 |
2) State of affairs of the Company
a) Standalone: FY 25
In FY25, the Hi-Tech Agri segment recorded a marginal revenue decline of 3.6%, reflecting the continued strategic reduction in project-based business. However, the Company witnessed strong performance in the retail segment & especially in exports, which contributed to a healthy EBITDA growth of 12.4% over the previous year. The EBITDA margin of the Hi-Tech segment expanded to 18.7%, supported by an improved product mix, cost optimisation and higher operational efficiency. The Tissue Culture business also remained a strong and stable contributor to the segment.
The Plastic segment witnessed a decline of 26.2% in revenue, primarily due to prolonged monsoon, muted retail demand and a general slowdown in the construction and agri-input sectors. The EBITDA of this segment decreased by 35.9%, and the margin contracted to 9.5%. However, international operations provided some stability amid domestic challenges.
Despite a 14.7% reduction in overall standalone revenue, the Company maintained strong focus on liquidity and operating discipline, resulting in improved working capital management and cash flow. The Company continues to pivot toward a more retail-centric and export-oriented revenue model to reduce dependency on high working capital-intensive project business. The total order book at the end of FY25 stood at 9,993 million, comprising 4,018 million for Hi-Tech Agri Input Products, 3,561 million for Agro Processing, and 2,414 million for Plastic Products. The Company remains committed to further deleveraging, sustaining profitable growth, and driving its strategic transition toward higher- margin segments.
b) Consolidated: FY 25
During FY25, the Company reported consolidated revenues of 57,793 million, a decline of 6.0% over the previous year, mainly due to softness in domestic demand and conscious downsizing of project-based business. Despite this, the consolidated EBITDA stood at 7,168 million, translating to an EBITDA margin of 12.4%, reflecting efficient cost management and stronger performance in key segments.
The Hi-Tech Agri segment showed resilience, with revenue declining only 3.6% while EBITDA grew by 11.8% and margins expanded to 18.8%. The performance was driven by export growth, better product mix and focused retail engagement. The Plastic segment recorded a revenue decline of 17.5%, impacted by weak demand in the domestic market, while EBITDA declined by 22.7%, with margins compressing to 10.5%. International operations, however, remained stable.
The Agro Processing segment emerged as a strong performer, registering a revenue growth of 7.9%, supported by robust exports and sustained contribution from European markets. However, EBITDA declined by 18.7% due to increased raw material costs and subdued domestic sales, resulting in margin contraction.
The consolidated order book as on 31st March, 2025 stood at 18,565 million, including 4,018 million for Hi-Tech Agri Input Products, 11,736 million for Agro Processing, and 2,811 million for Plastic Products. The Company continued its disciplined approach to working capital management, which, along with focused deleveraging efforts, contributed to improved operating cash flows.
The outlook for FY26 remains positive, with expectations of a normal monsoon, improved rural sentiment, and enhanced government focus on agriculture and infrastructure. The Company remains steadfast in its strategy to strengthen core segments, improve profitability, and create sustainable value for all stakeholders.
3) a) Dividend Distribution Policy
The Company has adopted the Dividend Distribution Policy with respect to SEBI notification dated 8th July, 2016 and the detailed policy is available on our website at https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Dividend_ Policy.pdf
b) Dividend
The Directors in their meeting held on 14th May, 2025 did not recommend to shareholders a Dividend on Ordinary and DVR Equity Shares of 2.00 each, in view of meagre profit for the year ended 31st March, 2025.
Under Resolution Plan (2022 - 2028) Company is restricted from declaring Dividends anyway..
4) Capacity Expansion and Capital Expenditure
The Company has continued its pre-decided maintenance Capex. The following table shows the Capex incurred for maintenance during the year.
| Segment Name | Net Capex FY 2025 C in Million) |
| Hi-Tech | 948.57 |
| Plastics | 186.89 |
| HO and Others | 342.14 |
| Gross Capex | 1477.6 |
| Less Assets (sale/ Discarded) | (336.68) |
| Net Capex | 1140.92 |
Out of the above 780 million is growth capex.
5) List of Awards/ Recognition - Financial Year 2024-25
The Company has received the following awards and accolades during the FY 2025.
| Year | Name & Nature of Award / Recognition / Ranking/ Felicitation | Sponsored by | Instituted By | Given By | Citation | Rank Level | Received By | Product / Individual |
| 2024 | PLEXCONCIL Award 20212022 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter Drip Irrigation Systems (MIS) (1st Prize, 2021-22) | N | Dilip Barhate | Drip |
| 2024 | PLEXCONCIL Award 20212022 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter Pipes & Hose of Plastics (1st Prize, 2021-22) | N | Amol Shah | Pipes & Hoses |
| Year | Name & Nature of Award / Recognition / Ranking/ Felicitation | Sponsored by | Instituted By | Given By | Citation | Rank Level | Received By | Product / Individual |
| 2024 | PLEXCONCIL Award 20212022 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter Fittings for Pipes & Hose (2nd Prize, 2021-22) | N | Dr. Kalyani Moharir | Fittings & Hoses |
| 2024 | PLEXCONCIL Award 20212022 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter PVC Foam Sheet (1st Prize, 2021-22) | N | Ankur Jain | PVC Foam Sheet |
| 2024 | PLEXCONCIL Award 20222023 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter Drip Irrigation Systems (MIS) (1st Prize, 2022-23) | N | Narendra Patil | Drip |
| 2024 | PLEXCONCIL Award 20222023 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter Pipes & Hose of Plastics (1st Prize, 2022-23) | N | Kisan Vare | Pipes & Hoses |
| 2024 | PLEXCONCIL Award 20222023 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter Pipes & Hoses (2nd Prize, 2022-23) | N | Atin Tyagi | Fittings & Hoses |
| 2024 | PLEXCONCIL Award 20222023 | Ministry of Commerce and Industry, Government of India | PLEXCONCIL | Ramesh Bais, Governor of Maharashtra | Top Exporter PVC Foam Sheet (1st Prize, 2022-23) | N | Kumar Mulay | PVC Foam Sheet |
| 2024 | Doctor of Science (D.Sc.) | D.Y Patil Agricultural and Technical University | Dr. Sanjay Patil, University Chancellor, D.Y. Patil Agricultural and Technical University | For his continuous and significant contributions to agriculture and sustainable development. | S | Anil Jain | Individual | |
| 2025 | EEPC Indias 54th National Export Award - 2021-22 | Ministry of Commerce & Industry, GoI | EEPC India - (Engineering Export Promotion Council of India) (Formerly Engineering Export Promotion Council) | Jitin Prasada, Union Minister of State for Ministry of Commerce & Industry and Ministry of Electronics & Information Technology Pankaj Chaddah, Union Health Minister, GOI" | Agriculture Machinery & Parts - Large Enterprise category | N | Piush Kumat | Agriculture Machinery & Parts |
6) Material developments in Human Resource
The past fiscal year has been marked by significant strides in our human resources initiatives, all contributing to our overarching goal of driving organizational excellence. From strategic workforce planning and talent acquisition to employee development and well-being, HR has played a pivotal role in navigating challenges and capitalizing on opportunities. Looking ahead, we remain dedicated to cultivating an inclusive and dynamic workplace where talent thrives and capabilities flourish. Our commitment to harnessing the full potential of our human capital will undoubtedly continue to propel us toward sustained success in a rapidly evolving landscape.
Our Philosophy and Culture
At JISL, we are more than just a company; we are a collaborative ecosystem built on the diverse strengths of talented individuals. Our mission is to cultivate a vibrant pool of minds, grounded in the belief that continuous learning and skill development are paramount. This deeply held principle, championed by our founder, emphasizes that true potential is realized through the knowledge gained and creativity fostered via robust training. Within JISL, we strive to create an environment where every employee can achieve their full potential, contributing significantly to our collective achievements.
Talent Acquisition and Development
This year, we significantly expanded our reach through strategic social media campaigns, effectively connecting with a highly relevant talent pool. These efforts were particularly focused on attracting professionals in the burgeoning fields of Sustainable Agtech and Piping Solutions.
Our unwavering commitment to excellence drives our pursuit of maintaining a high-performance organization. To this end, we initiated several projects meticulously designed to unlock the boundless potential within our supervisory and managerial cadres. JISL is dedicated to empowering its employees, both professionally and personally, providing them with the necessary tools and support to fulfill their aspirations and embrace their responsibilities with unwavering dedication.
We are relentless in our pursuit of excellence in training, constantly evolving and crafting programs that ignite a passion for continuous learning. These programs are seamlessly integrated with our adaptable production systems, fostering a synergistic environment for success. Beyond productivity, JISL has introduced "flexi jobs," a novel approach empowering our operational workforce to explore and acquire a multitude of skills, transforming them into well-rounded individuals. This ingenious strategy not only fosters personal growth but also serves as an antidote to the fatigue and stress associated with monotonous tasks, ensuring invigorated teams and peak performance through job rotation.
