Jubilant Ingrevia Ltd

Directors' Report

To

The Members,

Your Directors are pleased to present their Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2024.

OVERVIEW

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

The Company offers a broad portfolio of high quality ingredients that find application in a wide range of industries. The Company has over 2,300 employees and serves 1,500+ customers in 63 countries across the world. The Company's portfolio also extends to custom research and manufacturing for pharmaceutical and agrochemical customers on an exclusive basis.

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

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The financial performance of the Company for FY 2024 is summarised below:

(i) Standalone Financials Revenue from Operations

In FY 2024, on a standalone basis, your Company's total revenue from operations Rs.39,872 million as against Rs.45,596 million in FY 2023.

EBITDA

For FY 2024, EBITDA stood at Rs.4,384 million with EBITDA margins at 11% as against EBITDA of Rs.5,255 million with EBITDA margins at 12% in FY 2023.

Profit after tax ('PAT')

PAT was H 1,624 million in FY 2024 as against Rs.2,534 million in FY 2023.

(ii) Consolidated Financials

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

Performance Review

On a consolidated basis, your Company reported revenue from operations Rs.41,358 million in FY 2024 as against Rs.47,727 million in FY 2023. EBITDA was Rs.4,564 million in FY 2024 as against Rs.5,805 million in FY 2023 and PAT was Rs.1,829 million in FY 2024 as against Rs.3,075 million in FY 2023.

During FY 2024, the segment revenue from the Speciality Chemicals was Rs.15,855 million as against Rs.17,983 million in FY 2023, Nutrition and Health Solutions was Rs.6,800 million in FY 2023 as against Rs.5,512 million in FY 2024 and Chemicals Intermediates revenue was Rs.18,703 million in FY 2024 as against Rs.24,232 million in FY 2023. The overall EBITDA in FY 2024 was Rs.4,564 million as against Rs.5,805 million in FY 2023 translating to EBITDA margin of 11% in FY 2024 as against 12% in FY 2023.

Further, the net profit attributable to the owners of the Company was Rs.1,829 million in FY 2024 as against Rs.3,075 million in FY 2023 and the basic EPS stood at Rs.11.56 (Diluted Rs.11.55) in FY 2024 as against Rs.19.34 (Diluted Rs.19.33) in FY 2023.

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

PARTNERED WITH O2 RENEWABLE ENERGY XVIII PRIVATE LIMITED ('O2 ENERGY') FOR ACQUISITION OF UPTO 28% STAKE

During FY 2024, the Company has 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 excess 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.

ACQUISITION OF SHARES OF FORUM I AVIATION PRIVATE LIMITED ('FAPL')

During FY 2024, Jubilant Infrastructure Limited ('JIL'), wholly owned subsidiary of the Company has purchased 6.67% equity Share in FAPL from MAX ATEEV Limited. Post-acquisition, JIL holds 9.12% equity shares in FAPL.

TRANSFER TO RESERVES

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

DIVIDEND

During the year, the Board of Directors of the Company declared an interim dividend of Rs.2.50 (250%) per equity share at its Board Meeting held on January 30, 2024 on 159.28 million equity shares of Rs.1 each. The Directors are pleased to recommend a final dividend of Rs.2.50 (250%) per equity share of Rs.1 each, which if approved at the 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, August 2, 2024. The total dividend for the year would be Rs.5 (500%) per equity share of face value of Rs.1 each aggregating to Rs.796 million (Rupees seven hundred ninety six million only).

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

CHANGE IN NATURE OF BUSINESS

During FY 2024, there was no change in the nature of Company's business.

(a) Share Capital

During the year, there was no change in the authorised share capital of the Company. As on March 31, 2024, the subscribed, issued and paid-up share capital of the Company stood at Rs.159.28 million comprising 159.28 million equity shares of Rs.1 each.

The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of Rs.1 each, ranking pari-passu.

Further, during FY 2024, 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') for the employees of the Company and its subsidiary companies. ESOP-2021 and JIGEBS-2021 are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI ESOP Regulations').

During the year, the below stated material changes were made in ESOP-2021.

• The maximum number of Shares that may be granted pursuant to exercise of all Options granted to the Participants were increased from 15,00,000 (Fifteen Lac) Shares to 20,00,000 (Twenty Lac) Shares.

