The Board of Directors are pleased to present its Report for the financial year ended 31st March, 2026. During the year under review, the Company delivered a steady operational and financial performance despite global economic uncertainties, geopolitical developments and volatility in input costs towards last 2 months of FY 26. On a standalone basis, revenue increased by 8.4% to '3,533 crore and EBITDA grew by 13.1% to '533 crore, reflecting improved operating efficiencies and the continued strength of the Hi-Tech Agri business. The Company also generated healthy cash flows and achieved a significant improvement in working capital management.
On a consolidated basis, revenue increased by 10.7% to '6,400 crore and EBITDA rose by 12.8% to '809 crore. The Hi-Tech Agri segment remained the principal growth driver, recording revenue growth of 20.5% and EBITDA growth of 26.2% during the year. The consolidated working capital cycle improved from 201 days to 186 days and the business generated cash from operations of '619 crore. Further, the Company successfully completed repayment of all standalone RTL and FITL obligations, reinforcing its commitment towards financial discipline and balance sheet strengthening.
With a diversified business portfolio, a strong presence in domestic and international markets and a healthy order pipeline, the Company remains focused on sustainable growth, operational excellence and long-term value creation for all stakeholders.
A] Operations
1) Financial Highlights {Standalone}
The FY26 financial performance is presented in the table below: ' in Crore (except EPS)
|
Particulars
|
2025-26
|
2024-25
|
|
Domestic & Export Sales (Net)
|
3243.03
|
3,062.51
|
|
Domestic & Export Services (Net)
|
269.62
|
118
|
|
Other Operating income
|
20.64
|
78.51
|
|
Sub Total
|
3,533.29
|
3,259.02
|
|
Other income
|
19.57
|
17.35
|
|
Total Income
|
3,552.86
|
3,276.37
|
|
Operating Profit
|
552.06
|
488.33
|
|
interest and Finance Charges
|
296.27
|
291.69
|
|
Depreciation and Amortisation
|
167.81
|
159.01
|
|
Profit before taxation and exceptional items
|
87.98
|
37.64
|
|
Exceptional items
|
(20.72)
|
-
|
|
Profit/{loss) before tax
|
67.26
|
37.64
|
|
Particulars
|
2025-26
|
2024-25
|
|
Provision for Tax
|
|
|
|
Current Tax Provision
|
-
|
-
|
|
Deferred Tax Asset/(Liability)
|
43.23
|
12.92
|
|
Profit/(Loss) for the year before Prior Period Expenses
|
24.03
|
24.71
|
|
Prior Period items-income/ (Expenses)
|
-
|
-
|
|
Profit/{Loss) for the year
|
24.03
|
24.71
|
|
Earnings per Share
|
|
|
|
Basic
|
0.33
|
0.36
|
|
Diluted
|
0.33
|
0.35
|
2) State of affairs of the Company
a) Standalone: FY 26
During FY 2025-26, the Company delivered a strong performance driven by robust growth in its Hi-Tech Agri business, improved operational efficiencies and continued focus on working capital management. Standalone revenue increased by 8.4% to '3,533.3 Crore from '3,259.0 Crore in the previous year, while EBITDA grew by 13.1% to '533 Crore from '471.0 Crore. EBITDA margin improved to 15.1% as compared to 14.5% in FY 2024-25.
The Hi-Tech Agri business continued to be the key growth driver for the Company, registering revenue growth of 20.7% and EBITDA growth of 27.2% during the year. The business benefited from healthy domestic demand, growth in exports and sustained contribution from the Tissue Culture business. The EBITDA margin of the segment improved to 18.7% from 17.8% in the previous year.
The Plastic Division reported revenue of '1,188.9 Crore as compared to '1,316.7 Crore in FY 2024-25. While domestic demand remained subdued in certain market segments, the Company continued to focus on operational efficiencies and strengthening its market position.
The Company maintained a strong focus on liquidity, cash generation and balance sheet strengthening during the year. Cash generated from operations stood at '350 Crore and the standalone working capital cycle improved from 282 days to 267 days. Further, the Company successfully completed repayment of all due Restructured Term Loan (RTL) and Funded Interest Term Loan (FITL) obligations, marking a significant milestone in its deleveraging journey.
The standalone order book as on 31st March, 2026 stood at '975 Crore, comprising '643 Crore for Hi-Tech Agri Input Products, '177 Crore for Plastic Products and '155
Crore for Food/Agri business. The Company remains focused on profitable growth, operational excellence, prudent capital allocation and sustainable value creation for all stakeholders.
b) Consolidated: FY 26
During FY 2025-26, the Company reported consolidated revenue of '6,399.5 Crore as compared to '5,779.3 Crore in FY 2024-25, registering a growth of 10.7%. Consolidated EBITDA increased by 12.8% to '808.9 Crore from '716.8 Crore, with EBITDA margin improving to 12.6% from 12.4% in the previous year.
The Hi-Tech Agri business emerged as the principal growth driver, achieving revenue growth of 20.5% and EBITDA growth of 26.2% despite global challenges, including geopolitical uncertainties and tariff-related impacts. The India domestic business recorded healthy growth of 29.3% during the year. The Plastic Division recorded revenue growth of 2.4%, supported by strong performance of the overseas plastic business, which registered growth of 13.5% during the year. The Agro Processing business also delivered a healthy performance, with revenue increasing by 9.3% and EBITDA growing by 9.0%, supported by growth in international markets.
The Company continued its disciplined approach towards working capital management and cash flow generation. Consolidated cash generated from operations stood at '619 Crore during FY 2025-26, while the working capital cycle improved significantly from 201 days to 186 days. These improvements reflect the Company's continued focus on operational efficiency, prudent financial management and effective capital allocation. The consolidated order book as on 31st March, 2026 stood at '1,735 Crore, comprising '1,340 Crore for Hi-Tech Agri Input Products, '218 Crore for Food/ Agri business and '177 Crore for Plastic Products.
Supported by a diversified business portfolio, strong market presence, healthy order pipeline and continued focus on innovation and operational excellence, the Company remains well positioned to capitalize on emerging growth opportunities and create sustainable long-term value for its stakeholders.
3) Dividend
a) Dividend Distribution Policy
The Company has adopted the Dividend Distribution Policy with respect to SEBI notification dated 8th July, 2016 and the detailed policy is available on our website at - https://www.jains.com/Company/investor/data/ Company%20lnformation/Policies/files/JISL_Dividend _Policy.pdf
b) Dividend for the Financial Year 2025-26
The Directors in their meeting held on 15th May, 2026 did not recommend any Dividend to the shareholders on Ordinary and DVR Equity Shares of '2.00 each, in view of meagre profit for the year ended 31st March, 2026.
Under Resolution Plan (2022 - 2028) Company is restricted from declaring Dividends anyway.
4) Capacity Expansion and Capital Expenditure
The Company has continued its pre-decided maintenance Capex. The following table shows the Capex incurred for maintenance during the year.
|
Segment Name
|
Net Capex FY 2026 C in Crore)
|
|
Hi-Tech
|
94.74
|
|
Plastics
|
12.60
|
|
HO and Others
|
15.75
|
|
Gross Capex
|
123.09
|
|
Less Assets (sale/ Discarded)
|
(55.89)
|
|
Net Capex
|
67.21
|
5) List of Awards/ Recognition - Financial Year 2025-26
The Company has received the following awards and accolades during the FY 2025-26.
|
Year Name & Nature of Award / Recognition / Ranking/ Felicitation
|
Sponsored
by
|
Instituted By
|
Given By
|
Citation
|
Rank
Level
|
Received
By
|
Product / Individual
|
|
2025 Star Performer Award - 2022-23 National Award for Export Excellence - 55th National Award for 2022-23 Star Performance Exporter Awards of EEPC India for the year 2022-23 (55th Edition)
|
Ministry of Commerce & Industry, GoI
|
EEPC India -
(Engineering
Export
Promotion
Council of
India)
(Formerly
Engineering
Export
Promotion
Council)
|
Ashish Shelar, Minister of Information Technology and Cultural Affairs, Maharashtra
Vimal Anand,
Joint Secretary, Department of Commerce, Ministry of Commerce and Industry. Gol (Middle)
|
Export Excellence in the “Agriculture Machinery & Parts- Large Enterprise category”.
|
N
|
Abhedya
Jain
and
Bipeen
Valame
|
Agriculture Machinery & Parts
|
|
Year Name & Nature of Award / Recognition / Ranking/ Felicitation
|
Sponsored
by
|
Instituted By
|
Given By
|
Citation
|
Rank
Level
|
Received
By
|
Product / Individual
|
|
2025 Star Performer Award - 2023-24 National Award for Export Excellence - 56th National Award for 2023-24 Star Performance Exporter Awards of EEPC India for the year 2023-24 (56th Edition)
|
Ministry of Commerce & Industry, GoI
|
EEPC India -
(Engineering
Export
Promotion
Council of
India)
(Formerly
Engineering
Export
Promotion
Council)
|
Piyush Goyal, Hon'ble Minister of Commerce and Industry, Government of India
|
Unwavering commitment to innovation, superior quality, and sustainable solutions in water engineering technology.
