We are happy to present the report of Board for year ended 31st March, 2024. The overall growth at just above 5.7%, may look flat optically, but the internal dynamics is quite different. We have been able to maintain liquidity with small growth and maintain credit ratings during the year. The world, including India, faces significant challenges due to climate change. Elevated temperatures and unpredictable weather patterns have disrupted agriculture and related industries. Farmers engaged in value-added agriculture have been particularly affected. Hopefully, now base is good for future growth with good monsoon in season 2024.

A] Operations

1) Financial Highlights (standalone)

The financial performance is captured in below table:

' in Million (except EPS)

2) State of affairs of the Company

a) Standalone: FY 24

Hi-Tech segment experienced reduction of 8.5% due to a strategic 65% reduction in the project business. However, the retail business continued to perform well, growing by 19.7% YoY. The Tissue Culture business

remained a strong contributor to the Hi-Tech segment. Plastic segment demonstrated significant growth of 27.9%, while the EBITDA increased by 66.7%. The retail business also grew significantly by 31.4%. Order book stands at ' 8,085 million which includes orders of ' 3,833 million for Hi-tech Agri Input Products, ' 4,252 million for Plastic segment.

Despite the challenges, the Company saw substantial increase of 25% in cash & carry retail business aiding liquidity. The Company strategically reduced its exposure to project-based business due to long drawn receivable and increased focus on retail and export markets which has changed overall revenue mix with better margins and lower working capital intensity. Our international businesses have demonstrated resilience, with strong growth in both revenue and profitability, approaching pre-pandemic levels.

Normal monsoon has been predicated in current year. There could be some impact on overall business in the first quarter of FY25 due to general elections, however, we remain committed to deleveraging and improving profitability by remaining focused on quality of business and growing our retail business significantly.

b) Consolidated; FY 24

Overall revenue growth of 7.0% is due to demand from Indian Retail market and International market. Hi-Tech segment experienced reduction of 8.2% due to a strategic 65% reduction in the project business. However, the retail business continued to perform well, growing by 19.7% YoY. The Tissue Culture business remained a strong contributor to the Hi-Tech segment.

Plastic segment demonstrated impressive performance with a substantial 26.5% revenue increase, highlighting our competitive edge and growth strategy in both international and India businesses along with 75.8% increase in consolidated EBITDA indicates the strong performance of our plastic business.

Agro Processing segment achieved 5.0% growth with a considerable 9.5% increase in EBITDA. Exports also increased significantly. Order book stands at ' 19,257 million which includes orders of ' 10,712 million for Agro Processing segment.

3) 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 https://www. primeinfobase.in/Pages/JISLJALEQS_POLICY. aspx?value=3cYDU7170mvM600MSHCcMw==

b) Dividend

The Directors in their meeting held on 18th May, 2024 did not recommend to shareholders a Dividend on Ordinary and DVR Equity Shares of '2.00 each, in view of meagre profit for the for year ended 31st March, 2024.

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.

5) List of Awards/ Recognition - Financial Year 2023-24

The Company has received the following awards and accolades during the FY 2024.

6) Material developments in Human Resource JISL: Where Innovation, Adaptation, and People Thrive

At JISL, we believe our human capital is the beating heart of our financial success. We aren't just a Company; we're a collaborative tapestry woven from the threads of talented individuals. Our mission is to cultivate a vibrant pool of minds guided by the luminous philosophy of our Founder: Innovate, Adapt, and Thrive, here, within the walls of JISL, we foster an environment where every thread can unfurl its full potential, shimmering brightly and contributing to the rich tapestry of our collective achievements.

This year, we embarked on a social media sojourn, weaving captivating campaigns across various platforms. These campaigns served as bridges, connecting us with the most relevant talent pool, brimming with potential in the burgeoning fields of Sustainable Agtech and Piping Solutions. Our unwavering commitment to excellence, fuels our pursuit of remaining a high-performance organisation. To achieve this, we have set in motion a multitude of projects, meticulously crafted to unlock the boundless potential that lies within each and every member of our supervisory and managerial cadre. JISL empowers its people, not only professionally, but also personally, providing them with the tools and support they need to fulfil their aspirations and embrace their responsibilities with unwavering dedication.

We are relentless in our pursuit of innovation, constantly evolving and crafting training programs that ignite a passion for learning. These programs, intertwined with our high-performance and adaptable production systems, create a symphony of success. But JISLs melody extends far beyond mere productivity. We have introduced the concept of "flexi jobs," a novel approach that empowers our operational workforce to embark on a journey of exploration. Through this program, they can acquire a multitude of skills, transforming themselves into well-rounded individuals. This ingenious approach not only fosters personal growth but also acts as an antidote to the fatigue and stress that can often acCompany monotonous tasks. Job rotation becomes a refreshing breeze, invigorating our team and ensuring peak performance.

Our work culture is the very foundation upon which JISL thrives. It's a culture that celebrates trust, a cornerstone of any successful endeavour. We nurture a deep sense of organisational commitment, where every member feels a sense of belonging and purpose. But JISLs heart doesn't stop there. We cultivate a profound sense of pleasure associated with a job well done, where hard work is celebrated and accomplishment brings a smile to every face. We understand the importance of balance, and we strive to create an environment where our associates can achieve their goals while maintaining a healthy and fulfilling personal life.

