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Jain Irrigation Systems Ltd. Proxy Solicitation & Information Statement 2026
58977_rns_2026-07-17_71495e24-4df4-4abb-a71f-7f48d2e53c1d.pdf
Proxy Solicitation & Information Statement
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^{}[] Jain
^{}[] Jain Irrigation Systems Ltd.
^{}[] Small Ideas. Big Revolutions."
^{}[] Regd. Office: Jain Plastic Park, P.O.Box: 72, N.H.No. 53, Jalgaon - 425 001. India.
^{}[] Tel: +91-257-2258011; Fax: +91-257-2258111; E-mail: [email protected]; Visit us at: www.jains.com
^{}[] CIN: L29120MH1986PLC042028
JISL/SEC/2026/07/B-2/B-6
July 17, 2026
To,
BSE Ltd.,
Corporate Relationship Department,
1st Floor, New Trading Wing Rotunda Building,
P. J. Tower, Dalal Street, Mumbai - 400 001.
Email: [email protected]
To,
National Stock Exchange of India Ltd.,
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex
Bandra (East), Mumbai - 400 051.
Email: [email protected]
Ref.: Code No. 500219 (BSE) & JISLJALEQS (NSE) Ordinary Equity Shares
Code No. 570004 (BSE) & JISLDVREQS (NSE) for DVR Equity Shares
Sub: Notice of 39th Annual General Meeting along with Explanatory Statement under
Section 102 and e-voting Instructions
Dear Sir/Madam,
Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in continuation of our letter dated July 14, 2026, please find enclosed, the Notice (together with the Explanatory Statement) convening the 39th Annual General Meeting (AGM) of the Company, scheduled to be held on Monday, August 10, 2026 at 09:30 A.M. at the Registered Office of the Company and/or through Video Conferencing (VC)/Other Audio Visual Means (OAVM), together with the Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013.
The said Notice is being sent electronically to all eligible shareholders whose names appear in the Register of Members as on July 10, 2026, and is also being made available on the Company's website at www.jains.com.
Please take the above on record and acknowledge.
Thanking you,
Yours faithfully,
For Jain Irrigation Systems Ltd.
AVDHUT
VASANT
GHODGAONKAR
R
Digitally signed by
AVDHUT VASANT
GHODGAONKAR
Date: 2026.07.17
16:11:26 +05'30'
A.V. Ghodgaonkar
Company Secretary
Encl: a/a
^{}[] Jain
^{}[] Jain Irrigation Systems Ltd.
^{}[] Small Ideas. Big Revolutions."
^{}[] "Leave this world better than you found it."
^{}[] Bhavarial Jain - Founder (1937 - 2016)
Dear Members,
Invitation to join the 39th Annual General Meeting to be held physically and /or virtually on Monday, 10th August, 2026.
You are cordially invited to join the Thirty Ninth Annual General Meeting of the Company to be held on Monday, 10th August, 2026 at 9:30 AM IST (also through video conferencing) at the Registered Office. The Notice and Explanatory Statement convening the said 39th Annual General Meeting are attached herewith.
In order to enable ease of participation and e-voting virtually for the Members, we are providing below key details regarding the meeting and related voting for your reference:
| Sr. | Particulars | Details |
|---|---|---|
| 1) | Link for live webcast of the AGM | http://www.jains.com/live/ |
| 2) | Link for remote e-voting | Members may refer to the instructions provided under “Procedure for E-Voting” section in the subsequent pages of this Notice |
| 3) | Helpline number for VC participation | For any assistance or support before or during the AGM, Members may contact the Company at 0257- 2258011 or [email protected] |
| 4) | Cut-off date for e-voting | First Cut-off: Friday, 10th July, 2026 Second Cut-off: Tuesday, 4th August, 2026 |
| 5) | Time period for remote e-voting | Commences at 09.00 AM IST on Thursday, 6th August, 2026 and ends at 05.00 PM IST on Sunday, 9th August, 2026. |
| 6) | Book closure dates | From Monday, 3rd August, 2026 To Friday, 7th August, 2026 (both days inclusive) |
| 7) | Last date for publishing results of the e-voting | 12th August, 2026 |
| 8) | Registrar and Share Transfer Agent contact details | Registrar M/s. MUFG Intime India Pvt.Ltd., C-101, 247 Park,LBS Marg, Vikhroli (W),Mumbai-40008 Email: [email protected] |
We would like to invite queries on any aspect of FY-26 related to Company Operations, performance, Annual Report, Board Report, Management Discussion & Analysis, Corporate Governance Report etc. or any other area whatsoever at [email protected], in advance (at least 48 hours) of the meeting to enable response from the Company.
Thanking you.
Yours faithfully,
For Jain Irrigation Systems Ltd.
Sd/-
A. V. Ghodgaonkar
Company Secretary
Date : 14th July, 2026
Place : Jalgaon
^{}[] Regd. Off.: Jain Plastic Park, P.O. Box: 72, N.H. No.53 Jalgaon - 425 001. India.
^{}[] Tel: +91-257-2258011; Fax: +91-257-2258111; E-mail: [email protected]; Visit us at: www.jains.com
^{}[] CIN: L29120MH1986PLC042028
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^{}[] Join Irrigation Systems Ltd.
