jubilant ingrevia ltd share price Directors report

To the members

Your Directors are pleased to present their Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

OVERVIEW

Jubilant Ingrevia Limited (the ‘Company) is a global integrated Life Science products and Innovative Solutions provider serving Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers with customised products and solutions that are innovative, cost-effective and conforming to excellent quality standards.

The Company offers a broad portfolio of high quality ingredients that find application in a wide range of industries. The Company has over 2,317 employees and serves more than 1,500+ customers in more than 50+ countries across the world. The Companys portfolio also extends to custom research and manufacturing for pharmaceutical and agrochemical customers on an exclusive basis.

The Company is a Responsible Care certified Company, driven by the motive to add value to millions of lives through innovations and cutting-edge technology. As a leader in key products that the Company manufactures, it takes pride in being a partner of choice for its valued customers.

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS FINANCIAL RESULTS

The financial performance of the Company for FY 2023 is summarised below:

(Rs in million)

Particulars	Standalone		Consolidated
	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from operations	45,596	48,604	47,727	49,494
Total operating expenditure	40,651	40,474	42,256	41,176
Earnings before Interest, Taxes, Depreciation and	4,945	8,130	5,471	8,318
Amortisation expense (EBITDA) (before other income)
Other income	310	288	334	315
EBITDA	5,255	8,418	5,805	8,633
Depreciation and amortisation expense	1,197	1,201	1,222	1,234
Finance costs	382	462	216	309
Exceptional items	-	-	-	-
Share of loss of an associate	-	-	-	(1)
Profit before tax	3,676	6,755	4,367	7,089
Total tax expense	1,142	2,232	1,292	2,322
Profit for the year (PAT)	2,534	4,523	3,075	4,767
Attributable to:	_	_	_	_
- Owners of the company	2,534	4,523	3,075	4,767
- Non-controlling interests	-	-	-	-
Other comprehensive income	(9)	(12)	24	956
Total comprehensive income for the year	2,525	4,511	3,099	5,723
Balance in Retained earnings at the beginning of the year	6,561	2,504	9,310	4,165
Profit for the year (attributable to owners of the Company)	2,534	4,523	3,075	4,767
Re-measurement of defined benefit obligations	(9)	(12)	(13)	(11)
Dividend	(796)	(454)	(795)	(454)
Transfer to retained earnings on sale of investment	-	-	-	842
Issue of treasury shares	-	-	(1)	-
Issue of equity shares on exercise of stock options	1	-	1	_
Others	-	-	-	1
Balance in Retained earnings at the end of the year	8,291	6,561	11,577	9,310

(i) Standalone Financials Revenue from Operations

In FY 2023, on a standalone basis, your Company recorded total revenue from operations of RS. 45,596 million as against RS. 48,604 million in FY 2022.

EBITDA

For FY 2023, EBITDA stood at RS. 5,255 million with EBITDA margins at 12% as against EBITDA of RS. 8,418 million with EBITDA margins at 17% in FY 2022.

Reported Net Profit after Tax

Reported PAT was RS. 2,534 million in FY 2023 as against RS. 4,523 million in FY 2022.

(ii) Consolidated Financials

The consolidated financial statements, prepared in accordance with the provisions of the Companies Act, 2013 (the ‘Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations) and Indian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act, form part of the Annual Report.

Performance Review

Your Company reported revenue from operations RS. 47,727 million, EBITDA was RS. 5,805 million and PAT was RS. 3,075_million, on a consolidated basis, in FY 2023. During FY 2023, the segment revenue from the Speciality Chemicals was RS. 17,983 million, Nutrition and Health Solutions was_ RS. 5,512 million and Chemicals Intermediates revenue was_ RS. 24,232 million. The overall EBITDA in FY 2023 was

RS. 5,805_million translating to EBITDA margin of 12%.

Further, in FY 2023, the net profit attributable to the owners of the Company was RS. 3,075 million and the basic EPS stood at RS. 19.34 (Diluted RS. 19.33).

A detailed note on Performance Review is given under ‘Management Discussion and Analysis Report.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves by the Company.