In FY 2024-25, our commitment to employee development yielded significant results:
• Participants: 16,162
• Training Hours: 58,699
• Average Training Hours per Associate: 7.77
Work Culture and Employee Well-being
Our work culture serves as the bedrock upon which JISL thrives. It is a culture that prioritizes trust, a fundamental cornerstone of any successful endeavor. We cultivate a deep sense of organizational commitment, ensuring every member feels a strong sense of belonging and purpose. Furthermore, JISL fosters a profound sense of satisfaction associated with work well done, where hard work is celebrated, and accomplishments are genuinely recognized. We emphasize work-life balance, striving to create an environment where associates can achieve their professional goals while maintaining fulfilling personal lives.
The well-being of our employees remains a paramount priority. Recognizing the direct correlation between employee engagement and organizational success, we have implemented various initiatives to enhance workplace satisfaction and foster a sense of belonging. Beyond routine activities, this year saw the successful execution of several key employee welfare programs:
• Awareness Programs:
o Heart Health: A renowned Heart Surgeon from Spandan Heart Hospital conducted a detailed session on the prevention and management of heart disease.
o Tobacco Awareness: On No Tobacco Day, Dr. Nitin Vispute, Director of Chetana De-addiction Centre, guided associates on the adverse effects of tobacco and strategies for avoidance.
o Yoga Day: Mr. Subhash Jakhete of Bihar School of Yoga provided guidance on exercises specifically beneficial for neck, lumbar, and shoulder health, particularly for those with sedentary jobs.
o Voting Awareness: An awareness campaign was conducted to educate associates on the importance of exercising their voting rights at both Central and State elections.
• Enhanced Safety: Thirteen new ambulances were either added or replaced in our fleet, significantly enhancing the safety and rapid response capabilities for our associates.
• Laptop Distribution: Recognizing the growing importance of technology in higher education, the Company procured and distributed laptops to children of associates aspiring for advanced studies.
Employee Engagement and Recognition
Beyond welfare, we actively cultivate a vibrant and cohesive environment:
• Team Bonding Activities: Employees participated in engaging games and activities designed to foster unity and enhance problem-solving skills.
• Festival Celebrations: Events such as Holi, Pola, Janmashtami, Diwali, and Womens Day were celebrated collectively, fostering a strong sense of togetherness and community.
• Sports Achievements: Our dedication to holistic development translated into significant sports triumphs:
o Both our mens and womens teams secured the Inter-Corporate Carrom Championship in Delhi. o The Jain Supremos Carrom team triumphed in the Deccan Premier Carrom League. o The Jain Irrigation Cricket team won the first prize in the A Division of the Times Shield Cricket Tournament.
Diversity, Equity, and Inclusion (DEI)
Promoting diversity, equity, and inclusion (DEI) has been instrumental in driving innovation and fostering a culture of profound respect. We have taken proactive measures to ensure our workforce accurately reflects the diversity of the communities we serve, embedding DEI principles into every facet of our HR practices. By actively embracing diverse perspectives and experiences, we have significantly enriched our organizational dynamics and strengthened our reputation as an employer of choice.
Compliance and Ethical Standards
Upholding stringent ethical standards and strict compliance with regulatory frameworks forms the bedrock of our HR practices. We have continually strengthened governance mechanisms to safeguard employee rights and privacy, thereby reinforcing trust and transparency throughout our workforce. Adherence to these ethical guidelines has cultivated a corporate culture grounded in integrity, laying a solid foundation for sustainable growth.
Workforce Strength and Recruitment
Given the companys rapid growth trajectory, recruitment remains a continuous process focused on identifying, selecting, and onboarding the right talent for current and future roles.
• Total Associates (as of March 31, 2025): 7,551
• Gross Additions (FY 2024-2025): 1541
B] Subsidiaries & Associate
1) Jain Farm Fresh Foods Limited - Subsidiary
a) Standalone
The Company recorded revenues of 6,591 million in FY 2025 as against 6,713 million in FY 2024, showing a marginal decline of 1.8% YoY. The net domestic revenue stood at 2,966 million compared to 3,021 million in the previous year, reflecting a minor decline of 1.8%.
Export revenue, reaching 3,625 million in FY 2025 from 3,692 million in FY 2024, reflecting minor decline of 1.8%, reinforcing the Companys strong international presence and market demand.
Earnings before depreciation, interest and tax (EBITDA) stood at 826 million in FY 2025 compared to 997 million in FY 2024. Despite cost and demand-side pressures, the Company maintained operational strength, driven by its export performance and cost optimization initiatives. Profit/(loss) from ordinary activities before tax stood at a loss of 197 million in FY 2025 compared to a profit of 23 million in FY 2024. Net loss after tax was 138 million for FY 2025 as against a net profit of 10 million in the previous year.
Despite near-term financial headwinds, the said Company continues to focus on margin-accretive export business, rationalization of costs, and enhanced operational efficiencies. Strategic investments in processing capabilities and a diversified product portfolio position the Company for sustainable growth in the coming years.
b) Consolidated
The consolidated food business of the Group reported revenues of 18,877 million in FY 2025 as compared to 17,501 million in FY 2024, reflecting a flat YoY, largely attributable to subdued domestic consumption and cost inflation. EBITDA stood at 1,747 million in FY 2025 as compared to 2,090 million in FY 2024, indicating operational stability and consistency in performance across geographies.
Finance cost for the year was 1,308 million, higher than 1,193 million in the previous year, reflecting an increase of 10% YoY due to elevated interest rate conditions and working capital requirements. The Group reported a loss before tax from continuing operations of 334 million in FY 2025 compared to a profit of 138 million in FY 2024. Net loss stood at 280 million for FY 2025 as against a net profit of 110 million in FY 2024.
While the financial performance was impacted by subdued domestic consumption and inflationary pressures, the business remains fundamentally strong. With a strategic emphasis on exports, process integration, and global customer base expansion, the Group is poised for long-term value creation.
2) Jain Processed Foods Trading and Investment Private Limited ("JPFTIPL") - Subsidiary
JPFTIPL is owned 100% by JISL. The main business of the Company is trading and dealing in food stuff and food products of every description and to carry on the business of a holding and an investment Company. Revenue of the Company was 7.45 million in FY 202425 (PY Nil). JPFTIPL had other income 2.99 million in FY 2024-25 as against 2.65 million in FY 2023- 24. The Company had a net profit 0.18 million in FY 2024-25 as against net loss 0.02 million in FY 2023- 24.
3) Sustainable Agro-Commercial Finance Limited (SAFL) - Associate
SAFL is focusing its activities on Farm and Farmer only and operates in the rural & semi-urban geographies of India. SAFL is currently operating across the states of Maharashtra, Karnataka and Madhya Pradesh.
During the year 2024-25, SAFLs financial performance details are as follows:
The Revenue from operations for FY 25 was ? 240 million, as against ? 20 million for FY 24. Other income for the year FY 25 was ? 18 million, as against 68 million for FY 24.
Employee cost was ? 85 million for FY 25, as against ? 91 million for FY 24. The finance cost for FY 25 was recorded at ? 18.4 million as against ? 193 million for FY 24. Net profit for FY 25 was ? 37 million as against profit of ? 11 million of FY 24.
4) Operations of Subsidiaries & SPVs
The Statement containing salient features of the financial statements of overseas subsidiary companies is attached in AOC-1 at Annexure II-Part A (b).
a) Operating subsidiaries
Information on operations and performance of operating subsidiaries is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report at Annexure V
b) SPVs
Information of SPVs is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report at Annexure V
C] Credit Ratings:
During the year the Credit Rating agency, CRISIL rated the Company as follows:
Rating Action by CRISIL:
| Total Bank Loan Facilities Rated | ? 2,730 Crore |
| Long Term Rating | CRISIL BBB-/Stable (Reaffirmed) |
| Short Term Rating | CRISIL A3 (Reaffirmed) |
| ? 814 Crore Non - convertible | CRISIL BBB-/Stable |
| Debentures | (Reaffirmed) |
D] Issue of Warrants:
Pursuant to approval of Shareholders and regulators of the Company had issued 4,27,86,430 Equity Share Warrants to Promoter and Non Promoter at a conversion price of ? 46.64 each. The same were fully converted on pre decided price and terms are as follows:
The 25% proceeds* received as a deposit against Equity Share Warrants was used to repay intercorporate deposits to its associates Sustainable Agro Commercial Finance Ltd (SAFL) (an NBFC) to enable SAFL to become debt free and avoid cross default risk and release Corporate Guarantee of Company. The 75% proceeds of the allotment shall be used to finance the fund requirement, to strengthen its capital base & meet other short & medium term obligations & address its working capital requirement on a long term basis.
