The Board of Directors ("the Board") are pleased to present the 25^th Annual Report of J.G.Chemicals Limited ("the Company" or "JGCL")
together with the Audited Financial Statements (Standalone and Consolidated) and Auditor's Report thereon for the Financial Year
ended 31^st March, 2026.

FINANCIAL SUMMARY OR HIGHLIGHTS

The Company's financial performance for the Financial Year ended 31^st March, 2026 are summarized below:

Notes:

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

Equity shares are at par value of H10 per share.

PERFORMANCE HIGHLIGHTSi. Financial Performance - Standalone

The Company has achieved total revenue from operations
of H2,889.48 Million for the Financial Year ended 31^st March,
2026, as against H2,718.20 Million for the Financial Year
ended 31^st March, 2025, representing a increase of 6.30%.
The earnings before interest, taxes, depreciation, and
amortization ('EBITDA') for the year, excluding the effect of
foreign exchange fluctuation loss/(gain) and other income
was H136.47 Million as compared to H138.19 Million for the
previous Financial Year. EBITDA for the year decreased by
1.24% as stable volumes combined with higher margins
drove strong performance for the year as well as strategic
focus on value-added products continues to fuel profitability
growth. During the Financial Year 2025-26, the Company
earned a Profit After Tax of H214.50 Million as compared to
H200.19 Million in the previous Financial Year representing
an increase of 7.15%.

ii. Financial Performance - Consolidated

On a consolidated basis, the total revenue from operations in
the Financial Year 2025-26 increased by 14.74% to H9,729.30

Million from H8,479.44 Million in the previous Financial Year.
EBITDA for the year, excluding the effect of foreign exchange
fluctuation loss/(gain) and other income, was H820.15 Million
as compared to H861.16 Million for the previous Financial
Year. EBITDA for the year decreased by 4.76%, as stable
volumes combined with higher margins drove strong
performance for the year as well as strategic focus on value-
added products continues to fuel profitability growth. During
the Financial Year 2025-26, the Company earned a profit after
tax of H686.49 Million as compared to H667.59 Million in the
previous Financial Year representing an increase of 2.83%.

The Consolidated Financial Statements of the Company
for the Financial Year ended 31^st March, 2026, have been
prepared in accordance with the Indian Accounting
Standards (IND AS) 110 - "Consolidated Financial Statements"
as notified by Ministry of Corporate Affairs and as per the
general instructions for preparation of Consolidated Financial
Statements given in Schedule III and other applicable
provisions of the Companies Act, 2013, (hereinafter referred
to as 'Act'), and in compliance with the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
'SEBI Listing Regulations'). The Financial Statements of the
subsidiaries and the related detailed information will be
made available to the shareholders of the Company seeking
such information.

The Financial Statements of the subsidiaries are available
at the Website of the Company at www.jgchem.com. The
Audited Consolidated Financial Statements along with the
Auditor's Report thereon forms part of the Annual Report.

DIVIDEND

The Board, has recommended final dividend of H 1.10 per equity
share of face value of H10 each (i.e. @ 11% per equity share of
face value H10 each) fully paid-up for the Financial Year ended
31^st March, 2026 (Dividend for Declaration and Payment of
Dividend Financial Year 2024-25 was @ H1.00 per equity share of
H10 each fully paid-up) out of its' current years' profits, subject
to the approval of Members at the ensuing 25^th Annual General
Meeting (hereinafter referred to as 'AGM') of the Company.
The Dividend payout during the Financial Year ended 31^st March,
2026, was H43.10 Million (Previous Year: H39.18 Million).

The Board has recommended the final Dividend as per the criteria
laid down in the Dividend Distribution Policy.

The above dividend, if approved by the shareholders at the ensuing
AGM, will be paid within 30 days from the date of declaration as per
the relevant provisions of the Act to those Members, whose name
shall appear on the Register of Members as on close of business
hours as on the Record Date. The Record Date for determining
entitlement of the Members to final dividend shall be mentioned
in the Notice of AGM.