DIVIDEND

During the year, the Board of Directors of the Company declared an interim dividend of RS. 2.50 (250%) per equity share at its Board Meeting held on January 31, 2023 on 15,92,81,139 equity shares of RS. 1 each. The Directors are pleased to recommend a final dividend of RS. 2.50 (250%) per equity share of RS. 1 each, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose. The total dividend for the year would be RS. 5 (500%) per equity share of face value of RS. 1 each aggregating to RS. 796 million (Rupees seven hundred ninety six million only).

Your Company believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and also as a mean to meet any unforeseen contingencies. Pursuant to Regulation 43A of the Listing Regulations the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https:// www.jubilantingrevia.com/investors/corporate-governance/ policies-and-codes/dividend-distribution-policy.

CAPITAL STRUCTURE (a) Share Capital

During the year, there has been no change in the authorised share capital of the Company. As on March 31, 2023, the subscribed, issued and paid-up share capital of the Company stood at RS. 15,92,81,139 comprising 15,92,81,139 equity shares of RS. 1 each.

(b) Employees Stock Option Plan and General Employee Benefits Scheme

The Company has ‘Jubilant Ingrevia Employees Stock Option Plan 2021 (‘ESOP-2021) and a General Employee Benefits Scheme namely ‘Jubilant Ingrevia General Employee Benefits Scheme-2021 (‘JIGEBS-2021) for the employees of the Company and its subsidiary companies. ESOP-2021 and JIGEBS-2021 are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI ESOP Regulations).

During the year, there was no material change in ESOP-2021 and JIGEBS-2021.

The details of ESOP-2021 and JIGEBS-2021 as required under the SEBI ESOP Regulations have been placed on the website of the Company and web-link of the same is https://www. jubilantingrevia.com/pdf/esop-disclosure-2023.pdf.

(c) Debentures

Pursuant to the Composite Scheme of Arrangement, 1,000, 7.90% Secured, Rated, Listed, Redeemable Non-Convertible Debentures (‘NCDs) of RS. 10,00,000 (Rupees Ten Lac) each amounting to RS. 1000 million were transferred to the Company.

The Company bought-back the entire NCDs on June 3, 2022.

SUBSIDIARIES

The highlights of performance of subsidiaries and associates companies and their contribution to the overall performance of the Company during the period under report is provided in note no. 46 to the consolidated financial statements. The Company does not have any joint venture. A separate statement containing the salient features of financial statements of subsidiaries and associates of the Company in the prescribed form AOC-1 forms a part of consolidated financial statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the rules issued thereunder.

As on March 31, 2023, the Company does not have any material subsidiary.

Brief particulars of the subsidiaries of the Company on a stand-alone basis are given below:

1. Jubilant Infrastructure Limited (‘JIL)

JIL, the wholly-owned subsidiary of the Company has developed a sector specific Special Economic Zone (‘SEZ) for chemicals in Gujarat with the best in class infrastructure facilities and utility plants like boiler, e_uent treatment, incinerator, roads and DM water. During the year a capax has been approved to put up a captive power plant of 10MW with 98TPH high pressure boiler. It will facilitate to meet out the requirement of steam & power at optimised cost. The Company has three units in the SEZ. The finished products of Unit-1 and Unit-2 are fully backward integrated and are using innovative technologies developed in-house. Unit-4 has become operational in August, 2019 with the world class manufacturing facilities.

The global scale plants of Vitamin B3 and 3-Cyanopyridine at the SEZ make your Company the largest producer of Vitamin B3 in India and the second largest globally. Unit-4 deals in Acetyl and manufacturing of Acetic Anhydride products. The Company is a market leader in India and enjoying a substantial share in global markets in this product. JIL has also entered into a lease agreement with Jubilant Agro Sciences Limited, a wholly owned subsidiary of the Company, for leasing of land to set up its crop protection chemicals and agro active manufacturing facilities.

Total income of JIL during FY 2023 was RS. 1763 million as against Rs. 1435 million for FY 2022.

1. Jubilant Life Sciences (USA) Inc. (‘JLS-USA)

JLS-USA, incorporated in Delaware-USA, is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Companys products in Americas. Total income of JLS-USA during FY 2023 was RS. 1,803 million as against for FY 2022, total income was RS. 2,412 million.

