The Directors present herewith 118^th Annual Report together with the Audited Financial
Statements of the Company for the year ended March 31^st, 2025.

l.Financial Summary

(W in lakhs)

2. Dividend

The Directors are pleased to recommend a dividend of W1.25/- per share (125%) on Equity
Shares of W1/- each for the year ended March 31^st, 2025.

The Final Dividend, subject to the approval of Members at the AGM on Monday, 29^th September
2025, will be paid on or after Friday, 3^rd October 2025, to the Members whose names appear in
the Register of Members, as on Monday, 22^nd September 2025, being the cut-off date, i.e. one
day prior to the commencement of the Book Closure dates, i.e. Tuesday, 23^rd September, 2025
to Monday, 29^th September, 2025 (both days inclusive).

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders.
The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax
at source (TDS)

3. State of the Company's Affairs and Operations:

Income for the year under review, was ?21,931/- lakhs as against ?17,553/- Lakhs in the
previous year. The profit before tax after exceptional item was ?2,156/- Lakhs as against
?1,343/- Lakhs in the previous year. Generally, business should continue to progress. Barring
unforeseen circumstances, there should be improved results in the current financial year
2025-26.

4. Performance of Subsidiary Companies

As on the date of this Annual Report, the Company has 4 (Four) subsidiaries and 1 (one) joint
venture company. A list of the companies that were considered in the Consolidated Financial
Statements (CFS) for the year ended 31^st March, 2025 is included in the notes to the CFS. The
CFS, prepared in accordance with Section 129(3) of the Act, and the applicable Accounting
Standards, forms part of this Annual Report. Additionally, a separate statement containing the
salient features of the financial statements of all subsidiaries and joint venture, in prescribed
Form AOC-1, is attached to the Financial Statements of the Company. This statement provides
details of the performance and financial position of each subsidiary and the performance of the
joint venture. The audited financial statements, together with related information and other
reports of each of the subsidiary companies are available on the Company's website at https://-
iosts.com/uploads/investor/policies/Policy-on-Material-Subsidiary-06-11-2019.pdf The

summary of performance of the Company's subsidiaries is provided as below:

MHE Rentals India Private Limited ("MHE Rentals")

MHE Rentals India Private Limited ('MHE') is a Wholly Owned Subsidiary of the Company and is
engaged in equipment rental business. For the year ended March 31^st, 2025, the turnover was
?1424.89/- lakhs as against ?1311.08 lakhs in the previous year. The Profit for the year ended
March 31^st, 2025 was ? 82.62/- lakhs as against profit of ?83.65/- lakhs in the previous year.

Josts Engineering Inc.

Josts Engineering Inc. is a Wholly Owned Subsidiary of the Company and is engaged in trading
of Engineered goods. For the year ended March 31^st, 2025, the turnover was ?340/- lakhs as
against ?61.63/- lakhs in the previous year. The Profit for the year ended March 31^st, 2025 was
?91.67/- lakhs as against profit of ?23.52/- lakhs in the previous year.

JECL Engineering Limited

JECL Engineering Limited ('JECL') is a Wholly Owned Subsidiary of the Company and is engaged
in the business of Manufacturing of Material Handling Equipments. JECL has commenced its
commercial production of Material Handling Equipments at its factory located at Plot No. L-5,
Add. MIDC, Kudawali Village, Murbad, Maharashtra, on 1^st April, 2025. Income for the year
under review, was ?621.08/- Lakhs. The Profit for the year ended March 31^st, 2025 was
?32.91/- lakhs against loss of ?15.66/- Lakhs during the previous year.

Josts Foundation

Josts Foundation, a not-for-profit company incorporated on 9^th August, 2024, was established
with the objective of undertaking Corporate Social Responsibility (CSR) initiatives. During the
year under review, the Foundation set up the Chhatrapati Shivaji Maharaj Skill Centre at
Murbad, aimed at providing vocational training to the local community and successfully trained
students who enrolled in the program. In addition, the Foundation undertook a tree plantation
drive, planting 1,000 saplings in and around the factory premises located at Plot No. L-5, Addl.
MIDC, Kudawali Village, Murbad, Maharashtra.

