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Dear Members,
JYOTI STRUCTURES LIMITED
50th Annual General Meeting - A Significant
Milestone
We are delighted to welcome you to the 50th Annual General Meeting of
EPC Line (Engineering, Procurement and Construction Line) contracting company in the power
transmission and distribution networks across India and global markets. Jyoti Structures
Limited (JSL) has broad experience in executing projects across the entire
T&D value chain.
50th Glorious Years, Infinite Possibilities Ahead
Jyoti Structures Ltd proudly commemorates its Golden Jubilee,
completing 50 years of excellence in engineering and infrastructure. Since its inception,
the Company has been at the forefront of delivering innovative and reliable transmission
and distribution solutions, supporting India's power sector and global energy networks.
This milestone is a reflection of the trust reposed in us by our stakeholders, the
dedication of our employees, and the unwavering support of our partners. As we celebrate
five decades of growth and resilience, we remain committed to creating sustainable value
and lighting the path towards a stronger, energy-efficient future.
The Company has three lines of operations which include transmission
lines, substations and rural electrification. Company has experience in executing high
voltage Transmission lines up to 800 KV, Substations up to 765 KV and Distribution Lines
and has constructed over 31,000 circuit Km and over 1,800 bays of substations and
electrified over 37,000 villages. Its major clients are Adani, Vedanta Group, ReNew Power,
Apraava, Torrent, PGCIL.
Completing fifty years is a proud and meaningful milestone. We take
this moment to express our heartfelt gratitude to all our stakeholders for their continued
trust and support. As we reflect on our journey so far, we do so with a sense of pride in
our achievements and resilience. At the same time, we look ahead with a clear focus and
renewed commitment to building a stronger, more sustainable future together.
The Directors have pleasure in presenting the 50th Annual Report on
business and operations of the Company along with Standalone and Consolidated Audited
Financial Statements for the year ended March 31,2025.
Overview of the Company
The Board of Directors of the Company presents this report in
accordance with the provisions of the Companies Act, 2013, along with the applicable rules
and regulations framed thereunder (the Act), and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI LODR Regulations).
This report was reviewed in a meeting held with the Key Managerial
Personnel (KMP) and was subsequently approved and taken on record by the Board
of Directors.
FINANCIAL RESULTS
The Company's financial performance (Standalone and Consolidated) for
the Financial Year ended March 31,2025 is summarized below:
(In Rs. Crores)
Particulars |
Standalone |
Consolidated |
|
Financial Year Ended March 31, 2025 |
Financial Year Ended March 31, 2024 |
Financial Year Ended March 31, 2025 |
Financial Year Ended March 31, 2024 |
| Income from Operations |
504.50 |
463.02 |
504.50 |
463.02 |
| EBIDTA - (Profit before Interest and
Depreciation) |
44.28 |
28.33 |
44.04 |
28.00 |
| Financial Cost |
0.12 |
1.01 |
0.12 |
1.01 |
| Depreciation and Amortization (Net) |
8.50 |
7.45 |
8.50 |
7.45 |
| Profit / (Loss) before tax |
35.66 |
19.87 |
35.42 |
19.54 |
| Tax Expenses |
(0.15) |
(9.57) |
(0.15) |
(9.32) |
| Profit/(Loss) after tax |
35.81 |
29.44 |
35.57 |
28.86 |
| Total Comprehensive income for the year
(Including Other Comprehensive income) |
36.25 |
29.72 |
36.01 |
29.14 |
Note:
The above figures are extracted from the Standalone and Consolidated
Financial Statements prepared in accordance with accounting principles generally accepted
in India as specified under Sections 129 and 133 of the Companies Act, 2013 (the
Act) read with the Companies (Accounts) Rules, 2014 ,as amended and other relevant
provisions of the Act and guidelines issued by the Securities and Exchange Board of India.
Previous period figures have been re-arranged, re-grouped,
re-calculated and re-classified, wherever necessary.
The Financial Statements are available on the Company's website at
www.jyotistructures.in.