2. Jubilant Life Sciences NV (‘JLS NV)

JLS NV is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Companys products in the European markets. Total income of JLS NV during FY 2023 was RS. 6,792 million as against for FY

2022, total income was RS. 6,504 million.

3. Jubilant Life Sciences International Pte. Limited (‘JLSIL)

JLSIL, incorporated in Singapore, is a wholly-owned subsidiary of the Company. Total income of JLSIL during FY 2023 was RS. 62 million as against for FY 2022, total income was RS. 25 million.

4. Jubilant Life Sciences (Shanghai) Limited (‘JLS-Shanghai)

JLS-Shanghai is wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Companys products in China. Total income of JLS-Shanghai during FY 2023 was RS. 1,112 million as against for FY 2022, total income was RS. 1,467 million.

5. Jubilant Agro Sciences Limited (formerly Jubilant Crop Protection Limited) (‘JASL)

JASL, was incorporated to manufacture, sales, distribution and business transactions Crop Protection Chemicals, Agro actives etc.

The name of the company was changed from Jubilant Crop Protection Limited to Jubilant Agro Sciences Limited effective from April 22, 2022 after approval of Registrar of the Companies, Kanpur.

JASL, a wholly owned subsidiary of the Company, has taken land on lease from JIL for setting up its crop protection chemicals and agro active manufacturing facilities.

JASL has not yet started the revenue generation as it is still in the project stage

ASSOCIATES

1. Mister Veg Foods Private Limited ‘MVFPL

On March 16, 2023, your Company completed the acquisition of 37.98% of equity share capital of MVFPL on a fully diluted basis through conversion of existing Convertible Preference shares into Equity Shares as well as through subscription of Equity Shares on Rights Basis. MVFPL is engaged in the development and manufacturing of plant-based Meat Analogues and mainly markets its products in India. This is a growing segment globally with potential for scale up.

2. AMP Energy Green Fifteen Private Limited (‘AMP Energy)

During the previous financial year, for the purpose of sourcing group captive solar power, your Company invested RS. 58.28 million and acquired 26% stake in AMP Energy by way of acquisition of 5,82,800 equity shares of RS. 10 each and 52,452, 0.01% Compulsorily Convertible Debenture of RS. 1,000 each. Your Company had also entered into a Power Purchase Agreement (‘PPA) with AMP Energy to procure 100% of the output of solar energy produced for next 20 years as per the rates negotiated in the agreement. During the year the Company sourced the Power as per the PPA.

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Act and the Rules made thereunder, the Shareholders of the Company have at the first Annual General Meeting held on December 1, 2020, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company for a term of 5 years. Accordingly, they hold the office till the conclusion of the 6^th AGM of the Company to be held in the year 2025.

The Auditors Report for FY 2023 do not contain any qualification, reservation, adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of frauds reported by Auditors under Section143(12) of the Act.

COST AUDIT

In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are prepared and maintained by the Company pursuant to the provisions of Section 148(1) of the Act.

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company carries out cost audit of its products. Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed M/s J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for FY 2023. The Board of Directors on the recommendation of the Audit Committee have approved the remuneration payable to Cost Auditors. In terms of Section 148 of the Act and rules made thereunder, members are requested to consider the rati_cation of remuneration payable to M/s J.K. Kabra & Co., Cost Accountants for FY 2023.

SECRETARIAL AUDIT

The Board has appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for FY 2023. The Secretarial Audit Report for FY 2023 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for FY 2023 is annexed to this report as Annexure -1.

The Company has also obtained a Secretarial Compliance Report from M/s Sanjay Grover & Associates, Company Secretaries confirming compliances with the provisions of the applicable Listing Regulations, Circulars and Guidelines for FY 2023. The Secretarial Compliance Report has been duly filed with the Stock Exchanges in Compliance with the Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Hari S. Bhartia (DIN 00010499) and Mr. Arjun Shanker Bhartia (DIN 03019690) retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. Mr. Anant Pande (DIN 08186854) resigned as the Whole-Time Director on the Board of the Company effective from May 17, 2022. Mr. Anil Khubchandani (DIN 09209485) was appointed as Co-CEO and Whole-Time Director on the Board of the Company effective from May 17, 2022 and resigned as Co-CEO and Whole-Time Director on the Board of the Company effective from May 19, 2023. Mr. Chandan Singh Sengar (DIN 09657339) was appointed as Co-CEO and Whole-Time Director on the Board of the Company effective from May 16, 2023 In the opinion of the Board, the Independent Directors possess the requisite expertise, integrity, experience and pro_ciency for appointment as Independent Directors of the Company.