Suryavayu Renewable and Energy Solutions Private Limited

Suryavayu Renewable and Energy Solutions Private Limited ('SRESPL') was incorporated as
Joint venture on 9^th December, 2024 to execute EPC Projects in Power sector and to do business
in Renewable energy sector, and such other matters as may be agreed from time to time. The
Company holds 50% of the Equity Share Capital of the Joint Venture, resulted as an Associate
of the Company. SRESPL is yet to commence its operations.

5. Share Capital

The Authorised Share Capital of the Company at the beginning of the financial year was
?1,00,00,000/- (Rupees One Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of
? 2/- (Rupees Two) each.

The Paid-up Share Capital of the Company at the beginning of the financial year was
?97,78,730 consisting of 48,89,365 equity shares of ?2/- each.

During the Financial year 2024-25, with the approval of the Shareholders at Annual General
Meeting held on 16^th September, 2024:

i) the Authorized Share Capital of the Company was increased from ? 1,00,00,000/- (Rupees
One Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ?2/- (Rupees Two)
each to ? 10,00,00,000/-(Rupees Ten Crores Only) divided into 500,00,000 (Five Crores)
Equity Shares of ?2/- (Rupees Two) each.

ii) the authorized, issued, subscribed and paid up equity share capital of face value of ? 2/-
each stands sub-divided into equity shares of face value of ? l/- (Rupees One) each with
effect from 15^th November, 2024 (Record date).

Further, during the Financial Year 2024-25, the Company has allotted 2,00,000 equity shares of
?1/- each of the Company on 4^th December, 2024, towards conversion of warrants issued on
preferential basis.

As a result of the above stock split and allotment, the Authorised Share Capital of the Company
at the end of the financial year was ?10,00,00,000/- (Rupees Ten Crores Only) divided into
10,00,00,000 (Ten Crores) Equity Shares of ?1/- (Rupees One) each and the Paid-up Share
Capital of the Company at the end of the financial year increased to ? 99,78,730 (Rupees Ninety
Nine Lakh Seventy Eight Thousand Seven Hundred Thirty) consisting of 9978730 (Ninety Nine
Lakh Seventy Eight Thousand Seven Hundred Thirty) equity shares of ?1/- each.

6. Warrants

The Company during the Financial Year 2023-24 allotted 1,00,000 (One Lakhs) warrants on
preferential basis to the Promoter at a price of ?506.50/- each (Warrant Issue Price) pursuant
to the receipt of all approvals and receipt of 25% of the issue price from the allottees on
preferential basis and subsequent to stock split w.e.f 15^th November, 2024 all warrant allottees
were eligible to get 2 shares allotted against conversion of each warrant they have subscribed.
The option to convert needs to be exercised within 18 months from the date of allotment of
warrants.

Upon receipt of an amount aggregating to ?3,79,87,500/- (Rupees Three Crore Seventy Nine
Lakh Eighty Seven Thousand Five Hundred only) at the rate of ?379.875 (Rupees Three
Hundred Seventy Nine and Eight Seventy Five Paisa Only) per warrant (being 75% of the issue
price per warrant) from the allottees pursuant to the exercise of their rights of conversion into
equity shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018, the Board of
Directors of the Company through resolution by circulation on 4^th December, 2024 have
considered and approved the allotment of 200,000 Equity shares of the face value of ?1/-each
as fully paid-up shares at a price of ?253.25/- per equity share (including premium of ?252.25/-
equity share), consequent upon the conversion of 100,000 Warrants issued earlier for

?506.50/-, after adjusting the number of shares, paid-up capital per share and premium per
share post sub-division of nominal value of the Equity Share of the Company from 1 Equity
Share of ?2/- each to 2 Equity Shares of ?1/- each.

The total funds raised and utilized during the financial year 2024-25 was ?3,79,87,500/-
(Rupees Three Crore Seventy Nine Lakh Eighty Seven Thousand Five Hundred only). The funds
had been utilised for the objects as stated in the Explanatory Statement to the Notice of the
Extra Ordinary General Meeting dated 9^th November, 2023 and there is no deviation or variation
in the use of proceeds from the preferential issue of equity shares upon conversion of warrants.