STATE OF COMPANY'S AFFAIRS
During the financial year under the review, the Company expanded its
customer base in India by securing following contracts:
Sr. No. |
Project |
Scope |
| 1 |
765 kV DC Transmission Line 1B of Boisar
II-Pune III on turnkey basis. |
Supply of Towers, Survey, Soil Investigation,
Foundations, Erection, Stringing, Testing and Commissioning |
| 2 |
Package 01 of ? 800 kV HVDC Bipole Line
(Hexa Lapwing) between KPS2 (HVDC) & Nagpur (HVDC) (with Dedicated Metallic Return) on
total turnkey basis |
Design, Detailing, Testing, Supply of Towers
and all line materials including Conductor, Survey, Soil Investigation, Foundations,
Erection, Stringing, Testing and Commissioning |
| 3 |
765 kV DC Bhuj II-Lakadia transmission line
at Navinal, Gujarat on turnkey basis. |
Survey, Soil Investigation, Supply of Towers,
Foundations, Erection, Stringing and Commissioning of LILO |
| 4 |
765 kV DC Transmission Line project |
Supply of towers |
| 5 |
765kV D/C KPSIII-AP44 Transmission Line
(Approx. 111 KMs) |
Construction and part supply |
Company also secured multiple orders from other customers for testing
of towers at its R&D Centre at Ghoti, leveraging the company's asset to generate
revenues and additional profits
JSL has, as on 1st April 2025 orders in hand, in excess of Rs. 1,800
Crores, including 800 KV High Voltage Direct Current (HVDC) project, valued at Rs. 620
Crores excluding GST, secured from Power Grid Corporation of India Limited.
The company started manufacturing operation at its first unit at Nasik
in August 2022, having annual manufacturing capacity of 36,000 MT. The unit is presently
running at optimal level.
MANAGEMENT DISCUSSION AND ANALYSIS
As required in terms of the SEBI LODR Regulations, the Management
Discussion and Analysis is annexed to this Report and provides details on overall industry
Structure and Developments during financial year under review.
SECRETARIAL STANDARDS
The Company has taken appropriate measures to ensure compliance with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India, and such measures are considered adequate and effective.
ROAD AHEAD
The EPC industry, especially within the Transmission & Distribution
(T&D) segment, continues to be on the cusp of a transformative Super Cycle of growth.
With the momentum gained over the past year, FY 2025-26 is poised to witness a further
acceleration, fueled by a powerful convergence of domestic reforms, infrastructure
investments, and global sustainability imperatives. This positions the sector for
sustained scalability, innovation, and long-term capital inflows.
Key Domestic Catalysts Driving Continued Growth:
1. Execution of Long-Pending Infrastructure
Projects:
Projects that were previously delayed due to policy or financial
bottlenecks are now moving into advanced stages of execution, releasing pent-up demand and
enabling greater order visibility for EPC players.
2. Surging Power Demand Across Sectors:
With continued industrial expansion, digitalization, and urban growth,
power demand is expected to rise steadilyrequiring robust grid infrastructure and
uninterrupted energy flow.
3. Next-Generation Grid Expansion &
Modernization:
Strategic investments are now directed toward smart grids, digital
substations, and automation technologies to enhance reliability, scalability, and
resilience.
4. Faster Renewable Energy Integration:
India's energy transition is accelerating. With ambitious solar, wind,
and hybrid targets, grid upgrades are imperative to ensure stable evacuation of
intermittent green power.
5. Strengthened Decarbonization and Net-Zero
Commitments:
The alignment of India's GDP growth with its sustainability roadmap is
reinforcing structural support for T&D expansion, especially in green corridors and
carbon-efficient technologies.
6. Improved Financial Health of SEBs and DISCOMs:
Continued policy thrust on reforming SEBs and DISCOMs is translating
into improved liquidity, timely payments, and greater operational
disciplinebenefiting EPC contractors significantly.
