Your Directors present this 81st (Eighty-First) Annual Report and Audited Accounts for the year ended on 31st
March, 2025.

FINANCIAL RESULTS (^ in Lakhs)

PERFORMANCE -

1. Revenue from operations for the year ended on 31st March, 2025 was ^ 24,492 lakhs as compared to ^ 17,535
lakhs during the corresponding previous year.

2. The Cost of material consumed for the year was ^ 17,368 lakhs (70.91% of Revenue from Operations) as
compared to ^ 12,344 lakhs (70.40% of Revenue from operations) during the previous year.

3. The Employee benefits expenses increased to ^ 3,023 lakhs in FY 2024-25 compared to ^ 2,384 lakhs during the
previous year.

4. Other Expenses increased to ^ 2,384 lakhs in FY 2024-25 compared to ^ 1,625 lakhs during the previous year.

5. Overall improvement of operations resulted in an increased EBITDA ^ 1,717 lakhs for financial year 2024-25
compared to ^ 1,183 lakhs during the previous year 2023-24.

6. The other income for FY 2024-25 was ^ 165 lakhs as compared to ^ 183 lakhs during the previous year.

7. The Finance cost increased to ^ 60 lakhs in FY 2024-25 compared to ^ 25 lakhs during the previous year.

8. The profit before exceptional items was at ^ 1,300 lakhs compared to ^ 710 lakhs during the previous year.

9. The deferred tax asset was created by ^ 52 lakhs during the year as compared to ^ 84 lakhs during the previous
year.

10. Other Comprehensive Income was ^ (1) lakhs as compared to ^ 8 lakhs during the previous year. Consequently,
the total Comprehensive Income for the year was ^ 1,351 lakhs as compared to ^ 839 lakhs during the previous
year.

CURRENT OUTLOOK

Your Company has achieved positive EBITDA and Net profit during F.Y 2024-2025. 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.

CONSOLIDATED FINANCIAL STATEMENTS

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 ^ 271 lakhs is included in the Consolidated Financial
Statements.

DIVISIONAL PERFORMANCE

A. HEAD OFFICE (H.O.) OPERATIONS

During the year under review, the divisions at H.O. have achieved a sales turnover of ^ 153.18 crores registering
a growth of 42% over the previous financial year.

The Company has manufactured 557 pumps during the year under review as compared to 426 pumps in the
previous financial year registering a total growth of 31%. Similarly, Rotating Electric Machines Division has
manufactured 159 H.T. machines during the year under review as compared to 66 machines during the previous
financial year registering a growth of 2.4 times. The Company is focused to increasing its presence in the H.T.
machines business and at the close of the financial year the Company already has a pending order book of 112
H.T. motors for execution in the next financial year.

The Company closed the financial year with a pending order book position of ^ 315 crores with clear executable
order of ^ 177 crores.

The Company has increased its manufacturing range and capability and has successfully designed large rating
pumps and motors against various orders which will be taken up for execution in the next financial year.

a) Vertical Low Head Axial Flow Pumps of size 1800 VP for Lift Irrigation in the state of Gujarat.

b) Vertical Mixed Flow Pumps of size 1800 VM for Lift Irrigation in the state of Andhra Pradesh.

c) 3700 KW, 6.6 KV, 750 RPM H.T. motors for Lift Irrigation Scheme in the state of Rajasthan.

d) 3800 KW, 11 KV, 750 RPM H.T. motors for Lift Irrigation Scheme in the state of Madhya Pradesh.

The above orders have taken the credentials of the Company to the next level and will help the Company for
securing more orders in this segment.

During the year under review, the Company has received prestigious order from L&T Limited of ^ 38.25 crores
for 29 No. of Pumps and motors ranging from 75 KW to 2650 KW for Lift Irrigation Project in the state of Gujarat.

The Company feels proud and elevated to have supplied 152 Pumps and 131 motors in the state of Gujarat
during the year under review.

The Company continues to have its presence in Maharashtra, Madhya Pradesh, Telangana, Karnataka and
Kerala for various Lift Irrigation and Water Supply Projects.

The Company has established in-house infrastructure to carry out refurbishment, operation and maintenance
of various pumps and hydro projects.