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39TH AGM NOTICE
NOTICE IS HEREBY GIVEN THAT THE 39TH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JAIN IRRIGATION SYSTEMS LIMITED SHALL BE HELD ON MONDAY, 10TH AUGUST, 2026 AT 9:30 AM AT THE REGISTERED OFFICE OF THE COMPANY AT JAIN PLASTIC PARK, N.H. NO. 53, BAMBHORI, JALGAON – 425001, AND THROUGH AUDIO VISUAL MEANS TO TRANSACT THE FOLLOWING BUSINESS;
ORDINARY BUSINESS*
1) To receive, consider, adopt and approve the Financial Statements for the year ended 31st March, 2026 (including the Standalone Balance Sheet as at 31st March, 2026 and the Standalone Profit and Loss Account, Standalone Cash Flow Statement for the year), as well as the (Consolidated Balance Sheet as at 31st March, 2026 and the Consolidated Profit and Loss Account, Consolidated Cash Flow Statements for the year ended on even date), together with Accounting Policies, Notes, Schedules and reports of the Director's and Auditor's thereon.
2) To appoint a Director in place of Shri Ajit B. Jain (DIN: 00053299), who retires by rotation in terms of Section 152 (6) of the Companies Act 2013, and being eligible offers himself for reappointment as Director, subject to retirement by rotation.
- The Company has re-appointed M/s. Singhi & Co., Chartered Accountants, Kolkata, as Statutory Auditors of the Company for a second term of five consecutive years commencing from 1st April, 2025, as approved by the Members at the Annual General Meeting held in the year 2025. Pursuant to the notification issued by the Ministry of Corporate Affairs, the requirement of annual ratification of the appointment of Statutory Auditors by the Members under the first proviso to Section 139(1) of the Companies Act, 2013 has been omitted with effect from 7th May, 2018.
SPECIAL BUSINESS
3) Ratification of remuneration of Cost Auditors for Financial Year ending 31st March 2026;
To consider and if thought fit, to pass, with or without any modification as may be deemed fit, the following resolution as an Ordinary Resolution:
"RESOLVED pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, including any amendment, modification or variation thereof, THAT the members do hereby ratify the action of the Board of Directors of the Company in approving, (on recommendation of the Audit Committee), the remuneration of Rs. 700,000 plus GST, of M/s D. C. Dave & Co., Cost Auditor(s) (FRN: 000611) to conduct the audit of the cost records maintained by the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014, as amended, for the Financial Year ending 31st March, 2026.
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorised to complete the necessary filings and to take such steps as may be necessary and desirable to give effect to this resolution."
4) Appointment and Remuneration to Mr. Athang Anil Jain for an Office or Place of Profit in the Company under Section 188(1)(f) of the Companies Act, 2013:
To consider and if thought fit, to pass, with or without any modification as may be deemed fit, the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 15 (3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 23 (to the extent applicable) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the applicable SEBI Circulars governing Related Party Transactions and such other applicable laws, rules, regulations and guidelines (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the recommendations of the Nomination and Remuneration Committee, the Audit Committee and the approval of the Board of Directors, consent of the Members be and is hereby accorded for the appointment of Mr. Athang Anil Jain, being a Related Party within the meaning of Section 2(76) of the Companies Act, 2013 and the son of Shri Anil B. Jain, Vice Chairman & Managing Director of the Company, to hold an office or place of profit in the Company as President, for a period of five (5) years commencing from 16th August, 2026 and ending on 15th August, 2031, on the following terms:
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Terms of Remuneration
CTC of ₹8,33,333/- (Rupees Eight Lakh Thirty-Three Thousand Three Hundred Thirty-Three only) per month, or ₹1,00,00,000 (Rupees One Crore only) per annum plus Variable Pay up to 20% of the Annual CTC, for a period of five (5) years with effect from 16th August, 2026 to 15th August, 2031. The aforesaid CTC shall be inclusive of all allowances, perquisites, benefits and other emoluments, including, inter alia, the following illustrative perquisites:
a) Medical Expenses Reimbursement: Reimbursement of all medical expenses incurred for self and family (family means spouse and the dependent children of the appointee) at actuals (including domiciliary and medical expenses) and insurance premium for medical and hospitalization policy as applicable as per Company's policy;
b) Leave Travel Expenses: Leave Travel Expenses for self and family in accordance with the policy of the Company and Income Tax Rules;
c) Personal accident insurance premium: Personal accident insurance under Group Personal Accident Policy of the Company;
d) Car: Car with driver shall be provided for use on Company's business and the same will not be considered as perquisite; use of car for private purposes shall however, be billed by the Company, if any;
e) Telephone: Telephone at residence and mobile telephones will be provided and the same will not be considered as perquisite;
f) Contribution - upto 10% of salary into National Pension Scheme.
g) Other Allowances/ benefits, perquisites: any other allowances, benefits and perquisites as per the Rules applicable to the category of President of the Company and/or which may become applicable in the future.
h) Contribution to the Provident Fund, Superannuation Fund, Annuity Fund to the extent permitted under Law;
i) Gratuity not exceeding half-month salary for each year of completed service under this appointment;
j) Leave encashment, if any, as per Company's policy as applicable.
RESOLVED FURTHER THAT any of the Director or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be necessary, desirable or expedient for giving effect to this Resolution."
