Jyoti Ltd

To,

The Members of Jyoti Limited

Your Directors present this 80^th (EIGHTIETH) ANNUAL REPORT and Audited Accounts for the year ended on 31^st March, 2024.

( in lakhs)

1. Revenue from operations for the year ended on 31^st March, 2024 was 17,535 lakhs as compared to 15,455 lakhs during the corresponding previous year.

2. The Cost of material consumed for the year was 12,344 lakhs (70.40% of Revenue from Operations) as compared to 11,175 lakhs (72.31% of Revenue from operations) during the previous year.

3. The Employee benefits expenses increased to 2,384 lakhs in FY 2023-24 compared to 2,092 lakhs during the previous year.

4. Other Expenses increased to 1,625 lakhs in FY 2023-24 compared to 1,319 lakhs during the previous year.

5. Overall improvement of operations resulted in increased EBITDA 1,183 lakhs for financial year 2023-24 compared to 868 lakhs during the previous year 2022-23.

6. The other income for FY 2023-24 was 183 lakhs as compared to 880 lakhs during the previous year.

7. The Finance cost decreased to 25 lakhs in FY 2023-24 compared to 42 lakhs during the previous year.

8. The profit before exceptional items was at 710 lakhs compared to 993 lakhs during the previous year.

9. The deferred tax asset was created by 84 lakhs during the year as compared to 79 lakhs during the previous year.

10. Other Comprehensive Income was 8 lakhs as compared to 22 lakhs during the previous year. Consequently, the total Comprehensive Income for the year was 839 lakhs as compared to 439 lakhs during the previous year.

Your Company has achieved positive EBITDA and Net profit during F.Y. 2023-2024. Your Company is currently focusing on cash flow, controlling of overheads and ensuring raw material inflow for production. Your Company expects improved business operations with margins during current year.

In view of ongoing operations with improved business prospects, continues to execute orders in hand, increasing and giving additional focus on turnover of spares, retrofit & service orders which contribute good margin and obtain new orders despite adversities from private as well as public sector, positive EBITDA, robust cost controls, your Directors are very positive about the Company's viability and optimistic about its future.

The Company has a Joint Venture (JV) Company, Jyoti Sohar Switchgear LLC, with Omar Zawawi Establishment, Sultanate of Oman, wherein your Company holds 49% share.

The Company has prepared Consolidated Financial Statements in accordance with Ind AS 28 –Investments in Associates and Ind AS 111 – Joint Arrangements, issued by the Institute of Chartered Accountants of India, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2015. The Audited Consolidated Financial Statements together with the Independent Auditor's Report thereon are annexed and form part of this Annual Report.

Jyoti Sohar Switchgear LLC is located in Sohar Industrial Estate, Sohar, Sultanate of Oman and manufactures medium voltage metal-clad switchgear for 12kV system and relay and control panels. In consolidation of statements, the Company's share of Profit of 13 lakhs is included in the Consolidated Financial Statements.

During the year under review, the divisions at H.O. have achieved a sales turnover of 108 Crores and has registered growth of 12% over the previous financial year. The Company has been more conservative in executing various orders to ensure better margins and cash flow.

The company is proud to inform that largest Vertical pump order of size 1800 VM for discharge of 35680 M3/hr is received from M/s Raghava Constructions for Hiramandalam Lift Irrigation Scheme. This pump will be driven with 4700 KW motor.

During the year under review, the company has received prestigious orders for more than 90 Nos. large size Vertical Turbine Pumps with Motors ranging from 90 KW to 2700 KW for Various Lift Irrigation Projects namely Southern Link, Sarsadi & Ditwas, Saran, Dantiwada and Sauni Yojana in the state of Gujarat and the total order value is about 70 Crores.

The company has also received orders for 15 Nos. large capacity Vertical Turbine Pumps with HT Motors ranging from 700 KW to 1800 KW for TEM Micro Irrigation and Dobi LIS Project in the state of Madhya Pradesh.

