The Board of Directors are pleased to present the Twelfth Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year (FY) ended March 31, 2018

1. FINANCIAL RESULTS

(Rs. in million)

Note : The consolidated revenue from operations (net of Excise Duty) during the FY 2017-18 stands at Rs. 4741 million against Rs. 5085 million in FY 2016-17

2. STATE OF COMPANY’S AFFAIRS & OPERATIONS

Jubilant Industries Limited (the Company) is a diversified Company engaged in manufacturing of Indian Made Foreign Liquor (IMFL), Agri Products and Performance Polymers. The Company manufactures IMFL at its manufacturing facility located at Nira in Maharashtra with a bottling capacity of 1,00,000 cases/month. The Company’s wholly owned subsidiary, Jubilant Agri and Consumer Products Limited (JACPL) manufactures Agri Products comprising of Single Super Phosphate (SSP) and Performance Polymers at its manufacturing facilities situated at Gajraula & Sahibabad in Uttar Pradesh, Kapasan in Rajasthan and Savli in Gujarat. JACPL is the sole manufacturer of food grade Polyvinyl Acetate (PVAc) in India having state of the art manufacturing facility situated at Gajraula in Uttar Pradesh and also the dominant player in manufacturing of VP Latex having state of the art manufacturing facility situated at Savli in Gujarat.

The Company’s brand ‘Ramban’ in Agri Products and ‘Jivanjor’ & ’Vamicol’ in Wood Adhesive are well known brands in their segments.

Financial Year 2017-18 has also experienced a major tax reform in India, Goods and Services Tax (‘GST’) that had impacted domestic business of your Company. GST, being a major tax reform is expected to positively impact the economy in the long run while short-term disruptions were in line with the expectation.

Consolidated Financials

In FY 2017-18, the consolidated revenue from operations was Rs. 4870.52 million. EBITDA for the year stood at Rs. 304.34 million. Net loss after tax was Rs. 47.37 million and EPS on consolidated basis stood at Rs. (3.97).

Standalone Financials

In FY 2017-18, total revenue from operations was Rs. 21708 million. EBITDA for the year stood at Rs. (13.52) million, Net loss was Rs. 14.56 million and EPS on standalone basis stood at Rs. (1.22).

The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the Act’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the ‘SEBI Listing Regulations, 2015’) and Ind-AS 110 ‘Consolidated Financial Statements’ prescribed under Section 133 of the Act, form part of the Annual Report.

3. DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses, the Board of Directors has not recommended any dividend for the financial year 2017-18. Accordingly, there has been no transfer to general reserves.

4. CAPITAL STRUCTURE / STOCK OPTION Authorised Share Capital

The authorized share capital of the Company as at March 31, 2018 was Rs. 150 million.

Paid-up Share Capital

During the FY 2017-18, 16,031 equity shares were allotted to eligible employees pursuant to exercise of Stock Options. As at March 31, 2018 the paid-up share capital stands at Rs. 119.31million comprising of 1,19,31,101 equity shares of Rs. 10/- each fully paid up.

Employee Stock Options Scheme

At present, the Company has one Employee Stock Option (ESOP) Scheme, namely JIL Employees Stock Option Scheme 2013.

During FY 2017-18, there were no change in the Company’s ESOP Scheme and the same is in Compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the ‘SEBI SBEB Regulations, 2014). During the year, 16031 options were exercised by the option holders. The details pursuant to the SEBI SBEB Regulations, 2014, has been placed on the website of the Company and weblink of the same i s http://jubilantindustries.com/pdfs/disclosure-pursuant-provisions-sebi-2014-fy-2017-2018.pdf.

The Company has received a certificate from the Statutory Auditors of the Company certifying that the ESOP Scheme has been implemented in accordance with the SEBI SBEB Regulations, 2014. The certificate would be placed at the Annual General Meeting for inspection by members. A copy of the same will also be available for inspection at the Company’s registered office.

5. SUBSIDIARIES

The Company has two wholly owned subsidiary companies, Jubilant Agri and Consumer Products Limited (JACPL) and Jubilant Industries Inc., USA.

- Jubilant Agri and Consumer Products Limited

JACPL has been engaged in the business of Agri Products comprising of wide range of Crop Nutrition, Crop Growth and Crop Protection products, Performance Polymers comprising of Wood Adhesives, Wood Finishes, Food Polymers and VP Latex.

