Your Resolution Professional (RP) has pleasure to present the 43rd
Annual Report and the Company's Audited Financial Statement for the
year ended 31st March, 2025.

The Company's financial performance for the year ended on 31st
March, 2025 is summarized below:

FINANCIAL RESULTS

I? in Crore)

CORPORATE INSOLVENCY RESOLUTION PROCESS

Vide an order dated 25th January, 2024, passed by the Hon'ble NCLT,
Ahmedabad Bench, the Company was admitted to Corporate Insolvency
Resolution Process (CIRP) and Mr. Dhaval C. Khamar, Registration
No. IBBI/IPA-001/IP-P02574/2021- 2022/13944 was appointed as Interim
Resolution Professional of the Company.

Further, during the year under review, Mr. Mukesh Verma was appointed
as the Resolution Professional of the Company w.e.f. 15th April, 2024.

Pursuant to Section 17 of the Insolvency and Bankruptcy Code, 2016,
the powers of Board of Directors of the Company stand suspended
with effective from the CIRP commencement date i.e. 25th January,
2024 and such powers along with the management of affairs of the
company are vested with the Resolution Professional.

Accordingly, Company has prepared Resolution Professionals' Report
instead of Boards' report and the said report has been signed by
Resolution Professional only instead of Chairman or any director on
behalf of Board of Directors as required u/s 134 of the Companies Act,
2013.

PHYSICAL HANDOVER OF SECURED ASSETS & RELINQUISHMENT
OF MANAGEMENT CONTROL TO CFM ASSET RECONSTRUCTION
PRIVATE LIMITED (ASSET RECONSTRUCTION COMPANY)

As you are aware, on 13th August, 2021, all the lenders (except
Tamilnad Mercantile Bank Ltd) (TMB) have assigned the debts along
with all the rights and interests on the secured assets to CFM Asset
Reconstruction Private Limited (CFM) under the Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002 (SARFAESI) by executing two Assignment Agreements both
dated 13th August, 2021. A total of 14 fourteen lenders aggregating
approximately 99% of the total debt of the Company have assigned
their debt to an Asset Reconstruction Company called CFM Asset
Reconstruction Private Limited as on 31st March, 2022.

CFM Asset Reconstruction Private Limited has sold all secured assets
by way of private treaty under the SARFAESI Act, 2002 to Madelin
Enterprises Private Limited (MEPL) & CFM has sent intimation for sale
of all the assets of the company to Madelin Enterprises Private Limited
(MEPL). Accordingly, manufacturing operations from all locations have
been discontinued.

DIVIDEND

With the handover of the secured assets of the Company to Madelin
Enterprises Pvt. Ltd (MEPL) there is no revenue or profit for the
company and due to the fact that the Company was under CIRP during
the year under review, no dividend is recommended on equity shares
of the Company for the year 2024-25.

However, the dividend on the preference shares will be carried forward
for payment in the next financial year.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2025 was X 81.87
crores and Preference Share Capital as on 31st March, 2025 was
X 14.91 crores.

RESERVES & SURPLUS

You are well aware that, the balance standing in the Equity Share Capital
account along with Other Equity account (Reserves and Surplus) has
completely been eroded due repossession of assets by the Lender. The
net worth of the Company is negative as on the Balance Sheet date.

PERFORMANCE OF THE COMPANY

The Company's revenue for financial year 2024-25 was X Nil against
?1.94 crores for the previous year. This was primarily due to
discontinuation of manufacturing operations of the Company and
initiation of CIRP of the Company.

DIRECTOR'S

All Independent Directors have given declarations that they meet the
criteria of Independence as laid down under Section 149(6) of the
Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015.

As your Company is under CIRP no change is proposed in the Board of
Directors. Power of Board of Directors have been suspended pursuant
to section 17 of the IBC 2016 on the commencement of the CIRP
Mr. Seetharam N. Shetty (DIN: 07962778) ceased to be a Director of
the Company w.e.f. April 20, 2025 due to his sad demise. Accordingly,
Mr. Seetharam N Shetty ceases to be a Director of the Company w.e.f.
April 20, 2025.

