Your Directors have pleasure in presenting their 35th Annual Report on the business and operation of your company
for the year ended as at March 31, 2026.

(A). FINANCIAL SUMMARY:

(Amt. in Crores)

(A.1) Dividend Distribution Policy:

In terms of Regulation 43A of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the board
of directors of the company has formulated and adopted
the dividend distribution policy (the "Policy"). The copy of
Policy is available on website of company athttps://jyoti.
co.in/investors/corporate-governance/.

(A.2) Dividend and Reserve:

For the financial year 2025 - 26, the board has not

recommended dividend and has decided to retain the
entire amount of profit in the statement of profit & loss
for the financial year

(A.3) Transfer to Reserve:

No amount is proposed to be transferred to the reserves
during the year under review.

(B) OPERATIONS & PERFORMANCE:

During the year, the revenue from operation grew by
20.7 % to 1,949.01 crores against ? 1,615.03 in previous
financial year. The profit (after tax) on the other hand
also grew by 26.2% to ? 391.25 crores against ? 310.05
crores in the previous financial year. During the year, the
company manufactured total 5,369 machines against the
installed capacity of 6,000 machine per annum showing
89.50 % capacity utilization.

During the financial year, the company continued its Model
Mix and Customization approach for its business. The
same has generated better financial results. Operations
and Performance (Both Standalone and Consolidated)
are explained in Management & Discussion Analysis
forming part of this Annual Report.

(C) KEY DEVELOPMENTS:

(C.1) Capital Expenditure and Capacity Expansion:

During the financial year 2025 - 26, the company
continues to incur capital expenditure towards capacity
expansion programme. The said expenditures have
been incurred in line with the ongoing expansion of
manufacturing facilities of CNC Machine from 6,000 P.A.
to 16,000 PA.

(C.2) Acquisition of Land at Tumkur Machine Tool Park
in Karnataka:

During the financial year 2025 - 26, the company had
acquired around 20 acres of land at Tumkur Machine
Tool Park (TMTP) in Karnataka. TMTP is specifically
earmarked for India''s capital goods sector and jointly
developed by Union Government with Karnataka State
Government. This park is specially designed and
reserved for units belonging only to manufacturing chain
of Machine Tools. TMTP is an integral part of CBICIC
(Chennai - Bengaluru - Chitra Durga Industrial Corridor)
and thus has strategic importance. Acquisition of land
at TMTP will bridge the physical distance between the
company and its customers located in southern region
and thereby company will be able to serve them better.

(C.3) Unveiling of New Machine Models:

The company is always ahead of its peers in making
anticipation of the market and consequent innovation
and development. Through its in-house R & D Centre, it
continuously upgrades its product basket to cater to the

need of customers in a sustained, innovative and
competitive manner. Likewise, the company has unveiled
and commercialized variants of its machine models
(including 5 axis) during the fiscal year. These variants
expand the reach of company and been developed
considering need for manufacturing solutions in the
market.

(C.4) Going Forward - To Become Mechatronics
Company:

The company has built its strong mechanical expertise
and manufacturing key high precision mechanical
components in house. Now, along with mechanical
components, the company is building its expertise in
electronics. The company intends to design, develop and
manufacture electronics components. During the year,
company continued its journey for the same.

(C.5) Expansion of Installed Capacity by Huron
Graffenstanden SAS, A Subsidiary:

Huron Graffenstanden SAS, a Wholly Owned Step-Down
Subsidiary, has completed an expansion of its installed
capacity and commenced operation during the fiscal
year 2025 - 26. This expanded capacity will enable the
subsidiary company to better adjust its manufacturing
operation and will lead to higher output.

(D) CORPORATE SOCIAL
RESPONSIBILITY (CSR):

The Company is fully aware of social responsibility and
the same is reflected in its vision, motto and practice.
For discharging its social responsibility, the company has
a mixed approach whereby it undertakes activities on
its own, tied up with other entities as well as extending
financial support to other entities for undertaking social
activities in line with the objectives and intention of the
company.

For the financial year ended on March 31, 2026, the
financial obligations for CSR activities were ? 4.35
crores and the company had spent the same as obliged
during the year. A report on CSR activities undertaken by
the company and amount spent thereon, is prepared in
pursuant to the provisions of Section 135 of Companies
Act, 2013 and rules made thereunder. The Board of
Directors of the Company has approved the Report and
the same been given at Annexure I to this report. The CSR
Policy approved by Board of Directors of the company is

available on the website of the company athttps://jyoti.
co.in/investors/corporate-governance/.

(E) CORPORATE GOVERNANCE:

Being a listed company, the compliance with norms and
provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and other regulations, notification issued
by SEBI and as applicable, is mandatory for the company.
The Report on Corporate Governance prepared in terms
of these provisions is annexed to this Report.

