Directors Report of J G Chemicals Ltd.

Mar 31, 2025

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.

Results of our operations and state of affairs

	Standalone		Consolidated
Particulars	For the year ended March 31,		For the year ended March 31,
	F.Y. 2024-25	FY 2023-24	F.Y. 2024-25	FY 2023-24
Revenue From Operation	2,718.20	2,446.49	8,479.44	6,676.86
Other Income	148.21	73.17	100.12	77.52
Total Income	2,866.41	2,519.66	8,579.56	6,754.37
Total Expenses	2,580.01	2,342.41	7,618.28	6,223.75
Profit/(Loss) Before Finance Cost, Tax Expenses & Depreciation	286.40	177.25	961.28	530.62
Finance Cost	2.55	6.19	8.47	36.32
Depreciation	13.85	9.01	53.81	45.26
Profit Before Tax	270.00	162.06	899.00	449.04
Exceptional Item (Entry Tax for Earlier Years)	-	18.02	-	18.02
Profit after Exceptional Item and Before Tax	270.00	144.04	899.00	431.02
Less: Tax Expense	69.81	36.17	231.40	109.94
Profit After Tax	200.19	107.87	667.59	321.08
Total Other Comprehensive Income / (Loss), Net of Tax	22.66	47.19	23.46	47.19
Total comprehensive income for the year	222.86	155.06	691.06	368.27
Profit Attributable to Owner''s of the Company	NA	NA	663.57	355.74
Non-Controlling Interest	NA	NA	27.49	12.52
Earnings per Share (EPS)*
Basic	5.11	3.36	16.34	9.60
Diluted	5.11	3.36	16.34	9.60

Notes:

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 B10 per share.

FINANCIAL PERFORMANCE
Operating Results and Profits

Consolidated revenue of the Company from operations (excluding from discontinued operations) was B8,479.44 million in FY25, which
was 27.00% higher than the consolidated revenue of B6,676.86 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 B899.00 million in FY25 as against B449.04
million in FY24. Profit for the year stood at B667.59 million in FY25 as compared to B321.08 million in FY24.

Standalone revenue from operations was B2,718.20 million in FY25
which was 11.11% higher than B2,446.49 million in FY24. The profit
before and after tax for FY25 were B270.00 million and B200.19
million, respectively as compared to B144.04 million and B 107.87
million, respectively for FY24. There was deferred tax charge of B7.64
million in FY25 as compared to charge of B6.43 million in FY24.

DIVIDEND

Declaration and Payment of Dividend

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 B10/- 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 B39.19 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.

Record Date

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.

Dividend Distribution Policy

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

TRANSFER TO RESERVES

The Board has decided to retain the entire amount of profit for FY25
in the distributable retained earnings. An amount of B200.19 Million
was transferred to retained earnings in FY25. The declared dividend
amount will be distributed from the Company''s retained earnings.

CREDIT RATINGS

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.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THE REPORT

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.

CONSOLIDATED FINANCIAL STATEMENT

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 [email protected] upto the date of the AGM and the
same would also be available on the Company''s website URL:
https://jgchem.com/financials/

SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

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.

PROMOTERS'' GROUP SHAREHOLDING

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.

CHANGES IN THE NATURE OF BUSINESS

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

RISK MANAGEMENT

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.

INTERNAL FINANCIAL CONTROL SYSTEM AND ADEQUACY

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.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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 [email protected].

CORPORATE SOCIAL RESPONSIBILITY

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

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

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.

ANNUAL RETURN

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Reappointment

Director liable to retire by rotation

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.

Retirements and resignations

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

Independent Directors

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.

Key Managerial Personnel

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.

CORPORATE GOVERNANCE

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.

MANAGEMENT''S DISCUSSION AND ANALYSIS

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.

MEETINGS OF THE BOARD

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.

COMMITTEES OF THE BOARD

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.

BOARD EVALUATION

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

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-01-2022Q525.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.

VIGIL MECHANISM

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.

Pursuant to Section 177(9) ofthe Act, a vigil mechanism was established
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

AUDIT REPORTS & AUDITORS
AUDIT REPORTS

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.

AUDITORS
Statutory Auditor

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.

Secretarial Auditor

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.

Cost Records and Cost Audit

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. I he 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.

Reporting of frauds by auditors

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES

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 B100 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 .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

FIXED DEPOSITS

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

SECRETARIAL STANDARDS

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

LISTING ON STOCK EXCHANGES

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

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARY

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.

BOARD DIVERSITY

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.

CODE FOR PREVENTION OF INSIDER TRADING

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.

