Directors Report of Jayant Agro Organics Ltd.

Mar 31, 2025

Your Directors are pleased to present the Thirty-Third (33^rd) Annual Report tor the financial year ended March 31, 2025 along with the Audited Financial Statements and the Auditors Report thereon.

1. Financial Results:

Key highlights oF standalone and consolidated financial performance For the year ended March 31,2025, are summarized as under:

(? in Lakhs)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations and other income	1,21,096.20	1,00,640.38	2,52,982.62	2,15,138.13
Profit/(loss) before Depreciation & Amortisation Expenses, Finance Costs and Share of Net Profits/(Loss) of Investments and Tax	10,002.23	7,263.92	11,046.03	9,841.92
Less: Depreciation, and Amortisation Expenses	1,412.92	1,092.43	1,941.44	1,588.74
Profit/(loss) before Finance cost and Share oF Net Profits/(Loss) oF Investments and Tax	8,589.31	6,171.49	9,104.59	8,253.18
Less: Finance Cost	619.10	376.12	1,892.01	947.69
Profit/(loss) before Share of Net Profit/(Loss) of Investments and Tax	7,970.21	5,795.37	7,212.58	7,305.49
Add: Share in Profit and Loss of Joint Venture	-	-	46.89	52.50
Profit/(loss) before Tax	7,970.21	5,795.37	7,259.48	7,357.99
Less: Provision for Tax	2,016.68	1,580.79	1,877.64	1,949.86
Profit/(loss) for the year	5,953.53	4,214.58	5,381.84	5,408.13
Add/(Less) Other Comprehensive Income (OCI)	131.84	(115.28)	252.45	(210.28)
Total Comprehensive Income/(loss) For the year	6,085.37	4,099.30	5,634.29	5,197.85
Less: Total Comprehensive Income for the year attributable to NonControlling Interest	-	-	(79.51)	250.07
Total Comprehensive Income for the year attributable Owners of the Company	-	-	5,713.80	4,947.78
Add: Profit brought Forward From the previous year including OCI	42,303.06	39,685.96	49,620.93	46,155.35
Profit available for appropriation, which is appropriated as follows:	48,388.43	43,785.26	55,334.73	51,103.13
Appropriations:
Dividend	2,228.30	1,482.20	2,228.30	1,482.20
Closing Balance including OCI	46,160.12	42,303.06	53,106.43	49,620.93
Earnings per share(EPS) (Face Value of shares T5/-)	19.85	14.05	18.30	17.11

2. Overview of Financial Performance:

The Annual Report also includes the Consolidated Financial Statements of the Company, which include the results of the Company''s subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private

Limited, Ihsedu Coreagri Services Private Limited, Jacaco Private Limited and Jayant Speciality Products Private Limited and its Associate Company, Vithal Castor Polyols Private Limited.

The Standalone Financial Results for the year show a Total Income of ?1,21,096.20 lakhs compared to ?1,00,640.38 Lakhs and Net Profit after tax of T5,953.53 lakhs as compared to ?4,214.58 lakhs in the previous year.

The Consolidated Financial Results for the year show a Total Income of T2,52,982.62 lakhs compared to ^2,15,138.13 lakhs and Net Profit after tax of T5,381.84 lakhs as compared to ?5,408.13 lakhs in the previous year.

3. Dividend & Reserves:

The Board of Directors are pleased to recommend dividend @ 50% i.e. T2.50 per share on equity share of T5/- each on the paid-up equity share capital of the Company, for consideration and approval of the shareholders at the ensuing annual general meeting. If approved by the Shareholders, the equity dividend outgo for the Financial Year 2024-25 would be T7.50 Crores. The Record Date for

the purpose of payment of the dividend for the Financial Year 2024-25 is Friday, June 27, 2025.

Your directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2025.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations/ SEBI LODR], the Board of Directors of the Company has Formulated a Dividend Distribution Policy (''the Policy''). The weblink of the Policy is available at the Annexure A.

4. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

5. Credit Rating:

The Company had received Credit Rating From ICRA For its Long Term Debt and Short Term Debt as ICRA A- (Stable)

and ICRA A2

6. State of Company''s Affair:

In order to avoid duplication and for the sake of better understanding, the State of Company''s Affairs is explained in detail in the section, Management Discussions and Analysis which has been included in this section of the Directors Report.

7. Listing of Shares:

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange oF India Limited (NSE). Further, the applicable listing Fees For the

financial year 2024-25 has been paid to the respective Stock Exchange(s).

8. Scheme of Amalgamation:

During the year under review, the Hon''ble National Company Law T ribunal, Mumbai Bench (NCLT) vide its order

dated August 29, 2024, has sanctioned the Scheme of Merger by Absorption oF Jayant Finvest Limited ("T ransFeror Company") with Jayant Agro-Organics Limited ("Transferee Company") and their respective shareholders and creditor (Scheme). The order oF the Hon''ble NCLT was filed by both the companies with the Registrar of Companies, Mumbai, on September 27, 2024.(EFFective Date) The appointed date of the Scheme was April 1, 2021.

Pursuant to the Scheme, existing 1,81,64,000 (One Crore Eighty-One Lakh Sixty-Four Thousand) equity shares oF

?5/- each held by the Transferor Company in the Share Capital of the Transferee Company has got cancelled and correspondingly 1,81,64,000 (One Crore Eighty-One Lakh Sixty-Four Thousand) Fully paid-up equity shares of ?5/- each (Rupees Five Only) were allotted to the equity shareholders of the Transferor Company as on the record date i.e. November 29, 2024 on December 02, 2024. Effectively, there is no change in the total issued and paid -up share capital of the Company pursuant to the said Scheme, as equal number of shares were cancelled, as well as issued and allotted by the Company and no effect to the public shareholders at large.

Revision of Authorised Share Capital pursuant to the Scheme of Amalgamation

Further, pursuant to the aforesaid Scheme, the authorised share capital of Jayant Finvest Limited (Transferor Company) stands merged with the Company with effect from the Effective Date. Accordingly, the revised authorised share capital of the Company is ^45,70,00,000 (Rupees Forty-Five Crore Seventy Lakh only), divided into 8,14,00,000 Equity Shares oF ?5/- (Rupees Five only) each and 1,00,00,000 Redeemable Preference Shares oF ?5/-(Rupees Five only) each.

During the year, there is no change in the issued and paid-up share capital of the Company.

9. Management''s Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance

The exports of castor oil which were at ?6.46 Lakhs Metric Tons in 2023-24, stood at ?6.86 Lakhs Metric Tons in 2024-25. The crop estimate for the castor seeds crop for current year is about 15.82 Lakh M. Tons. 2025.

Political situation globally has been casting shadow over economic recovery worldwide, particularly across Europe and the United States. The prolonged conflicts between Russia and Ukraine, along with the intensifying Israel-Palestinian tensions, have triggered geopolitical upheaval, shaking confidence and global market equilibrium. These crises are not only having their effects on trade corridors but have also led to uncertainties in demand forecasting. Compounding

this fragile environment, the Red Sea attacks served as a flashpoint—crippling vital shipping routes and forcing vessels to detour around the Cape oF Good Hope. This led to longer transit times and inflated logistics costs, catching downstream industries unprepared. With geopolitical tensions persisting and economic signals remaining volatile, the outlook For consistent growth and demand stability continues to be clouded by uncertainty. Your company is monitoring the situation carefully and has adopted cautious business strategies.

The Financial highlights of the Company are as under
	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
	Ratio	Ratio	Ratio	Ratio
(i) Debtors Turnover	9.02	8.12	11.30	12.02
(ii) Inventory Turnover	11.56	10.53	9.86	7.88
(iii) Interest Coverage Ratio	13.87	16.41	4.84	8.76
(iv) Current Ratio	3.69	4.04	2.40	2.12
(v) Debt Equity Ratio	0.11	0.08	0.18	0.29
(vi) Operating Profit Margin (%)	8.28	7.23	4.37	4.58
(vii) Net Profit Margin (%)	5.00	4.28	2.16	2.55
(viii) Net Worth (In ? Crores)	485.01	446.44	576.87	542.01

(b) Opportunities & Threats

Technological Shifts & Product Relevance

Innovation in materials science and sustainable chemistry continues to reshape end-use industries. The emergence of alternative products and applications, driven by rapid technological progress, poses both a risk of obsolescence and an opportunity for product evolution. The Company monitors global R&D trends closely to ensure its portfolio remains competitive and aligned with changing customer requirements.

Price Sensitivity & Competitive Dynamics

The Company''s product line, predominantly derived

from castor oil, competes directly with substitutes made from crude oil and other vegetable oils. As such, relative price movements in global commodity markets

have a significant impact on competitive positioning. The Company actively engages in pricing strategies and hedging mechanisms to maintain margin resilience.

Outlook & Strategic Priorities

While uncertainties persist in the global operating environment, the Company remains Focused on:

• Enhancing supply chain agility to better withstand global trade disruptions.

• Deepening engagement both at the level of farmers and with customers to co-develop forward-looking, sustainable products and applications.

• Investing in R&D and digital tools to anticipate technology-driven market shifts.

• Monitoring and responding swiftly to regulatory and

geopolitical developments that could affect export performance.

The leadership remains committed to ensuring longterm value creation through disciplined growth,

operational flexibility, and a sustained focus on innovation.

Sustainability, Innovation & Raw Material Risk Management

As environmental sustainability gains global urgency, there is a notable acceleration in the search for green, renewable alternatives across industries. Castor oil, being a natural, organic, biodegradable, and renewable resource, is increasingly positioned as a key material in the transition to a greener economy. The Company recognizes this shift and continues to leverage the eco-friendly profile oF castor oil to cater to evolving consumer and industrial preferences.

With advancements in irrigation systems, superior seed inputs, and adoption of scientific farming practices, there exists significant potential to enhance agronomic productivity and improvement in castor seed yield per hectare. This agricultural upside, coupled with the versatile chemical structure oF castor oil, supports a broad range of end-use applications spanning agriculture, lubricants, coatings, inks, pharmaceuticals, food processing, engineering plastics, cosmetics, perfumery, electricals, and rubber industries. In response, the Company is proactively investing in Research & Development, exploring new technologies, innovative applications, and capacity expansion to capitalize on emerging opportunities. At the same time, the Company operates in a landscape where castor seed prices exhibit substantial volatility. As a shallow-traded commodity listed on the National Commodity and Derivatives Exchange (NCDEX), castor seed markets are prone to speculation, which can cause significant price fluctuations. Although regulatory authorities such as SEBI continue to monitor and stabilize market behavior, price risk remains inherent due to limited crop size and sensitivity to weather patterns in key growing regions.

Given this context, the Company has adopted a dynamic risk management approach continuously reviewing its risk matrix to address volatility in raw material prices, demand shifts, and substitution threats. In addition, the Company is investing in hybrid seed development aimed at enhancing castor productivity and reducing agricultural dependency risks, thereby reinforcing its long-term commitment to both sustainability and supply stability.

(c) Segment

The Company is organized into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook

Under the current scenario, barring unforeseen circumstances, the near-term outlook remains stable. The company is making efforts to ensure continuity oF operations and cost controls and is confident of meeting all its obligations and maintaining its operation in the green. The long term outlook remains positive.

Emphasis on green eco-friendly products is likely to lead to increase in innovation oF new products and uses oF

castor oil by the chemical industry.

(e) Risks and Concerns

Geopolitical Disruptions and Demand Volatility

The ongoing crisis has disrupted global shipping lanes and continues to pose a significant challenge to the Company''s supply chain resilience. When compounded with broader macroeconomic uncertainties such as fluctuating interest rates and geopolitical tensions this has resulted in inconsistent demand patterns and has necessitated Frequent adjustments in production planning. These factors have directly contributed to volatility in quarterly performance.

Nevertheless, the diversified application of the

Company''s products across multiple geographies and industry sectors offers a strong buffer, reducing the long-term exposure to demand-side risks.

Raw Material Volatility

The Company''s primary input castor seed remains subject to sharp price fluctuations driven by a complex

mix of factors, including:

• Weather patterns in castor-growing regions.

• Climate anomalies such as El Nino and La Nina affecting monsoon cycles.

• Global inventory levels and demand dynamics.

• Relative pricing oF substitute oils, especially crude

oil derivatives.

Additionally, unrestricted speculation on commodity

exchanges like NCDEX can lead to excessive volatility. While regulatory oversight by SEBI provides some safeguards, speculative forces still pose a threat to industry stability. The Company actively monitors these

developments and is evaluating hedging and sourcing strategies to mitigate input cost risks.

Talent Management

With business operations scaling steadily, the demand for skilled and experienced professionals continues to outpace availability. The risk of talent attrition and the challenge of attracting new resources remain critical. The Company is addressing this concern by focusing on:

• Retention programs For its existing workforce.

• Training and upskilling initiatives to equip employees

with the latest technological and managerial competencies.

Export Dependence and Competitive Pressure

Given that over 80% of production is exported, the Company is inherently sensitive to global trade

dynamics, economic cycles, and competitive actions. Aggressive pricing and market entry strategies by

new competitors present a continued challenge. The Company has undertaken proactive marketing efforts and broadened its product portfolio to cushion against cyclical downturns and shifting customer preferences.

Legal Matters

The Company is involved in several legal proceedings

related to service tax, excise, customs, and other operational matters. All cases are being handled in close

consultation with legal advisors. The Board does not foresee any oF these disputes posing a material adverse impact on the Company''s profitability or operations at this stage.

Contingent Liabilities

As of March 31, 2025, the Company reports a contingent

liability of ?17.68 Crores. Details are available in Note No. 35 of the Notes to the Financial Statements. Based on current assessments and legal counsel, the Board is of the opinion that no provisioning is necessary at

this time.

10. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There has been no material changes occurred subseguent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance/Financial Position of each of subsidiaries/associates/joint venture companies as included in the consolidated financial statements

The Company (including its subsidiaries and associates) operates in three segments:

1. Consolidated Results:

The consolidated turnover of the Company has been ?2,52,815.15 lakhs against ?2,15,004.31 lakhs in the previous year. The EBDITA was ?11,092.93 lakhs current

year and ?9,894.42 lakhs for the previous year.

2. Derivatives:

The turnover of the derivatives has been ^1,19,329.12

lakhs against ?98,964.83 lakhs in the previous year. The EBDITA was ?9,708.19 lakhs as against ^7,152.52 lakhs in the previous year.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed

thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

We would also like to state that almost 100% of the steam requirement is met by using Company''s own product De-oiled Cake, making your company environment Friendly manufacturer of environmentally

friendly products

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL)

During the year under review, IAPL a material subsidiary of the Company achieved a turnover of ?2,09,020.21 lakhs as compared to ^1,76,856.14 lakhs in the previous year. The loss after tax stood at ?475.91 lakhs as against profit of ?1,070.37 lakhs in the previous year.

Ihsedu Coreagri Services Pvt Ltd (ICAS).

During the year under review, ICAS a subsidiary of the

Company had profit of ?0.11 lakhs as against profit of ?0.12 lakhs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM)

During the year under review, IIGCM achieved a total revenue of ?53.88 lakhs as compared to ?37.83 lakhs in the previous year. The profit after tax was ?22.40 lakhs against profit after tax of ?18.01 lakhs in the previous year.

JACACO Private Limited (JACACO)

During the year under review, JACACO Pvt Ltd achieved a total revenue of ?53.71 Lakhs as compared to ?1.10 lakh in the previous year. The total loss after tax was ?173.46 lakhs against the loss after tax of ?8.87 lakhs in the previous year.

Jayant Speciality Products Private Limited (JSPPL)

During the year under review, JSPPL incurred loss of ?0.15 lakhs as compared to loss of ?0.20 lakhs in previous year.

Associate Company

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo - Japanese Joint Venture Company, and your company owns 50% equity shares. VCPs products directly compete with petroleum-based polyols due

to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review, VCP achieved a turnover of ?4,430.43 lakhs as compared to ?5,382.83 lakhs in the previous year. The Profit after tax stood at ?94.29 lakhs as against profit of ?107.40 lakhs in the previous year.

The Policy on material subsidiary is provided at the Annexure A.

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") the Company has prepared consolidated financial statements of the Company and all its subsidiary and associate companies, which forms part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary companies in the format prescribed under Form AOC-1 is appended as Annexure I to this Report.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing

therein its standalone and the consolidated financial statements has been placed on the website of the Company at httD://www.iavantagro.com. Further, as per the fourth proviso of the said Section, the audited

accounts of the subsidiary companies are placed on the Company''s website and are available for inspection by any member and may write to the Company Secretary for the same.

As stipulated in the provisions of the Act and SEBI Listing

Regulations the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards.

12. Research and Development (R & D):

The Focus on development of castor oil based products

continues which have potential uses in applications like coatings, inks, polymers, speciality additives, adhesives & sealants, construction chemicals, insulation, furniture, personal care, food additives, fragrance, flavours & lubricants. The R & D is having qualified and experienced manpower, state of the art instruments and appropriate infrastructure. These facilitate the development work to be carried out efficiently. The R & D works closely with the marketing & sales departments to address customer requirements for developing new products or improving the quality of existing products or improving the processing for reducing the costs either through selection of efficient processing routes, reduction of wastages, improving the recoveries, reducing or eliminating the environmental discharges.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The

management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures

and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of principal or interest on deposit

was outstanding as on the Balance Sheet date.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2025 are given in the notes forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and in ordinary course of business. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arm''s length basis in accordance with the provisions of the Act read with the rules made thereunder and the SEBI Listing Regulations.

As per the SEBI Listing Regulations, if any related party transaction exceeds ?1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require approval of the Members. In this regard, the Members of the Company at its 32^nd Annual General Meeting held on August 10, 2024 had approved Material Related Party Transactions entered/to be entered between the Company and Ihsedu Agrochem Private Limited from the conclusion of the 32^nd Annual General Meeting till the conclusion of 33^rd Annual General Meeting. Further, during the year under review, the Company had

also obtained the approval of Members through postal ballot, results of which declared on December 26, 2025 for entering into Material Related Party Transactions between Ihsedu Agrochem Private Limited with Arkema Participations and its group companies for the period September 01, 2024 to August 31, 2025.

As per Regulation 23(2) of the SEBI Listing Regulations,

read with the clarification issued by SEBI vide Circular No. SEBI/HO/CFD/CMD1/QR/P/2022/47, the validity of omnibus

approvals for Material Related Party Transactions obtained through general meetings or postal ballots (other than at the Annual General Meeting) shall not exceed one year. Approvals obtained at an Annual General Meeting shall be valid up to the next AGM. Accordingly, the resolutions for extending the validity of the approval of members For material related party transactions and material related party transaction pertaining to subsidiary(s) from the conclusion of the 33^rd AGM till the conclusion of the 34^th AGM of the Company are proposed at 33^rd AGM.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is provided in the Annexure - II and forms part of this report.

A policy on Related Party Transactions is uploaded on the Company''s website and can be accessed through the weblink provided in Annexure A.

Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

Key Managerial Personnel

In accordance with the provisions of section 203 of the

Act, the following are the Key Managerial Persons (KMP) of the Company:

Name of KMP''s	Designation
Mr. Abhay V. Udeshi	Chairman & Whole Time Director
Mr. Hemant V. Udeshi	Managing Director
Dr. Subhash V. Udeshi	Joint Managing Director
Mr. Varun A. Udeshi	Whole - Time Director
Mr. Vikram V. Udeshi	Chief Financial Officer
Mr. Dinesh M. Kapadia	Company Secretary

The Board of Directors based on the recommendation of the Nomination & Remuneration Committee, changed the designation of Dr. Subhash V. Udeshi (00355658) from Whole-Time Director to Joint Managing Director of the Company with effect from July 24, 2024 for the remaining tenure of his appointment i.e. till March 31, 2027. The change in designation of the Dr. Subhash V. Udeshi was approved by the Members through postal ballot on September 3, 2024.

Retirement of Independent Directors

During the year under review, Mr. Mukesh C. Khagram

and Mr. Vijay Kumar Bhandari completed two (2) terms of five (5) years each as Independent Directors of the Company on July 25, 2024. Consequently, in accordance with the provisions of the Companies Act, 2013 and the terms of their appointments, they retired from the Directorship of the Company and from the Chairmanship/Membership of various committees constituted by the Board, with effect from the close of business hours on July 25, 2024.

e) Board Evaluation:

Pursuant to the provisions of the Act read with the rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Circular issued by SEBI, the

evaluation of the Annual Performance of the Directors/ Board/ Committees was carried out for the FY 2024-25.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

f) Policy on Directors'' Appointment and Remuneration:

The Company has devised a Policy for remuneration for the Directors, KMPs and other employees. The policy also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on the Company''s website and available at the weblink provided in the Annexure A. Salient features of Nomination and Remuneration Policy is appended as Annexure III to this Report.

g) Familiarisation Program:

The details of programs for familiarisation of Directors with the Company are put up on the website of the Company. The weblink of the same is provided in the Annexure A.

h) Number of meetings of the Board of Directors:

During the year the Board of Directors met Five (5)

times. The details of the Board Meeting are provided in the Corporate Governance report forming part of this report. The intervening gap between the meetings

was within the period prescribed under the Act and the Listing Regulations.

18. Board Committees:

i) Audit Committee:

As on March 31, 2025, the Audit Committee of

the Company comprises of 4 Directors, 3 of which are Independent Directors. All members of Audit

Committee are financially literate. The members of the Audit Committee are as under;

Mrs. Shweta J. Jain	- Chairperson
Mr. Sanjay J. Mariwala	- Member
Mr. Pankaj M. Mehta	- Member
Mr. Abhay V. Udeshi	- Member
All the recommendations made by the Audit Committee
were accepted by the Board.
Stakeholder''s Relationship Committee:
As on March 31, 2025, the Stakeholders Relationship
Committee of the Company comprises of 4 Directors,
namely;
Mrs. Shweta J. Jain	- Chairperson
Mr. Abhay V. Udeshi	- Member
Mr. Hemant V. Udeshi	- Member
Dr. Subhash V. Udeshi	- Member

iii) Nomination and Remuneration Committee: As on March 31,2025, the Nomination and Remuneration Committee of the Company comprises of 3 Directors; all are Independent Directors.
Mr. Sanjay J. Mariwala	- Chairman
Mrs. Sucheta N. Shah	- Member
Mr. Pankaj M. Mehta	- Member
iv) Risk Management Committee:
The Risk Management Committee consists of following
Members:
Mr. Sanjay J. Mariwala	- Chairman
Mr. Abhay V. Udeshi	- Member
Mr. Vikram V. Udeshi	- Member

The Board of Directors places on record its deep appreciation and extends heartfelt gratitude to Mr. Mukesh C. Khagram and Mr. Vijay Kumar Bhandari for their longstanding dedication and the valuable contributions made during their tenure as Independent Directors of the Company

As per the provisions of the Act, Mr. Abhay V. Udeshi

retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Nomination and Remuneration Committee and the Board recommends his reappointment.

b) Appointment of Independent Director:

Post the closure of the financial year, the Board of Directors, on recommendation of Nomination & Remuneration Committee had appointed Mr. Varghese Thomas (DIN: 05259148) as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from May 24, 2025 to hold office upto the conclusion of the ensuing General meeting or for a period of three months from the date of appointment, whichever is earlier. The resolution proposing the appointment of Mr. Varghese Thomas as Non-Executive, Independent Director for a period of five years commencing from May 24, 2025 up to May 23, 2030 is forms part of Notice of 33^rd AGM.

c) Declaration of Independence:

The Company has received declarations from all the Independent Directors of the Company confirming that

they meet the criteria of independence as prescribed under Section 149 of the Act and rules made there under

and Regulation 16 and other applicable regulations, if any of the SEBI (LODR), as amended.

In the opinion of the Board, all the Independent Directors

are persons of possessing attributes of integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder). Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further all Independent Directors have confirmed that they are not aware of any circumstances / situation which exist or may be reasonably anticipated that could impair / impact his / her ability to discharge his / her duties with an objective independent Judgement and without any external influence. Further independent Directors have confirmed that they are not debarred from holding the office of Director by virtue of any order passed by the Securities & Exchange Board of India / Ministry of Certificate Affairs or any other Statutory Authorities.

d) Pecuniary relationship or transactions with the Company:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them

for the purpose of attending meetings of the Board/ Committee(s) of the Company.

During the period under review, two meetings of the Risk Management Committee were held. The requisite quorum was present for all the meetings.

Risk Management Policy:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities.

This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage. The Company, through the Risk Management process, aims to contain the risk within the risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. Further, pursuant to SEBI amendment dated May 5, 2021, the Board of Directors have constituted a Risk Management Committee and policy. The Risk Management policy of the Company is available at the website of the Company and can be access through link provided in Annexure A.

19. Corporate Social Responsibility ("CSR"):

- CSR Committee

As on March 31, 2025, the CSR Committee of the Company comprises of the following members:
Mrs. Sucheta N. Shah	-	Chairperson
Mr. Abhay V. Udeshi	-	Member
Mr. Hemant V. Udeshi	-	Member

- CSR Policy

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company''s philosophy for describing

its responsibility as a corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. weblink of

CSR policy is available in Annexure A.

- CSR spent during the Financial Year 2024-25

During the year under review, the Company was required to spend ?1.46 Crores as CSR expenditure. Further, there was an unspent CSR balance amount of ?0.43 crore of previous financial year i.e. 2023-24 which

was transferred to separate bank account opened in pursuance to the provisions of Companies Act, 2013.

The said unspent CSR balance amount of T0.43 crore was required to be spent within a period of three years from the date of transfer.

During the year, on the recommendation of the CSR

Committee, the Company has spent approximately ?0.57 crore by undertaking various community initiatives in the field of education, farming and preventive healthcare. From the unspent CSR amount

of financial year 2023-24, the Company has spent T0.20 crores on ongoing project. The remaining unspent amount of T0.23 crores of financial year 2023-24 will be spent within the statutory timeline.

In accordance with the provisions of the Companies Act, 2013, the unspent CSR amount of ?0.89 crore of

financial year 2024-25 related to the ongoing projects, as approved by the CSR Committee has been transferred to a separate bank account of the Company. This amount shall be utilized for the ongoing projects within

three financial years from the date of transfer.

The disclosures as per Rule 8 of Companies Corporate Social Responsibility Policy) Rules, 2014 for the financial

year 2024-25 are annexed herewith as Annexure IV to this Report in the prescribed format.

A detailed write-up of the above committees is

mentioned in the Corporate Governance section of this report.

20. Auditors:

i) Statutory Auditors

At the 30^th Annual General Meeting held on August 27, 2022, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firm''s Registration no. 124444W/ W100150) were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting to be held in year 2027.

The Company has received written consent and a certificate from M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firm''s Registration no. 124444W/ W100150) that they satisfy the criteria provided under Section 141 of the Act and that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and are not disqualified from continuing as Statutory Auditors of the Company.

Auditors Report:

The Report given by M/s. T.P. Ostwal & Associates

LLP, Statutory Auditors on the financial statement of the Company for the financial year 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor

The Company has maintained cost records for certain products as specified by the Central Government under Section 148(1) of the Act. Further as per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended, the Audit of the Cost Records of the Company is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore

Bhatia & Associates (FRN 00294), Cost Accountants, Mumbai to audit the cost records of the Company for the Financial year from April 1, 2025 to March 31, 2026 on a remuneration as may fixed by the Board in consultation with Cost Auditor. As required under the Act, necessary resolution seeking member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 33^rd Annual General Meeting. The Cost Audit Report in respect of Financial Year 2024-25 will be filed within the due date.

iii) Internal Auditor

Pursuant to the provisions of section 138 of the Act read with the rules made thereunder, M/s. K. C.

Mehta & Co. LLP, Chartered Accountants, (FRN 00294) conducted the Internal Audit of the Company for the

financial year 2024-25. The Audit Committee at its meeting held on May 24, 2025 recommended to the Board the appointment of M/s. K. C. Mehta & Co. LLP, Chartered Accountants as the Internal Auditor of the Company for financial year 2025-26. The said proposal for appointment of M/s. K. C. Mehta & Co., Chartered Accountants as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act

read with rules made thereunder and SEBI Listing Regulation, The Board had appointed M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries (ICSI urn: L2023MH013400) (Peer Reviewed) to conduct Secretarial Audit of the Company and its material subsidiary for the financial year ended March 31, 2025. Further the Company is also required to obtain Secretarial Compliance Report from Practicing Company Secretary to certify the compliance of provisions of all the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Report of the

Company and its material subsidiary Company, Ihsedu Agrochem Private Limited, for the financial year ended March 31, 2025 was issued by M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries forms part of this report and is appended as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Compliance Report for the FY 2024-25 is available on the website of the Company at www.iavantagro.com.

The Company has adhered to the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of Audit Committee the Board of Directors have approved the appointment of M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries (Peer Reviewed), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from Financial

Year 2025-26 till Financial Year 2029-30, subject to the approval of the shareholders. The resolution pertaining to the appointment of M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, as the Secretarial Auditor forms part of the Notice convening the 33^rd Annual General Meeting.

21. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors,

Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be

mentioned in this Report.

22. Annual Return:

The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 in accordance with Section 92(3)

of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.iayantaaro.com.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars of the conservation of energy, technology

absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is appended as Annexure VI to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the

Act and as required under SEBI (LODR), the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy are available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company. Weblink of the same is available at Annexure A.

25. Particulars of Employees

The Company has 435 Employees as on March 31, 2025. In accordance with the provisions of Section 197(12) of the Act read with rules made thereunder, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VII.

As per the provisions of Section 136(1) of the Act, the

reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are available for inspection by any Member and may write to the Company Secretary for the same, up to the date of the 33^rd AGM. Any Member interested in obtaining such information may write to the Company Secretary at [e-mail] and the same will be furnished on such request.

26. Corporate Governance Report:

As per Regulation 34 read with Schedule V of SEBI Listing

Regulations, a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company''s Statutory Auditor, M/s. T.P.

Ostwal & Associates LLP, Chartered Accountants, Mumbai. forms an integral part of this report.

27. Business Responsibility and Sustainability Report:

SEBI, vide its circular dated May 10, 2021 and pursuant to regulation 34(2)(f) of SEBI Listing Obligations and Disclosure Requirements, Regulation, 2015, made Business Responsibility & Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-2023. The disclosure of BRSR is statutorily not required by your Company for FY 2024-25. However, as better governance practice your Company has adopted the disclosure of BRSR voluntarily for FY 2024-2025. As per Regulation 34 read with Schedule V of SEBI Listing Regulations, Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective, forms an integral part of this report.

28. Directors'' Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the reporting period.

Accordingly, pursuant to Section 134(3)(c) and 134(5)

of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies

and applied them consistently and made iudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2025 and of the profit of the company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 had laid down internal financial controls (as required by explanation to section 134(5)(e) of

the Act) to be followed by the company and that 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 were adequate and operating effectively.

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

30. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF: Pursuant to provision of Section 124 and 125 of the Act,the

unclaimed / unpaid Equity Share Dividend (1^st Interim ) for FY 2017-18 amounting to ?1,92,251/-, unclaimed / unpaid Equity Share Dividend (Final) for FY 2016-17 amounting to ?1,59,872.50/- , which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of I nvestor Education and Protection Fund provided on Company''s website under the weblink www.iayantagro.com.

31. Transfer of Shares to Investor Education and Protection Fund:

In accordance with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under review, the

Company had transferred 2,375 equity shares of face value of ?5/- each fully paid up to Investor Education and Protection Fund Account in respect of which dividend remained unclaimed/ unpaid for a period of seven consecutive years. Further, post the closure of Financial Year 2024-25, 71,738 equity share on which dividend has not been paid or claimed for seven consecutive years or more were transferred to IEPF. Please note that no claim shall lie against the Company in respect of the shares so transferred to IEPF.

32. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are requested to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2025 are as under:

Year	Dividend A/c No.	Amount ?.	Due date for transfer to Investor Education & Protection Fund
2017-2018	5045 - Equity (Final)	3,23,811.00	02-09-2025
2018-2019	1420 - Equity	4,10,072.00	01-09-2026
2020-2021	9497 - Equity	2,03,393.00	19-09-2028
2021-2022	4507 - Equity	6,53,984.80	02-10-2029
2022-2023	3879 - Equity	8,52,362.00	10-09-2030
2023-2024	6646 - Equity	15,80,629.00	16-09-2031
	Total	40,24,251.80

33. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year.

34. Environment, Health and Safety:

Your Company has declared the Environment, Health and Safety days and continued their commitments towards

Environment, Health and Safety. The Committee formed for the purpose of Environment, Health and Safety have continued to educate and motivate the employees on various aspects Environment, Health and Safety through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

¦ Fire Safety week: 14^th April - 20^th April

¦ Safety week: 4^th March - 10^th March

¦ Environment Day: 5^th June

The Company is a member of Effluent Channel Projects,

for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The

Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are ISO 45001:2018 certified.

35. Insurance:

The properties and insurable interest of your Company like

Building, Plant and Machinery, Stocks, etc. are properly insured.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Other Disclosures:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of

2016) during the year along with their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

38. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry

of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli, Dhanora & Jhagadia Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.

---

Mar 31, 2023

The Directors are pleased to present the Thirty-First Annual Report for the financial year ended March 31, 2023 along with the Audited Financial Statements and the Auditor s Report thereon.

1. Financial Results:

Key highlights of consolidated and standalone financial performance for the year ended March 31,2023, are summarised as under:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations and other income	1,14,201.06	1,08,907.14	2,77,334.71	2,59,072.51
Profit/(loss) before Depreciation & Amortisation Expenses, Finance Costs and Share of Net Profits/(Loss) of Investments and Tax	7,103.09	1 1,584.25	9,889.53	15,333.83
Less: Depreciation, and Amortisation Expenses	1,091.13	934.18	1,538.62	1,365.09
Profit/(loss) before Finance cost and Share of Net Profits/(Loss) of Investments and Tax	6,011.96	10,650.07	8,350.91	13,968.74
Less: Finance Cost	278.12	294.61	1,333.85	1,571.48
Profit/(loss) before Share of Net Profit/(Loss) of Investments and Tax	5,733.84	10,355.46	7,017.06	12,397.26
Add : Share in Profit and Loss of Joint Venture	-	-	54.32	30.46
Profit/(loss) before Tax	5,733.84	10,355.46	7,071.38	12,427.72
Less: Provision for Tax	1,528.44	2,655.27	1,884.31	3188.97
Profit/(loss) for the year	4,205.40	7,700.19	5,187.07	9,238.75
Add/(Less) Other Comprehensive Income (OCI)	51.43	(11.52)	61.90	18.51
Total Comprehensive Income/(loss) for the year	4,256.83	7,688.67	5,248.97	9,257.26
Less: Total Comprehensive Income for the year attributable to NonControlling Interest	-	-	255.07	388.08
Total Comprehensive Income for the year attributable Owners of the Company	-	-	4,993.90	8,869.18
Add: Profit brought forward from the previous year including OCI	31,689.22	24,300.55	37,421.53	28,552.35
Profit available for appropriation, which is appropriated as follows:	35,946.04	31,989.21	42,415.43	37,721.53
Appropriations:
Dividend	900.00	300.00	900.00	300.00
Closing Balance including OCI	35,046.04	31,689.21	41,515.43	37,421.53
Earnings per share(EPS) (Face Value of shares 75/-)	14.02	25.67	16.45	29.53

2. Overview of Financial Performance:

The Annual Report also includes the Consolidated Financial Statements of the Company, which include the results of the Company''s subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private

Limited, Ihsedu Coreagri Services Private Limited, Jacaco Private Limited and Jayant Speciality Products Private Limited and its Associate Company, Vithal Castor Polyols Private Limited.

The Standalone Financial Results for the year show a Total Income of ^1,14,201.06 lakhs compared to ?1,08,907.14 Lakhs and Net Profit after tax of 74,205.40 lakhs as compared to 77,700.19 lakhs in the previous year.

The Consolidated Financial Results for the year show a Total Income of 72,77,334.71 lakhs compared to 72,59,072.51

lakhs and Net Profit after tax of 75,1 87.07 lakhs as compared to 79,238.75 lakhs in the previous year.

3. Dividend & Reserves:

The Board of Directors are pleased to recommend dividend of 75/- per equity share on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the ensuing annual general meeting. If approved by the Shareholders, the equity dividend outgo for the Financial Year 2022-23 would be 715 Crores.

Your directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2023.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations/ SEBI LODR], the Board of Directors of the Company has formulated a Dividend Distribution Policy (''the Policy''). The weblink of the Policy is available at the Annexure A.

4. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

5. Credit Rating:

The Company had received Credit Rating from ICRA for its Long Term Debt and Short Term Debt as ICRA A- (Stable)

and ICRA A2

6. State of Company''s Affair:

In order to avoid duplication and for the sake of better understanding, the State of Company''s Affairs is explained in detail in the section, Management Discussions and Analysis which has been included in this section of the Directors Report.

7. Listing of Shares:

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Further, the applicable listing fees for the

financial year 2023-24 has been paid to the respective Stock Exchange(s).

8. Scheme of Amalgamation:

During the period under review, pursuant to the direction of the National Company Law Tribunal (NCLT), Mumbai Bench, the Company had conducted the meeting of equity shareholder of the Company on August 27, 2022 through Video Conference/Other Audio Visual Mode for approval of the Scheme of Merger by Absorption between Jayant Finvest Limited and Jayant Agro-Organics Limited (the Scheme). The Meeting was duly conveyed in compliance with the applicable laws and directives of NCLT, and the Scheme was approved by the special resolution as well as by the majority of the public equity shareholders. The Company has filed the petition for sanctioning the Scheme with NCLT, Mumbai Bench.

9. Management''s Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance

The exports of castor oil which were at 6,62,812 Metric Tons in 2021-22, stood at 6,06,376 Metric Tons in 202223. The estimate of the current years crop is at 18.81 lac MT an improvement from the final estimates of 16.94 lac MT in 2021-22. The carry over estimates vary from 1,00,000/- to 2,00,000/- MT. Going by the current demand and the crop estimate we expect that the supply position it can be assumed that the supply will be comfortable enough to meet the demand.