(F) BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

A Business Responsibility and Sustainability Report is
forming part of this annual report and has been prepared
in pursuant to the provisions of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 read
with SEBI Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/0155 Dated November 11, 2024, SEBI Circular
No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177 dated
December 20, 2024, SEBI Circular No. SEBI/HO/CFD/CFD-
PoD-1/P/CIR/2025/42 dated March 28, 2025 and SEBI
Master Circular HO/49/14/14(7)2025-CFD-PoD2/I/2026
Updated on January 30, 2026.

(G) DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

(G.1) Meeting of Board and Committees of the Board:

During the financial year 2025 - 26, the Board of Directors
of the Company meet 7 times and intervening period
between two consecutive meeting does not exceed the
limit prescribed under the companies act, 2013 and
SEBI listing regulations. Details of composition of Board
and its committees, their meetings and participation by
Directors at such meeting held during the financial year
2025 - 26, are given in corporate governance report
annexed to this Report.

(G.2) Change in Directors and Key Managerial
Personnel:

During the financial year 2025 - 26, Following changes
took place in Board of Directors as well as its committees.

1. Mr. Prasad Parameswaranpillai Naga (DIN:
07430506) had relinquished his office on October 26,
2025.

2. Mrs. Prafulla P Shenoy (DIN: 06705629) was
appointed by the board of directors as Additional
Director in the category of an Independent Director
with effect from January 19, 2026. The consent of
members of the company was obtained on April
11, 2026, to appoint Mrs. Prafulla P Shenoy (DIN:
06705629) as an Independent Director for the term
of five years to be ended on January 18, 2031.

All Independent Directors of the company have provided
requisite declaration in terms of Section 149(7) of the
Companies Act, 2013, that they meet the criteria of
Independence as laid down under Section 149(6) of the
Companies Act 2013 and rules made thereunder. In the
opinion of Board of Directors, the Independent Directors
have relevant proficiency, expertise and experience.
Further all directors have confirmed that they are not
disqualified from being appointed as Directors in terms
of section 164 of the Companies Act, 2013.

On recommendation of the Nomination & Remuneration
Committee and subject to the approval of members
of the Company, the directors of the company at their
meeting held on August 07, 2026 accorded their consent
to the appointment of Mr. Parakramsinh G. Jadeja (DIN:
00125050), liable to retire by rotation and, being eligible,
offered himself for being appointed as a director in the
company, as a director of the company.

The requisite particulars in respect of Directors seeking
reappointment are given in an Explanatory Statement
annexed to Notice convening the Annual General Meeting.

(G.3) Policy on Directors'' Appointment, Remuneration
and Other Details:

The Policy on Directors'' Appointment, Remuneration
and Other details, approved by Board of Directors of the
Company in terms of Provisions of Section 178(3) of the
companies act, 2013 is available on company''s website
athttps://jyoti.co.in/investors/corporate-governance/.
The said policy empowers Nomination and Remuneration
Committee consists of all Independent Directors of
the Company, to assess, identify and recommend the
appointment of executive directors, key managerial
personnel as well as senior managerial personnel. The
said policy also provides for evaluation of such personnel
on an annual basis.

(G.4) Directors'' Evaluation:

The Securities and Exchange Board of India (SEBI) vide its
Master Circular dated July 11, 2023, provided guidance
note on Board Evaluation by specifying the criteria for
evaluation of performance of (i) Board as a Whole; (ii)
Individual Directors (Including Independent Directors &

Chairperson) and (iii) Committees of the Board.

Pursuant to the provisions of Companies Act 2013
and SEBI Listing Regulations, the Nomination and
Remuneration Committee specified the criteria for
evaluation and accordingly undertook the performance
evaluation of the Board, its Committees and Individual
Directors. The criteria selected for evaluation and
mechanism for evaluation were in line with the policy of
the company for performance evaluation of Board and its
Committees as well as Directors.

Further, in separate meeting of Independent Directors
held on August 06, 2025, the performance of all Directors,
Board as a Whole and its Committees were evaluated
taking into consideration views received from all directors
as well as other factors contributing to their performance.

The result of the evaluation was communicated to the
Chairman of the Board of Directors.

(G.5) Employee''s Particulars:

During the year, company continues its skill and
development programme for its employees. The Centre
of Excellence undertakes an in-house programme while
employees were also provided with opportunities to
participate in external events, seminars and training
programmes conducted by Industry Association and
Research Institute. In Centre of Excellence, both in¬
house trainer and external trainers are invited and impart
training. It acts as separate division under the Human
Resource Department of the Company. The scope of
training, both internal and external, extends to functional,
skill development, personality development, safety, etc.