• The maximum number of Options that may be granted to an Eligible Employee was amended from (i) 1,25,000 (One Lac Twenty Five Thousand) per annum; and (ii) 6,50,000 (Six Lac Fifty Thousand) in aggregate to 10,00,000 (Ten Lac) in aggregate.

The details of ESOP-2021 and JIGEBS-2021 as required under the SEBI ESOP Regulations have been placed on the website of the Company and web-link of the same is https://www. iubilantingrevia.com/investors/financials/annual-reports.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

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

Brief particulars of the subsidiaries of the Company on a standalone basis are given below:

1. 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. During the year construction of a captive Power Plant of 10MW with 98TPH high pressure boiler has commenced. This will facilitate to meet out the requirement of steam & power of JIL, Jubilant Agro Sciences Limited ('JASL') and Jubilant Ingrevia at optimised cost.

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

Total income of JIL during FY 2024 was Rs.2,117 million as against Rs.1,763 million for FY 2023.

2. Jubilant Agro Sciences Limited (formerly Jubilant Crop Protection Limited)

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

JASL commenced March-24 operations during the year. Total income of JASL during FY 2024 was Rs.30 million.

3. Jubilant Life Sciences (USA) Inc. ('JLS-USA')

JLS-USA, incorporated in Delaware-USA, is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company's products in America. Total income of JLS-USA during FY 2024 was Rs.2,404 million as against Rs.1,803 million for FY 2023.

4. 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 2024 was Rs.65 million as against Rs.62 million for FY 2023.

5. Jubilant Life Sciences (Shanghai) Limited ('JLS-Shanghai')

JLS-Shanghai is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company's products in China. Total income of JLS-Shanghai during FY 2024 was Rs.901 million as against H 1,112 million for FY 2023.

Jubilant Life Sciences NV ('JLS NV')

JLS NV, incorporated in Belgium, 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 2024 was Rs.6,030 million as

against Rs.6,792 million for FY 2023. As on March 31, 2024, JLS NV was material subsidiary of the Company 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. iubilantingrevia.com/investors/corporate-governance/policies- and-codes/policy-for-determining-material-subsidiaries.

Details of material subsidiaries including the date and place of incorporation and the name and date of appointment of the statutory auditors of JLS NV is stated below:

1. 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 mainly markets its products in India. This is a growing segment globally with potential for scale up.

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

Your Company holds 26% 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.

STATUTORY AUDITORS

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

The Auditors' Report for FY 2024 do not contain any qualification, reservation, adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of frauds reported by Auditors under Section143 (12) of the Act. Further, no case of Fraud has been reported to the Management from any other sources.

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 2023 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 2025.

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 2025.

SECRETARIAL AUDIT

The Board has appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for FY 2024. The Secretarial Audit Report for FY 2024 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for FY 2024 is annexed to this report as Annexure -1.

The Company has also obtained a Secretarial Compliance Report from M/s Sanjay Grover & Associates, Company Secretaries confirming compliances with the provisions of the applicable Listing Regulations, Circulars and Guidelines for FY 2024. The Secretarial Compliance Report has been duly filed with the Stock Exchanges in Compliance with the Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Hari S. Bhartia, Co-Chairman was re-designated as Co-Chairman and Whole-Time Director of the Company effective from June 1,2023.

Mr. Rajesh Kumar Srivastava, CEO and Managing Director superannuated from the services of the Company effective from the close of business hours of September 30, 2023 and Mr. Deepak Jain was appointed as CEO and Managing Director of the Company effective from October 1,2023 for a term of five years.

Mr. Chandan Singh Sengar was appointed as Whole - Time Director designated as Co-CEO and Whole-Time Director on the Board of the Company effective from May 16, 2023 and Mr. Anil Khubchandani resigned as Co-CEO and Whole-Time Director from the Board of the Company effective from the close of business hours of May 19, 2023.

Re-designation of Co-Chairman, appointment of CEO and Managing Director & Co-CEO and Whole-Time Director were recommended to the Board by the Nomination, Remuneration and Compensation Committee ('NRC') and approved by the shareholders.

In terms of the applicable provisions of the Act and the Articles of Association of the Company, Mr. Shyam S. Bhartia and Mr. Priyavrat Bhartia, 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 have been recommended to the Board by NRC. Brief resume and other details of Mr. Shyam S. Bhartia and Mr. Priyavrat Bhartia have been furnished in the Annexure to the notice of AGM.

