2. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The financial performance of the Company for FY 2025 is summarised below:

('/Million)

Your Directors are pleased to present the
6^th (sixth) Report together with the Audited
Standalone and Consolidated Financial
Statements for the financial year (‘FY')
ended March 31,2025.

1. OVERVIEW

Jubilant Ingrevia Limited (the
‘Company' or ‘Jubilant Ingrevia') is
a globally integrated Life Sciences
& Specialty Chemicals company,
serving Pharmaceutical, Nutrition,
Agrochemical, Consumer and
Industrial customers. It has a portfolio
of over 130 products and customized
solutions that are innovative, cost-
effective and conform to global
quality standards.

It has over 40 years of legacy in the
chemicals industry and is amongst
the top players globally in Pyridine &
Picolines, Pyridine derivatives, Acetic
Anhydride, Vitamin-B3 and many

(i) Standalone Financials

In FY 2025, on a standalone basis,
your Company recorded total revenue
from operations ' 39,412 million as
against ?39,872 million in FY 2024.
EBITDA stood at ' 5,557 million with
EBITDA margins at 14 % in FY 2025
as against EBITDA of ' 4,384 million
with EBITDA margins at 11 % in
FY 2024 and PAT was ' 2,634 million
in FY 2025 as against ' 1,624 million
in FY 2024.

(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.

On a consolidated basis, your
Company reported revenue from
operations ' 41,776 million in
FY 2025 as against ' 41,358 million in
FY 2024, EBITDA was ' 5,569 million
in FY 2025 as against ' 4,564 million
in FY 2024 and PAT was ' 2,512
million in FY 2025 as against ' 1,829
million in FY 2024.

iii. Performance Review

During FY 2025, the segment revenue
from the Specialty Chemicals was
' 18,180 million as against ' 15,855
million in FY 2024, Nutrition and Health
Solutions was ' 7,473 million in FY
2025 as against ' 6,800 million in FY
2024 and Chemicals Intermediates
revenue was ' 16,123 million in
FY 2025 as against ?18,703 million in
FY 2024. The overall EBITDA in
FY 2025 was ' 5,569 million as against
' 4,564 million in FY 2024 translating
to EBITDA margin of 13 % in FY 2025
as against 11 % in FY 2024.

The net profit attributable to the
owners of the Company was ' 2,512
million in FY 2025 as against ' 1,829
million in FY 2024 and the basic EPS
stood at ' 15.89 (Diluted ' 15.84 ) in
FY 2025 as against ' 11.56 (Diluted
' 11.55) in FY 2024.

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

3. PARTNERED WITH O2
RENEWABLE ENERGY
XVIII PRIVATE LIMITED
(‘O2 ENERGY’) FOR
ACQUISITION OF UPTO
28% STAKE

The Company partnered with O2
Renewable Energy XVIII Private
Limited, a group company of O2
Power SG PTE. Ltd., Singapore, a
leading renewable energy developer
for acquisition of upto 28% stake
for purchase of renewable energy
power generated from the Captive
Generating Plant. This partnership
marks a significant step for the
Company towards establishing
renewable energy power generation
using hybrid open access through
solar and wind sources. The Company
aims to access renewable energy
through a captive arrangement,
fulfilling the Company's power
requirements and meeting its
increasing demand from green
energy to power its manufacturing
facilities at Gajraula, Uttar Pradesh
and Savli, Gujarat. This represents an
important milestone in the Company's
sustainability journey by reducing
dependence on non-renewable
energy sources and reducing its
carbon footprint. Up till March 31,

2025, the Company has acquired

19.97% stake in O2 Renewable
Energy XVIII Private Limited.

Further, in FY 2025, the Company
through its subsidiary company,
Jubilant Infrastructure Limited (‘JIL’),
entered into a strategic partnership
with O2 Renewable Energy III Private
Limited to enhance Company’s Special
Economic Zone (SEZ) manufacturing
facility located in Bharuch, Gujarat.

This initiative advances the Company’s
commitment to clean energy adoption,
complementing our previous efforts at
the Savli and Gajraula manufacturing
sites.

Our ongoing collaboration with O2
Power is a testament to our dedication
to sustainability and responsible
business practices. The agreement for
the Bharuch facility ensures that 50%
of its total power requirements will be
sourced from renewable energy, which
will be integrated into its operations.

With this agreement in place, over
35% of Jubilant Ingrevia’s total energy
needs across all manufacturing
units will now be fulfilled through
renewable sources. This initiative not
only supports our goal of reducing
our carbon footprint but also plays a
vital role in propelling India's transition
toward clean and sustainable energy,
all while delivering long-term value to
our stakeholders.

4. ACQUISITION OF SHARES
OF FORUM I AVIATION
PRIVATE LIMITED (‘FAPL’)

During FY 2025, JIL, a wholly owned
subsidiary of the Company has
acquired 6.67% equity Share of FAPL.

