J.G.Chemicals Ltd

<dhhead>BOARD’S REPORT</dhhead>

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "J.G.Chemicals"), along with the Audited Financial Statements, for the Financial Year ended March 31, 2025. The consolidated performance of the Company and its Subsidiaries has been referred to wherever required.

(in B Million, except per equity* share data)

The above figures are extracted from the Audited Standalone and Consolidated Financial Statements of the Company as per the Indian Accounting Standards (Ind AS).

Equity shares are at par value of B 10 per share.

Consolidated revenue of the Company from operations (excluding from discontinued operations) was B 8,479.44 million in FY25, which was 27.00% higher than the consolidated revenue of B 6,676.86 million in FY24. The underlying EBITDA margin (excluding from discontinued operations) was at 11.34% in FY25 as compared to 7.95% in FY24. Underlying EBIT margin (excluding from discontinued operations) stood flat at 10.70% in FY25 as compared to 7.27% in FY24. The profit before tax from continuing operation was B 899.00 million in FY25 as against B 449.04 million in FY24. Profit for the year stood at B 667.59 million in FY25 as compared to B 321.08 million in FY24.

Standalone revenue from operations was B 2,718.20 million in FY25 which was 11.11% higher than B 2,446.49 million in FY24. The profit before and after tax for FY25 were B 270.00 million and B 200.19 million, respectively as compared to B 144.04 million and B 107.87 million, respectively for FY24. There was deferred tax charge of B 7.64 million in FY25 as compared to charge of B 6.43 million in FY24.

The Board of Directors (‘the Board’) is pleased to recommend declaration of a final dividend amounting to B 1.00/- per Ordinary/ Equity Share of face value B 10/- each fully paid-up, i.e., (10.00%) for FY25. The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year. The said dividend, if approved by the Members at the ensuing Annual General Meeting (‘the AGM’) will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of Tuesday, August 5, 2025. The said dividend, would involve cash outflow of B 39.19 Million, resulting in a payout of 19.57% of the standalone net profit of the Company for FY25. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Company has fixed Tuesday August 5, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for FY25.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Board had formulated a Dividend Distribution Policy (‘the Policy’). The Policy is available on the Company’s website URL at: https://jgchem.com/wp-content/ uploads/2023/01/03.-DDP-16-06-22.pdf

The Board has decided to retain the entire amount of profit for FY25 in the distributable retained earnings. An amount of B 200.19 Million was transferred to retained earnings in FY25. The declared dividend amount will be distributed from the Company's retained earnings.

During the year under review, the Company had received its credit ratings from CRISIL Ratings. M/s. CRISIL Limited have upgraded ratings as CRISIL A (Stable) for Long term and CRISIL A1 for Short term based on all the Bank facilities taken by the Company.

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

The Consolidated Financial Statements of the Company and its Subsidiaries for FY25 have been prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Independent Auditor’s Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the Subsidiary Companies is attached to the Financial Statement in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the Subsidiary Companies upon a request by any Member of the Company or its Subsidiary Companies. These Financial Statements of the Company and the Subsidiary Companies will also be kept open for inspection by any member. The members can send an e-mail to cs@jgchem.com upto the date of the AGM and the same would also be available on the Company’s website URL: https://jgchem.com/financials/

The Company had one Subsidiary & no Associate Company during FY25 as disclosed in the Financial Statements. M/s. BDJ Oxides Private Limited is a material subsidiary in accordance with Regulation 16 of the SEBI Listing Regulations.

There has been no material change in the nature of the business of the subsidiary companies.

The policy for determining material subsidiaries of the Company is available on the Company’s website URL: https://jgchem.com/wp-content/uploads/2023/01/05_MSP-01-20220525.pdf.

As on March 31, 2025, the total shareholding of Promoter Group of your Company stood at 70.99% (previous year 70.99%) in the Paid up Share Capital of the Company. Members may refer to the Extract of Annual Return (MGT-9) for details of Promoters’ Group shareholding.

In compliance with Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 2015 ("SEBI Listing Regulations, 2015"), the entire shareholding of Promoter(s) and Promoter group is in dematerialized form.

The Company did not undergo any change in the nature of its business during fiscal 2025.

The Company has established a structured Risk Management Framework to identify, assess, and mitigate risks effectively. The Board has formed a Risk Management Committee (RMC) to develop, implement, and monitor the Company’s risk management plan.

The Company’s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Please refer to the paragraphs on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-1.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at cs@jgchem.com.

The brief outline of the Corporate Social Responsibility (‘CSR’) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (‘CSR Policy’) Rules, 2014 are set out in Annexure-2 of this Report. The CSR Policy is available on Company’s website at URL: at https://jgchem.com/wp-content/uploads/2023/01/15.CSR-01-20222025.pdf

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-3.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY25 is uploaded on the website of the Company and the same is available on https://jgchem.com/wp-content/ uploads/2025/07/MGT-7.pdf.

Pursuant to the provisions of the Act, Mr. Suresh Jhunjhunwala, Whole-time Director & Executive Chairman, whose term extends until May 15, 2030 and who is liable to retire at the forthcoming Annual General Meeting, is eligible and has offered himself for reappointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

During the year, there was no retirement or resignation of Directors or KMP.