Pursuant to the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5(1) of Companies
Appointment and Remuneration) Rules, 2014, necessary
disclosure forms part of this report and are provided in
Annexure II to this report.

Pursuant to the provisions of Second Proviso to Section
136(1) of the Companies Act, 2013, a statement
containing names of top ten employees of the company
in terms of remuneration and particulars of employees
as required under the provisions of section 197(12) of
Companies Act, 2013 read with Rule 5(2) and 5(3) of
Companies Appointment and Remuneration) Rules,
2014, forming part of this report is open for Inspection.
Any member interested in obtaining copy of the same
may write to the company secretary.

(H) SUBSIDIARIES & CONSOLIDATED
FINANCIAL STATEMENT:

The company has 5 overseas wholly owned subsidiaries
including 4 step-down operating subsidiaries. In pursuant
to the provisions of section 129(3) of the Company Act,
2013, a company has prepared a consolidated financial
statement for the financial year ended on March 31,2026,
and the same form part of this report. Further, a statement
containing salient features of financial statement of
subsidiaries in Form AOC - I is also annexed to this
report at Annexure III. All subsidiaries of the company
are operational during the year. Further, during the year,
the company has disclosed all material events relating to
subsidiaries and the same has been reiterated elsewhere
in this report or in notes to the financial statements
annexed to this report.

Pursuant to Section 136 of the Companies Act 2013 and
amendment thereto, read with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, an
annual report containing the audited standalone and
consolidated financial statement, related information of
the company and financial statement of subsidiaries are
available on website of company athttps://jyoti.co.in/
investors/financials-reports-and-returns/.

(I) PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantee given, and investment
covered under section 186 of the Companies Act, 2013,
form part of the notes to the financial statements annexed
to this report.

(J) RELATED PARTY TRANSACTIONS:

In compliance with the provisions of Companies Act,
2013 and of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the board of directors
has formulated a policy on Related Party Transactions
and the same is available on company''s website at
https://jyoti.co.in/investors/corporate-governance/.

During the financial year 2025 - 26, all related party
transactions entered into by company were in its ordinary
course of business and at arm''s length transactions.
During the said period, there were not any contracts or
arrangement with related parties entered into by the
company and fell within the purview of provisions of
section 188(1) of the company''s act, 2013. Further,
there were not any material contracts or arrangement,
as defined under the provisions of regulation 23 of

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 or under the policy adopted by the
company on dealing with related party transactions.
Hence, disclosure in Form AOC - 2, pursuant to Section
134(3)(h) of companies act, 2013, is not applicable to the
company and not given.

Necessary approvals, wherever applicable, including
omnibus approval of an audit committee, were obtained
in respect of all related transactions entered into by
company during the aforesaid period. Further, the said
related party transactions were subject to periodic review
by the Audit Committee. In terms of Ind AS - 24, details
of related party transactions entered into by the company
have been disclosed in the notes to the standalone and
consolidated financial statements forming part of this
report.

(K) RISK MANAGEMENT POLICY:

Machine Tool Industry is considered as Strategic Sector
due to its nature and contribution in growth, development
and expansion of manufacturing sector. Further, it falls
within the capital goods sector. The business of company
is sensitive to technological changes, competition and
also carries multi-dimensional risks ranging from internal
risks like finance, technical upgration, to external risks
like geopolitics, etc. In order to mitigate or to avoid the
impact due to such risks, a risk management policy has
been adopted for identification and analysis of the risks
as well as to take preventive and corrective actions.

Pursuant to the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board of Directors
has constituted a Risk Management Committee and has
implemented Risk Governance Structure at operational
level which operates under the direction and supervision
of top management of the company.

Details of Risks & Concerns of company are explained in
Management & Discussion Analysis provided separately
in this annual report.

(L) INTERNAL CONTROL SYSTEM:

The company has an internal control system,
commensurate with the size, scale and complexity of
operations. The controlling structure in place in the
company is adequate to safeguard the assets and protect
against loss from unauthorized use or disposition. Details
on the Internal Financial Controls of the Company forms
part of Management Discussion and Analysis forming
part of this report.

(M) DEPOSITS:

The company has not accepted any deposits or money
in contravention to the provisions of Section 73 of the
Companies Act, 2013 and to the provisions of Companies
(acceptance of Deposits) Rules, 2014.

(N) DISCLOSURE AS PER THE
SEXUAL HARASSMENT OF WOMAN
AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT,
2013:

The company has zero tolerance towards sexual
harassment of woman. The Company has constituted
an Internal Committee as well as adopted a Policy
on prevention, prohibition and redressal of sexual
harassment of woman at workplace and the same is
in line with the provisions of the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder.

