The Board of Directors are pleased to present the 18th (Eighteenth) Annual Report of Jubilant Agri and Consumer Products Limited ("the Company") together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026 ("FY 2026").
1. FINANCIAL RESULTS
(' in million)
|
Particulars
|
Consolidated
|
Standalone
|
| |
Year ended March 31, 2026
|
Year ended March 31, 2025
|
Year ended March 31, 2026
|
Year ended March 31, 2025
|
|
Continuing operations
|
|
|
|
|
|
Total Revenue from Operations
|
18910.91
|
15610.30
|
18,571.80
|
15,405.57
|
|
Total Expenses
|
17194.87
|
14448.73
|
16,864.13
|
14,246.80
|
|
Operating Profit
|
1716.04
|
1161.57
|
1,707.67
|
1,158.77
|
|
Other Income
|
40.56
|
17.49
|
40.41
|
17.26
|
|
Profit before Exceptional Items and Tax from continuing operations
|
1756.60
|
1179.06
|
1,748.08
|
1,176.03
|
|
Exceptional items
|
34.65
|
-
|
34.65
|
-
|
|
Profit after Exceptional Items but before Tax from continuing operations
|
1721.95
|
1179.06
|
1,713.43
|
1,176.03
|
|
Tax Expenses
|
443.29
|
296.00
|
437.07
|
288.84
|
|
Profit for the year from continuing operations
|
1278.66
|
883.06
|
1,276.36
|
887.19
|
|
Discontinued operations
|
|
|
|
|
|
Loss before Tax from discontinued operations
|
-
|
(5.47)
|
-
|
(5.47)
|
|
Tax Expenses
|
-
|
-
|
-
|
-
|
|
Loss for the year from discontinued operations
|
-
|
(5.47)
|
-
|
(5.47)
|
|
Profit for the year from continuing and discontinued operations
|
1278.66
|
877.59
|
1276.36
|
881.72
|
|
Other Comprehensive loss
|
9.85
|
(2.02)
|
2.19
|
(2.62)
|
|
Total Comprehensive Income for the year (comprising profit and other comprehensive income for the year)
|
1288.51
|
875.57
|
1278.55
|
879.10
|
|
Retained Earnings brought forward from previous year
|
1600.62
|
723.03
|
1573.17
|
691.45
|
|
Retained Earnings to be carried forward
|
2879.28
|
1600.62
|
2849.53
|
1573.17
|
2. OVERVIEW
The Company is engaged in the business of manufacturing of Performance Polymers & Chemicals and Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth at its manufacturing facilities situated at Gajraula & Sahibabad in Uttar Pradesh, Kapasan in Rajasthan and Savli in Gujarat. The Company is the sole manufacturer of food grade Polyvinyl Acetate (PVAc) in India having state of the art manufacturing facility situated at Gajraula in Uttar Pradesh and also the dominant player in manufacturing of VP Latex having state of the art manufacturing facility situated at Savli in Gujarat.
Further, the Company has a Branch Office in the Dubai Development Authority Free Zone, Dubai, United Arab Emirates under the operating name 'Jubilant Agri and Consumer Products MEA' which was setup to explore the business opportunity to market the products in the Middle East and other countries.
The Company's brand 'Jivanjor' & 'Vamicol' in Wood Adhesive, 'Charmwood' & 'Ultra Italia' in Wood Finish and 'Ramban' in Agri Products are well known brands in their segments.
There has been no change in the nature of business of the Company during the FY 2026.
Consolidated Financials
In FY 2026 the consolidated revenue from operations was ' 18,910.91 million. EBITDA for the year stood at ' 2,000.49 million. Net Profit after tax from continuing operations was ' 1,278.66 million and Basic EPS from continuing operations on consolidated basis stood at ' 84.64.
The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the 'Act') and Ind-AS 110 'Consolidated Financial Statements' prescribed under Section 133 of the Act, forms part of the Annual Report.
Standalone Financials
In FY 2026 total revenue from operations from continuing operations was ' 18,571.80 million. EBITDA for the year stood at ' 1,991.97 million and Basic EPS from continuing operations on standalone basis stood at ' 84.49.
3. DIVIDEND
The Board of Directors have not recommended any dividend for the financial year 2025-26.
The Board of Directors of your Company has approved a Dividend Distribution Policy in line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The said policy is available on the website of the Company at: https://www.jacpl.co.in/uploads/prospectus/102invpdctfile Dividend-Distribution-Policy.pdf.
