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

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 Company's 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://
www.iacpl.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 Hon'ble
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 Hon'ble 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://www.iacpl.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 Company's 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 re¬
appointed 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.: P2001 DE052900), 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://
www.iacpl.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 plant's received below
awards during the year:

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

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

• Kapasan plant has received "Grow Care Safety
Award" in Gold category for plant's 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 (www.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 Jubilant's
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 company's
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 foundation's efforts are dedicated to improving the
quality of life for communities near their manufacturing
sites.

For more detailed information, you can visit their
website: www.iubilantbhartiafoundation.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 (www.iacpl.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
investorsiacpl@iubl.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 Company's 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
Company's website and can be viewed at the
following link: www.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 arm's 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 Board's
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: investorsiacpl@iubl.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 co¬
operation 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