Further, Mrs. Ujjwala Apte (DIN: 00403378) have ceased to be a Director
of the Company w.e.f. June 01, 2025 on account of completion of her
tenure of appointment as approved by the shareholders.

BOARD EVALUATION

As the Company was under CIRP during the year under review, no
formal annual evaluation has been done for the directors performance
and that of the committees and individual directors as required under
the provisions of Section 134 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 during the Financial Year 2024-25.

BOARD COMMITTEES

As per the requirements of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015, the
Board of Directors of the Company has five Committees namely Audit
Committee, Stakeholders Relationship Committee, Risk Management
Committee, Nomination and Remuneration Committee and Corporate
Social Responsibility Committee.

However, due to the Company being under CIRP during the year under
review, the powers of the Board and the committees thereof stand
suspended. Accordingly, no meetings of any committee of the Board
of Directors were held during the year under review.

KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Ujjwala Apte was relieved from
her position as the Company Secretary of the Company w.e.f. June
10, 2024. Accordingly, there was no Key Managerial Personnel in the
Company as on March 31,2025.

NUMBER OF MEETINGS OF THE BOARD & AUDIT COMMITTEE

Due to the Company being under CIRP during the year under review,
the powers of the Board and the committees thereof stand suspended.
Accordingly, no meetings of the Board of Directors or any committee
thereof were held during the year under review.

SUBSIDIARIES

Company has an overseas subsidiary under the name and style of JBF
Global Pte Ltd based out at Singapore, which has subsidiaries, namely
JBF Petrochemicals Limited at Mangalore, India, JBF Trade Invest Pte
Ltd at Singapore and JBF RAK LLC at UAE with its own subsidiaries,
JBF Bahrain WLL and JBF Global Europe BVBA at Belgium.

Resolution Professional would like to bring to the attention of all
stakeholders that the step down subsidiary namely JBF Petrochemicals
Limited (JPL) had defaulted in payment of interest and repayment of
principal to its lenders in FY17-18. The consortium of lenders with IDBI
Bank as the lead banker had made an application under the Insolvency
Bankruptcy Code, 2016 (IBC) to recover their dues before the National
Company Law Tribunal, Ahmadabad in May 2018. This subsidiary has
been taken over by GAIL through the CIRP

JBF Trade Invest Pvt Ltd was strike off and Restructuring process is
going on for JBF RAK LLC at UAE.

The Company had issued a corporate guarantee of USD 463.96 Million
(equivalent of ? 3,775.87 Crore) to the lenders of JBF Petrochemicals
limited ('JPL"), a step down subsidiary. One of the lenders of JPL vide
it's letter dated 24th April, 2018 invoked corporate guarantee to the
extent of USD252.00 Million (equivalent of ? 2,069.24 Crore) as JPL
has defaulted in servicing its borrowings towards principal and interest
thereon. Company has denied above invocation and is of the view that
above corporate guarantee was valid only up to one year from the
Commercial operation date i.e. 31st March, 2017 and all obligation of
the Company towards above lenders stand rescinded, have fallen away
and ceased to exist as on 1st April, 2018. In view of the above, invocation
of corporate guarantee on 24th April, 2018 is not legally tenable and
hence no provision is required towards the guarantee so invoked.
Company has discontinued recognition of guarantee commission w.e.f.
1st April, 2018. However, IDBI bank filed an IA with NCLT Ahmedabad
against rejection of their claim in CIRP process, which stands allowed &
in compliance of orders of Honorable NCLT, RP has admitted the claim
of IDBI. CFM and RP had filed an appeal in NCLAT against the NCLT
order and the same has been referred by the Auditors in their reports on
the Financial Statements & results for the earlier years/ quarters. Voting
on the Resolution plan has been stayed by the Hon'ble NCLAT CFM
has withdrawn the appeal and on the directions of COC, RP has also
withdrawn the appeal. The same has been referred by the Auditors in
their report on the results.

