Jubilant Agri & Consumer Products Ltd Directors Report

The Board of Directors are pleased to present the 17^th (Seventeenth) Annual Report of Jubilant Agri and Consumer Products Limited ("the Company") together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025 ("FY 2025").

1. FINANCIAL RESULTS

Particulars	Consolidated		Standalone
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Continuing operations
Total Revenue from Operations	15,610.30	12,532.63	15,405.57	12,260.71
Total Expenses	14,448.73	11,807.30	14,246.80	11,571.68
Operating Profit/(Loss)	1,161.57	725.33	1,158.77	689.03
Other Income	17.49	14.19	17.26	14.08
Profit/(Loss) before Exceptional Items and Tax from continuing operations	1,179.06	739.52	1,176.03	703.11
Exceptional items	-	334.82	-	334.82
Profit/(Loss) after Exceptional Items but before Tax from continuing operations	1,179.06	404.70	1,176.03	368.29
Tax Expenses	296.00	97.92	288.84	94.35
Profit/(Loss) for the year from continuing operations	883.06	306.78	887.19	273.94
Discontinued operations
Profit/(Loss) before Tax from discontinued operations	(5.47)	(9.59)	(5.47)	(9.59)
Tax Expenses	-	-	-	-
Profit/(Loss) for the year from discontinued operations	(5.47)	(9.59)	(5.47)	(9.59)
Profit/(Loss) for the year from continuing and discontinued operations	877.59	297.19	881.72	264.35
Other Comprehensive loss	(2.02)	(2.94)	(2.62)	(3.31)
Total Comprehensive Income for the year (comprising profit and other comprehensive income for the year)	875.57	294.25	879.10	261.04
Retained Earnings brought forward from previous year	723.03	425.84	691.45	427.10
Retained Earnings to be carried forward	1,600.62	723.03	1,573.17	691.45

2. OVERVIEW

The Company is engaged in the business of manufacturing of Performance Polymers & Chemicals and Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth at its manufacturing facilities situated at Gajraula & Sahibabad in Uttar Pradesh, Kapasan in Rajasthan and Savli in Gujarat. JACPL is the sole manufacturer of food grade Polyvinyl Acetate (PVAc) in India having state of the art manufacturing facility situated at Gajraula in Uttar Pradesh and also the dominant player in manufacturing of VP Latex having state of the art manufacturing facility situated at Savli in Gujarat. Further, the Company has a Branch Office in the Dubai Development Authority Free Zone, Dubai, United Arab Emirates under the operating name ‘Jubilant Agri and Consumer Products MEA which was setup to explore the business opportunity to market the products in the Middle East and other countries.

The Companys brand ‘Jivanjor & ‘Vamicol in Wood Adhesive, ‘Charmwood & ‘Ultra Italia in Wood Finish and ‘Ramban in Agri Products are well known brands in their segments.

There has been no change in the nature of business of the Company during the FY 2025.

Consolidated Financials

In FY 2025 the consolidated revenue from operations was 15,610.30 million. EBITDA for the year stood at

1,474.68 million. Net Profit after tax from continuing operations was 883.06 million and Basic EPS from continuing operations on consolidated basis stood at

58.61.

The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the ‘Act) and Ind-AS 110 ‘Consolidated Financial Statements prescribed under Section 133 of the Act, forms part of the Annual Report.

Standalone Financials

In FY 2025 total revenue from operations from continuing operations was 15,405.57 million. EBITDA for the year stood at 1,471.65 million and Basic EPS from continuing operations on standalone basis stood at 58.88.

3. DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2024-25.

The Board of Directors of your Company has approved a Dividend Distribution Policy in line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The said policy is available on the website of the Company at https:// .jacpl.co.in/Uploads/image/12imguf_JACPL-DividendDistribution-Policy.pdf.

4. RESERVES

During the FY 2025, the Company has not transferred any amount to the Reserves.

5. CAPITAL STRUCTURE & STOCK OPTIONS Authorised Share Capital

The authorised share capital of the Company as at March 31, 2025 was 77,97,76,170/- (Rupees Seventy-Seven Crore Ninety-Seven Lacs Seventy-Six Thousand One Hundred and Seventy Only) divided into 7,79,77,617 equity shares of 10/- each.

