Jayshree Chemicals Ltd

Jayshree Chemicals Ltd — Closure of Trading Window

AGM Details

• AGM held on 01 September 2026 at 3:00 PM via VC/OAVM.
• Voting cut-off date: 25 August 2026; total shareholders on record: 10,799.

Resolutions & Outcomes

• Item 1 (Ordinary): Adoption of financial statements and reports — Passed.
• Item 2 (Ordinary): Re-appointment of Shri Virendra Bangur as Director — Passed.
• Item 3 (Special): Appointment of Shri Satish Kapur as Independent Director for five years — Passed.
• Item 4 (Special): Re-appointment of Shri Rajesh Kumar Singhi as Whole-time Director for two years — Passed.

Dividend

• No dividend proposed or declared.

Director Changes

• Shri Virendra Bangur re-appointed as Director (ordinary).
• Shri Satish Kapur appointed Independent Director for five-year term.
• Shri Rajesh Kumar Singhi re-appointed Whole-time Director for two-year term.

Auditors & Related Party Transactions

• No auditor changes reported.
• No material related party transactions approved.

Other Approvals

• No ESOP or other material approvals.

Financial highlights

• Revenue from operations: ₹2,091.07 lakh, up from ₹1,619.27 lakh.
• Net profit after tax: ₹30.93 lakh; prior year loss ₹26.62 lakh.
• EPS: ₹0.11 per share.
• Continuing operations pre-tax: ₹-0.01 lakh; discontinued wind pre-tax: ₹30.94 lakh.
• Total comprehensive income: ₹29.19 lakh.
• Dividend: no dividend declared for 2025-26.
• Net cash from operating activities: ₹-133.63 lakh.
• Cash and cash equivalents at year-end: ₹5.92 lakh.
• Auditors: Statutory AMK & Associates; Secretarial Arun Kumar Jaiswal.

Business developments & restructuring

• Wind power division divested to Vaishnav Wind Infra Pvt Ltd; slump sale completed July 2, 2025.
• Electric division closed; discontinued operations.
• Trading division remains core; product portfolio expanded gradually.
• 64th AGM on 1 September 2026; VC/OAVM; remote e-voting details in notice.
• Rishi Bajoria resigned; Satish Kapur appointed Independent Director.
• Rajesh Singhi re-appointed Whole-time Director (Commercial) for two years from Feb 11, 2027.

Capital structure & shareholding

• Equity share capital: ₹2,932.65 lakh; 29,326,457 shares of ₹10 each.
• Promoters hold 46.27%; NRIs 49.74%; Indian Public 1.24%; Banks 0.71%.
• 82% dematerialised; 0.18% physical.
• IEPF suspense: ₹38.16 lakh; unclaimed dividends moved to IEPF.
• Dividend policy: no dividend declared for the year.

Governance & board changes

• Board size: five directors; Chairman is non-executive promoter.
• Satish Kapur appointed Independent Director on 16 July 2026.
• Rishi Bajoria resigned effective 16 July 2026.
• Rajesh Singhi re-appointed Whole-time Director (Commercial) for two years from 11 Feb 2027.
• Independent Directors declared independence; board evaluations conducted.
• Audit Committee: Chair Krishna Kothari; members Bajoria, Saha, Singhi.
• Nomination & Remuneration Committee met 24 Apr 2025; remuneration disclosed.

Operations & segment performance

• Trading Division revenue: ₹2,091.07 lakh; Wind Power: ₹34.97 lakh; Electric: nil.
• Net Sales/Income: ₹2,126.04 lakh; Trading profit before tax: ₹-0.01 lakh.
• Discontinued Wind Power profit before tax: ₹30.94 lakh; total profit before tax: ₹30.93 lakh.
• Geographic/segment assets: Trading ₹677.22 lakh; unallocated assets ₹1,093.46 lakh.