Global Tailwinds Strengthening the EPC Growth Trajectory:
a. Uptick in Global T&D Investment:
Annual global T&D investment is expected to surpass USD 550
billion, creating unprecedented opportunities for Indian EPC firms with global
aspirations.
b. Grid Modernization & Cross-Border Interconnections:
Nations are upgrading legacy grids to support clean energy,
enhance grid flexibility, and enable regional power sharingboosting international
EPC demand.
c. Clean Energy Push Driving EPC Relevance:
The global shift toward renewables makes T&D infrastructure
a backbone of the energy ecosystem, placing EPC companies at the heart of transition
strategies.
d. ESG-Aligned Capital and Green Finance:
Large-scale global funds are actively channeling capital into
sustainable infrastructure. EPC players aligned with ESG and green objectives are
well-positioned to attract such funding.
e. Electrification & E-Mobility Adoption:
The continued rise in electric vehicle adoption is pushing the
need for robust and reliable grid and charging infrastructure, opening new frontiers for
EPC interventions.
STANDALONE FINANCIAL PERFORMANCE REPORT FOR THE FINANCIAL YEAR
2024-2025
The Company has demonstrated strong financial growth in the financial
year ended March 31,2025. A comparison of key standalone financial metrics with the
previous fiscal year is as follows:
1. Total Income
FY 2024-25: Rs. 504.50 crore
FY 2023-24: Rs. 463.02 crore
Year-on-Year Growth: Rs. 41.48 crore (8.96%)
The increase in total income reflects consistent business momentum,
improved operational efficiencies, and expansion across core segments.
2. Net Profit Before Tax (PBT)
FY 2024-25: Rs. 35.66 crore
FY 2023-24: Rs. 19.87 crore
Year-on-Year Growth: Rs. 15.79 crore (79.47%)
The significant growth in profit before tax underscores improved
margins, cost optimization efforts, and enhanced revenue generation capabilities. Summary
The Company has delivered robust financial performance during FY
2024-25, marked by nearly 9% growth in total income and an impressive 79% growth in profit
before tax. These results reflect strong strategic execution and a solid foundation for
future growth.
TRANSFER TO RESERVES
The Company, in FY 2024-25 has transferred Rs. 36.25 crores being total
of other comprehensive income to retained earnings. For details on Reserves, please refer
note no.13 of the accompanying Standalone Financial Statement.
DIVIDEND
To ensure prudent financial management and preserve resources for
future growth, the Board has resolved not to recommend any dividend on the equity shares
for the financial year ended March 31,2025.
DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements mentioned
in Regulation 43A of the SEBI LODR Regulations is available on the Company's website at
Web-Link : https://jyotistructures.in/corporate-governance
SHARE CAPITAL AND LISTING OF SHARES
AUTHORIZED SHARE CAPITAL
During the year under review, in the Extra Ordinary General meeting,
the Authorised Share Capital increased to accommodate the issue of further shares under
the Rights Issue. Pursuant to the provisions of sections 61 and 64 of the Companies
Act,2013 and any other applicable provisions, the Company increased its authorized share
capital of the Company from existing 196.30 Crores (Rupees One Hundred Ninety-Six Crores
Thirty Lakhs Only) equity share capital divided into 98.15 crores ((Ninety-Eight Crores
Fifteen Lakhs) equity shares of the face value of Rs. 2/- each to Rs. 256.30 crores
(Rupees Two Hundred Fifty Six Crores Thirty Lakhs Only) equity share capital divided into
128.15 crores (One Hundred Twenty Eight Crores Fifteen Lakhs) equity shares of the face
value of Rs. 2/- each ranking pari- passu in all respect with the existing Equity Shares
of the Company as per the Memorandum and Articles of Association of the Company.
The Paid-up Equity Share Capital of the Company as on March 31,2025,
was Rs. 237.69 crores (Rupees Two Thirty Seven Crore and Sixty Nine lakhs Only) consisting
of Equity shares 118.84 crores (One Hundred and Eighteen Crores and Eighty Four Lakhs) of
a face value of Rs. 2/- each.
The equity shares of the Company are listed and traded in compulsory
dematerialized form on the BSE Limited (BSE) and the National Stock Exchange
of India Limited (NSE).
PAID UP CAPITAL
CONVERSION OF WARRANTS INTO EQUITY SHARES:
The Board, vide its resolution dated 12th January 2023, had authorised
the raising of funds through various modes such as Rights Issue, Preferential Issue, etc.
Pursuant to the said resolution, the Board, at its meeting held on 7th November 2023, had
approved the issuance of convertible warrants and equity shares on a preferential basis.