During the year, the company has not received any
complaints.

(O) SIGNIFICANT AND MATERIAL
ORDER PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL:

There are no significant and material order passed by the
Regulator, Court or Tribunal impacting the going concern
status and company''s operation in future. However,
members'' attention is drawn to the contingent liabilities,
commitments given in the notes forming part of the
financial statement annexed to this report.

(P) ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION &

FOREIGN EXCHANGE EARNINGS &
OUTGO:

In terms of provisions of section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of The Companies
(Accounts) Rules, 2014, details on energy conservation,
technology absorption and foreign exchange earnings &
outgo are given in Annexure IV to this report.

(Q) VIGIL MECHANISM:

Board of Directors of Company formulated a whistle
blower policy for vigil mechanisms and under the policy,
director, employee or business associates like customers,
suppliers, of the company, can make disclosure of
unethical behavior, intimidation, leak of unpublished
price sensitive information, etc. A whistle blower under
the policy can approach Chairman of audit committee
with protected disclosure. The company''s whistle blower
policy on vigil mechanism aimed to foster trust and
transparency among all stakeholders.

During the year, the company has not received any
complaints or grievance.

(R) DIRECTORS RESPONSIBILITY
STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of The
Companies Act, 2013 the Board of Directors to the best
of their knowledge and ability confirm that:

A. in the preparation of the Annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures if any.

B. the directors 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 at the end of the financial year ended
March 31, 2026 and of the Profit of the Company for
that period.

C. The directors 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.

D. The directors had prepared the annual accounts on a
going concern basis.

E. The directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
operating effectively.

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

(S) MANAGEMENT DISCUSSION AND
ANALYSIS:

The Management Discussion and Analysis prepared
in terms of provisions of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is forming
part of this annual report.

(T) AUDITORS:

Statutory Auditor:

Members of the company had appointed M/s. G. K.
Choksi & Co, (Firm Registration No. 125442W), Chartered
Accountants, as Auditor of the company for a period of
five years commencing from conclusion of 31st annual
general meeting of members of the company held on
September 30, 2022 until the conclusion of 36th annual
general meeting of members of the company to be held
after end of financial year 2026 - 27.

The report of the statutory auditor is self-explanatory
and does not contain any qualification, reservation or
adverse remarks or disclaimer which requires separate
clarification or explanation or comments from the board
of directors of the company.

Cost Auditor:

Pursuant to the provisions of section 148 of the
Companies Act, 2013, the company is required to
maintain cost records of goods manufactured it during
the financial year 2025 - 26 and the same been subject to
audit by cost auditor appointed by the board of directors
of the company. The report of cost auditors along with
audited cost records are regularly filed with the Registrar
of Companies, Ahmedabad, in accordance with the
provisions of the Companies Act, 2013.

The Board of Directors of the company has appointed
M/s. Mitesh Suvagiya & Co. Practicing Cost Accountant,
as Cost Auditor of the company to conduct the audit of
cost records of the company for the financial year 2026¬
27.

In accordance with the provisions of Section 148(3) of
Companies Act, 2013 read with Rule 14 of Companies
(Audit and Auditors) rules, 2014, as amended, the
remuneration of ? 70,000 plus applicable taxes and
reimbursement of out-of-pocket expenses payable to the
cost auditor for conducting cost audit for financial year
2026 - 27 as recommended by audit committee and
approved by Board of Directors of the company has to
be ratified by the members of the company. The same
is placed for ratification of members and form part of
Notice of the AGM.

Secretarial Auditor:

Pursuant to the provisions of Regulations 24A(1)(b)
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, on recommendation of board of
directors of the company, the members of the company
had at their 34th annual general meeting held on
September 18, 2025, appointed N. S. Dave & Associates,
Practicing Company Secretaries, (C.P. No. 13946) as
Secretarial Auditor of the Company for a term of five
financial years begin from financial year 2025 - 26.

Accordingly, in pursuant to the provisions of Section
204 of the Companies Act, 2013 read with provisions
of Regulation 24A(1)(a) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, M/s. N. S.
Dave & Associates, secretarial auditor, has undertaken
an audit of secretarial works, records and issued his
report thereon. The said report is annexed to this report
at Annexure V. The report of the secretarial auditor is
self-explanatory and does not contain any qualification,
reservation or adverse remarks or disclaimer which
require separate clarification or explanation or comments
from the board of directors of the company.

Reporting Fraud:

During the year under review, the statutory auditor, cost
auditor and secretarial auditor, have not reported any
instances of fraud committed in the company by its
officers, employees to the Audit Committee under section
143(12) of Companies Act, 2013 read with Rule 13(3) of
Companies (Audit and Auditors) Rules 2014 and hence,
no details exist to provide in this report.