Mrs. Sudha Pillai and Mr. Sushil Kumar Roongta were appointed as Independent Directors for a term of five consecutive years commencing from February 6, 2021 upto February 5, 2026. They shall attain the age of 75 years during their tenure as Independent Directors. Being eligible in terms of the Companies Act, 2013 and the Listing Regulations, the Board on recommendation of the NRC has approved their continuation on the Board of the Company for remaining tenure as Independent Directors, subject to passing of special resolution by the shareholders in accordance with Regulation 17(1A) of the Listing Regulations. Brief resume and other details of Mrs. Sudha Pillai and Mr. Sushil Kumar Roongta have been furnished in the Annexure to the notice of AGM.

In compliance with Section 150 of the Companies Act, 2013 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.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Deepak Jain, CEO and Managing Director, Mr. Prakash Chandra Bisht, President and Chief Financial Officer & Ms. Deepanjali Gulati, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31,2024.

MEETINGS OF THE BOARD

During FY 2024, six 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.

COMPOSITION OF AUDIT COMMITTEE

As on date, the Audit Committee comprises Mr. Sushil Kumar Roongta, Chairman, Mr. Arun Seth, Mr. Pradeep Banerjee, Mr. Siraj Azmat Chaudhry, Ms. Ameeta Chatterjee and Mr. Arjun Shanker Bhartia. The Board has accepted all the recommendations made by the Audit Committee.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

APPOINTMENT AND REMUNERATION POLICY

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

ANNUAL PERFORMANCE EVALUATION OF THE BOARD

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

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2024 and of the profits of the Company for the year ended March 31, 2024;

(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 2024; 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.

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.

INFORMATION REGARDING EMPLOYEES, AND RELATED DISCLSOURES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules'), is annexed as Annexure - 3 and forms an integral 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 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 11:00am to 5:00pm)]. 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: investors.ingrevia@iubl.com.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company's ability to attain its objectives. The Board of Directors constituted a Risk Management Committee ('RMC') to formulate a detailed risk management policy and oversee risk management processes & systems. The Risk Management Committee acts as a governing body to monitor the effectiveness of the risk management framework.

The Board, Audit Committee, Risk Management Committee and Senior Management play a critical role in fostering a strong risk culture of the Company by identifying the risks impacting the Company's business and documenting the process of identification, evaluation, prioritisation, mitigation, monitoring and communication of risk as a part of the risk management policy. The Company'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 organisation. The Company's growth strategy thrives on calculated risk-taking and to ensure long-term success, the Company prioritise 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 obiectives.

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. Health & Safety

ii. Loss of market share, increase in competitiveness and margin volatility due to high dependency on commodity segment products

iii. Delay in Growth Projects/ Capex

iv. Geo-Economic, Geo-Political and Macro-Economic instability (disruption in Supply Chain)

v. Human Resource

vi. Regulatory & Compliances

vii. Cyber Threats

viii. ESG & Sustainability

ix. Individual & Group Activism

x. Research & Development/ New Product Development

xi. Failure to Digitalise

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 and Managing Director. Additionally, a robust quarterly controls self-assessment (CSA) process is in place which enables process owners to perform self-assessment against the Risk and Control Matrices (RACM). The CSA process enables the Company to monitor the adequacy and effectiveness of the internal control environment.

Further, statutory compliances are monitored through online tool 'Conformity. Amendments or new statutory requirements are also updated on a regular basis in the tool for effective tracking and adherence. This reinforces the 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'.

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 14001:2015 under American Chemistry Council's (ACC) Responsible Care? program. The Company is certified by DNV for RC 14001:2015 (Responsible Care?14001:2015) system at its corporate office in Noida and Manufacturing sites in Gajraula, Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra.

The Company's Corporate Office in Noida and Manufacturing facilities at Gajraula, Bharuch, Nira, Savli & Ambernath have been awarded Responsible Care Logo (RC Logo) by Indian Chemistry Council (ICC).

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

Gajraula, Nira, Bharuch and Savli Manufacturing facilities are certified under Integrated Management System program for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management system).

The Corporate Office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO 9001:2015.

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

• Gajraula manufacturing facility has been certified for the American Chemistry Council Technical Specification standard RC 14001:2015, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 5.1), and the Certification Scheme for Food Safety

Management System (ISO 22000:2018) for FSSAI products. Company's quality control laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certifications for several products.