The year under review was challenging due to the impact of Ukraine-Russia conflict. Geopolitical disturbances and rising interest rates are expected to keep the demand in reign. The demand remains subdued and is expected to take a few quarters before we see a robust bounce back.

The Financial highlights of the Company are as under
Particulars	Standalone Consolidated
	2022-23	2021-22	2022-23	2021-22
	Ratio	Ratio	Ratio	Ratio
(i) Debtors Turnover	10.27	10.73	18.98	17.14
(ii) Inventory Turnover	10.41	9.62	9.74	9.82
(iii) Interest Coverage Ratio	21.62	36.15	6.30	8.91
(iv) Current Ratio	7.82	4.03	2.63	2.03
(v) Debt Equity Ratio	0.03	0.08	0.17	0.32
(vi) Operating Profit Margin (%)	5.27	9.80	3.03	5.41
(vii) Net Profit Margin (%)	3.74	7.26	1.87	3.57
(viii) Net Worth (In ? Crores)	420	387	507	466

(b) Opportunities & Threats

With more than 80% of your Company''s production

being exported, the state of the world economy, determines the overall all demand for the products. The current situation is seeing some stability in demand due to the dry up in the supply chain but future expectations remain subdued till we see the confidence returning in the global economic growth.

Changes in technology leading to new products or

uses being created or substitution or obsolescence of products due to scientific developments has an

important bearing on the demand for its products. Your company''s products are competing with end products manufactured from crude oil and other vegetable oils. The price behavior of castor oil in relation to them is likely to have a bearing on the growth of the company.

Environment being a major concern, the search for green products is likely to intensify in the future. Castor Oil being a natural, organic, renewable and bio-degradable product is gaining importance as a green product. With improved irrigation, better quality inputs and scientific farming there is a substantial scope to improve yields per hectare of castor seeds. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, inks, surface coatings, pharmaceuticals, food, engineering plastics, cosmetics, perfumeries, electricals, rubber and so on. Your company continues to endeavor to tap these opportunities by focusing on Research & Development and investing in new capacities, new technologies, new applications, and new products.

Castor Seeds continue to be a volatile raw material in terms of its price and is prone to speculation. Being a shallow commodity, speculation could lead to extraordinary swing in prices, especially with the wider platform being provided by the listing on National Commodity and Derivatives Exchange (NCDEX). SEBI is keeping an vigilant and watchful eye to ensure an orderly market. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing States in the country, though it is a sturdy crop. The limited size of the crop makes it susceptible to speculation and wild gyration in prices on both sides. The Company is evolving and examining its risks matrix to respond to the price, product and demand risks to mitigate risks arising from these factors. The Company is also cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

(c) Segment

The Company is organized into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook

The governments across the world have adapted antiinflationary policies by increasing interest rates and restricting money supply. These policies have curbed the economic activities and consequently the demand for the company''s products. The continuation of these policies or their withdrawal and the impact of the continuation or changes on the economies is likely to have an impact on demand for the Company''s products.

Under the current scenario, barring unforeseen circumstances, the short term outlook remains subdued but with a stable outlook as demand is not expected to erode further. The company is making efforts to ensure continuity of operations and cost controls and is confident of meeting all its obligations and maintaining its operation in the green. The long term outlook remains positive.

Emphasis on green eco-friendly products is likely to lead

to an increase in innovation of new products and uses of castor oil by the chemical industry.

(e) Risks and Concerns

The company is adjusting in view of the volatile and uncertain demand and operational flexibility. However, the Company''s products are used across geographies in a variety of industries, thereby to a great extent, mitigating the long term risks associated with demand for its products on a long-term basis.

The price behavior of raw material depends on the weather pattern in the castor growing regions, the impact of El Nino / La Nina on monsoon in these regions,

global demand and inventory, and prices of other oils including Crude Oil and therefore can be volatile as well as unpredictable. The Company is closely watching the development of factors affecting the castor seed prices.

With the trend of India''s economy growing steadily and demand for trained and experienced manpower is in excess of the supply, the risk of managing and retaining people exists. The Company has to retain its existing

trained workforce and also attract new talent for its different operations. To improve the performance of the staff at work; various refresher training courses are organized to update their knowledge with the latest technologies and management ideas.

The demand for castor oil and its products is dependent on the overseas markets as more than 80% of the industries production is exported. The threat of new

entrants and competition due to aggressive trading policies adopted by them continue to be of concern.

The Company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession / slowdown in the industry.

Unrestricted speculation and high volatility due to

trading in commodity exchange could have a negative effect on the growth of the industry

Your Company has been engaged in several legal cases in connection with or incidental to its business operations. These include service, excise and customs cases, etc.

filed by and against the Company. These cases are being pursued with due importance and in consultation

with legal experts in the respective areas. Your Board believes that the outcome of these cases is unlikely

to cause a material adverse effect on the Company''s profitability or business performance.

Your Company has a contingent liability of T6.13 Crores as on March 31, 2023. Attention of the shareholders is drawn to the explanations mentioned in note no. 35 of the Notes to Financial statements forming integral part of the balance sheet as on March 31,2023. In view of the present status and based on legal advice received, your Board of Directors are of the opinion that no provision is required to be made against these contingent liabilities as of now.

(f) Awards and Recognition

The Company and its Subsidiary, Ihsedu Agrochem Private Limited were felicitated with Award of Excellence (2018-19) and Trishul Award (2017-18) respectively by CHEMEXCIL (Export Promotion Council set up by the Ministry of Commerce and Industry, Government of India) for the outstanding export performance.

The company''s subsidiary Ihsedu Agrochem Pvt. Ltd

was awarded by the Solvent Extractors Association of India for the Highest Processor of Castor Seed Oilcake for the year 2019-20 and the Second Highest Exporter

of Castor Seeds Extraction for the year 2021-22.

10. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There has been no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance/Financial Position of each of subsidiaries/associates/joint venture companies as included in the consolidated financial statements

The Company (including its subsidiaries and associates) operates in three segments:1. Consolidated Results:

The consolidated turnover of the Company has been T2,77,334.71 lakhs against T2,59,072.51 lakhs in the previous year. The EBDITA was ?9,943.85 lakhs current

year and T15,364.29 lakhs for the previous year.

2. Derivatives:

The turnover of the derivatives has been ^1,12,581.97

lakhs against ^1,07,431.21 lakhs in the previous year. The EBDITA was T6,884.15 lakhs as against T1 1,248.58 lakhs in the previous year.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed

thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at T238.65 lakhs

Your directors are pleased to announce that nearly 50% of the electricity at its Ranoli unit and 10% of its power requirement at its crushing plant in Jagana, Palanpur is met by green energy produced from the wind mills.

We would also like to state that almost 100% of the steam requirement is met by using Company''s own product De-oiled Cake, making your company environment friendly manufacturer of environmentally

friendly products.

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL)

During the year under review, IAPL a material subsidiary of the Company achieved a turnover of ^2,34,381.36 lakhs as compared to ^2,15,105.88 lakhs in the previous year. The profit after tax stood at 7987.56 lakhs as against profit of 71,504.34 lakhs in the previous year.

Ihsedu Coreagri Services Pvt Ltd (ICAS).

During the year under review, ICAS a subsidiary of the

Company had profit of 70.07 lakhs as against profit of 70.17 lakhs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM)

During the year under review, IIGCM achieved a total revenue of 734.48 lakhs as compared to 730.50 lakhs in the previous year. The profit after tax was 716.39 lakhs against profit after tax of 75.05 lakhs in the previous year.

JACACO Private Limited (JACACO)

During the year under review, JACACO Pvt Ltd was yet to commence its business operations. In view of the same, Profit and Loss Account will be prepared upon

Commencement of Business.

Jayant Speciality Products Private Limited (JSPPL) During the year under review, JSPPL incurred loss of

70.22 lakhs as compared to loss of 71.12 lakh in previous year.

Associate Company

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo - Japanese Joint Venture Company, and your company owns 50% equity shares. VCPs products directly compete with petroleum-based polyols due

to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review, VCP achieved a turnover of 75,371.24 lakhs as compared to 74,481.51 lakhs in the previous year. The Profit after tax stood at 7108.85 lakhs as against profit of 761.58 lakhs in the previous year.

The Policy on material subsidiary is provided at the Annexure A.

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") the Company has prepared consolidated financial statements of the Company and all its subsidiary and associate companies, which forms part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary companies in the format prescribed under Form AOC-1 is appended as Annexure I to this Report.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing

therein its standalone and the consolidated financial statements has been placed on the website of the Company at www.iavantaaro.com. Further, as per the fourth proviso of the said Section, the audited

accounts of the subsidiary companies are placed on the Company''s website and are available for inspection by any member and may write to the Company Secretary for the same.

As stipulated in the provisions of the Act and SEBI Listing

Regulations the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards.

12. Research and Development (R & D):

The R & D continues the development of products based

on castor oil for use in various applications like coatings, inks, polymers, speciality additives, adhesives & sealants, construction chemicals, insulation, furniture, personal care, food additives, fragrance, flavours & lubricants. The R & D is managed by qualified manpower having access to appropriate facilities for R & D work as also to state of the art instruments for checking the performance & quality of the experimental outputs. The R & D scientists keep themselves abreast of the developments in the industry by attending various seminars & trainings. The R & D continues its recognition received from the Department of Scientific & Industrial Research, Government of India, since 2007 & also continues being certified under ISO:9001-2015 quality system.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and

therefore, no amount of principal or interest on deposit was outstanding as on the Balance Sheet date.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31,2023 are given in the notes forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and in ordinary course of business. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arm''s length basis in accordance with the provisions of the Act read with the rules made thereunder and the SEBI Listing Regulations.

As per the SEBI Listing Regulations, if any related party transaction exceeds 71,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. In this regard, during the year under review, the Company had taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2022-23 and hence, the same is not required to be provided.

A policy on Related Party Transactions is uploaded on the Company''s website and can be accessed through the weblink provided in Annexure A

17. Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

Key Managerial Personnel

In accordance with the provisions of section 203 of the

Act, the following are the Key Managerial Persons (KMP) of the Company:

Name of KMP''s	Designation
Mr. Abhay V. Udeshi	Chairman & Whole Time Director
Mr. Hemant V. Udeshi	Managing Director
Dr. Subhash V. Udeshi	Whole - Time Director
Mr. Varun A. Udeshi	Whole - Time Director
Mr. Vikram V. Udeshi	Chief Financial Officer
Mr. Dinesh M. Kapadia	Company Secretary

As per the provisions of the Act Mr. Varun A. Udeshi

retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Nomination and Remuneration Committee and the Board recommends his reappointment.

Except for above there has been no change in the Key Managerial Personnel during the year under review.

b) Cessation / Appointment of Independent Director During the year under review, Mr. Deepak Bhimani,

Independent Director of the Company had tendered his resignation from the Board with effect from end of business hours of May 30, 2022 on account of advanced age. The Board of Directors placed on record its deep appreciation for the invaluable contribution made by Mr. Deepak Bhimani to the growth and Corporate Governance of the Company. The Board further wished for his good health and success in all his future endeavors.

Further The Board of directors, on recommendation of the Nomination and Remuneration Committee had appointed Mr. Pankaj M. Mehta (DIN: 09579581) as an Additional Director (Non-Executive, Independent) of the Company with effect from May 30, 2022. The Members of the Company at their 30^th Annual General Meeting held on August 27, 2022 have approved the appointment of Mr. Pankaj M. Mehta as an Independent Director for the period of five years.

c) Declaration of Independence

The Company has received declarations from all the Independent Directors of the Company confirming that

they meet the criteria of independence as prescribed under Section 149 of the Act and rules made there under

and Regulation 16 and other applicable regulations, if any of the SEBI (LODR), as amended.

In the opinion of the Board, all the Independent Directors

are persons of possessing attributes of integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules

thereunder). Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent

Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

d) Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them

for the purpose of attending meetings of the Board/ Committee(s) of the Company.

e) Board Evaluation

Pursuant to the provisions of the Act read with the rules made thereunder, Regulation 17(10) of the SEBI

(LODR) and the Circular issued by SEBI, the evaluation of the Annual Performance of the Directors/ Board/ Committees was carried out for the Financial Year 2022-23.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

f) Policy on Directors'' Appointment and Remuneration

The Company has devised a Policy for remuneration for the Directors, KMPs and other employees. The policy

also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on

the Company''s website and available at the weblink provided in the Annexure A. Salient features of Nomination and Remuneration Policy is appended as Annexure II to this Report.

g) Familiarisation Program

The details of programs for familiarisation of Directors with the Company are put up on the website of the Company. The weblink of the same is provided in the Annexure A

h) Number of meetings of the Board of Directors During the year the Board of Directors met Four (4)

times. The details of the Board Meeting are provided in the Corporate Governance report forming part of this report. The intervening gap between the meetings

was within the period prescribed under the Act and the Listing Regulations.

18. Board Committees:

i) Audit Committee

As on March 31, 2023, the Audit Committee of

the Company comprises of 5 Directors, 4 of which are Independent Directors. All members of Audit Committee are financially [iterate. The members of the Audit Committee are as under;

Mr. Vijay Kumar Bhandari	- Chairman
Mr. Mukesh C. Khagram	- Member
Mr. Abhay V. Udeshi	- Member
Mr. Sanjay J. Mariwala	- Member
Mrs. Sucheta Nilesh ShahA	- Member

^A Mrs. Sucheta N. Shah was inducted as Member of Audit Committee with effect from May 30, 2022 in place of Mr. Deepak V Bhimani.

All the recommendations made by the Audit Committee

were accepted by the Board.

ii) Stakeholder''s Relationship Committee

The Stakeholder s Relationship Committee of the Company comprises of 4 Directors, namely;

Mrs. Sucheta N Shah	- Chairperson
Mr. Abhay V. Udeshi	- Member
Mr. Hemant V. Udeshi	- Member
Dr. Subhash V. Udeshi	- Member

iii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the

Company comprises of 3 Directors; all are Independent Directors.

Mr. Sanjay J. Mariwala	- Chairman
Mr. Mukesh C. Khagram	- Member
Mr. Vijay Kumar Bhandari	- Member

During the period under review, Mr. Deepak V Bhimani resigned from Directorship and ceased to be Member

of Committee w.e.f May 30, 2022.

A detailed write up of the above committees is

mentioned in the Corporate Governance section of this report.

iv) Risk Management Committee

As on March 31, 2023, the Risk Management Committee of the Company comprises of 3 Members. The members

of the Risk Management Committee are as under:

Mr. Sanjay J. Mariwala	- Chairman
Mr. Abhay V. Udeshi	- Member
Mr. Vikram V. Udeshi	- Member

During the period under review, two meetings of the Risk Management Committee was held on July 19,

2022 and January 12, 2023. The requisite quorum was present for all the meetings.

Risk Management Policy:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities.

This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Company, through the Risk Management process, aims to

contain the risk within the risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. Further, pursuant to SEBI

amendment dated May 5, 2021, the Board of Directors have constituted a Risk Management Committee and policy. The Risk Management policy of the Company is available at the website of the Company and can

be access through link provided in Annexure A.

19. Corporate Social Responsibility ("CSR"):

- CSR Committee

The CSR Committee of the Company comprises of the following members:

Mr. Mukesh C. Khagram5	-	Chairman
Mr. Abhay V. Udeshi	-	Member
Mr. Hemant V. Udeshi	-	Member

$Mr. Mukesh C. Khagram was appointed as Chairman of CSR Committee w.e.f May 30, 2022, in place of Mr. Deepak V Bhimani who resigned and ceased to be chairman of the CSR Committee w.e.f May 30, 2022.

- CSR Policy

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company s philosophy for describing its responsibility as a corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. weblink of CSR policy is available in Annexure A.

- CSR spent during the Financial Year 2022-23

In accordance with Section 135 of the Act, the required amount to be spent on CSR activities during the year under review was 70.70 crores. The company has spent 70.09 crores in the current financial year. 70.61 crore was utilized from the excess spent of 70.71 crore from the previous financial year. An excess amount of 70.10 crore is available to meet CSR obligation of subsequent financial years.

During the year under review, the Company continued its activities of rural development and promoting education to farmers.

The disclosures as per Rule 8 of Companies Corporate Social Responsibility Policy) Rules, 2014 for the financial

year 2022-23 are annexed herewith as Annexure III to this Report in the prescribed format.

20. Auditors:

i) Statutory Auditors

At the 30^th Annual General Meeting held on August

27, 2022, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firm''s Registration no. 124444W/

W100150) were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting to be held in year 2027.

The Company has received written consent and a

certificate from M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firm''s Registration

no. 124444W/ W100150) that they satisfy the criteria provided under Section 141 of the Act and that the

appointment is in accordance with the applicable provisions of the Act and rules framed thereunder

and are not disqualified from continuing as Statutory Auditor of the Company.

Auditors Report:

The Report given by M/s. T.P. Ostwal & Associates LLP,

Statutory Auditors on the financia[ statement of the Company for the year 2022-23 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor

The Company has maintained cost records for certain products as specified by the Central Government under Section 148(1) of the Act. Further as per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014 as amended, the Audit of the Cost Accounts relating to Chemical products is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates (FRN 00294), Cost Accountants, Mumbai to audit the cost accounts of the Company for the financial year from April 1, 2023 to March 31, 2024 on a remuneration as may fixed by the Board in consultation with Cost Auditor. As required under the Act, necessary resolution seeking member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 31^st Annual General Meeting. The Cost Audit Report in respect of Financial Year 2022-23 will be filed within the due date.

iii) Internal Auditor

Pursuant to the provisions of section 138 of the Act

read with the rules made thereunder, M/s. K. C. Mehta & Co., Chartered Accountants, conducted the Internal Audit of the Company for the financial year 2022-23. The Audit Committee at its meeting held on May 27, 2023 recommended to the Board the appointment of M/s. K. C. Mehta & Co., Chartered Accountants as the Internal Auditor of the Company for financial year 2022-23. The said proposal for appointment of M/s. K. C. Mehta & Co., Chartered Accountants as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder and SEBI (LODR), the Board

had appointed M/s. V. V. Chakradeo & Co., Company Secretaries (C.P. No. 1705) to conduct Secretarial Audit of

the Company and its material subsidiary for the financial year ended March 31, 2023. Further the Company is also required to obtain Secretarial Compliance Report from Practicing Company Secretary to certify the compliance of provisions of all the SEBI (LODR).

Accordingly, the Secretarial Audit Report of the Company

and its material subsidiary Company, Ihsedu Agrochem Private Limited along with the Secretarial Compliance Report, for the Company, for the financia[ year ended March 31, 2023 was issued by M/s. V. V. Chakradeo &

Co., Company Secretaries forms part of this report and is appended as Annexure IV.

The Company has adhered to the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further the Board of Directors of the Company has

appointment of M/s Dhrumil M. Shah & Co. LLP., Practicing Company Secretaries as the Secretarial Auditor of the Company for financial year 2023-24.

21. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

22. Annual Return:

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act

read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.iavantaaro.com.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars of the conservation of energy, technology

absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is appended as Annexure V to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the

Act and as required under SEBI (LODR), the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy are available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company. Weblink of the same is available at Annexure A.

25. Particulars of Employees

The Company has 382 Employees as on March 31, 2023. In accordance with the provisions of Section 197(12) of the Act read with rules made thereunder, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports

and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 as amended are available for inspection by any Member and may write to the Company

Secretary for the same, up to the date of the 31^st AGM. Any Member interested in obtaining such information may write to the Company Secretary at [e-mail] and the same will be furnished on such request.

26. Corporate Governance Report:

As per Regulation 34 read with Schedule V of SEBI Listing

Regulations, a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company''s Statutory Auditor, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai and Certificate from Practicing Company Secretary, M/s. V. V. Chakradeo & Co., Company Secretaries., confirming compliance forms an integral part of this report.

27. Business Responsibility and Sustainability Report:

SEBI, vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from financial year 2022-2023. The disclosure of BRSR is statutorily not required by your Company for financial year 2022-23. However, as good governance practice your Company has adopted the disclosure of BRSR voluntarily for financial year 2022-2023. As per Regulation 34 read with Schedule V of SEBI Listing Regulations, Business Responsibility and Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective, forms an integral part of this report.

28. Directors'' Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory,

Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management

and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the reporting period.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge

and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies

and applied them consistently and made iudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2023 and of the profit of the company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 had laid down internal financial controls (as required by explanation to section 134 (5)(e) of the

Act) be followed by the company and that 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 were adequate and operating effectively.

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going

concern status and Company''s operations in future.

30. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF: Pursuant to provision of Section 124 and 125 of the Act, the unclaimed / unpaid Equity Share Dividend for F.Y 201415 amounting to ?1,14,230/-which remained unclaimed

for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of Dividend transfered to Investor Education and Protection

Fund is provided on Company''s website under the weblink www.iayantagro.com

31. Transfer of Shares to InvestorEducation and Protection Fund:

In Accordance with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, During the year under review, the Company had transferred 26,718 equity shares of face value of ?5/- each fully paid up to Investor Education and Protection Fund Account in respect of which dividend remained unclaimed/ unpaid for a period of seven consecutive years.

32. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are requested to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2023 are as under:-

Year	Dividend A/c No.	Amount	Due date for transfer to Investor Education & Protection Fund.
2015-2016	Equity	4,56,896.25	26-10-2023
2016-2017	Equity (1st Interim)	1,51,411.25	29-08-2023
2016-2017	Equity (2nd Interim)	1,40,473.75	24-1 1-2023
2016-2017	Equity (3rd Interim)	5,57,845	12-03-2024
2016-2017	Equity (Final)	1,65,142.50	14-09-2024
2017-2018	Equity (1st Interim)	1,96,808.30	03-12-2024
2017-2018	Equity (Final)	3,39,234.75	02-09-2025
2018-2019	Equity	4,37,322	01-09-2026
2020-2021	Equity	2,13,181	19-09-2028
2021-2022	Equity	6,93,029.80	02-10-2029
	Total	33,51,344.60

33. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year.

34. Environment, Health and Safety:

Your Company has declared the Environment, Health and Safety days and continued their commitments towards Environment, Health and Safety. The Committee formed for the purpose of Environment, Health and Safety have continued to educate and motivate the employees on various aspects Environment, Health and Safety through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

¦ Fire Safety week: 14^th April - 20^th April

¦ Safety week: 4^th March - 10^th March

¦ Environment Day: 5^th June

The Company is a member of Effluent Channel Projects,

for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are ISO 45001:2018 certified.

35. Insurance:

The properties and insurable interest of your Company like

Building, Plant and Machinery, Stocks, etc. are properly insured.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors

further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Other Disclosures:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of

2016) during the year along with their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

38. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Guiarat Alkalies & Chemicals Ltd., and Ranoli & Dhanora Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.

---

Mar 31, 2018

The Directors are pleased to present the Twenty-Sixth Annual Report for the financial year ended March 31, 2018 along with the Audited Financial Statement and the Auditor''s Report thereon.

1. Financial Results: (Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operations and other income	78,563.47	66,625.87	255,710.75	167,207.38
Profit before Depreciation & Amortisation Expenses, Finance Costs, Share of Net Profits/(Loss) of Investments and Tax	9,376.28	8,786.53	15,090.19	12,850.82
Less: Depreciation, and Amortisation Expenses	783.25	780.00	1,084.26	1,067.25
Profit before Finance cost, Share of Net Profits/(Loss) of Investments and Tax	8,593.03	8,006.53	14,005.93	11,783.57
Less: Finance Cost	2,240.77	1,248.47	5,424.23	3,180.32
Profit before Share of Net Profit/(Loss) of Investments and Tax	6,352.26	6,758.06	8,581.70	8,603.25
Add: Share of net Profit/(Loss) of Joint Venture	-	-	23.42	(4.24)
Profit Before Tax	6,352.26	6,758.06	8,605.11	8,599.01
Less: Provision for Tax	2,109.58	2,202.18	2,896.85	2,859.65
Add: MAT Credit Entitlement of earlier years	-	43.70	-	55.21
Profit for the year	4,242.68	4,599.58	5,708.27	5,794.57
Add/(Less): Other Comprehensive Income (OCI)	(555.35)	291.44	(917.32)	278.07
Total Comprehensive Income for the year	3,687.33	4,891.01	4,790.95	6,072.64
Less: Total Comprehensive Income for the year attributable to Non-Controlling Interest	-	-	271.50	297.85
Total Comprehensive Income for the year attributable to Owners of the Company	-	-	4,519.45	5,774.79
Add: Profit brought forward from the previous year including OCI	16,821.93	13,925.91	18,954.59	15,334.86
Profit available for appropriation, which is appropriated as follows:	20,509.26	18,816.92	23,474.04	21,109.65
Appropriations:
Interim Dividend	195.00	1,125.00	195.00	1,258.00
Final Dividend	187.50	562.50	187.50	562.50
Dividend Distribution Tax	77.87	307.49	77.87	334.56
Closing Balance including OCI	20,048.89	16,821.93	23,013.67	18,954.59
Earnings per share(EPS) (Face Value of shares Rs.5/-)	14.14	15.33	17.82	18.31

*After adjusting for bonus issue in ratio of 1:1

Pursuant to the provisions of section 133 of the Companies Act, 2013, the Financial Statements for the current financial year is prepared in accordance with the Indian Accounting Standards (IndAS) and for the sake of comparison, the previous financial year figures have been reinstated as per the IndAS.

2. Overview of Financial Performance:

The Annual Report also includes the Consolidated Financial Statements of the Company, which include the results of the Company''s subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private Limited and Ihsedu Coreagri Services Private Limited and its share in the Associate Company, Vithal Castor Polyols Private Limited. The Standalone Financial results for the year show a Total Income of Rs.78,563.47 Lakhs compared to Rs.66,625.87 Lakhs and standalone Net Profit after tax of Rs.4,242.68 Lakhs as compared to Rs.4,599.58 Lakhs in the previous year and the Consolidated Financial results for the year show Total Income of Rs.2,55,710.75 Lakhs compared to Rs.1,67,207.38 Lakhs and Consolidated Net Profit after tax of Rs.5,708.27 Lakhs compared to Rs.5,794.57 Lakhs in the previous year.

3. Dividend & Reserves:

During the year under review an interim dividend of Rs.0.65 (i.e. 13% post bonus), each per share on 30,000,000 equity share of Rs.5/- each was paid by the Board of Directors of the Company. The Board of Directors are now pleased to recommend a final dividend of Rs.1.35 (i.e. 27%) per share on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the annual general meeting. With this, the total dividend for the entire year sums out to Rs.2.00 per equity share of Rs.. 5/- each i.e. (40%) on enhanced paid-up equity share capital post issue of bonus share in ratio of 1:1. The equity dividend outgo for the Financial Year 2017-18, inclusive of tax on distributed profits would be upto Rs.723.00 lakhs.

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2018

4. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

5. Bonus Issue of Shares and Share Capital:

During the year under review, the shareholders of the Company were rewarded with Bonus Shares in the proportion of 1 (one) new Equity Share of Rs.5/- (Rupees five) each fully paid up for every 1 (one) existing Equity Share of Rs.5/- (Rupees five) each of the Company held by the members as on August 2, 2017 (i.e. Record Date) which was approved by the members through Postal Ballot. The Bonus shares were allotted on August 3, 2017 and were listed on the stock exchanges w.e.f August 11, 2017. Subsequent to the issue of Bonus Shares, the Paid up share capital of the Company stands increased to ^15,00,00,000 dividend into 3,00,00,000 equity share of Rs.5/- each fully paid-up There was no change in authorised share capital of company during the year under review.

6. Credit Rating:

The Credit Rating of the Company for Long Term Debt and Short Debt is Crisil A-/ Stable and Crisil A2 respectively rated by CRISIL Limited.

7. State of Company’s Affair:

In order to avoid duplication and for the sake of better understanding, the State of Company''s Affairs is explained in detail in the section, Management Discussions and Analysis which has been included in this section of the directors report.

8. Listing of Shares:

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Further, the applicable listing fees for the financial year 2018-19 has been paid to the respective Stock Exchange(s).

9. Management''s Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance:

The demand for castor oil products saw a decent growth. India''s exports of castor oil reached an all-time high of Approx 6.4 lakhs Mt. Despite of a lower than normal crop the carry forward of the previous year''s supply ensured smooth supply of castor oil. The market remained volatile with the first half seeing firm prices in anticipation of shortages expected on account of a lower crop, the carry forward of the previous year ensured continuity of supply throughout the year resulting in subdued prices in the second half of the year.

Although the demand for sebacic acid was better than in 2016-17, the sebacic acid market remained more competitive with renewed participation from the Chinese manufacturers. China continues to dominate the sebacic acid industry Your company continues to make effort to improve its capacity utilization and gain a foothold in an industry dominated by China.

Your company has invested in an Indo-Japanese-Korean joint venture, Vithal Castor Polyols Pvt. Ltd. (VCP). VCP''s products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. The current surge in the prices of petroleum products is likely to have a positive impact on the demand for VCP''s products. Further, the company is also realigning its product mix to adjust to the market conditions.

The late rainfall in the castor growing region of Gujarat resulted in a surge in the sowing area towards the end of the sowing season. This resulted in boosting the estimates of the crop to over 1.4 million tons against the crop estimates of about 1 million tons for the year 2017. With the estimates of carry forward of 300,000 Mt being lower than the revised estimates of the carry forward stocks of 900,000 Mt the industry will need to keep a close watch on the availability of the seeds as the demand supply equation is likely to be more balanced.

Your company believes that ample availability of castor seeds at stable and competitive prices will be essential for the future growth of the industry. We are confident that like in the past the Indian farmers will rise to the challenges to meet the global requirements for castor seeds.

The demand for castor oil based products continues to see a stable growth across the world with China resuming its growth in consumption. In the current scenario India should be able to satisfy the world demand. Your company will be keeping a close watch on the monsoon and sowing data.

(b) Opportunities & Threats:

With more than 80% of your Company''s production being exported, the state of the world economy, besides other industrial and scientific developments has an important bearing on its growth.

Your company''s products are competing with end products manufactured from crude oil and other vegetable oils. The price behavior of castor oil in relation to them is likely to have a bearing on the growth of the company.

Environment being a major concern, the search for green products is likely to intensify in the future. Castor Oil being a natural, organic, renewable and bio-degradable product is gaining importance as a green product. With improved irrigation, better quality inputs and scientific farming there is a substantial scope to improve yields per hectare of castor seeds. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, inks, surface coatings, pharmaceuticals, food, engineering plastics, cosmetics, perfumeries, electricals, rubber and so on. Your company continues to endeavor to tap these opportunities by focusing on Research & Development and investing in new capacities, new technologies, new applications, and new products.

Castor Seeds continue to be a volatile raw material in terms of its price and is prone to speculation. Being a shallow commodity speculation could lead to extraordinary swing in prices, specially with the wider platform being provided by the listing on National Commodity and Derivatives Exchange (NCDEX). SEBI is keeping an vigilant and watchful eye to ensure an orderly market. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing States in the country though it is a sturdy crop. The limited size of the crop makes it susceptible to speculation and wild gyration in prices. To mitigate the effect of uncertain weather, the Company has laid down parameters for inventory management. The Company has proper mechanism in place to immediately respond to any unforeseen eventualities. The Company is also cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

Your company has through, "Kalyan Foundation", an trust with whom your company is associated along with its subsidiary, Ihsedu Agrochem Pvt. Ltd, in conjunction with progressive farmers developed model farms for the education and development of the castor industry wherein the farms have achieved a yield of over 6 tons and hectare 3 to 4 times the average yields. It is both the vision and the mission of your company to carry this productivity potential developed at our agricultural universities to performance on our field making castor seeds farming sustainable and profitable for the farmers.

(c) Segment:

The Company is organised into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook:

The long term demand outlook for your Company''s products remains positive although the near term uncertainties remain due to the low crude oil prices. Emphasis on green eco-friendly products is likely to lead to increase in innovation of new products and uses of castor oil by the chemical industry.

Your Company continues to invest in Research & Development to tap on new growth opportunities. Your Company is also undertaking a backward integration program in order to increase the availability of castor seeds. Barring unforeseen circumstances, your Directors expect satisfactory growth.

(e) Risks and Concerns:

The Company''s products are used across geographies in a variety of industries, thereby to a great extent, mitigating the risks associated with demand for its products on a long-term basis. The price behavior of raw material depends on the weather pattern in the castor growing regions, the impact of El Nino on monsoon in these regions, global demand and inventory, and prices of other oils including Crude Oil and therefore can be volatile as well as unpredictable. The Company is closely watching the development of factors affecting the castor seed prices.

The Company restricts its exposure to the price fluctuation of raw materials by limiting its unhedged exposure.

With the business of the Company growing steadily and demand for trained and experienced manpower in excess of the supply, the risk of managing the people is very big. The Company has to retain its existing trained workforce and also attract new talent for its different operations. To improve the performance of the staff at work; various refresher training courses are organized to update their knowledge with the latest technologies and management ideas.

The demand for castor oil and its products is dependent on the overseas markets as more than 80% of the industries production is exported. The threat of new entrants and competition due to aggressive trading policies adopted by them continue to be of concern.

The Company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession / slowdown in the industry.

Unrestricted speculation and high volatility due to trading in commodity exchange could have a negative effect on the growth of the industry.

Your Company has been engaged in several lega cases in connection with or incidental to its business operations. These include service, excise and customs cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in the respective areas. Your Board believes that the outcome of these cases is unlikely to cause a material adverse effect on the company''s profitability or business performance.

Your Company has a contingent liability of Rs.402.54 Lakhs as on March 31, 2018. Attention of the shareholders is drawn to the explanations mentioned in note no. 36 of the Notes to Financial statements forming integral part of the balance sheet as on March 31, 2018. In view of the present status and based on legal advice received, your Board of Directors are of the opinion that no provision is required to be made against these contingent liabilities as of now.

Forward Looking Statement:

This report contains forward looking statements that are based on our current expectations, assumptions, estimates and projections. We have tried, wherever possible to identify such statements by using words such as anticipates, estimates, expects, plans, believes and words of similar substance in connection with any discussion of future performance. Stakeholders are urged to pay careful attention to the risk factors described in this report. One or more of these risks could have an adverse effect on the Company or its group Companies activities, conditions and, financial results. Furthermore, other risks not yet identified or considered as not material by the group could have the same adverse effect. All the forward looking statement included in this report are based on information available to us on the date of issue of this report. The Company do not undertake to update the said statements to reflect the future events or circumstances unless required under the statue.

Awards and Recognition:

Your Company and its subsidiary Ihsedu Agrochem Private Limited were awarded with the "Award of Excellency" by CHEMEXCIL (Basic Chemicals Pharmaceuticals & Cosmetics Export promotion council) for the outstanding export performance for the year 2016-17. The Company was also awarded with Export Award by Indian Specialty Chemical Manufacturers Association ("ISCMA") for the consistency and growth achieved in exports during the year 2016-17.

10. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There has been no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance/Financial Position of each of subsidiaries/associates/joint venture companies as included in the consolidated financial statements :

The Company (including its subsidiaries and associates) operates in three segments:

1. Consolidated Results :

The consolidated turnover of the Company has been Rs.2,55,710.75 Lakhs against Rs.1,67,207.38 Lakhs in the previous year. The EBDITA was Rs.15,113.60 Lakhs current year and Rs.12,846.58 Lakhs for the previous year.

2. Derivatives:

The turnover of the derivatives has been Rs.77,157.01 Lakhs against Rs.65,037.15 Lakhs in the previous year. The EBDITA has increased to Rs.8,898.66 Lakhs to Rs.8,354.02 Lakhs.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at Rs.199.84 Lakhs

Your directors are pleased to announce that nearly 34% of the electricity at its Ranoli unit and 10% of its power requirement at its crushing plant in Jagana, Palanpur is met by green energy produced from the wind mills.

We would also like to state that more than 95% of its steam requirement is met by using its own product Deoiled Cake, making your company an environment friendly manufacturer of environment friendly products.

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL):

During the year under review, the IAPL a material subsidiary of the Company achieved a turnover of Rs.196,456.05 Lakhs as compared to Rs.114,872.09 Lakhs in the previous year. The Profit after tax stood at Rs.1,434.14 Lakhs as against profit of Rs.1,191.45Lakhs in the previous year.

Ihsedu Coreagri Services Pvt Ltd (ICAS):

During the year under review, the ICAS a subsidiary of the Company incurred loss of Rs.3.31 Lakhs as against Loss of Rs.3.47 Lakhs in the previous year

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM):

During the year under review, the IIGCM achieved a total revenue of Rs.23.66 Lakhs as compared to Rs.24.25 Lakhs in the previous year. The profit after tax was Rs.11.34 Lakhs against profit after tax of Rs.11.26 Lakhs in the previous year

Associate Company:

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo - Japanese - Korean Joint Venture Company, and your company owns 50% equity shares. VCP''s products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review. VCP achieved a turnover of Rs.1021 lakhs as compared to Rs.797 lakhs in the previous year The Profit after tax stood at Rs.46.83 Lakhs as against loss of Rs.8.48 Lakhs in the previous year The Policy on material subsidiary is available on https://www.jayantagro.com The audited accounts of the subsidiary companies are placed on the Company''s website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 10.00 a.m. to 5.00 p.m.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiary and associate companies, which forms part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary companies in the format prescribed under Form AOC-1 is included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at wwwjayantagro.com. Further, as per the fourth proviso of the said Section, Financial Statements of each of the subsidiary companies have also been placed on the website of the Company at www. jayantagro.com. Accordingly, the said documents are not being attached to the Annual Report. Shareholders interested in obtaining a copy of the Audited Annua Financial Statements of the subsidiary companies may write to the Company Secretary and Compliance Officer As stipulated in the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulation / LODR), the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards.

