JNK India Ltd

Order details

• Awarding entity: Indian Company.
• Order 1 scope: flare package supply - design, engineering, manufacture, procurement, site delivery.
• Order 2 scope: flare package services - installation, erection, pre-commissioning, commissioning, handover.
• Execution timeline: 16 months mechanical completion from order effective date.
• Domestic entity: orders to be executed for site in India.
• Promoter/group interest: none.
• Material impact: not disclosed.

AGM Details

• AGM held Friday, 25 September 2026, 11:12 AM IST via VC/OAVM.
• Remote e-voting period: 22–24 September 2026.
• Cut-off date for voting entitlements: 18 September 2026.

Resolutions & Outcomes

• Item 1: Adoption of audited standalone and consolidated financial statements for FY2025–26; passed 100%.
• Item 2: Final dividend of Rs 0.30 per share approved; 100% in favour.
• Item 3: Reappointment of Dipak Bharuka by rotation; passed 100%.
• Item 4: Ratification of remuneration of Cost Auditors for FY ending March 31, 2026; passed 100%.
• Item 5: Approval of remuneration to Bang Hee Kim; 90.46% in favour, 9.54% against.
• Item 6: Approval of material related party transactions; 92.74% in favour, 7.26% against.

Director Changes

• Dipak Bharuka was reappointed as director, following retirement by rotation.

Auditors

• Remuneration of Cost Auditors ratified for FY ending March 31, 2026; no change to statutory auditors disclosed.

Material Related Party Transactions

• Approval obtained for material related party transactions; counterparty not disclosed in filing.

JNK India Limited – Trading Window closed from Oct 01, 2026 for Unaudited Financial Results (Standalone & Consolidated) for the quarter and half year ended Sep 30, 2026; the trading window shall be opened 48 (Forty-eight) hours after the said results are declared and disseminated to the Stock Exchanges.

AGM Details

• AGM held on 25 September 2026 at 11:12 IST via VC/OAVM.
• Remote e-voting opened 22 Sep 2026 9:00 AM and closed 24 Sep 2026 5:00 PM.
• Chairperson: Whole Time Director chaired the AGM.
• Meeting concluded at 11:45 IST, including 15 minutes of voting.

Ordinary Business

• Audited standalone and consolidated financial statements for FY2025-26 adopted.
• Final dividend of Rs 0.30 per share (15%) declared.
• Re-appointment of Dipak Bharuka, who retires by rotation.

Special Business

• Remuneration of Cost Auditors for FY2027 to be ratified.
• Professional fees for technical consultancy to Mr. Bang Hee Kim for 2026-27.
• Material related party transactions to be approved.
• Alteration of the Object Clause of the Company.

Meeting Details

• Date & time: September 22, 2026, 10:00 am–5:00 pm
• Type: 1x1/group
• Location: Mumbai
• Mode: In-person

Purpose

• Analyst/institutional investor discussions based on publicly available information

Participants

• Company Secretary and Compliance Officer

Overview

• Standalone BRSR FY2026; design, manufacture, and installation of process-fired heaters, reformers, and furnaces.
• 100% turnover from this main activity; exports 12.45% of turnover.
• Operations across 8 Indian locations (1 site + 7 offices) and 7 international markets.
• Strategic JV formed: JNK Chemdist Technologies Private Limited for sustainable chemistry.
• Zero LTIFR and fatalities; no sexual harassment, corruption, bribery; no fines; ISO 9001/45001/14001.
• 50 kWp solar plant installed; renewed emphasis on renewable energy use.

Key ESG Risks & Opportunities

• Energy and emissions management seen as opportunity; shift to low-emission fuels and renewables.
• Climate change risk; ISO 14001 framework; 50 kW solar plant; climate risk profiling.
• Waste management identified as risk; 4R approach and project-specific waste plans.
• Occupational health and safety risk; ISO 45001; training and audits; LTIFR zero.
• Human rights and labour risk; whistleblower and POSH policies; HR policy development.
• Supply chain disruptions risk; inventories and alternative domestic sourcing; potential cost impact.
• Data security risk; cyber policy under development; potential penalties.
• CRM and governance: opportunity; stronger customer engagement and investor confidence.