7. Rights Issue of Equity shares

During the year under review, the Board of Directors of the Company at its meeting held on 28^th
January, 2025, approved the issue of equity shares on a rights basis to the existing eligible
equity shareholders for an amount not exceeding ?50,00,00,000/- (Rupees Fifty Crores Only).
The proceeds of the said issue are proposed to be utilized towards interalia,

1. Funding the working capital requirement of the Company

2. General Corporate Purposes

Post FY 2024-25, the draft letter of offer dated April 28, 2025 duly approved by the Rights
Issues Committee was filed by the company with Bombay Stock Exchange (BSE).

The company received letter from Bombay Stock Exchange (BSE) granting in-principle approval
for undertaking the Issue dated 5^th August, 2025. Further, the Rights Issue Committee of the
Board of Directors fixed the Record date i.e. 20^th August, 2025 for the purpose of determining
the shareholders eligible to apply for the equity shares in the Rights Issue of the Company. The
Company has filed Letter of Offer (LoF) dated 13^th August, 2025 with Bombay Stock Exchange
(BSE) and Securities and Exchange Board of India (SEBI) duly approved by the Rights Issue
Committee at their meeting held on 13^th August, 2025.

8. Material Subsidiary

MHE Rentals India Private Limited is a Material Subsidiary of the Company as per the threshold
laid down by the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, as
amended. The Board of Directors of the Company has approved a policy for determining
material subsidiaries which is in line with the SEBI (Listing Obligations Disclosure
Requirements) Regulations, 2015, as amended from time to time. The policy has been uploaded
on the company's website at www.josts.com at web link https://iosts.com/uploads/inves-
tor/policies/Policy-on-Material-Subsidiary-06-11-2019.pdf.

9. Particulars of Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 is annexed as Annexure "A" to the Board's Report.

10. Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically
and the processes, technology controls are being enhanced in-line with the threat scenarios.
Your Company's technology environment is enabled with real time security monitoring with req¬
uisite controls at various layers starting from end user machines to network, application and the
data.

During the year under review, your Company did not face any incidents or breaches or loss of
data breach in cyber security.

11. Directors' Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013:

(i) That in the preparation of the Annual Accounts for the year ended March 31^st, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, had been followed with proper explanation and there are no material departures from
the same;

(ii) The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31^st, 2025 and of the profit of
the Company for the year ended on that date;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for safe¬
guarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis;

(v) That the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively

12. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not given, as no employee, employed throughout the
financial year 2024-25, was in receipt of the remuneration of ?102 lakhs or more and no em¬
ployee, employed for the part of the financial year 2024-25 was in receipt of remuneration of
?8.50 lakhs or more per month.

13. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has
placed a copy of the Annual Return as at March 31, 2025 on its website at www.josts.com at
web link:https://iosts.com/uploads/investor/annual-returns/Final%20to%20upload MGT-7.pdf

14. Deposits

During the year under review, the Company has not accepted/renewed any deposits, within the
meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.

15. Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments are given in the notes to the financial statements
at appropriate places.

16. Code of Conduct (Code) for Board Members and Senior Management

16. The Company has adopted, the Code for enhancing further ethical and transparent process
in managing the assets and affairs of the Company. This Code has been posted on the website
of the Company fwww.iosts.com) at web link: https://iosts.com/uploads/investor/poli-
cies/code-of-conduct-29-05-2025.pdf

17. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013, and Rule 7 of the
Companies (Meetings of Board and its powers) Rules, 2014, the Company has established Vigil
Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to
bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee,
Company Secretary and HR Head, the instances of unethical behavior, actual or suspected inci¬
dence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code)
that could adversely impact the Company's operations, business performance or reputation.
The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company
(www._iosts.com) at the weblink https://josts.com/uploads/investor/policies/Whistle-Blow-
er-Policy-14-08-2023.pdf

18. Risk Management Policy

The Company has developed and implemented, a Risk Management Policy in compliance with
the provisions of Section 134 (3) (n) of the Companies Act, 2013.