|
N
|
Anil Jain & Athang Jain
|
Agriculture Machinery & Parts
|
|
2025 Vivekananda International Relations Peace Award 2025-2026
|
|
Chakra Vision India Foundation, Mumbai
|
Senior Indian Army officer Lieutenant General Arun Ananthanarayanan, famous film actor Jackie Shroff, Padma Shri Dr. G. D. Yadav, Ravi Iyer
|
Individuals who have made remarkable contributions in the fields of agriculture, science and technology, sustainable development, economic contribution to the nation's development, and humanitarian work, crossing national borders for global welfare and progress
|
N
|
Ashok
Jain
|
General
|
|
2025 Smart Banana Farm-Tech Promotion Award
|
|
ICAR-National
Research
Centre for
Banana
(NRCB),
Tiruchirappalli,
Tamil Nadu
|
Dr. R. Selvarajan, Principal Scientist and Director (ICAR- National Research Centre for Banana (NRCB)) and Dr. Tusar Kanti Behera, Director, ICAR- Indian Institute of Horticultural Research, Bengaluru.
|
Jain Irrigations outstanding and pioneering contributions to banana cultivation in India and across international markets. Over the decades, the company has created a silent green revolution in banana farming by introducing a transformative blend of high- quality tissue culture banana plants, advanced drip irrigation and fertigation technologies, and digital agriculture tools.
|
N
|
K.B. Patil & Anil B. Patil
|
Tissue
Culture
Banana
|
|
2025 State Export
Excellence Gold Award for 2022-23
|
|
Directorate of Industries, Government of Maharashtra
|
Uday Samant, Minister of Industries, Government of Maharashtra
|
Plastic Products, Micro-Irrigation Systems, PVC & HDPE Pipes, Moulded Articles, and various Sheets (Large-Scale Enterprise) 2022¬ 23
|
S
|
Atul B. Jain
|
Plastic
Products
|
|
Year Name & Nature of Award / Recognition / Ranking/ Felicitation
|
Sponsored
by
|
Instituted By
|
Given By
|
Citation
|
Rank
Level
|
Received
By
|
Product / Individual
|
|
2025 State Export
Excellence Gold Award for 2023-24
|
|
Directorate of Industries, Government of Maharashtra
|
Uday Samant, Minister of Industries, Government of Maharashtra
|
Large-Scale Enterprise in the Plastic Products Sector and as a 100% Export- Oriented Unit (EOU) in Foam Sheet Manufacturing 2023-2024.
|
S
|
Abhedya Jain & Amoli Jain- Sanghvi
|
Plastic
Products
|
|
2025 TOI Ecopreneur Honours 2025 for Biodiversity & Water Conservation Leadership
|
|
The Times of India Group
|
Rajib Chakraborty, National President,
sfia.
|
Its long-standing leadership in sustainable agriculture, biodiversity conservation, and climate- resilient water management.
|
N
|
Athang
Jain
|
CSR
|
|
2025 PLEXCONCIL
Award 2023-2024
|
Ministry of Commerce and Industry, Government of India
|
-PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter Drip Irrigation Systems (1st Prize, 2023¬ 2024)
|
N
|
Anil Jain
|
Drip
|
|
2025 PLEXCONCIL
Award 2024-2025
|
Ministry of Commerce and Industry, Government of India
|
PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter Drip Irrigation Systems (1st Prize, 2024¬ 2025)
|
N
|
Dr. Anil Patil
|
Drip
|
|
2025 PLEXCONCIL
Award 2023-2024
|
Ministry of Commerce and Industry, Government of India
|
PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter Fittings for Pipes & Hoses (of Plastics) (2nd Prize, 2023¬ 2024)
|
N
|
V M. Bhat
|
Fittings & Hoses
|
|
2025 PLEXCONCIL
Award 2023-2024
|
Ministry of Commerce and Industry, Government of India
|
PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter Fittings for Pipes & Hoses (of Plastics) (2nd Prize, 2024¬ 2025)
|
N
|
Dr.
Balkrishna
Yadav
|
Fittings & Hoses
|
|
2025 PLEXCONCIL
Award 2023-2024
|
Ministry of Commerce and Industry, Government of India
|
PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter Pipes & Hoses of Plastics (1st Prize, 2023¬ 2024)
|
N
|
Rajendra
Mahajan
|
Pipes & Hoses
|
|
Year Name & Nature of Award / Recognition / Ranking/ Felicitation
|
Sponsored
by
|
Instituted By
|
Given By
|
Citation
|
Rank
Level
|
Received
By
|
Product / Individual
|
|
2025 PLEXCONCIL
Award 2024-2025
|
Ministry of Commerce and Industry, Government of India
|
PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter Pipes & Hoses of Plastics (2nd Prize, 2024¬ 2025)
|
N
|
S. N. Patil
|
Pipes & Hoses
|
|
2025 PLEXCONCIL
Award 2023-2024
|
Ministry of Commerce and Industry, Government of India
|
PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter PVC Foam Sheet (1st Prize, 2023¬ 2024)
|
N
|
k. b.
Sonar
|
PVC Foam Sheet
|
|
2025 PLEXCONCIL
Award 2024-2025
|
Ministry of Commerce and Industry, Government of India
|
PLEXCONCIL
|
Piyush Goyal, Minister of Commerce and Industry, Minister of Textiles and Minister of Consumer Affairs, Food and Public Distribution.
|
Top Exporter PVC Foam Sheet (1st Prize, 2024¬ 2025)
|
N
|
Suchita
Keravant
&
Deepa
Shivde
|
PVC Foam Sheet
|
6) Material developments in Human Resource
Our organization embarked on a major structural modernization this fiscal year to establish a standardized, completely objective, and "faceless” HR environment that ensures equitable policy execution across all operating centers. By transitioning our backend architecture away from our legacy, FoxPro-based setup to a centralized, web-based platform, we have unified our diverse geographical hubs under a single, transparent digital matrix. This strategic upgrade completely streamlines our administrative workflows, eliminates subjective local interpretations, and enhances operational clarity. Ultimately, by simplifying routine data management, we empower our Associates to direct their focus outward, allowing them to look beyond basic administrative tasks and act as true stewards of our core mission: to leave this world better than we found it.
Driving Operational Modernization: The Core System Rollout
The foundational phase of this digital transformation focused on deploying two critical modules in December to bring immediate transparency directly to our workforce:
Workforce Management: This module unifies the complete professional lifecycle—from initial talent acquisition and onboarding to internal transitions— into a single, secure digital profile, eliminating legacy paperwork and tracking friction.
Time Office Integration: Attendance tracking and leave administration have transitioned into an objective, real¬ time ecosystem. By digitizing shift structures, holiday calendars, and leave request approvals, the system provides an unalterable record of time-office data.
Following the December-2025 launch, the period from December-2025 to March-2026 was dedicated to an intensive, hands-on onboarding initiative. Associates across all operating centers were granted system access and trained to manage their profiles, log daily attendance, request time off, and record "away from work” instances directly through the platform. Perfecting this user-familiarity phase was our highest priority, as precise attendance records provide the essential, basic input data required for our upcoming payroll workflows.
Empowering Field Operations and Expanding Inclusivity
A standout success of this mobile-first deployment has been its impact on our field teams. Previously vulnerable to feeling distant from central corporate HR touchpoints, our field-based Associates now possess a seamless, real-time link to the organization. Regardless of their physical deployment site, they can independently log attendance, track leave balances, and stay synchronized with organizational workflows from anywhere at any time.
Cultivating Connection, Well-being, and Family Support
We continued to nurture a vibrant workplace community by balancing rigorous operational metrics with cultural enrichment and dedicated welfare support:
Cultural Celebrations
Major traditional festivals were celebrated collectively across all operating hubs, serving as vital touchpoints to nurture shared joy, break down structural barriers, and build deep camaraderie:
Makar Sankranti: The traditional exchange of festive sweets during this harvest festival softens workplace hierarchies, encouraging warm, peer-to- peer conversations and establishing a foundation of mutual goodwill across diverse teams.
Pola: By honoring our deep-rooted agricultural traditions, this celebration strengthens the emotional connection between our Associates and our core environmental purpose, instilling a shared sense of pride in our collective hard work.
Janmashtami: The celebration of mindfulness and new beginnings inspires a shared sense of optimism and renewal, encouraging Associates to reflect on personal growth and align their inner values with our broader mission.
Diwali: Collaborative workspace decoration drives and community lighting initiatives ignite a vibrant team spirit, uniting our workforce through shared creativity and a celebration of collective success and prosperity.
Holi: The cheerful, color-filled interactions act as a natural equalizer across the organization, effortlessly dismantling departmental silos and reinforcing a highly approachable, unified workplace fabric.
Health & Wellness Awareness
The Peace Walk Drive: Standing as a unique signature initiative that sets our organization apart, this highly distinctive drive brought our workforce together for a purpose beyond business, promoting holistic well-being, mindfulness, and a positive outlook. Reflecting our deep-rooted conviction that true corporate citizenship begins with societal harmony, our Associates stepped out in unison to champion collective mindfulness, peaceful co-existence, and mutual respect. This walk served as a powerful, living demonstration of our values, allowing our team to directly connect with neighboring communities and actively plant the seeds of unity, shared progress, and goodwill.
International Yoga Day: This dedicated wellness initiative brought our workforce together to practice physical and mental alignment, emphasizing our commitment to holistic health, stress reduction, and mindful living both at work and at home.
Targeted Wellness Campaigns: We prioritized the holistic well-being of our team by conducting
extensive awareness campaigns focusing on critical areas such as Road Safety and De-addiction.
Educational Assistance
Demonstrating our deep commitment to the families of our team, our academic support initiatives equipped 31 deserving children of our Associates with laptops to support their higher educational pursuits.