OTHER DISCLOSURES AND AFFIRMATIONS

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.
ACKNOWLEDGEMENTS

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.

On behalf of the Board of Directors
For J.G.Chemicals Limited

Suresh Jhunjhunwala Anirudh Jhunjhunwala

Executive Chairman & WTD Managing Director & CEO

Date: June 27, 2025 (DIN: 00234725) (DIN: 00234879)

Registered office:

Adventz Infinity@5,

Unit No. 1511, Street No. 18
BN Block, 15^th Floor, Sector V, Salt Lake
Kolkata -700091

---

Mar 31, 2024

Your Directors (the Board ) take pleasure of presenting the Boards Report as a part of the 23rd Annual Report of your Company (the Company or "J.G. Chemicals Limited"), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditor''s Report thereon for the Financial Year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

The financial statements for the year ended 31st March, 2024 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(All amount in INR Millions unless otherwise stated)

Financial Results	Standalone		Consolidated
Particulars	F.Y. 2023-24	F.Y. 2022-23	F.Y. 2023-24	F.Y. 2022-23
Revenue From Operation	2,446.49	3,352.99 6,676.86		7,845.76
Other Income	73.17	77.60 77.52		96.12
Total Income	2,519.66	3,430.59 6,754.37		7,941.88
Expenses	2,342.40	3,072.88 6,223.75		7,090.72
Profit Before Depreciation, Finance Cost and Tax	177.26	357.71 530.62		851.17
Less: Finance Cost	6.19	8.39 36.32		49.83
Less: Depreciation	9.01	6.83 45.26		34.40
Profit before Exceptional Item and tax	162.06	342.49 449.04		766.94
Exceptional Item(Entry Tax For Earlier Years)	18.02	- 18.02		-
Profit After Exceptional Item and Before Tax	144.04	342.49 431.02		766.94
Less: Tax Expense	36.17	90.28 109.94		199.01
Profit after Taxation (PAT)	107.87	252.21 321.08		567.93
Profit Attributable to owners of the company	NA	NA 355.74		550.38
Non-Controlling Interest	NA	NA 12.52		18.52
Earnings per Share (in ?)	3.36	7.95 9.60		17.32

BUSINESS ACTIVITIES

Your Company is the largest manufacturer of zinc oxides in India and among the top ten manufacturers of zinc oxides globally, with an installed capacity of 59,904 MTPA for zinc oxide, 7,056 MTPA for zinc ingots and 10,080 MTPA capacity for zinc sulphate and other allied chemicals. Going forward, your Company has various growth plans with respect to entering into new products and geographies. These will help propel the next level of growth for the Company and help it to reach amongst the Top 5 zinc oxide producers globally in due course.

FY 23-24 was a challenging year for the global markets due to various macro-economic reasons. There was a significant drop in zinc metal prices which impacted the overall revenues. However, despite the various challenges and headwinds, the Company was able to increase its volumes. Profitability took a severe hit due to the significant fall in zinc prices and certain other factors affecting the prices of zinc scrap.

Production capacities, process of production, grades of Zinc Oxide and variety of application segments are some of the factors through which the key players control the market. We sell over 80 grades of zinc oxide, thereby enabling us to cater to a wide variety

of customers, across various end-use industries. Your company is working continuously on developing new grades of zinc oxide to cater to specific requirements of customers.

We believe that our leadership position in the Indian domestic markets is a consequence of (a) consistency of our product quality, which has resulted in our Company being considered as a preferred supplier to certain marquee tyre manufacturers; (b) our established infrastructure; and (c) the strategic location of our manufacturing facilities near the demand of such products. Our leadership position offers us competitive advantages such as product pricing, economies of scale, and the ability to scale our business, increase customer loyalty and expand our client base, all of which have resulted in strong performance over the last several years.

PERFORMANCE & ANALYSIS

Your Directors like to inform that:

i) On a consolidated basis, the revenue for FY 2024 ? 6,676.86 Million, lower by 14.90% over the previous years'' revenue of ? 7,845.76 Million. The profit after tax ("PAT") attributable to shareholders and noncontrolling interests for FY 2024 and FY 2023 was ? 321.08 Million and ? 567.93 Million respectively. The PAT attributable to shareholders

for FY 2024 (including total other comprehensive income) was ? 355.74 Million registering a decline of 35.36% over the PAT of ? 550.38 Million in FY 2023.

ii) On a standalone basis, the revenue for FY 2024 was ? 2,446.49 Million, lower by 27.04% over the previous year''s revenue of ? 3,352.99 Million. The PAT attributable to shareholders in FY 2024 was ? 107.87 Million registering a decline of 57.23% over the PAT of ? 252.21 Million in FY 2023.