JISL recognizes the beauty of diversity. We take pride

in fostering a workforce built on the unshakeable pillars of respect, empathy, and inclusion. Through various initiatives, we continuously strive to improve our employees' awareness and understanding of these core principles. At JISL, we believe that by respecting our differences, we weave a richer, more vibrant tapestry, where every individual contributes their unique thread to the grand masterpiece of our collective success.

The well-being of our employees has remained a top priority. Recognising the correlation between employee engagement and organisational success, we have implemented initiatives to enhance workplace satisfaction and foster a sense of belonging. From team bonding activities to celebrating important events and festivals, we have cultivated an environment where employees are not only productive but also motivated to contribute their best. Here is a short summary of activities conducted:

1)    Team Bonding Activities

Employees were made to play fun games and activities that fostered a sense of unity and also enhanced problem-solving skills under time constraints.

2)    Celebrating Festivals and Important Events-

Employees got together to celebrate festivals such as Holi, Janmashtami, Diwali, Women's Day, etc. This created a sense of togetherness and belonging among the employees and associates.

3)    Blood Donation Camp

Blood Donation Camps were organised by the Company, reflecting their commitment to social responsibility and community welfare. The camp was well-organised, ensuring a smooth and safe donation process for all participants. This initiative not only contributed to saving lives but also fostered a sense of solidarity and compassion among the associates.

Blood Donation camp were organised on September 6, 2023 and March 9, 2024 where 516 and 416 units of blood were donated which shows the sense of belongingness of our associates towards the society.

4)    Employee Development and Training

Investing in the continuous development of our employees has been a testament to our commitment to growth. We have expanded training programs that equip our teams with the skills necessary to adapt to technological advancements and evolving industry standards. Furthermore, personalised development plans have empowered employees to chart their career trajectories within the organisation, nurturing a culture of learning and professional fulfilment.

The brief about training programs carried out last year is as follows -

No of Participants - 16772 - Training hours - 46389, per associates training hrs - 6.73

A special emphasis was given to training on Leadership Development this year. Associates with Leadership potential were trained in the same.

5)    Diversity, Equity, and Inclusion

Promoting diversity, equity, and inclusion (DEI) has been instrumental in driving innovation and fostering a culture of respect. We have taken proactive steps to ensure that our workforce reflects the diversity of the communities we serve, embedding DEI principles into every facet of our HR practices. By embracing different perspectives and experiences, we have enriched our organisational dynamics and fortified our reputation as an employer of choice.

6)    Compliance and Ethical Standards

Upholding ethical standards and compliance with regulatory frameworks has underpinned our HR practices. We have strengthened governance mechanisms to safeguard employee rights and privacy, reinforcing trust and transparency within our workforce. By adhering to ethical guidelines, we have cultivated a corporate culture grounded in integrity, laying a solid foundation for sustainable growth.

Workforce Strength & Recruitment

Given the Company's rapid growth, recruitment is an on-going process where we strive to identify, select and appoint the right people for the job at hand.

Total Associates as on 31st March 2024 for JISL = 6893 Gross Addition during 2023-2024 for JISL = 883 Overview

The past year has been marked by significant advancements in our human resources initiatives, each contributing to our overarching goal of driving organisational excellence. From strategic workforce planning and talent acquisition to employee development and well-being, our HR efforts have been instrumental in navigating challenges and seizing opportunities. Looking ahead, we remain committed to fostering an inclusive and dynamic workplace where talent thrives and innovation flourishes. As we continue to evolve in a rapidly changing landscape, our dedication to harnessing the potential of our human capital will undoubtedly propel us towards continued success.

7) Director’s Responsibility Statement

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

i)    In the preparation of the FY24 annual accounts, the applicable Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures except, to the extent indicated in notes;

ii)    The accounting policies are selected and applied consistently and are reasonable; prudent judgments, and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024, and, of the profit of the standalone Company for the year ended 31st March, 2024;

iii)    The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv)    The Directors had prepared the annual accounts for the FY ending 31st March, 2024 on a 'going concern basis' and;

v)    The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi)    The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

B] Subsidiaries & Associate

1)    Jain Farm Fresh Foods Limited - Subsidiary

a)    Standalone

The Subsidiary has achieved revenues of ' 6,713 million in FY 2024 as against ' 6,603 million for FY 2023, marginal increase of 1.7%. The net Domestic Revenue was ' 3,007 million in FY 2024 as against ' 3,375 million for FY 2023, reflecting decline of 11% YoY. The Company has generated ' 3,624 million in the form of Export Revenue as against 3,053 million for FY 2023 reflecting growth by 16% YoY. The earnings before depreciation, interest cost and income tax was '997 million for FY 2024 as against ' 1,150 million for FY 202. Increase of profit from ordinary activities before tax was recorded at ' 23.39 million for FY 2024 as against ' 1.48 million for FY 2023. Net profit for the period was ' 9.89 million for FY 2024 as against ' 10.35 million for FY 2023.

b)    Consolidated

The Consolidated food business has recorded revenue of ' 17,501 million for FY 2024 as against ' 16,674 of FY 2023 reflecting growth by 5% YoY. The earnings before depreciation, interest cost and income tax was ' 2,090 million for FY 2024 as against ' 2,054 million for FY 2023. The Finance Cost for FY 2024 was ' 1,193 million as against ' 1,090 million in FY 2023, increased by 9% YoY. The profit before tax from continuing operation was ' 138 million for FY 2024 as against ' 247 million of FY 2023. Net profit for FY 2024 was ' 110 million as against profit of '259 million of FY 2023.