12. Research and Development (R & D):

Our R & D, which is recognised by the Department of Scientific & Industrial Research (DSIR), Government of India, continues its focus on Castor Oil based products for use in wide-range of applications viz. Coatings, Polymers, Sealants, Adhesives, Polyurethane foams, Cosmetics, Lubricants, etc. Some of the recent products developed at R & D and successfully introduced into both, foreign and domestic markets, are products for flooring coatings which are water-based or with zero solvents. These products avoid the drawbacks of conventional products which emit solvents into the environment. Also new esters for use as plasticisers in PVC have been developed and successfully introduced in the market. We expect some more products to be introduced in the very near term for applications as mentioned above. The R & D continuously focusses on the improvement of quality of existing products as also improving the existing production processes

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2018 are given in the note forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the year. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. A policy on Related Party Transactions is uploaded on the Company''s website and can be accessed through the weblink https://www.jayantagro.com.

Prior Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arm''s length basis in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and the Listing Regulations.

The particulars of Contracts and Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in Form AOC-2 is not applicable.

17. Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

On December 20, 2017, Mr. Abhay V. Udeshi, resigned as the Chairman and Whole-time Director and also ceased to act as Member in various committees of the Company. On account of the said resignation, the Board of Directors appointed Mr. Jayasinh V. Mariwala as the Chairman of the Company with effect from December 20, 2017. Subsequently, on the recommendation of the Nominations and Remuneration Committee, the Board of Directors at their meetings held on February 3, 2018 appointed Mr. Abhay V. Udeshi as an Additional director and designated as Chairman & Whole-Time Director and alsojoined as member of Audit Committee, Stakeholders Relationship Committee and CSR Committees of the Company, effective from February 3, 2018. The Board of Directors expressed its gratitude to Mr. Jayasinh V. Mariwala for being the Chairman of the Company during the said time length. The Board of Directors have further recommended the appointment of Mr Abhay V. Udeshi as Chairman & Whole-time Director for a period of 5 years commencing from February 3, 2018, subject to the approval of the members at the Annual General Meeting. As required under the provisions of the Companies Act, 2013, the Company has received a Notice along with requisite deposit from the member of the Company proposing the candidature of Mr. Abhay V. Udeshi as the Director of the Company.

In accordance with the provisions of section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company

Name of KMP''s	Designation
Mr. Abhay V. Udeshi	Chairman & Whole - Time Director
Mr. Hemant V. Udeshi	Managing Director
Dr. Subhash V. Udeshi	Whole - Time Director
Mr. Varun A. Udeshi	Whole - Time Director
Mr. Vikram V. Udeshi	Chief Financial Officer
Mr. Dinesh M. Kapadia	Company Secretary

As per the provisions of the Companies Act, 2013, Dr. Subhash V. Udeshi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for consideration of members at the ensuing AGM

As per the SEBI (Listing Obligation & Disclosure Requirement) Amendment Regulation 2018, a NonExecutive director who has attained the age of seventy five years shall be appointed or his directorship be continued only after passing of special resolution by the Company. In view of the same, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee meeting held on May 30, 2018, proposes the continuity of directorship of Mr. Jayasinh V. Mariwala, Mr. Deepak V. Bhimani and Mr. Vijay Kumar Bhandari, all being Non-Executive & Independent Directors of the Company.

Necessary resolutions for appointment/ reappointment & continuity in appointment of the above mentioned Directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement and annexure to the Notice. Your Directors recommend their appointment / re-appointment and continuity in directorship.

b) Declaration of Independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder, Regulation 17(10) of the Listing Regulations and the Circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the Annual Performance of the Directors/ Board/ Committees were carried out for the Financial year 2017-18.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

d) Policy on Directors'' Appointment and Remuneration:

The Company has devised a Policy for remuneration of Directors, KMPs and other employees. The policy also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on the Company''s website https://www.jayantagro.com The policy is appended as Annexure I forming part of this report.

e) Familiarisation Programme:

The details of programs for familiarisation of Directors with the Company are put up on the website of the Company https://www.jayantagro.com

f) Number of meetings of the Board of Directors:

During the year the Board of Directors met 5 times. The details of the Board Meeting are provided in the Corporate Governance report forming part of this report.

18. Board Committees:

i) Audit Committee:

During the year under review, the Audit Committee of the Company was reconstituted on February 3, 2018 as Mr. Abhay V. Udeshi was appointed as the member of the Committee. As on March 31, 2018, the Audit Committee of the Company comprises of 5 Directors, 4 of which are Independent Directors. All members of Audit Committee are financially literate The members of the Audit Committee as on March 31, 2018 are as under;-

Mr. Jayasinh V. Mariwala	- Chairman
Mr. Vijaykumar Bhandari	- Member
Mr. Deepak V. Bhimani	- Member
Mr. Mukesh C. Khagram	- Member
Mr. Abhay V. Udeshi	- Member

All the recommendations made by the Audit Committee were accepted by the Board.

ii) Stakeholder''s Relationship Committee:

During the year under review, the Stakeholder''s Relationship Committee of the Company was reconstituted on February 3, 2018 as Mr. Abhay V. Udeshi was appointed as the member of the CommitteeThe Stakeholder''s Relationship Committee of the Company comprises of 4 Directors, namely;

Mrs. Sucheta N Shah	- Chairperson
Mr. Abhay V. Udeshi	- Member
Mr. Hemant V. Udeshi	- Member
Dr. Subhash V. Udeshi	- Member

iii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of 3 Directors, all are Independent Directors.

Mr. Jayasinh V. Mariwala	- Chairman
Mr. Deepak V. Bhimani	- Member
Mr. Mukesh C. Khagram	- Member

A detailed write up of the above committees is mentioned in the Corporate Governance section of this report.

19. Corporate Social Responsibility ("CSR"):

CSR Committee:

During the year under review. The CSR Committee of the Company was reconstituted on February 3, 2018 as Mr. Abhay V. Udeshi was appointed as the member of the Committee. Mr. Deepak V. Bhimani is the Chairman of the Committee and Mr. Abhay V. Udeshi and Mr. Hemant V. Udeshi are the other members of the Committee.

CSR Policy:

The Board of Directors, based on the recommendations of the CSR Committee, formulated a CSR Policy encompassing the Company''s philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. CSR Policy is available on web link https://www.jayantagro.com

Initiative undertaken during the Financial Year 2017-18:

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act wasRs.73 Lakhs and the Company had spent Rs.73.85 Lakhs during the current financial year. The requisite details on CSR activities pursuant to Section 135 of the Act is as per Annexure II appended to this Report.

20. Risk Management Policy:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

21. Auditors:

i) Statutory Auditors:

At the 25^th Annual General Meeting held on August 9, 2017 M/s. Vatsaraj & Co., Chartered Accountants, Mumbai (Firm''s Registration no. 111327W) were appointed as Statutory Auditors ofthe Company to hold office from the conclusion of the 25^th Annual General Meeting until the conclusion of the 30^th Annual General Meeting to be held in year 2022, subject to ratification by the Members at every Annual General Meeting on such remuneration as may be fixed by the Board in consultation with the Auditors, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

Auditors Report:

The Report given by M/s. Vatsaraj & Co., Statutory Auditors on the financial statements of the Company for the year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor:

As per the requirements of Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the Audit of the Cost Accounts relating to Chemical products is being carried out every year The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (FRN 00294) to audit the cost accounts of the Company for the financial year 2018-19 from April 1, 2018 to March 31, 2019 on a remuneration as may fixed by the Board in consultation with Cost Auditor. As required under the Act, necessary resolution seeking member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 26^th Annual General Meeting. The Cost Audit Report for financial year 2016-17 was filed within the due date and report for Financial Year 2017-18 will be filed prescribed timeline.

iii) Internal Auditor :

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with the rules made thereunder, M/s. K. C. Mehta & Co. (Chartered Accountant) conducted the Internal Audit of the Company for the financial year 2017-18. The Audit Committee at its meeting held on May 5, 2018 recommended to the Board the appointment of M/s. T P Ostwal & Associates LLP (Chartered Accountant) as the Internal Auditor of the Company for financial year 2018-19 in place ofM/s. K. C. Mehta & Co. The said proposal for appointment of M/s. T P Ostwal & Associates LLP as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. V V Chakradeo & Co., Company Secretaries (C.P No. 1705), to conduct Secretarial Audit for the financial year ended March 31, 2018.

The Secretarial Audit Report for the financial year ended March 31, 2018 issued by M/s. V V Chakradeo & Co., Company Secretaries forms part of this report and is appended as Annexure III

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

22. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

23. Extract of the Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return as on March 31, 2018 in Form No. MGT-9 is appended as Annexure IV of this report.

24. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars of the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is appended as Annexure V to this Report.

25. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as required underListing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy is available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website. (https://www.jayantagro.com).

26. Particulars of Employees

The company has 378 employees as on March 31, 2018. In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection by Members at the registered office of the Company between 10.00 a.m. to 5.00 p.m. on any working day (Monday to Friday), up to the date of the 26^th Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

27. Corporate Governance Certificate:

As per Regulation 34 (3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015, a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company''s Statutory Auditor, M/s. Vatsaraj & Co., Chartered Accountants, Mumbai confirming compliance forms an integral part of this report.

28. Directors'' Responsibility Statement:

Based on internal financial control framework put in place by the Company reviews performed by the management, reports provided by the internal, statutory cost and secretarial auditors as well as external agencies as and when required, the Board is of the opinion that the Company observed adequate and effective financial controls during the reporting period.

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthis 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 had laid down internal financial controls (as required by explanation to section 134 (5)(e) of the Companies Act, 2013) be followed by the company and that 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 were adequate and operating effectively.

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

30. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are requested to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2018 are as under-

Financial Year	Type	Unclaimed Dividend Amount as on 31-3-2018 (Rs. in Lakhs)	Due date for transfer to IEPF
2010-2011	Equity	1.53	4-Dec-18
2011-2012	Equity	1.73	2-Dec-19
2012-2013	Equity	2.14	18-Nov-20
2013-2014	Equity(Interim)	2.90	15-May-21
2013-2014	Equity (Final)	0.54	2-Dec-21
2014-2015	Equity	1.18	29-Nov-22
2015-2016	Equity	5.18	19-Nov-23
2016-2017	Equity (1st Interim)	1.70	28-Sep-23
2016-2017	Equity (2nd Interim)	1.60	24-Dec-23
2016-2017	Equity (3rd Interim)	6.31	11-Apr-24
2016-2017	Equity (Final)	0.00	14-Oct-24
2017-2018	Equity(Interim)	1.92	02-Jan-25

31. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF:

Pursuant to provision of Section 124 and 125 of the Companies Act, 2013, the unclaimed / unpaid Equity Share Dividend for F Y 2009-10 amounting to Rs.1,33,464/- which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Centra Government. Details of Investor Education and Protection Fund provided on Company''s website https://www.jayantagro. com.

32. Transfer ofShares to Investor Education and Protection Fund:

In Accordance with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under review, the Company had transferred 23,970 equity shares of face value of Rs.5 each fully paid up to Investor Education and Protection Fund Account in respect of which dividend remained unclaimed/ unpaid for a period of seven consecutive years or more. Shares which are transferred to the Demat Account of IEPF Authority can be claimed back by the shareholders from IEPF Authority by following the procedure prescribed under the IEPF Rules.

33. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year.

34. Safety and Environment :

Your Company has declared the Safety, Health and Environment Policy and continued their commitments towards safety and environment. The Committee formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on safety and environment through training program and seminars

During the year following safety program were held on the dates mentioned therein.

Fire Safety week:	14th - 20th April
Safety week:	4th March - 10th March
Environment Day:	5th June

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are BS OHSAS 18001:2007 certified.

35. Insurance:

The properties and insurable interest of your Company like Building, Plant and Machinery Stocks, etc. are properly insured.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place: Mumbai, Abhay V. Udeshi

Date: May 30, 2018 Chairman

---

Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the Twenty - Fifth (25^th)Annual Report for the financial year ended March 31, 2017 along with the Audited Financial Statement and the Auditor''s Report.

1. Financial Results: (Rs. in Lacs)

Particulars	Standalone		Consolidated
	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
Revenue from operations and other income	66,074.75	56,493.71	1,66,635.45	1,37,985.34
Profit before Depreciation & Amortization Expenses, Finance Costs and Tax	8,736.97	5,218.18	12,794.30	7,743.91
Less: Depreciation, and Amortization Expenses	780.00	872.93	1,137.82	1,157.76
Profit before Finance cost and Tax	7,956.97	4,345.25	11,656.48	6,586.15
Less: Finance Cost	1,248.47	1,162.14	3,193.85	2,807.37
Profit before Tax	6,708.50	3,183.11	8,462.63	3,778.78
Less: Provision for Tax	2,227.18	1,060.87	2,881.35	1,296.58
Add: MAT Credit Entitlement of earlier years	43.70	37.83	55.22	37.83
Profit for the year before minority interest	4,525.02	2,160.07	5,636.50	2,520.03
Less: Minority Interest	-	-	279.40	91.64
Profit After Tax	4,525.02	2,160.07	5,357.10	2,428.39
Add: Profit brought forward from the previous year	13,041.46	11,558.40	16,120.71	13,289.55
Profit available for appropriation, which is appropriated as follows:	17,566.48	13,718.47	14,363.91	12,612.53
Appropriations:
Interim Dividend	1125.00	--	1,302.10	--
Proposed Dividend	187.50	562.50	187.50	562.50
Dividend Distribution Tax	231.14	114.51	267.20	114.51
Transferred to General Reserve	-	-	-	-
Balance carried to Balance Sheet	16,022.84	13,041.46	14,363.91	12,612.53
Total	17,566.48	13,718.47	16,120.71	13,289.55
Earnings per share(EPS) (Face Value of shares Rs.5/-)	30.17	14.40	35.71	16.19

2. Overview of Financial Performance:

The Annual Report includes the Consolidated Financial Statements of the Company which include the results of the Company''s subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private Limited and Ihsedu Coreagri Services Private Limited and its share in the Associate Company Vithal Castor Polyols Private Limited. The Standalone Financial results for the year show a Total Income from operation of Rs.65,642.77 Lacs compared to Rs.56,178.63 Lacs and standalone Net Profit after tax of Rs.4,525.02 Lacs as compared to Rs.2,160.08 Lacs in the previous year and the Consolidated Financial results for the year show Total Income from operation of Rs.1,66,254.26 Lacs compared to Rs.1,37,545.25 Lacs and Consolidated Net Profit after tax of Rs.5,357.11 Lacs compared to Rs.2428.39 Lacs in the previous year.

3. Dividend:

During the year under review three interim dividends of Rs. 1.25 (25%), 1.25 (25%) and 5 (100%) each per share on 15,000,000 equity share of Rs.5/- each was paid by the Board of Directors of the Company. The Board of Directors is now pleased to recommend a final dividend of Rs. 1.25 (25%) per share on the paid up equity share capital of the Company for consideration and approval of the shareholders at the annual general meeting. With this, the total dividend for the entire year sums out to Rs. 8.75 per share (175%). The equity dividend outgo for the financial year 2016-17, inclusive of tax on distributed profits (after reducing the tax on distributed profits of Rs.36.05 Lacs on the dividend received from the subsidiary during the current Financial Year) would be Rs.1544 Lacs.

4. Transfer to Reserve:

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2017

5. Bonus Issue of Shares:

In view of the Silver Jubilee Year, The Board of Directors at their meeting held on June 16, 2017 have decided to reward the shareholders by issuing Bonus Shares in the proportion of 1 (one) Bonus Equity Share of Rs.5/- (Rupees five) each fully paid-up for every 1 (one) existing Equity Share of Rs.5/- (Rupees five) each of the Company held by the members on the Record Date to be fixed by the Board / Committee. For issuing the Bonus Shares, your Company is seeking approval of the members through Postal Ballot / e-voting. The Record Date for the issue of Bonus Shares will be fixed by the Board of Directors or Committee thereof after approval of members is obtained through Postal Ballot / e-voting.

6. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

7. State of Company’s Affair:

In order to avoid duplication and for the sake of better understanding this topic is discussed in the management discussions and analysis.

8. Credit Rating:

During the under review CRISIL Limited had upgraded ratings on you Company as follows:

Facility	Previous Rating	Upgraded Rating
Long Term Debt Rating	CRISIL BBB / Positive	CRISIL A- / Stable
Short Term Debt Rating	CRISIL A2	CRISIL A2

9. Management''s Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance:

The demand for castor oil and its products improved after witnessing some reaction to the crude oil prices in the previous year The fall in castor seed prices and reduction in volatility contributed to the rebound in demand, even as the industry started to reconcile with the lower crude prices and focused on complementary and noncompeting products.

The industry environment was more stable with the ebbing of volatility in the castor seed prices. The futures contract for castor seeds was not re-introduced till January 2017. In absence of the futures market the prices for castor seeds were more subdued and the speculative activity was almost absent. The margin for the industry normalized in this benign environment.

In January, 2017, the castor futures contract was reintroduced under the watchful eyes of SEBI on NCDEX. The move resulted in an immediate spike in the castor seed prices. SEBI has been monitoring the contract to ensure that sanctity of the contract. The depressed prices in the previous year had pushed castor seeds prices to an unattractive level for the farmers who shifted to other oil seeds and pulses. The crop for the season of 2016-17 is the lowest since 2010 and has been estimated at around 1 million tons against the previous season''s crop of 1.4 million tons. However the carry forward of the previous year''s crop is likely to offset some of the demand-supply gap. This also means that the year 2018 (Crop season 2017-18) is likely to start without any carry forward or buffer stocks. Your company believes that ample availability of castor seeds at stable and competitive prices will be essential for the future growth of the industry. We are confident that like in the past the Indian farmers will rise to the challenges to meet the global requirements for castor seeds.

Although the demand for sebacic acid was better than 2015-16, the growth in the demand for sebacic acid remains subdued and no longer witnesses the rapid growth it saw in the first decade of the millennium century. China continues to dominate the sebacic acid industry. Your company continues to make effort to improve its capacity utilization and gain a foothold in an industry dominated by China.

Your company has invested in an Indo-Japanese-Korean joint venture, Vithal Castor Polyols Pvt. Ltd. (VCP). VCP''s products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. The product mix is being realigned to adjust to the market conditions.

The demand for castor oil based products continues to see a stable growth across the world except China, where a moderation in demand is being witnessed. In the current scenario India should be able to satisfy the world demand. Your company will be keeping a close watch on the monsoon and sowing data.

(b) Opportunities & Threats:

With more than 80% of your Company''s production being exported, the state of the world economy, besides other industrial and scientific developments has an important bearing on its growth.

Your company''s products are competing with end products manufactured from crude oil and other vegetable oils. The price behavior of castor oil in relation to them is likely to have a bearing on the growth of the company

Environment being a major concern, the search for green products is likely to intensify in the future. Castor Oil being a natural, organic, renewable and bio-degradable product is gaining importance as a green product. With improved irrigation, better quality inputs and scientific farming there is a substantial scope to improve yields per hectare of castor seeds. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, inks, surface coatings, pharmaceuticals, food, engineering plastics, cosmetics, perfumeries, electrical, rubber and so on. Your company continues to endeavor to tap these opportunities by focusing on Research & Development and investing in new capacities, new technologies, new applications, and new products.