Accordingly, the Company issued 6,07,50,000 convertible warrants of
face value Rs. 2/- each at a premium of Rs. 11.20/- per warrant, convertible into equity
shares within 18 months from the date of allotment.
During the period, following warrants holders converted their
convertible warrants and the Company has allotted Equity Shares as follows:
Sr. No. |
Date of Allotment |
Name of the Allottees |
No. of Equity Shares |
| 1 |
May 29,2024 |
Shakun Impex Pvt. Ltd. |
50,00,000 |
| 2 |
May 29,2024 |
Ashish Kacholia |
1,80,00,000 |
| 3 |
October 16, 2024 |
Mayank Subhash Rathod |
25,00,000 |
| 4 |
October 16, 2024 |
Saajan Subhash Rathod |
25,00,000 |
| 5 |
October 16, 2024 |
Bengal Finance & Investment Pvt. Ltd. |
1,80,00,000 |
ALLOTMENT OF EQUITY SHARES IN ACCORDANCE WITH THE TERMS OF SAID
JSL ESOS 2021 AS MENTIONED BELOW:
Sr. No. |
Date of Board Meeting |
No. of Equity Shares |
Issue Price Per Share (In Rs. ) |
| 1 |
July 09, 2024 |
6,80,000 |
5 |
| 2 |
August 09, 2024 |
33,26,000 |
5 |
| 3 |
September 25,2024 |
30,16,000 |
5 |
| 4 |
November 06,2024 |
6,53,500 |
5 |
| 5 |
November 06,2024 |
1,07,000 |
10 |
RIGHTS ISSUE:
A) ALLOTMENT OF 11,64,20,710 EQUITY SHARES OF
THE COMPANY ON RIGHT-BASIS AS ON MAY 6, 2024
On May 6, 2024, the Company allotted 11,64,20,710 fully paid-up equity
shares of Rs. 2 each at a price of Rs. 15 per share (including a premium of Rs. 13 per
share) on a rights basis, aggregating to Rs. 17,463.11 lakhs. The offer was made in the
ratio of 6:37 to eligible shareholders as of the record date, March 21,2024.
The Rights Issue opened on April 15, 2024, and closed on April 29,
2024. The allotment was made as per the SEBI-prescribed Basis of Allotment, finalized by
Bigshare Services Pvt. Ltd., the Registrar to the Issue, and approved by the National
Stock Exchange of India Limited, the designated stock exchange.
B) ALLOTMENT OF 28,73,08,884 EQUITY SHARES OF
THE COMPANY ON RIGHT BASIS AS ON MARCH 18, 2025.
On March 18, 2025, the Company allotted 28,73,08,884 fully paid-up
equity shares of Rs. 2 each at a price of Rs. 16 per share (including a premium of Rs. 14
per share) on a rights basis, aggregating to Rs. 459.69 crores. The offer was made in the
ratio of 9:26 to eligible shareholders as of the record date, February 10, 2025.
The Rights Issue opened on February 17, 2025, and closed on March 10,
2025. The allotment was carried out in accordance with the SEBI-prescribed Basis of
Allotment, finalized by Bigshare Services Pvt. Ltd., the Registrar to the Issue, and
approved by the National Stock Exchange of India Limited, the designated stock exchange.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of Section 129 of
the Act and SEBI LODR Regulations, the Consolidated Financial Statements of the Company,
including the financial details of its subsidiary companies, forms part of this Annual
Report. The Consolidated Financial Statements have been prepared in accordance with the
Accounting Standards prescribed under Section 133 of the Act
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As per Section 129 of the Act, if the Company has any subsidiary (ies)
and associate company (ies), the Company along with its Standalone Financial Statements is
required to provide Audited Consolidated Financial statements to its shareholders in the
Annual General Meeting.
