Jyoti Ltd Directors Report

To,

The Members of Jyoti Limited

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

FINANCIAL RESULTS ( in Lakhs)

	2024-25		2023-24
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	24,491.82	24,491.82	17,535.23	17,535.23
Operating EBITDA	1,716.98	1,716.98	1,182.71	1,182.71
Add: Other Income	164.85	164.85	182.72	182.72
Pro t/(Loss) before Finance Cost &	1,881.83	1,881.83	1,365.43	1,365.43
Depreciation
Less: Finance Cost	59.54	59.54	25.22	25.22
Less: Depreciation and Amortization	522.25	522.25	630.35	630.35
Less: Exceptional Item	-	-	(37.35)	(37.35)
Share of Pro t/(Loss) of a joint venture	-	270.82	-	12.89
Pro t/(Loss) before Taxation	1,300.04	1,570.86	747.21	760.10
Less: Tax Expense	(51.88)	(51.88)	(83.55)	(83.55)
Balance of Pro t/(Loss) for the Year	1,351.92	1,622.74	830.76	843.65
Other Comprehensive Income/ (Expense)	(0.57)	(0.57)	8.18	8.18
Total Comprehensive Income for the period	1,351.35	1,622.17	838.94	851.83

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 bene ts 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 nancial 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 pro t 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 pro t during F.Y. 2024-2025. Your Company is currently focusing on cash ow, controlling of overheads and ensuring raw material in ow 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, retro t & 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 Companys 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 Auditors 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 Companys share of Pro t 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 nancial year.

The Company has manufactured 557 pumps during the year under review as compared to 426 pumps in the previous nancial 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 nancial 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 nancial year the Company already has a pending order book of 112 H.T. motors for execution in the next nancial year.

The Company closed the nancial 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 nancial 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 nancial year 2023-24. The sales of the Switchgear Division have increased by 38% in current nancial 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 nancial 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 rst half of the nancial 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 retro t 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-certi cation 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 nancial 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 certi ed 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 nancial year 2025-26, the sales turnover will increase as compared to last year.

EXPORTS

During the year under review, the Companys exports valued at 2.39 crores. The Companys 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 pro t made by the Company during the period under review, your Directors do not

recommend any dividend for the nancial year 2024-25.

TRANSFER TO RESERVES

During the year under review, the Company has made marginal pro t 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

AND OUTGO

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 Certi cate 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 con rmed that they are not disquali ed 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 Of cer

3. Mr. Ronak Shah, Chief Financial Of cer

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 con rm 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 nancial year and of the pro t for Standalone Financial Results and Consolidated Financial Results of the Company for that period; iii. The Directors had taken proper and suf cient 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 nancial statements of the Companys Joint venture in Form AOC-1 is attached to the nancial 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.jyoti.com/pdf/whistle_blow er_and_vigil_mechanism_policy.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 Companys policy on appointment and remuneration of Directors and Key Managerial Personnel.

The said Policy may be referred to at the Companys of cial website at the web-link: http://www.jyoti.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 Companys of cial 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 Companys 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 Boards 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 con dential 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.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return of the Company for the nancial 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.jyoti.com/investor/annual_return.aspx.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the nancial year were on arms length basis and were in the ordinary course of business. There are no materially signi cant related party transactions entered by the Company with the Promoters, Directors and Key Managerial Personnel, etc., which may have potential con ict with interest of the Company at large.

The Policy on Related Party Transactions of the Company is uploaded on the Companys 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.

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 nancial 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 nancial control system and framework in place to ensure: 1. The orderly and ef cient conduct of its business including adherence to Companys 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 nancial information.

Signi cant 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 veri es 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 identi ed 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 signi cant events during the year that have materially affected, or are reasonably likely to materially affect, our internal nancial 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 Of cers. 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 speci es, among other matters, that Directors and Designated Persons of the Company, as de ned in the Code, can trade in the shares of the Company only when the Trading Window is open. The code can be accessed on Companys 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 of ce 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 ( ve) consecutive years from F.Y. 2025-26 to F.Y. 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 nancial year under review does not contain any quali cation or adverse remarks.

M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, has submitted Secretarial Compliance Report and has also con rmed 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 quali cations 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 rati cation 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 nancial 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 nancial position of the Company, which have occurred between the end of the Financial Year of the Company to which the nancial 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 led listing application to BSE Limited, but the Listing application led 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 led an appeal in Securities Appellate Tribunal (SAT). The Companys appeal against the order of Stock Exchange has also been rejected by Securities Appellate Tribunal (SAT). Against the order of SAT, the Company had led 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 led 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 Pro t 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 noti ed 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 Companys 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

ANNEXURE A TO THE BOARDS REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND

OUTGO

[Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY:

O Installation of automatic power factor correction panels to reduce reactive power losses. O Used energy ef cient motors & Variable Frequency Drives (VFDs) on pumps, compressors etc. O Compressed Air System Optimisation by:

Regularly check for leakages.