Governance & Policy Highlights

• Board oversight via Risk Management Committee; formal ESG policy under development; board-level sustainability oversight planned.
• Key policies: Code of Conduct, Whistleblower, POSH; anti-corruption policy to be implemented; Board diversity.
• ISO certifications: ISO 9001, 45001, 14001 across operations.
• Joint venture formation: JNK Chemdist Technologies Pv Ltd for sustainable chemistry.
• No external assurance; no FY2026 fines or regulatory actions.

Social Responsibility & Workforce

• Total workforce: 363 employees and 204 workers; board female representation 12.5%; KMP female 0.
• Turnover: permanent staff 21.7% overall; workers 70.4% overall.
• Well-being expenditure: 0.32% of revenue; LTIFR and fatalities: zero.
• HSE training: 78 employees; 198 workers; 105 skill-up sessions.
• Parental leave: 100% return-to-work and retention.
• Grievance mechanisms: Whistleblower policy, POSH, anonymous channels; 24/7 helpline and town halls.
• CSR beneficiaries: education 9,519; health 895; hunger 20,000; animal welfare 120; rehabilitation 10.

Environmental Performance

• Total energy: 2711.64 GJ; renewable 185.91 GJ; renewables share ~6.9%.
• GHG emissions: Scope 1 79.33; Scope 2 296.74; total 376.07 tCO2e.
• Energy intensity: 3.59 GJ per crore turnover; PPP intensity 10.12 tCO2e/USD.
• Water: withdrawal 6463.18 KL; consumption 1905.60 KL; water intensity 2.52 KL per crore turnover.
• Waste: total 229.58 MT; recycled 117.11 MT; landfilled 112.47 MT.
• Certifications: ISO 14001:2015, ISO 45001:2018, ISO 9001:2015; no ZLD; SEZ wastewater management.
• No environmental non-compliances or penalties in FY2026.

Stakeholder Engagement & Complaints

• Key stakeholders: customers and government authorities; continuous engagement via meetings, email, website.
• Employee/workers complaints: 96 working-conditions and 63 health & safety; all resolved.
• Grievance mechanisms: Whistleblower, POSH, anonymous channels; hotline and email; community engagement via CSR.
• Vendor onboarding and feedback integrated; ongoing stakeholder consultation framework.

Other Notable Metrics

• Inputs: 55.79% from MSMEs; 95.21% sourced in India.
• Related-party transactions: purchases 2.58%; sales 32.91%; loans 92.28%; investments 100%.
• Data privacy: 0 data breaches; IT policy in place; no external assurance.
• CSR turnover and net worth disclosed: turnover ₹755.61 Cr; net worth ₹566.57 Cr.
• Sustainability initiatives: 50 kWp solar; EVs for travel; hydrogen infrastructure for clients.

Financial highlights

• Revenue stood at Rs 838.0 crore, up 68% year over year.
• Operating profit Rs 212.3 crore; margin 25.3%.
• EBITDA Rs 111.3 crore; margin 13.3%.
• PAT Rs 64.8 crore; PAT margin 7.7%.
• ROE 12.1%; ROCE 19.0%.
• Board recommends final dividend for FY2025-26: 15% (₹0.30 per share).

Order book and visibility

• Order inflows of ₹1,694.4 crore in the year.
• Year-end order book at ₹1,961.4 crore, an all-time high.
• Strong revenue visibility supported by large ticket orders.

Strategic developments and Chemdist JV

• Formation of JNK Chemdist Technologies Private Limited in Aug 2025; 51% stake.
• JV focuses on green hydrogen, sustainable fuels and low‑carbon tech.
• Early revenue contribution from JV was about 7% of group revenue in year 1.

Operational enhancements

• Mundra facility upgraded to end-to-end manufacturing platform.
• Upgraded capabilities enhance capacity, productivity, quality and safety.
• Around 20 senior professionals added; HRMS platform implemented; Project Kiran launched.

ESG and sustainability

• 50 kWp solar plant installed; safety metrics improved with LTIFR at zero.
• CO2e emissions 376.07 t; waste recycled 112.47 MT.
• CSR spend ₹13.51 million; ₹0.37 million transferred to PM CARES Fund.
• BRSR disclosed; no fatalities; governance and ethics robust.

Capital structure and IPO funds

• IPO net proceeds revised to ₹2,816.99 million; ₹2,814.34 million utilized.
• Unutilized IPO funds ₹2.65 million at 31 Mar 2026.
• Stand-alone debt to equity at 0.10x; consolidated 0.16x, higher due to WC borrowings.
• Dividend policy unchanged; final dividend proposed for FY2025-26.