Castor Seeds continue to be a volatile raw material in terms of its price. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing States in the country, though it is a sturdy crop. The limited size of the crop makes it susceptible to speculation and wild gyration in prices. To mitigate the effect of uncertain whether the Company has laid down parameters for inventory management. The Company has proper mechanism in place to immediately respond to any unforeseen eventualities. The Company is also cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

Your company has through, "Kalyan Foundation", an trust with whom your company is associated along with its subsidiary Ihsedu Agrochem Pvt. Ltd, in conjunction with progressive farmers developed model farms for the education and development of the castor industry wherein the farms have achieved a yield of over 6 tons per hectare, which is 3 to 4 times the average yields. It is both the vision and the mission of your company to carry this productivity program developed at our agricultural universities making castor seeds farming sustainable and profitable for the farmers.

(c) Segment:

The Company is organized into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook:

The long term demand outlook for your Company''s products remains positive although the near term uncertainties remain due to the low crude oil prices. Emphasis on green eco-friendly products is likely to lead to increase in innovation of new products and uses of castor oil by the chemical industry.

Your Company continues to invest in Research & Development to tap on new growth opportunities. Your Company is also undertaking a backward integration program in order to increase the availability of castor seeds. Barring unforeseen circumstances, your Directors expect satisfactory growth.

(e) Risks and Concerns:

The Company''s products are used across geographies in a variety of industries, thereby to a great extent, mitigating the risks associated with demand for its products on a long-term basis. The price behavior of raw material depends on the weather pattern in the castor growing regions, the impact of El Nino on monsoon in these regions, global demand and inventory and prices of other oils including Crude Oil and therefore can be volatile as well as unpredictable. The Company is closely watching the development of factors affecting the castor seed prices.

The Company restricts its exposure to the price fluctuation of raw materials by limiting its unhedged exposure.

With the business of the Company growing steadily and demand for trained and experienced manpower in excess of the supply the risk of managing the people is very big. The Company has to retain its existing trained workforce and also attract new talent for its different operations. To improve the performance of the staff at work; various refresher training courses are organized to update their knowledge with the latest technologies and management ideas.

The demand for castor oil and its products is dependent on the overseas markets as more than 80% of the industries production is exported. The threat of new entrants and competition due to aggressive trading policies adopted by them continue to be of concern.

The Company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession / slowdown in the industry

Unrestricted speculation and high volatility due to trading in commodity exchange could have a negative effect on the growth of the industry

Your Company has been engaged in several legal cases in connection with or incidental to its business operations. These include service, excise and customs cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in the respective areas. Your Board believes that the outcome of these cases is unlikely to cause a material adverse effect on the company''s profitability or business performance.

Your Company has a contingent liability of Rs.170.27 Lacs as on March 31, 2017 Attention of the shareholders is drawn to the explanations mentioned in point no. 32 of the Notes to Financial statements forming integral part of the balance sheet as on March 31, 2017. In view of the present status and based on legal advice received, your Board of Directors are of the opinion that no provision is required to be made against these contingent liabilities as of now.

Forward Looking Statement:

This report contains forward looking statements that are based on our current expectations, assumptions, estimates and projections. We have tried, wherever possible to identify such statements by using words such as anticipates, estimates, expects, plans, believes and words of similar substance in connection with any discussion of future performance. Stakeholders are urged to pay careful attention to the risk factors described in this report. One or more of these risks could have an adverse effect on the Company or its group Companies activities, conditions, financial results. Furthermore, other risks not yet identified or considered as not material by the group could have the same adverse effect. All the forward looking statement included in this report are based on information available to us on the date of issue of this report. The Company do not undertake to update the said statements to reflect the future events or circumstances unless required under the statue.

Awards and Recognition:

Your Company and its subsidiary Ihsedu Agrochem Private Limited were awarded with the "Award of Excellency" and "Trishul Award" respectively, by CHEMEXCIL (Basic Chemicals Pharmaceuticals & Cosmetics Export promotion council) for the outstanding export performance for the year 2015-16.

10. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There has been no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance / Financial Position of each of subsidiaries / associates /joint venture companies as included in the consolidated financial statements: The Company (including its subsidiaries and associates) operates in three segments: 1. Consolidated Results :

The consolidated turnover of the Company has been Rs.1,66,635.45 Lacs against Rs.1,37,545.25 Lacs in the previous year. The EBDITA was Rs.12,794.30 Lacs current year and Rs.7,743.91 Lacs for the previous year. Depreciation has been computed in accordance with the Companies Act, 2013 and the estimate of the useful life is made by the management and certified by a Chartered Engineer

2. Derivatives:

The turnover of the derivatives has been Rs.64,716.09 Lacs against Rs.53,859.27 Lacs in the previous year. The EBDITA has increased to Rs.8,146.96 Lacs to Rs.4,714.47 lacs.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at Rs.250.31 Lacs

Your directors are pleased to inform that nearly 50% of the electricity at the Ranoli unit and 10% of the power requirement at the crushing plant in Jagana, Palanpur is met by green energy produced from the wind mills.

We would also like to state that more than 95% of the steam requirement is met by using own product De-oiled Cake, making your company an environment friendly manufacturer of environmentally friendly products.

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL):

During the year under review, IAPL a material subsidiary of the Company achieved a turnover of Rs.114,680.34 Lacs as compared to Rs.87,591.52 Lacs in the previous year The Profit after tax stood at Rs.1,112.08 Lacs as against profit of Rs.351.11 Lacs in the previous year

Ihsedu Coreagri Services Pvt Ltd (ICAS):

During the year under review, ICAS a subsidiary of the Company incurred loss of Rs.3.47 Lacs as against Loss of Rs.3.33 Lacs in the previous year

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM):

During the year under review, IIGCM achieved a turnover of Rs.16.95 Lacs as compared to Rs.22.50 Lacs in the previous year The profit after tax was Rs.6.21 Lacs against profit after tax of Rs.10.53 Lacs in the previous year

Associate Company:

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo - Japanese - Korean Joint Venture Company, and your company owns 50% equity shares. VCP''s products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review, VCP achieved a turnover of Rs.7.97 Crores and incurred a loss of Rs.13.37 lacs.

The Policy on material subsidiary is available on weblink https://www.jayantagro.com/investor/corporate-announcements/6/.

The audited accounts of the subsidiary companies are placed on the Company''s website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 10.00 a.m. to 5.00 p.m. except Saturday.

12. Research and Development (R & D):

The Companies in-house Research and Development received the renewal of recognition from the Department of Scientific & Industrial Research (DSIR), Government of India, up to March 31, 2019. The R&D continues its focus on Castor

Oil based products for use in wide-range of applications viz. Coatings, Polymers, Sealants, Adhesives, Polyurethane foams, Cosmetics, Lubricants, etc. The R & D also is improving the quality of existing products by increasing the purities whereby these products will have openings in new applications. The R&D is also closely working with the production to improve the processes leading to higher yields & efficiencies. Your Company is also working on the development of Castor Seed hybrids and Castor cake derived organic fertilizers for various crops.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2017 are given in the notes 10 & 11 forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year 2016-17 were on arm''s length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the year. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. A policy on Related Party Transactions is uploaded on the Company''s website and can be accessed through the weblink https://www. jayantagro.com/investor/corporate-announcements/6/.

Prior Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arm''s length basis in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. ( the Listing Regulations / the LODR).

The particulars of Contracts and Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in Form AOC-2 is not applicable.

17. Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

Key Managerial Personnel (KMP):

In accordance with the provisions of section 203 of the Companies Act, 2013, the following are designated as the Key Managerial Persons (KMP) of the Company:

Name of KMP''s	Designation
Mr Abhay V. Udeshi	Chairman & Whole - Time Director
Mr Hemant V. Udeshi	Managing Director
Dr Subhash V. Udeshi	Whole - Time Director
Mr Varun A. Udeshi	Whole - Time Director
Mr Vikram V. Udeshi	Chief Financial Officer
Mr Dinesh M. Kapadia	Company Secretary

There has been no change in the KMP''s during the year under review.

Directors:

As per the provisions of the Companies Act, 2013, Mr. Varun A. Udeshi retires by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

b) Declaration of Independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the Listing Regulation.

c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules made there under, Regulation 17(10) of the Listing Regulations and the Circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the Annual Performance of the Directors/ Board/ Committees was carried out for the financial year 2016-17.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

d) Policy on Directors'' Appointment and Remuneration:

The Company has devised a Policy for remuneration for the Directors, KMPs and other employees. The policy also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on the Company''s website under the weblink https://www.jayantagro.com/ investor/corporate-announcements/6/

e) Familiarization Programme:

The details of programs for familiarization of Directors with the Company are put up on the website of the Company https://www.jayantagro.com/investor/corporate-announcements/6/

f) Number of meetings of the Board of Directors:

During the year the Board of Directors met 4 times. The details of the Board Meeting are provided in the Corporate Governance report on page no. 36

18. Board Committees:

i) Audit Committee:

The Audit Committee of the Company comprises of 5 Directors, 4 of which are Independent Directors. The members of the Audit Committee are:-

Mr Jayasinh V Mariwala	- Chairman
Mr Vijaykumar Bhandari	- Member
Mr Deepak V. Bhimani	- Member
Mr Mukesh C Khagram	- Member
Mr Abhay V. Udeshi	- Member

All the recommendations made by the Audit Committee were accepted by the Board.

ii) Stakeholder''s Relationship Committee:

The Stakeholder''s Relationship Committee of the Company comprises of 4 Directors, namely;

Mrs. Sucheta N Shah	- Chairperson
Mr. Abhay V. Udeshi	- Member
Mr. Hemant V. Udeshi	- Member
Dr. Subhash V. Udeshi	- Member

iii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of 3 Directors, all are Independent Directors.

Mr. Jayasinh V. Mariwala	-	Chairman
Mr. Deepak V. Bhimani	-	Member
Mr. Mukesh C. Khagram	-	Member

A detailed write up of the above committees is mentioned in the Corporate Governance section of this report. The Nomination and Remuneration Policy is appended as Annexure I to this Report

19. Corporate Social Responsibility ("CSR"):

CSR Committee:

Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Mr. Deepak V. Bhimani is the Chairman of the Committee and Mr. Abhay V. Udeshi and Mr. Hemant V. Udeshi are the other members of the Committee.

CSR Policy:

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company''s philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large CSR Policy is available on web link https://www.jayantagro.com/investor/ corporate-announcements/6/

Initiative undertaken during the Financial Year 2016-17:

The amount required to be spent on CSR activities during the year under review in accordance with the provisions of Section 135 of the Act was Rs.49.00 Lacs and the Company had spent Rs.51.81 Lacs during the current financial year. The requisite details on CSR activities pursuant to Section 135 of the Act is appended as Annexure II to this Report.

20. Risk Management Policy:

The Company has a robust Risk Management framework to identify evaluate business risks and opportunities. This framework seeks to create transparency minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

21. Auditors:

i) Statutory Auditors:

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. T P Ostwal & Associ ates LLP Chartered Accountants, Mumbai, (Firm Regn. No. 124444W/ W100150), as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company. The Board of Directors of the Company at their meeting held on June 16, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. Vatsaraj & Co. LLP Chartered Accountants (ICAI Registration No-111327W), as the Statutory Auditors of the Company subject to the approval by the Members at the 25^th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. Vatsaraj & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company subject to ratification of their appointment by the members at every Annual General Meeting and fix their remuneration, pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 25^th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under

Auditors Report:

The Report given by M/s. T P Ostwal & Associates LLP, Statutory Auditors on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor:

As per the requirements of Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the Audit of the Cost Accounts relating to Chemical products is being carried out every year. The Board of Di rectors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, (FR No. 00294) Mumbai to audit the cost accounts of the Company for the financial year 2017

18 from April 1, 2017 to March 31, 2018 on a remuneration as may fixed by the Board in consultation with Cost Auditor As required under the Act, necessary resolution seeking member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 25^th Annual General Meeting. The Cost Audit Report in respect of Financial Year 2016-17 will be filed within stipulated time.

iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board had appointed M/s. V V Chakradeo & Co., Company Secretaries (C.P. No. 1705), to conduct Secretarial Audit for the financial year ended March 31, 2017.

The Secretarial Audit Report for the financial year ended March 31, 2017 issued by M/s. V V Chakradeo

& Co., Company Secretaries forms part of this report as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

22. Extract of the Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return as on March 31, 2017 in Form No. MGT-9 is attached herewith as Annexure IV and forms part of this report.

23. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars of the conservation of energy technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as required under the Listing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy is available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company.

25. Particulars of Employees

The Company has 367 Employees as on March 31, 2017. In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection by Members at the registered office of the Company Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

26. Corporate Governance Certificate:

As per Regulation. 34 (3) read with Schedule V of the Listing Regulations a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company''s Statutory Auditor, M/s. T P Ostwal & Associates LLP Chartered Accountants, Mumbai confirming compliance forms an integral part of this report.

27. Directors'' Responsibility Statement:

Based on internal financial control framework put in place by the Company reviews performed by the management, reports provided by the internal, statutory cost and secretarial auditors as well as external agencies as and when required, the Board is of the opinion that the Company observed adequate and effective financial controls during the reporting period.

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that—

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; and

(e) The Directors had laid down internal financial controls (as required by explanation to section 134 (5) (e) of the Companies Act, 2013) be followed by the company and that such internal financial controls are adequate and are operating effectively

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

28. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

29. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF:

Pursuant to provision of Section 124 and 125 of the Companies Act, 2013, the unclaimed / unpaid Equity Share Dividend for financial year 2008 - 09 amounting to Rs.3,08,390/- which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of Investor Education and Protection Fund provided on Company''s website under the web link https://www. jayantagro.com/investor/unclaimed-dividend/5/

30. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2017 is as under-

Financial Year	Type	Unclaimed Dividend Amount as on 31-3-2017 (Rs. in lacs)	Due date for transfer to IEPF
2009-2010	Equity	1.36	23-Nov-17
2010-2011	Equity	1.60	4-Dec-18
2011-2012	Equity	1.81	2-Dec-19
2012-2013	Equity	2.22	18-Nov-20
2013-2014	Equity (Interim)	2.97	15-May-21
2013-2014	Equity (Final)	0.56	2-Dec-21
2014-2015	Equity	1.24	29-Nov-22
2015-2016	Equity	5.29	19-Nov-23
2016-2017	Equity (1st Interim)	1.75	28-Sep-23
2016-2017	Equity (2nd Interim)	1.67	24-Dec-23
2016-2017	Equity (3rd Interim)	0.00	11-Apr-24

31. Transfer of Shares to Investor Education and Protection Fund:

During the year under review, the Ministry of Corporate Affairs (MCA) notified the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which directed inter alia specifies the procedure, timeline and the manner in which shares are to be transfer to IEPF fund in respect of the dividend which remained unclaimed/ unpaid for a period of seven consecutive years. In compliance of the said rules the Company has published notice on newspaper and has sent individual notice to the concerned shareholders. However MCA extended the timeline for Transfer of Shares to the IEPF till May 31, 2017 by virtue of modification to the rules dated February 28, 2017. The said extension was also duly communicated by the Company to its shareholders through news paper advertisement on the May 16, 2017, the MCA, further issued a circular and has informed that the said IEPF rules stands withdrawn and that fresh instructions on the same would be issued later Subsequent to this, the MCA vide its circular dated May 29, 2017 reaffirmed the due date for transfer of share to IEPF as May 31, 2017.

In view of the above direction, the Company will initiate the required steps for transferring the shares with IEPF authority.

32. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year

33. Safety and Environment :

Your Company has declared the Safety Health and Environment Policy and continued their commitments towards safety and environment. The Committee formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on safety and environment through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

Fire Safety week:	14th - 20th April
Safety week:	4th March - 10th March
Environment Day:	5th June

I he Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are BS OHSAS 18001:2007 certified.

34. Insurance:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

35. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place: Mumbai, Abhay V. Udeshi

Date: June 16, 2017 Chairman

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty-second Annual Report along with the Audited Statement of Accounts and Auditors'' Report for the year ended March 31, 2014

FINANCIAL RESULTS:

'' In Lacs

Particulars 2013-2014 2012-2013

Revenue from operations and other income 67,518.40 122,821.24

Profit before Depreciation & Amortisation Expenses, Finance Cost and Tax 7,826.13 7,438.26

Less: Depreciation and Amortisation Expenses 974.79 910.04

Profit before Finance Cost and Tax 6,851.34 6,528.22

Less: Finance Cost 2,172.20 2,720.52

Profit before Tax 4,679.14 3,807.70

Less: Provision for Tax 947.53 1,034.48

Profit After Tax 3,731.61 2,773.22

Add: Profit brought forward from the previous year 7,733.67 5,597.95

Profit available for appropriation, which is appropriated as follows: 11,465.28 8,371.17

Appropriations:

Interim Dividend 375.00 --

Proposed Dividend 75.00 337.50

Dividend Distribution Tax 8.07 --

Transferred to General Reserve 400.00 300.00

Balance carried to Balance Sheet 10,607.21 7,733.67

Total 11,465.28 8,371.17

Earnings per share(EPS) (Face Value of shares Rs. 5/-) 24.88 18.49

DIVIDEND:

Your Company paid an interim dividend of '' 2.50 per share on 15,000,000 Equity Shares of nominal value of '' 5/- each aggregating to '' 375.00 lacs in the month of March 2014. The Board has recommended a dividend of 50 paise per share on 15,000,000 Equity Shares of nominal value of '' 5/- each, amounting to '' 0.75 lacs and the total outgo, including dividend distribution tax, will be '' 83.07 lacs

TRANSFER TO RESERVE:

The Company proposes to transfer '' 400.00 lacs to the General Reserve Account out of the amount available to appropriations and an amount of '' 10,607.21 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company''s sales turnover during the year under report was '' 65,281.41 lacs against the sales of '' 122,379.71 lacs during the previous year, a decrease of 46.66 %. The Profit after tax (including one time dividend received from Ihsedu Agrochem Pvt. Ltd.) was '' 3,731.60 lacs as compared to '' 2,773.22 lacs. Profit on consolidated basis increased from '' 3,624.18 lacs to '' 4,058.59 lacs. (increase by 12%).

BUSINESS PROSPECTS:

The uncertainty of monsoon is a key concern for the castor seed crop. The impact of El- Nino and threat of drought is still a concern in many states. The rainfall in the castor growing region of Banaskantha is way below its average at this moment. The castor oil industry will be keenly watching the development of the monsoon in the key castor seeds growing region. The demand of castor oil in China is subdued due to fall in international demand for Sebacic Acid. This, along with the estimates of the crop will be watched closely by the industry to estimate the demand- supply position of Castor Seeds.

Your Company has invested in the Sebacic Acid manufacturing plant. However, due to a global slump in demand the Company''s Sebacic Acid plant utilization has been curtailed. Your Company is keenly watching the development in Sebacic Acid consumption and expects a meaningful recovery and growth in Sebacic Acid demand in near future.