CREDIT RATINGS

During the year under review, the Company had received its credit ratings from CRISIL Ratings. M/s. CRISIL Limited have reaffirmed ratings as CRISIL A- (Stable) for Long term and CRISIL A2 for Short term based on all the Bank facilities taken by the Company.

DIVIDEND

For conservation of profit for business extension, the Board of Directors had not recommended any dividend for the members of the Company for the Financial Year ended 31st March, 2024.

SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As of March 31, 2024, the Company has one subsidiary, M/s. BDJ Oxides Private Limited.

The Company has prepared a Consolidated Financial Statement of the Company and its material subsidiary, namely, M/s. BDJ Oxides Private Limited in the form and manner as that of its own, duly audited by M/s. S. Jaykishan, the statutory auditors in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter referred to as the ''SEBI Listing Regulations.'').

The Consolidated Financial Statement for the FY 2023-24 forms a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the forthcoming AGM while laying its financial statements under sub-section (2) of the said section. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company as Annexure I.

Further pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at www.jgchem.com under the segment ''Investor Relations''.

During the financial years 2022-23 and 2023-24, M/s. BDJ Oxides Private Limited is a material subsidiary in accordance with Regulation 16 of the SEBI Listing Regulations. The Company has formulated a policy for determining material subsidiaries. The Policy is available on the website of the Company at https://jgchem.com/governance.

A report on the performance and financial position of each subsidiary, as required by subsection (3) of Section 129 of the Companies Act, 2013 (the "Act"), read with Rule 5 of the Companies (Accounts) Rules, 2014, is provided in Form AOC-1 and annexed to this report as Annexure I.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company for the financial year ended 31st March 2024, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www. jgchem.com.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company (Standalone) for FY ended 31st March, 2024, after all appropriations and adjustments was ? 2,504.79 Million.

PROMOTERS'' GROUP SHAREHOLDING

As on March 31, 2024, the total shareholding of Promoter Group of your Company stood at 70.99% (previous year 100%) 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.

PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits covered under Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations forms an integral part of the Annual Report.

SHARE CAPITAL

Authorised Share Capital:

In view of the Initial Public Issue the Company has increased its Authorised Share Capital from ? 370 Million to 450 Million divided into 45 Million Equity Shares of ? 10/- each as approved in the Extra Ordinary General Meeting held on 29.02.2024.

Issued and Paid Up Share Capital:

During the year under review your Company came out with initial public offer resulting Issued & Paid-up Share Capital increased to ? 391.86 Million from ? 317.20 Million in the previous year. The complete details including reconciliation thereof has been provided in Note number 18 of the Standalone Financial Statement of Accounts as on 31.03.2024.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company as on 31st March, 2024 is available on the website of the Company at the following link: www.jgchem.com.

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

The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure- II, which is annexed hereto and forms a part of the Board''s Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended 31st March, 2024 and the date of this Board''s Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company''s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI (LODR) Regulations, the Board has six (6) Statutory Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Independent Directors'' Committee and the Risk Management Committee. Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company at https:// jgchem.com/governance/. The Annual Report on CSR activities is annexed marked as Annexure III and forms part of this report. The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2023-24 have been utilised for the purpose and in the manner approved by the Board of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has implemented a whistleblower policy and established a vigil mechanism in accordance with Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations. This mechanism allows directors and employees to report genuine concerns about unethical or improper activities without fear of retaliation. It includes safeguards against the victimization of whistleblowers and provides direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the Company''s website and may be accessed at the following link: https://jgchem.com/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf

During the financial year 31st March, 2024, the Company has not received any complaint under the vigil mechanism / whistle blower policy.

BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance, as well as that of its Committees and individual Directors, including the Chairman. This structured evaluation process covers various aspects of the Board''s functioning, including its composition, the experience and competencies of its members, performance of specific duties and obligations, contributions during meetings and otherwise, exercise of independent judgment, and governance issues.

REMUNERATION POLICY

The Company follows the policy to fix remuneration of its Directors, KMPs and other employees by taking into account the trend in the industry, qualification, experience, past performance and past remuneration of the respective Directors, KMPs and other employees, in the manner to strike a balance between the interest of the Company and its Stakeholders. The Nomination, Remuneration and Evaluation Policy is uploaded on the Company''s website and may be accessed at the following link: https://jgchem.com/wp-content/ uploads/2023/01/06.-NREP-01-20220525.pdf

TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. For related party transactions that are repetitive in nature, an omnibus approval is obtained from the Audit Committee.