Further, there has been no change in Key Managerial Personnel of the Company during the year.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were held during FY 2023. The Board met four times i.e. on May 17, 2022, August 05, 2022, October 20, 2022 and January 31, 2023. The details on meetings of the Board of Directors are given under ‘Corporate Governance Report.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors Databank. None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

APPOINTMENT AND REMUNERATION POLICY

The Company has implemented Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this Report. The Policy is available at the weblink https://www. jubilantingrevia.com/investors/corporate-governance/policies-and-codes/appointment-and-remuneration-policy.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD

A statement on annual evaluation of the performance of the Board, its Committees and of individual Directors forms part of the Corporate Governance Report attached to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profits of the Company for the year ended March 31, 2023; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts on a going concern basis; (v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023; and (vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMPOSITION OF AUDIT COMMITTEE

As on date, the Audit Committee comprises Mr. Sushil Kumar Roongta, Chairman, Mr. Arun Seth, Mr. Pradeep Banerjee, Mr. Siraj Azmat Chaudhry, Ms. Ameeta Chatterjee and Mr. Arjun Shanker

Bhartia. The Board has accepted all the recommendations made by the Audit Committee.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given as Annexure-2 and forms part of this Report.

EMPLOYEES

Particulars of Directors and Employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure-3 and form part of this Report.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Companys ability to attain its objectives. Risk management and Internal Financial Control systems play a key role in directing and guiding the Companys activities by continually preventing and managing risks. The Board, Audit Committee and Senior Management team collectively set the overall tone and risk culture of the Company by identifying the risks impacting the Companys business and documenting the process of identification, evaluation, prioritisation, mitigation, monitoring and communication of risk as a part of the risk management policy. The Company has well defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.

There exists a well-designed risk management framework and the same is reviewed by the Board on a periodic basis. Some of the key risks identified in various businesses of the Company are specified below: i. Environment, Health and Safety (EHS) ii. Compliance and Regulatory iii. Delay in Growth Projects/ Capex iv. Climate change v. ESG Ratings vi. Geo-Economic, Geo-Political and Macro Economic Instability vii. Human Resource - Acquiring and Retaining Skilled Talent viii. Individual & Group Activism ix. Cyber Threats x. Loss of Market and Competitiveness xi. Research Development & Technology / New Product Development The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Companys journey of continued competitive sustainability in attaining the desired business objectives.

Implementation of Internal Financial Controls

The Companys internal control systems are effective and robust, ensuring that there is efficient use and protection of resources and compliance with policies, procedures, financial reporting and statutory requirements. There are well-documented guidelines, procedures and processes, integral to the overall governance, laws and regulations.

To compete globally, stringent Corporate Governance and financial control over operations is essential for the Company. To ensure a robust Internal Financial Controls framework, your Company has worked on three lines of defence strategy which is as under:

i. Build internal controls into operating processes - To this end, your Company has ensured that detailed Delegation of Authority and Standard Operating Procedures (SOPs) for the processes are followed, financial decision making is done through Committees, IT controls are built into the processes, segregation of duties is done, strong budgetary control framework exists, the entity level controls including Code of Conduct, Ombudsperson Office, etc. are established. For better governance, these operational controls have been implemented through Enterprise Resource Planning (ERP) and other IT applications.

ii. Create an efficient review mechanism – Your Company has created a review mechanism under which all the businesses are reviewed for performance once in a month and functions are reviewed on a monthly/quarterly basis by the CEO and Managing Director. Additionally, a robust quarterly controls self-assessment (CSA) process is in place which enables process owners to perform self-assessment against the Risk and Control Matrices (RCMs). The CSA process enables the Company to monitor the adequacy and effectiveness of the internal control environment.