5) Appointment and Remuneration to Mr. Abhedya Ajit Jain for an Office or Place of Profit in the Company under Section 188(1)(f) of the Companies Act, 2013:
To consider and if thought fit, to pass, with or without any modification as may be deemed fit, the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 23 (to the extent applicable) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the applicable SEBI Circulars governing Related Party Transactions and such other applicable laws, rules, regulations and guidelines (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the recommendations of the Nomination and Remuneration Committee, the Audit Committee and the approval of the Board of Directors, consent of the Members be and is hereby accorded for the appointment of Mr. Abhedya Ajit Jain, being a Related Party within the meaning of Section 2(76) of the Companies Act, 2013 and the son of Shri Ajit B. Jain, Joint Managing Director of the Company, to hold an office or place of profit in the Company as Senior Vice President, for a period of five (5) years commencing from 16th August, 2026 and ending on 15th August, 2031, on the following terms:
Terms of Remuneration
CTC of ₹6,66,667/- (Rupees Six Lakh Sixty-Six Thousand Six Hundred Sixty-Seven only) per month or ₹80,00,000 (Rupees Eighty Lakhs only) per annum, plus Variable Pay up to 20% of the Annual CTC, for a period of five (5) years with effect from 16th August, 2026 to 15th August, 2031. The aforesaid CTC shall be inclusive of all allowances, perquisites, benefits and other emoluments, including, inter alia, the following illustrative perquisites:
a) Medical Expenses Reimbursement: Reimbursement of all medical expenses incurred for self and family (family means spouse and the dependent children of the appointee) at actuals (including domiciliary and medical expenses) and insurance premium for medical and hospitalization policy as applicable as per Company's policy;
b) Leave Travel Expenses: Leave Travel Expenses for self and family in accordance with the policy of the Company and Income Tax Rules;
c) Personal accident insurance premium: Personal accident insurance under Group Personal Accident Policy of the Company;
d) Car: Car with driver shall be provided for use on Company's business and the same will not be considered as perquisite; use of car for private purposes shall however, be billed by the Company, if any;
e) Telephone: Telephone at residence and mobile telephones will be provided and the same will not be considered as perquisite;
f) Contribution: upto 10% of salary into National Pension Scheme.
g) Other Allowances/ benefits, perquisites: any other allowances, benefits and perquisites as per the Rules applicable to the category of Senior Vice President of the Company and/ or which may become applicable in the future.
h) Contribution to the Provident Fund, Superannuation Fund, Annuity Fund to the extent permitted under Law;
i) Gratuity - not exceeding half-month salary for each year of completed service under this appointment;
j) Leave encashment, if any, as per Company's policy as applicable.
RESOLVED FURTHER THAT any of the Director or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be necessary, desirable or expedient for giving effect to this Resolution."
By the Order of the Board
For Jain Irrigation Systems Ltd.
Sd/-
A.V. Ghodgaonkar
Company Secretary
Place : Jalgaon
Date : 14th July, 2026
Notes:
1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF * AND THE PROXY NEED NOT BE MEMBER OF THE COMPANY. A PROXY FORM IS ENCLOSED HEREWITH. ALL PROXIES IN ORDER TO BE EFFECTIVE, SHOULD BE COMPLETED, SIGNED, STAMPED AND RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE SCHEDULED COMMENCEMENT OF THE MEETING.
A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY MEMBERS AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
- IF ATTENDING PHYSICALLY
2) The Register of Members and related transfer books of the Company shall be closed from Monday, 3rd August to Friday, 7th August 2026 (both days inclusive).
3) Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 is annexed herewith.
4) The documents mentioned in the Notice & Explanatory Statement shall be available for inspection at Registered Office of the Company up to the date of the meeting on all working days, except Saturday, between 11:00 AM & 1:00 PM.
5) The Company has transferred the unpaid or unclaimed dividend declared up to financial years 2017-18, from time to time on due dates, to the Investor Education and Protection Fund. The unclaimed/unpaid dividend data are also uploaded on the web site of the Company at https://www.jains.com/Company/investor/JISL_Unclaimed_unpaid_Dividends.php
6) Members are requested to send all their documents and communications pertaining to shares to MUFG Intime India Private Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai - 400083 for both physical and demat segments of Ordinary Equity and DVR Equity Shares of the Company. Please quote on all such correspondence - "Unit - Jain Irrigation Systems Limited" For Shareholders queries- Telephone No. 022-49186000, Fax: 022-49186060, E-mail ID: [email protected] Web: www.mufgintime.co.in or Company's E-mail ID: [email protected]
7) Members are requested to notify change in address, if any, immediately to MUFG Intime India Private Limited quoting their folio numbers.
8) In terms of circular issued by Securities and Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN card to the Company or its RTA in the following cases viz. Transfer of shares, Deletion of name, Transmission of shares and Transposition of shares. Shareholders are requested to furnish self-certified copy of PAN card for all the above mentioned transactions.
9) It is observed that few members have still not surrendered their old Share Certificates for Equity Shares of Rs. 10/- each for exchange with the new Share Certificates for Equity Shares of Rs. 2/- each. They are once again requested to surrender the Share Certificates for Equity Shares of Rs. 10/- each at the Registered Office of the Company so as to enable the Company to do the needful.
10) Electronic copy of the Annual Report being sent to the members whose email ID's are registered with the Company/ Depository Participant(s) for communication purpose unless member has requested for a physical copy of the Annual Report.
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11) Members may note that the Notice of the 39th Annual General Meeting and the Annual Report 2025-26 is available on the Company's website at www.jains.com for being downloaded. The physical copies of the aforesaid documents will also be available at the Registered Office of the Company for inspection during normal business hours (11 AM to 1 PM) on working days except Saturday till the date of the meeting. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making the request for the same, by post free of cost. For any communication, the Shareholders may also send requests to the Company's investor E-mail ID: [email protected]
12) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
13) The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this notice below. The Company will also send communication relating to remote e-voting which inter alia would contain details about User ID and password along with a copy of this Notice to the members separately.
14) Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative to attend and vote their behalf at the Meeting.
15) Information and other instructions relating to e-voting are as under:
a) Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Annual General Meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ('remote e-voting').
b) The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.
c) The Company has engaged the services of National Securities Depository Limited, Mumbai ("NSDL") as the Agency to provide e-voting facility.
d) The Board of Directors of the Company has appointed Ms. Amrita Nautiyal, Proprietor of M/s. ADCN & Co., Practicing Company Secretary, Mumbai, as Scrutinizer to scrutinize the Poll and remote e-voting process in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for same purpose.
e) Voting rights shall be reckoned on the paid up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. Tuesday, 4th August, 2026.
f) A person, whose name is recorded in the Register of Members or in the Register of Beneficial owners maintained by the Depositories as on the cut-off date, i.e. Tuesday, 4th August, 2026 only shall be entitled to avail the facility of remote e-voting.
g) Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date i.e. Tuesday, 4th August, 2026, may obtain the User ID and password in the manner as provided in Instruction Section.
h) The remote e-voting facility will be available during the following period:
Commencement of remote e-voting: From 9.00 AM (IST) on Thursday, 6th August, 2026
End of remote e-voting: Up to 5:00 PM (IST) on Sunday, 9th August, 2026
The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period.
i) The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting, will, not later than two days of conclusion of the Meeting, make a consolidated scrutinizer's report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer's report shall be placed on the website of the Company www.jains.com. The results shall simultaneously be communicated to the Stock Exchanges.
j) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. 10th August, 2026.
Instructions for AGM through VC/OAVM
1) Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 ("SEBI Circular") and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold
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EGM/AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM/AGM shall be conducted through VC / OAVM.
2) Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
3) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will also include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
4) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
6) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.jains.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
7) AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on 6th August, 2026 at 09:00 A.M. and ends on 9th August, 2026 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 4th August, 2026 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 4th August, 2026.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDL e-Voting system
A] Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
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^{}[] Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
| Individual Shareholders holding securities in demat mode with NSDL. | 1) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
| 2) Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| 3) If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 4) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.e-voting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| 5) Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned on the lift side for seamless voting experience. | |
| Individual Shareholders holding securities in demat mode with CDSL | 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. |
| 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. | |
| 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. | |
| 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. | |
| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33 |
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2) Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
3) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4) Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300*** and Client ID is 12*** then your user ID is IN300***12***. |
| For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID For example if your Beneficiary ID is 12*** then your user ID is 12*** |
| For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001*** |
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
C) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
6) If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
- Now, you will have to click on "Login" button.
- After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1) After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
2) Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
| Even | ISIN | Company Name |
|---|---|---|
| 140254 | INE175A01038 | Jain Irrigation Systems Limited |
| 140282 | IN9175A01010 | Jain Irrigation Systems Limited |
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3) Now you are ready for e-Voting as the Voting page opens.
4) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5) Upon confirmation, the message "Vote cast successfully" will be displayed.
6) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
1) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
2) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
3) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Rimpa Bag at [email protected].
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
2) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
3) Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
4) In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:
1) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2) Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
3) Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
4) The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1) Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2) Members are encouraged to join the Meeting through Laptops for better experience.
3) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
4) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5) Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
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^{}[] Explanatory Statement
^{}[] 10
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
SPECIAL BUSINESS
Item No. 3 – To ratify remuneration of Cost Auditor for Financial Year ending 31st March, 2026
The Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed M/s. D. C. Dave & Co., Cost Accountants, as the Cost Auditor of the Company to conduct the audit of the cost records maintained by the Company for the financial year ending 31st March, 2026.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, the Board has recommended remuneration of ₹7,00,000 (Rupees Seven Lakhs only), plus applicable taxes and reimbursement of out-of-pocket expenses, if any, payable to M/s. D. C. Dave & Co. for the aforesaid audit.
Accordingly, the consent of the Members is sought for ratification of the remuneration payable to the Cost Auditor for the financial year ending 31st March, 2026.
The Board of Directors recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members.
None of the Directors or Key Managerial Personnel of the Company are interested in the resolution placed before the meeting either directly or indirectly.
Item No. 4 – Appointment and Remuneration to Mr. Athang Anil Jain for an Office or Place of Profit in the Company under Section 188(1)(f) of the Companies Act, 2013:
Pursuant to the provisions of Section 188(1)(f) of the Companies Act, 2013 ("the Act") read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, appointment of a Related Party to hold an office or place of profit in the Company carrying remuneration exceeding the prescribed monetary limits (at present limit is ₹30 lakhs per annum) requires the prior approval of the Members by way of an 'Ordinary Resolution'. Since the proposed transaction does not constitute a Material Related Party Transaction under Regulation 23 of the SEBI LODR Regulations, the disclosure requirements prescribed under the SEBI LODR Regulations and the applicable Industry Standards for obtaining shareholders' approval of Related Party Transaction(s) are not applicable.
Mr. Athang Anil Jain, (Age: 34 years) is a Related Party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), being the son of Shri Anil B. Jain, Vice Chairman & Managing Director of the Company.
In 2012-13 Mr. Athang Anil Jain was appointed as Top Management Trainee at a remuneration (CTC) of Rs. 50,000 per month (Rs. 6 lakhs per annum), later in 2024, the Board had approved his appointment to hold an office or place of profit in the Company at a remuneration of Rs. 2.5 lakhs/month (Rs. 30 lakhs per annum) i.e. within the limits prescribed under Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014. Since 2024, Mr. Athang Anil Jain has progressively assumed significantly enhanced strategic, managerial and operational responsibilities across various businesses of the Company. Accordingly, upon the recommendation of the Nomination and Remuneration Committee ("NRC") and the Audit Committee, the Board (all with disinterested quorum) have approved the proposed revision in his remuneration, subject to the approval of the Members at 39th AGM.