Community Outreach and Civic Citizenship
Our civic responsibilities remain deeply embedded in our regional operations. This year, our manufacturing hubs— spanning our Plastic and Agri Parks in Jalgaon, Food Parks in Chittoor, and specialized facilities in Hyderabad, Alwar, and Udumalpet—regularly hosted voluntary blood donation drives, contributing a collective 764 units of blood to local healthcare repositories. Furthermore, our manufacturing facilities actively extended critical emergency resources, such as fire engines and ambulances, to assist neighboring communities during road mishaps and local emergencies.
Continuous Learning, Capacity Building, and Leadership Pipelines
Refining professional capabilities and sharpening technical competencies is treated as an ongoing, uninterrupted journey across every operating location of our enterprise. To ensure our workforce remains highly adaptive and resilient, we design and execute comprehensive training programs that run continuously throughout the year:
Leadership Development: Beyond routine technical and functional upskilling detailed in our location- specific training matrices, we initiated an exclusive Leadership Development track this year. Facilitated by premier external experts, this ongoing series is explicitly designed to cultivate, prepare, and empower a select cohort of high-potential Associates for future strategic responsibilities.
• Gamified Experiential Learning: Demonstrating that competency building can also be engaging and interactive, we introduced the Auction Arena simulation to enhance negotiation and strategic skills. This program saw 15 teams covering 175 Associates compete under distinct operational constraints to bid for 25 unique culinary categories, effectively blending tactical learning with team synergy.
Talent Acquisition and Workforce Growth
To support our rapid organizational expansion, our recruitment framework continuously seeks out high- potential talent through structured channels and agile walk-in drives. Selection criteria remain rigorously centered on objective merit, long-term capability, and alignment with our organizational culture. Following the gross addition of 907 talented individuals during the 2025-26 fiscal period, our total active Associate strength stood at 7479 as of March 31,2026.
B] Subsidiaries & Associate
1) Jain Farm Fresh Foods Limited - Subsidiary
a) Standalone
The Company recorded revenue from operations of '661.18 crore in FY 2026 as compared to '659.09 crore in FY 2025, reflecting a marginal growth of 0.3% YoY. Other income stood at '1.27 crore in FY 2026 as against '2.06 crore in FY 2025. Consequently, the Company's total income increased to '662.45 crore in FY 2026 from '661.15 crore in FY 2025.
The Company delivered a strong improvement in operating performance during the year. EBITDA stood at '133.25 crore in FY 2026 as compared to '82.63 crore in FY 2025, supported by improved export realisations, better product mix, and operational efficiencies.
Profit before tax (before exceptional items) stood at '12.43 crore in FY 2026 as compared to a loss of '19.73 crore in FY 2025, indicating a significant operational turnaround. After considering exceptional expense of '3.24 crore, profit before tax stood at '9.19 crore in FY 2026. The Company reported a net loss of '2.66 crore in FY 2026, as against a net loss of '13.73 crore in FY 2025, reflecting improved bottom-line performance.
Finance costs increased to '75.67 crore in FY 2026 from '63.24 crore in FY 2025, mainly due to higher working capital utilisation. Depreciation and amortisation expense increased to '45.15 crore from '39.12 crore, reflecting continued capital investment in plant and infrastructure.
b) Consolidated
The consolidated food business of the group reported revenues of '2,063.47 crore in FY 2026 as compared to '1,887.68 crore in FY 2025, reflecting a healthy growth of 9.3% YoY, driven by strong export performance, improved demand conditions, and expanded scale of operations across markets. EBITDA stood at '185.63 crore in FY 2026 as compared to '174.67 crore in FY 2025, reflecting steady operating performance supported by higher scale of operations and improved business mix. Finance cost for the year was '148.11 crore, higher than '130.85 crore in the previous year, reflecting increased working capital requirements and borrowing costs to support business expansion.
The Group reported a loss before tax from continuing operations of '70.70 crore in FY 2026 as compared to a loss of '33.41 crore in FY 2025, primarily impacted by higher finance costs, increased operating scale-related expenses, and exceptional items of '19.70 crore during the year. Net loss stood at '86.39 crore in FY 2026 as against '24.26 crore in FY 2025.
While profitability remained under pressure during the year, the underlying business fundamentals remain stable, supported by strong revenue growth, sustained export momentum, and improved scale efficiencies across operations. With continued focus on export- led growth, operational optimisation, and capacity
expansion, the Group is well positioned for sustainable long-term value creation.
2) Jain Processed Foods Trading and Investment Private Limited (“JPFTIPL”) - Subsidiary
JPFTIPL is 100% owned by JISL. The main business of the Company is trading and dealing in food stuff and food products of every description and to carry on the business of a holding and an investment Company.
Revenue from operations of the Company stood at Nil in FY 2025-26 as against '0.075 crore in FY 2024-25, as the Company did not undertake any trading sales during the year and focused entirely on its investment and lending activities. Other income, comprising interest on loans and deposits, stood at '0.324 crore in FY 2025-26 as against '0.299 crore in FY 2024-25, reflecting higher interest accrued on loans extended to related parties. Profit before tax stood at '0.023 crore in FY 2025-26 as against '0.025 crore in FY 2024-25. The Company recorded a net profit of '0.018 crore in FY 2025-26, broadly in line with the net profit of '0.018 crore in FY 2024-25.
3) Sustainable Agro-Commercial Finance Limited (SAFL) - Associate
Sustainable Agro-Commercial Finance Limited (SAFL), an Associate Company of the Jain Irrigation Systems Limited, continues to focus on providing financing solutions to the agriculture sector, serving farmers across rural and semi-urban regions. The Company has an operational presence in the states of Maharashtra, Karnataka and Madhya Pradesh. During the financial year 2025-26, SAFL recorded revenue from operations of '1.66 crore, as compared to '24.05 crore in the previous financial year. Other income increased to '5.75 crore from '1.80 crore in FY 2024-25. Employee benefit expenses stood at '8.18 crore as against '8.56 crore in the previous year, while finance costs reduced significantly to '0.59 crore from '1.84 crore.
The financial performance during the year was impacted primarily due to higher impairment provisions on financial instruments amounting to '9.42 crore and recognition of an exceptional expense of '0.88 crore arising on account of the implementation of the new Labour Codes. Accordingly, SAFL reported a net loss of '15.41 crore for FY 2025-26, as against a net profit of '3.84 crore in FY 2024-25.
4) Operations of Subsidiaries & SPV’s
The Statement containing the salient features of the financial statements of the overseas subsidiary companies, in the prescribed Form AOC-1, forms part of this Annual Report as Annexure II - Part A(b).
The operational performance of the Company's operating subsidiaries and Special Purpose Vehicles (SPVs) is discussed in the Management Discussion and Analysis section forming part of this Annual Report as Annexure V.
C] Credit Ratings:
During the year the Credit Rating agency, CRISIL rated the Company as follows:
Rating Action by CRISIL:
|
Total Bank Loan Facilities Rated
|
' 2,930 Crore
|
|
Long Term Rating
|
CRISIL BBB-/Negative (Outlook revised from ‘Stable'; Rating Reaffirmed)
|
|
Short Term Rating
|
CRISIL A3 (Reaffirmed)
|
|
' 785.63 Crore Non - convertible Debentures
|
CRISIL BBB-/ Negative (Outlook revised from ‘Stable'; Rating Reaffirmed)
|
Subsequent to the close of the financial year, the credit rating assigned by ICRA Limited to the Company's Non-Convertible Debentures aggregating T787.24 crore was withdrawn at the request of the Company, in accordance with ICRA's policy on withdrawal of ratings, after receipt of the requisite No Objection Certificates (NOCs) from the lenders. The Company continues to have a valid credit rating from CRISIL Ratings Limited for its debt facilities and remains regular in servicing its debt obligations.
D] Warrant Conversion Details:
The Company completed the conversion of all 4,27,86,430 Equity Share Warrants into Equity Shares during the year under review, in accordance with the terms of the preferential issue. The details of the conversions are as under:
|
Name of Allottee
|
No. of Warrants
|
No. of Shares
|
Conversion
Price
|
Date of Conversion
|
|
Stocks & Securities (I) Pvt. Ltd.
|
1,63,21,607
|
1,63,21,607
|
46.64
|
22nd May, 2025
|
|
Alpha Alternatives Structured Credit Opportunities Fund
|
1,41,14,572
|
1,41,14,572
|
46.64
|
|
|
Pinkstone Ventures LLP
|
70,57,286
|
70,57,286
|
46.64
|
19th May, 2025
|
|
Tritiya Ventures LLP
|
52,92,965
|
52,92,965
|
46.64
|
|
|
Total
|
4,27,86,430
|
4,27,86,430
|
46.64
|
_
|
All Warrants are now converted. The proceeds from the preferential issue were utilized in accordance with the approved objects of the issue. The 25% proceeds received as a deposit against Equity Share Warrants were utilized for repayment of inter-corporate deposits to its associate, Sustainable Agro Commercial Finance Limited (SAFL), an NBFC, enabling SAFL to become debt-free, mitigating the risk of cross-default, and facilitating the release of the Corporate Guarantee provided by the Company. Further, the balance 75% proceeds received upon allotment were utilized to meet funding requirements, strengthen the Company's capital base, address short- and medium-term obligations, and support its long-term working capital requirements.
E] Governance disclosures
1) Employee Stock Option Plan (ESOP)
i) JISL Employees ESOP’s Trust (Trust Route, 2018):
The Company had established the JISL Employees ESOP Trust in 2018 for the implementation and administration of the Employee Stock Option Scheme through acquisition of Equity Shares from the secondary market. All the Trustees of the Trust are independent of the Management.