Pursuant to the provisions of The Income Tax Act 2025, the
dividend paid or distributed by a company shall be taxable in the
hands of the shareholders. Accordingly, in compliance with the
said provisions, your Company shall make the payment of the
dividend after the necessary deduction of tax at source at the
prescribed rates, wherever applicable. For the prescribed rates for
various categories, the shareholders are requested to refer to The
Income Tax Act 2025, and amendments thereof.

Record Date

The Company has fixed Wednesday, 23^rd September, 2026, as the
'Record Date' for the purpose of determining the entitlement of
Members to receive dividend for Financial Year 2025-26.

Dividend Distribution Policy

In compliance with the requirements of Regulation 43A of the SEBI
Listing Regulations, the Board of Directors of the Company has,
formulated a Dividend Distribution Policy, which is available on
the website of the Company at:https://jgchem.com/wp-content/
uploads/2023/01/03.-DDP-16-06-22.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profit
as retained earnings. During the Financial Year 2025-26, the
Company has not transferred any amount to the General Reserve.
For details regarding the transfer to other reserves, please refer
Note No. 18 of the Standalone Financial Statements for the year
which are self-explanatory.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no fundamental change
in the nature of the business of the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Subsidiary Company as on 31^st March,
2026. The Company does not have any associate or joint venture
company.

i. M/s. BDJ Oxides Private Limited is a Material Subsidiary
Company in which Percentage of Holding is 94.13% w.e.f
14.05.2016.

ii. Names of the Companies which become or ceased to be its
Subsidiaries, Joint Ventures or Associates during the Financial
Year 2025-26: No Company has become or ceased to be Joint
Ventures or Associates during the Financial Year 2025-26.

iii. Names of the Companies which become Subsidiaries or
Associates after the end of the Financial Year and as on the
date of the report: No Company has become or ceased to
be a subsidiary or joint venture or associate of the Company
after the end of the financial year and as on the date of the
report.

iv. Material subsidiary: During the Financial Year 2024-25 and
2025-26, BDJ Oxides Private Limited is a material subsidiary

pursuant to Regulation 16 of the SEBI Listing Regulations.
The Company has formulated a policy for determining
material subsidiaries. The Policy is available on the website
of the Company athttps://jgchem.com/wp-content/
uploads/2023/01/05 MSP-01-20220525.pdf.

PERFORMANCE OF SUBSIDIARY COMPANIES

A report on the performance and financial position of the
subsidiary as per provisions of sub section (3) of Section 129 of
the Act read with rule 5 of Companies (Accounts) Rules, 2014 in
Form AOC-1 is annexed to this Report as Annexure-I.

Further, pursuant to the provisions of Section 136 of the Act,
the Standalone and Consolidated Financial Statements of the
Company for the financial year ended 31 March, 2026, along with
relevant documents and separate audited financial statements
in respect of subsidiaries, are available on the website of the
Company athttps://jgchem.com/financials/.

SHARE CAPITAL

The paid- up Share Capital of the Company is H39,18,60,630
divided into 3,91,86,063 Equity shares of H10/- each fully paid-up.

There was no change in the Share Capital during the Financial
Year under review.

CREDIT RATINGS

The Company has obtained a Credit Rating of its various credit
facilities and instruments from CRISIL Ratings Limited. The details
about the ratings assigned by the above-mentioned Agency is
clearly drawn up in the Corporate Governance Report forming part
of the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
• Composition

The Board of Directors of the Company contains an optimum
combination of Executive and Non-Executive Directors.
As on 31^st March, 2026, it comprises of 6 (Six) Directors, viz.
3 (three) Non-Executive Independent Directors including
a Woman Director and 3 (three) Executive Directors.
The position of the Chairman of the Board and the Managing
Director are held by different individuals, who is an Executive
Director. The profile of all the Directors can be accessed on
the Company's website athttps://jgchem.com/board-of-
directors/.

***Mr. Ashok Bhandari, Non Executive Independent Director ceased
to be in Board of the Company with effect from 3^rd August, 2026,
consequent upon his sad demise.

The Board of Directors places on record its profound sorrow at
the sad demise of Mr. Ashok Bhandari, Independent Director of
the Company, on 3 August 2026. He had been associated with
the Company since July 2022 and made a valuable contribution
during his tenure through his guidance, experience and
commitment to the Company.