Post-acquisition, JIL holds 15.79%
equity shares of FAPL.

5. TRANSFER TO RESERVES

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

6. DIVIDEND

Your Directors are pleased to
recommend a final dividend of
' 2.50 (250%) per equity share of
' 1 each, which if approved at the
ensuing Annual General Meeting
(‘AGM’), 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 (‘NSDL’) and
Central Depository Services (India)
Limited (‘CDSL’) as on record date i.e.
Friday, July 25, 2025.

Additionally, during the year, the
Board of Directors of the Company
declared an interim dividend of
' 2.50 (250%) per equity share at its
Board Meeting held on January 28,
2025. The total dividend for the year
would be ' 5 (500 %) per equity share
aggregating to ' 796 million (Rupees
seven hundred and 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.iubilantingrevia.com/
investors/corporate-governance/
policies-and-codes/dividend-
distribution-policy

In view of the changes made under
the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid
or distributed by the Company
shall be taxable in the hands of the
Shareholders.

The Company shall, accordingly,
make the payment of the final
dividend after deduction of tax at
source (TDS).

7. CHANGE IN NATURE OF
BUSINESS

During FY 2025, there was no change
in the nature of Company's business.

8. CAPITAL STRUCTURE

(a) Share Capital

During the financial year, there was

no change in the authorised share
capital of the Company. As on March
31,2025, the subscribed, issued and
paid-up share capital of the Company
stood at ' 159.28 million comprising
159.28 million equity shares of
' 1 each.

Further, during the financial year, the
Company has not raised the funds
through preferential allotment or
qualified institutions placements.

(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’) (collectively referred
as “Schemes’) for the employees
of the Company and its subsidiary
companies. These Schemes aims to
attract and retain talented employees,
motivate them with incentives and
rewards, achieve sustained growth
and shareholder value by aligning
employee interests with long-term
wealth creation, and foster a sense of
ownership and participation among
employees.

ESOP-2021 and JIGEBS-2021,
instituted by the Company, are in
compliance with SEBI (Share Based
Employee Benefits and Sweat
Equity) Regulations, 2021 (‘SEBI
ESOP Regulations’). Disclosures
in compliance with SEBI ESOP
Regulations, are uploaded on
the website of the Company at
https://www.jubilantingrevia.com/
investorsfinancials/annual-reports

The certificate from the Secretarial
Auditor on the implementation of the
ESOP-2021 and JIGEBS-2021 in
accordance with Regulation 13 of the
SEBI ESOP Regulations, has been
uploaded on the Company's website
at https://www.jubilantingrevia.com/
investors/financials/annual-reports.
Furthermore, the Company has
adhered to the applicable accounting
standards in this regard.

During the year under review, the
Company did not provide any loans
to its employees for the purchase of
Company's shares.

9. SUBSIDIARIES,

ASSOCIATE AND JOINT
VENTURE COMPANIES

Highlights of performance of
subsidiaries & associate 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.

Brief particulars of the subsidiaries
and associate companies on a stand¬
alone basis are given below:

(i) Jubilant Infrastructure
Limited (‘JIL’)

JIL, a 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,
effluent treatment, incinerator, roads
and DM water. The construction of
a Captive Power Plant of 10MW
with 98TPH high pressure boiler will
be completed by FY 2026. This will
facilitate meeting out the requirement
of steam & power of JIL, Jubilant Agro
Sciences Limited (‘JASL’) and Jubilant
Ingrevia at optimized cost.

JIL has three units of Jubilant Ingrevia
and one unit of JASL in SEZ.

Total income of JIL during the FY 2025
was ?2,158 million as against ' 2,117
million in FY 2024.

(ii) Jubilant Agro Sciences Limited

JASL, a wholly owned subsidiary of
the Company, has set up its Crop
protection chemicals and Agro active/
intermediates manufacturing facilities
in Bharuch.

During FY 2025, JASL has entered
into an agreement for Contract
Manufacturing of an Agro intermediate
with a leading Agrochemical Company
to produce an Agro Intermediate for

one of the key Agro actives of the
Customer.

Total income of JASL during FY 2025
was ' 126 million as against ' 30
million for FY 2024.

(iii) Jubilant Ingrevia (USA)

Inc. (‘JI-USA’)

JI-USA, incorporated in Delaware-
USA, is a wholly owned subsidiary
of the Company. The name of the
company was changed from Jubilant
Life Sciences (USA) Inc. to Jubilant
Ingrevia (USA) Inc. effective from April
17, 2025. JI-USA undertakes sales,
distribution and business transactions
of the Company's products in
Americas.

Total income of JI-USA during
FY 2025 was ' 3,124 million as against
' 2,404 million reported for FY 2024.

(iv) 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 2025 was ' 70 million as against
' 65 million reported for FY 2024.