* (As per Monitoring Agency report)
E] Governance disclosures
1) Employee Stock Option Plan (ESOP)
i) JISL Employees ESOPs Trust:
On recommendation and approval of JISL Employees ESOPs Trust, the ESOP Allotment Sub-committee of the Company in its meeting held on 24th February, 2025 transferred 2,94,000 Equity Shares out of 18,96,429 Equity Shares held by Trust to eligible employees (on "Off Market" basis), who had paid the Exercise Price of ? 35/share amounting to ? 1,02,90,000. Subsequently on 11th March, 2025, 8,35,485 Equity Shares amounting to ? 2,92,41,975 and on 31st March, 2025, 3,68,200 Equity Shares amounting to ? 1,27,12,000 were transferred to eligible employees on "Off Market" basis. The loan extended by the Company to the trust was repaid to the extend of the proceeds received from the ESOP Remaining 3,98,744 Equity Shares are yet to be exercised by the employees. All these shares had been purchased by the Trust in FY 2019 and FY 2020.
ii) JISL ESOP, 2011/ 2018 (Primary Route)
a] The ESOP Allotment Sub-committee of the Company at its meeting held on 2nd December, 2024 approved issue and allotment of 25,89,400 Equity Shares out of 43,56,000 to eligible employees who had completed vesting period and paid the exercise price of ? 32.40/share amounting to ? 8,38,96,560. Later on 21st February, 2025 balance 17,66,600 Equity shares were issued and allotted to eligible employees on receipt of exercise price of ? 32.40/share amounting to ? 5,72,37,840 in total.
The proceeds received on allotment were used to meet short & medium term obligations and address working capital requirement of the Company.
| Sr. Name of Allottee | No. of Warrants | No. of Shares | Conversion Price | Amount (?) |
| 1) Stocks & Securities (I) Pvt.Ltd. | 1,63,21,607 | 1,63,21,607 | 46.64 | 76,12,39,750 |
| 2) Alpha Alternatives Structured Credit Opportunities Fund | 1,41,14,572 | 1,41,14,572 | 46.64 | 65,83,03,638 |
| 3) Pinkstone Ventures LLP | 70,57,286 | 70,57,286 | 46.64 | 32,91,51,819 |
| 4) Tritiya Ventures LLP | 52,92,965 | 52,92,965 | 46.64 | 24,68,63,887 |
| Total | 4,27,86,430 | 4,27,86,430 | 1,99,55,59,094 |
Rs
| Sr. Particulars | ESOP 2011 |
| 1) Date of Shareholders approval - | 30th September, 2011, 27th September, 2013 & 28th September, 2018 |
| 2) Total number of options approved under ESOS | 43,56,000 granted on 11-11-2022 |
| 3) Vesting requirements | 1/3rd of grant every year* |
| 4) Exercise price or pricing formula | 32.40 |
| 5) Date of Allotment | 2nd December, 2024 for 25,89,400 shares and 21st February, 2025 for remaining 17,66,600 Equity Shares |
| 5) Maximum term of options granted | 5 years |
| 6) Source of shares (primary, secondary or combination) | Primary for above Shares |
| 7) Variation in terms of options | Vesting period amended as above. |
* Remaining 2/3rd vested on 25th May 2024 instead of 10th November, 2024 and 10th November, 2025 b] Trust Shares movement during the year
| Sr. Particulars | ESOP 2011 |
| 1) Number of Shares outstanding at the beginning of the period | 18,96,429* |
| 2) Number of Shares granted during the FY 2025 | NIL |
| 3) Number of Shares forfeited / lapsed during the FY 2025 | NIL |
| 4) Number of Shares vested during the FY 2025 | 3,72,986 |
| 5) Number of Shares exercised during the FY 2025 | 14,97,685 |
| 6) Number of shares arising as a result of exercise of options | NIL |
| 7) Money realized by exercise of Shares (?), if scheme is implemented directly by Company | NIL |
| 8) Loan repaid by the Trust during the year from exercise price Received | 5,24,18,975 |
| 9) Number of Shares outstanding at the end of the year | 3,98,744 |
| 10) Number of Shares exercisable at the end of the year | 3,98,744 |
* Granted on 31.03.2020 with 5 years vesting period, 1/5th every year at 35.00 each, however Board on 18.05.2024 altered the vesting period to vest remaining 1/5th Equity shares on the 25.05.2024 instead of 31.03.2025.
iii] Details related to the Trust
a) General information on all schemes
| Particulars | Details |
| Name of the Trust | JISL Employees ESOPs Trust |
| Details of the Trustee(s) | 1) IDBI Trusteeship Services Limited |
| 2) Mr. Aaron Solomon, Solicitor | |
| 3) Ms. Snehal Walvalkar, FCA* | |
| 4) Mr. Jayant M Thakur, CA** | |
| 5) Mr. Sanjay T Tupe*** | |
| Amount of loan disbursed by Company / any Company in the group, during the year | NIL |
| Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year | 1,39,56,040 |
| Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee | NIL |
| Any other contribution made to the Trust during the year | NIL |
* Resigned on 10.02.2025
** Deceased on 24.07.2024
** *Appointed w.e.f. 10.02.2025
b) Movement of Shares during the year under review
| Sr. Particulars | Details |
| 1) Number of Shares | 18,96,429 |
| 2) Held at the beginning of the year | 18,96,429 |
| 3) Acquired during the year | NIL |
| 4) Sold during the year | NIL |
| 5) Transferred to the employees during the year | 14,97,685 vested and exercised |
| 6) Held at the end of the year | 3,98,744 |
c) In case of secondary acquisition of shares by the Trust
The Trust had purchased 18,96,429 (Eighteen lakhs ninety six thousand four hundred & twenty nine) Ordinary Equity Shares of the Company from the Secondary market in Financial Year 2019-20. They were granted on 31.03.2020 with 1 /5th vesting each year, however on recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 1 /5th of 18,96,429 equity shares on the 25th May 2024 instead of 31st March, 2025. During the Financial Year 24-25, total 14,97,685 equity shares out of 18,96,429 equity shares were transferred to employees on completion of vesting period and on receipt of exercise price of 35/share.
2) Sustainability & Corporate Social Responsibility brief
ESG and Sustainability Disclosures
Jain Irrigation Systems Ltd. reports its Environmental, Social, and Governance (ESG) performance through mandatory and voluntary platforms, including the Business Responsibility and Sustainability Report (BRSR). Our ESG disclosures align with the International Finance Corporations (IFC) Performance Standards I to IV. We have set an annual target to reduce specific energy consumption by 5% at the department level on our manufacturing shop floors, as part of our ISO 50001:2018-certified Energy Management System (EnMS). Additionally, we are actively mapping our internal energy management targets to the Science Based Targets initiative (SBTi) methodology to set longterm climate goals.
To track sustainability performance, we use a system based on economic, environmental, and social indicators tied to key material topics identified through detailed stakeholder consultations, following international standards like the Global Reporting Initiative (GRI) and Carbon Disclosure Project (CDP). We conduct sustainability data assurance every two years, with independent third-party verification based on ISAE 3000 and AA1000AS standards. Assurance certificates are available to stakeholders upon request. In addition to the BRSR, we plan to resume publishing a comprehensive Sustainability Report following GRI Standards for FY 25 to further strengthen our sustainability and ESG disclosures. For more details, visit https://www.jains. com/Company/sustainable_at_jains.htm.
Climate Change Management System - Carbon Emission Reduction Projects
The Company is deeply committed to mitigating the environmental impacts of climate change and has
taken several pioneering steps in this direction. Over a decade ago, the Company became the first in its sector to conduct a comprehensive Greenhouse Gas (GHG) inventory in accordance with ISO 14064-1:2018, verified by an independent third party.
Currently, the Company accounts for and reports complete Scope 1 and Scope 2 emissions, along with mitigation actions such as renewable energy deployment and carbon sequestration through afforestation. From FY25 onwards, the Companys GHG inventory will include an expanded and more detailed accounting of Scope 3 emissions.
For the third consecutive year, the Company will voluntarily disclose its climate action performance through the Carbon Disclosure Project (CDP). We have implemented and registered renewable energy and energy efficiency projects to generate green energy and reduce carbon emissions. Several of these projects are registered under the United Nations Framework Convention on Climate Change (UNFCCC) Clean Development Mechanism (CDM), with the potential to generate over 25,000 carbon credits annually. Our solar and biogas-based power generation projects are also registered under the Renewable Energy Certificate (REC) Scheme. As part of its forward-looking strategy, the Company is now in the process of commissioning a biomass residue-based carbon emission reduction project—the one of its kind. This project will process over 13,000 metric tons of agricultural residues annually into carbon-rich media, which can be incorporated into soil through various regenerative agriculture applications.