2)    Sustainable Agro-Commercial Finance Limited (SAFL) - Associate

SAFL is focusing its activities on Farm and Farmer only and operates in the rural & semi-urban geographies of India. SAFL is currently operating across the states of Maharashtra, Karnataka and Madhya Pradesh.

During the year 2023-24, SAFLs financial performance details are as follows:

The Revenue from operations for FY 24 was ' 20 million, as against ' (57) million for FY 23. Other income for the year FY 24 was ' 68 million, as against ' 98 million for FY 23.

Employee cost was ' 91 million for FY 24, as against ' 104 million for FY 23. The finance cost for FY 24 was recorded at ' 194 million as against ' 206 million for FY 23. Net profit for FY 24 was ' 11 million as against loss of ' 560 million of FY 23.

3) Operations of Subsidiaries & SPV's

The Statement containing salient features of the financial statements of overseas subsidiary companies is attached in AOC-1 at Annexure II-Part A (b).

a)    Operating subsidiaries

Information on operations and performance of operating subsidiaries is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report at Annexure V.

b)    SPV's

Information of SPV's is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report at Annexure V.

C] Credit Ratings:

During the year the Credit Rating agency, CRISIL rated the Company as follows:

Rating Action by CRISIL:

Credit rating agency, ICRA has withdrawn, the ratings for the Bank facilities and part of Non-convertible Debentures (NCD's) of Jain Irrigation Systems Limited vide letter dated April 30, 2024. The Company had requested ICRA for withdrawal of Bank loan facilities rating and outstanding NCD's. The Company submitted NOC's from the lenders/banks. As per ICRA's policy, it withdrew rating for Bank loan facilities of '2859.62 Crs and repaid NCD's of '129.22 Crs but continued to rate outstanding NCD's of '813.77 Crs. The Company will be submitting necessary information to ICRA for rating of outstanding NCD's for completing the surveillance exercise.

D] Issue of Warrants:

Pursuant to approval of Shareholders and regulators the Company had issued 4,27,86,430 Equity Shares Warrants to Promoter and Non Promoter at a conversion price of ' 46.64 each. The same shall be fully converted on pre decided price and terms are as follows:

The 25% proceeds* received as a deposit was used for strengthening the capital base and meet other short and medium obligations of the Company. The 75% proceeds of the allotment will be used to finance the fund requirement, to strengthen its capital base & meet other short & medium term obligations & address its working capital requirement on a long term basis.

* (As per Monitoring Agency report)

E] Governance disclosures

1) Employee Stock Option Plan (ESOP)

i)    JISL Employees ESOP's Trust : On recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 1/5th of 18,96,429 equity shares (granted on 31/03/2020 through Trust Route) on the 25th May 2024 instead of 31st March, 2025.

ii)    JISL ESOP, 2011/ 2018

i] A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP including: On recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 2/3rd of 43,56,000 equity shares (granted on 11/11/2022 trough Primary Route) on the 25th May 2024 instead of 10th November, 2024 and 10th November, 2025.

* Remaining 2/3rd will get vest on 25th May 2024 instead of 10th November, 2024 and 10th November, 2025 ii] Trust Shares movement during the year

* Granted on 31.03.2020 with 5 years vesting period, 1/5 every year at ' 35.02 each, however Board on 18.05.2024 altered the vesting period to vest remaining 1/5th equity shares on the 25.05.2024 instead of 31.03.2025. iii] Details related to the Trust

a) General information on all schemes

b) Movement of Shares during the year under review

c) In case of secondary acquisition of shares by the Trust

The Trust has purchased 18,96,429 (Eighteen lakhs ninety six thousand four hundred & twenty nine) Ordinary Equity Shares of the Company from the Secondary market in Financial Year 2019-20. They were granted on 31.03.2020 with 1 /5th vesting each year, however on recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 1/5th of 18,96,429 equity shares on the 25th May 2024 instead of 31st March, 2025.

2) Corporate Social Responsibility & Sustainability brief

ESG and Sustainability Disclosures

The Company reports on its ESG performance through both mandatory and voluntary platforms, including the Business Responsibility and Sustainability Report (BRSR). The Company discloses ESG indicators in alignment with the International Finance Corporation's (IFC) Performance Standards I to IV. The Company is in process to map its internal energy management targets using the international Science Based Targets initiative (SBTi) methodology and is actively working to set its long-term climate targets.

To measure sustainability performance, the Company has established a system based on economic, environmental, and social indicators related to material topics identified through comprehensive stakeholder consultations following the International Sustainability Standards e.g. Global Reporting Initiative (GRI) and Carbon Disclosure Project (CDP). The organization follows a biennial cycle for sustainability data assurance. An independent third-party assurance is obtained in accordance with the international ISAE 3000 and AA1000AS standards, and assurance certificates are available to stakeholders upon request. In the coming years, the Company plans to publish an Integrated Report. More details on sustainability can be found at https://www.jains.com/Company/sustainable_at_jains. htm

Climate Change Mitigation at a glance

The Company is committed to protect the environment from the impact of climate change. We are among the few organizations in the country that have incorporated

GHG accounting and mitigation actions into their management systems, certified by a third party. We account for and report our complete Scope 1 and Scope 2 GHG emissions, mitigation efforts through renewable energy, and removals through afforestation. In FY24, we expanded our GHG inventory to include seven categories of Scope 3 GHG emissions, marking the highest-ever Scope 3 reporting by our organization. This year, we will continue to report to the Carbon Disclosure Project (CDP) to assess our performance in climate action, even though we are not part of their sample.