• Bharuch manufacturing facility has been certified for the American Chemistry Council Technical Specification standard RC 14001:2015 and Energy Management System (ISO 50001:2018). The Niacinamide manufacturing facility has been certified for WHO GMP, Food Safety Management System Certification Standard (FSSC 22000 Version 5.1) for the manufacturing and sale of Niacinamide for food application. The Company has also got GMP certification by SGS, GMP in compliance with FAMI-QS code (version 6) for the production of relevant food/feed ingredients and other ingredients. The Company's quality control laboratory has been accredited by the National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified by Kosher, Halal- India, Halal-Indonesia, and FSSAI.

• Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 5.1) and Certification Scheme for Food Safety Management System (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 speciality feed ingredients.

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

HUMAN RESOURCES

At the heart of the Company is the commitment to foster an "Employee First" culture, driven by its values of caring, sharing, and growing.

The Company has set up mechanisms to receive feedback from employees at various points during their tenure. This allows the Company to identify areas of strength for further reinforcement and areas of concern to be addressed with agility. In partnership with Willis Towers Watson, the Company has introduced the 'Jubivoice Employee Experience Survey) which garnered a sustainable engagement score of 94%. This is a testament to the Company's commitment to fostering a workplace where every individual feels valued and supported.

There is a continuous investment in enhancing the employee experience. The Company has been comprehensively addressing the four elements of wellbeing: physical, mental, social, and financial. The Company enables this through Employee Assistance Programs (EAP), delivered by experts and industry professionals. The Company strives to provide its employees with the tools and resources they need to thrive personally and professionally.

The Company recognises that its greatest asset in achieving business success is its talented workforce, and ensuring that they're equipped for the challenges ahead, the Company has fostered a culture of continuous learning and development. Through structured classroom training and a cutting-edge digital learning platform, the Company provides its employees with the skill-set, mind-set, and tool-set to succeed in their roles. Additionally, the Company is cultivating sustainable leadership - leaders who will not only guide the Company now but also chart the course for the future. Key members of the leadership team graduated from The Global Leadership Program, a nine-month journey curated in partnership with INSEAD Business School. The program focused on strategic, operational, leadership and other elements that would equip the nominated leaders for success in the digital era.

Through market mapping and robust, technology supported talent acquisition practices, the Company attracts skilled individuals required for operations and business growth. The Company's Internal Job Posting (IJP) platform provides opportunity for career advancement to employees and also helps in identification of hidden talent within the organisation. Employees are encouraged to go for job rotations, move across different areas, functions, and geographies to build a wholesome experience and increase their capability. This has resulted in 25% of the Company's vacancies getting filled through internally groomed talent. Despite a slightly higher Employee attrition, the Company has maintained a 97% talent availability throughout the year for sustained business operations.

In pursuit of excellence and to build a high-performing culture, the Company has a meticulously crafted and robust Performance Management System. Through initiatives such as its esteemed "Applause" program and the prestigious Chairmen's Annual Awards, the Company celebrates exceptional accomplishments. The culture of appreciation and recognition is ingrained deep into its DNA. The Company's culture of high performance is further strengthened by processes like Continuous Feedback, Pay for Performance and Role Based Promotions. This unleashes the full potential of its employees and drives the Company towards collaborative success.

Diversity and Inclusion (D&I) plays a crucial role in the Company's business success. The Company has made significant strides across three key areas of its D&I strategy: Hiring, Retention, and Cultural inclusivity. The Company's leadership has embraced an inclusive mindset, welcoming 40+ women this year, which has taken overall women's representation to 6%. The Company is committed to creating gender-intelligent and inclusive people managers, and it has introduced a Women Buddy Program to support women in their professional journey. Furthermore, our 'women apprentices' & 'cadre-building' program aims to develop female employees from early career stages in manufacturing roles, preparing them to take on shift supervisor positions.

The Company believes in frequent two way communication to keep the employees abreast of developments within the organisation and to hear their concerns/suggestions. These are done through quarterly town halls, newsletters and all employee communication emails.

Safety, Productivity and Cost Efficiency were incorporated in the long-term wage settlement at Savli.

As a result of the above endeavors, the Company has experienced no instances of labour unrest or disputes at any of its manufacturing facilities, resulting in 'Zero' production loss.

