To

The Members,

Your Directors have pleasure in presenting their 34^th Annual Report on the business and operation of your company for the year ended as at March 31,2025.

A] FINANCIAL SUMMARY:

(' in Crore except per share data)

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 at https://jyoti. co.in/investors/corporate-governance/.

A.2] Dividend and Reserve:

For 2024 - 25, 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 35.75% to 1,615.03 Crore against ' 1,189.72 Crore in previous financial year. The profit (after tax) on the other hand also grew by 121.48% to ' 310.05 Crore against ' 139.99 Crore in the previous financial year. During the year, the company manufactured total 4,072

machines against the year end installed capacity of 6,000 machine per annum showing 67.87 % capacity utilisation.

During the financial year, the company continued its Model Mix and Customisation approach for its business. The same has generated better financial results.

Operations and performance (both standalone and consolidated) are explained in Management and Discussion Analysis forming part of this Annual Report.

C] KEY DEVELOPMENTS:

C.1] Capital Expenditure and Capacity Expansion:

During the financial year 2024 - 25, the company had capitalised expenses of ' 143 crores incurred towards expansion of its manufacturing and allied facilities. Due to the same, the company has expanded its installed capacity from 4,400 machines per annum to 6,000 machines per annum as at the end of the financial year. Currently, the company is undertaking an expansion of its installed capacity with an additional 10,000 machines per annum. The same is expected to be completed in the next two years.

C.2] Utilisation of Funds raised through Initial Public Offer:

On January 16, 2024, the company had got its security listed on BSE Limited and National Stock Exchange of India Limited after offering them via Initial Public Offer (IPO). The company had thereby raised sum of ' 999.99 Crore through IPO. The funds remained at the beginning of the financial year and were fully utilised during the year. The funds were utilised for the objects and in accordance with stipulations mentioned in the offer documents for the IPO.

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 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 unwelied and showcased new machine models (including 5 axis) at IMTEX 2025, India's Premier Machine Tool Exhibition held at Bengaluru in January 2025. These models provides manufacturing solution to the end users in Automobile (Including EV), Aerospace, Die & Mould, Healthcare, Power and General Engineering.

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 mechancial components, the company is building its expertise in electronics. The company intends to design, development and manufacturing of electronics components like servo motors, servo drives, controllers, etc., in house. At IMTEX 2025, the company has showcased its independently developed human - machine interface "HUMA", intuitive panel designed for efficient CNC Operation.

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 certain ongoing activities, tied up with other entities as well as extend financial support to the activities meeting

the statutory criteria, as prescribed, and policies of the company in this regard. While discharging its obligations, it was ensured that the same complies with the policies of the company as well as applicable laws. Against the CSR obligations of ' 1.76 Crore for 2024 - 25, the company had spent ' 1.78 Crore. An annual report on CSR activities undertaken by the company and amount spent thereon, prepared in pursuant to the provisions of Section 135 of Companies Act, 2013 and rules made thereunder, is approved by the Board of Directors of the Company and the same is 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 at https://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 Circular No. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562 dated May 10, 2021 and SEBI/ HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023.

G] DIRECTORS AND KEY MANAGERIAL PERSONNEL:

G.1] Meeting of Board and Committees of the Board:

During 2024 - 25, the Board of Directors of the Company meet 5 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 2024 - 25, are given in corporate governance report annexed to this Report.

G.2] Change in Directors and Key Managerial Personnel:

During 2024 - 25, Following changes took place in Board of Directors as well as its committees.

[1] Due to completion of two consecutive terms, Mr. Vijay V. Paranjape (DIN: 00370451) and Mr. Yogesh D. Kathrecha (DIN: 02355968), Independent Directors, had vacated their offices as such on September 30, 2024.

[2] Members of the Company, had at their annual general meeting held on September 30, 2024, appointed Mr. Yudhvir Singh Jain (DIN: 06507365) as an Independent Director of the Company with effect from October 01, 2024.

[3] Due to the demise of Mr. Yudhvir Singh Jain (DIN: 06507365), the board of directors of the company appointed Mr. Prasad Parameswaranpillai Naga (DIN: 07430506) as an additional director, designated as an Independent Director, with effect from November 14, 2024. Later, with the consent of the members of the company, Mr. Prasad Parameswaranpillai Naga (DIN: 07430506) has been appointed as an Independent Director of the Company for a term of five years effective from November 14, 2024.

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 06, 2025 accord their consent to the appointment of Mr. Sahdevsinh L. Jadeja (DIN: 00126392), 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 at https:// 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:

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 2024 - 25, there are no employees employed ether 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.

[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 a consolidated financial statement for the financial year ended on March 31, 2025, and the same, along with the 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. All subsidiaries of the company are operational during the year.

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 at https://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 2024 - 25, 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 contract or arrangement with related parties entered into by the company and faling within the purview of provisions of section 188(1) of the company's act, 2013. Further, there were not any material contract or arrangmenet, 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, including an omnibus approval of an audit committee were obtained in respect of all related transactions entered into by company during the aforesadi period. 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:

The company operated in the capital goods sector sensitive to technological changes and competitiveness as well as possesses challenges which can be categorised as Financial, Technical or Business. In order to mitigate or to avoid the impact due to risks posed through such challenges, the company has adopted a risk management policy 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. The company has already implemented Risk Governance Structure at operational level which operates under the direction and supervision of top management of the company.

Risk management policies and systems are reviewed regularly in view of changes in external factors affecting the business of the company. 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 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 unauthorised 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 Companyies (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, 2025 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 31^st annual general meeting of members of the company held on September 30, 2022 until the conclusion of 36^th annual general meeting of members of the company to be held in year 2027.

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 2024 - 25 and the same been subject to audit by cost auditor appointed by the board of directors of the company. The report of cost auditor 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 2025-26.

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 2025 - 26 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 Section 204 of the Companies Act, 2013 read with provisions of Regulation 24A(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has appointed M/s. N. S. Dave & Associates, Practicing Company Secretaries, as a Secretarial Auditor to undertake an audit of secretarial and related records of the company for FY2024-25. N. S. Dave & Associates, Practicing Company Secretaries, issued his report on the audit undertaken by him and 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 requires separate clarification or explanation or comments from the board of directors of the company.

Pursuant to the provisions of Regulations 24A(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors of the company has recommended the appointment of the M/s. 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 2025 - 26. The necessary details in respect of the appointment of the M/s. N. S. Dave & Associates, Practicing Company Secretaries (C.P No. 13946) as Secretarial Auditor of the Company, is given in an explanatory statement annexed to the Notice convening 34^th annual general meeting.

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 2024 - 25 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] 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 31,2025, which requires an external credit rating. However, members' attention is drawn to external credit ratings on borrowings of the company given at page number 69 under 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.