(v) Jubilant Life Sciences (Shanghai)
Limited (‘JLS-Shanghai’)

JLS-Shanghai, incorporated in China,
is a wholly owned subsidiary of
Jubilant Life Sciences International
Pte. Limited, Singapore (JLSIPL).

It undertakes sales, distribution
and business transactions of the
Company's products in China.

Total income of JLS-Shanghai during
FY 2025 was ' 945 million as against
' 901 million reported for FY 2024.

Material Subsidiary

(i) 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 Company's products in the
European markets. Total income of
JLS NV during FY 2025 was
' 5,798 million as against ' 6,030
million reported for FY 2024. As on
March 31,2025, the Company JLS
NV was material subsidiary as per

the parameters laid down under the
Listing Regulations, as amended.

The Company's policy on material
subsidiaries can be accessed at
https://www.iubilantinarevia.com/
investors/corporate-governance/

Associate companies

(i) MISTER Veg Foods Private
Limited (‘MVFPL')

Your Company holds 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 soya
chaap products and mainly markets
its products in India. This is a growing
segment in the domestic market with
potential for scale up.

(ii) AMP Energy Green Fifteen
Private Limited (‘AMP Energy')

Your Company holds 26% of equity
share capital of AMP Energy. The
Company has 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.

10. STATUTORY AUDITORS

In terms of provisions of Section 139
of the Act, M/s. Walker Chandiok &

Co LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013),
were appointed as Statutory Auditors
of the Company, for a term of 5 (five)
consecutive years from the conclusion
of 1^st Annual General Meeting (AGM)

11. 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. The Cost Audit Report for
FY 2024 was filed with Ministry of
Corporate Affairs.

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 2026. M/s
J. K. Kabra & Co., being eligible, have
consented to act as the Cost Auditors
of the Company for FY 2026.

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 ratification of remuneration
payable to M/s J.K. Kabra & Co., Cost
Accountants for FY 2026.

The Cost Audit Report issued for
FY 2025, does not contain any
qualification, reservation, or adverse
remark. During the year under review,
the Cost Auditors have not reported
any instances of fraud under Section
143(12) of the Act and therefore
disclosure of details under Section
134(3)(ca) of the Act is not applicable.

For further details on the proposed
ratification of remuneration payable to
the Cost Auditors, please refer to the
Notice of the 6^th AGM.

12. SECRETARIAL AUDIT

In terms of provisions of Section 204
of the Act, read with the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014,
the Board of Directors (the Board),

at its meeting held on October 22,
2024, had appointed M/s Sanjay
Grover & Associates, Company
Secretaries (Firm Registration No.:
P2001DE052900, Peer Review
Certificate No.: 4268/2023) to conduct
the Secretarial Audit for FY 2025.

The Secretarial Audit Report and
Secretarial Compliance Report
for FY2025, does not contain any
qualification, reservation, or adverse
remark. During the financial year, the
Secretarial Auditors have not reported
any instances of fraud under Section
143(12) of the Act and therefore
disclosure of details under Section
134(3)(ca) of the Act is not applicable.
The Secretarial Audit Report for
FY2025 is annexed to this report as
Annexure -1.

The Board, at its meeting held
on May 13, 2025, based on the
recommendation of the Audit
Committee, has considered,
approved, and recommended to
the Members of the Company the
appointment of M/s. DMK Associates,
Company Secretaries (Firm
Registration No.: P2006DE003100,
Peer Review Certificate No.:
(6896/2025) as Secretarial Auditors of
the Company.

The proposed appointment is for a
term of 5 (five) consecutive years
from FY 2026 to FY 2030, on payment
of such remuneration as may be
mutually agreed upon between the
Board and the Secretarial Auditors
from time to time.

M/s. DMK Associates, Company
Secretaries have confirmed that
they are not disqualified from being
appointed as the Secretarial Auditors
of the Company and satisfy the
prescribed eligibility criteria.

For further details on the proposed
appointment of Secretarial Auditors,
please refer to the Notice of the
6^th AGM.

13. COMPLIANCE WITH

SECRETARIAL STANDARDS

The Company has generally complied
with all the applicable provisions of
Secretarial Standard on Meetings
of Board of Directors (SS-1) and
Secretarial Standard on General
Meetings (SS-2), respectively issued

by Institute of Company Secretaries
of India.

14. BOARD OF DIRECTORS
AND KEY MANAGERIAL
PERSONNEL

As on the date of this Annual Report,
the Board comprises a diverse mix
of Executive and Non-Executive
Directors including Independent
Directors.

Change in Directorate

» Mr. Chandan Singh Sengar (DIN:
09657339), Co - CEO & Whole
time Director superannuated
from the services of Company
effective from close of business
hours of October 31,2024. The
Board places on record its sincere
appreciation for his contribution
towards the success of the
Company, during his tenure as Co-
CEO & Whole-time Director of the
Company.