As on 31st March 2023, M/s. Madelin Enterprises Pvt. Ltd., has acquired
the holding of our Company in the Subsidiary Company JBF Global Pte
Limited situated at Singapore under the SARFAESI Act but pending
transfer in the name of Madelin Enterprises Pvt. Ltd., the shares are
still in the company as on date.

One of the operational creditors of JBF RAK LLC, situated at UAE (JBF
RAK), had made an application with National Company Law Tribunal
(NCLT) under Insolvency and Bankruptcy Code, 2016 against the
Company. for supply of raw materials to JBF RAK and claimed for a debt
of ? 12,848 lakh (USS19,899,091.53) as per notice dated 17th February,
2020. This application stand dismissed as infructuous. The operational
creditor of JBF RAK LLC has filed its claim with IRP which was admitted
but later shifted to not admitted category by the RP and matter is
sub-judice, as rejection is contested by the Operational Creditor.

EXPLANATION/COMMENTS ON AUDIT QUALIFICATIONS

1. Interest @ 9% on Borrowings

As the Company was admitted by the Hon'ble NCLT vide its order
dated 25th January 2024, therefore, the Company has provided interest
@ Nil% p.a. w.e.f. 1st April 2023 on term loan, Cash Credit limits and
Cumulative Redeemable Preference Shares (CRPS) on its borrowings
aggregating to ? 2,47,379 lakhs (Term Loan ? 64,121 lakhs and Cash
Credit 1,71,862 lakhs and CRPS ? 11,396 lakhs) as against the
documented rate as required as per IND AS -23 "Borrowing Costs" read
with IND AS-109 on "Financial Instruments" since Company unable to
service interest liability. Aggregate amount of interest not provided for
as at 31st March, 2025 is ? 1,56,150 lakhs. The same has been qualified
by the Auditors in their report on the results and was also qualified by
the Auditors in their reports on the Financial Statements & results for
the earlier year/ quarters.

2. CLAIM FILED BY AN OPERATIONAL CREDITOR OF JBF RAK LLC,

(step-down subsidiary of the company)

In respect of Audit Qualification as referred in (Il) (a) (ii) above -application
filed by one of the operational creditors of JBF RAK LLC, a subsidiary of
the Company, against the Company - This application stand dismissed
as infructuous. hence no provision is required for above claim. Further,
the operational creditor of JBF RAK LLC has filed its claim with RP which
also has been rejected by him and matter is subjudice. The company
has shown this as Contingent Liability.

CORPORATE GOVERNANCE

As per Regulations 34 (3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015, a separate
section on corporate governance practices followed by the Company
(including disclosures prescribed under Section II of Part II of Schedule
V of the Companies Act, 2013), together with a certificate from the
Company's Auditors on compliance forms an integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The disclosures required under section 135 of the Companies Act,
2013, read with the rule 8(1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are annexed to Directors/ RP Report.
The CSR Policy adopted by the Company is uploaded on the website of
the Company at www.jbfindustries.co.in

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014

Disclosure pertaining to the remuneration and other details as required
under section 197(12) of the act read with Rule 5(2) of the Companies
(Appointment And Remuneration of Managerial Personnel) Rules,
2014 is given in Annexure and forms part of this report. However,
as per the provisions of section 136(1) of the Act, this report is sent
to the shareholders excluding the said information. Any shareholder
interested in obtaining such particulars may write to the Company at
the Registered Office of the Company.

COMPANY POLICIES

The Company has formulated various policies which are available on
our website: www.ibfindustries.co.in

ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act, the
data on Annual Return has been uploaded on the Company's website
viz: www.jbfindustries.co.in

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, WHICH HAVE OCCURRED AFTER THE END OF
THE FINANCIAL YEAR

There were no material changes and commitments that may affect the
financial position of the Company, which may have occurred between
the end of the financial year and the date of this report.