Further statutory compliances are monitored through online tool ‘Conformity. Amendments or new statutory requirements are also updated on a regular basis in the tool for effective tracking and adherence. This reinforces the Companys commitment to adopt best corporate governance practices. iii. Independent assurance – Your Company has appointed a Big Four firm as internal auditors to perform systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement. The Audit Committee reviews observations reported by Internal Auditors and implementation status of audit recommendations & improvements.

Additionally, the Statutory Auditors audited financial statements of the Company included in this Annual Report and have issued an Independent report on the Companys internal control over financial reporting (as defined in Section 143 of the Act). The Audit Committee acts as a governing body to monitor the effectiveness of the Internal Financial Controls framework.

To improve the controls in operations, your Company has established, for each line of business, the concept of financial decision making through operational committees. The entire purchase, credit control and capital expenditure decisions are taken jointly in committees.

A detailed note on Internal Control Systems and Risk Management is given under ‘Management Discussion and Analysis Report. CERTIFICATIONS

Responsible Care Management System (RCMS) & Integrated Management System (IMS)

The Company demonstrates its commitment towards Environment, Health, Safety and Security of its Employees, Work places, Surroundings including Communities by implementing Responsible Care RC 14001:2015 under American Chemistry Councils (ACC) Responsible Care? program. The Company is certified by DNV for RC 14001:2015 (Responsible Care?14001:2015) system at its Corporate office in Noida and Manufacturing sites in Gajraula, Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra. The Companys Corporate Office in Noida and Manufacturing facilities at Gajraula, Bharuch, Nira, Savli & Ambernath have been awarded Responsible Care Logo (RC Logo) by Indian Chemistry Council (ICC).

Responsible Care initiative encompasses comprehensive environmental management system, occupational health and safety, product stewardship, security, community outreach and transportation safety and aims at achieving and sustaining high standards of performance.

Gajraula, Nira, Bharuch and Savli Manufacturing facilities are certified under Integrated Management System program for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management system). The Corporate Office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO 9001:2015.

The Corporate Office in Noida is certified for Information Security Management System ISO/IEC 27001:2013.

Gajraula manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for FSSAI products and Good Manufacturing Practice (GMP). Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certification for several products.

Bharuch manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015 and Energy Management System (ISO 50001:2018). Niacinamide Manufacturing facility has been certified for WHO GMP, Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for Manufacturing and sale of Niacinamide for food application. The Company has also got GMP certification by SGS, GMP in compliance with FAMI-QS Code (version 6) for Production of relevant food/feed ingredients and other ingredient. Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified for Kosher, Halal-India, Halal Indonesia and FSSAI from Food Safety and Standards Authority of India.

Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for relevant food application. This facility is certified to Kosher, Halal-India and FSSAI licence from Food Safety and Standards Authority of India.

Savli manufacturing facility has been certified for Feed Safety Management System including GMP in compliance with FAMI-QS Code (version 6) for Production of specialty feed ingredients.

Ambernath manufacturing facility has been ISO 9001:2015 certified for Quality Management System.

HUMAN RESOURCES

The Company believes ‘People are the cornerstone of its success in its endeavour to pursue business outcomes. The Companys people and processes strategy is designed along 4 drivers that centres on building and nurturing its talent and workplace experience.

Talent Availability:

Based on the principles of Organisation Effectiveness, the Company facilitate building an optimal organisation structure aligned to the business strategy. The Companys leverage attrition and retirements as an opportunity to right-size and redefine roles for the future. Through strong market mapping and Talent Acquisition practices, the Company bring in the right talent with skills and experiences that is necessary to drive the business growth. The Company strives to identify talent that is multi-skilled who can leverage the opportunities for growth available in the Company. The Companys Internal Job Posting (IJP) platform provides opportunities to employees to build their career within the Company. The Company also year on year on-board young talent in the form of Companys Trainee Development Program.

Building people capabilities:

The Company continued with targeted development programs to fuel the growth ambitions of its people by honing and nurturing their potential. As last year this year too, the Company continued its journey towards building people and thereby organisations capabilities. The Companys succession pipeline continued to remain strong and the Company has engaged in robust development interventions for senior leadership & successors for these roles. In order to nurture the multi-generational workforce, the Company impart continuous training through quarterly management & leadership programs that are delivered through multiple platforms like online courses, videos, Instructor led classroom sessions.