' \

The Board and Management sincerely acknowledge his
dedicated service and invaluable contribution to the Company
and convey their heartfelt condolences to his family and loved
ones. His association with the Company and his contributions
will always be fondly remembered.

- -S

None of the Directors of the Company have incurred any
disqualification under Section 164(1) & 164(2) of the Act.
Further, all the Directors have confirmed that they are
not debarred from accessing the capital market as well as
from holding the office of Director pursuant to any order
of Securities and Exchange Board of India or Ministry of
Corporate Affairs or any other such Regulatory Authority.
During the year under review, the Board has accepted the
recommendations of the Committees of the Board.

The details of the Board composition including names of
Directors and composition of Committees are provided
separately in the Corporate Governance Report.

As of 31^st March, 2026, the Company has 4 (Four) Key
Managerial Personnel (Senior Management) including
Executive Directors. The names of senior management are
provided separately in the Corporate Governance Report.

Changes in Board Composition and Key Managerial Personnel

During the Financial Year 2025-26, there was no change in
the Board Composition and Key Mangerial Personnel of the
Company.

Director retiring by rotation:

In accordance with the provisions of the Act,
Mr. Anuj Jhunjhunwala (DIN: 00234926), the Whole-time
Director retires from the Board by rotation and being eligible,
offers himself for re-appointment. The Board recommends the
said re-appointment at the 25^th Annual General Meeting ('AGM').

Further, the brief resume and other details relating to the
Director seeking re-appointment, as stipulated under
Regulation 36 of the SEBI Listing Regulations and Secretarial
Standard-2, are provided in the Notice convening the
ensuing AGM.

None of the Directors of your Company is disqualified under
the provisions of Section 164(2) of the Act. A certificate
dated 04^th September, 2026 received from M/s. Arun Kumar
Khandelia & Co, Practising Company Secretaries (ICSI FRN:
P1995WB046000), certifying that none of the Directors
on the Board of the Company has been debarred or
disqualified from being appointed or continuing as directors
of companies by Securities and Exchange Board of India
("SEBI")/Ministry of Corporate Affairs or any such Statutory
Authority is annexed to the Corporate Governance Report.

During the year under review, none of the Directors of the
Company is disqualified as per the applicable provisions of
the Act.

MEETINGS OF THE BOARD

The Board met 6 (Six) times during the Financial Year 2025-26.
The dates of meetings of the Board and its Committees and
attendance of each of the Directors thereat are provided separately
in the Corporate Governance Report.

The maximum gap between two Board meetings held during the
year was not more than 120 days.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and
make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function
according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholders' Relationship Committee;

• Risk Management Committee

Details of composition, terms of reference and number of
meetings held in FY26 for the aforementioned committees are
given in the Report on Corporate Governance, which forms
a part of this Report. Further, during the year under review, all
recommendations made by the various committees have been
considered and accepted by the Board.

DECLARATION FROM INDEPENDENT DIRECTORS

During the Financial Year 2025-26, all the Independent Directors
of the Company have given necessary declarations regarding their
independence to the Board as stipulated in Section 149(6) & 149(7)
of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) and
25(8) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors fulfil the
conditions specified in the Act with regard to integrity, expertise
and experience (including the proficiency) of an Independent
Director and are independent of the management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments that occurred
after the close of the year till the date of this Report, which affected
the financial position of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on internal financial controls work performed by the Internal
Auditors, Statutory Auditors, Cost Auditors and Secretarial Auditors,
the reviews performed by the management, with the concurrence

of the Audit Committee, pursuant to Section 134(3)(c) read with
Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of
the SEBI Listing Regulations, the Board states the following for the
year ended 31^st March, 2026:

a. In the preparation of the Annual Accounts for the year ended
31^st March, 2026, the applicable Accounting Standards had
been followed along with proper explanation relating to
material departures;

b. The Directors have selected suitable Accounting Policies
and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the
end of the Financial Year and of the Profit of the Company
for the year under review;

c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

d. The Directors have prepared the Annual Accounts on a
going-concern basis;

e. The Directors have laid down internal financial controls to
be followed by the Company and such internal financial
controls are adequate and are operating effectively; and

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

NOMINATION & REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act,
2013, and in terms of Regulation 19 read with Part D of Schedule-II
of the SEBI Listing Regulations, the Company has a Nomination and
Remuneration Policy for its Directors, Key Managerial Personnel
and Senior Management which also provides for the diversity
of the Board and provides the mechanism for performance
evaluation of the Directors.