During FY 2025, the authorised share capital of the Company was enhanced from 9,44,76,170/- (Rupees Nine Crore Forty-Four Lac Seventy-Six Thousand One Hundred and Seventy only) divided into 58,24,000 equity shares of 10/- each, 26,23,617 10% optionally convertible non-cumulative redeemable preference shares of 10/- each and 10,00,000 10% non-cumulative redeemable preference shares of 10/- each to

77,97,76,170/- (Rupees Seventy-Seven Crore Ninety-Seven Lacs Seventy-Six Thousand One Hundred and Seventy Only) divided into 7,79,77,617 equity shares of

10/- each, effective from October 03, 2024 pursuant to Composite Scheme of Arrangement between HSSS Investment Holding Private Limited ("Amalgamating Company 1"), KBHB Investment Holding Private Limited ("Amalgamating Company 2"), SSBPB Investment Holding Private Limited ("Amalgamating Company 3"), Jubilant Industries Limited ("JIL") and Jubilant Agri and Consumer Products Limited ("Amalgamated Company") ("Composite Scheme") as sanctioned by the Honble National Company Law Tribunal, Allahabad Bench ("NCLT") vide its pronouncement order dated August 07, 2024.

Paid-up Share Capital

As at March 31, 2025, the paid-up share capital was

15,06,71,010 (Rupees Fifteen Crore Six Lakh Seventy-One Thousand and Ten only) consisting of 1,50,67,101 (One Crore Fifty Lakh Sixty Seven Thousand One Hundred and One) equity shares of 10 (Rupees Ten) each.

During FY 2025, pursuant to the sanction of the said Composite Scheme, 56,08,552 (Fifty-Six Lac Eight Thousand Five Hundred Fifty-Two) Equity Shares of INR 10/- each, held by JIL along with its nominees in the Company were cancelled. Concurrently, the Board of Directors of the Company, in its meeting held on November 4, 2024, allotted 1,50,67,101 (One Crore Fifty Lakh Sixty-Seven Thousand One Hundred and One) equity shares of INR 10 each to the eligible equity shareholders of JIL, based on their entitlement as of the record date, October 28, 2024. Consequently, the paid-up capital of the Company enhanced from 5,60,85,520 (Five Crore Sixty Lakh Eighty-Five Thousand Five Hundred Twenty) equity shares of 10 each to 15,06,71,010 (Fifteen Crore Six Lakh Seventy-One Thousand and Ten) equity shares of 10 each.

Employees Stock Option Scheme

At present, the Company has two Employees Stock Option Schemes, namely JACPL Employees Stock Option Scheme 2013 ("Scheme 2013") and JACPL Employees Stock Option Scheme 2018 ("Scheme 2018"). During FY 25, pursuant to the Composite Scheme, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC" or "Committee") of the Company in its meeting held on November 04, 2024 ("Date of Institution of Scheme") adopted the JACPL Employees Stock Option Scheme 2013 ("Scheme 2013") and JACPL Employees Stock Option Scheme 2018 ("Scheme 2018").

Further, the Company has filed applications with BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") seeking in-principle approval for the issuance and allotment of 4,72,303 (Four Lakhs Seventy-Two Thousand Three Hundred and Three) equity shares under the JACPL Employees Stock Option Scheme 2013, and 5,00,000 (Five Lakhs) equity shares under the JACPL Employees Stock Option Scheme 2018. These applications have been submitted in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and are currently pending approval from BSE and NSE.

The NRC Committee of the Board is empowered to administer this scheme including to determine the eligible employees, the vesting period and exercise price of the options.

6. UPDATE ON COMPOSITE SCHEME OF ARRANGEMENT

During FY 2025, the Honble National Company Law Tribunal, Allahabad Bench (‘NCLT), vide its order pronounced on August 07, 2024 (a certified true copy of order was received on September 03, 2024) has sanctioned the Composite Scheme of Arrangement among HSSS Investment Holding Private Limited ("Amalgamating Company 1"), KBHB Investment Holding Private Limited ("Amalgamating Company 2"), SSBPB Investment Holding Private Limited ("Amalgamating Company 3"), Jubilant Industries Limited ("JIL") and Jubilant Agri and Consumer Products Limited ("Company / Amalgamated Company") and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (the ‘ Composite Scheme).