The Company is already doing operation & maintenance of 10 No. Vertical Turbine Pumps of 3.15 MW and 10
No. Vertical Turbine Pumps of 2.95 MW with motors and other electro-mechanical equipments at Sauni Yojana
Lift Irrigation Scheme in the state of Gujarat. Similarly, the Company is also doing operation & maintenance for 5
No. Metallic Volute Pumps each of 12 MW at Tubachi Bableshwar Lift Irrigation Scheme and 8 No. Vertical
Turbine Pumps each of 2.2 MW at INDI Lift Irrigation Scheme with other electro-mechanical equipments in the
state of Karnataka.

The Company has received a prestigious order of ^ 8.50 crores for repairing and refurbishment of 3 No.
Horizontal Kaplan Turbines with 5 MW Generators and other electro-mechanical equipments from M/s Soham
Mannapitlu Power Pvt. Ltd. which is under execution.

The Company is pleased to inform of having received a prestigious order from Karan Development Services,
Bhopal for Design, Manufacture, Supply, Erection, Testing and Commissioning of 5 No. Horizontal Kaplan
Turbines each of 5 MW with Generators and other electro-mechanical equipments for Hydro Power Project
under Narmada Valley Development Agency in the state of Madhya Pradesh. The same customer has also
given order for 17 No. large capacity Vertical Turbine pumps with H.T. motors ranging from 160 KW to 3800 KW
which is an extension of the Hydro Project. The total cost of this project is ^ 60 Crores.

The Company sees a very good potential for growth at all the divisions in H.O. in the years to come.

B. SWITCHGEAR OPERATIONS

During the year under review, Switchgear Division achieved sales of ^ 8,850 Lakhs as compared to sales of
^6,420 Lakhs in the financial year 2023-24. The sales of the Switchgear Division have increased by 38% in
current financial year. The sales achieved during the year was the highest in terms of value since many years.
The VCB production in terms of quantity is around 1140 Nos. and HT Switchgear Panels Manufactured are 1160
Nos.

In addition to the above, in the financial year 2024-25, the division bagged various 11 kV VCB panels from
GETCO worth ^ 2,760 lakhs for total of 420 panels.

During the Year under review, the division has also executed major orders received from IOCL, Panipat worth
^1,450 lakhs and as a result, the division has bagged order from IOCL Panipat worth ^ 246 lakhs and ^ 1,240
lakhs in second half which will be executed in first half of the financial year 2025-26.

During the year under review, the division also executed orders for ^1,350 lakhs received from various Solar
EPC contractors for GETCO substation.

During the Year under review, the division also executed orders worth more than ^1,160 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 R&D team has taken up the re-certification of 40 KA system fault level system
panels and IAC test for 25 KA for 1 sec which will help the division to get more orders of 40 KA system fault level
system panels requirements.

During the year, the division has participated in Largest Exhibition ELECRAMA 2025 held in Greater Noida in the
month of February, 2025. It was a great success and there was huge response for Jyoti Medium Voltage
Switchgear Products.

The division is having pending orders worth ^ 5,850 lakhs as on 31st March, 2025 and are planned for execution
in the financial year 2025-26 and the division is hopeful for better performance in the years to come.

C. ECS (RELAY) DIVISION

During the period under review, ECS division achieved sales of ^ 334 lakhs which is higher as compared to
previous year. ECS Division continued to enjoy receipt of purchase orders from leading organisations like
BHEL, NPCIL, Adani Power, JSW Power, Schenider Electric 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 Nigeria, Bahrain, Saudi Arabia and Thailand. The Division had bulk
quantity orders from Honeywell, BHEL, Siemens and NTPC.

ECS Division is certified 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 financial year 2025-26, the sales turnover will increase as compared to last year.

EXPORTS

During the year under review, the Company’s exports valued at ^ 2.39 crores. The Company’s major exports are
to Sultanate of Oman for Switchgear.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

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 2024-25.

TRANSFER TO RESERVES

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

PUBLIC DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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.