Risk Management is an organization-wide approach towards identification, assessment,
communication and management of risk in a cost-effective manner - a holistic approach to
managing risk. Generally, this involves reviewing operations of the organization, identifying
potential threats to the organization and the likelihood of their occurrence and then making
appropriate actions to address the most likely threats.

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of
Functional / Departmental / Product line heads and headed by Chairman of the Company.

The RMCG shall be collectively responsible for developing the Company's Risk Management
principles and Risk Management expectations, in addition to those specific responsibilities as
outlined in the Policy. The RMCG will provide updates to the Audit Committee and Board of
Directors of the Company on key risks faced by the Company, if any, and the relevant mitigant
actions.

The major risks such as Operational Risk, Financial Risk, External Environment and Strategic
Risk have been identified and the Risk Management process has been formulated.

The Risk Management Policy has been posted on the website of the Company (www.josts.com)
at the web-link: https://josts.com/uploads/investor/policies/risk-management-policy-29-05-
2025.pdf.

19. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and
Remuneration Committee has framed Nomination and Remuneration Policy ("the Policy"). The
Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management
Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key
Managerial Personnel and Senior Management Personnel and also lays down a framework in
relation to remuneration of the aforesaid persons.

The Nomination and Remuneration Policy has been posted on the website of the Company
(www.josts.com) at web link: https://josts.com/uploads/investor/policies/nomina-

tion-and-remuneration-policy-29-05-2025.pdf

20. Prevention of Sexual Harassment

The Company has constituted an "Internal Complaints Committee" in compliance with the
Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaints of Sexual Harassment were reported to the Board.

The Policy on prevention of sexual harassment of women at workplace has been posted on the
website of the Company (www.josts.com) at web-link:https://iosts.com/uploads/investor/poli-
cies/Prevention%20of%20Sexual%20Harassment%20of%20Women%20at%20Workplace 09.11.2023.pdf

21. Independent Directors' Meeting

During the year under review, a separate meeting of the Independent Directors of the Company
was held on January 28^th, 2025 and attended by all the Independent Directors of the Company
without the presence of Non-Independent Directors and members of the management and
reviewed the performance of Non-Independent Directors and the Board as a whole and the
Chairperson of the Company, taking into account the views of Executive Directors and Non¬
Executive Directors. The Independent Directors also reviewed the quality, quantity and
timeliness of the flow of information between the Management of the Company and the Board
including its Committees which is necessary to effectively and reasonably perform and
discharge their duties.

22. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations evaluation
has been carried out by the Board, Nomination and Remuneration Committee (NRC) and by the
Independent Directors.

The Board has carried out an annual performance evaluation of its own, individual Directors
including Independent Directors (excluding the director being evaluated) and its Committees.

Board evaluation was carried out on the basis of a questionnaire, prepared after considering
various inputs received from the Directors, covering various aspects revealing the efficiency of
the Board's functioning such as Development of suitable strategies and business plans, size,
structure and expertise of the Board and their efforts to learn about the Company and its
business, obligations and governance.

Performance evaluation of every Director was carried out by Board and Nomination and
Remuneration Committee on parameters such as appropriateness of qualification, knowledge,
skills and experience, time devoted to Board deliberations and participation in Board
functioning, extent of diversity in the knowledge and related industry expertise, attendance and
participations in the meetings and workings thereof and initiative to maintain high level of
integrity & ethics.

In their separate meeting, the Independent Directors had carried out performance evaluation of
Non-Independent Directors, the Board as a whole and the Chairman, taking into account the
views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management
and the Board which is necessary for the Board to effectively and reasonably perform their
duties were also evaluated in the said meeting.

The performances of Committees were evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, Committees has an appropriate number
of meetings each year to accomplish all its responsibilities, Committees maintain the
confidentiality of their discussions and decisions, Committee conducts a self-evaluation at least
annually, Committees make periodically reporting to the Board along with its suggestions and
reco m me n d atio n s.

Independent Director's performance evaluation was carried out on parameters such as Director
upholds ethical standards of integrity, the ability of the director to exercise objective and
independent judgment in the best interest of Company, the level of confidentiality maintained.
The Directors expressed their satisfaction with the evaluation process.

The Board found the evaluation satisfactory, and no observations were raised during the said
evaluation in current year as well as in previous year.