MATERIAL ORDERS PASSED BY THE TRIBUNAL

During the year under review, Mr. Mukesh Verma was appointed as the
Resolution Professional of the Company w.e.f. 15th April, 2024 by the Hon'ble
NCLT, Ahmedabad bench.

MAINTENANCE OF COST RECORDS

The provisions of Section 148(1) of the Act were not applicable to the
Company during the year under review.

NOMINATION & REMUNERATION POLICY

The Company has formed Nomination and Remuneration Committee
and framed the Remuneration Policy. The Committee has been given
responsibility of appointment and re-appointment of Whole-time
Director, Directors, Key Managerial Persons and the specified employees
/executives of the Company and approving their remuneration based on
their qualification experience and responsibility in the Company. This
Committee had no say in the appointment of the above mentioned
employees/executives post 13th August, 2021.

The salient features of Remuneration policy are included in Corporate
Governance Report forming part of this annual report.

RISK MANAGEMENT POLICY

As a good governance practice, the Company has constituted Risk
Management Committee. The Company has a Risk Management Policy
and a team to evaluate business risks. However, post 13th August,
2021 with CFM reigning control over the business operations of the
Company, the said Committee had a very limited role to play into the
business affairs of the Company.

Prior to 13th August, 2021, the Board of Directors used to regularly
review risk and threats in the business and takes suitable steps to
safeguard Company's interest.

RELATED PARTY TRANSACTIONS POLICY

As per the information available with us, the Company had adopted
a Policy for Related Party Transactions as per the erstwhile Listing
Agreement entered into with Stock Exchanges. However, the Company
does not have a Board approved Policy for Related Party Transactions
as per the requirements of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

There are no material related party transactions during the period under
review with the Promoters, Directors or Key Managerial Personnel.
The Company has not formulated a policy on materiality as regards to
Related Party Transactions.

WHISTLE BLOWER POLICY

As per the information available with us, the Company had adopted
a Whistle Blower Policy as per Section 177 of the Companies Act,
2013 and the erstwhile Listing Agreement entered into with Stock
Exchanges. However, the Company does not have a Board approved
Whistle Blower Policy as per the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY AND
PRESERVATION OF DOCUMENTS POLICY

Separate Management Teams are normally appointed to review
periodically at different locations of the Company. As at present the
company has only one male employee on its rolls.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits from
the general public.

STATEMENT OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

No new directors have been appointed during the period.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during
the year under review.

INTERNAL FINANCIAL CONTROLS

Your Company's internal controls systems commensurate with the
nature and size of its business operations. Adequate internal controls,
systems and checks are in place and the management exercises
financial controls on the operations through a well-defined budget
monitoring process and other standard operating procedures.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY COMPANY

On 13th August, 2021, all the lenders (except Tamilnad Mercantile Bank
Ltd) had assigned the debts along with all the rights and interests on
the secured assets to CFM Asset Reconstruction Private Limited (CFM)
under the Securitization and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 (SARFAESI) by executing
two Assignment Agreements both dated 13th August, 2021. A total of
14 fourteen lenders aggregating approximately 99 % of the total debt
of the Company had assigned their debt to an Asset Reconstruction
Company called CFM as on 13th August, 2021. The Board of Directors'
are no longer in the helm of affairs of the Company w.e.f - 13th August,
2021. CFM was closely monitoring and managing the day to day plant
and corporate office operations through Deloitte Touche Tohmatsu
India LLP, Mumbai who had been appointed as the nodal agency by
CFM. Further, to the intimation of the said assignment, CFM had also
issued a demand notice under Section 13(2) of the SARFAESI Act, 2002
and the rules framed there under to recover the entire dues including
principal and interest. In response to the said notice, the Company had
given an "In principle consent" to handover the secured assets which
includes land, building, movable assets, inventory, sundry debtors,
investments in subsidiaries & step-down subsidiary, intangible assets
(including the SAP accounting software) and other current and non¬
current assets of the Company to CFM. On 11th November 2021, CFM
took physical possession of the secured assets of JBF Further the
Company was in receipt of Intimation for sale of secured assets by way
of private treaty under the SARFAESI Act, 2002 on 11th May, 2022 and
thereafter, proceeded to sell the same by way of private treaty under
the SARFAESI Act to Madelin Enterprises Private Limited (MEPL).