Corporate Social Responsibility
The Company operates with a well-defined and comprehensive Corporate Social Responsibility (CSR) policy, outlining specific programs and initiatives aimed at inclusive and sustainable development. This policy is reviewed annually under the supervision of the CSR Committee.
CSR activities are implemented both directly by the Company and through two associated entities - registered Section-8 Companies:
• Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF), Jalgaon
• Gandhi Research Foundation (GRF), Jalgaon
In addition to projects undertaken via these trusts, the Company continues to implement CSR initiatives independently to maximize reach and impact. The CSR policy of Jain Irrigation Systems Ltd. is publicly accessible at: https://www.primeinfobase.in/z_JISLJALEQS/files/ JISL_Corporate_Social_Responsibility_Policy.pdf
The detailed CSR Report is attached as Annexure III to the Board Report.
3) Key Managerial Personnel, Directors retiring and their background
a) Key Managerial Personnel
| Sr. Name of KMPs | Designation |
| 1) Shri. Ashok B. Jain | Whole Time Director |
| 2) Shri. Anil B. Jain | Vice Chairman & Managing Director |
| 3) Shri. Ajit B. Jain | Joint Managing Director |
| 4) Shri. Atul B. Jain | Joint Managing Director |
| 5) Shri. Bipeen Valame | Chief Financial Officer |
| 6) Shri. Avdhut Vasant Ghodgaonkar | Company Secretary & Chief Compliance Officer |
b) Retirement by Rotation and Reappointment of Independent Director
Mr. Atul B. Jain (DIN: 00053407)
In accordance with the provisions of the Companies Act, 2013, Mr. Atul B Jain, retire by rotation at the 38th Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration ("NRC") Committee, has recommended his re-appointment.
Mr. Atul B. Jain retires by rotation as per the Companies Act, 2013, and being eligible offers himself for reappointment, at the 38th Annual General Meeting. For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.
Dr. Narendra Jadhav (DIN: 02435444)
In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, Dr. Narendra Jadhav, Independent Director has completed his first five years term as an Independent Director.
Being eligible, the Board on 28th June, 2025 based on the recommendation of the Nomination and Remuneration Committee proposed his reappointment as an Independent Director of the Company, not liable to retire by rotation, for a second term effective from the conclusion of 38th Annual General Meeting till conclusion of 43rd Annual General Meeting to be held in year 2030.
For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.
c) Completion of Tenure
i) Mr. Ghanshyam Dass (DIN: 01807011)
In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Ghanshyam Dass, an Independent Director, has completed his 2nd five years term as an Independent Director and consequently ceased to be an Independent Director of the Company w.e.f. August 16, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr.
Ghanshyam Dass for serving with distinction as an Independent Director, he brought a judicious blend of independent insight, strategic clarity, and unwavering integrity to the Board. His ability to navigate complex regulatory landscapes and contribute constructively to high-level deliberations proved invaluable. With a keen eye for governance and risk management, he consistently advocated for transparency, ethical accountability, and longterm value creation, making a lasting impact on the Boards effectiveness and culture.
ii) Ms. Radhika Dudhat (DIN: 00016712)
In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Ms. Radhika Dudhat, Independent Director, has completed her 2nd five years term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. August 16, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Ms. Radhika Dudhat for her unwavering commitment, profound legal acumen, and principled leadership have been instrumental in guiding the Boards strategic direction. During her tenure as an Independent Director, she consistently championed ethical governance, contributed incisive legal perspectives, and upheld the highest standards of fiduciary responsibility. Her guidance has left a lasting legacy of integrity, diligence, and excellence in boardroom deliberations.
iii) Mr. Harish Chandra Prasad Singh (DIN: 06387125)
In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Harish Chandra Prasad Singh, Independent Director, has completed his 2nd five years term as an Independent Director and consequently ceased to be an Independent Director of the Company w.e.f. August 16, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. Harish Chandra Prasad Singh for his tenure as an Independent Director was characterized by exceptional integrity, strategic foresight, and a deep commitment to principled governance. He brought with him a wealth of analytical rigor, and balanced judgment that significantly enriched the Boards decisionmaking processes. His steadfast dedication to transparency, accountability, and ethical leadership made him a valued voice in promoting stakeholder trust and long-term organizational resilience.
d) Disclosures on Independence etc.
The Company has received declarations from all the Independent Directors of the Company confirming that:
a) they meet the criteria of Independence prescribed under the Act and the Listing Regulations; and
b) they have registered their names in the Independent Directors Databank of IICA.
The Company has devised, inter alia, the following policies viz.:
1] Policy stating Terms and Conditions for Appointment of Independent Directors.
2] Appointment & Remuneration Policy for Directors,
4) Directors Responsibility Statement
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
i) In the preparation of annual accounts for FY25, the applicable Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures except, to the extent indicated in notes;
ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments, and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025, and, of the profit of the standalone Company for the year ended 31st March, 2025;
iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors had prepared the annual accounts for the FY ending 31st March, 2025 on a Going Concern Basis and;
v) The Directors had laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
5) Risk Management
The Company has a structured Risk Management Committee which comprises of: Mr. Bastian Mohrmann as Chairman, Mr. Shishir Dalal, Mr. Ajit Jain and Mr. Atul Jain as members. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:
a) overseeing and approving the Companys enterprise wide risk management framework; and
b) ensuring that all material Strategic and Commercial including Cyber security, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and adequate risk mitigation is in place, to address these risks. Further details on the Risk Management activities including the implementation of risk management policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of the Annual Report.
c) Framework, designed to identify, assess and mitigate risks appropriately.
For more details please refer to Management Discussion and Analysis (MD&A) & Business Responsibility and Sustainability Report (BRSR).
6) Internal Financial Controls ("IFC")
The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (IFC) lies in the Code of Conduct of the Company, policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews, management system certifications and the risk management and mitigation framework.
The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws and regulations, safeguarding the assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies formulated by Board or its sub committees. The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on IFC over Financial Reporting has been reviewed by the internal team and the statutory auditors. The Company uses various IT platforms to keep the IFC framework robust. The systems, standard operating procedures and controls are implemented by the management team and are reviewed by the internal audit team whose findings and recommendations are placed before the Audit Committee.
a) Policies and processes adopted for orderly & efficient conduct of business
The Company has formalized and adopted various policies at Board level to ensure ethical, orderly, timely, flexible and efficient conduct and control of business in all its divisions, namely High tech agri inputs and plastic division, besides processing of foods and vegetables through its subsidiary JFFFL in all products and others.
b) Safeguarding of assets
The Company has evolved efficient, effective mechanism for the safeguarding of its assets whether tangible or intangible, assets and property with self-control or third parties, funds or securities and negotiable instruments, employee associates. Besides providing for safety, housekeeping and security of the assets, the assets are adequately insured against perils/happenings etc.
c) Prevention and detection of fraud and errors
The Company has an internal audit department and an external Internal Audit team which cover each manufacturing location of the Company and conducts comprehensive audit of every single financial transaction, as well as reconciliation to accomplish control and to ensure prevention of fraud, which reviews depots/ other processes like purchase, statutory compliance, collection, foreign exchange, taxation, costing, compliance, accounting etc. The Companys management information and accounting system also integrates internal control mechanism.
d) Accuracy and completeness of accounting records
The Company has in place fully integrated ERP system, based on SAP software, and its subsidiarys records also get integrated while consolidating the same as per requirements of Law and regulations for the time being in force. Company is operating SAP ERP system on a third party hired cloud server, being cloud server services, the BCP is taken care of by the service provider. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conducive platform for effective control and decision making. The accounting system has the provision for Audit trail and check mechanism for use by various auditors.
e) Timely preparation of reliable financial information
The Company has a robust and efficient mechanism for timely preparation of reliable financial information, within given timelines and has a track record of submitting information without any delay to relevant authorities.
f) Monitoring and Reporting
The Company has put in place a mechanism to monitor and report exceptions on compliance requirements on enterprise wide level. Company has already implemented IT platform to capture nonconformity and reporting to Chief Compliance Officer & Company Secretary, who is mainly responsible for the monitoring control and reporting function. In case of non-compliance despite warnings thrown up in the system, a gradual system of remedial action, warning, punishment is laid down depending on gravity and level of non-compliance and deterrent is in place for non- compliance.