Governance and leadership changes

• Board comprises eight directors; CFO Pravin Sathe resigned Dec 16, 2025.
• Anand Agarwal appointed Interim CFO from Mar 12, 2026.
• 16th AGM scheduled for Sep 25, 2026 via VC/OAVM; e-voting available.

Outlook and risks

• Opportunity in energy transition, green hydrogen and modularisation.
• Risks include capital-expenditure cycles, raw material price volatility, and supply-chain disruptions.
• Strategy emphasizes diversified portfolio and disciplined execution.

IPO proceeds and capital allocation (summary)

• IPO funds largely allocated to working capital; residual balance set aside.
• IPO proceeds help support growth and execution of high-value projects.

Financial Performance

• Consolidated Q1 FY27 revenue: INR 186 crores; YoY growth 80.6%.
• Q1 FY27 consolidated EBITDA: INR 21.9 crores; margin 11.8%.
• Standalone EBITDA margin: 14% in Q1 FY27 (vs 7% in Q1 FY26).
• Q1 FY27 PAT: INR 9.6 crores; PAT margin 5.2%.

Operating Update & Pipeline

• Order book on 30-Jun-2026: INR 1,801 crores.
• Chemdist: 8.8% of Q1 FY27 group revenue; Q1 operating loss INR 3.6 crores.
• Pipeline > INR 6,000 crores; domestic/international ~50:50.
• Export markets: Africa (Nigeria, Ethiopia); Middle East.
• BPCL Bina: significant revenue recognized in FY27 and FY28.
• Dangote order canceled June 8, 2026; no material cash loss.
• Iraq: planned registered sales office; potential orders in oil & gas, refining, petchem.
• Chemdist hydrogen order ~INR 50 crores; completion this year; spillover to next year.

Balance Sheet & Cash Flow

• Unbilled revenue at end-Q1: around INR 200 crores (Annie: 200–221 crores).
• No significant debt raising planned for next 4–6 quarters.
• Payment terms: favorable with Reliance and BPCL Bina; supports cash flow.
• Exports via JNK Global provide back-to-back payments.

Projects & Capex

• BPCL Bina: significant revenue recognized in FY27 and FY28.
• Chemdist: Q1 revenue share 8.8% of group revenue; Q1 operating loss INR 3.6 crores.
• Chemdist hydrogen: current order ~INR 50 crores.
• Diversification into offshore/metals; tied up with 3–4 technology partners.
• Iraq entry: registered sales office planned; potential to add engineering/execution later.

Guidance & Outlook

• Revenue growth guidance of around 20% to 25% remains intact.
• Full-year EBITDA margin guidance of about 12% to 14% remains.
• Hit rate expected to be similar to 20–25% for the year.
• Pipeline update: INR 6,000+ crores; ~50:50 domestic/international.

Q&A Highlights

• New non-heating segments: initial hit rate expected around 10–12%.
• Iraq presence: sales office first step; further engineering/execution later based on orders.
• JNK Global: domestic orders on standalone basis; export orders back-to-back via JNK Global.

Issue overview

• IPO of equity shares (fresh issue) under Initial Public Offer.
• Net proceeds revised downward during the quarter ended March 31, 2026 due to higher expenses.
• Objectives: funding working capital and general corporate purposes.

Utilisation of proceeds

• Utilisation aligned with offer document; MA states 'Yes'.
• No material deviations or changes in allocation observed.
• Funding working capital fully utilised; General corporate purposes fully utilised; total unutilised: Nil.
• Rs 0.25 million earmarked against bank guarantees.
• Rs 2.40 million transferred from SBI FD to ICICI cash credit.
• Total net proceeds utilisation period extended to fiscal 2027 vs 2026.
• Delay noted for working capital object; actual end-2027.
• No unutilised funds; no further investments beyond stated objects.

Governance and compliance

• Approvals: not explicitly indicated; management undertaking cited.
• Material events: none reported; no adverse factors disclosed.
• Conflict of interest: MA notes related-party links possible, but no conflict identified.
• Delay in implementation noted with plan vs actual dates.

GCP

• GCP object: utilized Rs 170.49 million for GCP.
• Board approval for allocation not explicitly stated in MA.
• Note: no changes in GCP allocation beyond initial plan.