Details of subsidiary, associate and joint venture of the Company as on
March 31, 2025, are as follows:
The Consolidated Financial Statements include the following Subsidiary
companies:
No |
Subsidiaries (including step down
subsidiaries) |
% |
Audited / Management Certified |
Country |
| 1 |
JSL Corporate Services Ltd. |
100 |
Audited |
India |
| 2 |
Jyoti Energy Ltd. |
100 |
Audited |
India |
| 3 |
Jyoti Structures FZE |
100 |
Unaudited Management Certified |
United Emirates |
| 4 |
Jyoti Structures Africa (Pty) Ltd. |
70 |
|
South Africa |
In compliance with applicable provisions of the Act, a statement
containing the salient features of the financial statements of the subsidiaries/
associates /joint ventures companies is provided in Form AOC-1 for the year ended March
31,2024, is annexed and forms part of this Report.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents are available on the website of the Company http://jyotistructures.in/
investor.html.
The Audited Standalone and Consolidated Financial Statements are
prepared in accordance with the prescribed accounting standards, forms part of this
Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board
The Board was constituted with following 6(Six) directors:
S No. |
Name of Director |
Designation |
| 1 |
Dr. Rajendra Prasad Singhd>
| Chairman, Non-Executive & Independent
Director |
| 2 |
Dr. Govind Prasad Saha |
Non-Executive & Independent Director |
| 3 |
Mrs. Monica Akhil Chaturvedi |
Non-Executive & Independent Director |
| 4 |
Mr. Raajeev B Batra* |
Non-Executive & Independent Director |
| 5 |
Mr. Abhinav Rishi Angirish |
Non-Executive Nominee Director |
| 6 |
Mr. Abdul Hameed Khan |
Whole Time Director & Chief Financial
Officer |
Note * Mr. Raajeev B. Batra was appointed on May 29, 2024, with
effect from June 3, 2024, as a Non-Executive & Independent Director on the Company's
Board.
Retire by Rotation on the Board of
Directors of the Company
During the period under review, none of the Directors would retire by
rotation at the ensuing Annual General Meeting.
Key Managerial Personnel (KMP)
S No. |
Name of Key Managerial Personnel |
Designation |
| 1 |
*Mr. Abdul Hameed Khan |
Chief Financial Officer |
| 2 |
AMr. Rajesh Kumar Singh |
Chief Executive Officer |
| 3 |
Ms. Sonali K Gaikwad |
Company Secretary & Compliance Officer |
Note:
* Mr. Abdul Hameed Khan was appointed as Chief Financial Officer w.e.f.
August 12, 2024 AMr. Rajesh Kumar Singh was appointed as Chief Executive Officer w.e.f.
August 12,2024
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each
independent director who are part of Board confirming that he/she meets the criteria of
independence as laid out in Section 149(6) of the Companies Act, 2013 read with the
schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND
DIRECTORS
One of the Key responsibilities and role casted on the Board is to
monitor and evaluate the performance of the Board, Committees and Directors.
MEETINGS OF THE BOARD
The Board met Ten times during the year under review. The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013
and the SEBI listing regulations. The said meetings of the Board of Directors were held on
May 29, 2024, July 09, 2024, July 30, 2024, August 09, 2024, September 25, 2024, October
16, 2024, November 06 ,2024, November 22, 2024, December 30, 2024 and February 03, 2025.
COMMITTEES OF THE BOARD
During the financial year ended March 31, 2025, the Company ensured
regular convening of Committee meetings in compliance with the applicable regulatory
requirements. The details of the meetings held by various Committees are as follows:
The Nomination and Remuneration Committee met five times
during the year, on May 29, 2024; July 09, 2024; August 08, 2024; September 25, 2024; and
February 03, 2025.
The Audit Committee convened six meetings during the
year, held on May 29, 2024; July 09, 2024; July 30, 2024; August 08, 2024; November 06,
2024; and February 03, 2025.
The Stakeholders Relationship Committee held two
meetings, both conducted on May 29, 2024.
A meeting of the Independent Directors was held separately on
March 20, 2025, without the presence of Non-Independent Directors and members of
management, as required under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Risk Management Committee met twice during the year, on
August 09, 2024, and March 02, 2025, to review and monitor key business and operational
risks and mitigation plans.
These meetings reflect the Company's continued focus on governance,
accountability, and oversight in accordance with applicable laws and best practices
The intervening gap between the Meetings was within the period
prescribed under the Act and SEBI LODR.