For details please refer Management Discussion and Analysis (MDA)
7) Board Evaluation Process
In terms of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has constituted Nomination & Remuneration Committee (NRC) with three Independent Directors and an Independent Director being Chairperson of the Committee.
Board has evolved Companys policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in https:// www.primeinfobase.in/z_JISLJALEQS/files/JISL_ APPOINTMENT_AND_REMUNERATION_POLICY.pdf
a) Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and sub Regulation (3) and (4) of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate meeting of Independent Directors was held on 29th January, 2025 at Jalgaon to review the performance of Chairman and Executive Directors, based on certain desired attributes: Directors Vision, Business & Industry Knowledge & Expertise, Directors Business Commitment & Organizational Leadership, Directors Engagement at the Board deliberations, Integrity & Honesty, etc.
The Nomination and Remuneration Committee has evolved the policy for performance evaluation of Chairman, Executive Directors, Committee and the Board as whole and updated the formats as per requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The evaluation of the Board as a whole was conducted in the Board Meeting held on 14.05.2025 and subsequently completed as per the provisions of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.
b) Criteria for evaluation of Board and its Committees
1) For Board:
a) Composition and Quality
• Board members have the appropriate talent, expertise, qualifications, and skills to effectively contribute to meet the best interests of the Company.
• The Board members spend sufficient time in understanding the vision, mission of the Company and strategic and business plans, financial reporting risks and related internal controls and provides critical oversight on the same.
• The Board has appropriate combination of industry knowledge and diversity viz gender, experience, background.
• The Board has the proper number of committees as required by legislation and guidelines, with well-defined reporting requirements.
• The Board understands the legal requirements and obligations under which they act; i.e. byelaws, corporate governance requirements, etc. and discharge functions accordingly.
b) Board Meetings and Procedures
• The Meetings of the Board are held on regular basis and the frequency of such meetings are enough for the Board to undertake its duties properly.
• The Board meeting agenda and related background papers are concise and provide information of appropriate quality and detail on timely basis.
• The Board meetings encourage a high quality of discussions and decision making.
• The Board effectively works collectively as a team in the best interest of the Company.
• All proceedings and resolutions of the Board are recorded accurately, adequately and on a timely basis.
• The minutes of Board meetings are clear, accurate, consistent, complete and disseminate timely.
• The facility for video conferencing for conducting meetings is robust.
c) Strategy
• Board devotes time for development of suitable strategies and business plans to effectively manage current and potential strategic issues.
• Effectively engages with management in the strategic planning process, including corporate goals, objectives and overall operating and financial plans to achieve them.
d) Governance & Compliance
• The Board evaluates and analyses the compliance certificate from the auditors / practicing Company secretaries regarding compliance of conditions of corporate governance and other applicable laws.
• The Board exhibits willingness to spend time and effort to learn about the Company and its business.
e) Risk Management
• The processes are in place for ensuring that the Board, through the Audit Committee Meeting, is kept fully informed of all material matters between meetings (including appropriate external information, e.g., emerging risks and material regulatory changes).
• There are adequate contingency plans for addressing and dealing with crisis situations, including pandemics, server breakdowns, etc. The Board has sufficient understanding of the risks attached to the business structure, and the Board uses an appropriate risk Management framework. The Board has reviewed andunderstood the risks provided in the internal audit report, and management has taken sufficient steps to mitigate the risks
f) Board and Management Relations
• The Board has a range of appropriate performance indicators that are used to monitor the performance of management.
• Adequate level of independence of the management from the Board.
• Management and the Board are easily accessible to each other.
• The Board is well informed on all issues (short and long-term) being faced by the Company.
• An effective succession plan of board in place.
g) Relations with Stakeholders
• The Board regularly checks organizations vigil mechanism or whistle blower policy & makes sure that the mechanism is working effectively during the year.
• The amount of time spent on discussions on strategic and general issues is sufficient.
• The Board monitors and manages to avoid potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets and abuse in related party transactions
h) Professional Development
• Adequate induction and professional development programs are made available to new and old directors.
• Appropriate development opportunities are encouraged and communicated well in time.
2) For Committees:
a) Composition, Effectiveness, Functions and duties
• The Mandate, composition and working Procedures of the committee are clearly defined and discussed.
• Committee takes effective and proactive measures to perform its functions.
• The composition of the committee is in compliance with the legal requirements.
b) Structure of the Committee and Meetings
• The Committee is properly structured and regular meetings are held.
• Committee meetings are organized properly and appropriate procedures are followed in this regard.
c) Management Relations
Committee meetings are conducted in a manner that encourages open communication and meaningful participation of its members.
d) Contribution to Decisions of the Board
Committee makes periodic reporting to the Board along with its suggestions and recommendations.
3) For Individual Director:
a) Effectiveness, Functions and duties
• The Director has sufficient understanding and knowledge of the entity and the sector in which it operates.
• The Director understands and fulfills the functions as assigned to him by the Board and the law.
• The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meeting regularly and timely, without delay.
• Participates in board and committee meetings actively and consistently and is able to function as an effective team-member.
• Understands, and can evaluate, the risk environment of the organization and proactively contributes in development of strategy for the risks.
• Shares domain knowledge and experience to bear on the critical areas of performance of the organization and keeps self-updated in knowledge in area of expertise.
• The Director has constructive and analytical
decision making abilities and core
competencies for effective functioning of the Board.
• Demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.)
• Where applicable, as Chairperson of respective committees, he/she is impartial in conducting discussions, seeking views and dealing with dissent, etc. Seeks appropriate clarification, or amplification of information as and when necessary.
• Conducts himself/herself in a manner that is ethical and consistent with the applicable laws.
• Proactively contributes to development of strategy and towards risk management of the Company.
• The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meeting regularly and timely, without delay.
• Participates in board and committee meetings actively and consistently and is able to function as an effective team-member.
4) For Chairman:
a) Effectiveness, Functions and duties
• Whether the Chairman leads the Board effectively. •
• Whether the Chairman ensure participation of all members in the Board deliberations.
• Whether Chairman guides the Board / Management on key issues to be brought up to the Board for deliberations.
• Whether the Chairman enhances the Companys image in dealing with major stakeholders.
Conclusion
The effectiveness of the Board was evaluated by the Independent Directors using a structured rating scale with four performance levels: "Very Good" denoting highly effective performance that exceeds expectations (5 marks), "Good" indicating effective performance that meets expectations (4 marks), "Satisfactory" reflecting adequate performance that may require minor improvement (3 marks), and "Needs Improvement" representing performance below expectations that requires attention (2 marks).
In conclusion, the total marks obtained across all Independent Directors was 678, corresponding to an overall average effectiveness score of 87.4% for Board of Directors.
8) Familiarisation programme for New Independent Directors (IDs)
The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including Finance, Sales, Marketing of the Companys major business segments, practices relating to Human Resources, overview of business operations of major subsidiaries, global business environment, business strategy and risks involved, quarterly updates on relevant statutory, regulatory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Visit at headquarters is generally organized for the Independent Directors on first appointment as Independent Director to enable them to understand and get acquainted with the operations of the Company. Details of such familiarisation programmes for the Independent Directors are available on the website of the Company.
9) Vigil Mechanism
The Company has adopted a Whistle Blower Policy & Vigil Mechanism to provide a mechanism to all employees, suppliers and vendors to report their concern about suspected fraud or violation of Companys ethics policy, code of conduct. The policy provides direct access for all to Chairman of Audit Committee and it is affirmed that no person of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website and web-link there to is https://www.primeinfobase.in/z_JISLJALEQS/files/ WHISTLE_BLOWER_POLICY.pdf
10) Fraud Reporting
Directors have confirmed that there is no detection of fraud. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit and Risk Management Committee during the year under review.
11) Fixed Deposits
The Company has not accepted, nor renewed any deposits from public, under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the same. The Company had no unclaimed / overdue deposits as on 31st March, 2025.
12) Auditors
a) Statutory Auditors
Singhi & Co., Kolkata Chartered Accountants were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on 30th December, 2020. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The first term of 5 (five) years of Statutory Auditors shall complete on conclusion of 38th Annual General Meeting of the Company, being eligible for reappointment, subject to shareholders approval, the Board of Directors on recommendation of Audit committee in its meeting held on 28th June, 2025 have approved the reappointment of M/s Singhi & Co., Kolkata Chartered Accountants as Statutory Auditors for 2nd term of 5 (five) consecutive years commencing from conclusion of 38th Annual General Meeting of the Company till conclusion of 43rd Annual General Meeting of the Company to be held in 2030.
b) Cost Auditors
In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.