» The Board on recommendation of
the Nomination, Remuneration &
Compensation Committee (‘NRC')
of the Company, appointed Mr.
Vijay Kumar Srivastava (DIN:
07381359) as Chief of Operations
& Whole-time Director of the
Company effective from November
1,2024 for a period of 5 years. The
appointment was duly approved
by the members of the Company
through postal ballot on January
21,2025.

» Mr. Arjun Shanker Bhartia (DIN:
03019690) resigned as Director
on the Board of the Company
effective from July 31,2025. The
Board places on record its sincere
appreciation for his contribution
towards the success of the
Company during his tenure as
Director of the Company.

» In terms of the applicable
provisions of the Act and the
Articles of Association of the
Company, Mr. Hari S Bhartia (DIN:
00010499) and Mr. Deepak Jain
(DIN: 10255429), are liable to retire
by rotation at the ensuing AGM and
being eligible have offered their
candidature for re-appointment.

The re-appointment of directors
liable to retire by rotation has been

recommended to the Board by the
NRC.

» The Board on recommendation
of the NRC, appointed Ms. Aashti
Bhartia (DIN 02840983) as an
Additional Director of the Company
effective from August 1, 2025.

She holds office up to the date
of ensuing AGM of the Company
and is eligible for appointment
as a Director of the Company.

A resolution proposing her
appointment will be placed before
the shareholders for their approval.
The appointment of Ms. Aashti
Bhartia, director liable to retire by
rotation, has been recommended
to the Board by the NRC.

» Ms. Sudha Pillai (DIN: 02263950),
Mr. Sushil Kumar Roongta
(DIN: 00309302), Mr. Arun Seth
(DIN: 00204434), Mr. Pradeep
Banerjee (DIN: 02985965), Mr.

Siraj Azmat Chaudhry (DIN:
00161853) were appointed as
Non-Executive Independent
Directors of the Company for
a term of 5 (Five) consecutive
years, i.e., from February 6,

2021 to February 5, 2026. It is
proposed to reappoint them for
a second term with effect from
February 6, 2026 up to February
5, 2031. The NRC and the Board
of Directors of the Company
have, vide resolutions passed
at their respective Meetings on
May 13, 2025, recommended and
approved, the re-appointment of
Ms. Sudha Pillai (DIN: 02263950),
Mr. Sushil Kumar Roongta (DIN:
00309302), Mr. Arun Seth (DIN:
00204434), Mr. Pradeep Banerjee
(DIN: 02985965), Mr. Siraj Azmat
Chaudhry (DIN: 00161853) as
the Non-Executive Independent
Directors of the Company in terms
of applicable provisions of the
Listing Regulations, Sections 149,
150 and 152, Schedule IV and
other applicable provisions, if any,
of the Act read with the Companies
(Appointment and Qualification of
Directors) Rules, 2014 (including
any statutory amendment(s)
or modification(s) thereto or
enactment(s) or re-enactment(s)
thereof for the time being in force),
to hold office for the second
consecutive term commencing
from February 6, 2026 to February

5, 2031, not liable to retire by
rotation, subject to the approval
of the Members. The Company
has received the consents from
Ms. Sudha Pillai (DIN: 02263950),

Mr. Sushil Kumar Roongta (DIN:
00309302), Mr. Arun Seth (DIN:
00204434), Mr. Pradeep Banerjee
(DIN: 02985965), Mr. Siraj Azmat
Chaudhry (DIN: 00161853) and also
their declarations confirming that
they are not disqualified from being
re-appointed as Directors in terms of
Section 164 of the Act and that they
meet the criteria of independence
as provided under Section 149(6) of
the Act as well as Regulation 16(1)
(b) of the Listing Regulations. They
have also confirmed that they are
not debarred from holding office of
Director by virtue of any SEBI order
or any such authority.

In compliance with Section 150 of the
Act, read with Rule 6 of the Companies
(Appointment and Qualification of
Directors) Rules, 2014, the details of
all the Independent Directors have
been registered with the databank
maintained by the Indian Institute of
Corporate Affairs (IICA). Further, all the
Independent Directors have passed the
online proficiency self-assessment test
conducted by IICA except those who
have been exempted by the Act.

In the opinion of the Board, the
Independent Directors of the Company
are persons of high repute, integrity
and possesses the relevant expertise
and experience in the respective fields.
They fulfil the conditions specified in the
Act, Rules made thereunder and Listing
Regulations and are independent of the
management.

None of the Directors on the Board of
the Company has been debarred or
disqualified from being appointed or
continuing as directors of companies
by the Securities and Exchange Board
of India, Ministry of Corporate Affairs or
any other statutory authority.