23. Related Party Transactions

All contracts/ arrangements/ transactions entered by the Company during FY 2024-25 with
related parties were on an arm's length basis and in the ordinary course of business. There were
no Material Related Party Transactions (MRPTs) undertaken by the Company during the year
that require Shareholders' approval under Regulation 23(4) of the SEBI Listing Regulations or
Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. Certain
transactions which were repetitive in nature were approved through omnibus route. All the
transactions were in compliance with the applicable provisions of the Act and SEBI Listing
Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by
the Company during the reporting period are disclosed in the accompanying Financial
Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure "B" to
the Board's Report

Your directors draw attention of the shareholders to the financial statements which set out
related party disclosures.

Related Party Transactions Policy as approved by the Board has been uploaded on the
Company's website www.jost.com at the web link: https://iosts.com/uploads/investor/poli-
cies/policy-on-related-party-transaction-29-05-2025.pdf

24. Number of Meetings of the Board

The particulars of the meetings held during the year along with the details regarding the
meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees is in the report on Corporate Governance.

25. Committees Meeting of the Board

During the period under review, 2(Two) Meetings of Nomination and Remuneration Committee,
4(Four) Meetings of Stakeholders Relationship Committee, 4(Four) Meetings of Audit
Committee, 2(Two) Meetings of Corporate Social Responsibility Committee, 6(Six) Meetings of
Share Transfer Committee, the details of which are given in the Corporate Governance Report
forming part of this Annual Report.

26. Audit Committee

As on 31^st March, 2025, the Audit Committee of the Company consists of Mr. Sanjiv Swarup, as
Chairman of the Committee and Mr. Jai Prakash Agarwal, Mrs. Rekha Shreeratan Bagry as mem¬
bers of the Committee. Mrs. Babita Kumari, Company Secretary, acts as secretary to the Audit
Committee.

Mr. Pramod Kumar Maheshwari, Independent Director was inducted as member of Audit Com¬
mittee with effect from 30^th May, 2025.

All the recommendations made by the Audit Committee were accepted by the Board during the
year.

27. Auditors

(i) Statutory Auditors

M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W) was appointed as Statutory
Auditors of the Company at the 115^th Annual General Meeting of the Company held on 26^th
September, 2022 for a term of five years till the conclusion of 120^th AGM to be held in the
year 2027.

The observations of the Auditors, if any, are explained wherever necessary, in the
appropriate notes to the accounts. The Statutory Auditor's report does not contain any
qualifications, reservations, adverse remarks or disclaimers, which would be required to
be dealt with in the Boards' Report.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory
Auditors has not reported any incident of fraud during the year under review.

(ii) Secretarial Auditor

Pursuant to the amendment to the Listing Regulations, the Board, at its meeting held on
14^th August, 2025 based on the recommendations of the Audit Committee, has
considered, approved, and recommended to the Members of the Company the
appointment of M/s Anubhuti Akshay & Associates (Firm Registration No. -
P2015RJ043900) a peer reviewed firm of Company Secretaries in Practice as Secretarial
Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive
years from the financial year 2025-26 to the financial year 2029-30, on payment of such
remuneration as may be mutually agreed upon between the Board and the Secretarial
Auditors from time to time.

M/s Anubhuti Akshay & Associates have confirmed they are not disqualified from being
appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility
criteria.

Explanation to the observation made by the Secretarial Auditor in its report

With regard to the observation made by the Secretarial Auditor in its Report, we wish to
state as under:

As regards failure to disclose the pendency of the litigation as per Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 read with Circular
No. SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, the
Company on knowing of the facts the company has reported the disclosure in the
Integrated Corporate Governance for the quarter ended 31st March, 2025, so as to
comply with the reporting of the same to the Stock Exchange. The Company had
reviewed and strengthened internal processes to ensure timely disclosure of material
information in future. The Company shall ensure that such delays are avoided in future.

During the year under review, the Secretarial Auditors have not reported any instances
of fraud under Section 143(12) of the Act and therefore disclosure of details under
Section 134(3)(ca) of the Act is not applicable.