Pursuant to the provision of the Section 148 of the Companies Act, 2013, the Board has appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai as the Cost Auditors for FY 2025. The Shareholders may approve the remuneration to be paid to them for FY 2025-26.
c) Secretarial Auditor
The Board in its meeting held on 28th June, 2025 has re-appointed M/s V. Laxman and Co. firm of Company Secretary in practice to conduct Secretarial Audit of the Company, for the first term of 5 (five) consecutive years commencing from the conclusion of 38th Annual General Meeting of the Company till conclusion of 43rd Annual General Meeting of the
Company to be held in 2030, subject to shareholders approval at ensuing Annual General Meeting. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith and marked as Annexure IX to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
d) PCS Certificate on Corporate Governance Report
Amrita Nautiyal & Associates, Mumbai certified Corporate Governance report under SEBI (LODR) Regulations, 2015. The PCS Certificate is annexed herewith with Annexure IV (Corporate Governance Report).
13) Meetings of the Board & its Committees
a) Board Meeting
Seven Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report. For more details please refer to CG Report Annexure IV.
b) Audit Committee
The Audit Committee comprises of: Shri Shishir Dalal (Chairman), Shri. Narendra Jadhav, Shri Bastiaan Mohrmann, Ms. Nancy Barry and Shri Anil Jain. During the year, all the recommendations made by the Audit Committee were accepted by the Board. Five Meetings of the Audit Committee were held during the year. For details on scope etc. please refer to CG Report at Annexure IV.
c) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises of: Dr. Narendra Jadhav (Chairman), Shri Ashok B. Jain and Shri Atul B. Jain. Two Meetings of the Corporate Social Responsibility Committee were held during the year. A report on CSR initiatives by the Company and mandated expenses in annexed at Annexure III.
d) Nomination and Remuneration Committee
Nomination and Remuneration Committee comprises of: Dr. Narendra Jadhav (Chairman), Mr. Shishir Dalal, Ms. Nancy Barry has reviewed the managerial remuneration for the year FY25. Three Meetings of the Nomination and Remuneration Committee were held during the year. For details refer Corporate Governance Report annexed Annexure IV.
e) Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of: Shri Narendra Jadhav (Chairman), Shri Shishir Dalal and Shri Ajit B. Jain has appreciated management for its low blemish/complaints record during the year. Four Meetings of the Stakeholders Relationship Committee were held during the year. For details see Corporate Governance Report annexed Annexure IV.
f) Risk Management Committee
The Risk Management Committee comprises of: Mr. Bastiaan Mohrmann (Chairman), Shri Shishir Dalal, Shri. Ajit B. Jain and Shri. Atul B Jain. The committee met on 17.05.2024 & 29.01.2025 and reviewed the risk framework and mitigation measures. For details see Corporate Governance Report annexed Annexure IV.
g) Management Review Committee
The Management Review Committee comprises of: Shri. Anil B. Jain, Shri. Ajit B. Jain, Shri. Atul B. Jain, Shri Avdhut V. Ghodgaonkar and Shri Bipeen Valame has reviewed the operations for FY 2025. Twelve Meetings of the Management Review Committee were held during the year. For details see Corporate Governance Report annexed Annexure IV.
h) Sub Committee (Allotment)
The Sub Committee (Allotment) comprises of: Shri. Anil B. Jain (Chairman), Dr. Narendra Jadhav and Mr. Shishir Dalal. No sub-committee meeting was held during the FY 2025.
i) ESOP Allotment Sub-committee
The ESOP Allotment Sub- Committee comprises of: Shri. Anil B. Jain (Chairman), Dr. Narendra Jadhav and Mr. Shishir Dalal. The committee met on 2nd December, 2024, 21st February, 2025, 24th February, 2025, 11th March, 2025 and 31st March, 2025 during FY 2025. For details see Corporate Governance Report annexed Annexure IV
14) a) Particulars of Employees
As per provisions of Section 134 of the Companies Act, 2013 only six of the persons in employment of the Company have drawn remuneration in excess of 8,50,000/- per month, during the year under review or part thereof as per details in the Annexure I to this report.
b) Particulars of Top 10 Employees and related disclosures
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees (other than Key Managerial Personnels) in terms of gross remuneration drawn and names and other areas handled by employees are given below:
| Sr. Full Name | Designation | Area of Responsibility | CTC-FY 2024-25 (in | CTC -FY 2023-24 (in |
| 1) Jain Abhay Kantilal | President (Maharashtra) | Sales Domestic | 89,30,796 | 81,77,652 |
| 2) Kataria Anilkumar | President | Sales Domestic (South) | 87,00,372 | 79,49,520 |
| 3) Patil Kalyansing Baburao | Exe. Senior Vice President | Sales Tissue Culture | 71,02,836 | 65,08,140 |
| 4) Desarda Dongarmal Inderchand | President | Indirect Tax | 67,54,140 | 59,06,856 |
| 5) Samdani Vijay Loknath | Senior Vice President | IT - Project | 67,47,000 | 62,99,052 |
| 6) Patil Anil Bajirao | Exe. Senior Vice President | Tissue Culture | 63,02,808 | 54,57,948 |
| 7) Bhirud Ashish Pandurang | Vice President | Civil | 61,10,136 | 54,73,140 |
| 8) Joshi Abhijeet Bhaskar | Exe. Senior Vice President | Product Development | 60,92,988 | 54,52,332 |
| 9) Mangal Satish Chand | Senior Vice President | SQC | 60,83,496 | 53,03,220 |
| 10) Naik Pradeep Sudhakar | Senior Vice President | Human Resource Development | 58,08,036 | 52,72,560 |
F] Policies and Other Relevant Disclosures
a) Policies
Following are links to website for various policies available and adopted at appropriate forum of Company:
| Sr. Policy | Web Link |
| 1) Code of Conduct for Board Members & Senior Management etc. | https://www.primeinfobase.in/z_JISLJALEQS/files/CodeofConductJISL.pdf |
| 2) Code for Prevention of Insider Trading | https://www.primeinfobase.in/z JISLJALEQS/files/CodeofConduct-InsiderTrading. pdf |
| 3) CSR Policy | https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Corporate_Social_ Responsibility_Policy.pdf |
| 4) Whistle Blower Policy | https://www.primeinfobase.in/z_JISLJALEQS/files/WHISTLE_BLOWER_POLICY.pdf |
| Sr. Policy | Web Link |
| 5) Policy for determining ‘Material Subsidiaries | https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Policy_on_Determining_ Material_Subsidiary.pdf |
| 6) Risk Management Policy and Mitigation | https://www.primeinfobase.in/z JISLJALEQS/files/JISL Risk Management Policy. pdf |
| 7) Performance Evaluation Policy | https://www.primeinfobase.in/z JISLJALEQS/files/JISL PERFORMANCE EVALUATION_POLICY.pdf |
| 8) Policy on Materiality and Dealing with Related Party Transactions | https://www.primeinfobase.in/z_JISLJALEQS/files/Policy_on_Materiality_and_ Dealing_with_Related_Party_Transactions.pdf |
| 9) Disclosure of Information Policy | https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_DISCLOSURE_POLICY.pdf |
| 10) Appointment & Remuneration Policy | https://www.primeinfobase.in/z JISLJALEQS/files/JISL APPOINTMENT AND REMUNERATION_POLICY.pdf |
| 11) Dividend Distribution Policy | https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Dividend_Policy.pdf |
| 12) Policy for Prevention of Sexual Harassment at Workplace | https://www.primeinfobase.in/z_JISLJALEQS/files/Policy_for_Prevention_of_ Sexual_Harassment_at_workplace.pdf |
| 13) Quality, Environment,Occupational Health & Safety Policy | https://www.primeinfobase.in/z JISLJALEQS/files/JISL Health Safety Policy_2018-12.pdf |
| 14) Policy on Preservation of Documents | https://www.primeinfobase.in/z_JISLJALEQS/files/Policy_on_preservation_of_ Documents.pdf |
| 15) Centralized Purchase Policy | https://www.primeinfobase.in/z_JISLJALEQS/files/Jain_Centralised_Purchase_ Policy.pdf |
| 16) Anti-Bribery and Anti-Corruption Policy | https://www.primeinfobase.in/z_JISLJALEQS/files/Anti_Bribery_and_Anti_ Corruption_Policy.pdf |
b) Other Policies
Following are links to website for various policies available and adopted at appropriate forum of Company:
| Sr. Policy | Web Link |
| 1) Familiarization Programme for Independent Directors | https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Familiarization_ ProgrammesIndependent_Directors.pdf |
| 2) Media Agreements | https://www.primeinfobase.in/z_JISLJALEQS/files/MEDIA_AGREEMENT.pdf |
| 3) Investors Handbook and Hierarchy Escalation for Redressal of Investor Complaints | https://www.primeinfobase.in/z_JISLJALEQS/files/Investors_handbook_and_ hierarchy_of_escalation.pdf |
| 4) Terms and Conditions of Appointment of Independent Directors | https://www.primeinfobase.in/z_JISLJALEQS/files/Terms_Conditions_of_ Appointment_of_Independent_Directors.pdf |
| 5) Internal Audit Charter | https://www.primeinfobase.in/z_JISLJALEQS/files/Internal_Audit_Charter.pdf |
| 6) Succession Planning | https://www.primeinfobase.in/z JISLJALEQS/files/Succession Planning Policy. pdf |
| 7) List of Senior Executives | https://www.primeinfobase.in/z_JISLJALEQS/files/List_of_Senior_Executives.pdf |
G] Disclosures about Environment Health and Safety Performance, Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.