During FY 2017-18, JACPL revenue from operations was Rs. 4555.72 million. EBITDA for the year stood at Rs. 308.14 million. The net loss after tax for the FY 2017-18 was Rs. 72.08 million.

In terms of Regulation 16 of the SEBI Listing Regulations 2015, JACPL is a material nonlisted wholly owned indian subsidiary of the Company.

- Jubilant Industries Inc. USA

Jubilant Industries Inc. USA is a wholly owned subsidiary of the Company. It has been engaged in overseas trading of Solid Poly Vinyl Acetate and VP Latex. During the FY 2017-18, revenue from operations was Rs. 251.65 million. EBITDA for the year stood at Rs. 5.03 million. The net profit after tax for the FY 2017-18 was Rs. 1.69 million.

A statement containing salient features of the financial statement of Company’s subsidiaries is given in Form AOC-1 attached to the financial statements.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment, Re-appointment and Resignations

Mr. Priyavrat Bhartia will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. Brief resume of Mr. Priyavrat Bhartia with other details as stipulated in Regulation 36(3) of the SEBI Listing Regulations, 2015, are provided in the Notice convening the 12^th AGM.

During the FY 2017-18, Mr. Sandeep Kumar Shaw, Chief Financial Officer, has resigned effective from April 28, 2017. In order to fill the vacancy caused due to the resignation of Mr. Shaw, the Board in its meeting held on May 24, 2017 has appointed Mr. Umesh Sharma as the Chief Financial Officer of the Company and also designated him as Key Managerial Personnel of the Company. The Board of directors has also appointed Mr. Umesh Sharma, Chief Financial Officer of the Company, as Wholetime Director effective from March 16, 2018.

Mr. Videh Kumar Jaipuriar has resigned from the directorship effective from December 11, 2017 due to his personal reasons and the same has been accepted by the Company. The Board places on record its deep sense of gratitude and appreciation for the leadership and direction provided by Mr. Jaipuriar during his tenure of more than 5 years as Managing Director.

Mr. Dinesh Kumar Gupta, Company Secretary, has resigned effective from December 18, 2017. In order to fill the vacancy caused due to the resignation of Mr. Gupta, the Board in its meeting held on March 16, 2018 has appointed Mr. Abhishek Mishra as the Company Secretary cum Compliance Officer and also designated him as Key Managerial Personnel of the Company.

Mr. Ghanshyam Dass has resigned from the directorship effective from February 26, 2018 due to his health issues. The Board places on record its deep appreciation for the insightful perspective and suggestions provided by him as non-executive independent director during his tenure on the Board of the Company.

Post FY 2017-18, Mr. Manu Ahuja has been appointed as CEO and Managing Director of the Company for the period of three years effective from May 10, 2018,

subject to the approval of the members in the ensuing AGM and also designated him as Key Managerial Personnel of the Company. Mr. Umesh Sharma, Chief Financial Officer and Whole-time Director, has resigned from the directorship of the Company effective from May 10, 2018 due to personal reasons. Mr. Sharma will continue to act as Chief Financial Officer of the Company. The Board places on record its sincere gratitude and appreciation to Mr. Sharma for the services rendered by him as Whole-time Director during his tenure on the Board of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations, 2015.

Meetings of the Board

During the FY 2017-18, five meetings of Board of Directors were held. The details of Board/Committee Meetings and the attendance of Directors are provided in the Corporate Governance Report, attached to this Report.

Appointment and Remuneration Policy

The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with schedule II, Part D of the SEBI Listing Regulations, 2015. The policy has been disclosed in Corporate Governance Report attached to this Report.

Annual Performance Evaluation of the Board

A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors forms part of the Corporate Governance Report attached to this report.