We have implemented and registered renewable energy and energy efficiency projects to generate green energy and mitigate climate change. Some of these projects are also registered under the Clean Development Mechanism (CDM) of the United Nations Framework Convention on Climate Change (UNFCCC). All our registered CDM projects have the potential to generate over 25,000 carbon credits per annum. Additionally, our solar and biogas-based power generation projects are registered under the Renewable Energy Certificate (REC) Scheme. Furthermore, the Company has conducted stakeholder consultations for two new carbon credit projects. The first project focuses on nature-based solutions, aiming to improve soil organic carbon through regenerative agriculture, micro-irrigation and fertigation techniques. The second project involves converting waste into biochar. The Company plans to implement these two projects in FY 24-25.

Corporate Social Responsibility

The Company has a comprehensive Corporate Social Responsibility (CSR) policy, which includes identified programs and projects. The CSR policy is reviewed annually under the guidance of the CSR Committee. The CSR Committee has approved the execution of CSR activities both directly and through two trusts: the Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon, and the Section-8 Company Gandhi Research Foundation (GRF), Jalgaon. In addition, the Company will also continue to do CSR projects on its own. The CSR policy of Jain Irrigation Systems Ltd. can be accessed through an online link: https:// www.primeinfobase.in/Pages/JISLJALEQS_POLICY. aspx?value=3cYDU7170mvM600MSHCcMw==. The CSR Report is attached as Annexure III to this report.

Please refer to the corporate social responsibility report and business responsibility and sustainability report for more details.

3) Key Managerial Personnel, Directors retiring and their background

a) Key Managerial Personnel

The following are KMP's of the Company for FY 24

b) Retirement by Rotation and Reappointment Retirement by Rotation

Mr. Anil B. Jain (DIN: 00053035)

In accordance with the provisions of the Companies Act, 2013, Mr. Anil B Jain, retire by rotation at the 37th annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration ("NRC”) Committee, has recommended his re-appointment.

Mr. Anil B. Jain retires by rotation as per the Companies Act, 2013, and being eligible offers himself for reappointment, at the 37th Annual General Meeting. For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.

Re-appointment of Independent Directors

i)    Mr. Johannes Bastiaan Boudewijn Mohrmann (DIN: 08574511)

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, Mr. Johannes Bastiaan Boudewijn Mohrmann, Independent Director has completed his first five years term as an Independent Director.

Being eligible, the Board on 23rd July, 2024 based on the recommendation of the Nomination and Remuneration Committee proposed his reappointment as an Independent Director of the Company, not liable to retire by rotation, for a second term effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.

ii)    Ms. Nancy Marie Barry (DIN: 08848632)

Ms. Nancy Marie Barry, Independent Director has attained the age of 75 years on 2nd August 2024. Pursuant to Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall continue the directorship of any person as a Non- Executive

Director who has attained the age of seventy five years unless a Special Resolution by Shareholders is passed to that effect. Hence, the Board on 23rd July, 2024 based on the recommendation of the Nomination and Remuneration Committee proposed her re-appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.

c)    New Appointment

i)    Mr. Shishir Dalal (DIN: 00007008)

The Board on 18th May, 2024 based on the recommendation of the Nomination and Remuneration Committee, approved    the

appointment of Mr. Shishir Dalal as an Additional (Independent) Director of the Company, liable to retire at the 37th AGM, but to be appointed as an Independent Director for the term of five years effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.

ii)    Mr. Ashok Dalwai (DIN: 01945533)

The Board on 23rd July, 2024 based on the recommendation of the Nomination and Remuneration Committee, approved    the

appointment of Mr. Ashok Dalwai as an Additional (Independent) Director of the Company, liable to retire at the 37th AGM, but to be appointed as an Independent Director for the term of five years effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.

d)    Completion of Tenure

Mr. Devendra Raj Mehta (DIN: 01067895)

In accordance with the provisions of the Companies Act, 2013, Mr. Devendra Raj Mehta, Independent Director, has completed his 2nd five years term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. March 31,2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. D R Mehta for his extensive contribution and stewardship during his tenure as an Independent Director.

e)    Disclosures on Independence etc.

The Company has received declarations from all the Independent Directors (New and Old) of the Company confirming that:

a)    they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b)    they have registered their names in the Independent Directors' Databank of IICA.

The Company has devised, inter alia, the following policies viz.:

[a]    Policy stating Terms and Conditions for Appointment of Independent Directors.

[b]    Appointment & Remuneration Policy for Directors,

4)    Risk Management

The Company has a structured Risk Management Committee which comprises of: Mr. Bastian Mohrmann as Chairman, Ms. Radhika Dudhat, Mr. Ghanshyam Dass, Mr. Ajit Jain and Mr. Atul Jain as members. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a)    overseeing and approving the Company's enterprise wide risk management framework; and

b)    ensuring that all material Strategic and Commercial including Cyber security, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and adequate risk mitigations are in place, to address these risks. Further details on the Risk Management activities including the implementation of risk management policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of the Annual Report.

c)    Framework, designed to identify, assess and mitigate risks appropriately.

For more details please refer to Management Discussion and Analysis (MD&A) & Business Responsibility and Sustainability Report (BRSR).