(U) ANNUAL RETURN:

The annual return for the financial year 2025 - 26 as
per provisions of Companies Act, 2013 and rules made
thereunder, is available at website of company athttps://
jyoti.co.in/investors/financial-reports-returns-and-
notices/.

(V) OTHER DISCLOSURE:

1. there has been no change in the nature of business of
the company as on date of this report.

2. there were no material changes and commitments
affecting the financial position of the company
between the end of financial year and date of this
report.

3. there was no application made or proceeding pending
against the company under Insolvency & Bankruptcy
Code, 2016 during the year under review.

4. Company has neither allotted any debt securities
nor has any outstanding debt securities as of March
31, 2026, which requires an external credit rating.
However, members'' attention is drawn to external
credit ratings on borrowings of the company given in
the corporate governance report forming part of this
annual report.

(W) APPRECIATION:

Your directors wish to place on record their deep sense
of appreciation for the committed services of employees
of the Company.

Your directors would like to express their appreciation
for the assistance and co-operation received from the
government authorities, financial institutions, banks,
customers, vendors and members during the year under
review.

For, Jyoti CNC Automation Limited
Sd/-

Parakramsinh G. Jadeja

Chairman and Managing Director
(DIN:00125050)

Dated: September 08, 2026 at Metoda, Rajkot.

A.1. Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) 1Regulations, 2015, the board of directors of the company has formulated and adopted the dividend distribution policy (the "Policy"). The copy of Policy is available on website of company at https://jyoti. co.in/investors/corporate-governance/.

A.2. Dividend and Reserve

For the financial year 2023 - 24, the board has not recommended dividend and has decided to retain the entire amount of profit in the statement of profit & loss for the financial year.

A.3. Transfer to Reserve

No amount is proposed to be transferred to the reserves during the year under review.

B. OPERATIONS & PERFORMANCE

On a standalone basis, revenue from the operation of the company stood at ? 11,897.24 million for fiscal year 2024 as against ? 8,282.38 million in previous fiscal year 2023 as well as profit (after tax) at 1,399.94 million for fiscal year 2024 as against ? 393.26 million in previous fiscal year 2023. During the year, the company has sold a variety of machines aggregate to 3,063 machines. Further, the production of CNC Machine was at 3106 against the installed capacity of 4,400 machine per annum indicates capacity utilization of 70.59%.

The higher revenue and excess margin generated by the company during financial year 2023 - 24, has been contributed through the business model adopted by company which includes "Model Mix and Customization". During the year, the aerospace and defense sector contributed most in revenue of the company and the same been included by the company in its next growth leap.

Just a few years back, the auto sector, general engineering, dies & mould lead the contribution in revenue. But now the share of emerging sectors will increase and then will overpass these sectors. These emerging sectors offered huge business opportunities with quality, precision and automation approaches. The company undertakes various initiatives in order to meet challenges from these emerging sectors and expects to continue to gain benefits therefrom.

In order to have better utilization of existing facilities and to extend the capacity, the company is undertaking capital expenditure which aimed at removing bottlenecks in existing facilities and better utilization thereof. For the purpose, the company has sufficient land resource.

C. KEY DEVELOPEMENTS

C.1. Fund Raising

During financial year 2023 - 24, the company has raised funds aggregate to Rs. 1165.88 Crores through private placement of its securities, preferential allotment through conversion of loan and initial public offering of its equity shares (IPO).

The company has raised funds for various purposes like repayment of debt, working capital, and other business purposes. Further, the compulsory convertible preference shares ("CCPS") of face value of Rs. 2/- each allotted under the private placement offer were fully converted into equity shares of face value of Rs. 2/-each. The funds raised through private placement and preferential allotment were used for working capital and capex.

While the funds raised through IPO were partially utilized towards debt repayment, working capital, capex and investment in subsidiary. In pursuant to the SEBI Regulations, the company has appointed CARE Ratings Limited as Monitoring Agency. The said monitoring agency has issued report on utilization of IPO Proceeds by Company till March 31, 2024. The said report along with statement on deviation(s) / variation(s), prepared in pursuant to the SEBI Circular No. CIR/ CFD/CMD1/162/2019 dated December 24, 2019, were filed with BSE India Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). Further, both, report of monitoring agency and statement on deviation(s) / variation(s) are available on website of the company at https://jyoti.co.in/investors/announcements/.