Maintaining optimal air pressure to avoid over pressurising.

Shutdown of air compressor during ideal hours.

O Replaced conventional lighting with LED lighting.

O Installed automatic level sensors in all water storage tanks of the RO plant to eliminate water over ow and minimise resource wastage.

B. TECHNOLOGY ABSORPTION:

(a) Research & Development (R&D)

1. Speci c core areas in which R&D was carried out by the company: - Pumps and Hydraulic turbines - Rotating Electrical Machines (Motors and Generators) - Pump as Turbines (PAT)

2. Bene ts derived as a result of above R&D:

A new domain is added for our research which is Pump as Turbines (PAT). For PAT development, we have utilized the combination of latest analytical tools and the existing R&D lab facilities for testing. The testing results found satisfactory and R&D focusing on continuous improvement of products. With the success of the current PAT testing, R&D now focusing on the enquiries speci c to PAT to launch our products in the market.

The Company has developed design for large pumps projects in few of the orders which are manufactured and tested. A largest vertical turbine pump with rating of 4.7 MW is designed and for which the model pump was also developed for studies. Also, high speci c speed axial propeller pumps are designed during the year. The research work in new product developments in pumps helped us to provide the best competent products in terms of the product performance. A speci c care on cost optimization is already been taken for all new developments.

3. Future Plan of Action:

The future R&D activities are focused on deriving new products by expanding the product range. The development of Vertical Francis Turbine Pump is one of such example. It is the rst time development and with this we can also aim for the vertical Francis turbines of higher capacity. Apart from this, the focus on PAT designs to reach the market requirement is also our focus of the year. This is apart from our regular focused R&D in new product development as per the market requirements.

To achieve this, the combination of the latest numerical tools with advanced features and the in-house

R&D testing lab facilities will be used with an aim to derive the methodology for the product development with focus on reducing the design development time. For this, the effective usage of the existing resources, latest state-of-the-art software like Pro/e, CFX, ANSYS-Mechanical, CFTURBO, RMXprt, Maxwell and if possible acquiring technologies from known external sources is planned. This plan is in line with our current business potential and competitors product range and market niche.

4. Expenditure on R&D:	( in lakhs)
a) Capital	-
b) Recurring	320.33
c) Total	320.33
d) Total R&D expenditure as Percentage of total	1.30%

(b) Technology Absorption, Adaptation & Innovation

1. Efforts in brief, made towards technology absorption, adaptation and innovation.

a) During the year 2024-2025 for both 12kV, 40kA, 1250 Amp and 12kV, 40kA, 3150 Amp Switchgear, balanced and additional type test that are over and above mandatory type tests as per IEC 62271-100, IEC 62271-200 were completed. E.g. Seismic test as required by client for speci c earthquake prone zones. Due to this in year 2023-24 we received orders worth 4600 lakhs followed by orders worth 2100 Lakhs in 2024-25.

b) 12kV, 25kA, 1250 switchgear is further upgraded for higher internal arc capabilities to 25kA for 1 sec as per IEC 62271- 200. The Company got encouraging response from many clients. We have nalized one order worth 390 lakhs.

c) In the rotating machines group, major work was mainly directed towards indigenous development of larger rating motors upto 3.8 MW and large irrigation. New product development and cost reduction in the existing designs, processes and process-time reduction in the existing products are also undertaken.

d) Successfully ushering in a new era of uid dynamics, our team has fully designed, developed, and rigorously tested a groundbreaking vertical propeller pump (1800VP), optimized for high ef ciency, low-NPSH operation, which achieved through advanced CFD-driven impeller geometry and meticulously engineered diffuser casing, ensuring a ef ciency exceeding 84%. Concurrently, also designed new high ow Vertical turbine PUMP (1800VM).

e) In the turbine group, use of CFD Analysis software package for evaluation of Hydraulic Performance and use of ANSYS-Mechanical software to evaluate structure design of Kaplan and Francis Turbines enabling cost effective turbine geometry/arrangement.

2. Bene ts derived as a result of above efforts.

a. Medium Voltage Switchgear

For the Domestic market in the year 2024-2025 we have upgraded and certi ed our 12kv, 25kA

switchgear for highest level of certi cation (class 2) as per IEC 62271-100 & 200 e.g. for class E2,

C2. Based on this GETCO gave order for 750 lakhs to the Company in year 2023-24 which was executed in 2024-2025. As a result company received further order of 2760 lakhs from GETCO again in the year 2024-2025. This will continue in coming years also.

Apart from GETCO due to our efforts of re-certi cation orders from various prestigious customers like IOCL Pipe Line and Re nery Plants, various Municipal Corporations orders are received and executed..

b. Rotating Electrical machines

- Design of 400 kW, 3.3 kV, 1500 RPM, CUT-400 Motors for JRGS CONTRACTOR.

- Design of 325KW, 6.6 kV, 1500 RPM, CHT-400 Motor, for NTPC BONGAIGAON project.