For attendance and other details please refer the Corporate Governance
Report, which forms part of the Annual Report 2024-2025. REMUNERATION POLICY
Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of
the Companies Act, 2013, the Company has formulated a policy on the appointment and
remuneration of Directors, which includes the criteria for determining qualifications,
positive attributes, independence of Directors, and other related matters. The details of
this policy are disclosed in the Corporate Governance Report, which forms part of this
Annual Report.
The details of remuneration paid to the Key Managerial Personnel (KMP)
during the financial year 2024-25 are provided under Annexure I to this Report.
The Company is in the process of formulating a comprehensive policy on
the remuneration structure applicable to Key Managerial Personnel and other employees,
aligning it with industry benchmarks and organizational objectives.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to the provisions of sub-section (12) of Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time, the requisite disclosure
is provided below:
During the financial year 2024-25, no remuneration was paid to the
Independent Directors of the Company. However, remuneration was paid to the Executive
Director in accordance with the terms approved by the Board and shareholders, wherever
applicable.
CORPORATE SOCIAL RESPONSIBILITY
Since the average net profit of the Company during the immediately
preceding three financial years does not exceed Rs. 5 crore, the provisions relating to
Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 were
not applicable for the financial year ended 31st March, 2025.
However, the Annual Report on CSR, containing the particulars specified
in Annexure II of the Companies (CSR Policy) Rules, 2014, is annexed and forms part of
this Report.
RISK MANAGEMENT
The Company continues to operate in the dynamic Engineering,
Procurement and Construction (EPC) sector, which inherently involves various
operational, financial, legal, and external risks. Recognizing the strategic importance of
a robust risk management framework, the Company has embedded risk assessment and
mitigation as an integral part of its business planning, execution, and review processes.
During FY 2024-25, the Company further strengthened its risk governance
by aligning risk controls with emerging trends, regulatory expectations, and sectoral
challenges. The objective remains to provide reasonable assurance towards the achievement
of strategic and operational goals, ensure statutory and legal compliance, protect the
integrity of financial disclosures, and safeguard the Company's reputation and assets.
The Risk Management Committee of Directors, constituted by the Board,
oversees the Enterprise Risk Management framework. The Committee is responsible for
reviewing key risk exposures, mitigation measures, and ensuring the framework remains
adaptive to changing risk landscapes.
As part of its ongoing improvement process, the Company is in the
advanced stage of finalizing a comprehensive Risk Management Policy, tailored to its
operational scale and complexity. The policy aims to proactively identify potential future
risks and outline structured mitigation strategies, thereby enhancing resilience and
supporting sustainable growth.
RELATED PARTY TRANSACTIONS
In accordance with the provisions of Section 134(3)(h) of the Companies
Act, 2013, your Company has entered into all related party transactions during the
financial year ended March 31,2025 in the ordinary course of business and on an arm's
length basis. The related party transactions has been duly approved and recorded in line
with applicable regulatory requirements.
The details of related party transactions for the year under review are
disclosed in the financial statements of the Company, as required under applicable
accounting standards.
The Company has a Policy on Related Party Transactions which is
reviewed periodically and is available on the Company's website at:
AUDITORS
Statutory Auditors and Auditors' Report
Pursuant to the recommendation of the Audit Committee, the shareholders
at the 49th Annual General Meeting approved the appointment of M/s SARC &
Associates, Chartered Accountants (Peer Review No. 011986), as the Statutory Auditors
of the Company for a period of three (3) consecutive years, from the conclusion of
the 49th Annual General Meeting until the conclusion of the 52nd Annual General Meeting to
be held in the year 2027.
The Statutory Auditors' Report for the financial year ended March
31,2025, is unmodified and does not contain any qualification, reservation, or adverse
remark. The Report is annexed to the Financial Statements, which form an integral part of
this Integrated Annual Report.
Cost Auditors
Since the Company is not falling under the threshold limit of Cost
Audit in FY 2024-25, hence, Cost Audit is not applicable for the aforesaid financial year.