The objectives and key features of this Policy includes:

i. Formulation of the criteria for determining qualifications,
positive attributes of Directors, Key Managerial Personnel
(KMP), Senior Management Personnel (SMP) and also the
independence of Independent director.

ii. Aligning the remuneration of Directors, KMPs and SMPs with
the Company's financial position, remuneration paid by its
industry peers, etc.;

iii. Performance evaluation of the Board, its Committees and
Directors, including Independent Directors;

iv. Ensuring Board diversity;

v. Identifying persons who are qualified to become Directors
and who may be appointed to Senior Management in line
with the criteria laid down; and

vi. Directors' induction and continued training.

The said Policy was amended and reviewed from time to time.
The policy is available on Company's website a under the link:
https://iachem.com/wp-content/uploads/2026/07/JG-Whistle-
Blower-Policy-17.07.26.pdf. The remuneration paid to the Directors
is as per the terms laid out in the Nomination and Remuneration
Policy of the Company.

REMUNERATION OF DIRECTORS, MANAGERIAL
PERSONNEL, SENIOR MANAGEMENT AND EMPLOYEES

Disclosures pertaining to remuneration and other details as
required under Section 197(12), read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, are given in Annexure II enclosed hereto and forms part of
this Report. In accordance with the provisions of the Section, the
names and other particulars of employees drawing remuneration
in excess of the limits set out in the aforesaid rules form part of
this Report. However, in line with the provisions of Section 136(1)
of the Act, the Report and Accounts as set out therein, are being
sent to all Members of your Company, excluding the aforesaid
information. Copies of the said statements are available at the
registered office of the Company during the designated working
hours from 21 days before the AGM till the date of the AGM.
Any Members interested in obtaining such details may write to
the Company Secretary, stating their Folio No./DPID & Client ID.

BOARD DIVERSITY

The Company recognizes the importance of having a diverse
Board of Director as a key element in maintaining a competitive
advantage, fostering innovation and enhancing the overall
effectiveness of the Board. The Company believes that diversity in
composition of the Board promotes better Corporate Governance,
improves decision making quality and strengthens stakeholder
confidence. The Company also believes that a diverse Board
enhances the transparency, accountability and ethical standards in
the conduct of business and contributes to sustainable growth and
value creation for shareholders and other stakeholders. The Board
remains committed to maintaining the highest standards of
corporate governance through continuous improvement in
Board composition and diversity. The Board has adopted the Board
Diversity Policy which sets out the approach to diversity. The policy
is available at the website of the Company athttps://igchem.com/
wp-content/uploads/2024/06/Board-Diversity-Policy.pdf.

BOARD EVALUATION

The annual evaluation of the Board of Directors, Individual
Directors including Chairman of the Board and Committees was
conducted in accordance with the provisions of the Act and the
SEBI Listing Regulations.

The Independent Directors at their meeting have evaluated the
performance of Executive Directors after considering the views
of the Executive and Non-Executive Directors and the Board as a
whole and assessed the quality, quantity, and timeliness of flow of
information between the Company's Management and the Board.

The evaluation process focused on various aspects of the Board
and Committees' functioning such as composition of the Board
and its Committees, experience and competencies, performance
of specific duties, obligations and governance issues. A separate
exercise was carried out to evaluate the performance of Individual
Directors on parameters such as attendance, contribution
and exercise of independent iudgement. Further, the Board,
upon recommendation of the Nomination and Remuneration
Committee and as per the criteria and manners provided for
the annual evaluation of each member of the Board and its
Committees, has evaluated the performance of the entire Board,
its Committees, and Individual Directors.