JOINT VENTURES:

During the year under review, your Company has entered into a Joint Ventures with Arkema, Asie SAS a global chemical company and the largest consumer of Castor Oil, who have invested to take a stake of 24.9% in our subsidiary Ihsedu Agrochem Pvt. Ltd thereby bringing down Jayant Agro-Organics Ltd. stake to 75.1%. This joint venture will help your Company to further strategically align and consolidate its position in the castor oil market as a leading, consistent and reliable supplier in the global castor oil market.

During the year under review, your Company also formed another Joint Venture, Vithal Castor Polyols Pvt. Ltd. Equity Participation of Jayant Agro-Organics Ltd - (50%) with Mitsui Chemicals Inc., Japan (40%) and Itoh Oil Chemicals Co. Ltd., Japan (10%). The company will focus on manufacturing green chemicals.

RESEARCH & DEVELOPMENT:

The Company''s R & D will now be carried out on three times the floor area, with the shifting of the Administrative Office to Lower Parel. It is anticipated that the R & D activity will be accelerated and many new products will be made ready for commercialization through Company''s production and marketing activities. As you are aware, the Company''s R & D is focused on the development of castor-based value-added products, together with process improvements and application development. These activities will result in increasing the product margins, improving the product quality, reducing wastages and improving sustainability. The products under development have diverse applications in cosmetics, plastics, lubricants, food, polymers, coatings, inks, sealants, agrochemicals, pharmaceuticals, etc.

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety, Health and Environment Policy and continued their commitments towards safety and environment. The Committees formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on safety and environment through training program and seminars.

During the year following safety program where held on the dates mentioned therein.

On site / off site Emergency Plan 03.04.2013

Fire Safety Day 20.04.2013

First Aid Training 17.12.2013

Safety Day Program 11.03.2014

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.The Ranoli Unit has achieved the ISO 14001 certification.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company, as has always been aware of its responsibilities as a socially responsible Corporate, making investments in health, safety and environment management. Your Company is in the process of further strengthening in effectively utilizing its current resources.

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee comprising of Directors viz. Mr. Deepak V. Bhimani Chairman, Mr. Abhay V. Udeshi and Mr. Hemant V. Udeshi as its members.

DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, Dr. Subhash V. Udeshi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. Jayasinh V. Mariwala, Mr. Deepak V. Bhimani, Mr. Vijay Kumar Bhandari and Mr. Mukesh C. Khagram as an Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is require to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

In order to comply with Section 152 of the Companies Act, 2013, Dr. Subhash V. Udeshi and Mr. Abhay V. Udeshi, Whole-time Directors have been classified as Directors liable to retire by rotation, subject to shareholders approval at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs (MCA), vide its Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company from attaching the Balance Sheet of the Subsidiary Companies to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the statement of Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. We have given the required information on Subsidiary Companies in this Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be uploaded on the Company''s Website viz. www.jayantagro. com and will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IAPL)

During the year under review, IAPL a subsidiary of the Company, achieved a turnover of '' 93,137.51 lacs as compared to ''88,371.96 lacs in the previous year. The profit after tax is '' 321.80 lacs against '' 852.58 lacs in the previous year.

During the year ended March 31, 2014, IAPL has declared an Interim Dividend of '' 27.28 per equity shares and Final Dividend of 50 paise per equity share of '' 10/- each.

Ihsedu Coreagri Services Pvt. Limited ( ICAS)

During the year under review, ICAS a wholly owned subsidiary of the Company achieved a turnover of '' 126.33 lacs as compared to '' 71.10 lacs in the previous year. The loss for the year is '' 2.95 lacs against loss of '' 7.34 lacs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

During the year under review, IIGCM a subsidiary of the Company achieved a turnover of '' 8.25 lacs as compared to '' 5.97 lacs in the previous year. The profit after tax is '' 8.12 lacs against profit of '' 5.72 lacs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

M/s. T.P. Ostwal & Associates, Chartered Accountants, (Firm Registration No. 124444W) who are the Statutory Auditors of the Company hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to re-appoint M/s. T P Ostwal & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the Twenty-fifth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

COST AUDIT:

The Board of Directors of the Company appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditor of the Company for the year ended March 31, 2014. The Audit report of the cost accounts of the Company for the year ended March 31, 2014 will be submitted to the Central Government in due course.

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

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this Report as Annexure "A".

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

As required under the Listing Agreement with the Stock Exchanges, reports on Corporate Governance as well as Management Discussion and Analysis are attached and forms part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act, 1956:-

i) that in the preparation of the annual accounts, for the year 2013-2014 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and the profit of the Company for the said financial year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A (5) of the Companies Act, 1956, the Preference Dividend for F.Y.

2005-06 amounting to '' 24,609.00 and Equity Dividend for F.Y. 2005-06 amounting to '' 2,41,983.00 which remained unclaimed for the period of seven years has been transferred by the Company on November 26, 2013 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205 C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2014 is as under:

INDUSTRIAL RELATIONS:

The Relations between the Employees and the Management have remained cordial during the year.

INSURANCE:

The properties and insurable risks of your Company like Building, Plant and Machinery, Stocks etc. are adequately insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd, Oriental Bank of Commerce, and ICICI Bank Ltd, Ministry of Commerce & Industry, Government of India, State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli & Dhanora Panchayat. Also, we would like to thank our employees for their hardwork and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place: Mumbai, ABHAY V. UDESHI

Date: July 5, 2014 CHAIRMAN

---

Mar 31, 2013

The Directors are pleased to present the Twenty first Annual Report along with the Audited Statement of Accounts and Auditors'' Report for the year ended March 31, 2013.

FINANCIAL RESULTS:

(Rs.in lacs)

Particulars 2012-2013 2011-2012

Revenue from operations and other income 122,821.24 166,834.18

Profit before Depreciation & Amortisation Expenses,

Finance Costs and Tax 7,438.26 6,861.73

Less: Depreciation and Amortisation Expenses 910.04 448.03

Profit before Finance Costs and Tax 6,528.22 6,413.70

Less: Finance Costs 2,720.52 3,104.16

Profit before Tax 3,807.70 3,309.54

Less: Provision for Tax 1,034.48 1,112.02

Profit After Tax 2,773.22 2,197.52

Add: Profit brought forward from the previous year 5,597.95 3,946.80

Profit available for appropriation, which is appropriated as follows: 8,371.17 6,144.32

Appropriations:

Proposed Dividend 337.50 300.00

Corporate Dividend Tax on Proposed Dividend 26.37

Transferred to General Reserve 300.00 220.00

Balance carried to Balance Sheet 7,733.67 5,597.95

Total 8,371.17 6,144.32

Earnings per share(EPS) (Face Value of shares ?5/-) 18.49 14.65

DIVIDEND:

The Board has recommended a Dividend of ?2.25 per share on 15,000,000 Equity Shares of nominal value of ?5/- each, amounting to ?337.50 lacs .

TRANSFER TO RESERVE:

The Company proposes to transfer ?300.00 lacs to the General Reserve Account out of the amount available to appropriations and an amount of 7,733.67 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company''s Sales turnover during the year under report was ? 122,379.71 lacs against? 166,242.14 lacs during the previous year, decrease of 26.38%. Profit after tax has increased by ?575.70 lacs i.e. by 26.20% as compared to the previous year. The drop in turnover was due tothe drop in the prices of raw material and the consequent change in pricing of the finished goods and the conscious approach by your Company to focus on value added derivatives while the commodity business of castor oil is undertaken by the subsidiary. Your Directors believe that this strategy will help in improving the performance and value of the Company as a specialty oleo-chemicals company.

BUSINESS PROSPECTS:

Although your Company''s products have usage in a wide range of industries, the immediate growth prospects could be affected in case of a global slowdown. In the long run, the products being bio-degradable & from a renewable resource will have an edge over many of the competing petroleum products. Subject to unforeseen circumstances, the current year''s outlook for business appears stable for your Company.

JOINT VENTURE:

The Company has entered into a joint venture agreement with Arkema, a global chemical company to form a strategic joint venture through the Company''s wholly owned subsidiary, IhseduAgrochem Private Limited (IHSEDU). The joint venture, which is valued at over Rs.22,000 lacs will be focused on manufacturing various industrial and specialty grades of castor oil. Arkema will acquire around 25% equity stake in IHSEDU.

Through this joint venture with Arkema, which is the largest consumer of castor oil, the Company and its subsidiary IHSEDU will further consolidate their position in the castor oil market as a leading, consistent and reliable supplier to the world market. As part of the joint venture arrangement, IHSEDU will exclusively focus on manufacturing and sales of all grades of castor oil and the Company will exclusively focus on manufacturing and sales of value added castor oil products.

RESEARCH & DEVELOPMENT:

The Company''s R & D is focused on the development of castor-based, value added products. The R & D Centre is continuously developing innovative products & processes aimed at meeting the green chemistry principles. Many of the newly developed products are being exported to many countries of the world besides being consumed in the domestic market where these products serve as import substitutes. Some of the product applications are in high- performance coatings, polymer modifiers, solubilizers, emulsifiers etc. The R & D Centre is also working on improving the existing production processes so as to improve the product yields, quality, process, energy efficiency, safety, etc.

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety, Health and Environment Policy and continued their commitment towards safety and environment. The Committees formed for this purpose have continued to educate and motivate the employees on various aspects on Safety and Environment through training programme and seminars such as,

i) Annual Fire and Mock Drill held on April 14, 2012

ii) Tree Plantation on World Environment day on June 5, 2012

iii) Training Programme on First Aid held from August 28, 2012 to August 29, 2012

iv) Training Programme on use of Fire Extinguishers and First Aid Treatment, in the event of an accident, held on December 15, 2012

v) Safe Operating Procedure held on February 2, 2013

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

CORPORATE SOCIAL RESPONSIBILITY:

Your Companyhas always been aware of its responsibilities in health, safety and environment management, and is in the process of further strengthening its current resources.

DIRECTORS:

The Board wishes to inform with profound grief, the sad demise of Mr. Vithaldas G. Udeshi, a Promoter, Director and the Chairman of the Company on April 14, 2013. Mr. Vithaldas G. Udeshi was associated with the Company since its inception. The Board places on record its sincere appreciation of the invaluable and active contribution made by Mr. Vithaldas G. Udeshi in progress of the Company.

Mr.Abhay V. Udeshi, Whole-time Director of the Company, was elevated as the Chairman of the Board, and designated as Chairman and Whole-time Director of the Company, w.e.f. May 13, 2013.

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr. Vijay Kumar Bhandari, and Mr.Mukesh C. Khagram, Directors, are retiring by rotation and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs(MCA), vide its Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. As required under the circular, the board of Directors has, at its meeting held on May 30, 2013, passed a resolution giving the consent for not attaching the Balance Sheet of the subsidiary companies. We have also given the required information on subsidiary companies in this Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be uploaded on the Company''s Website viz. www.jayantagro.com and will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, the IHSEDU a wholly owned Subsidiary of the Company achieved a turnover of| Rs.88,371.96 lacs as compared to Rs.91,927.52 lacs in the previous year. The profit after tax is Rs.852.58 lacs against Rs.920.06 lacs.in the previous year.

During the year ended March 31, 2013, IHSEDU has declared and paid an interim Dividend of Rs.2.90 per equity shares and recommended a final Dividend of Rs.6.14 per equity share of Rs.10/- each.

Ihsedu Coreagri Service Pvt.Limited (ICAS).

During the year under review, the ICAS a Subsidiary of the Company achieved a turnover of Rs.71.10 lacs as compared to Rs.4,907.43 lacs in the previous year. The loss for the year is Rs.7.25 lacs against Profit before tax of Rs.27.72 lacs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

IIGCM has started its business activities and achieved a revenue of Rs.16.32 lacs and the Profit after tax is Rs.5.72 lacs.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T.P. Ostwal & Associates, Chartered Accountants, (Registration No. 124444W) the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224 (1B) of the Companies Act,1956.

COST AUDITOR:

As per the requirements of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the Cost Accounts relating to Castor oil and Castor oil Derivatives is being carried out. The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, for the year 2012-13, from April 1, 2012 to March 31, 2013 for which necessary approval from the Central Government has been received.

The Cost Audit Report in respect of financial year 2012-13 will be filed on or before the due date i.e. September 27, 2013

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

As per Clause 49 of the Listing Agreements with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS'' RESPONSIBILITY STATEMENT:

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act 1956:- i) that in the preparation of the annual accounts, for the year 2012-2013 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit of the Company for the said financial year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, the Preference dividend for F.Y. 2004- 05 amounting to Rs.17,792.00 and Equity Dividend for F.Y. 2004-05 amounting to Rs.201,160.00 which remained unclaimed for the period of seven years has been transferred by the Company on October 31, 2012 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205 C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2013 is as under:-

Financial Year Type Unclaimed Dividend Due date for Amount as on transfer to IEPF 31-3-2013 (Rs. in lacs)

2005-2006 Equity 2.42 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.20 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.50 20-11-2015

2007-2008 Preference 3.84 14-06-2015

2008-2009 Equity 3.26 02-11-2016

2009-2010 Equity 1.56 24-11-2017

2010-2011 Equity 1.89 05-12-2018

2011-2012 Equity 2.05 30-11-2019

INDUSTRIAL RELATIONS:

The Company continues to place significant importance on its Human Resources and enjoys cordial relations at all levels.

INSURANCE:

The assets of your Company like Buildings, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the wholehearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd, Oriental Bank of Commerce, DBS Bank Limited and ICICI Bank Ltd.; Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli and DhanoraPanchayats. We would like to thank our employees for their hardwork and our shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place : Mumbai, ABHAY V. UDESHI

Date : May 30, 2013 Chairman

---

Mar 31, 2012

The Directors are pleased to present the Twentieth Annual Report along with the Audited Statement of Accounts and Auditors' Report for the year ended March 31, 2012

FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2011-2012 2010-2011

Revenue from operations and other income 166,834.18 114,462.89

Profit before Finance Costs, Depreciation, Amortisation Expenses, Exceptional Items and Tax 6,953.53 4,908.92

Less: Depreciation, and Amortisation Expenses 448.03 268.52

Profit before Finance costs. Exceptional Items and tax 6,505.50 4,640.40

Less: Finance Costs 3,104.16 2,023.45

Profit before Tax and Exceptional Items 3,401.34 2,616.95

Less : Exceptional Items 90.89 6.21

Profit before Tax 3,310.45 2,610.74

Less: Provision for Tax 1,112.93 836.73

Profit After Tax 2,197.52 1,774.01

Add: Profit brought forward from the previous year 3,946.80 2,652.32

Profit available for appropriation, which is appropriated as follows: 6,144.32 4,426.33

Appropriations:

Proposed Dividend 300.00 262.50

Corporate Dividend Tax on Proposed Dividend 26.37 39.03

Transfer to General Reserve 220.00 178.00

Balance carried to Balance Sheet 5,597.95 3,946.80

Total 6,144.32 4,426.33

Earnings per share (EPS) (Face Value of shares Rs. 5/- each) 14.65 11.83

DIVIDEND:

The Board has recommended a Dividend of Rs. 2/- per share on 15,000,000 Equity Shares of nominal value of Rs. 5/- each, amounting to Rs. 300 lacs and the total outgo, including dividend distribution tax, will be Rs. 326.37 lacs.

TRANSFER TO RESERVE:

The Company proposes to transfer Rs. 220.00 lacs to the General Reserve Account out of the amount available for appropriation and an amount of Rs. 5,597.95 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company's sales turnover during the year underreport was Rs. 166,242.14 lacs against the sales ofRs. 114,265.26 lacs during the previous year, an increase of 45.49 %. Profit after tax has increased by Rs. 423.51 lacs i.e. by 23.87% as compared to the previous year.

BUSINESS PROSPECTS:

Your Company has shown satisfactory performance during the first quarter of the current year, with a record crop of 1.6 million MT. Your Directors feel that the performance for the year should be satisfactory.

RESEARCH & DEVELOPMENT:

The In-house R & D, recognized by DSIR. Govt, of India, is continuously developing new products and thus contributing to the list of value added products of the company. Some of the recently developed bio-based products are finding applications as plasticizers, lubricants, polymer pre-cursors and surfactants, resins for coatings, etc. These products being bio-based, are expected to have long-term sustainability. The R & D is also working on quality & process improvements for existing products of the company. The company has also sponsored projects at Institute of Chemical Technology (earlier known as UDCT), Mumbai for development of new castor derivatives

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety Health and Environment Policy and continued their commitments towards safety and environment. The Committees formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on Safety and Environment through training programme and seminars. National Safety Week from March 4, 2012 to March 11, 2012, and Safety Day on March 10, 2012 were observed and various programmes and competitions were held.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

CORPORATE SUSTAINABILITY:

Your Company, as has always been aware of its responsibilities as a good citizen in health, safety and environment management and is in the process of further strengthening its current resources.

DIRECTORS:

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr. Jayasinh V. Mariwala and Mr. Deepak V. Bhimani are retiring by rotation and being eligible offer themselves for re-appointment.

HOLDING COMPANY:

Jayant Finvest Limited being a part of Promoter Group, held 5,628,519 fully paid up equity shares as on March 31, 2011 (aggregating to 37.52% of the paid-up share capital) of your Company and it acquired additional 1,922,871 fully paid up equity shares of the Company during the financial year ended March 31, 2012. Consequent to such acquisition, its aggregate shareholding in the Company increased to 7,551,390 fully paid up equity shares i.e. 50.34% of the paid-up share capital of the Company and thus Jayant Finvest Limited became the Holding Company of your Company w.e.f. March 28, 2012.

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs (MCA), vide its Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. As required under the circular, the board of Directors has, at its meeting held on August 4, 2012, passed a resolution giving the consent for not attaching the Balance Sheets of the subsidiary companies. We have also given the required information on subsidiary companies in this Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be uploaded on the Company's Website viz. www.jayantagro.com and will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, IHSEDU a wholly owned Subsidiary of the Company achieved a turnover of Rs. 91,932.58 lacs as compared to Rs. 29,806.24 lacs in the previous year. The profit after tax increased to Rs. 920.06 lacs against Rs. 697.29 lacs in the previous year.

During the year ended March 31, 2012, IHSEDU has declared a Dividend of Rs. 2.50 per equity share of Rs. 10/- each.

Ihsedu Speciality Chemicals Pvt. Limited (ISCPL)

The Hon'ble High Court of Bombay vide its order dated July 6,2012 sanctioned the "Scheme of Amalgamation"of ISCPL, a wholly owned subsidiary of the Company with the Company. The "Appointed Date" is October 1, 2011. Thus, from this date ISCPL stands amalgamated with the Company and the legal entity of ISCPL stands dissolved without winding up. Further, the entire business undertaking of ISCPL gets transferred to and vested in the Company.

Ihsedu Coreagri Service Pvt. Limited (ICAS)

During the year under review, ICAS has extended services to improve yield and reduce cost by providing scientific methods and input.

