Annual Secretarial Compliance Report 31st March, 2025

Jain Irrigation Systems Limited filed its Annual Secretarial Compliance Report for FY ending March 2025, certified by V. Laxman & Co., Practicing Company Secretaries. The Practicing Company Secretary flagged five non-compliances with SEBI LODR Regulations in the annexure: (1) minutes of the unlisted subsidiary's board meetings were not periodically placed before the listed parent's board, (2) no formal Audit Committee review of the insider trading prevention mechanism was carried out during the year, (3) the Board fell short of having half independent directors after three independent directors retired on 16 August 2024, with formal Postal Ballot appointment of Mr. Satish Chand Mehta only completed on 7 February 2025, (4) Ms. Nancy Marie Barry continued as Independent Director after turning 75 on 2 August 2024 without a prior special resolution, and (5) the gap between two Risk Management Committee meetings exceeded 210 days due to a meeting being adjourned for want of quorum. NSE and BSE imposed fines of Rs. 2,65,500 (plus GST) for the board composition lapses and issued show cause notices dated 21 October 2024 and 24 February 2025, which the company is contesting and has applied for waivers. Other compliance areas such as secretarial standards, policies, website disclosures, related party transactions, insider trading, and event disclosures were reported as compliant.