The company has received orders for 15 Nos. large capacity Vertical Turbine Pumps with HT Motors ranging from 580 KW to 1150 KW for WRD Krishna Marathwada, Andhali LIS and NMMC in the state of Maharashtra. The company has also received Orders of more than 150 Nos. Vertical turbine pump motor sets from Maharashtra Jeevan Pradhikaran through various Contractors.

With increased focus on industries, the Company has received 13 Nos. Vertical Turbine Pumps orders from J K Cement, NFL, Bokaro Steel plant, Grasim, NALCO and SAIL. Further order for 2 Nos. Horizontal Pumps with 850 KW motor for cooling water from IOCL Vadodara was also received.

The Hydro Division during the year has received Order for 3 Nos of 500KW Horizontal Turgo Turbine & Generators with E&M for Dirang, Arunachal Pradesh. Further, the division has successfully commissioned 2 Nos. Horizontal Turgo machines with Generator each of 500 KW after refurbishment in Haftal, Kargil. These machines refurbished were originally commissioned before 30 years.

During the year under review, the Rotating Electric Machines division has manufactured 56 Nos. of H.T. Motors and Generators. The division has a manufacturing load of 199 Nos. of H.T. Motors ranging from 225 KW to 3500 KW as on 31^st March, 2024.

During the year under review, the company has booked orders for 189 Crores and has a carry forward order book of 278 Crores as on 31^st March, 2024. The Company is also well placed in major projects under pipeline and is expecting good amount of orders in the coming financial year.

During the year under review, Switchgear Division achieved sales of 6420 Lakhs as compared to sales of 5520 Lakhs in the financial year 2022-23. The sales of the Switchgear Division have increased by 17% in current financial year. The VCB production in terms of quantity is around 1010 Nos. and HT Switchgear Panels Manufactured are 980 Nos. The Switchgear Division has received total orders worth 10530 Lakhs in the financial year 2023-24 which is highest order booking for Switchgear Division in last 25 Years.

In addition to the above, in the financial year 2023-24, the division bagged various 11 kV VCB panels from GETCO worth 1490 lakhs for total of 300 panels.

During the Year under review, the division has also executed major orders received from IOCL, Panipat worth 621 lakhs and from IOCL pipeline order for 548 lakhs.

During the year under review, the division also executed various IOCL pipeline orders received from EPC Contractors like M/s. Siemens, M/s. Powersol, M/s. Rainbow, M/s. Konstlec and many more for Value about 450 Lakhs.

During the year under review, the division also executed orders for 200 lakhs received from various Solar EPC contractors for GETCO substation.

During the Year under review, the division also executed orders worth more than 1175 lakhs for spares, services and retrofit work in terms of life enhancement installed based Jyoti medium Voltage Switchgear Products to the utmost satisfaction to customers.

During the year under review, the division has bagged orders worth 21 crores on Lump Sum Turn Key (LSTK) basis from IOCL Panipat refinery for their prestigious product for replacement of Generation Plant HT panels and other panels.

During the year under review, the R&D team has taken up the re-certification of 40 KA system fault level system panels and completed except few Tests. This will help the division to get more orders of 40 KA system fault level system panels requirements.

For Medium Voltage Switchgear Products, the Division has decided to do the re-certification of various products as a continuous product certification process which was partly done in last three years and certain tests will also be conducted during 2024-25.

The division is hopeful for better performance in the years to come and confident for large flow of orders for Medium Voltage Switchgear Products in view of the growing power sector demand in India.

During the period under review, ECS division achieved sales of 316 lakhs which is higher as compared to previous year. ECS Division continued to enjoy receipt of purchase orders from leading organisations like BHEL, Siemens, ABB, L&T, Pyrotech Electronics, Honeywell, NTPC, Emerson, Tata Steel, SAIL and many more for their usage of Electro-Mechanical Relays in Power Sector applications.

The Division also exported Relays to Sri Lanka, Saudi Arabia and Thailand. The Division had bulk quantity orders from Jindal Power & Steel, BHEL, Pyrotech Electronics and NTPC.