5)    Internal Financial Controls (“IFC”)

The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls ('IFC') lies in the Code of Conduct of the Company, policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews, management system certifications and the risk management and mitigation framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws and regulations, safeguarding the assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies formulated by Board or its sub committees. The controls, based on the prevailing business conditions and processes have been tested

during the year and no reportable material weakness in the design or effectiveness was observed. The framework on IFC over Financial Reporting has been reviewed by the internal team and the statutory auditors. The Company uses various IT platforms to keep the IFC framework robust. The systems, standard operating procedures and controls are implemented by the management team and are reviewed by the internal audit team whose findings and recommendations are placed before the Audit Committee.

a)    Policies and processes adopted for orderly & efficient conduct of business

The Company has formalized and revised various policies at Board level to ensure ethical, orderly, timely, flexible and efficient conduct and control of business in all its divisions, namely High tech agri inputs and plastic division, besides processing of foods and vegetables through its subsidiary JFFFL in all products and others.

b)    Safeguarding of assets

The Company has evolved efficient, effective mechanism for the safeguarding of its assets whether tangible or intangible, assets and property with self-control or third parties, funds or securities and negotiable instruments, employee associates. Besides providing for safety, housekeeping and security of the assets, the assets are adequately insured against perils/happenings etc.

c)    Prevention and detection of fraud and errors

The Company has an internal audit department and an external Internal Audit team which cover each manufacturing location of the Company and conducts comprehensive audit of every single financial transaction, as well as reconciliation to accomplish control and to ensure prevention of fraud, which reviews depots/ other processes like purchase, statutory compliance, collection, foreign exchange, taxation, costing, compliance, accounting etc. The Company's management information and accounting system also integrates internal control mechanism.

d)    Accuracy and completeness of accounting records

The Company has in place fully integrated ERP system, based on SAP software, and its subsidiary's records also get integrated while consolidating the same as per requirements of Law and regulations for the time being in force. Company is operating SAP ERP system on a third party hired cloud server, being cloud server services, the BCP is taken care of by the service provider. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conductive platform for effective control and decision making. The accounting system has the provision for Audit trail and check mechanism for use by various auditors.

e)    Timely preparation of reliable financial information

The Company has a robust and efficient mechanism for timely preparation of reliable financial information, within given timelines and has a track record of submitting information without any delay to relevant authorities.

f)    Monitoring and Reporting

The Company has put in place a mechanism to monitor and report exceptions on compliance requirements on enterprise wide level. Company has already implemented IT platform to capture nonconformity and reporting to Chief Compliance Officer & Company Secretary, who is mainly responsible for the monitoring control and reporting function. In case of non-compliance despite warnings thrown up in the system, a gradual system of remedial action, warning, punishment is laid down depending on gravity and level of non-compliance and deterrent is in place for non- compliance.

For details please refer Management Discussion and Analysis (MDA)

6) Board Evaluation Process

In terms of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has constituted Nomination & Remuneration Committee (NRC) with three Independent Directors and one Non-Independent Director, and an Independent Director being Chairperson of the Committee.

Board has evolved Company's policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in Appointment & Remuneration Policy at https:// www.primeinfobase.in/Pages/JISLJALEQS_POLICY. aspx?value=3cYDU7170mvM600MSHCcMw==

a) Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and sub Regulation (3) and (4) of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate meeting of Independent Directors was held on 17th March, 2024 to review the performance of Chairman and Executive Directors via Audio visual means based on certain desired attributes: Director's Vision, Business & Industry Knowledge & Expertise, Director's Business Commitment & Organizational Leadership, Director's Engagement at the Board deliberations, Integrity & Honesty, etc.

The Nomination and Remuneration Committee has evolved the policy for performance evaluation of Chairman, Executive Directors, Committee and the Board as whole and updated the formats as per requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The evaluation of the Board as a whole was conducted in the Board Meeting held on 18.05.2024 and

subsequently completed as per the provisions of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

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 are 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, complete and 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 is kept fully informed on all material matters between meetings (including appropriate external information e.g. emerging risks and material regulatory changes).

The adequacy of Board contingency plans for addressing and dealing with crisis situations. The Board has sufficient understanding of the risk attached with the business structure and the Board uses appropriate risk management framework and whether board reviewed and understood the risks provided in the internal audit report and whether management has taken sufficient steps to mitigate the risk.

The processes are in place for ensuring that the board is kept fully informed on all material matters between meetings (including appropriate external information e.g. emerging risks and material regulatory changes).

f)    Board and Management Relations

•    The Board has a range of appropriate performance indicators that are used to monitor the performance of management. (?? Whether these are documented? If not, this could be removed)

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 board in place.

g)    Relations with Stakeholders

•    The Board regularly checks organization's vigil mechanism or whistle blower policy & 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 meeting 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 knowledge in 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 meeting 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 ensure participation of all members in the Board deliberations.

Whether Chairman guides the Board /Management on key issues to be brought up to the Board for deliberations.

• Whether the Chairman enhances the Company's image in dealing with major stakeholders.

7)    Familiarisation programme for New Independent Directors (ID’s)

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including Finance, Sales, Marketing of the Company's major business segments, practices relating to Human Resources, overview of business operations of major subsidiaries, global business environment, business strategy and risks involved, quarterly updates on relevant statutory, regulatory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Visit at headquarters is generally organized for the Independent Directors on first appointment as Independent Director to enable them to understand and get acquainted with the operations of the Company. Details of such familiarisation programmes for the Independent Directors are available on the website of the Company.