During the Financial Year 2025-26, all the members of the Board
and its Committees met the criteria of performance evaluation
as set out by the Nomination and Remuneration Committee.
The Board expressed satisfaction with the overall functioning of
the Board and its Committees.

LOANS, INVESTMENTS AND GUARANTEE

During the year under review, no loans, investments, guarantees
and advances were given to firms/companies/body corporates in
which directors are interested that would attract the provisions of
Section 185 of the Act, other than its Subsidiary. The Company has
also given loans to its Subsidiary for business purpose.

The details of loans granted, guarantee given, and investments
made during the year under review, covered under the provisions
of Section 186 of the Act, are provided in the notes to the Financial
Statements of the Company forming part of this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the draft Annual Return as on 31^st March, 2026 is available on the
website of the Company at the linkhttps://igchem.com/financials/.
The Annual Return uploaded on the website is a draft in nature and
the Final Annual Return shall be uploaded at the same link on the
website of the Company once the same is filed with the Ministry
of Corporate Affairs after the AGM.

RISK MANAGEMENT (RISK ASSESSMENT AND MINIMIZATION
PROCEDURE)

The Company identifies the risk as a fundamental aspect of
business and is committed to manage risk proactively and
efficiently. JGCL has established a robust Risk Management
framework which ensures that risks are managed systematically,
thereby safeguarding the interest of stakeholders and enhancing
organizational resilience. The Company recognizes that effective
risk management is critical in achieving operational efficiency,
financial stability, regulatory compliance and strategic growth.
The Company has a policy on Risk Management to identify various
kinds of risks in the business of the Company. The Board reviews the
Policy from time to time and take adequate steps to minimize the
risk in business. As per the opinion of the Board, there are no such
risks, which threaten the existence of your Company.

AUDITORS AND AUDITORS' REPORT

• Statutory Auditors

M/s. S Jaykishan, Chartered Accountants (FRN 309005E),
the Statutory Auditors of the Company were appointed at
the 23^rd AGM held on 29^th September, 2023 for the term of
4 (Four) consecutive years from the conclusion of the 23^rd
AGM till the conclusion of the 26^th AGM to be held for the
financial year 2026-27. The Report given by M/s. S Jaykishan,
Chartered Accountants on the Financial Statements of the
Company for the Financial Year 2025-26 is part of the Annual
Report and there is no qualification, reservation, adverse
remark, or disclaimer given by the Auditors in their Reports.
The Auditors of the Company have not reported any fraud
in terms of the second proviso to Section 143(12) of the Act.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations, M/s K.Arun & Co., Practising Company
Secretaries (FRN: P1995WB046000) has been appointed as
Secretarial Auditors of the Company for the term of 5 (Five)
consecutive years at 24^th Annual General Meeting held on 12^th
August, 2025 to hold office for a term of 5 (Five) consecutive
years, i.e. from Financial Year 2025-26 to Financial Year 2029¬
30. The Secretarial Audit Reports of the Company and of its
Material Unlisted Subsidiary Incorporated in India, i.e., M/s.
BDJ Oxides Private Limited, for the Financial Year ended 31^st
March, 2026 are annexed to this Report as Annexure III and
Annexure IIIA respectively form part of this Report. There is
no qualification, reservation, adverse remark, or disclaimer
given by the Secretarial Auditors in their Report.

The Company has undertaken an Annual Secretarial
Compliance Audit for the Financial Year 2025-26, pursuant
to Regulation 24A(2) of the SEBI Listing Regulations. The
Annual Secretarial Compliance Report for the Financial
Year ended 31^st March, 2026, has been submitted to the
Stock Exchanges and the said report may be accessed on
the Company's website at the linkhttps://jgchem.com/wp-
content/uploads/2026/05/22-05-2026-Annual-Secretarial-
Compliance-Report-31032026.pdf.

• Cost Auditor

M/s. Debabrota Banerjee and Associates, a firm of Cost
Accountants in Practice (Registration No 003850) the Cost
Auditor of the Company submitted the Cost Audit Report for
the Financial Year 2024-25, within the time limit prescribed
under the Act and Rules made thereunder. During the Period
under review, pursuant to Section 148 of the Act read with
the Rules framed thereunder, the Board has re-appointed
M/s. Debabrota Banerjee and Associates, a firm of Cost
Accountants in Practice (Registration No 003850), to conduct
an audit of the cost records of the Company for the Financial
Year 2025-26.