Brief resume, nature of expertise,
disclosure of relationship between
Directors inter-se, details of
directorships and committee
membership held in other companies
of the Directors proposed to be
appointed/re-appointed, along with
their shareholding in the Company, as

stipulated under Secretarial Standard
2 and Regulation 36 of the Listing
Regulations, is appended as an
Annexure to the Notice of the 6^th AGM.

Key Managerial Personnel

Pursuant to the provisions of Section
203 of the Act, Mr. Deepak Jain, CEO
& Managing Director, Mr. Vijay Kumar
Srivastava, Chief of Operations &
Whole - Time Director, Mr. Varun
Gupta, President & Chief Financial
Officer and Ms. Deepanjali Gulati,
Company Secretary & Compliance
Officer are the Key Managerial
Personnel of the Company as on
March 31,2025.

Change in Key Managerial
Personnel during the financial year

During the financial year, Mr. Chandan
Singh Sengar, Co-CEO & Whole-time
Director, superannuated from the
services of the Company effective
from close of business hours of
October 31,2024 and Mr. Vijay Kumar
Srivastava was appointed as Chief of
Operations & Whole-time Director of
the Company effective from November
1,2024 for a period of 5 years.

Mr. Prakash Chandra Bisht,

President & Chief Financial Officer
superannuated from the services
of Company effective from close of
business hours of June 30, 2024 and
Mr. Varun Gupta was appointed as
President & Chief Financial Officer of
the Company effective August
12, 2024.

15. MEETINGS OF THE
BOARD

During the financial year, 5 (five)
meetings of the Board of Directors of
the Company were held.

For details of these Board meetings,
please refer to the section
on Corporate Governance of this
Annual Report.

16. COMPOSITION OF AUDIT
COMMITTEE

The Board has constituted an Audit
Committee that performs the roles and
functions mandated under the Act and
Listing Regulations.

During the financial year, the Board
has accepted the recommendations
of the Audit Committee on various
matters, with no instances where such
recommendations have not been
accepted.

For further details on the composition
of the Audit Committee, its terms
of reference and attendance at
its meetings, please refer to the
Corporate Governance Report.

17. DECLARATION

FROM INDEPENDENT
DIRECTORS

The Company has, inter-alia, received
the following declarations from all the
Independent Directors confirming that:

(i) they meet the criteria of
independence as prescribed
under the provisions of the
Act, read with the Rules made
thereunder, and the Listing
Regulations. There has been
no change in the circumstances
affecting their status as
Independent Directors of the
Company;

(ii) they have complied with the
Code for Independent Directors
prescribed under Schedule IV to
the Act; and

(iii) they have registered themselves
with the Independent Director's
Database maintained by the
Indian Institute of Corporate
Affairs.

The Independent Directors have also
confirmed that they are not aware
of any circumstance or situation
that exists or may be reasonably
anticipated that could impair or
impact their ability to discharge their
duties with an objective independent
judgment and without any external
influence.

The Board has taken on record
the declarations and confirmations
submitted by the Independent
Directors after undertaking due
assessment of the veracity of the
same. In the opinion of the Board,
all Independent Directors possess
requisite qualifications, experience,
expertise and hold high standards of

integrity required to discharge their
duties with an objective independent
judgment and without any external
influence.

List of key skills, expertise and core
competencies of the Board, including
the Independent Directors, forms a
part of the Corporate Governance
Report of this Annual Report.

18. 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.iubilantingrevia.
com/investors/corporate-governance/
policies-and-codes/appointment-and-
remuneration-policy.

19. ANNUAL PERFORMANCE
EVALUATION OF THE
BOARD

The details of annual performance
evaluation of the Board, its
committees and of individual
Directors form part of the Corporate
Governance Report attached to this
Report.

20. 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 31,2025 and of the

profits of the Company for the
year ended March 31,2025;

(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 Company's
internal financial controls were
adequate and effective during
FY 2025; 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.

21. 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.

process of identification, evaluation,
prioritisation, mitigation, monitoring
and communication of risk as a part
of the risk management policy. The
Company's commitment to sound
governance extends beyond policy.
The Company has established
a foundation of well-defined and
communicated corporate values. Clear
lines of accountability, appropriate
delegation of authority, and a
comprehensive set of processes and
guidelines ensure transparency and
responsible decision-making across
the organization. The Company's
growth strategy thrives on calculated
risk-taking and to ensure long-term
success, the Company prioritize
the implementation of robust
risk management practices and
comprehensive internal financial
controls. These frameworks serve
as the foundation for Company's
operations, guiding decision-making
and safeguarding the ability to achieve
established strategic objectives.

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) risk

ii) Geo-Economic, Geo-Political &
Macroeconomic Instability risk
(Emerging Risk)

iii) Inadequate Research &
Development risk

iv) Delay in growth projects / capex
risk

v) Loss of market & competitiveness
risk

vi) Human resource risk: acquiring
and retaining skilled talent

vii) Regulatory & compliance risk

viii) Cyber threats risk

ix) ESG & Sustainability risk

x) Individual & Group activism risk

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 Company's continued
competitive advantage and achieving
the Company's desired business
objectives.