C.2. Change in Share Capital Share Capital During the financial year, the company has split face value of its securities (Equity & Preference Shares) from Rs. 10/- each to Rs. 2/- each. Further, the company has increased its authorized share capital from Rs. 47,00,00,000/- [Rupees Forty-Seven Crores Only] divided into 22,50,00,000 Equity Shares of Face Value of Rs. 2/-Each and 1,00,00,000 Preference Shares of Face Value Rs. 2/- Each to Rs. 57,00,00,000/- [Rupees Fifty-Seven Crores Only] divided into 27,50,00,000 Equity Shares of Face Value of Rs. 2/- Each and 1,00,00,000 Preference Shares of Face Value Rs. 2/- Each.

During the financial year, the company had allotted fresh 3,82,052 equity shares of face value of ? 10/- each and 3,92,855 compulsory convertible preference shares (Series A) of face value of ? 10/- each ("CCPS") under private placement offer. Moreover, the company had also allotted fresh 58,40,000 equity shares of face value of ? 10/- each. The company had converted all outstanding CCPS before launch of its IPO and had allotted fresh 14,47,357 equity shares of face value of ? 2/- each. In first IPO of the company, total fresh 3,02,18,649 equity shares of face value of ? 2/- each been allotted. All equity shares allotted by the company during the year are pari passu in all respect. Thus, the total paid up share capital of the company was ? 329.29 million as at March 31, 2023 consist of 3,29,29,366 fully paid up equity shares of ? 10/- each and has been increased to ? 454.85 millions as at March 31,2024 consist of 22,74,23,096 fully paid up equity shares of ? 2/- each.

C.3. Listing of Security

In last quarter of financial year 2023 - 24, the company has successfully completed fund raising through initial public offering of its equity shares of face value of Rs. 2/- each and got listed its equity shares of face value of Rs. 2/- each on both BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

C.4. Capex

In order to remove bottlenecks in existing manufacturing facilities and to increase production, the company has spent sum of ? 1059.83 million towards capital expenditures.

C. 5. Repayment of Debt

During the financial year ended on March 31, 2024, the company had repaid debt aggregate to ? 5327.30 million. The resultant saving, in interest and finance cost, will be utilized for future business and growth of the company. The total borrowing of the company was ? 921.92 million as at March 31, 2024.

D. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Jyoti''s vision and mission focus on having the right balance between Value Creation and Corporate Citizenship. Corporate Social Responsibility is an integral part of Jyoti''s business process and the same is reflected by activities carried out by the company. The board of directors has approved CSR Policy and pursuant to the policy, the company undertakes its CSR activities.

During the period, the company has spent sum of Rs. 38.16 Lakhs cyber security, skill India, Clean India and promoting arts & culture. The Annual CSR Report containing details on the CSR Committee, activities undertaken by company and amount spent thereon, is given in Annexure I enclosed herewith The CSR Policy approved by Board of Directors of the company is available on the website of the company at https://jyoti. co.in/investors/corporate-governance/.

E. CORPORATE GOVERNANCE

The company listed its security on stock exchanges in India and accordingly, it has to follow the corporate governance norms as prescribed by SEBI Listing Regulations in addition to those prescribed under Companies Act, 2013. The corporate governance report is annexed to this Report.

F. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A Business Responsibility and Sustainability Report is forming part of this annual report and has been prepared in pursuant to the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021 and SEBI/HO/CFD/

the Board of Directors of the company has recommended Mr. Yudhvir Singh Jain (DIN: 06507365) as an Independent Director of the company for the an initial term of five years to be commence from the end of the ensuing general meeting of shareholders of the company to the end of fifth annual general meeting of members of the company to be held for the financial year ended on March 31, 2029. Necessary details of Mr. Yudhvir Singh Jain (DIN: 06507365) , for consideration by members of the company, are given in the note to the notice convening the annual general meeting of members of the company.

All Independent Directors of the company have provided requisite declaration in terms of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and rules made thereunder. In the opinion of Board of Directors, the Independent Directors have relevant proficiency, expertise and experience. Further all directors have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 of the Companies Act, 2013.

Pursuant to section 152 of the companies act 2013, Mr. Vikramsinh R. Rana is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

On recommendation of Nomination & Remuneration Committee, the board of directors of the company at its meeting held on September 03, 2024 approved reappointment of Mr. Vikramsinh R. Rana as whole time director subject to the approval of shareholders of the company.

The requisite particulars in respect of Directors seeking appointment / reappointment are given in Notice convening the Annual General Meeting.

G.3. Policy on Directors'' Appointment,

Remuneration and Other Details

The Policy on Directors'' Appointment, Remuneration and Other details, approved by Board of Directors of the Company in terms of Provisions of Section 178(3) of the companies act, 2013 is available on company''s website at https://jyoti.co.in/investors/corporate-governance/.