4. RESERVES
During the FY 2026, the Company has not transferred any amount to the Reserves.
5. CAPITAL STRUCTURE & STOCK OPTIONS Authorised Share Capital
The authorised share capital of the Company as at March 31,2026 was ' 77,97,76,170/- (Rupees Seventy Seven Crore Ninety Seven Lacs Seventy Six Thousand One Hundred and Seventy Only) divided into 7,79,77,617 (Seven Crore Seventy Nine Lakh Seventy Seven Thousand Six Hundred Seventeen) equity shares of ' 10/- each.
Paid-up Share Capital
During the FY 2025-26, the paid-up share capital was increased from ' 15,06,71,010 (Rupees Fifteen Crore Six Lakh Seventy One Thousand Ten Only) consisting of 1,50,67,101 (One Crore Fifty Lakh Sixty Seven Thousand One Hundred and One) equity shares to ' 15,15,24,930 (Rupees Fifteen Crore Fifteen Lakh Twenty Four Thousand Nine Hundred And Thirty Only) consisting of 1,51,52,493 (One Crore Fifty One Lakh Fifty Two Thousand Four
Hundred Ninety and Three) equity shares of ' 10 (Rupees Ten) each, due to allotment 40,792 equity shares pursuant to the exercise of options under the JACPL Employees Stock Option Scheme 2013 ("Scheme 2013") and 44,600 equity shares pursuant to the exercise of options under JACPL Employees Stock Option Scheme 2018 ("Scheme 2018").
Employees Stock Option Scheme
At present, the Company has two Employees Stock Option Schemes, namely JACPL Employees Stock Option Scheme 2013 ("Scheme 2013") and JACPL Employees Stock Option Scheme 2018 ("Scheme 2018"), which is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations"). There were no change in any of the aforesaid Schemes during the year under review.
During FY 2026, the Company granted 24,679 stock options to eligible employees under the JACPL Employees Stock Option Scheme 2018 ("Scheme 2018"). Further, the Company allotted 40,792 equity shares pursuant to the exercise of options under the JACPL Employees Stock Option Scheme 2013 ("Scheme 2013") and 44,600 equity shares pursuant to the exercise of options under JACPL Employees Stock Option Scheme 2018 ("Scheme 2018").
The disclosures as required under the SEBI ESOP Regulations, in respect of Scheme 2013 and Scheme 2018, are available on the Company's website at:
https://www.iacpl.co.in/uploads/prospectus/413invpdctfile ESOPDisclosures2026.pdf.
6. UPDATE ON SCHEME OF ARRANGEMENT FOR DEMERGER
• The Board of Directors of the Company at its meeting held on November 04, 2025, approved the Scheme of Arrangement for demerger between Jubilant Agri and Consumer Products Limited ("The Demerged Company") and Jubilant Agri Solutions Limited ("The Resulting Company") and their respective shareholders and creditors, under the provisions of Section 230-232 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder ("Scheme").
• The Scheme, inter alia, provides for demerger, transfer and vesting of the Agri Division i.e. the Demerged Undertaking (as defined in the Scheme) from the Demerged Company into the Resulting Company on a going concern basis, and issue of equity shares by the Resulting Company to the equity shareholders of the Demerged Company as on Record date, in consideration thereof, in the following ratio: "1 (One) fully paid up equity share of face value of ' 10/- (Rupee Ten) each of the Resulting Company for every 1 (One)
fully paid up equity share of face value of ' 10/- (Rupee Ten) each held in the Demerged Company."
• The existing equity shares held by Demerged Company in the Resulting Company shall stand cancelled. The Scheme is subject to the receipt of requisite approvals from statutory and regulatory authorities and the respective shareholders and creditors, under applicable law. The appointed date of the Scheme shall be the effective date.
• Further, the shares will be issued as consideration by Resulting Company to the shareholders and of the Demerged Company pursuant to the Scheme and shall be listed on BSE and NSE.
• The companies involved in the Scheme had obtained No Objection Letters having no adverse Observation from the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), both dated April 17, 2026.
• Pursuant to the receipt of the aforesaid NOCs, the Company is in the process of filing an application before the Allahabad Bench of the National Company Law Tribunal (NCLT) under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in relation to the aforesaid Scheme.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As at March 31,2026, the Company has two Wholly-owned Subsidiary, Jubilant Industries Inc., USA ("JIL USA") and Jubilant Agri Solutions Limited (" JASL").