Implementation of Internal
Financial Controls

The Company's 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,
the Company has worked on three
lines of defence strategy which is as
under:

(i) Build internal controls into
operating processes - To this
end, the 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 - The 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 & Managing
Director. Additionally, a robust
quarterly controls self-assessment
(CSA) process is in place. In FY
2025, we successfully deployed
the Company's own “I-Assurance”
Software for this process. This
tool empowers process owners

to conduct self-assessments
against the Risk and Control
Matrices (RACM) on a quarterly
basis. The CSA process plays
a crucial role in enabling the
Company to continuously monitor
and enhance the adequacy and
effectiveness of our 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 Company's commitment to
adopt best corporate governance
practices.

(iii) Independent assurance -

The 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 Company's
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,
the 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’.

24. CERTIFICATIONS

Responsible Care & Integrated

Management System

» The Company demonstrates
its commitment towards
Environment, Health, Safety
and Security of its Employees,
Work places, Surroundings
including Communities by
implementing Responsible Care
RC 14001:2023 under American
Chemistry Council's (ACC)
Responsible Care® program. The
Company is certified by DNV for
RC 14001:2023 (Responsible
Care®14001:2023) system at its
Corporate Office in Noida and
Manufacturing sites in Gajraula,
Uttar Pradesh, Bharuch in Gujarat
and Nira in Maharashtra.

» The Company's Corporate Office in
Noida and Manufacturing facilities;
Gajraula in Uttar Pradesh, Bharuch
in Gujarat, Savli in Gujarat, Nira
in Maharashtra, & Ambernath in
Maharashtra have been awarded
for Responsible Care Logo (RC
Logo) by Indian Chemical
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.

» Our manufacturing facilities;
Gajraula in UP, Bharuch and
Savli at Gujarat and Nira in
Maharashtra 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.

(ISO 22000:2018) for relevant food
applications. This facility is certified
by Kosher, Halal-India, and FSSAI.

» Savli manufacturing facility has
been certified for Feed Safety
Management System including
GMP in compliance with FAMI-
QS code (version 6) to produce
specialty feed ingredients.

» Ambernath manufacturing facility is
ISO 9001:2015 certified for Quality
Management Systems.

25. HUMAN RESOURCES

Powering Purpose,

Performance & Possibility

At Jubilant Ingrevia, our people are
the heart of our purpose and progress.
Every achievement-from innovation
to transformation-is powered by their
passion, resilience, and commitment.
Our culture is intentionally designed to
empower individuals, foster inclusion,
and unlock potential at every level
of the organization. The recent Great
Place to Work certification stands as
a testament to the trust, pride, and
camaraderie that define life at Jubilant
Ingrevia-affirming our belief that when
people thrive, performance follows.

Our people philosophy is deeply
rooted in our core values of Caring,
Sharing, and Growing:

Caring: Safety, Well-being &
Inclusion

Safety is non-negotiable. We embed it
into leadership behaviors, workplace
practices and employee engagement
through structured safety walks, digital
tools and employee-led initiatives
like 5S.

Our 24/7 Employee Wellness
Assistance Program supports
emotional, legal, nutritional, and
financial well-being. Inclusion is a
key driver of progress-initiatives like
WINGS, Ascend, and Empow(H)er have
increased women's representation to
6.7%, with a record 12% women
hiring and reduction in women attrition
by 10%.

We've enhanced onboarding through
the SUPER-X pre-onboarding, and
Aarambh onboarding programs,

creating a more inclusive and
supportive experience for new joiners.

Growing: Talent Development
& Leadership Alignment

To stay agile and future-ready, we've
refreshed our talent pool with clear
KRAs, performance-driven culture
and structured succession planning.
We deliver an average of 3.8 training
days per employee, with leadership
development through global programs
like Wharton and our in-house
Leadership Academy.

Campus engagement and
apprenticeships bring in fresh
talent - strengthening our pipeline
and promoting diversity. Targeted
initiatives have also improved
retention and engagement scores.

Digital transformation is accelerating
through tools like Concur, SURGE,
Wrench, and cloud-based HRIS. HR
bots and real-time support portals
enhance employee experience,
while over 200 connects, including
townhalls ensure transparent
communication.

Our Rewards & Recognition framework
engages 39% of employees, utilizing
98% of the allocated budget to
celebrate excellence quarterly.

Sharing: Purpose Beyond Business

Our people extend their impact
beyond the workplace. CSR initiatives
in healthcare, education, and
infrastructure-supported by NGOs
like Ekta, Goonj, and Muskan-reflect
our commitment to community and
sustainability. We celebrate life
milestones, including retirement
ceremonies with family participation,
reinforcing our belief that people
matter beyond their roles.