The Composite Scheme provides for:

(i) the amalgamation of Amalgamating Company 1, Amalgamating Company 2 and Amalgamating Company 3 into JIL ("Amalgamation-1"); and (ii) Following Amalgamation-1, the amalgamation of JIL into the Amalgamated Company

(" Amalgamation-2")

The certified copy of the NCLT Order, which was received on September 03, 2024, was filed with the Registrar of Companies, Kanpur, on September 04, 2024, by Amalgamating Company 1, Amalgamating Company 2, Amalgamating Company 3 and JIL to give effect to Amalgamation-1. Hence, as per the terms of the Composite Scheme, the Effective Date for Amalgamation-1 is September 04, 2024.

For the purpose of giving effect to Amalgamation-2 (i.e. amalgamation of JIL into JACPL) JIL and JACPL have filed the certified copy of the NCLT Order with the RoC (Kanpur) through E-Form INC-28 on October 3, 2024. Hence, pursuant to the Composite Scheme, JIL stands amalgamated into the Amalgamated Company and dissolved without being wound up with effect from October 03, 2024.

Following the amalgamation of JIL with and into JACPL, JACPL filed a listing application with BSE Limited and the National Stock Exchange of India Limited (collectively referred to as the "Stock Exchanges") for the listing and trading of its shares. Accordingly, the Company received listing and trading approval from the Stock Exchanges on February 12, 2025. Subsequently, the Equity Shares of the Company were listed and admitted to dealings on the Stock Exchanges effective from February 14, 2025.

The Composite Scheme along with certified copy of NCLT Order are available on the website of the Company at https://.jacpl.co.in/investors

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As at March 31, 2025, the Company has one Wholly-owned Subsidiary, Jubilant Industries Inc., USA ("JIL USA").

Previously, JIL USA was a wholly-owned subsidiary of the erstwhile Jubilant Industries Limited ("Holding Company"), which was merged with and into the Company effective from October 03, 2024, pursuant to the Composite Scheme of Arrangement. Following the amalgamation of JIL into JACPL, JIL USA became a wholly-owned subsidiary of the Company effective from October 03, 2024.

JIL USA is engaged in overseas trading of Solid Poly Vinyl Acetate and VP Latex.

During FY 2025, it had Revenue from Operations

1,198.42 million. Net Profit after tax for the year 2025 is 17.49 million.

On April 07, 2025, Jubilant Agri Solutions Limited ("JASL") was incorporated as a wholly owned subsidiary of Jubilant Agri and Consumer Products Limited. JASL is engaged in the business of manufacturing, marketing, and trading of agricultural products and chemicals, among other related activities. The Company, along with its nominees, has subscribed to 100% of the share capital of JASL.

A statement containing salient features of the financial statements of Companys subsidiary including therein contribution of subsidiaries to the overall performance of the Company is given in Form AOC 1 attached to the financial statements.

During FY 2025, there were no associates or joint ventures of the Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment, Re-appointment and Resignation of Directors and Key Managerial Personnel:

Pursuant to the provisions of the Act, Mr. Shamit Bhartia (DIN: 00020623) will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment to the members in the ensuing 17^th AGM.

During the financial year under review:

• Mr. Jagat Sharma (DIN: 02997958), has resigned from the office of Whole-time Director and Directorship of the Company w.e.f. June 26, 2024, however he is continuing as an employee of the Company;

• Mr. Mohandeep Singh (DIN: 10661432), has appointed as Chief Executive Officer & Whole Time Director (‘CEO & WTD) of the Company for a period of 5 years effective from June 27, 2024.

• Mr. Priyavrat Bhartia (DIN: 00020603), has been designated as Chairman of the Board of the Company effective from November 04, 2024.

• Mr. Brijesh Kumar, has resigned from the position of Company Secretary effective from November 13, 2024; and

• Mr. Hariom Pandey was appointed as Company Secretary and Compliance Officer of the Company effective from February 01, 2025.

As on March 31, 2025, Mr. Mohandeep Singh, CEO & Whole-time Director, Mr. Umesh Sharma, Chief Financial Officer and Mr. Hariom Pandey, Company Secretary are the Key Managerial Personnel of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149 read with Schedule IV of the Act and Regulation 16 of the Listing Regulations and have also confirmed for compliance of inclusion of name in the data bank, being maintained with ‘Indian Institute of Corporate Affairs as provided under the Act read with applicable rules made thereunder. The Company has also received declaration from the Independent Directors that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

Meetings of the Board

During the FY 2025, 7 (Seven) meetings of Board of Directors were held. The details of Board Meetings and the attendance of Directors have been provided in the Corporate Governance Report, attached to this Report.