JIL USA is engaged in overseas trading of Solid Poly Vinyl Acetate and Latex.
During FY 2026, it had revenue from operations ' 869.21 million. Net Profit after tax for the year 2026 is ' 11.20 million.
JASL was incorporated on April 07, 2025 to carry on the business of manufacturing, marketing, and trading of agricultural products and chemicals, among other related activities. The Company, along with its 7 (Seven) nominees, has subscribed to 100% of the share capital of JASL.
During FY 2026, it had no revenue from operations, as the Company is in the process of commencement of operation. Net Profit after tax for the year 2026 is (0.19) million.
A statement containing salient features of the financial statements of Company's subsidiary including therein contribution of subsidiaries to the overall performance of the Company is given in Form AOC 1 attached to the financial statements.
During FY 2026, there were no associates or joint ventures of the Company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment, Re-appointment and Resignation of Directors and Key Managerial Personnel:
Pursuant to the provisions of the Act, Mr. Priyavrat Bhartia (DIN: 00020603) will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his reappointment to the members in the ensuing 18th AGM.
During the financial year under review:
• Mr. Shamit Bhartia (DIN: 00020623), who retires by rotation at the 17th Annual General Meeting and being eligible offered himself for the re-appointment, has been re- appointed on the Board by the mebers.
• The Board at its meeting held on May 29, 2025, based on recommendation of Nomination and Remuneration Committee, approved the reappointment of Mr. Ravinder Pal Sharma (DIN:03411214) effective from September 03, 2025 which was subsequently approved by members at 17th Annual General meeting of the Company.
• The Board at its meeting held on May 29, 2025, based on recommendation of Nomination and Remuneration Committee, approved the continuation of Mr. Radhey Shyam Sharma (DIN: 00013208) as NonExecutive Independent Director upon attaining age of 75 years on February 01, 2026 until the completion of his second term on October 24, 2028, which was subsequently approved by members at 17th Annual General meeting of the Company.
Pursuant to provisions of Section-2(51) read with Section-203 of Companies Act, 2013, the following were the Key Managerial Personnel of the Company as on March 31, 2026:
• Mr. Mohandeep Singh, CEO & Whole-time Director
• Mr. Umesh Sharma, Chief Financial Officer and
• Mr. Hariom Pandey, Company Secretary and Compliance officer.
During the FY 2026, there were no change in Key Managerial Personnel of the Company.
Declaration by Independent Directors
All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149 read with Schedule IV of the Act and Regulation 16 of the Listing Regulations and have also confirmed for compliance of inclusion of name in the data bank, being maintained with 'Indian Institute of Corporate Affairs' as provided under the Act read with applicable
rules made thereunder. The Company has also received declaration from the Independent Directors that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.
They have also confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties in terms of Regulation 25(8) of the SEBI Listing Regulations with an objective independent judgement and without any external influence.
Meetings of the Board
During the FY 2026, 4 (Four) meetings of Board of Directors were held. The details of Board Meetings and the attendance of Directors have been provided in the Corporate Governance Report, attached to this Report.
Nomination, Remuneration and Compensation Policy
The Company has implemented a Nomination, Remuneration and Compensation Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report, attached to this Report.
Annual Performance Evaluation of the Board
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process of annual performance evaluation of the Board, its Committees, Chairperson and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.
9. AUDIT COMMITTEE
As on date, the Audit Committee consists of three members: Mr. Ravinder Pal Sharma, Chairman, Mr. Radhey Shyam Sharma, Member, and Ms. Sanjanthi Sajan, Member.
All the recommendations made by Audit Committee were accepted by the Board of Directors.
Further information about the Audit Committee is provided in the Corporate Governance Report attached to this Report.
10. AUDITORS & AUDITORS' REPORT Statutory Auditor
In terms of the provisions of Section 139 of the Act, the
Members of the Company in the 16th (Sixteenth) Annual General Meeting held on September 23, 2024 has reappointed M/s BGJC & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 003304N/ N500056), as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting of the Company, to be held for the financial year 2028-29.
The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors' Reports.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation-24(A) of Listing Regulations, pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, M/s. Sanjay Grover & Associates (ICSI Firm Registration No.: P2001DE052900), Company Secretaries, a Peer Reviewed Firm of Company Secretaries in practice, has been appointed as Secretarial Auditors of the Company for a period of five consecutive years commencing from financial year 2025-26 till financial year 2029-30. The Secretarial Audit Report is attached as Annexure 1 to this report and does not contain any qualification, reservation or adverse remark or disclaimer.