Sustainability is embedded in our
ESG vision - Our performance is
benchmarked by DJSI, Global Vadis
and BRSR and we uphold rigorous
standards in procurement and
governance.

Looking Ahead: Empowering the
Future Together

As we advance on our PINNACLE 3 4
5 journey, we remain committed to
building a workplace where every
individual is valued, inspired and
equipped to lead change. Through

strategic development, inclusive
practices and a culture that celebrates
both performance and potential,
our people will continue to be the
catalyst for innovation, resilience
and sustainable growth at Jubilant
Ingrevia.

26. 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 Company's website at the
following https://www.iubilantingrevia.
com/investors/corporate-governance/
policies-and-codes/whistle-blower-
policy.

The Policy provides for adequate
safeguards against victimization
of employees who avail of the
mechanism and also provides for
direct access to the Chairperson of
the Audit Committee. It is affirmed that
no personnel of the Company have
been denied access to the
Audit Committee.

27. CORPORATE SOCIAL
RESPONSIBILITY

Corporate Social Responsibility (CSR)
constitutes a fundamental pillar of
Jubilant' s corporate philosophy. CSR
initiatives are strategically aligned
with the United Nations Sustainable
Development Goals (SDGs).” At
Jubilant, the CSR projects are
conceptualised and implemented by
Jubilant Bhatia Foundation (JBF),
formed in 2007, the not-for-profit
arm of Jubilant Bhartia Group. The
key focus area under CSR initiatives
are healthcare, education, and
livelihood with a 4P (Public-Private-
People-Partnership)approach with
an aim to uplift and add value to
the communities surrounding the
operational areas of the Company.

In FY 2025, Jubilant continued
working towards 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 in improving the quality
of life for communities near their
manufacturing sites through below
stated initiatives:

(i) Arogya- Providing affordable
basic & preventive health
care- The Company through
Jubicare initiative, is catering
around 5.7 lakh village population
near manufacturing units of

the Company namely Gajraula,
Nira, Savli and Bharuch with an
objective to achieve promote
health-seeking behaviour . The
project entails , providing effective
basic healthcare services to the
community through JBF Medical
Centre & Mobile Dispensary .

(ii) Muskaan-Supporting
Rural Government Primary
Education- The aim is to

strengthen the education and
providing learning environment
in rural areas in approximately
more than 100 schools and to
more than 33,000 beneficiaries
(students & teachers) through
below stated initiatives:

» Khushiyon Ki Pathshala:

The objective is to create more
inclusive and child-friendly
environment by training teachers
and youths to act as facilitators
in transforming the educational
environment and to ensure that
the students thrive and imbibe
values in themselves along with
the skills. The key component
of the program is to train youths
and teachers in making schools
inclusive, with an environment
where every child feels welcomed
and supported. The program
helps not only the youths and
teachers to develop their own
personalities but also to enhance
their ability to connect with and
support the students effectively.

» Mobile Science Lab: This
program aims to provide
hands-on science education to
students from rural backgrounds.
The purpose of establishing
the science lab in schools
is to develop & enhance the
understanding about science
and making science education

accessible and interactive for
students from rural backgrounds.

» School Digitization: The

objective is to improve the
mode of learning in government
schools. JBF is implementing
this school digitization program
through HP ALFA Program and
Edulab Program.

» Muskaan Kitaab Ghar: Through
this initiative, JBF has established
library in schools in rural areas so
that the books are accessible to
every student.

(iii) Nayee Disha is a holistic CSR
initiative aimed at empowering
rural youth and women around
plant locations by fostering
sustainable livelihoods
through skill development,
entrepreneurship, and modern
agriculture. The program operates
skill development centres at four
sites, offering training in tailoring,
beautician courses, basic
computer skills, Tally, desktop
publishing, internet usage, soap
and phenyl making, ornament
crafting, and bakery production
to equip individuals with
employable skills.

Under the Didi Ki Dukaan
initiative, rural women are
supported in launching small
businesses through a structured
process involving selection,
training, financial assistance,
access to microfinance, supply
chain linkages, and continuous
mentoring. Alongside, Neem
Pulverization Project

operational in Gujarat, focuses on
empowering women by involving
them in the production of neem-
based products. It aims to provide
a sustainable income source and
promote local entrepreneurship.

Complementing these efforts,
JubiFarm promotes holistic
rural development by educating
farmers on advanced and
climate-resilient farming
techniques, encouraging
innovative agricultural practices,
and diversifying income sources
to enhance sustainability and
resilience. Together, these
integrated efforts aim to build

self-reliant communities and drive
inclusive growth.