The Company has over the years evolved with operations spanning Hi-Tech Agri Inputs, Plastic Products and Agro Processing business, supported by subsidiaries, associates, joint ventures and strategic investments in India and overseas. Considering the increasing scale, multi-location, multi products and complexity of its operations, the Company has adopted a structured leadership development and succession planning framework to ensure continuity of leadership for long-term sustainable growth. As part of this said framework, managerial executives are provided progressive exposure across various business functions before grooming for higher enterprise wide leadership responsibilities.
The Company has adopted succession planning and leadership development as an integral part of its long-term governance framework as suggested by Board of Directors. Accordingly, Mr. Athang Anil Jain has been provided progressive exposure to various business functions and management responsibilities over the last 13 years. As part of this development process, he has also attended meetings of the Board of Directors, as an observer, from time to time to gain exposure to the Board's deliberations, strategic oversight and corporate governance processes, thereby enabling him to develop the leadership capabilities required for higher governance responsibilities.
Mr. Athang Anil Jain has been associated with the Jain Group since 2013 and has cross-functional experience across food processing, consumer products, sustainability initiatives, strategic decision making, mergers and acquisitions, international business development. Mr. Athang plays a group-wide strategic role with direct responsibility for the food and beverages business and reports to senior management i.e. ED's. He holds a Bachelor's Degree in Economics and Statistics from St. Xavier's College, Mumbai and a Master's Degree in Management and Strategy from the London School of Economics and Political Science, London. He presently serves as President of the Company & Non-Executive Director on the Board of Jain
Farm Fresh Foods Limited and Observer on the Board of Rivulis Pte. Ltd., Singapore
To determine the proposed remuneration, the Company commissioned an independent executive compensation benchmarking study by MNC consulting firm, to ensure that the proposed remuneration is fair, reasonable and aligned with prevailing market practices for comparable executive leadership positions. The benchmarking exercise considered various factors including the scale, complexity of the Company's operations, organisational structure, scope of responsibilities, reporting relationships, internal remuneration parity, prevailing market compensation practices, age and experience etc. It was also observed in the said study that compensation at lower percentiles generally represents executives at relatively earlier stage of their leadership careers with relatively lower levels of experience and responsibilities, whereas compensation at higher percentiles generally corresponds to executives possessing greater experience and broader leadership responsibilities. Accordingly, while determining the proposed remuneration, the NRC, Audit Committee and the Board have considered the appropriate market positioning having regard to Mr. Athang Anil Jain's age, qualifications, experience, enterprise wide responsibilities, leadership capabilities, strategic importance of the role and his expected future contribution to the Company.
The Board is of the opinion that the proposed remuneration appropriately reflects the responsibilities both present and future discharged/to be discharged by Mr. Athang Anil Jain and is fair, reasonable, commercially justifiable and aligned with the Company's remuneration philosophy and long-term business objectives. The Board further believes that the proposed remuneration will strengthen the Company's executive leadership framework, support business transformation and strategic growth initiatives, facilitate next generation succession planning, promote leadership continuity and contribute to sustainable long-term value creation for the Company and its shareholders.
The information required to be disclosed pursuant to Section 188(1)(b) of the Act read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, for approval of Related Party Transactions is set out in Annexure II forming part of this Notice.
This Resolution shall be implemented only after the approval of the Members of the Company.
The scope of related party with reference to this particular contract or arrangement is restricted to those entities and members who have a direct interest or nexus in the transaction and other members or related parties who do not have a direct interest in that particular transaction will not be barred from voting on the resolutions in relation to the transaction.
Except Shri Anil B. Jain, Vice Chairman & Managing Director of the Company, being the father of Mr. Athang Anil Jain, Mr. Athang Anil Jain and their respective relatives, none of the Directors, Key Managerial Personnel of the Company, are in any way, concerned or interested, financially or otherwise, in the Resolution.
Item No. 5 - Appointment and Remuneration to Mr. Abhedya Ajit Jain for an Office or Place of Profit in the Company under Section 188(1)(f) of the Companies Act, 2013:
Pursuant to the provisions of Section 188(1)(f) of the Companies Act, 2013 ("the Act") read with Rule 15 (3) (b) of the Companies (Meetings of Board and its Powers) Rules, 2014, appointment of a Related Party to hold an office or place of profit in the Company carrying remuneration exceeding the prescribed monetary limits (at present limit is Rs. 30 lakhs per annum) requires the prior approval of the Members by way of an 'Ordinary Resolution'. Since the proposed transaction does not constitute a Material Related Party Transaction under Regulation 23 of the SEBI LODR Regulations, the disclosure requirements prescribed under the SEBI LODR Regulations and the applicable Industry Standards for obtaining shareholders' approval of Related Party Transaction(s) are not applicable.
Mr. Abhedya Ajit Jain (Age: 31 Years) is a Related Party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), being the son of Shri Ajit B. Jain, Joint Managing Director of the Company.