During the year under review, no Equity Shares were transferred by the Trust to the eligible Employees. As on 31st March, 2026, 3,94,044 Equity Shares held by the Trust remained available for exercise by the eligible employees under the Scheme. These Equity Shares were acquired by the Trust during FY 2019-20 and FY 2020-21.
Details related to the Trust General Information:
|
Particulars
|
Details
|
|
Name of the Trust
|
JISL Employees ESOP’s Trust
|
|
Details of the Trustee(s)
|
1) IDBI Trusteeship Services Limited
2) Mr. Aaron Solomon, Solicitor
3) Ms. Snehal Walvalkar, FCA*
4) Mr. Jayant M Thakur, CA**
5) Mr. Sanjay T Tupe***
|
|
Amount of loan disbursed by Company / any Company in the group, during the year
|
NIL
|
|
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year
|
' 1,39,56,040
|
|
Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee
|
NIL
|
|
Any other contribution made to the Trust during the year
|
NIL
|
|
Particulars
|
ESOP 2018
|
|
Number of Shares outstanding at the beginning of the period
|
3,94,044
|
|
Number of Shares granted during the FY 2026
|
nil
|
|
Number of Shares forfeited / lapsed during the FY 2026
|
nil
|
|
Number of Shares vested during the FY 2026
|
nil
|
|
Number of Shares exercised during the FY 2026
|
nil
|
|
Number of shares arising as a result of exercise of options
|
nil
|
|
Money realized by exercise of Shares 0, if scheme is implemented directly by Company
|
nil
|
|
Loan repaid by the Trust during the year from exercise price Received
|
nil
|
|
Number of Shares outstanding at the end of the year
|
3,94,044
|
|
Number of Shares exercisable at the end of the year
|
3,94,044
|
ii) JISL ESOP, 2011 (Primary Route)
The Company continues to administer the JISL ESOR 2011/18 in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the year under review, no stock options were granted, vested, exercised, cancelled or lapsed and, consequently, no Equity Shares were allotted under the Scheme.
|
Sr.
|
Particulars
|
JISL ESOP, 2011/2018
|
|
1)
|
Date(s) of Shareholders' Approval
|
30th September, 2011, 27th September, 2013 & 28th September, 2018
|
|
2)
|
Total number of options approved under the Scheme
|
53,56,000
|
|
3)
|
Total number of options granted
|
43,56,000 (Granted on 11th November, 2022)
|
|
4)
|
Options outstanding as on 31st March, 2026
|
Nil
|
|
5)
|
Options available for future grant
|
10,00,000 (Reserved for eligible foreign employees)
|
|
6)
|
Options granted during FY 2025-26
|
Nil
|
|
7)
|
Options vested during FY 2025-26
|
Nil
|
|
8)
|
Options exercised during FY 2025-26
|
Nil
|
|
9)
|
Equity Shares allotted during FY 2025-26
|
Nil
|
|
10)
|
Exercise Price
|
' 32.40 per option
|
|
11)
|
Maximum term of options
|
5 Years
|
|
12)
|
Source of Shares
|
Primary
|
|
13)
|
Variation in terms of options
|
Nil
|
The disclosures as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 and Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company's website at https://www.jains.com/Company/investor/index.php
2) Sustainability & Corporate Social Responsibility brief ESG and Sustainability Disclosures
Jain Irrigation Systems Ltd. reports its Environmental, Social, and Governance (ESG) performance through mandatory and voluntary platforms, including the Business Responsibility and Sustainability Report (BRSR). Our ESG disclosures align with the International Finance Corporation's (IFC) Performance Standards I to IV. We have set an annual target to reduce specific energy consumption by 5% at the department level on our manufacturing shop floors, as part of our ISO 50001:2018-certified Energy Management System (EnMS). Additionally, we are actively mapping our internal energy management targets to the Science Based Targets initiative (SBTi) methodology to set long-term climate goals.
To track sustainability performance, we use a system based on economic, environmental, and social indicators tied to key material topics identified through detailed stakeholder consultations, following international standards like the Global Reporting Initiative (GRI) and Carbon Disclosure Project (CDR). We conduct sustainability data assurance every two years, with independent third-party verification based on ISAE 3000 and AA1000AS standards. Assurance certificates are available to stakeholders upon request. In addition to the BRSR, we plan to resume publishing a comprehensive Sustainability Report following GRI Standards for FY 25 to further strengthen our sustainability and ESG disclosures. For more details, visit https://wwwjains.com/Company/sustainable_at_jains.htm
Climate Change Management System - Carbon Emission Reduction Projects
The Company is deeply committed to mitigating the environmental impacts of climate change and has taken several pioneering steps in this direction. Over a decade ago, the Company became the first in its sector to conduct a comprehensive Greenhouse Gas (GHG) inventory in accordance with ISO 14064-1:2018, verified by an independent third party.
Currently, the Company accounts for and reports complete Scope 1 and Scope 2 emissions, along with mitigation actions such as renewable energy deployment and carbon sequestration through afforestation. From FY25 onwards, the Company's GHG inventory will include an expanded and more detailed accounting of Scope 3 emissions.
For the third consecutive year, the Company will voluntarily disclose its climate action performance through the Carbon Disclosure Project (CDP). We have implemented and registered renewable energy and energy efficiency projects to generate green energy and reduce carbon emissions. Several of these projects are registered under the United Nations Framework Convention on Climate Change (UNFCCC) Clean Development Mechanism (CDM), with the potential to generate over 25,000 carbon credits annually. Our solar and biogas-based power generation projects are also registered under the Renewable Energy Certificate (REC) Scheme. As part of its forward-looking strategy, the Company is now in the process of commissioning a biomass residue-based carbon emission reduction project—the one of its kind. This project will process over 13,000 metric tons of agricultural residues annually into carbon-rich media, which can be incorporated into soil through various regenerative agriculture applications.
Corporate Social Responsibility
The Company operates with a well-defined and comprehensive Corporate Social Responsibility (CSR) policy, outlining specific programs and initiatives aimed at inclusive and sustainable development. This policy is reviewed annually under the supervision of the CSR Committee.
CSR activities are implemented both directly by the Company and through two associated entities - registered Section-8 Companies:
Bhavarlal and Kantabai Jain Multipurpose Foundation
(BKJMF), Jalgaon
Gandhi Research Foundation (GRF), Jalgaon
In addition to projects undertaken via these trusts, the Company continues to implement CSR initiatives independently to maximize reach and impact. The CSR policy of Jain Irrigation Systems Ltd. is publicly accessible at: https://www.jains.com/Company/
investor/data/Company%20lnformation/Policies/files/ JISL_Corporate_Social_Responsibility_Policy.pdf
The detailed CSR Report is attached as Annexure III to the Board Report.
3) Key Managerial Personnel, Directors retiring and their background
a) Key Managerial Personnel
|
Sr.
|
Name of KMP’s
|
Designation
|
|
1)
|
Shri. Ashok B. Jain
|
Whole Time Director
|
|
2)
|
Shri. Anil B. Jain
|
Vice Chairman & Managing Director
|
|
3)
|
Shri. Ajit B. Jain
|
Joint Managing Director
|
|
4)
|
Shri. Atul B. Jain
|
Joint Managing Director
|
|
5)
|
Shri. Bipeen Valame
|
Chief Financial Officer
|
|
6)
|
Shri. Avdhut Vasant Ghodgaonkar
|
Company Secretary & Chief Compliance Officer
|
b) Retirement by Rotation
Mr. Ajit B. Jain (DIN: 00053299)
In accordance with the provisions of the Companies Act, 2013, Mr. Ajit B. Jain (DIN: 00053299) retires by rotation at the ensuing 39th Annual General Meeting and, being eligible, offers himself for re-appointment.
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, recommends his re-appointment.
Brief particulars of Mr. Ajit B. Jain, as required under Secretarial Standard-2 on General Meetings and other applicable provisions, are provided in Annexure-I to the Notice convening the 39th Annual General Meeting.
C) Resignation of Nominee Director
Mr. Aroop Sircar (DIN: 05309663)
Mr. Aroop Sircar, Nominee Director appointed by State Bank of India, representing the lenders resigned from the Board of Directors of the Company upon completion of his tenure of three years as Nominee Director. Accordingly, he ceased to be a Director of the Company with effect from April 25, 2026.
The Board places on record its deep appreciation for the valuable guidance, support and contributions made by Mr. Aroop Sircar during his tenure on the Board. The Directors acknowledge his constructive participation in the affairs of the Company and extend their best wishes for his future endeavours.
d) Disclosures on Independence
The Company has received necessary declarations from all the Independent Directors confirming that:
a) they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
b) their names have been included in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA).
in the opinion of the Board, all the independent Directors possess the requisite integrity, expertise and experience and fulfil the conditions specified under the Companies Act, 2013 and the Listing Regulations for being appointed as independent Directors of the Company,
The Company has adopted various policies and frameworks in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations, including:
1) Policy on Terms and Conditions of Appointment of independent Directors; and Nomination, Remuneration and Board Diversity Policy,
2) The aforesaid policies are available on the website of the Company.