Pursuant to Section 148 of the Act, read with the rules framed
thereunder, the Board of Directors at its meeting held on
14^th May, 2026, upon the recommendation of the Audit
Committee, re-appointed M/s. Debobrata Banerjee and
Associates, a firm of Cost Accountants in Practice (Registration
No 003850) as the Cost Auditor of the Company to conduct
the audit of the cost records of the Company for the Financial
Year 2026-27. The Company has received the necessary
consent from M/s. Debobrata Banerjee and Associates, to
act as the Cost Auditor of the Company for the Financial
Year 2026-27, along with the certificate confirming that his
appointment would be within the applicable limits. Further,
pursuant to Section 148 of the Act, read with the rules framed
thereunder, the remuneration payable to Cost Auditor for
the Financial Year 2026-27, is required to be ratified by the
Members of the Company at the ensuing AGM. Accordingly,
an ordinary resolution seeking the approval of Members for
ratification of payment of remuneration payable to the Cost
Auditor is included in the Notice convening the ensuing
AGM of the Company.

• Internal Auditors

The Board appointed M/s S.S Kothari Mehta & Co. LLP,
Chartered Accountants, as the Internal Auditor of the
Company for the Financial Year 2025-26. The Audit
Committee considers and reviews the Internal Audit Report
submitted by the Internal Auditor on a quarterly basis.

MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records as
specified by the Central Government in compliance with Section
148 of the Act.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is dedicated to foster an ethical, transparent
and accountable environment in all its business activities.
The Company has adopted vigil mechanism through its Whistle
Blower Policy which provides a secure platform for its employees,
directors and stakeholders to report genuine concerns about
unethical behaviour, fraud and violations of Company's policies
while ensuring protection from retaliation.

The Company has formulated a Vigil Mechanism/Whistle Blower
Policy in terms of Section 177 of the Act and Regulation 22 of
the SEBI Listing Regulations for the employees to report their
grievances/concerns about instances of unethical behaviour,
actual or suspected fraud or violation of Company's Code of
Conduct by means of protected disclosure to the Vigilance Officer
or the Chairman of the Audit Committee. The Vigil Mechanism /
Whistle Blower Policy may be accessed on the Company's website
athttps://jgchem.com/wp-content/uploads/2026/07/JG-Whistle-
Blower-Policy-17.07.26.pdf.

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

Information on conservation of energy, technology absorption,
foreign exchange earnings and outgo for the Financial Year ended
31^st March, 2026, as required to be given pursuant to Section 134(3)
(m) of the Act read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014, is annexed to this Report as Annexure IV.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has established and maintained adequate Internal
Financial Controls (IFC) commensurate with the size, scale,
and complexity of its operations. These controls are designed
to provide reasonable assurance regarding the reliability of
Financial Reporting and the preparation of Financial Statements in
accordance with applicable Accounting Standards and regulatory
requirements.

The Internal Audit of the Company for Financial Year 2025-26,
was carried out by M/s S.S. Kothari Mehta & Co. LLP, Chartered
Accountants, Internal Auditor for all divisions and units of the
Company. The Audit Committee regularly interacts with the
Internal Auditors, the Statutory Auditors and Senior Executives of
the Company responsible for financial management and other
affairs. The Audit Committee evaluates the internal control systems
and checks & balances for continuous updates and improvements
therein. The Audit Committee also regularly reviews and monitors
the budgetary control system of the Company as well as the
system for cost control, financial controls, accounting controls,
physical verification, etc. The Audit Committee regularly observes
that proper internal financial controls are in place including with
reference to Financial Satements. During the year, such controls
were reviewed, and no reportable material weakness was
observed.