All transactions with related parties entered into during the year under review were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

Currently, the Audit Committee comprises of all three Independent Directors of your Company along with Mr. Anuj Jhunjhunwala, Whole Time Director and Mr. Anirudh Jhunjhunwala, Managing director of the Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During FY 2023-24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link https://jgchem.com/wp-content/uploads/2024/02/JGCL-RPT-Policy-20.11.23.pdf .

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

RISK MANAGEMENT

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 RMC is responsible for reviewing the risk Corporate Governance Report, as stipulated by SEBI (LODR) Regulations, forms part of this Annual Report along with the required certificate from a Practising Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI (LODR) Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://jgchem.com/ wp-content/uploads/2023/01/18.-Code-BOD-01-20222025.pdf.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2023-24, the Board met 10 (Ten) times. The intervening gap between two consecutive board meetings did not exceed 120 days, as prescribed under the Act and SEBI (LODR) Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Section, which forms part of this Annual Report. Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meeting.

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on 28th February, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees, and the Board as a whole, including the performance of the Chairman. This review considered the views of Executive and Non-Executive Directors and assessed the quality, quantity, and timeliness of information flow between management and the Board, ensuring that the Board can effectively and reasonably perform its duties.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

With a view to familiarize the Independent Directors with the Organization Functions and set up and their roles, rights and responsibilities in the company and nature of industry in which the company operates etc.

Additionally, the Board is regularly updated on changes in statutory provisions relevant to the Company, as well as on the Company''s operations, key trends, and risk universe. These updates help the Directors stay informed about the Company on a regular basis. Additionally, the Independent Directors have declared compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, ensuring their names appear in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure-IV of this report.

KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel of the Company.

LISTING

During the year under review, the Company had listed its Equity shares on the National Stock Exchange (NSE) and BSE Limited (BSE). The Company has paid the requisite listing fees to all the Stock Exchanges for FY 2024-25.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from M/s. K.Arun & Co, Company Secretaries confirming compliance, is annexed herewith and marked as Annexure V forming part of this Report.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

STATUTORY AUDITORS AND AUDITOR''S REPORT

At the AGM of the Shareholders of the Company held on 29th September, 2023, M/s. S. Jaykishan, Chartered Accountants, having Firm Registration No. 309005E, have been re-appointed as the Statutory Auditors of the Company to hold office for a term of four consecutive years from the conclusion of the Annual General Meeting till the conclusion of the Annual General Meeting to be held for the Financial year ended 31st March, 2027 at a remuneration as may be decided by the Board of Directors in consultation with the Audit Committee and Statutory Auditors of the Company.

The Report given by M/s. S. Jaykishan, Chartered Accountants on the financial statement of the Company for the FY 2023-24 is part of this Annual Report. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors'' Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

COST ACCOUNTS AND COST AUDITORS

As per Section 148 of the Companies Act, 2013, 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 Auditor of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2024. The said Cost Audit Report does not contain any qualifications, reservations, adverse remarks and disclaimer.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the financial year ending 31 March, 2025. The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS

The Secretarial Audit was carried out by M/s. K. Arun & Co., Company Secretaries (Membership No. FCS 3829) for the financial year ended on 31st March, 2024. The Report given by the Secretarial Auditors is marked as Annexure - VI'' and forms a part of the Board''s Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretary appointed by material unlisted Indian subsidiary of the Company undertook secretarial audit for FY 2023-24.

Secretarial audit report confirms that the material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances.

DIRECTORS

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Anuj Jhunjhunwala (DIN: 00234926 ) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Anuj Jhunjhunwala (DIN: 00234926) as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company. The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the Nomination & Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements.

BOARD DIVERSITY

Your Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and may be accessed at the link https://jgchem.com/wp-content/ uploads/2024/06/Board-Diversity-Policy.pdf

CODE FOR PREVENTION OF INSIDER TRADING

Your 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.

GENERAL

Your 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:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• There are 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.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

• During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016

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

ACKNOWLEDGEMENT

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.

On behalf of the Board of Directors For J.G.Chemicals Limited

Suresh Jhunjhunwala

Executive Chairman & WTD (DIN: 00234725)

Date: 08 August 2024

Registered office: Anirudh Jhunjhunwala

Adventz Infinity@5, 15th Floor Unit 1511, Plot 5, Block - BN Managing Director & CEO

Sector - V, Salt Lake City, Kolkata - 700091 (DIN: 00234879)