Nomination, Remuneration and Compensation Policy

The Company has implemented a Nomination, Remuneration and Compensation Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report, attached to this Report.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process of annual performance evaluation of the Board, its Committees, Chairperson and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.

9. AUDIT COMMITTEE

As on date, the Audit Committee consists of four members: Mr. Ravinder Pal Sharma, Chairman, Mr. Radhey Shyam Sharma, Member, Mr. Mohandeep Singh, Member and Ms. Sanjanthi Sajan, Member. All the recommendations made by Audit Committee were accepted by the Board of Directors.

Further information about the Audit Committee is provided in the Corporate Governance Report attached to this Report.

10. AUDITORS & AUDITORS REPORT

Statutory Auditor

In terms of the provisions of Section 139 of the Act, the Members of the Company in the 16^th (Sixteenth) Annual General Meeting held on September 23, 2024 has reappointed M/s BGJC & Associates LLP, Chartered Accountants (ICAI Firm Registration No.003304N/ N500056), as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 16^th Annual General Meeting until the conclusion of the 21^st Annual General

Meeting of the Company, to be held for the financial year 2028-29.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Sanjay Grover & Associates (ICSI Firm Registration No.: P2001DE052900), Company Secretaries, in its meeting held on February 14, 2025, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report is attached as Annexure 1 to this report and does not contain any qualification, reservation or adverse remark or disclaimer.

On the recommendation of the Audit Committee, the Board of Directors of the Company in its Meeting held on May 29, 2025 has approved and recommend the appointment of M/s. Sanjay Grover & Associates, Company Secretaries, a Peer Reviewed Firm of Company Secretaries in practice, as Secretarial Auditors of the Company for a period of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to approval of members at the ensuing 17th AGM

Cost Auditor

The cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company. M/s. J. K. Kabra & Co., Cost Accountants (Firm Registration No.: 0009) were the Cost Auditors of the Company for the Financial Year 2024-25. The cost audit report for the financial year 2023-24 submitted by the said Cost Auditors during the FY 2024-25 does not contain any qualification, reservation or adverse remark. Also the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2023-24. The Board of Directors upon recommendation of the Audit Committee has appointed M/s. J. K. Kabra & Co., Cost Accountants (Firm Registration No.: 0009), as the Cost Auditors for FY 2025-26.

A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2025- 26 is provided in the Notice to the 17^th Annual General Meeting.

11. REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of fraud reported by auditors under section 143(12) of the Act.

12. RISK MANAGEMENT

The Board of Directors of the Company in its Meeting held on November 04, 2024 has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness.

The Board of Directors of your Company has approved a Risk Management Policy in line with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The said policy is available on the website of the Company at https:// .jacpl.co.in/Risk Management Policy and its Charter A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

13. HUMAN RESOURCES

At Jubilant Agri and Consumer Products, our people are the cornerstone of our success. Guided by our core values of Caring, Sharing, and Growing, we are committed to building a high-performance, inclusive, and future-ready workforce that aligns with our business strategy and growth ambitions.

People-Centric Policies and Culture

Our human resources policies are designed to attract, develop, and retain top talent while fostering a values-driven culture. We emphasize diversity, transformation, and critical skills development to ensure our teams are equipped for both current performance and future growth.

People Agenda and Workforce Development

We continue to build a skilled, experienced, diverse, and productive workforce that supports safe, reliable, and sustainable operations. Our inclusive talent management philosophy ensures that the right talent is in the right place at the right time, enabling transformation and business continuity.

Digital Transformation

Over the past three years, we have made significant strides in becoming a digitally empowered organization. Our digital strategy, developed in collaboration with strategic partners, enables our customer-facing teams to leverage technology for enhanced customer satisfaction and improved business outcomes.

Talent Management and Internal Mobility

Talent management remains a key focus area. We promote job enlargement, rotation, and internal mobility, ensuring employees are deeply integrated into our culture and business. Transparent communication from CEO Town Halls to structured updates fosters trust, collaboration, and alignment across the organization.

Training and Capability Building

We invest in continuous learning through training programs, on-the-job learning, and special projects. Our Sales Excellence vertical partners with the B2C business to deliver "The Jubilant Way of Selling" across geographies, supported by Pan-India training and certification programs that drive performance and customer engagement.

Compliance and Workplace Safety

We are committed to maintaining a safe, respectful, and compliant workplace. An Internal Complaints Committee is in place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and we are proud to report zero cases during the year under review.