VIGIL MECHANISM

Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee.

The Whistle Blower Policy of the Company is formulated and uploaded on the 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 victimisation 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.

CORPORATE SOCIAL RESPONSIBILITY ('CSR')

Jubilant Bhatia Foundation ('JBF'), a not-for-profit arm of the Jubilant Bhartia Group works towards conceptualisation and implementation of CSR activities of Jubilant. Throughout the year, through CSR, following the 4P (Public-Private-People-Partnership) model, the Company actively drove community engagement. During FY 2024, the Company's several community empowering proiects are stated below:

Healthcare: The purpose of this program was to achieve good health and wellbeing, promote health-seeking behaviour and to provide effective basic healthcare to the community.

Jubilant Bhartia Foundation ('JBF') is implementing Arogya/ Jubicare program through Mobile Medical Unit and Jubilant Bhartia Foundation Medical Centre around manufacturing units of the Company.

The Company, through JBF is also reaching the community through focused awareness program on nutrition through village level workers.

In line with the national goal of ending TB by 2025, the district administration Amroha in partnership with JBF has developed an automated interactive voice call response system (IVRS) for enquiring the daily medicine intake or specific requirement of the patients.

Education: The purpose of this program is strengthening of education and learning environment in rural areas. The various programs undertaken under this CSR activity are:

• Muskaan program for Strengthening Rural Education system through various education centric programs in government school.

• Khushiyon ki Pathshala program to inculcate 21^st century value based skills in rural government primary school student.

• Digitisation program in partnership with HP across the location through E-Muskaan

• Setting up of micro science Labs in schools.

• Career counselling to support students of government school.

Livelihood: The purpose of this program is creating sustainable livelihood opportunity for all. Nayee Disha is livelihood centric program. Under this program vocational training is provided & virtual skills are developed to enhance employability skills amongst youths & women in the community around manufacturing units. JubiFarm program empowers the farmers by facilitating access to modern and sustainable farming methods. Grameen Samriddhi Kendra has been established in Gajraula to promote entrepreneurship with initial focus on dairy farming.

Rural Development: The purpose of this program is strengthening the services for the community in the rural areas. The various programs undertaken under this CSR activity are:

• Establishment of Jansuvidha Kendra for the community in rural areas for creating awareness and also for providing support for easy access to government's social welfare schemes.

• Establishing Jansanchetna Program for emergency preparedness at village level through Emergency Response Team (ERTs)

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

Annual Report on CSR for FY 2024 is attached as Annexure-4.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

During the year under review, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosure of complaints in relation to the Sexual Harassment of Women at Workplace is given under 'Corporate Governance Report'.

OTHER DISCLOSURES

1. Extracts of Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Act, the annual return for FY 2024 has been uploaded on the Company's website and can be accessed at https://wwwJubilantingrevia.com/investors/ financials/annual-reports.

2. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of FY 2024.

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

4. Particulars of contracts or arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions ('RPTs') for dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval in terms of the Act and Listing Regulations, as amended.

All RPTs entered into during FY 2024 were in the ordinary course of business and on arm's length basis. No material RPTs, as defined in the 'Policy on Materiality of Related Party Transactions and Dealing with Related Party Transaction's' were entered into during FY 2024 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.

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

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

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

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

9. During the year under review 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.

CORPORATE GOVERNANCE

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

A detailed Report on Corporate Governance is attached as Annexure-5 and forms part of this Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DISCLOSURE BY LARGE CORPORATE IDENTIFIED BASED ON THE ERSTWHILE CRITERIA

In terms of SEBI Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023, the Company is no more falling under the category of Large Corporate (LC) effective from 1^st April, 2024.

However, in terms of above stated circular, the companies identified as LC under erstwhile criteria shall endeavour to comply with the requirement of raising 25% of their incremental borrowings done during FY 2022, FY 2023 and FY 2024 respectively by way of issuance of debt securities till March 31, 2024, failing which, such LCs are required to provide a one-time explanation in their Annual Report for FY 2024.

During FY 2024, the Company did not find feasible to raise the incremental borrowings by issuance of debt securities as the interest rate in money market was highly volatile and was available at higher rate of interest as compare to other fund raising options.

Therefore, during FY 2024, the Company did not raise the incremental borrowings by issuance of debt securities.

ACKNOWLEDGEMENTS

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