Cost Auditor
In terms of Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to make and maintain the cost accounting records and have them audited every year by a qualified Cost Accountant. The Company has made and maintained the cost accounts and records as required.
The Company has appointed M/s. J. K. Kabra & Co., Cost Accountants (Firm Registration No.: 0009) as the Cost Auditors of the Company for the Financial Year 2025-26. The cost audit report for the financial year 2024-25 submitted by the said Cost Auditors during the FY 202526 does not contain any qualification, reservation or adverse remark. Also the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2024-25.
The remuneration payable to the Cost Auditors for the financial year 2025-26, as recommended by the Audit Committee and approved by the Board, was placed before the members for ratification at the 17th Annual General Meeting. The members have approved the said remuneration
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No of Complaints of sexual harassment received in the financial year
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NIL
|
|
No of Complaints of sexual harassment disposed off in the financial year
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NIL
|
|
No of Complaints of sexual harassment pending for more than 90 days
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NIL
|
|
No. of Complaints pending as at the end of FY
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NIL
|
The Board of Directors upon recommendation of the Audit Committee has appointed M/s. J. K. Kabra & Co., Cost Accountants (Firm Registration No.: 0009), as the Cost Auditors for FY 2026-27 and the remuneration has also been proposed for ratification by the members at ensuing Annual General meeting.
11. REPORTING OF FRAUDS BY AUDITORS
During the year, there were no instances of fraud reported by auditors under section 143(12) of the Act.
12. RISK MANAGEMENT
The Board of Directors of the Company in its Meeting held on November 04, 2024 has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness.
The Board of Directors of your Company has approved a Risk Management Policy in line with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The said policy is available on the website of the Company at
https://www.jacpl.co.in/Uploads/image/13imguf RMCPolicvandCharter-final.pdf
A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of this Annual Report.
13. HUMAN RESOURCES
At Jubilant Agri and Consumer Products, our people are the cornerstone of our success. Guided by our core values of Caring, Sharing, and Growing, we are committed to building a high-performance, inclusive, and future-ready workforce that aligns with our business strategy and growth ambitions.
People-Centric Policies and Culture
Our human resources policies are designed to attract, develop, and retain top talent while fostering a values-driven culture. We emphasize diversity, transformation, and critical skills development to ensure our teams are equipped for both current performance and future growth.
People Agenda and Workforce Development
We continue to build a skilled, experienced, diverse, and productive workforce that supports safe, reliable, and sustainable operations. Our inclusive talent management philosophy ensures that the right talent is in the right place at the right time, enabling transformation and business continuity.
Digital Transformation
Over the past several years, we have made significant strides in becoming a digitally empowered organization. Our digital strategy, developed in collaboration with strategic partners, enables our customer-facing teams to leverage technology for enhanced customer satisfaction and improved business outcomes.
Talent Management and Internal Mobility
Talent management remains a key focus area. We promote job enlargement, rotation, and internal mobility, ensuring employees are deeply integrated into our culture and business. Transparent communication from CEO Town Halls to structured updates fosters trust, collaboration, and alignment across the organization.
Training and Capability Building
We invest in continuous learning through training programs, on-the-job learning, and special projects. Our Sales Excellence vertical partners with the B2C business to deliver "The Jubilant Way of Selling" across geographies, supported by Pan-India training and certification programs that drive performance and customer engagement.
Compliance and Workplace Safety
We are committed to maintaining a safe, respectful, and compliant workplace. An Internal Complaints Committee is in place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and the status of the Complaints during the financial year 2025-26 are as follows:
14. AWARDS AND ACCOLADES
During the FY 2026, the Company plant's received below awards during the year:
• Gajraula plant has received "Grow Care Safety Award" in Platinum category for plant's performance in Safety Excellence
• Gajraula plant has received "Gold Award" in "Green Tech Safety Excellence" Category.
• Gajraula plant has received "5 Star Rating" in "Vision Zero Rating System"
• Gajraula plant has received "Gold Award" in "ICC Environment Excellence Award"
• Sahibabad plant has received "Grow Care Safety Award" in Gold category for plant's performance in Safety Excellence.
• Savli plant has received "Grow Care Safety Award" in Gold category for plant's performance in Safety Excellence.
• Savli plant has received "FAME National Award" in Platinum for plant's performance in Safety Excellence.