4) Director’s Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:
i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Indian Accounting Standards (ind AS) have been followed and there are no material departures from the same except to the extent, if any, disclosed in the notes to the financial statements;
ii) they have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profit/loss of the Company for the financial year ended on that date;
iii) they have 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;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
5) Risk Management
The Company operates under a comprehensive and dynamic Risk Assessment & Management framework designed to proactively identify, monitor, and mitigate risk in a globalized business landscape. Governance of this systematic approach is overseen by a structured Risk Management Committee, chaired by Mr. Johannes Bastian Mohrmann, alongside committee members Mr. Shishir Dalal, Mr. Ajit Jain, and Mr. Atul Jain.
To ensure risk management extends beyond a static checklist, the Committee:
1) Utilizes a dynamic framework designed to proactively detect, evaluate, and mitigate risk phenomena across all facets of the business. This includes dedicated oversight of critical and carefully established risk categories spanning Operations, Legal & Compliance, Technology, Cyber Security, Government Policy Frameworks, and Global Disruptions.
2) Focuses on the interconnected impact of risk on business continuity. Through regular reviews of the framework the Committee ensures that risk management is seamlessly integrated into our long¬ term strategic planning.
This rigorous governance structure enables the Company to maintain organizational resilience, safeguard stakeholder value, and rapidly adapt to macroeconomic shifts. Detailed analyses of specific risk factors, their potential impacts, and corresponding mitigation strategies are fully elaborated in the Management Discussion and Analysis (MD&A).
6) Internal Financial Controls (IFC) and Their Adequacy:
The Company has established a robust internal Financial Controls ("IFC”) framework commensurate with the size, scale and complexity of its operations. The framework is embedded within the Company's governance processes and business operations and is designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
The control environment is supported by documented policies, standard operating procedures, a well-defined delegation of authority framework, enterprise-wide risk management practices and system-driven controls embedded within the Company's ERP platform. These controls are periodically reviewed and strengthened to address evolving business, regulatory and sustainability- related risks.
The Company follows a risk-based internal audit approach through an independent external audit firm appointed by the Audit Committee. Internal audit observations, management action plans and remediation status are reviewed periodically by the Audit Committee, which provides oversight on the adequacy and effectiveness of the internal control environment.
The Company continues to enhance its controls through increased automation, digital monitoring tools and integration of Environmental, Social and Governance (ESG) considerations into its risk assessment processes. A Whistle Blower Policy and Vigil Mechanism are in place to promote ethical conduct and facilitate reporting of concerns in a secure and transparent manner.
Based on the evaluation of the internal financial controls, reports of the internal auditors, statutory auditors and management assessments, the Board, through the Audit Committee, is satisfied that the Company's Internal Financial Controls with reference to the financial statements were adequate and operating effectively during the year under review.
7) Board Evaluation Process:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Board has constituted a Nomination and Remuneration Committee ("NRC”) comprising three Independent Directors, with an Independent Director acting as the Chairperson of the Committee.
The Board has adopted a Nomination and Remuneration Policy which, inter alia, lays down the criteria for appointment, qualifications, positive attributes and independence of Directors and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy is available on the website of the Company at https://www.jains.com/Company/investor/ data/Company%20lnforrnation/Policies/files/JISL_ APPOINTMENT_AND_REMUNERATION_POUCY.pdf
a) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the annual performance evaluation of the Board, its Committees and individual Directors was carried out during the year.
The Independent Directors, at their separate meetings held on 5 February 2026 and 30 March 2026 at Jalgaon, reviewed and evaluated the performance of the Chairman, Executive Directors, Non-Independent Directors, and the Board as a whole. They also assessed the quality, adequacy, and timeliness of information flow between the Management and the Board to ensure that the Board is able to effectively and efficiently discharge its responsibilities and perform its duties.
The NRC has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors. The evaluation process covered various aspects of the functioning of the Board and its Committees, including composition, experience and competencies, effectiveness of Board processes, participation in decision-making, governance and oversight functions.
Based on the outcome of the evaluation process, the Board is of the view that it, its Committees and individual Directors continue to operate effectively and discharge their respective duties and responsibilities satisfactorily.
b) Criteria for Evaluation of Board and its Committees
1) For Board:
a) Composition and Quality
Board members have the appropriate talent, expertise, qualifications, and skills to effectively contribute to meet the best interests of the Company.
The Board members spend sufficient time in understanding the vision, mission of the Company and strategic and business plans, financial reporting risks and related internal controls and provides critical oversight on the same.
The Board has appropriate combination of industry knowledge and diversity viz. gender, experience, background.
The Board has the proper number of committees as required by legislation and guidelines, with well-defined reporting requirements.
The Board understands the legal requirements and obligations under which they act; i.e., byelaws, corporate governance requirements, etc. and discharge functions accordingly.
b) Board Meetings and Procedures
The Meetings of the Board are held on regular basis and the frequency of such meetings is enough for the Board to undertake its duties properly.
The Board meeting agenda and related background papers are concise and provide information of appropriate quality and detail on timely basis.
The Board meetings encourage a high quality of discussions and decision making.
The Board effectively works collectively as a team in the best interest of the Company.
All proceedings and resolutions of the Board are recorded accurately, adequately and on a timely basis.
The minutes of Board meetings are clear, accurate, consistent, and complete and disseminated timely.
The facility for video conferencing for conducting meetings is robust.
c) Strategy
Board devotes time for development of suitable strategies and business plans to effectively manage current and potential strategic issues. Effectively engages with management in the strategic planning process, including corporate goals, objectives and overall operating and financial plans to achieve them.
d) Governance & Compliance
The Board evaluates and analyses the compliance certificate from the auditors / Practicing Company Secretaries regarding compliance of conditions of corporate governance and other applicable laws.
The Board exhibits willingness to spend time and effort to learn about the Company and its business.
e) Risk Management
The processes are in place for ensuring that the Board, through the Audit Committee Meeting, is kept fully informed of all material matters between meetings (including appropriate external information, e.g., emerging risks and material regulatory changes).
There are adequate contingency plans for addressing and dealing with crisis situations, including pandemics, server breakdowns, etc. The Board has sufficient understanding of the risks attached to the business structure, and the Board uses an appropriate Risk Management framework. The Board has reviewed and understood the risks provided in the internal audit report, and management has taken sufficient steps to mitigate the risks.
f) Board and Management Relations
The Board has a range of appropriate performance indicators that are used to monitor the performance of management. Adequate level of independence of the management from the Board.
Management and the Board are easily accessible to each other.
The Board is well informed on all issues (short and long-term) being faced by the Company.
An effective succession plan of the Board is in place.
g) Relations with Stakeholders
The Board regularly checks the organization's Vigil Mechanism or Whistle Blower Policy and makes sure that the mechanism is working effectively during the year.
The amount of time spent on discussions on strategic and general issues is sufficient.
The Board monitors and manages to avoid potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.
h) Professional Development
Adequate induction and professional development programs are made available to new and old directors.
Appropriate development opportunities are encouraged and communicated well in time.
2) For Committees:
a) Composition, Effectiveness, Functions and Duties
The mandate, composition and working procedures of the Committee are clearly defined and discussed.
Committee takes effective and proactive measures to perform its functions.
The composition of the Committee is in compliance with the legal requirements.
b) Structure of the Committee and Meetings
The Committee is properly structured and regular meetings are held.
Committee meetings are organized properly and appropriate procedures are followed in this regard.
c) Management Relations
Committee meetings are conducted in a manner that encourages open communication and meaningful participation of its members.
d) Contribution to Decisions of the Board Committee makes periodic reporting to the Board along with its suggestions and recommendations.
3) For Individual Director:
a) Effectiveness, Functions and Duties
The Director has sufficient understanding and knowledge of the entity and the sector in which it operates.
The Director understands and fulfills the functions as assigned to him by the Board and the law.
The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meetings regularly and timely, without delay.
Participates in Board and Committee meetings actively and consistently and is able to function as an effective team member.
Understands, and can evaluate, the risk environment of the organization and proactively contributes in development of strategy for the risks.
Shares domain knowledge and experience to bear on the critical areas of performance of the organization and keeps self-updated in the area of expertise.
The Director has constructive and analytical decision-making abilities and core competencies for effective functioning of the Board.
Demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.).
Where applicable, as Chairperson of respective Committees, he/she is impartial in conducting discussions, seeking views and dealing with
dissent, etc. Seeks appropriate clarification, or amplification of information as and when necessary.