In 2018, Mr. Abhedya Ajit Jain was appointed as Top Management Trainee at a remuneration (CTC) of Rs. 1,20,000 per month (Rs. 14.40 Lakhs per annum), later in 2024, the Board had approved his appointment to hold an office or place of profit in the Company at a remuneration of Rs. 2.5 lakhs/month (Rs. 30 lakhs per annum) i.e. within the limits prescribed under Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014. Since 2024, Mr. Abhedya Ajit Jain has assumed significantly enhanced managerial, operational and export (plastic products) responsibilities across the Company, major plastic raw material procurement, global supply chain and digital transformation initiatives. Accordingly, upon the recommendation of the Nomination and Remuneration Committee ("NRC") and the Audit Committee, the Board (all with disinterested quorum) have approved the proposed revision in his remuneration, subject to the approval of the Members at 39th AGM.
As part of its long-term succession planning framework, the Company has adopted a structured approach towards developing future next generation business leaders by providing progressive cross-functional exposure and increasing general administrative and management responsibilities. In line with this framework, Mr. Abhedya Ajit Jain has been entrusted with diverse responsibilities across exports, supply chain management, plastic raw material procurement, digital transformation and plastic products business development, enabling him to develop leadership capabilities, gain extensive operational experience and contribute to the Company's long-term objectives.
Mr. Abhedya Ajit Jain holds a Bachelor of Management Studies from H.R. College of Commerce and Economics, University of Mumbai, and a Master of Science in International Marketing from King's College London. He has also completed Executive Education Programmes from globally recognised institutions
^{}[] Explanatory Statement
including Harvard Business School, London Business School, Hautes Études Commerciales de Paris (HEC Paris) and Institut Européen d'Administration des Affaires (INSEAD), in the areas of leadership, entrepreneurship, agribusiness, digital transformation and business innovation.
He commenced his career with the Company as a Top Management Trainee and subsequently worked in business development before assuming his present role as Vice President – Plastics Exports & Supply Chain, where he is responsible for leading the Company's Plastics Export business, global supply chain, strategic procurement, logistics management, digital transformation, ERP integration, marketing automation, customer relationship management and cross-functional coordination across international operations.
During his association with the Group, Mr. Abhedya Ajit Jain has played an important role in expanding the Company's Plastics Export business across multiple international markets, strengthening customer and distributor relationships, improving procurement strategies, optimising global supply chain operations and driving various digital transformation initiatives, including ERP-based operational improvements, marketing automation and adoption of Artificial Intelligence (AI)-enabled solutions. He has also contributed towards development of new international markets, strengthening cyber security initiatives and improving admin coordination across business functions.
The Company believes that strengthening leadership across plastic raw material procurement, exports and supply chain functions is critical to achieving its long-term business objectives. The proposed revision in remuneration appropriately recognises the enhanced responsibilities presently as well as in future discharged/to be discharged by Mr. Abhedya Ajit Jain and supports the Company's leadership development and succession planning framework.
To determine the proposed remuneration, the Company commissioned an independent executive compensation benchmarking study by MNC consulting firm, to ensure that the proposed remuneration is fair, reasonable and aligned with prevailing market practices for comparable executive leadership positions. The benchmarking exercise considered various factors including the scale, complexity of the Company's operations, organisational structure, scope of responsibilities, reporting relationships, internal remuneration parity, prevailing market compensation practices, age and experience etc. It was also observed in the said study that compensation at lower percentiles generally represents executives at relatively earlier stage of their leadership careers with relatively lower levels of experience and responsibilities, whereas compensation at higher percentiles generally corresponds to executives possessing greater experience and broader leadership responsibilities. Accordingly, while determining the proposed remuneration, the NRC, Audit Committee and the Board have considered the appropriate market positioning having regard to Mr. Abhedya Ajit Jain's age, qualifications, experience, enterprise wide responsibilities, leadership capabilities, strategic importance of
the role and his expected future contribution to the Company.
The Board is of the opinion that the proposed remuneration appropriately reflects the responsibilities both present and future discharged/to be discharged by Mr. Abhedya Ajit Jain and is fair, reasonable, commercially justifiable and aligned with the Company's remuneration philosophy and long-term business objectives. The Board further believes that the revision in remuneration will strengthen next generation leadership across raw material procurement and supply chain functions, support digital transformation, improve administrative & operational efficiencies, facilitate next generation succession planning and contribute to sustainable long-term value creation for the Company and its shareholders.
The information required to be disclosed pursuant to Section 188(1)(b) of the Act read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014 for approval of Related Party Transactions is set out in Annexure III forming part of this Notice.
This Resolution shall be implemented only after the approval of the Members of the Company.
The scope of related party with reference to this particular contract or arrangement is restricted to those entities and members who have a direct interest or nexus in the transaction and other members or related parties who do not have a direct interest in that particular transaction will not be barred from voting on the resolutions in relation to the transaction.
Except Shri Ajit B. Jain, Joint Managing Director of the Company, being the father of Mr. Abhedya Ajit Jain, Mr. Abhedya Ajit Jain and their respective relatives, none of the Directors, Key Managerial Personnel of the Company, are in any way, concerned or interested, financially or otherwise, in the Resolution.
By the Order of the Board
For Jain Irrigation Systems Ltd.
Sd/-
A.V. Ghodgaonkar
Company Secretary
Place : Jalgaon
Date : 14th July, 2026
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^{}[] ANNEXURE - I TO THE NOTICE
Disclosures pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standard on General Meetings (SS-2).