14. AWARDS AND ACCOLADES

During the FY 2025, the Company plants received below awards during the year:

• Gajraula plant has received "Grow Care Safety Award" in Platinum category for plants performance in Safety Excellence.

• Gajraula plant has received Outstanding Achievement in "Green Tech Safety Excellence "category.

• Sahibabad plant has received "Grow Care Safety Award" in Gold category for plants performance in Safety Excellence.

• Savli plant has received "Grow Care Safety Award" in Gold category for plants performance in Safety Excellence

• Kapasan plant has received "Grow Care Safety Award" in Gold category for plants performance in Safety Excellence.

• Gajraula Plant has obtained an International Recognition from EcoVadis, and has been awarded a Bronze EcoVadis Medal; and

• Savli (Vadodara) Plant has obtained an International Recognition from EcoVadis and has been awarded a Bronze EcoVadis Medal.

15. SUSTAINABILITY REPORT

The Company firmly believes in inclusive growth of its business with the Environmental enrichment and Social development based on the triple bottom line concept of Sustainable Development.

The Company will publish its Corporate Sustainability Report 2024-25 conforming to Global Reporting Initiative GRI STANDARDS fulfilling the ‘In Accordance-Comprehensive reporting criteria. As a green initiative, this report will be available on the website of the Company (.jacpl.co.in ) and GRI database. As an extension of the green initiative to minimise the impact on environment, the Annual Report is emailed to shareholders whose email id is registered with the Company/Depositories to reduce use of paper. Sustainability initiatives have been undertaken for reduction of emission parameters, energy consumption and greenhouse gas emission. Energy Conservation drive have been carried out to strengthen the awareness and participation of employees in reducing avoidable Energy losses. Steam and Power consumptions norms improvement achieved while taking Energy Conservation drive in SPVA, Sulphuric Acid, SSP-Gajraula and Adhesive- Sahibabad plants. Wastewater generated in fertilizer plant is completely recycled and reused. In other plants it is treated and disposed as per Consent conditions. Natural Resource conservation measures have been strengthened through reuse of hazardous wastes i.e. silica sludge, Sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel (Rice Husk, Fuel Wood, Saw Dust & Mustard Husk Briquettes) have been successfully used, completely eliminating use of coal in hot air generators at our Gajraula Plant in the reporting year. This has resulted in considerable GHG reduction. Replacement of existing Diesel Gensets with PNG Gensets at Sahibabad (Clean Fuel), benefits on the same with regard to GHG emission has been achieved in FY24.

16. CORPORATE SOCIAL RESPONSIBILITY

CSR constitutes a fundamental pillar of Jubilants corporate philosophy and is implemented in strict adherence to Section 135, read with Schedule VII of the Companies Act, 2013. The initiatives are strategically aligned with the United Nations Sustainable Development Goals (SDGs).

The Jubilant Bhatia Foundation (JBF), founded in 2007, serves as the not-for-profit arm of the Jubilant Bhartia Group. It concentrates on CSR initiatives in Healthcare, Education, and Livelihood through a 4P (Public-Private-People-Partnership) model, aiming to uplift and add value to the communities surrounding the companys operational areas.

In FY 2025, JBF followed its vision of promoting progressive social change by forming strategic multi-stakeholder partnerships. These collaborations focus on generating and sharing knowledge, experiential learning, and cultivating an entrepreneurial ecosystem. The foundations efforts are dedicated to improving the quality of life for communities near their manufacturing sites.

For more detailed information, you can visit their website: .jubilantbhartiafoundation.com The brief information of CSR activities carried out by the Company is stated below: A. Arogya- Providing affordable basic & preventive health care- 33000 population 16 Villages in Kapasan through Jubilant Aarogya (Providing affordable healthcare through mobile & static clinic enabled with JUBICARE- platform along with need-based health awareness camps.

B. Muskaan-Supporting Rural Government Primary Education- The foundation aims at strengthening education and learning environment in rural areas more than 2000 beneficiaries (students & teachers) through school digitization and school strengthening program. To bridge the urban and rural divide and to enhance the mode of learning in government schools, the foundation is implementing school digitization program through Edu lab Program which focuses on improving the learning needs of students by integrating advanced educational tools and methodologies.

C. JubiFarm-To achieve holistic development in rural villages by enhancing farmers access to modern and sustainable farming methods and diversifying income-generating opportunities.