Conducts himself/herself in a manner that is ethical and consistent with the applicable laws, Proactively contributes to development of strategy and towards risk management of the Company,
The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meetings regularly and timely, without delay,
Participates in Board and Committee meetings actively and consistently and is able to function as an effective team member,
4) For Chairman:
a) Effectiveness, Functions and Duties
Whether the Chairman leads the Board effectively,
Whether the Chairman ensures participation of all members in the Board deliberations, Whether the Chairman guides the Board/ Management on key issues to be brought before the Board for deliberations,
Whether the Chairman enhances the Company's image in dealing with major stakeholders,
8) Familiarization Programme for independent Directors (ID’s)
The Company has in place a structured Familiarization Programme for Independent Directors, aimed at enabling them to understand the business, operations, and governance framework of the Company in depth, Upon appointment, Independent Directors are provided with necessary documents, brochures, reports, and internal policies to familiarize themselves with the Company's procedures and practices,
Periodic presentations are made at the meetings of the Board and its Committees covering various aspects of the Company's business and performance, including finance, sales, marketing, and operations of key business segments, The Directors are also apprised of human resource practices, overview of major subsidiaries, global business environment, business strategy, and associated risks,
In addition, quarterly updates on relevant statutory and regulatory changes, as well as landmark judicial pronouncements under key applicable laws, are regularly circulated to the Directors to keep them abreast of the evolving regulatory landscape,
Further, a visit to the Company's headquarters and/ or key operational facilities is generally organized for Independent Directors upon their first appointment, enabling them to gain first-hand understanding of the Company's operations,
The details of the Familiarization Programmes for
Independent Directors are available on the Company's website at: https://wwwjains.com/Company/investor/ data/Company%20lnformation/Policies/files/JISL_ Familiarization_Programmeslndependent_Directors.pdf
9) Vigil Mechanism
In terms of Section 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy forming part of the Vigil Mechanism framework to enable Directors, employees, suppliers, and vendors to report genuine concerns regarding suspected fraud, unethical behaviour, or violation of the Company's Code of Conduct and Ethics Policy,
The Vigil Mechanism provides adequate safeguards against victimisation of persons who use such mechanism and also provides for direct access to the Chairperson of the Audit Committee, It is hereby affirmed that no person has been denied access to the Audit Committee,
The Whistle Blower Policy is hosted on the Company's website at: https://www,jains,com/Company/investor/ data/Company%20Information/Policies/files/ WHISTLE_BUCWER_POUCY.pdf
10) Fraud Reporting
During the year under review, the Directors confirm that no fraud has been detected, Further, pursuant to the provisions of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any instance of fraud to the Audit and Risk Management Committee or the Central Government,
11) Fixed Deposits
During the year under review, the Company has not accepted or renewed any deposits from the public within the meaning of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, Further, there were no unclaimed or overdue deposits as on 31st March, 2026,
12) Auditors
a) Statutory Auditors
M/s, Singhi & Co,, Chartered Accountants, Kolkata, were re-appointed as the Statutory Auditors of the Company for a second term of five (5) consecutive years at the 38th Annual General Meeting held on 29th September, 2025, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2030, The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under the Companies Act, 2013 and the rules made thereunder and that they are not disqualified from continuing as Statutory Auditors of the Company,
The Auditors' Report on the Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark, disclaimer, or emphasis of matter requiring any explanation from the Board of Directors.
b) Cost Auditors
In accordance with Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the requisite cost records.
Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors has appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai, as the Cost Auditors of the Company for the financial year 2025¬ 26. The remuneration payable to the Cost Auditors for the financial year 2026-27 is subject to approval of the Members at the ensuing Annual General Meeting.
c) Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed M/s. V. Laxman & Co., Practicing Company Secretaries, Mumbai as the Secretarial Auditor of the Company.
The Members of the Company, at the 38th Annual General Meeting held on 29th September, 2025, approved the appointment of M/s. V. Laxman & Co. for the term of five (5) consecutive years, commencing from the conclusion of the 38th Annual General Meeting until the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2030, based on the recommendation of the Audit Committee and the Board of Directors.
The Secretarial Audit Report for the financial year ended 31st March, 2026 issued by M/s. V. Laxman & Co. is annexed to this Report as Annexure IX. The said report does not contain any qualification, reservation, adverse remark, disclaimer, or other observation requiring explanation from the Board of Directors.
d) PCS Certificate on Corporate Governance Report
In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate on compliance of conditions of Corporate Governance has been issued by ADCN & Company (Formerly known as Amrita Nautiyal & Associates) Practising Company Secretary, Mumbai. The said certificate forms part of the Corporate Governance Report and is annexed as Annexure IV.
13) Meetings of the Board & its Committees
a) Board Meeting
Six (6) meetings of the Board of Directors were held during the financial year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report annexed as Annexure IV to this Report.
b) Audit Committee
The Audit Committee comprises of: Mr. Shishir Dalal (Chairman), Dr. Narendra Jadhav, Mr. Bastiaan Mohrmann, Ms. Nancy Barry and Mr. Anil Jain. During the year, all recommendations made by the Audit Committee were accepted by the Board of Directors. Five (5) meetings of the Audit Committee were held during the financial year. For details regarding the scope and other matters, refer the Corporate Governance Report annexed as Annexure IV to this Report.
c) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises of: Dr. Narendra Jadhav (Chairman), Mr. Ashok B. Jain and Mr. Atul B. Jain. One (1) meeting of the Committee was held during the financial year. The CSR Report detailing CSR initiatives and mandated expenditure is annexed as Annexure III to this Report.
d) Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of: Dr. Narendra Jadhav (Chairman), Mr. Shishir Dalal and Ms. Nancy Barry. The Committee reviewed managerial remuneration for FY 2025-26. Two (2) meetings were held during the year. For details, refer the Corporate Governance Report annexed as Annexure IV to this Report.
e) Stakeholders’ Relationship Committee
The Stakeholders' Relationship Committee comprises of: Dr. Narendra Jadhav (Chairman), Mr. Shishir Dalal and Mr. Ajit B. Jain. The Committee noted the satisfactory investor grievance redressal and low level of complaints during the year. Four (4) meetings were held during the financial year. For details, refer the Corporate Governance Report annexed as Annexure IV to this Report.
f) Risk Management Committee
The Risk Management Committee comprises of: Mr. Bastiaan Mohrmann (Chairman), Mr. Shishir Dalal, Mr. Ajit B. Jain and Mr. Atul B. Jain. The Committee met three (3) times during the year and reviewed the risk management framework and mitigation measures. For details, refer the Corporate Governance Report annexed as Annexure IV to this Report.
g) Management Review Committee
The Management Review Committee comprises of: Mr. Anil B. Jain, Mr. Ajit B. Jain, Mr. Atul B. Jain, Mr. Avdhut V. Ghodgaonkar and Mr. Bipeen Valame. The Committee reviewed operational performance for FY 2025-26. Fourteen (14) meetings were held during the year. For details, refer the Corporate Governance Report annexed as Annexure IV to this Report.
h) Sub Committee (Allotment)
The Sub-Committee (Allotment) comprises of: Dr. Narendra Jadhav (Chairman), Mr. Anil B. Jain and Mr. Shishir Dalal. Two (2) meetings of the committee were held during the year.
i) ESOP Allotment Sub-committee
The ESOP Allotment Sub-Committee comprises of: Mr, Anil B. Jain (Chairman), Dr, Narendra Jadhav and Mr, Shlshlr Dalai. No meeting of the Committee was held during FY 2025-26.
14) Particulars of Employees
Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, five employees of the Company were In receipt of remuneration of ?8,50,000 or more per month during the financial year or part thereof. The prescribed particulars of such employees are provided in Annexure I forming part of this Report.
Particulars of Top Ten Employees
In addition to the above, the details of the top ten employees (other than the Key Managerial Personnel) in terms of gross remuneration drawn during the financial year, along with their respective areas of responsibility, are provided below:
|
Sr.
|
Full Name
|
Designation
|
Area of Responsibility
|
ctc-fy
2025-26 (in '
|
ctc-fy
2024-25 (in '
|
|
1)
|
Jain Abhay Kantllal
|
President (Maharashtra)
|
Sales Domestic
|
89,30,796
|
89,30,796
|
|
2)
|
Katarla Anilkumar
|
President
|
Sales Domestic (South)
|
87,00,372
|
87,00,372
|
|
3)
|
Patil Kalyansing Baburao
|
Exe. Senior Vice President
|
Sales Tissue Culture
|
71,02,836
|
71,02,836
|
|
4)
|
Desarda Dongarmal Inderchand
|
President
|
Indirect Tax
|
67,54,140
|
67,54,140
|
|
5)
|
Samdani Vijay Loknath
|
Senior Vice President
|
IT - Project
|
67,47,000
|
67,47,000
|
|
6)
|
Goyal Rohit
|
Senior Vice President
|
Banking & Finance
|
64,99,152
|
-
|
|
7)
|
Patil Anil Bajirao
|
Exe. Senior Vice President
|
Tissue Culture
|
63,02,808
|
63,02,808
|
|
8)
|
Bhirud Ashish Pandurang
|
Vice President
|
Civil
|
61,10,136
|
61,10,136
|
|
9)
|
Joshi Abhijeet Bhaskar
|
Exe. Senior Vice President
|
Product Development
|
60,92,988
|
60,92,988
|
|
10)
|
Mangal Satish Chand
|
Senior Vice President
|
sqc
|
60,83,496
|
60,83,496
|
F] Policies and Other Relevant Disclosures
a) Policies
The Company has adopted various policies and codes in compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws. These policies are hosted on the Company's website and are accessible through the following links:
b) Other Policies/ Governance Documents
The following other governance disclosures/policies are also available on the Company's website;
G] Disclosures about Environment Health and Safety Performance, Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.
1) Environment Health and Safety Performance
New sophisticated Environmental monitoring devices with data logging and wireless connectivity have been acquired and put to use.
Light weight cutting tools were provided in the Driptape plant.
An automatic conveyor is installed and commissioned that is now integrated with existing machines in the Sprinkler pipe plant. This system has increased safety performance and production capacity.
In tissue culture laboratory tubelights are being replaced with LED lights for the production activities.
In the PVC Sheet Plant, motorized linear actuators were Installed for efficient processing.
The scissor lift wheel was modified to include rail for ease of travel.
Inhouse reprocessing of various materials was improved in the Injection Moulding plant.
Dust reduction measures were improved in the PVC pipe plant.
2) Energy Performance
Implementation of ISO 50001:2018 certification (Energy Management System) Hyderabad, Alwar and Tissue Culture plant is underway. On completion all plants of JISL will be compliant with ISO 50001:2018.
Dripline plant DC drive and motor were replaced by AC drive and motor for improvement in energy efficiency.