G.4. Directors'' Evaluation

The Securities and Exchange Board of India (SEBI) vide its Master Circular dated July 11,2023 provided guidance note on Board Evaluation by specifying the criteria for evaluation of performance of (i) Board as a Whole; (ii) Individual Directors (Including Independent Directors & Chairperson) and (iii) Committees of the Board.

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Nomination and

Remuneration Committee specified the criteria for evaluation and accordingly, undertook the performance evaluation of the Board, its Committees and Individual Directors were carried out. The criteria selected for evaluation and mechanism for evaluation were in line with the policy of company for performance evaluation of Board and its Committees as well as Directors.

Further, in separate meeting of Independent Directors held on August 10, 2024, the performance of NonIndependent Directors, Board as a whole and Chairman of the company were evaluated taking into consideration views received from all directors as well as other factors contributing to their performance.

The result of the evaluation was communicated to the Chairman of the Board of Directors.

G. 5. Employee''s Particulars

Disclosure pertaining to remuneration and other details of employees, as required under section 197(12) of Companies Act, 2013 read with Rule 5(1) of Companies Appointment and Remuneration) Rules, 2014 is given in Annexure II forming part of this report. During the financial year 2023 - 24, there are no employees employed wither throughout the year or part of the year, who holds by himself or along with his spouse and dependent children, not less than two percent of equity shares of the company and draws remuneration in excess of the threshold limits provided In Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014. Hence, disclosure under said rule is not provided.

H. SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENT

The company has 5 overseas subsidiaries including 4 step down operating subsidiaries. In pursuant to the provisions of section 129(3) of the Company Act, 2013, a company has prepared consolidated financial statement for the financial year ended on March 31, 2024 and the same, along with the report of auditor thereon, form part of this report. Further, a statement containing salient features of financial statement of subsidiaries in Form AOC - I is also annexed to this report at Annexure III.

Pursuant to Section 136 of the Companies Act 2013 and amendment thereto, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audited financial statement, including consolidated financial statements and related information of the company as well as financial statement of subsidiaries are available on website of company https://jyoti.co.in/

I. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantee given, and investment covered under section 186 of the Companies Act, 2013, form part of the notes to the financial statements annexed to this report.

J. RELATED PARTY TRANSACTIONS

In compliance with the provisions of Companies Act, 2013 and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors has formulated a policy on Related Party Transactions and the same is available on company''s website at https://jyoti.co.in/investors/corporate-governance/.

During the financial year 2023 - 24, all related party transactions entered into by company were at arm''s length transactions and approved by the Audit Committee. Omnibus approval have been obtained from the Audit Committee in respect of transactionS which were repetitive in nature and in ordinary course of business. The company did not enter into any contract or arrangement, during the F.Y. 2023 - 24, with related parties in terms of provisions of section 188(1) of the companies act, 2013. Accordingly, the disclosure on related party transactions in Form AOC - 2, pursuant to Section 134(3(h) of companies act, 2013, is not applicable to the company for financial year 2023 - 24 and hence does not form part of this report.

In terms of AS - 24, details of related party transactions entered into by the company have been disclosed in the notes to the standalone and consolidated financial statements forming part of this report.

K. RISK MANAGEMENT POLICY

The company is in capital goods sector and like any other business, it has to deal with risks arising out of and in surrounding business environments. The company has adopted a risk management policy to identify and analyze the risks faced by company and to take corrective steps to mitigate impact simultaneous with improve business efficiency, sustain in competitive business environments as well as transform business operation to Industry 4.0 standards so as to meet future challenges.

Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Risk Management Committee and also formulated a Risk Management Policy. The company

has already implemented Risk Governance Structure at operational level which operate under direction of top management.

Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the company''s activities. Details of Risks & concerns of company and mitigation measures are explained in Management & Discussion Analysis provided separately in this annual report.

L. INTERNAL CONTROL SYSTEM

The company has internal control system, commensurate with the size, scale and complexity of operations. The controlling structure in place in company is adequate to safeguard the assets and protect against loss from unauthorized use or disposition. Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis forming part of this report.

M. DEPOSITS

The company has not accepted any deposits or money in contravention to the provisions of Section 73 of the Companies Act, 2013 and to the provisions of Companies (acceptance of Deposits) Rules, 2014.

N. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has zero tolerance towards sexual harassment of woman at its workplace. The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment of woman at workplace and the same is in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

The Company has also constituted an Internal Committee as per provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the company has not received any complaints.

O. SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material order passed by the Regulator, Court or Tribunal impacting the going concern status and company''s operation in future. However, members'' attention is drawn to the contingent liabilities, commitments given in the notes forming part of the financial statement annexed to this report.

P. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In terms of provisions of section 134(3)(m) of the Companies Act, 2013, details on energy conservation, technology absorption and foreign exchange earnings & outgo are annexed to this report Annexure IV.