ECS Division is recertified for ISO 9001:2015 Quality Management System by TUV Nord up to March, 2027. Jyoti Ltd is enjoying highest level of quality and reliability for their RE 300 series and RE 400 series type relays and hence for 2024-25 the sales turnover will increase as compared to last year.

During the year under review, the Company's exports valued at 5.94 crores. The Company's major exports are to Sultanate of Oman for Switchgear.

During the year under review Company has not changed its nature of Business.

In view of the marginal profit made by the Company during the period under review, your Directors do not recommend any dividend for the financial year 2023-24.

During the year under review, the Company has made marginal profit and therefore, Board proposed not to transfer any amount to the reserves.

The Company has not accepted any deposits from the Public during the year under review.

Details of loan covered under the provisions of the Section 186 of the Companies Act, 2013 is given in the notes to Financial Statements forming part of the Annual Report.

The Company has not provided any guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

As required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A forming part of this Report.

As per Regulation 27(2) of the SEBI (LODR) Regulations, 2015, Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are given in Annexure B forming part of this Report.

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

1. Mrs. Tejal Amin retires by rotation and being eligible, seeks re-appointment.

2. Mr. Utpal R. Shah was appointed as an Independent Director with effect from 14^th August, 2024 subject to approval from shareholders.

3. Mr. Ashish A. Shah was appointed as an Independent Director with effect from 14^th August, 2024 subject to approval from shareholders.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

There were no changes in Key Managerial Personnel during the year under review.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that -

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

ii. The Directors had selected such accounting policies and applied them consistently and made judgements 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 and of the profit for Standalone Financial Results and Consolidated Financial Results of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a ‘going concern' basis;

v. 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; and

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

The Board of Directors met 6 times during the year. The gap between two Board Meetings was not more than 120 days. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

The details pertaining to composition of Nomination & Remuneration Committee are included in the Corporate Governance Report, which forms part of this Report.

The details pertaining to composition of Shareholders'/Investors' Grievances and Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms part of this Report.

The Company does not have any subsidiary.

The Company has a Joint Venture Company viz. Jyoti Sohar Switchgear LLC, Sultanate of Oman and holds 49% of the total shareholding.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's Joint venture in Form AOC-1 is attached to the financial statements of the Company.

The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors, Employees and Stakeholders to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and also as per the Regulation 22 read with Regulation 4(d) (iv) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy is available on the website of the Company at the web-link:http://www.jyoti.com/pdf/whistle_blower_and_vigil_mechanism_policy.pdf

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on appointment and remuneration of Directors and Key Managerial Personnel.

The said Policy may be referred to at the Company's official website at the web-link:http:// www.jyoti.com/pdf/nomination_and_remuneration_policy_n_evaluation_criteria.pdf

The Risk Management Policy of the Company may be referred to at the Company's official website at the web-link:http://www.jyoti.com/pdf/risk_management_policy.pdf

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage.

The evaluation framework for assessing the performance of Board including the individual directors is based on the following key measures:

- Attendance and participation in the Meetings and timely inputs on the minutes of the meetings

- Adherence to ethical standards & code of conduct of Company and disclosure of non –independence, as and when it exists and disclosure of interest

- Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings

- Interpersonal relations with other directors and management

- Effective deployment of knowledge and expertise

- Providing insight, well articulated perspectives and stimulating discussion

- Objective evaluation of Board's performance, rendering independent, unbiased opinion

- Understanding of the Company and the external environment in which it operates and contribution to strategic direction

- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard of confidential information

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A Member of the Board does not participate in the discussion of his / her evaluation.

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Companies Act, 2013, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return of the Company for the financial year ended on March 31, 2024, prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and is accessible at the web link:http://jyoti.com/investor/annual_return.aspx

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with the Promoters, Directors and Key Managerial Personnel, etc., which may have potential conflict with interest of the Company at large.

The Policy on Related Party Transactions of the Company is uploaded on the Company's website at the web-link:http://www.jyoti.com/pdf/policy%20on_related_party_transactions.pdf

The Audit Committee reviews all related party transactions quarterly.