DECLARATIONS FROM INDEPENDENT DIRECTORS:

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

2. Mr. V. K Gulati ceased from the Directorship of the Company with effect from 29th October, 2024.

3. Mr. S. S. Bhattbhatt ceased from the Directorship of the Company with effect from 29th October, 2024.

4. Mr. Rahul N. Amin was re-appointed as Managing Director of the Company for a period of 3 (three) years
w.e.f. 10th December, 2025, subject to approval of Shareholders at the ensuing Annual General Meeting.

5. Ms. Shubhalakshmi R. Amin was appointed as an Additional Director and Executive Director of the
Company with effect from 28th July, 2025 subject to approval from Shareholders.

6. Mr. Shrivatsa S. Sinha was appointed as an Additional Non-Executive Independent Director of the
Company with effect from 28th July, 2025 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.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section
2(51) and Section 203 of the Act, read with the Rules framed thereunder.

1. Mr. Rahul N. Amin, Managing Director

2. Mr. Suresh Singhal, Company Secretary and Compliance Officer

3. Mr. Ronak Shah, Chief Financial Officer

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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.

BOARD MEETINGS

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.

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to composition of Stakeholders Relationship Committee is included in the Corporate
Governance Report, which forms part of this Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

The Company does not have any subsidiary, Associate Company within the meaning of section 2(6) of the
Companies Act, 2013.

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.

WHISTLE BLOWER AND VIGIL MECHANISM

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: https://www.ivoti.com/pdf/whistle_blow
er_and_vigil_mechanism_policv.pdf

NOMINATION AND REMUNERATION POLICY

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.iyoti.com/pdf/no
mination_and_remuneration_policy_n_evaluation_criteria.pdf

RISK MANAGEMENT

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

BOARD EVALUATION

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.

EVALUATION OF COMMITTEES OF THE BOARD

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.

ANNUALRETURN

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 31,2025, 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: https://www.iyoti.com/investor/annual return.aspx.

RELATED PARTY TRANSACTIONS

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.ivoti.com/pdf/policv%20on_related_partv_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.

INTERNAL FINANCIAL CONTROLS

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.

INSIDER TRADING - CODE OF CONDUCT

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

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

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 2024-25, the Company conducted awareness programmes in respect of Sexual
harassment at work place. No case was reported relating to Sexual Harassment during the FY 2024-25.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, the 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.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

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

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

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

AUDITORS

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 22nd
September, 2022 to hold office for term of 5 years i.e. from the conclusion of 78th Annual General Meeting until
the conclusion of 83rd Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rules framed thereunder, 2014
and as per Regulation 24A(1)(1A) of the SEBI (LODR) Regulations, 2015 read with Circular No.
SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated 31st December, 2024 the Company has appointed M/s. Ravi
Kapoor & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for a
period of 5 (five) consecutive years from F.Y. 2025-26 to FY. 2029-30 in the Board Meeting held on 27th May,
2025 subject to the approval of Shareholders at the ensuing Annual General Meeting.

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 and has also confirmed that the Company has complied with all applicable SEBI
Regulations and circulars/ guidelines issued thereunder, for the Financial Year 2024-25.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS

There are no qualifications or comments by the Statutory Auditors and Secretarial Auditors which require any
explanation from the Directors.

COST AUDITORS

Based on the recommendations 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 2025-26:

(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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS

The Company has allotted 59,63,636 Equity Shares to Rare Asset Reconstruction Pvt. Ltd. (now known as “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 59,63,636 Equity shares by the Company to BSE Limited is
rejected because as per BSE, the Company had to take prior approval from the Shareholders of the Company
for allotment of shares to Rare Asset Reconstruction Pvt. Ltd. (now known as “Rare Asset Reconstruction
Limited). 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 had filed appeal with Supreme Court of India which is also
dismissed by the Supreme Court. Considering the dismissal of the appeal by the Supreme Court, the necessary
Special Resolution was passed by the Shareholders of the Company on 17th May, 2025 ratifying the allotment
made on 2nd May, 2018 and the Company has filed the fresh application for listing of Shares with Bombay Stock
Exchange (BSE) which is still in process/ pending with BSE.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 with these
Provisions.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting
Standards) Rules, 2015 while preparing Financial Statements.

COMPLIANCE OF SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

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, Stakeholders 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
Rahul N. Amin

Chairman & Managing Director
(DIN:00167987)

Place: Vadodara
Date: 14th August, 2025