Autoclave usage was optimized in Tissue Culture through process modification for better energy efficiency.
Existing air compressors were replaced by more energy efficient compressors in the Sprinkler pipe plant.
Additional energy meters were installed at Alwar plant for better performance monitoring.
Energy efficient heaters were installed in the Alwar plant.
Percentage of Energy efficient lighting and BLDC fans was increased.
Machine programs were updated to optimize the energy consumption.
In PVC Sheet plant, VFDs and air boosters were installed for better energy efficiency
In injection moulding plant pumps were optimized to save energy, multistage pumps were replaced by centrifugal pumps and heaters were optimized for better energy efficiency.
In the PVC Pipe Plant, more energy efficient pumps were installed on the chilling setup and advanced energy saving heaters were installed on machines.
3) Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.
A) Agri Park & Tissue Culture
i) Energy and Water Conservation
Installation of solar power connected with grid connectivity to supplement energy required for green house and agriculture requirements. With sustained efforts during 2025-26 total 25 KWH was added. Additionally two direct solar pumps of 5 HP were added for the irrigation of R&D crops.
Replacement of fluorescent lights in laminar airflow by LED light in tissue culture production facility to reduce power consumption by 85% for this particular purpose. This brings cumulative annual savings of 71980 kilowatt hours.
ii) Technology Absorption
JISL licensed two newly developed varieties of banana namely Kavery Poovan and Kavery Vaman from ICAR-NRC Banana, Trichy for multiplication and commercialisation.
Newly developed turmeric variety Pragati and ginger variety Vajra were licensed from ICAR-IISR, Kozhikode for multiplication and commercialisation.
Tissue culture coconut: During 2019 tissue cultured coconut plants were first planted in the field for evaluation. These plants are fruiting like mother plants. This result will put forward our conviction to multiply coconut through tissue culture.
Development of new varieties has reached a fascinating stage and out of 1430 populations 30 mango hybrids pass the stringent quality parameters and are selected for further evaluation.
Development of garlic variety for processing has been an objective of our research team. With many years of research one variety is developed and was taken for further multiplication and seed production.
Development of onion variety for dehydration is one of the major objectives in onion breeding. A new onion variety with high TSS and high yield has been developed to supplement the existing JV-12. This will help in expanding the harvesting season by 10-15 days.
B) Energy Park
i) Energy Conservation
Solar Motor & Pumps :
To reduce Energy consumption in CNC & VMC machining of all Motor components CNC & VMC machine programs are updated to reduce machining time.
Solar Water Heating Systems:
Heat Pump technology introduced for water heating applications up to 60°C (Industrial, Commercial & Domestic). Energy savings up to 66% can be achieved when compared with electric immersion heating technology.
Solar Photovoltaic Appliances:
1) SMT Pick up Machine Programme updated to reduce M/C Cycle time.
2) New developed 18W LED tube light provides better PAR than a conventional 40-42W fluorescent tube. with approx 55¬ 60% reduction in Electricity compared to fluorescent lighting which also reduces cooling power requirements.
ii) Technology Absorption/upgradation
Solar Photovoltaic Appliances :
1) Developed PLC Based Testing Jig for RTU's.
2) Implemented use of advanced testing & Quality inspection equipment for Process improvement.
Solar motor & pumps:
1) Started production of Rewindable submersible PMSM motors -5hp.
2) Procured a Magnetizer machine to recharge a Rotor Made with Non - Magnetize Magnets which will improve the Productivity & Safety in Rotor Assembly Line.
3) Magnetizer is also useful for Recharging & Reuse of old Magnets or Rotors return from Field for servicing, which will save the cost of Magnets & Reduce the consumption of precious Rare Earth Materials.
iii) Research and Development
Solar Photovoltaic Module:
Design, installation & commissioning of Vertical
Solar Agrovoltaic Power Generation System of
70 kWp capacity at Jain Hills.
Solar motor & pumps:
i) Design and development of 4' Submersible PMSM/BLDC (Permanent Magnet Synchronous motor) for solar pumping applications. Motor capacities - 7.5hp &10hp. Prototype tested successfully. Prototypes put on field trails.
ii) Design and development of 6' Submersible PMSM/BLDC (Permanent Magnet Synchronous motor) for solar pumping applications. Motor capacities - 10hp. Prototype tested successfully.
iii) Advancement of 0.5hp Sunlight solar pump - Cost reduction - development of Plastic Insert. Prototype under field trails.
iv) Development of Helical Stator & Rotor pumps parts for 0.5hp solar Sunlight pump. Testing completed. Released for production.
v) Advancement of 0.5hp Sunlight solar pump - Cost reduction - printed key board controller for SLP 2hp. Prototype under field trails.
Solar Water Heating Systems
i) Developed Heat Pump Water Heaters with heating capacity of 4 kW, 12 kW & 20 kW which can be used for heating water up to 60°C.
ii) Installed 10 Nos of Heat Pumps across the company for various applications like autoclaves in TC labs, domestic hot water for guest houses at JH, boiler feed water, aqua pool heating at Naturopathy centre, process heat for Injection Molding machines etc.
Solar Photovoltaic Appliances
i) Design and development of an Economic 18W LED PAR Tube Light for Tissue Culture with the required spectrum, Tested, productionized, and installed at Tissue Culture Lab.
ii) Designing of a PAR LED tube light for tissue culture with different spectra is under development Prototype ready.
iii) Designed and developed a Far Red-based LED tube Light for potatoes; the prototype is ready and given for field trials at Jain Hills.
iv) Developed a specific spectrum LED tube light for the Saffron Project; the prototype is ready and given for field trials at Jain Hills.
v) Designed a solar-based LED insect trap; the prototype is ready and has been submitted for field trials at Jain Hills.
vi) Designing Insect Trap for specific species proto ready and has been submitted for field trials.
vii) Development of Solar Pump Controller 2.2kW and 3.7kW with RS485 protocol for submersible 3-phase PMSM motors for water pumping applications, already Productionized.
viii) Development of controller with Serial interface & BLE module as a single unit in Sunlight
Pump Controller (SLP3) released for
production.
i) Existing Solar pump controllers (2.2kW and 3.7kW) have been upgraded with the economical PV reverse Polarity protection.
ii) MOSFET-based solar pump controllers (2.2kW and 3.7kW) have been improved with IGBT-based technology.
iii) Development of PLC based Irrigation controller ( TARANG RTU ).
iv) Development of STM32 PLC LORA RTU with BMSys.
v) Development of HART Functioning RTU.
C) Plastic Park
i) Research and Development
• Low temperature PVC flexible tubing:
PVC can be compounded with the additives of our choice depending on the requirements of the end use and application. Products made out of PVC can be rigid or foam or flexible at room temperature depending upon the key ingredient incorporated at the compounding stage. Regular vinyl tubing is produced by incorporating an appropriate additive known as plasticiser which helps to reduce the glass transition temperature of the PVC product. Plasticizer molecules accommodates between the PVC polymer chains and thereby reduces the intermolecular attractions. This increases the chain mobility / segmental mobility of the PVC polymer chains. As the polymer chains can move more easily, the PVC product changes from glassy or rigid state to rubber / flexible. However the ability to retain the flexibility depends on the type of plasticiser added in the recipe. Regular recipe, though helps to attain flexibility at room temperature it no longer helps to maintain the same level of flexibility at low temperature or sub-zero temperature. Below the zero degree temperature the PVC polymer chain and the regular plasticising additive molecules lose mobility and hence free volume in the polymer decreases. This ultimately results in diminishing plasticizing efficiency. Even though the glass transition temperature is below room temperature, at zero degree Celsius the product approaches the region where its segmental mobility becomes restricted. Hence the impact
energy can no longer be dissipated efficiently through the chain movement. Under drop impact, stresses become concentrated and hence instead of deforming, PVC product fractures or cracks. Thus the flexible tube feels rigid and exhibits poor drop impact performance. However some of the field applications demand maintaining the flexibility even at temperatures well below the zero degree. Hence special formulation was developed to achieve the flexibility at sub-zero temperature. A special additive which remains much more flexible / mobile at low temperature than the conventional plasticizer was selected and incorporated in the formulation. The glass temperature of the product made with this special additive is well below that of the product made with commodity plasticizer. This additive which is aliphatic in nature, makes the product more flexible and mobile, increases the intermolecular spacing between the PVC polymer chains, generates more free volume and allows chain segments to continue moving at low temperatures. For good impact strength at low temperature, the material must absorb impact energy through molecular rearrangement, localized yielding & chain movement and the special additive incorporated in the formulation does / enables all these effects. Hence when there is an impact, instead of crack initiation and brittle fracture the product upon impact makes chain movement, absorbs energy and deforms thus maintaining flexibility at sub-zero temperature. As the ductile to brittle transition is shifted to a much lower temperature, the cold crack resistance is improved. Product with a new recipe was tested and the sub-zero temperature impact strength found to have increased multi-folds.
• Rotoclean Strainers FTF:
When source water is drawn from a reservoir, sump, pond, river, canal, or similar open water body, it often contains impurities such as small stones, leaves, twigs, trash, and other physical contaminants. These impurities can block the foot valve and affect pump performance.
To address this challenge, Jain Irrigation offers the innovative Rotoclean Strainer FTF (Floating Type Filter), a floating and self-cleaning suction- side filter designed to protect pumps and foot valves from debris and physical impurities. It also functions as a pre-primary filter, ensuring efficient system performance, reduced maintenance, and longer system life.