• Kapasan plant has received "Grow Care Safety Award" in Gold category for plant's performance in Safety Excellence.
• Kapasan plant has received "Gold Award" in "Green Tech Safety Excellence" Category.
• Gajraula Plant has obtained an International Recognition from EcoVadis. The company has obtained a score of 64/100 and, for this achievement, has been awarded a Bronze EcoVadis Medal.This result places our plant among the top 35 percent of companies assessed by EcoVadis. and
• Savli (Vadodara) Plant has obtained an International Recognition from EcoVadis. The company has obtained a score of 60/100 and, for this achievement, has been awarded a Bronze EcoVadis Medal.This result places our plant among the top 35 percent of companies assessed by EcoVadis.
15. SUSTAINABILITY REPORT
The Company firmly believes in inclusive growth of its business with the Environmental enrichment and Social development based on the triple bottom line concept of Sustainable Development.
The Company will publish its Corporate Sustainability Report 2025-26 conforming to Global Reporting Initiative GRI STANDARDS fulfilling the 'In Accordance'-Comprehensive reporting criteria. As a green initiative, this report will be available on the website of the Company (www.jacpl.co.in) and GRI database. As an extension of the green initiative to minimise the impact on environment, the Annual Report is emailed to shareholders whose email id is registered with the Company/Depositories to reduce use of paper.
Sustainability initiatives have been undertaken for reduction of emission parameters, energy consumption and greenhouse gas emission. Energy Conservation drive have been carried out to strengthen the awareness and participation of employees in reducing avoidable Energy losses. Steam and Power consumptions norms improvement achieved while taking Energy Conservation
drive in SSP- Kapasan, Adhesive- Gajraula, SSP- Gajraula and Adhesive- Sahibabad plants. Wastewater generated in fertilizer plant is completely recycled and reused. In other plants it is treated and disposed as per Consent conditions. Natural Resource conservation measures have been strengthened through reuse of hazardous wastes i.e. silica sludge, Sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel (Rice Husk, Fuel Wood, Saw Dust & Mustard Husk Briquettes) have been successfully used, completely eliminating use of coal in hot air generators at our Gajraula Plant in the reporting year. This has resulted in considerable GHG reduction.
16. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is an integral part of the Company's corporate philosophy and is implemented in accordance with Section 135 read with Schedule VII of the Companies Act, 2013. The Company undertakes its CSR initiatives through the Jubilant Bhartia Foundation (JBF), the not for profit arm of the Jubilant Bhartia Group, with a focus on healthcare, education, livelihoods, agriculture, women empowerment, and social entrepreneurship, primarily in communities around its manufacturing locations.
During FY 2025-26, key interventions included affordable and preventive healthcare, strengthening rural education, farmer support, and promotion of social entrepreneurship, in alignment with the United Nations Sustainable Development Goals (SDGs).
For more detailed information, you can visit their website: www.iubilantbhartiafoundation.com
The brief information of CSR activities carried out by the Company is stated below:
A. Arogya- Providing affordable basic & preventive health care- 33000 population 16 Villages in Kapasan through Jubilant Aarogya (Providing affordable healthcare through mobile & static clinic enabled with JUBICARE- platform along with need-based health awareness camps.
B. Muskaan-Supporting Rural Government Primary
Education- The foundation aims at strengthening education and learning environment in rural areas more than 2000 beneficiaries (students & teachers) through school digitization and school strengthening program. To bridge the urban and rural divide and to enhance the mode of learning in government schools, the foundation is implementing school digitization program through Edu lab Program which focuses on improving the learning needs of students by integrating advanced educational tools and methodologies.
C. JubiFarm-To achieve holistic development in rural villages by enhancing farmers' access to modern and sustainable farming methods and diversifying incomegenerating opportunities.
D. Rural Development- The foundation supported infrastructure strengthening initiative to enhance the quality of lives of the community.
E. Bharat Impact Jubilant Bhartia Centre for Social Entrepreneurship- This year a centre to promote social entrepreneurship was launched which focuses on incubation, education, and research to support social entrepreneurs.
During FY 2025-26, the Company contributed ' 156 Lakh on a standalone basis towards CSR activities.
The Annual Report on CSR including contents of the CSR Policy and composition of Sustainability & Corporate Social Responsibility Committee is attached as Annexure 2 to this Report.
17. INVESTOR SERVICES
In its endeavour to improve investor services, your Company has taken the following initiatives:
• The Investor Section on the website of the Company (www.iacpl.co.in) is updated regularly for information of the shareholders.