Audits & controls

• Statutory auditors: AMK & Associates; Secretarial auditor: Arun Kumar Jaiswal.
• Ind AS financials present true and fair view; no material misstatements.
• Internal financial controls are adequate and operating effectively.
• Related party transactions disclosed; at arm's length; CSR not applicable.

Risks & contingencies

• Contingent liabilities: Odisha VAT ₹261.13 lakh; Kerala GST ₹6.95 lakh.
• Grasim arbitration: ₹3,106 lakh claim; remediation ₹2,870 lakh; matter sub-judice.
• Odisha arbitration order is under challenge; ongoing litigation noted.
• No material other litigations beyond disclosed notes.

Outlook & strategy

• Outlook remains positive for chemical trading amid rising domestic demand.
• Strategy: expand product portfolio, diversify customers, strengthen supplier relations.
• Risks: geopolitical events, commodity price volatility, regulatory changes.

Dividend & shareholder information

• AGM: 1 September 2026 via VC/OAVM; remote e-voting 29–31 August 2026.
• Shareholding: 99.82% dematerialised; promoters 46.27%; NRIs 49.74%; Indian public 1.24%.
• No dividend declared for the year; results disclosed via website and exchanges.

Judicial outcome and financial exposure

• Awarding entity: Court of the Civil Judge (Senior Division), Commercial Court, Bhubaneswar.
• Order upholds arbitral award; Jayshree to reimburse costs, remediation, and arbitration costs.
• Liability: Rs 2.11 Cr costs with 9% interest; Rs 28.70 Cr remediation; Rs 0.25 Cr arbitration costs.
• Total exposure excluding interest: Rs 31.06 Cr.
• Interest on Rs 2.11 Cr at 9% p.a. from filing date till payment.
• Order date: 03 August 2026; arbitral award dated 12 April 2024.
• Impact: prima facie negative on the company’s financial position.

Arbitration award details

• Awarding entity: Arbitral Tribunal, Arbitration No. 54 of 2021.
• Scope: remediation costs and indemnity under the Business Transfer Agreement for the site.
• Total award value: Rs 31,06,01,662 including Rs 25,00,000 arbitration costs.
• Domestic matter between Indian companies Grasim Industries and Jayshree Chemicals.
• Arbitral award dated 12.04.2024; court order on 03.08.2026.
• Costs: Rs 25 Lakh awarded towards arbitration costs.
• Company evaluating financial impact of the order on operations.

Financial results and reporting

• Approved unaudited quarterly results for the quarter ended 30 June 2026, with Limited Review Report.

Board appointments and resignations

• Satish Kapur appointed as Independent Director, w.e.f. 16 July 2026, subject to AGM approval.
• Rajesh Singhi re-appointed as Whole-time Director for 2 years from 11 Feb 2027, subject to AGM approval.
• Rishi Bajoria resigned as Independent Director effective 16 July 2026; also resigns from all committees.
• Audit and Nomination & Remuneration committees re-constituted.

AGM actions and governance

• 64th AGM scheduled for 1 September 2026 at 3:00 PM via VC/OAVM.
• Register of Members closed from 26 August to 1 September 2026 for AGM.
• Scrutinizer appointed: M/s Jaiswal A & Co; NSDL appointed as e-voting agency.

Auditor remarks and subsidiary notes

• Independent Auditor's Review Report on unaudited results states no material misstatement.
• Company has no subsidiaries; no consolidated financial statements prepared.

Dematerialisation processing and ownership update

• Dematerialisation requests for quarter ended 30 June 2026 processed; status confirmed to depositories.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates were mutilated and cancelled after verification; depository's name substituted as registered owner.

Meeting Details

• Board meeting via video conference on 16 July 2026; time not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026 to 18 July 2026 (inclusive).

Meeting Details

• Board meeting on Wednesday, 13 May 2026, through video conference.

Key Agenda Items

• Consider and approve audited financial results for quarter and year ended 31 March 2026.

Other Notes

• Trading window remained closed from 1 April 2026 until 15 May 2026.