Secretarial Auditors
Pursuant to Regulations 24A of Listing Regulations read with the
provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. Sandeep Dubey
& Associates as the Secretarial Auditor of the Company for the year ended March
31,2025. The Secretarial Audit Report furnished by M/s. Sandeep Dubey & Associates for
the financial year 2025 is annexed as Annexure III to this report. The Secretarial
Audit Report furnished by M/s. Sandeep Dubey & Associates contains some observations
that are self-explanatory and need no further comments.
Further listed entities are required to submit an Annual Secretarial
Compliance Report , which shall be signed by the appointed Secretarial Auditor or a Peer
Review Company Secretary satisfying the conditions as prescribed by SEBI.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees to the Audit Committee under Section 143(12) of the Companies Act,
2013, details of which need to be mentioned in this report.
EXTRACT OF ANNUAL RETURN
The Annual Return for the Financial Year 2024-2025 as per provisions of
the Companies Act, 2013 and Rules thereto, is available on the Company's Website i.e.
www.ivotistructures.in.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's operations in
future.
PUBLIC DEPOSITS
During the year under review, Company has neither accepted nor renewed
any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits ) Rules, 2014 amended from time to time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees or investments covered under the
provisions of Section 186 of the Act are given in notes to the standalone financial
statements forming part of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL STATEMENT BETWEEN AND DATE OF THE REPORT
There are no material changes or commitments affecting the financial
position of the Company that have occurred between the end of the Financial Year and the
date of this Report.
TRANSFER TO INVESTOR EDUCATION & PROTECTION
FUND (IEPF)
During the financial year 2024-25, the Company initiated the process of
transferring unclaimed dividend amounts to the Investor Education and Protection Fund
(IEPF). In view of the capital-raising activities undertaken during the year, the transfer
is currently in progress
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with relevant SEBI circulars and
guidelines, the Business Responsibility and Sustainability Report (BRSR) is applicable to
the Company for the financial year 2024-25. Accordingly, the Company has prepared the BRSR
in accordance with the format prescribed by SEBI, providing comprehensive disclosures on
its Environmental, Social, and Governance (ESG) initiatives and performance. The BRSR
forms an integral part of this Annual Report and is annexed separately.
PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
There were no applications made by the Company or upon the Company
under the Insolvency and Bankruptcy Code, 2016 during the period under review.
CORPORATE GOVERNANCE
The Company has broadly complied with the corporate governance
requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent applicable, except for certain
instances of non-compliance as highlighted in the Secretarial Audit Report. The Management
Discussion and Analysis Report, Corporate Governance Report, along with the Auditor's
Certificate on compliance with the conditions of Corporate Governance, form an integral
part of this Annual Report.
INTERNAL CONTROL SYSTEM
The Company has in place an adequate and effective internal control
system that is commensurate with the size, scale, and complexity of its operations. These
internal controls are aligned with the requirements of the Companies Act, 2013 and are
designed to ensure the orderly and efficient conduct of business, adherence to the
Company's policies, safeguarding of assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and the timely preparation of reliable
financial information.
The internal control framework comprises well-documented policies,
standard operating procedures, and structured governance practices. The Company continues
to strengthen its internal control environment through the adoption of technology-enabled
solutions and automation, ensuring greater reliability, transparency, and efficiency in
financial reporting and operational management.
The Company is committed to maintaining a robust internal control
environment and continues to review and refine its internal control systems in line with
evolving business requirements and industry benchmarks. The internal control mechanism is
further supported by the Code of Conduct and the Vigil Mechanism/Whistle Blower Policy,
which provide a secure and confidential channel for reporting concerns or unethical
practices.
The Audit Committee periodically reviews the effectiveness of internal
controls, significant risk assessment processes, internal audit reports, audit plans, and
key observations along with management responses. The Committee also benchmarks internal
practices with industry standards and provides recommendations for further enhancement,
wherever required.
Through continuous monitoring, evaluation, and improvement of internal
controls, the Company ensures compliance with applicable laws and regulations, effective
utilization and protection of resources, and reliability in financial and operational
reporting for the financial year ended 31st March, 2025.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with the provisions of Section 177 of the Companies Act,
2013 and the Rules framed thereunder, read with Regulation 22 of the SEBI LODR
Regulations, the Company has adopted a robust Vigil Mechanism / Whistle Blower Policy.