Fostering an inclusive Workplace:

In the Company, Diversity and Inclusion (D&I) is a business imperative. The Company believes that a diverse workforce is indispensable to its success, and that an inclusive, equitable environment makes us thrive. The Company is pleased to announce that significant progress has been made across all three focus areas of its D&I strategy– Hiring, Retention & becoming culturally inclusive, taking the overall women strength to 6.1% as against 5.1% reported last year.

Enhanced Employee Experience:

Trust & transparency is one of the major building blocks for creating enhanced employee experience. And ‘Pay for Performance philosophy is seen as one of the critical elements for giving the employees a sense of confidence. The development feedback conversations round the year enable a dialogue on strengths, employee aspirations and career growth opportunities. As part of experience building, the year also saw reward & recognition transitioning to a digital platform with intent of providing Richer experience of availing monetary benefits as well as non-monetary experiences. With a strong emphasis on mental health, the Company partnered with Silver Oaks for Employee Wellness Assistance program. This year the Company also conducted an Employee Experience survey in partnership with WTW (Willis Towers Watson). The Company continued its efforts of keeping its people informed and aware of major business decisions and announcements through employee communication and town-halls. The Company standardised and harmonised its processes to simplify and bring uniformity across sites. During the year, the Company enjoyed cordial relations with its employee groups. There were no instances of labour unrest or disputes at any of the manufacturing sites. The Company signed a long-term wage settlement for Gajraula which has been a Win-Win and one of its kind, with cultural change and cost efficiency knitted together. Peaceful Industrial Relations and Eco-System was maintained through out the year in all sites resulting in "Zero" production Loss.

VIGIL MECHANISM

Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the Companys website at the following https://www. jubilantingrevia.com/investors/corporate-governance/policies-and-codes/whistle-blower-policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is afirmed that no personnel of the Company have been denied access to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) is an essential pillar of Jubilant. CSR activities at Jubilant are in accordance with the provisions of Section 135 read with Schedule VII to the Act. The CSR initiatives at the Company are in line with the United Nations Sustainable Development Goals (SDGs).

Jubilant Bhatia Foundation (‘JBF), formed in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group works towards conceptualisation and implementation of CSR activities of all group companies of Jubilant. The Companys CSR activities are in Healthcare, Education & Livelihood. With 4P (Public-Private-People-Partnership) model, the CSR activities of the Company focuses towards empowering and adding value in the lives of the communities around the area of operations of the Company. JBFs detailed activities are available on its website www.jubilantbhartiafoundation.com.

During FY 2023, with a vision to bring progressive social change through strategic multi-stakeholder partnership involving knowledge generation & sharing, experiential learning and entrepreneurial ecosystem, the Company continued working towards enhancing the quality of life of the community around the manufacturing locations. The brief information of CSR activities carried out by the Company is stated below:

A. Providing affordable basic & preventive health care: The target was reaching out to around 4.8 lacs populations in 186 villages through Jubilant.

Aarogya: The aim is to provide affordable healthcare through mobile & static clinic enabled with JUBICARE

- Tele-clinic platform along with need based health awareness camps.

Audio Messages and counselling for expecting mothers (Swasthya Prahari): The Company sends a pre-recorded voice message related to information on well-being and nutritional requirements to the expecting/ pregnant mothers.

Village Health profiling Project: The aim is to identify health-related issues and prioritising the public health.

Combating Malnutrition: The aim is to provide Poshan Kits to malnourished kids as identified by Government.

End Tuberculosis (TB): The aim is to raise awareness on TB and also to support Government initiative of ‘Yes.

B. Supporting Rural Government Primary Education: This initiative has catered over 100 schools and 30,000 beneficiaries (students & teachers), covering 100 villages through Khushiyon Ki Pathshala, Mobile Science lab and Muskaan Kitaab Ghar.

Khushiyon Ki Pathshala: A child centric program where with teachers acting as facilitators. This project entails training of teachers on making the school more inclusive and thereby, creating a child friendly society. It also helps in moulding the teachers personality.