Details of Directors retiring by rotation / seeking appointment / re-appointment at the ensuing Annual General Meeting referring to Item No. 2 of notice
| Particulars | Details |
|---|---|
| Name | Shri Ajit B. Jain |
| Director Identification Number | 00053299 |
| Age | 60 years |
| Qualification | Bachelor's Degree in Mechanical Engineering from Pune |
| Experience | More than 40 years |
| Nature of Expertise in specific functional areas | • Manufacturing Operations • Micro Irrigation Systems • Plastic Pipes & Products • Precision Agriculture • Product Development • Marketing • Business Strategy and General Management |
| Brief Resume of the Director | Mr. Ajit B. Jain holds a Bachelor's Degree in Mechanical Engineering and has over 40 years of rich experience in the irrigation, plastic piping and manufacturing industries. He joined the Jain Group in 1984 and commenced his career with training in production and maintenance in the pipe division. He subsequently led the establishment of the Company's pipe manufacturing facility at Sendhwa, Madhya Pradesh, and has played a key role in the growth and expansion of the Company's pipe manufacturing and Micro Irrigation Systems businesses. As Joint Managing Director, he is responsible for the Micro Irrigation Systems business, pipe division and the marketing of plastic products, including drip irrigation systems, PVC, PE and other speciality pipes and fittings. He provides strategic leadership in manufacturing, operations, administration, marketing, product development and the development of new applications, besides driving the adaptation and advancement of drip irrigation technology and precision agriculture solutions suited to Indian and global markets. He has also been actively involved in the technical integration of acquired businesses and in strengthening the Company's operational capabilities. Mr. Ajit B. Jain has made significant contributions towards the promotion of efficient water management, micro irrigation, precision agriculture and hi-tech horticulture practices, particularly in the cultivation of banana under drip irrigation technology. He has been actively associated with various industry bodies and agricultural development initiatives and continues to contribute to the advancement of sustainable agricultural practices. |
| Date of first Appointment | March 01, 1998 |
| Terms and conditions of Appointment/Reappointment | Shri. Ajit B. Jain is a Director liable to retire by rotation. Terms and conditions of appointment are in accordance with the Appointment and Remuneration Policy of the Company. |
| Remuneration last drawn (FY 26) | Rs. 4,42,40,000 P.A. |
| Remuneration proposed to be given | The Director shall be entitled to receive remuneration as per existing terms and conditions of his appointment as Whole Time Director in 2023 Annual General Meeting (AGM). |
| Number of Board meetings of the Company attended during the year | 6 (Six) |
| Listed Entities in which the person holds the Directorship and the Membership of Committees of the Board along with listed entities from which the person has Resigned in the past three years | Nil |
13
| Particulars | Details |
|---|---|
| Directorships held in other Companies/Branches | Companies: • Jain Vanguard Polybutylene Limited • Jalgaon Investments Private Ltd • Cosmos Investment and Trading Private Ltd. • JAF Products Private Limited • Stock and Securities India Private Limited • Jain Brothers Industries Private Limited • Jain Extrusion and Moulding Private Limited • Jain Rotfil Heaters Private Limited Proprietorship and partnership: • Plastic Enterprises • Jalgaon Metals & Bricks Manufacturing Co. Trust: • Anubhuti Scholarship Foundation • Jain Family Holding Trust • Jain Family Investment Trust • Jain Family Enterprises Trust • Jain Family Investment Management Trust • Jain Family Trust |
| Memberships/Chairmanships of committees of other Companies | Jain Irrigation Systems Limited-: Member of Stakeholder Relationship and Risk Management Committee |
| Number of shares held in the Company | 15,25,015 Ordinary Equity Shares and 5,00,200 DVR Equity Shares |
| Relationship with other Directors and Key Managerial Personnel or their respective relatives | Shri Ashok B. Jain, Shri Anil B. Jain, Shri Ajit B. Jain and Shri Atul B. Jain are brothers and related to each other. |
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^{}[] ANNEXURE - II TO THE NOTICE
Disclosures pursuant to Section 188 of the Companies Act, 2013 read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, for approval of Related Party Transactions referring to Item No. 4 of notice:
| Particulars | Details |
|---|---|
| Name of the Related Party | Mr. Athang Anil Jain |
| Name of the Director / Key Managerial Personnel who is related | Shri Anil B. Jain, Vice Chairman & Managing Director of the Company. |
| Nature of relationship | Mr. Athang Anil Jain is the son of Shri Anil B. Jain and is a Related Party under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI LODR Regulations, being son of Director. |
| Nature, material terms, monetary value and particulars of the contract or arrangement | Appointment of Mr. Athang Anil Jain to hold an office or place of profit in the Company as President for a period of five (5) years from 16 August 2026 to 15 August 2031, on the remuneration and other terms and conditions as set out in the Resolution at item no.4 forming part of the Notice. |
| Any other information relevant or important for the Members to take an informed decision | (i) The proposal has been recommended by the Nomination and Remuneration Committee and the Audit Committee and approved by the Board of Directors (with the interested Director abstaining from discussion and voting). (ii) The proposed remuneration has been benchmarked through an independent executive compensation benchmarking study by MNC consulting firm (The report shall be available for inspection by the Members on all working days, except Saturday, between 11:00 A.M. and 01:00 P.M. till the date of Meeting). (iii) The Board is of the opinion that the proposed remuneration is fair, reasonable and commensurate with the responsibilities entrusted to Mr. Athang Anil Jain and is in the best interests of the Company and its shareholders. |
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ANNEXURE - III TO THE NOTICE
Disclosures pursuant to Section 188 of the Companies Act, 2013 read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, for approval of Related Party Transactions referring to Item No. 5 of the Notice
| Particulars | Details |
|---|---|
| Name of the Related Party | Mr. Abhedya Ajit Jain |
| Name of the Director / Key Managerial Personnel who is related | Shri Ajit B. Jain, Joint Managing Director of the Company |
| Nature of relationship | Mr. Abhedya Ajit Jain is the son of Shri Ajit B. Jain and is a Related Party under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI LODR Regulations, being son of Director. |
| Nature, material terms, monetary value and particulars of the contract or arrangement | Appointment of Mr. Abhedya Ajit Jain to hold an office or place of profit in the Company as Senior Vice President for a period of five (5) years from 16 August 2026 to 15 August 2031, on remuneration and other terms and conditions as set out in the Resolution at item no.5 forming part of the Notice. |
| Any other information relevant or important for the Members to take an informed decision | (i) The proposal has been recommended by the Nomination and Remuneration Committee and the Audit Committee and approved by the Board of Directors (with the interested Director abstaining from discussion and voting). (ii) The proposed remuneration has been benchmarked through an independent executive compensation benchmarking study by MNC consulting firm (The report shall be available for inspection by the Members on all working days, except Saturday, between 11:00 A.M. and 01:00 P.M. till the date of Meeting). (iii) The Board is of the opinion that the proposed remuneration is fair, reasonable and commensurate with the enhanced responsibilities entrusted to Mr. Abhedya Ajit Jain and is in the best interests of the Company and its shareholders. |
^{}[] JAIN
^{}[] Jain Irrigation Systems Ltd.