- Design of 215KW, 6.6 kV, 1500 RPM, CHT-4355 Motor, for NTPC BONGAIGAON project.

- Design of 1100KW, 3.3 kV, 1500 RPM, CHA-500 Motor, for SALEM MUNICIPAL CORPORATION. project.

- Design of 750KW, 6.6 kV, 1000 RPM, CHA-630 Motor, for ONGC URAN project.

- Design of 2750 kW, 6.6k V, 750 RPM, CUW-800 Motor for SOUTH LINK Project.

- Design of 2250 kW, 6.6k V, 600 RPM, CUW-800 Motor for SOUTH LINK Project.

- Design of 2050 KW & 1950kw, 6.6k V, 750 RPM, CUW-710 Motor for SOUTH LINK Project.

- Design of Horizontal Hydro-generator 500 kW, 415 V, 750 RPM for DIRANG Project.

- Design of 450 kW, 3.3kV, 1000 RPM, CUA-450 Motor for L&T NORTH LINK Project.

- Design of 2650 & 2400 kW, 6.6kV, 600 RPM, CUA-800 Motor for L&T NORTH LINK Project.

- Design of 700 kW, 6.6kV, 1000 RPM, CUA-450 Motor for TEM MEDIUM IRRIGATION Project.

- Design of 1250 kW, 6.6kV, 1000 RPM, CUA-560 Motor for TEM MEDIUM IRRIGATION Project.

- Design of Horizontal Hydro-generator 750 kW, 415 V, 750 RPM for LEYOND Project.

- Design of 5000KW, 8P, 11KV Hydro-generator for Handia project.

- Design of 1150KW, 6.6KV, 375RPM, CUW-710 SARAN PIPELINE project

- Design of 1850KW, 6.6KV, 600 RPM, CUA-800 SARAN PIPELINE project

- Design of 1100KW, 6.6KV, 1000RPM, CUA-500 SARAN PIPELINE project

- Design of 200 kW & 310kW, 3.3kV, 1500 RPM, CUT-355 Motor for SAUNI YOJANA Project.

- Design of 650 kW, 3.3kV, 1500 RPM, CUA-450 Motor for SAUNI YOJANA project.

- Design of 450 kW, 3.3kV, 1500 RPM, CUD-400 Motor for PODOCEM WATER TREATMENT PLANT Project.

- Design of 330 kW, 3.3kV, 1500 RPM, CUT-355 Motor for PALGHAR Project.

- Design of 2050 kW, 6.6kV, 750 RPM, CUA-710 Motor for BHANNI LIS Project. c. Pumps

- Design and engineering of 550T3 for JRGS Contractor project

- Design and engineering of 1000VM South Link (MPS-1) Project

- Design and engineering of 1000VM South Link (MPS-2-1) Project

- Design and engineering of 1000VM South Link (MPS-2-2) Project

- Design and engineering of 1000VM South Link ( PS-1) Project

- Design & Engineering of 800VM SARAN PIPELINE PROJECT

- Design & Engineering of 1000VM SARAN PIPELINE PROJECT

- Design & Engineering of 1800VP SARAN PIPELINE PROJECT

- Design and engineering of 550T4 for SAUNI YOJANA-PAHSE -III

- Design and engineering of 600T for Gogana, Dhanbad

- Design and engineering of 750VT99X55 TEM MEDIUM IRRIGATION PROJECT

- Design and engineering of 750VT99X69 TEM MEDIUM IRRIGATION PROJECT

- Design and engineering of 1100VM 59*55 (MPS-2) North Link Project Kutch

- Design and engineering of 1100VM 59*55 (MPS-1) North Link Project Kutch

- Design and engineering of 350TE3A4 59*55 (FPS-2) North Link Project Kutch

- Design and engineering of 750VT 98*61 (FPS-1) North Link Project Kutch

d. Turbine

- 5 MW, 4 blade horizontal Kaplan turbine for Handia project is under design.

- Refurbishment of 5 MW generator turbine set of 18 year old Jyoti machine.

- Development for PG test procedure of Kaplans.

3. Technology imported and status of absorption

i. Vacuum Circuit Breakers from Toshiba Corporation, Japan. The technology has been fully absorbed for 12 kV and 36 kV Vacuum Circuit Breakers. ii. RMU technology from UK based design rm has been fully absorbed. Over 450 SF6 Ring Main Units have been supplied till now. Out of these about 400 have been successfully installed and commissioned. iii. FEA analysis carried out for design improvement of pump and motor for Navy project and implemented. iv. Seismic analysis procedure developed for pumps. v. CFD analysis of sumps/pump intake designs were conducted for Customer designs. vi. Updated the latest version of Creo 11.1 for 3d modeling.

C Foreign Exchange Earnings and Outgo	( in lakhs)
a) Exports (including deemed Exports)	239.70
b) Total Foreign Exchange used and earned
i) Total Foreign Exchange used	22.03
ii) Total Foreign Exchange earned	239.70