The particulars of contracts or arrangements with related parties given in "Form AOC-2" are given in Annexure C forming part of this Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24 in the Board Meeting held on 30^th May, 2023.

The Secretarial Audit Report is appended as Annexure D forming part of this Report. The Secretarial Audit Report for the financial year under review does not contain any qualification or adverse remarks.

M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, has submitted Secretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8 February, 2019, and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars/ guidelines issued thereunder, for the Financial Year 2023-24.

As per provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks.

Your Company has adequate financial control system and framework in place to ensure:

1. The orderly and efficient conduct of its business including adherence to Company's policies;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

Significant observations including recommendations for improvement of the business processes are reviewed by the Management before reporting to the Audit Committee. Audit Committee reviews Internal Audit Reports as well as operating plans and status of implementation of the agreed action plans. This system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with the policy adopted by the Company. The Board of Directors regularly review the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls.

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insiders, for its Directors and Senior Management Officers. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. The Code clearly specifies, among other matters, that Directors and Designated Persons of the Company, as defined in the Code, can trade in the shares of the Company only when the Trading Window is open. The code can be accessed on Company's website at web-link: http://jyoti.com/pdf/ insidertradingcodeno1.pdf

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. In compliance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the Company has in place a policy on Sexual Harassment at Workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During FY 2023-24, the Company conducted awareness programmes in respect of Sexual harassment at work place. No case was reported relating to Sexual Harassment during the FY 2023-24.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the limits set out in the said Rules and other details as required under Section 197(12) of the Act, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E forming part of this Report.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

During the year under review, it is not applicable to the Company.

Pursuant to provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, M/s. Amin Parikh & Co., Chartered Accountants, Vadodara (holding Registration No. 100332W) were re-appointed as Statutory Auditors of the Company at the Annual General Meeting held on 22^nd September, 2022 to hold office for term of 5 years i.e. from the conclusion of 78^th Annual General Meeting until the conclusion of 83^rd Annual General Meeting.

The Auditors report for the year under review does not contain any Qualification or Adverse remark.

Based on the recommendation of the Audit Committee and subject to the ratification of the remuneration of the Cost Auditors by the Members of the Company, the Board of Directors of your Company has appointed the following Cost Auditors for conducting the audit of cost records of the Company for various products for the financial year 2024-25:

(i) M/s. R. K. Patel & Co., Cost Accountants – For Motors and Pumps

(ii) M/s. Y. S. Thakar & Co., Cost Accountants – For Engineering Products such as Generator, Turbine and Relay

Your Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and rules made thereunder.

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

The Company has allotted 5963636 equity shares to Rare Asset Reconstruction Limited on 02.05.2018 pursuant to Section 9 (1)(g) of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and accordingly filed listing application to BSE Limited, but the Listing application filed for 5963636 equity shares by the Company to BSE Limited is rejected. Against the same, Company had filed an appeal in Securities Appellate Tribunal (SAT). The Company's appeal against the order of Stock Exchange has also been rejected by Securities Appellate Tribunal (SAT).

Against the order of SAT, the Company has filed appeal with Supreme Court of India which is still pending.

Corporate Social Responsibility Provisions are applicable to every Company having net worth of Rupees Five Hundred Crores or more or Turnover of Rupees one thousand crores or more or a Net Profit of Rupees Five Crores or more. As the Company is not covered under any of these prescribed criteria therefore the said Provisions are not applicable to the Company and accordingly Company is not required to comply these Provisions.

No frauds have been noticed or reported during the year under audit report which are reportable to the Central Government.

As per requirement of provisions of Section 118(10), the Company has complied with the Secretarial Standards applicable to the Company.

The Board of Directors take this opportunity to thank the Company's customers, members, suppliers, bankers, Rare Asset Reconstruction Limited, Associates, Central and State Governments and employees at all levels for their support and co-operation extended to the Company during the year.

On Behalf of the Board of Directors

Chairman & Managing Director

Place: Vadodara

Date : 14^th August, 2024