During the year under review, the ICAS a Subsidiary of the Company achieved a turnover of Rs. 4,907.43 lacs as compared to Rs. 6,340.39 lacs in the previous year. The profit before tax is Rs. 27.72 lacs against Profit of Rs. 29.08 lacs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

During the year under review, your Company has invested further a sum of Rs. 6,500,000/- by way of subscribing 650,000 equity shares of Rs. 10/- each and Itoh Oil Chemicals Co. Ltd., Japan, has also Invested a sum of Rs. 5,000,000/- by way of subscribing 500,000 equity shares of Rs. 10/- each in the capital of IIGCM.

IIGCM has not yet started its business activities.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T. P. Ostwal & Associates, Chartered Accountants, (Registration No. 124444W) the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224 (IB) of the Companies Act,1956

APPOINTMENT OF COST AUDITORS:

In terms of the MCA Circular No. 52/26/CAB-2010 dated January 24, 2012 the Company is now required to carry out Cost Audit effective from April 1, 2012 and to comply the requirements, the Board of Directors has appointed

M/s. Kishore Bhatia & Associates, Cost Auditors holding Firm Registration No. 00294 to carry out Cost Audit of the Company for the financial year 2012-13 and their appointment has been approved by the Central Government, Ministry of Corporate affairs. New Delhi.

The Cost Auditor has given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under section 224( 1B) of the Companies Act, 1956.

The Audit Committee has obtained a Certificate from the Cost Auditor certifying his independence and arms length relationship with the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS' RESPONSIBILITY STATEMENT :

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act 1956:-

i) that in the preparation of the annual accounts, for the year 2011-2012 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the profit of the Company for the said financial year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A( 5) of the Companies Act, 1956, the perference dividend for F.Y. 2003- 04 amounting to Rs. 22,611/- which remained unclaimed for the period of seven years has been transferred by the Company on August 24, 2011 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2012 is as under:-

Financial Year Type Unclaimed Dividend Due date for Amount as on transfer to IEPF 31-3-2012 (Rs.in lacs)

2004-2005 Equity 2.01 28-09-2012

2004-2005 Preference 0.18 28-09-2012

2005-2006 Equity 2.43 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.20 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.50 20-11-2015

2007-2008 Preference 3.84 14-06-2015

2008-2009 Equity 3.26 02-11-2016

2009-2010 Equity 1.56 24-11-2017

2010-2011 Equity 1.93 05-12-2018

INDUSTRIAL RELATIONS:

The Relations between the Employees and the Management have remained cordial, during the year.

INSURANCE:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd and Oriental Bank of Commerce, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also we would like to thank our employees for their hardwork and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place : Mumbai, VITHALDAS G. UDESHI

Date : August 4, 2012 CHAIRMAN

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Nineteenth Annual Report along with the Audited Statement of Accounts and Auditors' Report for the year ended March 31, 2011

FINANCIAL RESULTS:

(Rs. in lacs)

Year ended Year ended

March 31, 2011 March 31, 2010

Gross Profit 4,787.26 3,000.38 (before interest, depreciation, extraordinary item and tax)

Less : Interest 1,907.92 1,210.93

Depreciation 268.52 238.27

Profit before Tax 2,610.82 1,551.18

Less : Provision for Taxation :

Current 795.50 458.00

Deferred Tax 41.23 308.22

Wealth Tax Paid 0.23 0.35

(Short/Excess)Tax provision for earlier years (0.15) 0.20

Profit after Tax 1,774.01 784.41

Add : Surplus brought forward 2,652.32 2,205.47

4,426.33 2,989.88

Appropriations:

Proposed Dividend 262.50 225.00

Dividend Distribution Tax 39.03 33.56

Transfer to General Reserves 178.00 79.00

Balance in Profit & Loss Account 3,946.80 2,652.32

4,426.33 2,989.88

DIVIDEND:

The Board has recommended a Dividend of Rs.1.75 per share on 15,000,000 Equity Shares of nominal value of Rs.5/- each, amounting to Rs.262.50 lacs and the total outgo, including dividend distribution tax, will be Rs.301.53 lacs.

TRANSFER TO RESERVE:

The Company proposes to transfer Rs. 178.00 lacs to the General Reserve Account out of the amount available for appropriations and an amount of Rs.3,946.80 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company's sales turnover during the year under report was Rs. 114,569.32 lacs against the sales of Rs.87,895.22 lacs during the previous year, an increase of 30.35 %. Profit after tax has increased by Rs.989.60 lacs i.e. by 126.16% as compared to the previous year.

BUSINESS PROSPECTS:

The Company continues to show satisfactory growth during the first quarter of the current year. Your company has been continuously expanding its production capacities and investing in new products. Your Directors are hopeful that your company will continue to show stable growth.

Your Company's subsidiary Ihsedu Speciality Chamicals Pvt. Ltd. has started trial production of Sebacic Acid a complex value added product based on castor oil. Project has met with some delays. Although the commercial production was delayed, we expect that Sebacic Acid will be an important addition to your Company's portfolio for long term growth.

RESEARCH & DEVELOPMENT:

Our In-house R & D, recognized by the Department of Scientific & Industrial Research (DSIR), Government of India, is continuing its work of developing efficient processes, applications and new products based on castor oil. The R & D has been pursuing the principles of Green Chemistry so as to have development without disturbing or in many cases, in fact improving the ecological balance. Such green products can replace petrochemicals in various applications which thus conserve the depleting fossil reserves. The products developed are not only being exported but are also substituting imported products and thus adding to the foreign exchange of our country. The R & D continues its work as the Consortium Partner for the National Agricultural Innovation Project (NAIP) titled, "A Value Chain on Castor & Its Industrial Products".

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety Health and Environment Policy and continues its commitments towards safety and environment. The Committees formed for the purpose of safety and environment have continued to educate and motivate the employees on various aspects on Safety and Environment through training programs and seminars. World Environment day on June 5, 2010, National Safety Week from March 4, 2011 to March 11, 2011, and Safety Day on March 12, 2011 were observed and various programs and competitions were held.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

CORPORATE SUSTAINABILITY:

Your Company has always been aware of its responsibilities as a good citizen, in health, safety and environment management and is in the process of further strengthening its current resources.

DIRECTORS:

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr.Mukesh C.Khagram and Mr. Vithaldas G.Udeshi are retiring by rotation and being eligible offer themselves for re-appointment.

RE-APPOINTMENT OF MANAGING DIRECTOR:

The Board has recommended the re-appointment of Mr. Hemant V. Udeshi, as Managing Directors for further period of 5 years, with effect from July 1, 2011.

SUBSIDIARY COMPANIES:

Your Company had applied to the Central Government under Section 212(8) of the Companies Act seeking an exemption from attaching copies of Balance Sheet, Profit and Loss Account, Directors' Report and Auditors' Report of its subsidiary companies. With reference to the application, the Ministry of Corporate Affairs has granted a general exemption subject to fulfillment of certain conditions.

In terms of the said exemption granted by the Ministry of Corporate Affairs; copies of the Balance Sheet, Profit and Loss Account, and Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. However, the statement required under section 212 of the Companies Act, 1956 is attached. The Company will make these documents / details available upon request by any member of the Company interested in obtaining the same and same would also be made available on its website. The Consolidated Financial Statement prepared by the Company pursuant to Accounting Standard AS-21 as prescribed by the Companies (Accounting Standards) Rules, 2006, includes financial information of its subsidiaries.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, IHSEDU a wholly owned Subsidiary of the Company achieved a turnover of ^27,947.99 lacs as compared to Rs. 11,910.97 lacs in the previous year. The profit before tax increased to Rs.936.71 lacs against Rs.764.84 lacs in the previous year.

During the year ended March 31, 2011, IHSEDU has declared a Dividend of Rs.0.50 per equity share of X10/- each.

Ihsedu Speciality Chemicals Pvt. Limited (ISCPL)

During the year under review, ISCPL has sold goods manufactured during the trial run worth Rs.964.57 lacs. However, the production has neither been fully stabilized nor achieved on a continuous basis on standard norms in terms of Technology Transfer Agreement. The steps are being taken to achieve commercial production and to overcome the problem faced during the trials. Pending commercial production the costs incurred on setting up of the facilities are carried forward (net after deduction of revenues generated out of Trial Runs) in the accounts for capitalization.

Ihsedu Coreagri Services Pvt. Limited (ICAS)

During the year under review, ICAS a Subsidiary of the Company achieved a turnover of Rs.6,340.39 lacs as compared to NIL in the previous year. The profit before tax is Rs.29.08 lacs against Loss of Rs.5.34 lacs in the previous year.

The Company has started its extension services and has produced its first hybrid seeds during the period. The company expects to multiply its hybrid seeds programme to provide for high quality inputs for castor farmers along with knowledge and guidance on castor farming. The Company hopes that these steps will result in increase in yield and revenue for the farmers thereby increasing the size of the crop available to the industry.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

During the year under review your Company has invested a sum of Rs.900,000/- by way of subscribing 90,000 equity shares of Rs.10/- each in the capital of IIGCM. The said IIGCM has become a subsidiary Company with effect from December 28, 2010.

IIGCM has not yet started its business activities.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T.P. Ostwal & Associates, Chartered Accountants, (Registration No. 124444W), the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

As per Clause 49 of the Listing Agreements with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS' RESPONSIBILITY STATEMENT :

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act 1956:-

i) that in the preparation of the annual accounts, for the year 2010-2011 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011, and of the profit of the Company for the said financial year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

"GROUP" FOR INTERSE TRANSFER OF SHARES:

As required under Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning of the MRTP Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure attached herewith and forms part of this Annual Report.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, the declared dividend for F.Y. 2002-03 (Equity ) amounting to Rs.31,261/- which remained unclaimed for the period of seven years has been transferred by the Company on September 9, 2010 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205 C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on

March 31, 2011 is as under:-

Financial Year Type Unclaimed Dividend Due date for Amount as on transfer to IEPF 31-3-2011 (Rs. in lacs)

2003-2004 Preference 0.23 28-07-2011

2004-2005 Equity 2.01 28-09-2012

2004-2005 Preference 0.18 28-09-2012

2005-2006 Equity 2.43 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.21 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.56 20-11-2015

2007-2008 Preference 3.87 14-06-2015

2008-2009 Equity 3.27 02-11-2016

2009-2010 Equity 1.58 24-11-2017

INDUSTRIAL RELATIONS:

The Relations between the Employees and the Management have remained cordial during the year.

INSURANCE:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole-hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd, ICICI Bank Limited and Oriental Bank of Commerce, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also we would like to thank our employees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place : Mumbai, VITHALDAS G. UDESHI

Date : July 27, 2011 CHAIRMAN

---

Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report along with the Audited Statement of Accounts and Auditors Report for the year ended March 31, 2010.

FINANCIAL RESULTS:

(Rs. in lacs)

Year ended Year ended March 31,2010 March 31, 2009

Gross Profit 3000.38 2521.49 (before interest, depreciation, extraordinary item and tax)

Less : Interest: 1210.93 1289.34

Depreciation 238.27 224.87

Profit before Tax 1551.18 1007.28

Less : Provision for Taxation :

Current 458.00 340.00

Deferred Tax 308.22 90.73

Wealth Tax 0.35 0.15

Fringe Benefit Tax 0.00 11.60

(Short/Excess)Tax provision for earlier 0.20 0.00 years

Profit after Tax 784.41 564.80

Add : Surplus brought forward 2205.47 2271.57

2989.88 2836.37 Appropriations:

Proposed Dividend (Equity) 225.00 187.50

Dividend on Preference Shares, 0.00 0.46

Dividend Distribution Tax 33.56 82.94

Transfer to Capital Redemption Reserve 0.00 300.00

Transfer to General Reserves 79.00 60.00

Balance in Profit & Loss Account 2652.32 2205.47

2989.88 2836.37



DIVIDEND :

The Board has recommended a Dividend of Rs. 1.50 per share on 15,000,000 Equity Shares of nominal value of Rs.5/- each, amounting to-Rs. 225.00 lacs and the total outgo, including dividend distribution tax, will be Rs. 258.56 lacs.

TRANSFER TO RESERVE:

The Company proposes to transfer Rs. 79.00 lacs to the General Reserve Account out of the amount available to appropriations and an amount of Rs.2,652.32 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Companys sales turnover during the year under report was Rs. 87,924.73 lacs against the sales of Rs. 85,106.08 lacs during the previous year, an increase of 3.31%. Profit after tax has increased by Rs. 219.61 lacs i.e. by 38.88% as compared to the previous year.

BUSINESS PROSPECTS:

After a subdued first half, business across the globe returned to normalcy. Your Company has seen strong growth in demand and sales in the second half during the year under review and the same continues in the current fiscal year 2010-2011.

Your Company is responding to requirements of its customers and continues on expanding its existing facilities and add new products. The continuous focus and investments of your company in Research and Development has enabled the Company to expand its product portfolio and its customer base.

The Companys subsidiary, Ihsedu Speciality Chemicals Pvt. Ltd., a joint venture with Mitsui and Company has started trial production of Sebacic Acid, a complex value added castor oil based derivative, during the previous year. Barring unforeseen circumstances the Company expects a reasonable growth in turnover and profits in the coming year. Your Company expects increase in demand for green chemicals leading to increase in demand for your Companys products.

RESEARCH & DEVELOPMENT:

We are pleased to inform you that the R & D at Ranoli has been recognized as In-house R & D by Department of Scientific and Industrial Research (DSIR), Government of India, since April 2010. Further the R & D at Mumbai has its In-house recognition renewed till 2013. Our R & D is continuing its work as a Consortium Partner for the World Bank Funded and Indian Council of Agricultural Research (ICAR) sanctioned National Agricultural Innovation Project (NAIP) titled, "A Value Chain on Castor and its Industrial Products".

The R&D relentlessly continues on development of value added products based on castor to meet customer requirements. Our R & D is working closely with production and QC departments, to improve the process efficiencies, to achieve consistent product quality, to develop green processes for existing products and to make products more cost competitive.

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety Health and Environment Policy and continued their commitments towards safety and environment. The Committees formed for the purpose of safety and environments have continued to educate *and motivate the employees on various aspects on Safety and Environment through training programme and seminars. National Safety Week from March 4, 2010 to March 11, 2010, and Safety Day on March 6, 2010 were observed and various programmes and competitions were held.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

DIRECTORS:

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr. Jayasinh V. Mariwala and Mr. Vijay Kumar Bhandari are retiring by rotation and being eligible offer themselves for re- appointment.

RE-APPOINTMENT OF WHOLE-TIME DIRECTORS:

The Board has recommended the re-appointment of Mr. Abhay V. Udeshi and Dr. Subhash V. Udeshi, as Whole-time Directors for further period of 5 years, with effect from June 1, 2010.

SUBSIDIARY COMPANIES:

During the year under review, your Company has invested a sum of Rs. 500,000/- (100%) in the Share Capital of M/s.Ihsedu Coreagri Services Pvt. Ltd., the said Company has become a wholly owned Subsidiary Company with effect from August 18,2009.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company, forming part of the Annual Report, is annexed.

The Company has been granted exemption by the Ministry of Corporate Affairs, Government of India, from attaching to its Balance Sheet for the year ended March 31, 2010, the individual Annual Reports of its subsidiary companies. As per the terms of the exemption Letter No. 47/5/2010-CL-III dated March 26, 2010, a statement containing brief financial details of the Companys subsidiaries for the year ended March 31, 2010 is included in the Annual Report. The annual

accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiaries at the Registered Office of the Company. The details are as per Annexure B.

PREFERENTIAL ISSUE:

With reference to the allotment made by the Company on February 2, 2008 on a preferential basis to the select investors, totaling 1,700,000 warrants, in pursuance of the approval accorded by the Members of the Company at the Extraordinary General Meeting held on Jar.uary 18, 2008 and in respect of which in principle approval was granted by the Stock Exchanges, the holders of warrants were entitled to apply for and obtain allotment of one Equity Share against each warrant at the rate of Rs. 105.00 per share. The Company had received Rs. 10.50 against each warrant on January 29, 2008.

As per the provisions of the Guidelines for preferential issue, issued by Securities and Exchange Board of India, the warrant holder can exercise the right for conversion of warrant into Equity Shares within 18 months from the date of the allotment i.e. within 18 months from February 2, 2008 by paying the balance amount.

The warrant holders did not exercise their right for conversion of the warrants into Equity Shares within the time stipulated under the preferential issue guidelines. Accordingly, the aforesaid warrants now stand lapsed, and hence Rs. 178.50 lacs paid by the warrant holders on the date of allotment is forfeited.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, IHSEDU wholly owned Subsidiary of the Company achieved a turnover of Rs.l 1,935.71 lacs as compared to Rs. 8,958.47 lacs in the previous year. The profit after tax increased to Rs. 467.45 lacs against Rs. 184.55 lacs in the previous year.

During the year ended March 31, 2010 IHSEDU has declared a maidei Dividend of Rs. 0.50 per equity share of Rs.10/- each.

Ihsedu Speciality Chemicals Pvt. Limited (ISCPL)

During the year under review, your Company had invested a sum of Rs. 76,000,000/- by way of subscription on 7,600,000 equity shares of Rs. 10/- each. Mitsui & Co. Ltd., Japan and Mitsui & Co.(Asia Pacific) Pte. Ltd., Singapore, each of them had invested a sum of Rs.24,000,000/- by way of subscription on 1,200,000 equity shares of Rs. 10/- each respectively.

ISCPL has commenced trial production on March 27, 2010.

Ihsedu Coreagri Services Pvt. Limited (ICSPL)

During the year under review, ICSPL has started its marketing activities for selling Deoiled Cake (DOC) Castor Meal. ICSPL also started backward integration and provides good hybrid seed to farmers and also provides knowhow and extension services to farmers to improve yield and reduce cost by providing scientific methods and input.

CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T.P. Ostwal & Associates, Chartered Accountants, the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS RESPONSIBILITY STATEMENT :

It is hereby confirmed, pursuant to Section 217 (2 A A) of the Companies Act 1956:-

i) that in the preparation of the annual accounts, for the year 2009-2010 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010, and of the profit of the Company for the said financial year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

"GROUP" FOR INTERSE TRANSFER OF SHARES:

As required under Clause 3(1 )(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning of the MRTP Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure attached herewith and forms part of this Annual Report.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, the declared dividend for F.Y. 2001-02 (Equity) amounting to Rs.47,452/- which remained unclaimed for the period of seven years has been transferred by the Company on September 5. 2009 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2010 is as under-

Financial Year Class Unclaimed Dividend Due date for Amount as on 31 -3-2010 transfer to IEPF Rs. in lacs)

2002-2003 Equity 0.31 29-07-2010

2003-2004 Preference 0.23 28-07-2011

2004-2005 Equity 2.01 28-09-2012

2004-2005 Preference 0.18 28-09-2012

2005-2006 Equity 2.47 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.21 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.59 14.09.2015

2007-2008 Preference 3.90 07-05-2015

2008-2009 Equity 3.43 03-10-2016



INDUSTRIAL RELATIONS :

The Relations between the Employees and the Management have remained cordial, during the year.

INSURANCE :

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd and Oriental Bank of Commerce, Authorities of Government such as Ministry of Commerce and the State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat.

For and on behalf of the Board of Directors

Place: Mumbai, VITHALDAS G. UDESHI

Date : July 27, 2010 CHAIRMAN