Dear Shareholders,

Your Directors have pleasure in presenting their 32^ndAnnual Report on business and operation of your company for the year ended as at March 31, 2023.

STANDALONE FINANCIAL PERFORMANCE:

Note: All Figures are in crores except Earnings Per Share.

• BUSINESS:

During the financial year, the total revenue of the company on standalone basis stood at Rs. 828.24 crores against Rs. 678.23 crores during previous financial year. The company had net profit of Rs. 39.32 crores as against profit of Rs 19.25 crores in previous financial year.

Although the operation of the company was set on track post covid - 19 pandemic and this was mainly due to favorable sentiments and sustained as well as growing order book position of the company. The management of the company expects the business of the company will sustain and grow subject to continuation of the favorable economic conditions and external factors. The management of the company also planning to penetrate further into the export markets.

• INCREASE IN PAID UP EQUITY SHARE CAPITAL:

With the consent of Shareholders of the company at their extra ordinary general meeting held on July 30, 2022, the company has availed an Unsecured Loan from Promoters of the company namely [1] Mr. Parakramsinh G. Jadeja; and [2] Jyoti International LLP, with an option given to the promoters to convert the same into an equity share of the company. Accordingly, pursuant to the consent of the said promoters, the company had allotted fresh 34,50,000 Equity Shares amongst the said promoters, during the financial year, against partial conversion of their outstanding loan extended to the company.

• DIVIDEND:

To preserve the fiscal resources, board of directors has not recommended any dividend for the financial year ended on March 31, 2023.

• FINANCE:

The borrowing of the company during the year was increased mainly to meet cash flow and sustain business operation. As at March 31, 2023, the total borrowing of the company as at end of the financial year 2022 - 23 was stood at Rs. 624.92 Crores.

Appointment, Retirement and Re-appointment:

Mr. Vikramsinh R. Rana (DIN: 00125079) and Mr. Sahadevsinh L. Jadeja (DIN: 00126392), Whole Time Directors of the company, were to retire by rotation in pursuant to the provisions of section 152 (6)(c) of the Companies Act, 2013 read with companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the company and being eligible, had offered themselves for reappointment.

The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013.

No. of Board Meetings:

The board met 5 times during the year and the intervening gap between the meetings was within the period prescribed under the companies act, 2013.

Evaluation of Directors:

The evaluation of performance of Board, Committee and Individual Directors were carried out in pursuant to the evaluation criteria as laid down by the Nomination & Remuneration Committee.

• 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 reflecting by activities carried out by the company.

The Annual Report on CSR Activities carried out by the company during the financial year is given in Annexure I to this report in the format prescribed in the Companies (Corporation Social Responsibility Policy) Rules, 2014. The CSR Policy and Initiatives undertaken by the company is available on the website of the company.

• SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENT:

The company has overseas subsidiaries including step down operating subsidiaries. During the year, the first step down wholly owned operating subsidiary of the company has incorporated a new and wholly owned subsidiary in Turkey. Thus, in pursuant to the provisions of Section 2(87) of the Companies Act, 2013, the same becomes a subsidiary of the company. Further, with the consent of shareholders of the company at their extra ordinary general meeting held on March 25, 2023, the company has converted an outstanding loan up to Euro 170,02,613, extended to Jyoti SAS, France, a wholly owned subsidiary of the company, into an equity share capital of Jyoti SAS, France. 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, 2023 and the report of auditor is annexed herewith. Further, a statement containing salient features of financial statement of subsidiaries in Form AOC - I is also annexed to this report.

• 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.

• RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the company during the FY 2022 - 23 with related parties were on arm's length basis and in the ordinary course of business. The approval of audit committee was taken for all Related Party Transactions (RPT). Details of all such transactions undertaken during the financial year were given in Form AOC - 2 enclosed herewith at Annexure II.

• 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 not received any complaints of sexual harassment during the year.

• 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 implemented risk mitigating measures to improve its business efficiency, to sustain in competitive business environments as well as to transform its business operation to Industry 4.0 standards so as to meet future challenges.

The risk governance structure of the company acts in close coordination with the top management officials of the company and is capable to deal with the risks at all levels as well as to mitigate its impact on business operation and financials of the company. The risks surrounded by the company can broadly be classified under [1] Industry Risk; [2] Operational and Management Risk; [3] Inputs Price Volatility Risk; [4] Finance Risk; [5] Business Risk and [6] Interest Rate Risk.

The above risk always presents in business of the company and if not contained and/or monitored, the same may have more or less impact on entire business operation and/or future growth of the company. So, in order to mitigate the impact of such risks, the factors arising such risks have well been identified and addressed in time by the company. The Risk Management System of the company is more described in notes on standalone financial statement annexed herewith.

• 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.

• 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.

• 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 as well as the facts disclosed here in this report.

• DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of The Companies Act, 2013 the Directors hereby state and 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 31^stMarch, 2023 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 devised proper internal systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EARNINGS & OUTGO:

The disclosure required in pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 are provided in Annexure II to the Report attached herewith.

• 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 2022-23. The cost audit for the financial year 2021 - 22 was conducted by the said auditor and report thereon is filed on the web portal of Ministry of Corporate Affairs.

• AUDIT & AUDITORS:

M/s. G. K. Choksi & Co., Chartered Accountant, (Firm Reg. No. 125442W), was appointed as an Auditor of the company to fill the casual vacancy caused in the office of the Directors and the term of his office was up to the date of an annual general meeting of shareholders of the company held on September 30, 2022. Further, with the consent of shareholders of the company, pursuant to the provisions of Section 139 of the Companies Act, 2013, at their annual general meeting held on September 30, 2022, M/s. G. K. Choksi & Co., Chartered Accountant, (Firm Reg. No. 125442W), being eligible, was appointed as an Auditor of the company for the period of five years.

The report of auditor on Standalone and Consolidated Financial Statement of the Company for the year ended on March 31, 2023 is annexed to this report. In his report, the auditor puts a remark in relevant clauses regarding delay in payment due to the banks and some statutory dues. In this regard, the board would like to explain that the same were temporary and for short duration. The company had paid all such dues to banks, financial institutions as well as government authorities.

Apart from above, the Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments and/or explanation.

• SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the companies act, 2013, the board of directors of the company had appointed M/s. N. S. Dave & Associates, Practicing

Company Secretary, for Secretarial Audit and the report thereon submitted by them is annexed to this report (Annexure IV).

• APPRECIATION:

Your Directors also 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 assistance and co- operationreceived from the Government authorities, financial institutions, banks, customer, vendors and members during the year under review.