The Company was admitted by the Hon'ble NCLT into Corporate Insolvency
Resolution Process (CIRP) vide its order dated 25th January 2024 & CIRP is in
progress.

INSURANCE

All the properties of the Company including buildings, plant and machinery and
stock have been repossessed by CFM. There are no fixed assets or stock in the
books of the company.

RESOLUTION PROFESSIONALS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and
explanations obtained by them, your Resolution Professional makes the following
statement in terms of Section 134(3) (c) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for the year ended 31st March,
2025, the applicable Indian Accounting Standards (IND-AS) have been
followed along with proper explanation relating to material departures, if any;

ii. the Directors/RP had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company
as at 31st March, 2025 and of the profit/ loss of the Company for the year
ended on that date;

iii. that the Directors/RP have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors/RP had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and
were operating effectively; and

MANAGEMENT DISCUSSION AND ANALYSIS

As there were no manufacturing operations in the Company during the
year under review, the information relating to segment-wise/product
wise performance, Opportunities and threats, industry developments
etc. were not applicable to the Company and hence not provided.

FUTURE OUTLOOK

At present, your Company is under CIRP Any decision of the Hon'ble
NCLT will have binding effect on all stakeholders. Further, at present
there are no manufacturing operations in the Company.

CONCERNS

At present, your Company is under CIRP Any decision of the Hon'ble
NCLT will have binding effect on all stakeholders.

Details of significant changes in key financial ratios, along with detailed
explanations thereof:

There were significant changes in the following ratios:

DETAILS OF CHANGE IN RETURN ON NET WORTH:

The Entire Net Worth has been eroded and hence Return on Net Worth
is not applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board/RP has devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made hereunder, M/s. Harsh Kothari & Associates, a firm of
Company Secretaries in Practice has been appointed to undertake the
Secretarial Audit of the Company for the year 2024-2025. The Secretarial
Audit Report is included as and forms an integral part of this Report.

Secretarial Audit observation and Management Response on the same

STATUTORY AUDITOR

The Members of the Company had at the Annual General Meeting
held on 13th December, 2023, approved the appointment of M/s.
S. C. Ajmera & Co., Chartered Accountants, Udaipur (Registration No.
002908C) as the Statutory Auditors of the Company for Five years w.e.f.
from 1st April, 2023.

M/s. S. C. Ajmera & Co., Chartered Accountants, Udaipur (Registration
No. 002908C) have confirmed that they continue to be eligible to act as
the Statutory Auditors of the Company in compliance with Section 139
and 141 of the Act read with rules made there under and the Listing
Regulations, to the extent applicable, for the FY 2025-26.

Further, there are no frauds, details of which as required to be reported
under Section 143(12) of the Act.

INTERNAL AUDITOR

Company has not appointed internal Auditor for the Financial year
2024-2025.

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

As the Company does not have any manufacturing operations, it
does not account for substantial energy consumption. However, the
Company adopts all possible measures to conserve energy.

The provisions relating to technology absorption were not applicable to
the Company during the year under review.

There were no foreign exchange earnings and outgo during the year
under review.

ACKNOWLEDGEMENT

The Resolution Professional would like to express their grateful
appreciation for the assistance, support and co-operation received
from the Lenders, Government Authorities and Shareholders during the
year under review.

The employees of the Company contributed significantly in achieving
the results in spite of the on-going turmoil within the Company. The
Resolution Professional takes this opportunity of thanking them and
hope that they will maintain their commitment to excellence in the
years to come.

For JBF Industries Limited

Mr. Mukesh Verma

Resolution Professional (RP)
_{Place : Mumbai} Registration No: IBBI/IPA-001/IP-

^{Place : Mumbai} P01665/2019-2020/12522

Date :13th August, 2025