• Disclosure(s) made to the Stock Exchanges are promptly uploaded on the website of the Company, as per the requirement of the SEBI Listing Regulations, for information of the Investors.
• There is a dedicated e-mail id investorsiacpl@iubl.com for sending communications to the Company Secretary and Compliance Officer.
Members may lodge their requests, complaints and suggestions on this e-mail as well.
18. INTERNAL FINANCIAL CONTROL
The Company's internal control framework are commensurate with the size and nature of its operations. M/s BGJC & Associates LLP, Statutory Auditors have audited the financial statements of the Company included in this annual report and have also confirmed the adequacy and operational effectiveness of its internal control over financial reporting (as defined in Section 143 of the Act) as on March 31, 2026. A detailed section on Internal Controls and their Adequacy is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.
19. OTHER STATUTORY DISCLOSURES
i. Extract of Annual Return: In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available
under the 'Investors' section of the Company's website and can be viewed at the following link: www.iacpl.co.in.
ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under the said Chapter.
iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos. 07, 08 and 41 to the Standalone Financial Statements.
iv. Particulars of Contracts or Arrangements with the Related Parties: The Company had formulated a policy on Related Party Transactions ('RPTs'), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.
All RPTs entered into during FY 2025-26 were in the ordinary course of business and were entered on arm's length basis. No material RPTs were entered into during FY 2025-26 by the Company as defined in the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act in Form AOC 2 is not applicable. Your Directors draw attention of the members to Note no. 40 to the Standalone Financial Statements which sets out the Related Party disclosures.
v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2025-26 till the date of this Report, which affects the financial position of the Company.
vi. Significant or Material orders: No significant or material orders have been passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.
vii. Vigil Mechanism/Whistle Blower Policy: The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report, which forms an integral part of this report.
viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The
Company is engaged in the business of manufacturing of Performance Polymers &
Chemicals and Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth and the information as required under Section 134 of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014, as amended, has been given in Annexure 3 and forms part of this Report.
ix. Particular of Employees: Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 4 and forms part of this Report. The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) and Rule 5(3) of the Rules, is provided in a separate annexure forming part of this Board's Report. However, in terms of the provisions of Section 136 of the Act, the Annual Report is being sent to the members of the Company, excluding the said annexure. The said annexure is available for inspection by the shareholders at the Registered Office of the Company during working hours of the Company i.e. on Monday to Friday between 11:00 a.m. (IST) to 01:00 p.m. (IST). Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary of the Company or send an email at the following email address: investorsiacpl@jubl.com.
x. Secretarial Standards of ICSI: The Company has complied with the Secretarial Standard-1 on 'Meetings of the Board of Directors' and Secretarial Standard-2 on 'General Meetings' issued by the Institute of Company Secretaries of India.
xi. Transfer to Investor Education and Protection
Fund: The details of unpaid or unclaimed dividend and shares thereof transferred to Investor Education and Protection Fund have been disclosed in Corporate Governance Report and forms an integral part of this report.
xii. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along-with their status as at the end of the financial year: Not Applicable
xiii. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable.
xiv. The disclosures as required under Rule 4, Rule 8, Rule 12 and Rule 16 of the Companies (Share
Capital & Debentures) Rules, 2014 are not applicable to the Company.
xv. During the financial year 2025-26, the Company complied with the provisions of the Maternity Benefits Act, 1961.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors, based on the representation received from the management, confirm that:
• in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
• the Directors had selected such accounting policies and applied them consistently and made iudgments 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, 2026 and of the profit or loss of the Company for the year ended March 31, 2026;
• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• the Directors had prepared the annual accounts on a going concern basis;
• the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
21. CORPORATE GOVERNANCE
As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.
A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure 5 and forms part of this Report. A certificate from the Statutory Auditor confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, 2015 as amended time to time, is attached to the Corporate Governance Report.
The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2026. A certificate from the CEO & Whole-time Director confirming the same is attached to the Corporate Governance Report.
A certificate from the CEO & Whole-time Director and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.
22. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report, as stipulated under the Listing Regulations, is presented in a separate Section forming part of this Annual Report.
For the sake of brevity the items covered in the Board Report are not repeated in the Management Discussion and Analysis Report.
23. ACKNOWLEDGMENTS
Your Directors acknowledge with gratitude the cooperation and assistance received from the Central and State Government Authorities. Your Directors thanks the Shareholders, Banks/other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.
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