8)    Vigil Mechanism

The Company has adopted a Whistle Blower Policy & Vigil Mechanism to provide a mechanism to all employees,

suppliers and vendors to report their concern about suspected fraud or violation of Company's ethics policy, code of conduct. The policy provides direct access for all to Chairman of Audit Committee and it is affirmed that no person of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website and web-link there to is https://www.primeinfobase.in/Pages/JISLJALEQS_ POLICY.aspx?value=3cYDU7170mvM600MSHCcMw==

9)    Fraud Reporting

Directors have confirmed that there is no detection of fraud. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit and Risk Management Committee during the year under review.

10)    Fixed Deposits

The Company has not accepted, nor renewed any deposits from public, under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the same. The Company had no unclaimed / overdue deposits as on 31st March, 2024.

11)    Auditors

a)    Statutory Auditors

Singhi & Co., Kolkata Chartered Accountants were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the annual general meeting held on 30th December, 2020. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

b)    Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

Pursuant to the provision of the Section 148 of the Companies Act, 2013, the Board has appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai as the Cost Auditors for FY 2024. The Shareholders may approve the remuneration to be paid to them for FY 2024-25.

c)    Secretarial Auditor

The Board had appointed M/s V. Laxman and Co. firm of Company Secretary in practice to conduct Secretarial Audit for the financial year 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure IX to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

d) PCS Certificate on Corporate Governance Report

Amrita Nautiyal & Associates, Mumbai certified Corporate Governance report under SEBI (LODR) Regulations, 2015. The PCS Certificate is annexed herewith with Annexure IV (Corporate Governance Report).

12) Meetings of the Board & it's Committees

a)    Board Meeting

Six Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report. For more details please refer to CG Report Annexure IV.

b)    Audit Committee

The Audit Committee comprises of: Shri Ghanshyam Dass (Chairman), Shri. Narendra Jadhav, Shri Bastiaan Mohrmann, Ms. Nancy Barry and Shri Anil Jain. During the year, all the recommendations made by the Audit Committee were accepted by the Board. For details on scope etc. please refer to CG Report at Annexure IV.

c)    Corporate Social Responsibility Committee

The Corporate Social Responsibility comprises of: Shri D.R. Mehta (Chairman), Shri Ashok B. Jain and Shri Atul B. Jain. A report on CSR initiatives by the Company and mandated expenses in annexed at Annexure III.

d)    Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of: Ms. Radhika Dudhat (Chairman), Shri H P Singh, Ms.Nancy Barry has reviewed the managerial remuneration for the year FY24. For details refer Corporate Governance Report annexed Annexure IV.

e)    Stakeholders’ Relationship Committee

The Stakeholders' Relationship Committee comprises of: Shri Narendra Jadhav (Chairman), Shri H P Singh and Shri Ajit B. Jain has appreciated management for its low blemish/complaints record during the year. For details see Corporate Governance Report annexed Annexure IV.

f)    Risk Management Committee

The Risk Management Committee comprises of: Mr. Bastiaan Mohrmann (Chairman), Ms. Radhika Dudhat, Shri. Ajit B. Jain, Shri. Atul B Jain and Shri Ghanshyam Dass. The committee met on 09.02.2024 and reviewed the risk framework and mitigation measures. For details see Corporate Governance Report annexed Annexure IV.

g)    Operations & Review Committee

The Operations & Review Committee comprises of: Shri. Anil B. Jain, Shri. Ajit B. Jain, Shri. Atul B. Jain has reviewed the operations for FY 2024. For details see Corporate Governance Report annexed Annexure IV.

h)    Sub Committee (Allotment)

The Sub Committee (Allotment) comprises of: Shri. Anil B. Jain, Shri. Ghansham das, Ms. Radhika Dudhat have reviewed the allotment made during the FY 2024. For details see Corporate Governance Report annexed Annexure IV.

13) a) Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only five of the persons in employment of the Company have drawn remuneration in excess of '8,50,000/- per month, during the year under review or part thereof as per details in the Annexure I to this report.

b) Particulars of Top 10 Employees and related disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees (other than Key Managerial Personnel's) in terms of net remuneration drawn and names and other areas handled by employees are given below:

14) Promoters Group for the purposes of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011

In pursuance to clause 10 (1) (a) (ii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and definition of group, the representative of Promoters' Group of the Company has filed the following list of the individual Promoters and Corporate entities of Promoters Group:

a) Individuals

b) Corporate

c) Trust Entities

E] Policies and Other Relevant Disclosures

a) Policies

Following are links to website for various policies available and adopted at appropriate forum of Company:

b) Others

F] 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

1)    The Solar division started using eco-friendly craft paper instead of polystyrene foam for packaging of few products.

2)    Safety guarding improved in production.

3)    Ventilation arrangement improved at the workplace.

4)    In the HDPE pipe plant an automatic mixing operation started to eliminate manual mixing.

5)    In casing pipe plant roots blower exhaust pipeline temperature measurement and indicator installed to avoid temperature shoot-up and resulting potential fire hazard.

6)    In the QRC pipe plant a modified day-bin was installed for raw materials mixing. Loading and unloading system on machines modified to reduce pipe bundle handling work. This has resulted in safer operations.

7)    Safety guarding improved at material conveying systems.

8)    Few operations were automated to improve ergonomics and improve workplace safety.