Q. VIGIL MECHANISM

The Vigil Mechanism of the company provide opportunity to all stakeholders of Company to approach chairman of audit committee and make protected disclosure of fraud or unethical behavior of any Director or Employee of the company.

Board of Directors of Company formulated a whistle blower policy for vigil mechanism and under the policy, director, employee or business associates like customers, suppliers, of the company, can make disclosure of unethical behavior, intimidation, leak of unpublished price sensitive information, etc. A whistle blower under the policy can approach Chairman of audit committee with protected disclosure. Company''s whistle blower policy on vigil mechanism aimed to foster trust and transparency among all stakeholders.

During the year, the company has not received any complaint, grievance.

R. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of The Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

A. in the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

B. 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 at the end of the financial year ended 31stMarch, 2024 and of the Profit of the Company for that period;

C. the directors 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.

D. the directors had prepared the annual accounts on a going concern basis.

E. 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.

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

S. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis prepared in terms of provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is forming part of this annual report.

T. AUDITORS

Statutory Auditor

Members of the company had appointed M/s. G. K. Choksi & Co, (Firm Registration No. 125442W), Chartered Accountants, as Auditor of the company for a period of five years commencing from conclusion of 31st annual general meeting of members of the company held on September 30, 2022 until the conclusion of 36th annual general meeting of members of the company to be held in year 2027.

Except below, the report of auditor and notes to the financial statements referred to in the Auditor''s Report are self-explanatory and does not contain any remarks, qualifications, reservations or remarks which requires separate explanation thereto. Also, attention of Investors is drawn to the emphasis of matter given in the report of Auditor.

The audit trail feature was enabled on 18-08-2024 in primary accounting software as the time was spent on training and awareness of personnel using the software as well as its implementation. The audit trail feature was then enabled throughout the year as confirmed in report of auditor.

Cost Auditor

The Board of Directors of the company has appointed M/s. Mitesh Suvagiya & Co. Practicing Cost Accountant, as Cost Auditor of the company for conducting the audit of cost records of the company for the financial year 2024-25. The cost audit for the financial year 2023 - 24 was conducted by the said auditor and report thereon will be filed on the web portal of Ministry of Corporate Affairs.

In accordance with the provisions of Section 148(3) of Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) rules, 2014, as amended, the remuneration of Rs. 70,000 plus applicable taxes and reimbursement of out-of-pocket expenses payable to the cost auditor for conducting cost audit for financial year 2024 - 25 as recommended by audit committee and approved by Board of Directors of the company has to be ratified by the members of the company. The same is placed for ratification of members and form part of Notice of the AGM.

Secretarial Auditor

Section 204 of the Companies Act, 2013 requires every listed company to annex to the report of board of directors of the company, a Secretarial Audit Report, given in prescribed form, by Company Secretary in Practice.

The Board of Directors of the Company has appointed N. S. Dave & Associates (CP No. 13946) as Secretarial Auditor to conduct a secretarial audit of the company for FY2023- 24 and their report is annexed to this report at Annexure VI. The said report does not contain any qualifications, reservations, remarks or disclaimers.

Reporting of Fraud

During the year under review, the statutory auditor, cost auditor and secretarial auditor, have not reported any instances of fraud committed in company by its officers, employees to the Audit Committee under section 143(12) of Companies Act, 2013 read with Rule 13(3) of Companies (Audit and Auditors) Rules, 2014, details of which need to be mentioned in this report.

U. ANNUAL RETURN

The annual return for the financial year 2023 - 24 as per provisions of Companies Act, 2013 and rules made thereunder, is available at companies website at https:// jyoti.co.in/investors/financial-results-annual-returns/.

V. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material order passed by the Regulator, Court or Tribunal impacting the going concern status and company''s operation in future. However, members'' attention is drawn to the contingent liabilities, commitments given in the notes forming part of the financial statements.

W. OTHER DISCLOSURE

1. there has been no change in the nature of business of the company as on date of this report.

2. there were no material changes and commitments affecting the financial position of the company between the end of financial year and date of this report.

3. there was no application made or proceeding pending against the company under Insolvency & Bankruptcy Code, 2016 during the year under review.

4. Company neither allot any debt securities nor has any outstanding debt securities as at March 31,2024 which requires an external credit rating. However, members'' attention is drawn to external credit ratings on borrowings of the company given at page number 61 under corporate governance report forming part of this annual report.

X. APPRECIATION

Your Directors wish to place on record their deep sense of appreciation for the committed services of employees of the Company. Your directors would like to express their appreciation for the assistance and co- operation received from the government authorities, financial institutions, banks, customer, vendors and members during the year under review.