D. Rural Development- The foundation supported infrastructure strengthening initiative to enhance the quality of lives of the community.

E. Bharat Impact Jubilant Bhartia Centre for Social Entrepreneurship- This year a centre to promote social entrepreneurship was launched which focuses on incubation, education, and research to support social entrepreneurs.

During FY 2024-25, the Company contributed 127 Lakh on a standalone basis towards CSR activities.

The Annual Report on CSR including contents of the CSR Policy and composition of Sustainability & Corporate Social Responsibility Committee is attached as Annexure 2 to this Report.

17. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

• The Investor Section on the website of the Company (.jacpl.co.in) is updated regularly for information of the shareholders.

• Disclosure(s) made to the Stock Exchanges are promptly uploaded on the website of the Company, as per the requirement of the SEBI Listing Regulations, for information of the Investors.

• There is a dedicated e-mail id investorsjacpl@jubl.com for sending communications to the Company Secretary and Compliance Officer.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

18. INTERNAL FINANCIAL CONTROL

The Companys internal control framework are commensurate with the size and nature of its operations. BGJC & Associates LLP, Statutory Auditors have audited the financial statements of the Company included in this annual report and have also confirmed the adequacy and operational effectiveness of its internal control over financial reporting (as defined in Section 143 of the Act) as on March 31, 2025. A detailed section on Internal Controls and their Adequacy is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

19. OTHER STATUTORY DISCLOSURES i. Extract of Annual Return: In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the ‘Investors section of the Companys website and can be viewed at the following link: .jacpl.co.in.

ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act.

Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under the said Chapter.

iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos. 07, 08 and 40 to the Standalone Financial Statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company had formulated a policy on Related Party Transactions (‘RPTs), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval. All RPTs entered into during FY 2024-25 were in the ordinary course of business and were entered on arms length basis. No material RPTs were entered into during FY 2024-25 by the Company as defined in the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act in Form AOC 2 is not applicable. Your Directors draw attention of the members to Note no. 39 to the Standalone Financial Statements which sets out the Related Party disclosures

. v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2024-25 till the date of this Report, which affects the financial position of the Company.

vi. Significant or Material orders: No significant or material orders have been passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

vii. Vigil Mechanism/Whistle Blower Policy: The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report, which forms an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The Company is engaged in the business of manufacturing of Performance Polymers & Chemicals and Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth and the information as required under Section 134 of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014, as amended, has been given in Annexure 3 and forms part of this Report

. ix. Particular of Employees: Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 4 and forms part of this Report. The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) and Rule 5(3) of the Rules, is provided in a separate annexure forming part of this Boards Report. However, in terms of the provisions of

Section 136 of the Act, the Annual Report is being sent to the members of the Company, excluding the said annexure. The said annexure is available for inspection by the shareholders at the Registered Office of the Company during working hours of the Company i.e. on Monday to Friday between 11:00 a.m. (IST) to 05:00 p.m. (IST). Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary of the Company or send an email at the following email address: investorsjacpl@jubl.com .

x. Secretarial Standards of ICSI: The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Board of Directors and Secretarial Standard-2 on ‘General Meetings issued by the Institute of Company Secretaries of India.

xi. Transfer to Investor Education and Protection Fund: The details of unpaid or unclaimed dividend and shares thereof transferred to Investor Education and Protection Fund have been disclosed in Corporate Governance Report and forms an integral part of this report. xii. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along-with their status as at the end of the financial year: Not Applicable xiii. 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. xiv. The disclosures as required under Rule 4, Rule 8, Rule 12 and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014 are not applicable to the Company.

20. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that: • in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; • the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit or loss of the Company for the year ended March 31, 2025;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; • the Directors had prepared the annual accounts on a going concern basis; • the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and • the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure 5 and forms part of this Report. A certificate from the Statutory Auditor confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, 2015 as amended time to time, is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2025. A certificate from the CEO & Whole-time Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO & Whole-time Director and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

22. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations, is presented in a separate Section forming part of this Annual Report. For the sake of brevity the items covered in the Board Report are not repeated in the Management Discussion and Analysis Report.

23. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the cooperation and assistance received from the Central and State Government Authorities. Your Directors thanks the Shareholders, Banks/other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

	For and on behalf of the Board
	Priyavrat Bhartia
Place : Gurugram	Chairman
Date : May 29, 2025	DIN : 00020603