(iv) Bharat Impact, a Jubilant
Bhartia Centre for Social
Entrepreneurship, is dedicated
to nurturing social entrepreneurs
by providing incubation support,
education, and research
facilities. In collaboration with the
Indian Institute of Management
Ahmedabad (IIM A) as the
knowledge partner, the initiative
leverages expert guidance and
academic excellence to empower
changemakers. Jubilant Bhartia
Foundation (JBF) provides the
necessary infrastructure for
the centre, ensuring a robust
foundation for innovation and
impact. As part of its outreach, the
Impact Quest program has been
launched, bringing together the
first cohort of 15 promising social
entrepreneurs from across India
to accelerate their journey toward
creating meaningful change

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

Annual Report on CSR for
FY 2025 is attached as
Annexure-4.

28. POLICY ON PREVENTION
OF SEXUAL HARASSMENT
(‘POSH’) AT WORKPLACE

As per the requirement of the
Sexual Harassment of Women at
Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (POSH Act)
and Rules made thereunder, the
Company has complied with the
provisions relating to the constitution
of Internal Complaints Committee
under the POSH. The Company has
formulated a Policy on Prevention
of Sexual Harassment at Workplace
for prevention, prohibition and
redressal of sexual harassment
at workplace. Our POSH Policy is
inclusive and gender neutral, detailing
the governance mechanisms for
prevention of sexual harassment
issues relating to employees
across genders.

During the financial year, the Company
received 1 (one) complaint under
POSH, which was disposed off during
the financial year. Further, no case was

pending for more than ninety days.

The Annual Report as required under
POSH Act has been filed.

The disclosure in relation to the
Sexual Harassment of Women
at Workplace is also given under
‘Corporate Governance Report’.

29. EXTRACTS OF
ANNUAL RETURN

Pursuant to Section 92(3) read with
Section 134(3)(a) of the Act, the
annual return for FY 2025 has been
uploaded on the Company's website
and can be accessed at https://
www.iubilantingrevia.com/investors/
financials/annual-reports

30. PARTICULARS OF 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.

31. CREDIT RATING

The Company's financial discipline
and prudence is reflected in the
strong credit ratings ascribed by
rating agencies. The details of credit
rating are disclosed in the Corporate
Governance Report, which forms part
of this Annual Report.

32. PARTICULARS OF
CONTRACTS OR
ARRANGEMENTS WITH
THE RELATED PARTIES

The Company has a robust process
for approval of Related Party
Transactions (RPT) and dealing
with the Related Parties. In line with
the requirements of the Act and the
Listing Regulations, the Company has
formulated a Policy on Materiality of
Related Party Transaction & Dealing
with Related Party Transactions
(RPT Policy) which is also available
on the Company's website at https://
jubilantingrevia.com/investors/
corporate-governance/policies-and-
codes/policy-on-rpts.

The RPT Policy intends to ensure
that proper reporting, approval and

disclosure processes are in place for
all transactions between the Company
and its related parties.

All RPTs entered into during
FY 2025 were in the ordinary course
of business and on arm's length basis.
Prior omnibus approval is obtained
for RPTs which are of repetitive
nature and / or entered in the ordinary
course of business and are at arm's
length. All RPTs are subjected to
independent review by a reputed
Chartered Accountant firm to establish
compliance with the requirements
under the Act and Listing Regulations.

No material RPTs as defined in the
‘Policy on Materiality of Related
Party Transactions and Dealing with
Related Party Transactions' were
entered into during FY 2025 by the
Company. 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.

33. OTHER DISCLOSURES

During the year under review:

(i) no material change or
commitment has occurred after
the close of FY 2025 till the date
of this Report, which affects the
financial position of the Company.

(ii) no significant and material orders
were passed by the regulators

or courts or tribunals impacting
the going concern status of the
Company and or its operations in
future.

(iii) 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.

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

(v) no proceedings are made or
pending under the Insolvency
and Bankruptcy Code, 2016 and
there is no instance of one-time
settlement with any Bank or
Financial Institution.

(vi) the requirement to disclose the
details of the difference between
the amount of the valuation done
at the time of one-time settlement
and the valuation done while
taking a loan from the Banks

or Financial Institutions along
with the reasons thereof, is not
applicable.

(vii) no shares with differential voting
rights, sweat equity shares or
bonus shares have been issued.
The Company has only one class
of equity shares with face value of
' 1 each, ranking pari-passu.

(viii) 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 2025.

(ix) the Company has complied of the
provisions relating to the Maternity
Benefit Act 1961.

34. CORPORATE
GOVERNANCE

Conducting our business with integrity
and highest level of governance has
been core to our corporate behaviour.
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.

35. 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.

36. ACKNOWLEDGEMENTS

Your Directors acknowledge their
gratitude for the co-operation
and assistance received from
the government and regulatory
authorities. Your Directors thank the
shareholders, financial institutions,
banks/ other lenders, customers,
vendors, other business associates
for the confidence reposed by them
in the Company and its management
and look forward to their continued
support. The Directors express their
deep appreciation to all employees
for their hard work, dedication, and
commitment and we look forward to
their continued support in the future.