9)    In the filter department Insulation mechanisms have been improved to minimize the heat at the workplace.

10) In PVC sheet plant pallet size redesigned to optimize wood use.

11) Retrofitted Injection moulding machines with new PLC controllers. During retrofitting incorporated safety logic in the new program to enhance operator safety.

12) Automatic hopper loader system installed on the machines to improve ergonomic safety.

13) Conventional tube lights in plants are replaced with energy saving LED Lamps. This also resulted in improved level illumination.

2)    Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

Agri Park & Tissue Culture

Energy and Water Conservation

Installed a Heat Pump Technology in the autoclave room, this absorbs hot air from the atmosphere which is generated during the process of steam sterilization in the autoclave room and helps to reduce the temperature of the autoclave room as well as reduce electricity consumption by 300% required to heat up the water.

Technology Absorption

Substrate Plug Technology has been explored for primary hardening of in vitro raised plantlets. This

will help to protect the delicate root system of in vitro raised plants. The Substrate Plugs will also allow the primary hardened plants to be handled by robotic machines.

Research and Development

In vitro Shoot Tip Grafting Technology has been explored in Citrus. A Memorandum of Agreement for transfer of technology has been signed with Central Citrus Research Institute, Nagpur. The technology will offer an advantage to irradiate viruses from the plants. This technology will assure virus free plant production through tissue culture.

Correlation of aphid population with season and Cucumber Mosaic Virus disease in Banana was studied and accordingly cropping season modification has been suggested.

Energy Park

Energy Conservation

A)    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.

B)    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.

Technology Absorption/up gradation

A)    Solar Photovoltaic Appliances

Implemented soldering of multiple spots at a time by using flat iron bits.

B)    Solar motor & pumps:

Started Production of 2 hp Solar Surface (Sunlight) pump.

Research and Development

A)    Solar Photovoltaic Module

1.    Design, installation & commissioning of Vertical Solar Agro voltaic Power Generation System of 21 kwp capacity.

2.    Different types of Vegetables like Spinach, Cabbage, Fenugreek, Coriander grown under the structure of 8.5 MWP Solar Power Plant to study the effect on power generation & crop growth.

B)    Solar motor & pumps:

1)    Design and development of 6' Submersible PMSM/BLDC (Permanent Magnet Synchronous motor) for solar pumping applications. Motor capacities - 10hp, 15 hp & 25hp

2)    Advancement of 0.5hp Sunlight solar pump -Cost reduction - development of Plastic Insert.

3)    Development of Helical Stator & Rotor pumps parts development for 0.5hp solar Sunlight pump.

4) Prototype Development of 0.5 hp Surface DC Pump without Electronics.

C)    Solar Water Heating Systems

1)    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.

2)    Installed 10 No. 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 Moulding machines etc.

D)    Solar Photovoltaic Appliances

1)    Development of Android based Irrigation controller.

2)    Development of Smart clean filter controller.

3)    Development of 6 Valve RTU controllers.

4)    Development of serial interface board for Sunlight pump controller (SLP2).

5)    Development of 60W Horticulture tube lights for Potato farming.

E)    Solar Engineering Services & Development:

1)    Expandable Solar trolley for Agricultural Farms (530Wp x 16 modules)

2)    5HP solar tracker design up gradation (530Wp x 9 modules)

Plastic Park

Technology Absorption/up gradation

PVC foam sheets are widely used to replace the precious natural resource i.e., wood due to its characteristics such as less water absorption, good nail and screw hold strength, free from attack by white ants, resistant to termite, insects attack, no delamination of painted surface which are very prevalent with wood.

EXCEL PVC sheets in thicknesses 10 mm to 32mm are regularly used for replacement of wood in widths 1016, 1170 or 1220 mm. Sheets are also cut into strips and also brushed to get the wooden surface finish which is then painted and used for building & construction application, as the sheets has foamed cell structure, these cells gets opened up after the trimming operation while making strips of smaller widths - 64,89,115,140 mm etc., Automatic cutting machine was installed to cut the full width sheets of 1220 mm into smaller widths i.e., 64, 89, 115, 140, 184, 235 & 286 mm and the cut sheets are then conveyed into the edge foaming operation.

In the edge foaming operation, the sheet edges are blown with hot air where temperature is about 1150⁰ F for the fraction of second and both edges get softened. Immediately the trim / cut sheets are then allowed to pass through polishing rolls whose temperature is kept about 40⁰ F Immediately after coming out of the polishing rolls the trim is allowed to pass through the calibrator which presses the edges. Edges of the trims after softening followed by pressed

with polishing rolls and calibrator gets smoothened.

Edge smoothened sheets are then packed online with

the help of an automatic packing machine.

Research and Development

A)    TUF RISER

Continuous efforts are put to develop affordable and long lasting solutions for farmers and one such case has been the development of TUF riser. TUF riser has replaced the GI pipe which was vulnerable for possible theft in the field, corrosion, high cost etc., Design of the TUF riser is kept in such a way that its height can be changed in the field during the usage depending on the height of the crop. Made from the engineering plastics together with the construction makes it robust, strong and rigid to take care of varying wind speed in the open field. Due to its chemical resistance features of the engineering polymer used it has no effect from the environment factors prevailing in the field as well as from the chemicals or fertilisers used in the field due to which it has longer life compared to metal riser pipe. The inner surface of the TUF riser is smooth and the smoothness is well maintained over a period of time compared to the metal risers and the hence overall performance of the TUF riser is better compared to that of the metal risers. Weight of the TUF riser is less and hence it is easier to carry, requires less space for space, easy to transport, install in the field. TUF riser is designed to be suitable for both metal and plastic nozzles.