^{}[] Regd. Office: Jain Plastic Park, N.H. 53, Bambhori, Jalgaon - 425 001 (M.S.)
^{}[] CIN: L29120MH1986PLC042028
^{}[] Only for shareholders attending the AGM physically.
PROXY FORM (MGT-11)
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
| CIN | L29120MH1986PLC042028 | Name of the Company | Jain Irrigation Systems Limited |
| Registered Office | Jain Plastic Park, N.H. 53, Bambhori, Jalgaon - 425 001. | ||
| Name of the Member(s) | ||
| Registered Address | ||
| Email ID | ||
| Folio No | Equity | DVR |
| Client ID | Equity | DVR |
| DP ID | Equity | DVR |
| No of Shares | Equity | DVR |
I/ we, being the member(s) of the above mentioned Company, hereby appoint:
| 1. | Name | |||
| Address | Signature | |||
| or failing him | ||||
| 2. | Name | |||
| Address | Signature | |||
| or failing him | ||||
| 3. | Name | |||
| Address | Signature | |||
as my/ our proxy to attend and vote (on a poll at the meeting) for me/ our behalf at the 39th Annual General Meeting of the Company, to be held on Monday, 10th August, 2026 at 9:30 AM at Registered Office of the Company at Jain Plastic Park, N.H. 53, Bambhori, Jalgaon 425001 and at any adjournment thereof in respect of resolutions below:
| Resolution No. | Particulars of Resolutions |
| 1 | To receive, consider, adopt and approve the Financial Statements for the year ended 31st March, 2026 (including the Standalone Balance Sheet as at 31st March, 2026 and the Standalone Profit and Loss Account, Standalone Cash Flow Statement for the year), as well as the (Consolidated Balance Sheet as at 31st March, 2026 and the Consolidated Profit and Loss Account, Consolidated Cash Flow Statements for the year ended on even date), together with Accounting Policies, Notes, Schedules and reports of the Director’s and Auditor’s thereon. |
| 2 | To appoint a Director in place of Shri Ajit B. Jain (DIN: 00053299), who retires by rotation in terms of Section 152 (6) of the Companies Act 2013, and being eligible offers himself for reappointment as Director, subject to retirement by rotation. |
| 3 | Ratification of remuneration of Cost Auditors for Financial Year ending 31st March 2026. |
| 4 | Appointment and Remuneration to Mr. Athang Anil Jain for an Office or Place of Profit in the Company under Section 188(1)(f) of the Companies Act, 2013. |
| 5 | Appointment and Remuneration to Mr. Abhedya Ajit Jain for an Office or Place of Profit in the Company under Section 188(1)(f) of the Companies Act, 2013. |
Signed this day of __ August, 2026
Signature of Shareholder: ____
| Affix Revenue Stamp | Signature of Proxy holder(s) ________________ |
| ₹ 1 |
Note:
(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.
(2) For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 39th Annual General Meeting.
(3) Please complete all details including details of member(s) in above box before submission.
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^{}[] JAIN
^{}[] Jain Irrigation Systems Ltd.
^{}[] Regd. Office: Jain Plastic Park, N.H.No. 53, Bambhori, Jalgaon - 425 001 (M.S.)
^{}[] CIN: L29120MH1986PLC042028
ATTENDANCE SLIP
Only Shareholders or the Proxies will be allowed to attend the meeting.
Name of Shareholder: _______
a) Ordinary Equity Shares
| DPID | L.F. No. | ||
| Client ID | No of Shares held |
b) DVR Equity Shares
| DPID | L.F. No. | ||
| Client ID | No of Shares held |
I/ we hereby record my/ our presence at the 39th Annual General Meeting of the Company being held on Monday, 10th August 2026 at 9:30 AM at Registered Office of the Company at Jain Plastic Park, N.H. 53, Bambhori, Jalgaon 425001.
Signature of Shareholder(s) 1. ____ 2. ____ 3. _____
Note: Shareholders attending the meeting in person or Proxy are requested to complete the attendance slip and hand over it at the entrance of the meeting venue.
Route Map to Venue
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