Working of Rotoclean Strainer FTF:
The Rotoclean Strainer FTF is a self-cleaning rotating drum strainer designed for pump and system protection, especially where water must be drawn from shallow sources.
The water intake port is surrounded by a rotating drum-shaped stainless steel screen. A lightweight MS frame and HDPE pontoon provide flotation to the unit. The rotating stainless steel screen is cleaned continuously by a row of spray nozzles mounted inside the drum, which spray water outward through the mesh screen.
The cleaning nozzles are positioned to spray downstream, helping debris move away from the Rotoclean Strainer. This self-cleaning action keeps the screen clean around the water intake port and ensures uninterrupted water flow.
Applications
Rotoclean Strainer FTF can be used in a wide range of water sources, including rivers, streams, dams, canals, reservoirs, sumps, and ponds. It is ideal for irrigation systems such as drip irrigation and pivot irrigation, as well as town water supply and grey water pumping applications.
Designed as an important part of the pump system, Rotoclean ensures maintenance-free operation. Its stainless steel components resist rust and corrosion, while the drum rotates on nylon rollers fitted with stainless steel bearings. Rotoclean is available in various sizes to suit suction lines from 4” to 12”.
Tarang PRO RTU
In automated irrigation systems, there is often a need to operate field devices wirelessly. In many cases, agricultural fields are large, geographically scattered, or located in areas where laying communication cables is impractical. Even when cables are installed, they are susceptible to damage caused by intercultural operations, rodent attacks, weather conditions, and routine field activities.
To overcome these challenges, Jain Irrigation has developed Tarang PRO RTU (Remote Terminal Unit), a unique radio-operated communication solution designed for reliable wireless automation in irrigation systems.
One of the key advantages of Tarang PRO RTU is its versatility. It can be seamlessly integrated with the Jain Spirit PRO Advanced Irrigation Controller, while also being compatible with standard PLCs (Programmable Logic Controllers) such as Siemens and other leading brands. This flexibility makes Tarang PRO suitable for a wide range of customized automation applications.
Tarang PRO RTU operates using LoRa (Long Range) wireless communication technology, enabling reliable long-distance communication with low power consumption. Under clear line-of- sight conditions, it can provide communication coverage of more than 10 kilometers.
The unit is powered by solar energy, making it ideal for remote agricultural locations where grid power may not be readily available.
Using Tarang PRO RTU, users can control and monitor various field devices through:
4 Digital Outputs for operating valves and other control devices
4 Analog Inputs for connecting sensors such as pressure sensors, flow sensors, and level sensors
2 Digital Inputs for devices such as rain switches, water meters, and status signals Tarang PRO also incorporates an advanced theft protection feature. If the RTU enclosure is opened without authorization, an alert is
immediately transmitted to the monitoring console, helping safeguard field equipment. Designed for maximum energy efficiency, Tarang PRO RTU offers up to two days of power backup redundancy, ensuring uninterrupted operation even during periods of low solar charging.
Key Features
Wireless communication using LoRa technology
Communication range exceeding 10 km under clear line-of-sight conditions
Compatible with Jain Spirit PRO and standard PLCs
Solar-powered operation for remote locations 4 Digital Outputs, 4 Analog Inputs, and 2 Digital Inputs
Real-time monitoring and control of field devices
Built-in theft/tamper detection with alert generation
Energy-efficient design with two days of backup redundancy
Suitable for customized irrigation and automation applications
Tarang PRO RTU is a robust, flexible, and cost-effective solution for wireless irrigation automation, enabling reliable communication, enhanced control, and simplified installation across large and dispersed agricultural fields.
a) The foreign exchange earnings & outgo are as per details hereunder
|
Particulars
|
2025-26
|
2024-25
|
|
a) C. 1. F. Value of Imports, Expenditure and Earnings of Foreign Currency
|
|
|
|
i) CIF value of imports Raw materials and components and Stores and Spares
|
239.33
|
338.58
|
|
ii) Capital goods
|
25.42
|
57.41
|
|
Total
|
264.75
|
395.99
|
|
b) Expenditure in foreign currency (on accrual basis)
|
|
|
|
c) Interest and finance charges
|
7.26
|
10.96
|
|
d) Discount / commission on export sales
|
11.88
|
-
|
|
e) Export selling / market development expenses
|
2.69
|
0.49
|
|
f) Travelling expenses
|
0.37
|
0.50
|
|
g) Law and legal / professional consultancy expenses
|
1.16
|
-
|
|
h) Testing, quality and other charges
|
1.75
|
0.95
|
|
Total
|
25.11
|
12.89
|
|
i) Earnings in foreign currency
|
|
|
|
FOB value of exports (on the basis of bill of lading)
|
414.18
|
462.43
|
|
Total
|
414.18
|
462.43
|
b) Material Changes & Commitment affecting the Financial Position of the Company
There are no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2026 till the date of this report. There has been no change in the nature of business of the Company,
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016,
There was no instance of onetime settlement with any Bank or Financial Institution,
Since the implementation of the Resolution Plan in 2022, the Company has not committed any default or cross-default in servicing its loans, including payment of installments, interest, or any related charges, at any point of time,
H] Mandated Annexures
I) Corporate Governance Report
The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently, The Board is conscious of its inherent responsibility to disclose timely and accurate information regarding the Company's operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company,
The Board, at all times exercises its independence both, in letter and in spirit, and the Directors fully understand their fiduciary duties. The Directors have always acted in the best interest of the Company and will continue to do so in the future, It is equally important to state that the Company has a professional and competent leadership team for the management of the business, The Board guides, supports and compliments the Management team towards achieving the set objectives to make the enterprise more sustainable and valuable in the future,
A separate Corporate Governance Report is attached as Annexure IV, forming part of Director's Report in terms SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate from Practicing Company Secretary, confirming compliance of Corporate Governance disclosures and requirements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached together with CEO Certificate/declaration.
2) Management Discussion and Analysis Report (MDAR)
Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Management Discussion and Analysis Report is annexed as Annexure V to this Report,
3) Particulars of Loans, Guarantees or Investments of the Company
The particulars of loans given, guarantees provided and investments made by the Company during FY 2025-26, as required under Section 186 of the Companies Act, 2013, are provided in Annexure VI to this Report,
4) Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and form part of the Annual Report,
Pursuant to Section 129(3) of the Companies Act, 2013, a statement in Form AOC-1 containing the salient features of the financial statements of the Company's subsidiaries and associates is annexed as Annexure II to this Report,
In terms of the provisions of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, along with the relevant documents, are available on the Company's website and shall also be available for inspection by the Members at the Registered Office of the Company.
5) Significant, Material orders passed by the Regulators/ Court/ Tribunals
There are no significant and material orders passed by any Regulators, Courts or Tribunals which would impact the going concern status of the Company or its future
operations. Details of contingent liabilities, if any, are disclosed in the notes forming part of the Financial Statements.
6) Secretarial Standards
The Company has complied with the applicable Secretarial Standards, namely SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings, issued by the Institute of Company Secretaries of India.
7) Annual Return of FY 2024-2025
Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the financial year 2024-25 is available on the Company's website and can be accessed at;https;//www.jains.com/ Company/investor/data/Home%20Page/Annual%20 Return/files/AnnuaLRetum_20 24_25.pdf
8) Directors Remuneration
The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VII to this Report.
9) Contracts or arrangements with Related Parties
All contracts and arrangements entered into by the Company with related parties during the financial year were conducted in the ordinary course of business and on an arm's length basis, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Except for transactions with subsidiaries, where transfer pricing arrangements are in place in accordance with the regulatory requirements of the respective countries of operation, the Company did not enter into any new Related Party Transactions ("RPTs”) or Material Related Party Transactions during the year.
The Company undertakes certain export-import related transactions with its subsidiaries in the ordinary course of business. Details of such transactions are provided in Annexure VIII.
During the year under review, no material significant Related Party Transactions were entered into by the Company with its Promoters, Directors, Key Managerial Personnel ("KMPs”), or other related parties that could have had a potential conflict with the interests of the Company.
All Related Party Transactions were placed before the Audit Committee for its review and approval. The Audit Committee comprises Mr. Shishir Dalal (Chairman), Dr. Narendra Jadhav, Mr. Bastiaan Mohrmann, Ms. Nancy Barry, and Mr. Anil Jain. In addition, the Audit
Committee reviews all Related Party Transactions on a quarterly basis, including those that may have been approved earlier, to ensure continued compliance with the applicable legal and regulatory framework.
The Company has adopted a Policy on Materiality of and Dealing with Related Party Transactions, which has been approved by the Board of Directors. The Policy is also available on the Company's website and can be accessed at:
https://www.jains.com/Company/investor/data/
Company%20lnformation/Policies/files/Poficy_
on_Materiality_and_Dealing_with_Related_Party_
Transactions.pdf
10) Business Responsibility & Sustainability Report
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR), describing the initiatives undertaken by the Company from an environmental, social and governance perspective, is annexed as Annexure X to this Report and is also hosted on the Company's website.
The BRSR has been assured by TUV India Private Limited, an independent third-party assurance provider. Their assurance confirms the accuracy, credibility and completeness of the disclosures made in the Report.
I) Miscellaneous
a) Acknowledgement
The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.
Sd/- Sd/-
Anil B. Jain Ajit B. Jain
Vice Chairman and Joint Managing
Managing Director Director
Date: July 14, 2026 Date: July 14, 2026
Place: Jalgaon Place: Jalgaon
|