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr Ashok Bhandari, Mr Sukanta Nag and Mrs Savita Agarwal are the Independent Directors of the Company as on the date of this Report.

The Company has received necessary declaration from each Independent director that he / she meets the criteria of Independence laid down in Section 149(6), Code for Independent directors of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs’) of the Company during FY25 are:

? Mr Anirudh Jhunjhunwala, CEO & Managing Director

? Mr Anuj Jhunjhunwala, Chief Financial Officer

? Ms. Swati Poddar, Company Secretary and Compliance Officer

During the year under review, there were no change in the KMPs of the Company.

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At JG Chemicals, the Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in national corporate governance. We also endeavor to enhance long-term shareholder value in all our business decisions. Our Corporate governance report for fiscal 2025 forms part of this Annual Report.

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as amended from time to time, the Management’s discussion and analysis is set out in this Annual Report.

The Board of Directors held 5 (Five) meetings during FY25. The meeting details are provided in the Corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

? ?Audit Committee

? ?Nomination and Remuneration Committee ? ?Corporate Social Responsibility Committee ? ?Stakeholders’ Relationship Committee ? ?Risk Management Committee

Details of composition, terms of reference and number of meetings held in FY25 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The Board and the NRC reviewed the performance of Individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. As of March 31, 2025, the Board had six members, consisting of an Three Executive Director and Three Independent Directors. One of the Independent Directors of the Board are women. The details of Board and Committee composition, tenure of directors, areas of expertise and other details are available in the Board of Directors Profile section that forms part of this Annual Reports.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website, at https://jgchem.com/wp-content/ uploads/2023/01/06.-NREP-01-20220525.pdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Code of Conduct (‘CoC’), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the CoC cannot be undermined.

PursuanttoSection177(9)oftheAct,avigilmechanismwasestablished for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The vigil mechanism provides adequate safeguards against victimization and multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company.

The policy of vigil mechanism is available on the Company’s website at URL: https://jgchem.com/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf

The Auditors’ Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The report is enclosed with the financial statements in this Annual Report.

The Secretarial Auditors’ Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors’ Report is enclosed as Annexure-4A to the Board’s report, which forms part of this Annual Report.

The Auditor’s Certificate confirming compliance with conditions of corporate governance as stipulated under the Listing Regulations, for fiscal 2025 is enclosed as Annexure-5 to the Board’s report, which forms part of this Annual Report.

M/s. S. Jaykishan, Chartered Accountants (Firm registration no: 309005E) was appointed as the statutory auditors of the Company, to hold office for a term of four consecutive years from the conclusion of the 23^rd AGM of the Company held on September 29, 2023, till the conclusion of the 27^th AGM to be held in 2027, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Based on the recommendation of the Board in its meeting held on May 17, 2025, M/s. K. Arun & Co, Company Secretaries (Firm registration no: P1995WB046000), is proposed to be appointed as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 subject to the approval of shareholders as per the Listing Regulations read with Section 204 of the Act and Rules thereunder.

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Debobrata Banerjee and Associates, a firm of Cost Accountants in Practice (Registration No 003850) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY26. M/s. Debobrata Banerjee and Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

During fiscal 2025, the statutory auditor and the secretarial auditor have not reported any instance of fraud committed in the Company by its officers or employees.

All contracts/ arrangements/ transactions entered by the Company during the FY25 with related parties were valued on an arm’s length basis and in the ordinary course of business and approved by the Audit Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT’) exceeds B 100 Million or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Companies Act, 2013. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and, hence, the same is not required to be provided.

The details of RPTs during FY25, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During FY25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable. Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the Members on material related party transactions is being placed at this AGM.

Pursuant to the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on RPTs and is available on Company’s website URL at: https://jgchem.com/wp-content/uploads/2024/02/JGCL-RPT-Policy-20.11.23.pdf .

Loans, Guarantees and Investments covered under Section 186 of the Companies Act,2013 ("the Act") form part of the notes to the financial statements provided in this Annual Report.

We have not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, and defined benefit liability/(asset) which is recognized at the present value of defined benefit obligation less fair value of plan assets, the provisions of the Act and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

A. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures.

B. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

C. proper and sufficient care has been taken 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;

D. the annual financial statements have been prepared on a going concern basis;

E. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

F. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited.

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Annual Report. BDJ Oxides Private Limited has been identified as Material Unlisted Subsidiary of the Company in India for FY25 and accordingly the Company is annexing the Secretarial Audit Report of BDJ Oxides Private Limited as Annexure 4B.

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills, including expertise in financial, diversity, global business, leadership, mergers and acquisitions, Board service and governance, sales and marketing, risk management and other domains, which will ensure that Company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity.

The policy is available on our website, at https://jgchem.com/wp-content/uploads/2024/06/Board-Diversity-Policy.pdf.

Additional details on Board diversity are available in the Corporate governance report that forms part of this Annual Report.

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company’s shares by Company’s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company’s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company’s website and link for the same may be accessed at https://jgchem. com/wp-content/uploads/2023/01/19.-Code-I-TRD-01-20222025.pdf

The employees are required to undergo a mandatory training on this Code to sensitise themselves and strengthen their awareness.

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

? ?There were no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

? ?There were no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal or any other court.

? ?During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

The Directors wish to convey their appreciation to all of the Company’s employees for their contribution towards the Company’s performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.