The Vigil Mechanism provides a secure and confidential channel for
employees, directors, and other stakeholders to report genuine concerns regarding
unethical behaviour, actual or suspected fraud, or violation of the Company's Code of
Conduct, without fear of retaliation.
The Policy is designed to ensure adequate safeguards against
victimization of individuals who avail the mechanism and also provides for direct access
to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The details of the Vigil Mechanism / Whistle Blower Policy and the
manner in which it is implemented are provided in the Corporate Governance Report, which
forms part of this Annual Report for the financial year ended 31st March, 2025.
CODE OF CONDUCT
The Company has in place a well-defined Code of Conduct for its Board
Members and Senior Management Personnel, which outlines the principles, ethics, and
standards that govern their professional conduct. All members of the Board and Senior
Management have affirmed compliance with the Code during the financial year 2024-25.
In accordance with Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has also established a Vigil Mechanism / Whistle Blower Policy.
This mechanism provides a secure and confidential channel for employees, directors, and
stakeholders to report concerns about unethical behavior, actual or suspected fraud, or
violation of the Company's Code of Conduct.
The Vigil Mechanism ensures adequate safeguards against victimization
and allows direct access to the Chairperson of the Audit Committee, in appropriate cases.
The policy is reviewed periodically and is available on the Company's website at
www.jyotistructures.in.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to fostering a safe, respectful, and inclusive
work environment for all its employees. It strongly believes in upholding the dignity of
every individual and ensuring a workplace free from discrimination, intimidation, and
harassment of any kind, including sexual harassment.
The Company has adopted a policy of zero tolerance towards sexual
harassment at the workplace and is actively working towards formalizing and strengthening
its policy framework in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Internal Committee (IC) has been duly constituted as per the statutory requirements to
address any concerns or complaints in a confidential and impartial manner.
For the financial year 2024-25, the Company affirms that no complaints
pertaining to sexual harassment were received.
OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL
POLICY
The safety, health, and well-being of employees and all individuals
associated with the Company remain a top priority. During the financial year 2024-25, your
Company continued to uphold its strong commitment to occupational health and safety by
fostering a safe and healthy working environment across all its operations.
The Company adheres to a proactive approach towards sustainability and
environmental stewardship. It remains focused on minimizing its environmental footprint
through continuous improvement of its Environmental Management System (EMS), aimed at
monitoring, controlling, and reducing environmental impact.
The Company ensures that its operations comply with all applicable
statutory and regulatory requirements related to occupational health, safety, and
environmental protection. Efforts are consistently made to align safety and sustainability
practices with industry best standards, thereby supporting long-term, responsible business
growth.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
Not Applicable
EMPLOYEES STOCK OPTION SCHEME
The Company obtained In-principle Approval from Bombay Stock Exchange
(BSE) on July 1,2022 and National Stock Exchange (NSE) on April
27, 2023 respectively.
The details of the equity shares issued, vested, or allotted under JSL
ESOS 2021 during the year are provided in Note 34 - Other Notes, Point No. 15 of the
Standalone Financial Statements.
TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY
& FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy, technology absorption is
annexed and forms part of this Report as Annexure IV.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134 (3) (c) of the Act, Board of Directors
confirms that:
i applicable Accounting Standards have been followed in the preparation
of annual accounts for the year ended March 31,2025 and that there are no material
departures;
ii such accounting policies have been selected and applied consistently
and the judgments and estimates made are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as at March 31,2025 and of the loss of
your Company for the year ended on that date;
iii to the extent possible proper and sufficient care has been taken
for the maintenance of adequate accounting records, in accordance with the provisions of
the Act, for safeguarding the assets of your Company and for preventing and detecting
fraud and other irregularities.
iv the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
We place on record our sincere appreciation of the valuable cooperation
and support received at all times by the Company from its bankers, other stakeholders,
concerned Government Departments, other authorities, its channel partners, employees and
shareholders.
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For Jyoti Structures Limited |
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sd/- |
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Dr. Rajendra Prasad Singh |
Place : Mumbai |
Chairperson & Independent Director |
Date : August 14, 2025 |
DIN:00004812 |
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