1) Environment Health and Safety Performance
• At Alwar plant a well equipped new ambulance was provided.
• At the Hyderabad plant Installed digital water flow meters for our groundwater extraction structures.
• At the Hyderabad plant a well equipped new ambulance was provided.
• In the Engineering development department 230 V Bulb Replaced With 24 Vdc bulb with similar lux resulted in elimination of electric hazard.
• In PVC and MIS Pipe plants to prevent soil pollution by chemicals, trays are provided.
• In MIS pipe plant exhaust arrangement is provided for improving workplace air quality.
• In the HDPE Pipe plant mixing operation modified for elimination of spillage and loss of raw material.
• Cutters are fixed with safety guards.
• In PVC Sheet plants on machines hydraulic systems were replaced by mechanical systems which resulted in elimination of use of Hydraulic oil i.e. conservation of resources.
• In the sprinkler pipe plant a new platform is provided which eliminates the hazard of working at height.
• New M/C Installed which reduces the manual material handling.
• Retro fitted Injection moulding machines with new PLC controllers.
• The new safety logic incorporated in retrofitting of Injection moulding machines.
• Drinking water arrangement modified with better access.
• Air compressor pipeline modification done to optimise utilization of air compressor.
• New in house made HDPE pipe water tank installed for longer life and rust free use of water tank.
2) Energy Performance
• In engineering development on machines, higher watt bulbs are replaced with lower watt bulbs resulting in energy saving.
• Fluorescent Tube lights are replaced with LED lights for uniform illumination and conservation of energy.
• In MIS pipe plant energy efficient lighting is provided.
• In Sprinkler Pipe Plant Energy efficient compressor is provided.
• In casing Pipe Plant, Fluorescent tube lights are replaced with LED lights. Resulting in energy saving and improved illumination level.
• In the dripline plant, Mica heaters are replaced by ceramic heaters along with a heat insulation jacket.
• Reduced energy consumption of air compressors by provision of VFD.
• In PVC Sheet plants on machines hydraulic systems were replaced by mechanical systems which resulted in reduction of energy consumption.
• In injection moulding plants, conventional Mercury vapour lights & tube lights are replaced with energy saving LED lamps. This also resulted in improved level illumination.
• In the tool room a new Controller retrofitted on the machine, to reduce the energy consumption.
3) Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.
A) Agri Park & Tissue Culture
i) Energy and Water Conservation
We have introduced an "Evaporative Cooling Growth Room" (ECGR) Technology that uses "Evaporative Cooling Systems" to control the temperature of growth rooms. This technology replaces traditional air-conditioning systems, saving a minimum of 60% of the electric power typically required for cooling. These ECGRs will be used for incubating *in vitro* rooting stage plants.
To reduce carbon foot print JISL installed more than 600 kilowat solar power on the R&D Farm at Jain Hill.
ii) Technology Absorption
We have signed a technology transfer agreement with ICAR-Central Institute for Subtropical Horticulture (ICAR-CISH) to adopt "Bio-immunization Technology". This technology is expected to develop tolerance against Panama Disease, also known as Fusarium Wilt Tropical Race-4, in banana plants. The first batch of these plants will be available for sale in 2025-26.
A unique variety of mango rootstock "Sagarika" polyembryonic and salt tolrant, was also licensed from ICAR-CISH for further expansion and commercial utilzation. It will expand adoptability of mango cultivation in marginal and salt affected soil
iii) Research and Development
Our Research & Development team has successfully developed tissue culture technology for producing disease-free planting material for Black Pepper and Papaya. Notably, our Tissue Culture Black Pepper plants are the first to be developed on a commercial basis by any registered tissue culture production facility under the National Certification System for Tissue Culture Raised Plants (NCS-TCP), Department of Biotechnology (DBT), Govt. of India. Plant production has commenced, and the first batch will be available for field planting in 2025-26.
Ten year extensive work on mango developement resulted in to identification of three mango hybrids which is being further evaluated for commercial trials. In coming five years they will be evaluated in multilocation trial for commercial release.
B) Energy Park
i) Energy Conservation Solar Motor & Pumps :
Changed Material of Inner sleeve used in CAN type motor from SS304 to Fiberglass which eliminated the Laser welding activity, Grooving activity & PU forming activity of stator resulted in Energy saving of about 0.75 kWh per Motor.
C) Technology Absorption/upgradation
i) Solar motor & pumps:
Started use of spiral type Drills instead of regular Carbide Drill in CNC machining which reduced consumption of Drills and machining cost per piece.
Research and Development
Solar Photovoltaic Module
Design, installation & commissioning of Vertical Solar Agrovoltaic Power Generation System of 70 kWp capacity at Jain Hills.
ii) Solar motor & pumps:
1) Design and development of 4 Submersible PMSM/ BLDC (Permanent Magnet Synchronous motor) for solar pumping applications. Motor capacities - 7.5hp &10hp. Prototype tested successfully. Prototypes put on field trails.
2) Design and development of 6 Submersible PMSM/BLDC (Permanent Magnet Synchronous motor) for solar pumping applications. Motor capacities - 10hp. Prototype tested successfully.
3) Advancement of 0.5hp Sunlight solar pump - Cost reduction - development of Plastic Insert. Prototype under field trails.
4) Development of Helical Stator & Rotor pumps parts for 0.5hp solar Sunlight pump. Testing completed. Released for production.
5) Advancement of 0.5hp Sunlight solar pump - Cost reduction - printed key board controller for SLP 2hp. Prototype under field trails.
iii) Solar Photovoltaic Appliances
1) Design & Development of New 3HP and 5HP Solar Pump Classic Controller, commercially released for production.
2) Design & Development of 30W AC-DC LED driver for horticulture LED Tube Lights
3) Design & Development of Economical new version of 18W Tissue culture LED Tube Light, commercially released for production.
iv) Solar Engineering Services & Development:
Mobile trolley manual vehicle for 0.5HP Sunlight
pump commercially released for production.
D) Plastic Park
i) Research and Development
Irricare Wi Fi
Irricare wifi is a smart controller with advanced irrigation and fertilizing functions that fits the needs of todays modern agriculture. The Irricare wifi excels in advanced hardware technology. It is a reliable controller that adjusts easily to different applications. Irricare wifi is equipped with a user friendly interface and can be easily programmed and operated offline through the controller or a mobile app.
The Mobile App has smooth and agile software support. It has an Aesthetic and animated Dashboard which updates you with current irrigation status. History of last two days and irrigation planning for next two days. You can plan your irrigation schedule through eight different irrigation sequences. It can operate separate schedules for 2 irrigation heads or pumps. It is a time based irrigation system which can support irrigation, time based fertigation (Nutricare ECO/ Dosing pump etc.), built in filter backflush.
There are two separate sequences for cyclic operations which can be used for cyclic operations of the fogging system in green house. Cyclic operation can be managed as Cyclic sequence wherein the entire sequence will be repeated cyclically or Cyclic valves wherein individual valves can be operated cyclically.
It has a unique feature of Day Start and Day End time setting. Understanding the complex electrical schedules in agriculture and erratic availability of power supply, the user can set his day start and end as per his requirements. It overcomes the issue of frequent power failure and allows continuation of irrigation even if day changes at 00:00 hrs at midnight.
Irricare WiFi is fully loaded with advanced features and designed with consideration of Indian agriculture conditions.
Irricare WiFi is designed and developed by Jain Irrigation. It passes through stringent quality control as per ISO 21622 and company standard protocols and assured 24x7 support by our team.
Jain Spirit PRO
Jain Spirit PRO Controller is a state- of-the-art irrigation controller designed to streamline and optimize your irrigation system. Whether youre managing
a small or a large agricultural operation, this controller offers advanced features to efficiently manage
watering schedules and ensure the health of your plants.
FEATURES
• MOBILE App Based Operation.
• Time Based Irrigation Mode
• Adjustable Time Entry for Irrigation & Fertigation Valve. User can flexibly change start times and duration of each valves
• Valve Setup for Selection of Irrigation/Fertigation/Co- Valve/Backwash operation.