Also, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read
with SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly
signed by M/s Akshay Gupta & Co., Company Secretaries, has also been submitted to the
Stock Exchanges within 60 days of the end of the financial year.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex
the secretarial audit report of its material unlisted subsidiary in India to its Annual
Report. MHE Rentals India Private Limited ('MHE') has been identified as Material Unlisted
Subsidiary of the Company in India for the Financial Year ended 31^st March 2025 and
accordingly the Company is annexing the Secretarial Audit Report of MHE as Annexure
C.

(iii) Internal Auditors

Your Directors, during the year under review, has appointed M/s S.G.C.0 & Co. LLP, to act
as the Internal Auditors of the Company for the financial year 2024-25 pursuant to
section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules,
2014.

Further, the Board has re-appointed M/s S.G.C.0 & Co., LLP as the Internal Auditors of
the Company for the FY 2025-26.

(iv) Cost Records & Cost Audit

In terms of the provisions of Section 148(1) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Central Government has mandated
certain class of Companies to maintain cost records. Being a manufacturing Company,
the Company falls under the prescribed class of Companies and maintains Cost Accounts
and Records which are also subject to Audit conducted by a Cost Auditor.

As per Section 148 of the Act, the Company is required to have the audit of its cost
records conducted by a Cost Accountant. The Board, based on the recommendation of
the Audit Committee, has appointed M/s. R. R. Ahirwar & Associates, Cost and
Management Accountants (Firm Registration No. 103745) as Cost Auditors for the finan¬
cial year 2025-26. M/s. R. R. Ahirwar & Associates, Cost and Management Accountants,
being eligible, have consented to act as the Cost Auditors of the Company for the
financial year 2025-26. The remuneration of ?1,30,000/- (Rupees One Lakh Thirty
Thousand Only) exclusive of taxes and out-of-pocket expenses incurred in connection
with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to
ratification by the Members of the Company at the ensuing AGM.

M/s. R. R. Ahirwar & Associates, Cost and Management Accountants, have confirmed that
they are not disqualified from being appointed as the Cost Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Cost Audit Report issued for the financial year 2024-25, does not contain any
qualification, reservation, or adverse remark. During the year under review, the Cost
Auditors have not reported any instances of fraud under Section 143(12) of the Act and
therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

28. Corporate Social Responsibility (CSR)

The Company has in place a Corporate Social Responsibility Policy ("CSR policy") in accordance
with the provisions of Section 135 of the Companies Act, 2013 read with The Companies
(Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social
Responsibility Committee ("CSR Committee") and on approval of the Board of Directors of the
Company.

The CSR Committee undertakes CSR activities in accordance with its Corporate Social
Responsibility Policy (CSR Policy) uploaded on the Company's website at www.josts.com at the
web link: https://iosts.com/uploads/investor/policies/CSR-Policy-14-11-2022.pdf

The 2% of the average net profit, as calculated pursuant to the provisions Companies Act, 2013,
to be spent for CSR expenditure in the Financial Year 2024-25 was Rs 19.77 Lakhs, whereas
total amount spent by the Company on CSR activities was Rs. 20.05 Lakhs. The detailed report
on CSR activities is enclosed as Annexure "D" to the Boards' report

29. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013, and Rule
5(1) of Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014

Disclosure with respect to the remuneration of Directors, Key Managerial Personnel and
Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure "E" to the Boards' Report.

30. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure "F" and
forms an integral part of this Boards' Report.

31. Corporate Governance

The Corporate Governance Report for the year ended March 31^st, 2025 along with Certificate of
Compliance of conditions of the Corporate Governance received from the M/s Akshay Gupta &
Co., practicing Company Secretary, as per the requirements of SEBI (Listing Obligations and
Disclosure Requirements) is annexed as Annexure "G" and forms an integral part of this
Boards' Report.

32. Internal Control System

The Company has an effective Internal Control System in place considering the size, scale and
complexity of operations.

The internal control is supplemented by the detailed internal audit program, reviewed by
management and by the Audit Committee and documented Policies, SOPs, Guidelines and
Procedures.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control

system in the company, its compliance with operating systems, accounting procedures and
policies at all locations of the company.

33. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts that would
impact the going concern status of the Company and its future operations. However, members'
attention is drawn to the statement on 'Contingent Liabilities' in the notes forming part of the
Financial Statements.

34. Declaration of Independence

All Independent Directors of the Company have given requisite declarations under Section
149(7) of the Act, that they meet the criteria of independence as laid down under Section
149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing
Regulations and have complied with the Code of Conduct of the Company as applicable to the
Board of Directors and Senior Management. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed that they are not aware of any circum¬
stance or situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and without any
external influence. The Company has received confirmation from all the Independent Directors
of their registration on the Independent Directors Database maintained by the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

35. Directors and Key Managerial Personnel

The list of Directors and Key Managerial Personnel at the end of the reporting period is as
under:

Mrs. Shikha Jain (DIN: 06778623), Non Executive Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.

Mr. Rohit Jain, Chief Financial Officer ('CFO') of the Company resigned with effect from 31^st May,
2025. The Board places on record its appreciation for the contribution made by him during his
tenure as CFO of the Company. Mr. Pranesh Bhandari was appointed as Chief Financial Officer
('CFO') of the Company with effect from 1^st June, 2025 in his place.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the
Secretarial Standards on General Meeting ('SS-2') are given in the Notice of this AGM, forming
part of the Annual Report.

36. Investor Education & Protection Fund ('IEPF')

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend,
if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account
of the Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven
consecutive years or more from the date of transfer to unpaid dividend account shall also be
transferred to the demat account of IEPF Authority. The said requirement does not apply to
shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority,
restraining any transfer of the shares.

In the interest of the shareholders, the Company sends reminders to the shareholders to claim
their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this
regard are also published in the newspapers and the details of unclaimed dividends and share¬
holders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the
Company's website.

In light of the aforesaid provisions, the Company is required to transfer dividends which
remained unpaid/ unclaimed for a period of seven years to the IEPF established by the Central
Government. The unpaid/ unclaimed dividend for the year ended March 31, 2018 is due for
transfer to IEPF on or after 4^th September, 2025.

During the period under review, the Company transferred 3,825 Equity Shares of ?2/- each, on
which dividend of the year 2017 remained unclaimed for seven consecutive years to Investor
Education and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies Act, 2013
within the scheduled time.

Further, a Dividend amount of ?18,512/- which remained unclaimed against dividend of the
year 2017, was transferred to IEPF pursuant to Section 124 of the Companies Act, 2013 within
the Scheduled time.

37. Statement on compliances of applicable Secretarial Standards

In requirement of para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1, your
Directors state that they have devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards and that such systems are adequate and operating
effectively.

38. Material changes and commitments if any

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the company to which the financial statements relate
and the date of the report.

39. Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian
Accounting Standards while preparing the Financial Statements.

40. Change in the nature of business

During the period under review, the Company has close down its manufacturing facility at Thane
Factory with effect from 31^st January, 2025. Presently, the Company is engaged in business of
sales and services of Material Handling Equipments and Engineered Products.

41. Statement in respect of adequacy of internal financial control with reference to the
financial statements.

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its Business, including adherence to the Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of the reliable financial disclosures.

42. Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application nor any
proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Fur¬
ther, at the end of the financial year, Company does not have any proceedings related to IBC
Code.

43. Reserves

During the financial year ended March 31^st, 2025, no amount was transferred to General
reserves.

44. Compliance with Maternity Benefit Act

The Company is committed to ensure the welfare of its women employees and provides
maternity benefits as per the statutory requirements.

Your directors further state that the Company has complied with the provisions of the Maternity
Benefit Act, 1961 during the year under review.

45. Details of difference between the amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks of Financial
Institutions.

During the year under review, there has been no one-time settlement of Loans taken from Bank
and Financial Institutions. Hence the said clause is not applicable to the Company.

46. Acknowledgements

The Board of Directors wish to place on record their appreciation for the continued support and
co-operation by the bankers, customers, suppliers and other stakeholders. The Directors also
thank the employees at all levels for their hard work, dedication and support.

For and on behalf of the Board

Sd/-

Jai Prakash Agarwal
Chairman and Whole Time Director

DIN:00242232

Date: 14^th August , 2025
Place: Mumbai