Mobile Science Lab: The aim is to teach the students having rural backgrounds by providing hands-on science experiments through Mobile Science Lab at Bharuch & Savli in Gajraula.

Muskaan Kitaab Ghar: The aim is to increase accessibility of the books to every child and thereby, improving the readability & learning parameters and reducing absenteeism from the schools.

C. Working towards providing Sustainable livelihood to the community through Nayee Disha, Samridhhi, Digital Saheli, Jubifarm, Soochnapreneurs /Jansuvidha Kendra and Wementorship Programs.

Nayee Disha: This is a skill development program which is carried out in the vocational centre at Bharuch & Nira in Gajraula.

Samriddhi: The aim is to empower women by promoting entrepreneurial venture and thereby, generating a source for sustainable income. The project Neem Pulverization under Samriddhi is operational in Gujarat.

Digital Saheli: This program is launched in Gajraula. Under this program 500 women are on-boarded, trained and deployed for rural marketing e-commerce application.

JubiFarm: The aim of this initiative is to promote agri-business in remote areas and make it as a source of livelihood. Program Pashu Sakhi was launched with the object of promoting livestock farming among poor and marginal livestock farmers. This program aims at increasing the level of income. Initiatives under Prayavaran Sakhi aim to promote rural women entrepreneurship through formation of SHG on a self – sustainable model. The project includes plantation of neem saplings in the wasteland by SHG women.

Soochnapreneur/Jansuvidha Kendra: The purpose of this program is to connect the community members for their social and financial security with government welfare schemes.

Wementorship Program: The aim is to raise the young womens participation in the manufacturing sector by creating an environment that is friendlier to the needs of the young women in the industry. 80 women are selected for this program. Requisite workplace skills, practical industry exposure & knowledge are provided to them by mentoring.

The Company has constituted the Sustainability & CSR Committee to review and oversee the Sustainability and CSR initiatives of the Company.

As on date, the Committee comprises Ms. Sudha Pillai, Chairperson, Mr. Hari S. Bhartia, Mr. Arun Seth, Mr. Sushil Kumar Roongta, Mr. Pradeep Banerjee, Ms. Ameeta Chatterjee, Mr. Priyavrat Bhartia, Mr. Arjun Shanker Bhartia and Mr. Rajesh Kumar Srivastava.

A detailed note on Sustainability & CSR Committee is given under ‘Corporate Governance Report.

Annual Report on CSR for FY 2023 including contents of the CSR Policy is attached as Annexure-4.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received. The disclosure of complaints in relation to the Sexual Harassment of Women at Workplace is given under ‘Corporate Governance Report.

OTHER DISCLOSURES

1. Extracts of Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Act, the annual return for FY 2023 has been uploaded on the Companys website and can be accessed at https://www.jubilantingrevia.com/investors/ financials/annual-reports.

2. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of FY 2023.

3. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipient have been disclosed in note no. 5 and 6 to the standalone financial statements.

4. Particulars of contracts or arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions (‘RPTs) for 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 in terms of the Act and Listing Regulations, as amended.

All RPTs entered into during FY 2023 were in the ordinary course of business and on arms length basis. No material RPTs were entered into during FY 2023 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. 37 to the standalone financial statements which sets out the Related Party disclosures.

5. Material Changes in Financial Position: No material change or commitment has occurred after the close of FY 2023 till the date of this Report, which affects the financial position of the Company.

6. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations.

7. Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

8. Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or commission from any of its subsidiaries.

CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering the best corporate practices prevalent globally. A detailed Report on Corporate Governance is attached as Annexure-5 and forms part of this Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors acknowledge their gratitude for the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, debenture-holders, financial institutions, banks/ other lenders, debenture trustees, customers, vendors and other business associates for the confidence reposed by them in the Company and its management and look forward to their continued support. The Board also places on record its appreciation for the dedication and commitment of the Companys employees at all levels, which has continued to be our major strength and we look forward to their continued support in the future.

For and on behalf of the Board
Shyam S. Bhartia	Hari S. Bhartia
Chairman	Co-Chairman
(DIN: 00010484)	(DIN: 00010499)
Place: Noida
Date: May 16, 2023