• Twenty five adjustable Sequence with five start times for each sequence for Time Based Irrigation Mode.
• Programmable with Two irrigation head
• Selection of Sequence for Weekdays for Time Based Irrigation Mode.
• Cyclic Filter Backwash Option
• Main Pump / Fert Pump / Blower Control
• Automatic resume of Irrigation Cycle upon Electricity Power Failure.
• Can be connected wirelessly to Irrismart RTU
PVC - Alloy Pipes
Polyvinyl chloride is formulated by adding various additives according to the end use and application of the product that is produced. Depending on the chemical additive that is incorporated, Polyvinyl chloride can be either flexible at room temperature or rigid. For pressurised piping application one has to formulate the Polyvinyl chloride into a rigid PVC pipe so that it can be in a position to sustain the pressure with which the fluid or water is passing through it. The glass transition temperature of the Rigid PVC pipe is above the room temperature making it brittle at room temperature. It is susceptible to breakage when there is sudden impact beyond certain limits. This is attributed to the brittleness of the PVC pipes. To overcome this aspect, a new recipe has been formulated and developed to make the PVC pipes ductile at room temperature and can be used for pressurised piping applications. These pipes with a new recipe which enables the enhanced ductility at room temperature are known as PVC - Alloy pipes which have enhanced ductility, durability making it more suitable for high end applications, offering protection from poor installations, dangerous movements and weather conditions. PVC - Alloy pipes has enhanced ductility and it withstands impact energy which is more than four times that of conventional rigid PVC pipes. Because of this increased ductility it enables the piping lines to be designed with a safety factor almost 1.75 to 2 times higher than the conventional PVC pipes which means the design coefficient of the PVC - Alloy pipes is less than that of the conventional PVC pipes. Hence the wall thickness and the weight of the PVC - Alloy pipes are considerably less than that of the conventional Rigid PVC pipes for the same pressure application which ultimately results in substantial saving of the resources, energy and ultimately the product cost.
PVC - HI Pipes
Hydrogen gas is one of the clean and renewable energy sources and is more efficient than most of the energy sources. It can be handled by current gas infrastructure, especially the pipe line and both Polyethylene and Polyvinyl chloride pipings can be used for transportation of hydrogen gas. ISO standard 6993 includes dry hydrogen as gaseous fuels for the transportation using Polyvinyl chloride pipes. It has been proved thru experiments & testing that the leakage of hydrogen gas thru PVC pipes are far less than the limit allowed for natural gas. The requirement of impact energy for the Polyvinyl chloride is higher by four times than the conventional PVC pipes and a special formulation was developed to withstand such a rigorous impact test. The Polyvinyl - High impact pipes are designed for supply of gaseous fuels such as hydrogen through buried pipelines having an operating temperature range of 0 Deg. C up to and including 30 Deg. C with maximum operating pressure of 1 bar pressure.
Apart from the high impact energy requirements, the product is also expected to have a very good weathering resistance feature which is characterised by its ability to withstand the solar radiation of 3.5 GJ/M2. The pipes exposed to 3.5 GJ/M2 have to withstand the impact energy as prescribed in the International std 6993. A special recipe was developed by incorporating additives for improving the impact strength and weathering property and the recipe has been validated thru rigorous tests and the compliance to the standard requirements has been verified.
3) Foreign Exchange Earnings and Outgo
a) The foreign exchange earnings & outgo are as per details hereunder
in Million
| 2024-25 | 2023-24 | |
| a) C. I. F. Value of Imports, Expenditure and Earnings of Foreign Currency | ||
| i) CIF value of imports Raw materials and components and Stores and Spares | 3,385.77 | 3,430.56 |
| ii) Capital goods | 574.12 | 24.16 |
| Total | 3,959.89 | 3,454.72 |
| b) Expenditure in foreign currency (on accrual basis) | ||
| c) Interest and finance charges | 109.63 | 42.26 |
| d) Discount / commission on export sales | - | 30.12 |
| e) Export selling / market development expenses | 4.87 | 13.56 |
| f) Travelling expenses | 4.97 | 9.26 |
| g) Law and legal / professional consultancy expenses | 15.13 | |
| h) Testing, quality and other charges | 9.46 | 9.65 |
| Total | 128.92 | 119.99 |
| c) Earnings in foreign currency | ||
| i) FOB value of exports (on the basis of bill of lading) | 4,624.28 | 3,230.30 |
| Total | 4,624.28 | 3,230.30 |
b) Material Changes & Commitment affecting the Financial Position of the Company
There are no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2025 till the date of this report. There has been no change in the nature of business of the Company.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of onetime settlement with any Bank or Financial Institution.
Since the implementation of the Resolution Plan in 2022, the Company has not committed any default or cross-default in servicing its loans, including payment of installments, interest, or any related charges, at any point of time.
H] Mandated Annexures
I) Corporate Governance Report
The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information regarding the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.
The Board, at all times exercises its independence both, in letter and in spirit, and the Directors fully understand their fiduciary duties. The Directors have always acted in the best interest of the Company and will continue to do so in the future. It is equally important to state that the Company has a professional and competent leadership team for the management of the business. The Board guides, supports and compliments the Management team towards achieving the set objectives to make the enterprise more sustainable and valuable in the future.
A separate Corporate Governance Report is attached as Annexure IV, forming part of Directors Report in terms SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate from Practicing Company Secretary, confirming compliance of Corporate Governance disclosures and requirements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached together with CEO Certificate/declaration.
2) Management Discussion and Analysis Report (MDAR)
As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate Management Discussion & Analysis is given elsewhere in the Annual Report at Annexure V.
3) Particulars of Loans, Guarantees or Investments of the Company
The details of Loans given, Guarantees provided or Investments made by the Company during FY 2025 are given at Annexure VI.
4) Consolidated Financial Statements
Consolidated Financial Statements are prepared in accordance with IND-AS and form part of the Annual Report. Pursuant to Section 129 (3) of the Act, a statement in Form AOC-1 annexed at Annexure II containing the salient features of the financial statements of the subsidiary companies are attached to the Financial Statements Annexure II. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.
5) Significant, Material orders passed by the Regulators/ Court/ Tribunals
There are no material orders or judgments passed by the Regulators/ Court/ Tribunals which would impact the going concern status of the Company or its future prospects, subject to contingent Liabilities as mentioned in the notes forming part of the Financial Statements.
6) Secretarial Standards
The Company has followed during year under review the applicable Secretarial Standards, i.e. SS-1 and SS- 2, relating to Meetings of the Board of Directors and General Meetings respectively.
7) Extract of Annual Return of FY 2023-2024
As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in form MGT - 7 is available on
https://www.primeinfobase.in/z_JISLJALEQS/files/JISL-
Form_MGT-7-2023-2024.pdf
8) Directors Remuneration
The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given in Annexure VII to this Report.
9) Contracts or arrangements with Related Parties
The Contracts and arrangements entered into during the year with Related Parties were on arms length basis, in compliance with the applicable provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, although except Subsidiaries where Transfer Pricing arrangements are in place complying with regulations in country of operation, no fresh RPT or material RPT has been entered into by Company. The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details refer Annexure VIII.
There are no "materially significant" Related Party Transactions entered into by the Company with Promoters, Directors, KMPs which may have potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, which Comprises of Shri Shishir Dalal (Chairman), Shri. Narendra Jadhav, Shri Bastiaan Mohrmann, Ms.Nancy Barry and Shri Anil Jain of the Company for its approval. The Audit Committee also reviews on quarterly basis all Related Party Transactions during the quarter whether or not previously approved. The Company has adopted Policy on Materiality and dealing with Related Party Transactions. The policy approved by the Board is available on Companys website and web-link thereto is https://www.primeinfobase.in/z_JISLJALEQS/files/
Policy_on_Materiality_and_Dealing_with_Related_Party_
Transactions.pdf
10) Business Responsibility & Sustainability Report
Pursuant to Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility & Sustainability Report (BRSR) describing the initiatives undertaken by the Company from an environmental, social and governance perspective, in the prescribed format is annexed as Annexure-X and also hosted on the Companys website www.jains.com
The said BRSR has been assured by TUV India Private Limited, an independent third-party assurance provider. Their assurance affirms the accuracy, credibility, and completeness of the disclosures made in the report.
I) Miscellaneous
a) Acknowledgement
The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.
| Sd/- | Sd/- |
| Anil B. Jain | Ajit B. Jain |
| Vice Chairman and | Joint Managing |
| Managing Director | Director |
| Date: 28th June, 2025 | Date: 28th June, 2025 |
| Place: Jalgaon | Place: Jalgaon |
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