B)    JAIN RAINPORT STAND - (PATENT PENDING)

Offering sustainable solutions to the farming community has been the primary objective of JISL and in this context, Jain Rainport Stand has been developed during the financial year. This consists of a rain port stand, Riser pipe and Female take off connector and female threaded adapter. With these components, Sprinkler 5022 - mini sprinkler is connected to irrigate the crop by sprinkling the water. Rainport stand has two legs and they hold the entire assembly. It has male connector to fit the female connector and the male connector also provides additional support to the riser pipe whose impact strength is very high to sustain the demanding field conditions. Riser pipe is to support the sprinkler 5022 and also conveys water to the sprinkler. The female take off connector is for installing on the PE lateral tube. As the entire system is made from plastic, the issue of corrosion is completely eliminated and the low frictional loss in riser pipe helps to improve the performance of sprinkler and the height can be adjusted by adding another riser pipe for higher crops. Patent has been filed and is pending for issue.

C)    EXCEL ECO SHEET

PVC sheet is known for its versatility to replace the precious natural resource namely wood and finds numerous applications from panelling, signage, point of sale, display. To make the product economy sustainable and affordable,

new recipe has been developed to make EXCEL ECO sheet under the product group - free foam sheet. Product has smooth matt surface finish which ideal for printing, self-extinguishing, light in weight, 100% recyclable, low moisture and water absorption characteristics, resistant to corrosion unlike metals, white ant and fungi attack proof. Its uniform fine cell structure enables all operations which are performed on wood such as cutting, sawing, drilling, nailing and riveting, milling etc.

D) JAIN PE INSULAYER PIPE

While designing a water supply scheme in areas having sub-zero temperatures during winters, requirement to eliminate / minimize the heat losses during water flow, in circulation, the supply and return pipes becomes very crucial and important. The way you ensure that as little heat as possible escapes from pipes and the effectiveness of the method selected decides the effectiveness and longevity of uninterrupted system functioning. While doing so the installation and operational parameters become very important along with the overall cost of the system.

Jain PE Insulayer Piping System used for installation of water piping network in areas reaching sub-zero temperature. The insulation of the Piping network is a very crucial subject to eliminate / minimize heat losses. Jain Insulayer Pipe is a three layer pipe made up of inner and out PE material and in between core is filled with polyurethane material.

The inner PE pipe is of standard diameter and required pressure class to meet the flow and head requirement. Middle polyurethane layer works as an insulator and limits the rate of heat transfer between the surrounding environment and the flowing fluid through the inner pipe. Outer PE layer works as a protective layer to insulation.

3) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings & outgo are as per

details hereunder:

(Amount ' Mn)

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 2024 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.

G] Mandated Annexures

1) 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)

As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate Management Discussion & Analysis is given elsewhere in the Annual Report at Annexure V.

3)    Particulars of Loans, Guarantees or Investments of the Company

The details of Loans given, Guarantees provided or Investments made by the Company during FY 2024 are given at Annexure VI.

4)    Consolidated Financial Statements

Consolidated Financial Statements are prepared in accordance with IND-AS and form part of the Annual Report. Pursuant to Section 129 (3) of the Act, a statement in Form AOC-1 annexed at Annexure II containing the salient features of the financial statements of the subsidiary companies are attached to the Financial Statements Annexure II. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

5)    Significant, Material orders passed by the Regulators/ Court/ Tribunals

There are no material orders or judgments passed by the Regulators/ Court/ Tribunals which would impact the 'going concern' status of the Company or its future prospects, subject to contingent Liabilities as mentioned in the notes forming part of the Financial Statements.

6)    Secretarial Standards

The Company has followed during year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

7)    Extract of Annual Return of FY 2022-2023

As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in form MGT - 7 is available on https://www.primeinfobase.in/z_ JISLJALEQS/files/JISL-Form_MGT-7-2022-2023.pdf

8)    Directors Remuneration

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given in Annexure VII to this Report.

9)    Contracts or arrangements with related parties

The Contracts and arrangements entered into during the year with Related Parties were on arm's length basis, in compliance with the applicable provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, although except Subsidiaries where Transfer Pricing

arrangements are in place complying with regulations in country of operation, no fresh RPT or material RPT has been entered into by Company. The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details refer Annexure VIII.

There are no "materially significant” Related Party Transactions entered into by the Company with Promoters, Directors, KMP's which may have potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, which Comprises of Shri Ghanshyam Dass (Chairman), Shri.Narendra Jadhav, Shri Bastiaan Mohrmann, Ms.Nancy Barry and Shri Anil Jain of the Company for its approval. The Audit Committee also reviews on quarterly basis all Related Party Transactions during the quarter whether or not previously approved. The Company has adopted Policy on Materiality and dealing with Related Party Transactions. The policy approved by the Board is available on Company's website and web-link thereto is https://www.primeinfobase.in/z_JISLJALEQS/ files/Policy_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 & Sustainability Report (BRSR) describing the initiatives undertaken by the Company from an environmental, social and governance perspective, in the prescribed format and as per new National Voluntary Guidelines (NVG) is annexed as Annexure X and also hosted on the Company's website www.jains.com

H) 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 : 23rd July 2024 Place : Jalgaon