RELATED PARTY TRANSACTIONS

Your Company has Policy on materiality of and dealing with
Related Party Transactions (RPTs). The Audit Committee reviews
this policy periodically and also reviews and approves all RPTs,
to ensure that they are in line with the provisions of applicable
law and the Policy. The Audit Committee approves the RPTs and
wherever it is not possible to estimate the value, approves limit
for the Financial Year based on best estimates. The RPTs that were
entered into by the Company during the Financial Year 2025-26,
were on an arm's length basis. The disclosure under Section 134(3)
(h) read with Section 188(2) of the Act in form AOC-2 is given in
Annexure V forming part of this Report.

The details of the transaction with related parties during Financial
Year 2025-26, are provided in the accompanying Financial
Statements.

The Policy on materiality of and dealing with RPTs as approved by
the Board in terms of Regulation 23 of the SEBI Listing Regulations
is posted on the website of the Company and can be accessed
through the following link:https://jgchem.com/wp-content/
uploads/2026/07/JG-Policy-on-RPT-Version-4-14.05.2026.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that it has a responsibility to bring
enduring positive value to the communities it works with. In line
with Company's core theme to keep India moving, we have and
will continue to build enduring and engaging relationships with
key stakeholders.

The Board, in compliance with the provisions of Section 135(1)
of the Act and Rules made thereunder, has formulated the CSR
Committee and CSR Policy. Further, the CSR policy has been
placed on the website of the Company and can be accessed
through the following link:https://jgchem.com/wp-content/
uploads/2023/01/15.CSR-01-20222025.pdf.

The Annual Report on CSR activities in terms of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
is annexed herewith and marked as Annexure VI forming part
of this Report.

PUBLIC DEPOSIT

During the Financial Year 2025-26, the Company has not accepted
any deposits from the public within the meaning of Section 73 and
Section 74 of the Act, therefore the disclosure pursuant to Rule 8
(5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable
to the Company.

CORPORATE GOVERNANCE

Your Directors believe that Corporate Governance is an ethically
driven business process that is committed to values aimed at
enhancing the growth of your Company. The endeavour is to
continue and move forward as a responsible and sustainable
Company in order to attract as well as retain talents and investors
and to maintain fulfilling relationships with the communities and
take all possible steps in the direction to re-write a new future for
your Company.

We are committed to achieve the highest standards of ethics,
transparency, corporate governance and continue to comply
with the code of conduct framed for the Board and Senior
Management under the Act as well as SEBI Listing Regulations
and have maintained high standards of Corporate Governance
based on the principle of effective implementation of internal
control measures, adherence to the law and regulations and
accountability at all levels of the organization.

Your Company's corporate governance practices are driven
by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high levels of integrity in

decision making. In terms of the provisions of Regulation 34(3)
of the SEBI Listing Regulations, the Corporate Governance
Report for the Financial Year 2025-26 together with a certificate
from Practicing Company Secretaries confirming compliance, is
annexed herewith and marked as Annexure VII forming part of
this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under
Schedule V of the SEBI Listing Regulations forms an integral part
of the Annual Report. The said Report gives detail of the overall
industry structure, economic developments, performance and
state of affairs of your Company's business, risk management
systems and material developments during the year under review.

LISTING ON STOCK EXCHANGES

The Company's 3,91,86,063 equity shares of H10 each as on
31^st March, 2026, are listed on the BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE).

DEMATERIALISATION OF SHARES

There were 3,91,86,063 Equity Shares of the Company as on
31^st March, 2026, all the Equity Shares of the Company are held
in electronic form.

E-VOTING FACILITY AT AGM

In terms of Regulation 44 of SEBI Listing Regulations and in
compliance with the provisions of Section 108 of the Act read
with Rule 20 and other applicable provisions of the Companies
(Management and Administration) Rules, 2014 (as amended), the
items of business specified in the Notice convening the 25^th AGM
of the Company shall be transacted through electronic voting
system only and for this purpose the Company is providing
e-Voting facility to its' Members whose names will appear in the
Register of Members as on the cut-off date (fixed for the purpose),
for exercising their right to vote by electronic means through the
e-voting platform to be provided by National Securities Depository
Ltd ("NSDL"). The detailed process and guidelines for e-Voting have
been provided in the notice convening the AGM.

DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company complies with the Maternity Benefit Act, 1961 for
the year under review.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company firmly believes in providing a safe, supportive, and
friendly workplace environment - a workplace where its values
come to life through supporting behaviours. A positive workplace
environment and great employee experience are integral parts
of its culture. Your Company continues to take various measures
to ensure a workplace free from discrimination and harassment
based on gender.

Your Company educates its employees as to what may constitute
sexual harassment and in the event of any occurrence of an
incident constituting sexual harassment. Your Company has
created the framework for individuals to seek recourse and
redressal to instances of sexual harassment.

Your Company has a Policy on Preservation and Redressal of Sexual
Harassment at Workplace in place to provide clarity around the
process to raise such a grievance and how the grievance will be
investigated and resolved. An Internal Complaints Committee
has been constituted in line with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act") and Rules made thereunder. There are
regular sessions offered to all employees to increase awareness
of the topic and the Committee and other senior members have
undergone training sessions.

During the Financial Year 2025-26, the Committee submitted
its Annual Report as prescribed in the said Act and there was
no complaint as regards sexual harassment received by the
Committee during the year.

During the Financial Year 2025-26, initiatives were taken to
demonstrate the Company's zero tolerance philosophy against
discrimination and sexual harassment, which included easy to
understand training and communication material which was
made easily accessible. The Company has also conducted online
training for the employees to cover various aspects of this matter.
The following is a summary of Sexual Harassment complaint(s)
received and disposed of during the Financial Year 2025-26,
pursuant to the POSH Act and Rules framed thereunder:

COMPLIANCE OF SECRETARIAL STANDARDS

During Financial Year 2025-26, the Company has followed the
applicable Secretarial Standards, with respect to Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India.

GENERAL DISCLOSURES

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

1. The Company has not resorted to any buy back of its equity
shares during the year under review.

2. The Company serviced all the debts and financial
commitments as and when they became due, and no
settlements were entered into with the bankers. Since the
details of difference between amount of the valuation done
at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof - Not Applicable.

3. There are no significant/material orders passed by the
Regulators / Courts / Tribunals which would impact the going
concern status of the Company and its future operations.

4. During the year under review, no Corporate Insolvency
Resolution application was made, or proceeding was
initiated, against the Company under the provisions of
the Insolvency and Bankruptcy Code, 2016 (as amended).
Further, no application/proceeding against the Company
under the provisions of the Insolvency and Bankruptcy Code,
2016 (as amended) is pending as on 31^st March, 2026.

OUTCOME OF BOARD MEETINGS

GREEN INITIATIVES & ACKNOWLEDGEMENT

As a responsible corporate citizen, the Company supports the
'Green Initiative' undertaken by the Ministry of Corporate Affairs,
Government of India, enabling electronic delivery of documents
including the Annual Report etc. to Members at their e-mail
address registered with the Depository Participants ("DPs") and
RTAs. To support the 'Green Initiative', Members who have not
registered their email addresses are requested to register the same
with the Company's Registrar and Share Transfer Agent ("RTAs")/
Depositories for receiving all communications, including Annual
Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 03/2025 dated 22^nd September,

2025, and Regulation 36 of SEBI Listing Regulations, the Annual
Report of the Company for the Financial Year ending 31^st March,

2026, including therein the Audited Financial Statements for
the Financial Year 2025-26, will be sent only by email to the
Members who have registered their email address(es). A letter
providing the web-link, including the exact path, where complete
details of the Annual Report are available will be sent to those
shareholder(s) who have not so registered their email address(es).
Further the Company will send hard copy of the full Annual Report
to shareholders, who request that.

The Board of the Company wishes to place on record their sincere
appreciation of the dedication and commitment of all employees
in continuing their achievements and excellence in all areas of the
business. The Board thanks the shareholders, customers, suppliers,
bankers, other stakeholders and various departments of the State
Government and the Central Government for their continuous
support to the Company. Your Board appreciates and values the
contribution made by every member of the J.G.Chemicals family.

On behalf of the Board of Directors
For J. G. Chemicals LimitedSuresh Jhunjhunwala Anirudh Jhunjhunwala

Executive Chairman & WTD Managing Director & CEO

(DIN: 00234725) (DIN: 00234879)