7. DISCLOSURE ON AUDIT COMMITTEE

During the FY 2017-18, the Audit Committee was re-constituted. As on date, the Audit Committee comprises of Mr. R. Bupathy, Chairman, Mr. S. K. Roongta, Ms. Shivpriya Nanda and Mr. Manu Ahuja.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

8. AUDITORS & AUDIT REPORTS Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s. K. N. Gutgutia & Co., Chartered Accountants, were appointed as the Company’s Statutory Auditors by the shareholders at their 8th AGM held on September 02, 2014, for a period of five years i.e. till the conclusion of 13th AGM. The appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies (Amendment) Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

Hence, the appointment of M/s. K. N. Gutgutia & Co., Chartered Accountants has not been placed for ratification as Statutory Auditors before the members at ensuing AGM.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors’ Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sanjay Grover & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as Annexure 1 to this report and does not contain any qualification, reservation or adverse remark or disclaimer.

The Board has re-appointed M/s. Sanjay Grover & Associates, Company Secretaries, as Secretarial Auditors of the Company for FY 2018-19.

9. RISK MANAGEMENT

Today’s business environment remains challenging for the Corporate World and risk management retains its high position on every organization’s agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Board especially with respect to risk assessment and risk minimization procedures. As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds the key to the success of our journey of continued competitive sustainability in attaining desired business objectives.

A detailed note on Risk Management is given as part of “Management Discussion & Analysis”.

10. HUMAN RESOURCES

The Company recognizes that its people are the eminent source of competitiveness and therefore it’s been our constant endeavor to support and build people capabilities by creating sustainable & pragmatic people plans.

With a strong aspiration to be amongst the most admired companies to work for, we encourage leadership, develop our people to be creative, empower them to take decisions & commitment through various measures and also maintain management quality, improved employee productivity, employee satisfaction, vibrant and diverse culture of performance.

The focus continues towards having a differentiated approach for attracting the right talent, engaging & retaining the talent thus acquired and also to nurture and invest in talent, crucial to maintain desired operational standards. Additional focus is maintained to develop a succession plan for critical positions, to address the inevitable impact on the business objectives in case of talent drain and making sure that business runs smoothly by identifying, developing and aligning our high-potential resources with the our future leadership needs.

The Company continues to invest in various talent engagement & development programs for its employees in an integrated approach.

The framework to identify & differentiate “High Performance High Potential” employees has been created based on “Action-Learning” projects. Mentoring and developing existing talent and building a strong Employer branding would further help in attracting & retaining the best available talent in the Industry. We essentially exposure our employees to participate in cross functional teams and are structurally involved in strategy and operational discussion to build up the holistic knowledge of the business.

The Campus connect program is placed to infuse fresh and quality talent at the entry levels with an assured fast track career path. The search partner engagement enables a refined & effective connect with the candidates from the first connect & reinforces our employer branding for lateral hiring at key positions.

The Company continues to hire new & specialized talent for scientific and technical roles which is further cemented the engagement through the various reward and recognition programs that have been institutionalized. Focused capability building through need based training programs are provided to identified employees at all levels.

As an organization we are committed to zero tolerance against Sexual Harassment at workplace and the company has adopted a Policy on Prevention of Sexual Harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the FY 2017-18, no case was reported under the policy.

11. AWARDS AND ACCOLADES

During the year, one of the units of JACPL received following awards and accolades:

- Grow Care India Environment Gold Award in Chemical Sector for outstanding achievement in environment management;

- 16^th Annual Greentech Safety Gold Award in Chemical Sector for outstanding achievement in safety management.

12. SUSTAINABILITY REPORT

The Company firmly believes in inclusive growth of its business with the Environmental enrichment and Social development based on the triple bottom line concept of Sustainable Development.

The Company published its Corporate Sustainability Report for FY 2017-18 conforming to Global Reporting Initiative GRI STANDARDS fulfilling the ‘In Accordance’-Comprehensive reporting criteria. As a green initiative, this report is available on the website of the Company (www.jubilantindustries. com) at ‘Investors’ section and GRI database. As an extension of the green initiative to minimise the impact on environment, the Annual Report is emailed to shareholders whose email id is registered with the Company/Depositories to reduce use of paper.

Sustainability initiatives have been undertaken for reduction of emission parameters, energy consumption and greenhouse gas emission. Energy Conservation drive have been carried out to strengthen the awareness and participation of employees in reducing avoidable Energy losses. Waste water generated in fertilizer plant is completely recycled and reused. In other plants it is treated and disposed as per Consent conditions. Natural Resource conservation measures have been strengthen through reuse of hazardous wastes i.e. silica sludge, sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel (Rice Husk) have been successfully used, completely eliminating use of coal in hot air generators of the Company in the reporting year. Suppliers assessment process has been strengthened through checklist based review on relevant sustainability aspects and indicators.

13. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an essential part of Jubilant’s framework for sustainable development. The company’s approach towards sustainable development focuses on the triple bottom line of Economic, Environmental and Social performance. The CSR activities at Jubilant are in line with the provisions of Section 135 read with Schedule VII of Companies Act, 2013, the detailed CSR policy has been uploaded on the website www.jubilantindustries.com. The Company implement its CSR activities through “Jubilant Bhartia Foundation (JBF)” which is a Section 25 Company (Section 8 as per new Act) in line of the provision of the Act.

CSR initiatives thrust on creating value in the lives of the communities around the area of operations of the Company, which is an important stakeholder. The Sustainable Development Goals (SDGs), otherwise known as the Global Goals, are a universal call to action to end poverty, protect the planet and ensure that all people enjoy peace and prosperity. Jubilant as a responsible corporate works in the line of these SDGs with a strong focus on social performance indicated in the CSR projects of the organization.

Corporate Social Responsibility (CSR) is deeply imbibed in the Company’s approach towards sustainable development. Jubilant considers ‘community as one of its apex stakeholders and believes in inclusive growth. While there was no prescribed limit for CSR expenditure but Jubilant Bhartia Foundation continued its activities surrounding Company’s manufacturing locations. During the FY 2017-18, Jubilant continued its CSR initiatives in the realm of Education, Health, Livelihood and Social Entrepreneurship.

A summary of the activities of JBF is provided on its website www.jubilantbhartiafoundation.com.

Annual Report on CSR activities of the Company for the financial year 2017-18 has been attached as Annexure 2 and forms part of this Report.

14. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

- An Investor Section on the website of the Company (www.jubilantindustries.com) has been created.

- There is a dedicated e-mail id investorsjil@ jubl.com for sending communications to the Company Secretary.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

15. GREEN INITIATIVES

Your Company, being committed to policy of sustainable development, has taken several green initiatives which include:

- Conducting Paperless Board/Committee Meetings;

- Uploading the Corporate Sustainability Report on the website of the Company (instead of circulating in paper or CD form) and providing its weblink to the shareholders alongwith the Annual Report; and

- Emailing Annual Reports and other documents to shareholders who have opted for the electronic version.

16. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form No. MGT - 9 is attached as Annexure 3 to this Report.

ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos.5, 6, and 36 to the Standalone Financial Statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company had formulated a policy on Related Party Transactions (‘RPTs’), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2017-18 were in the ordinary course of business and on arm’s length basis. No material RPTs were entered into during FY 2017-18 by the Company as defined in the Policy on RPTs. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors draw attention of the members to Note no. 35 to the Standalone Financial Statements which sets out the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2017-18 till the date of this Report, which affects the financial position of the Company.

vi. Significant or Material orders: There is no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

vii. Vigil Mechanism/Whistle Blower Policy: The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report and form an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The Company being engaged in the business of manufacturing of IMFL, most of the information as required under Section 134 the Act, read with Rule 8 Companies (Accounts) Rules, 2014 as amended is not applicable. However, the information as applicable has been given in Annexure 4 and forms part of this Report.

ix. Particular of Employees: Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 5 and forms part of this Report.

ix. Secretarial Standards of ICSI: Pursuant to the approval given on April 10, 2015 by Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 1, 2015. The Secretarial Standards were then revised and made effective from October 1, 2017. The Company is in compliance with the same.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the directors 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 on March 31, 2018 and of the profit and loss of the company for the year ended March 31, 2018;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a going concern basis;

- the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

Based on the framework of internal financial controls including the Control Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2017-18; and

- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, is attached as Annexure 6 forms part of this Report. A certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the SEBI Listing Regulations, 2015 is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2018. A certificate from the Chief Executive Officer & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

19. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the SEBI Listing Regulations, 2015 is presented in a separate Section forming part of this Annual Report.

20. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the cooperation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Financial institutions, Banks/ other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board

Place: NOIDA Priyavrat Bhartia

Date: May 10, 2018 Chairman

(DIN: 00020603)