Jyoti Ltd Directors Report

1. Revenue from operations for the year ended on 31st March, 2026 was Rs27,653 lakhs as compared to Rs24,492 lakhs during the corresponding previous year.

2. The Cost of material consumed for the year was Rs19,166 lakhs (69.31% of Revenue from Operations) as compared to Rs17,368 lakhs (70.91% of Revenue from operations) during the previous year.

3. The Employee benefits expenses increased to Rs3,655 lakhs in FY 2025-26 as compared to Rs3,023 lakhs during the previous year.

4. Other Expenses increased to Rs2,514 lakhs in FY 2025-26 as compared to Rs2,384 lakhs during the previous year.

5. Overall improvement of operations resulted in increased EBITDA Rs2,318 lakhs for financial year 2025-26 as compared to Rs1,717 lakhs during the previous year 2024-25.

6. The other income for FY 2025-26 was Rs459 lakhs as compared to Rs165 lakhs during the previous year.

7. The Finance cost reduced to Rs48 lakhs in FY 2025-26 as compared to Rs60 lakhs during the previous year.

8. The profit before exceptional items was at Rs2,225 lakhs as compared to Rs1,300 lakhs during the previous year.

9. The deferred tax asset was created by Rs81 lakhs during the year as compared to Rs52 lakhs during the previous year.

10. Other Comprehensive Income was Rs38 lakhs as compared to Rs(1) lakh during the previous year. Consequently, the total Comprehensive Income for the year was Rs1,816 lakhs as compared to Rs1,351 lakhs during the previous year.

Your Company has achieved positive EBITDA and Net profit during F.Y 2025-2026. 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 Companys viability and optimistic about its future.

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

The Company has prepared Consolidated Financial Statements in accordance with Ind AS 28 - Investments in Associates and Ind AS 111 - Joint Arrangements, issued by the Institute of Chartered Accountants of India, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2015. The Audited Consolidated Financial Statements together with the Independent 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 Profit of Rs26 lakhs is included in the Consolidated Financial Statements.

During the year under review, the divisions at H.O. have achieved a sales turnover of Rs147 Crores. The Company continued to adopt a prudent approach in the execution of orders with emphasis on improving profitability, maintaining healthy cash flows and ensuring sustainable business growth.

The Company has strengthened its in-house capabilities for execution of Operation & Maintenance (O&M) contracts and is presently undertaking O&M activities for 10 Vertical Turbine Pumps of 3150 kW each and 10 Vertical Turbine Pumps of 2950 kW each, along with associated motors and electro-mechanical equipment at the SAUNI Yojana Lift Irrigation Scheme in the State of Gujarat. The Company is also carrying out O&M of five 12 MW Metal Volute Pumps at the Tubachi Bableshwar Lift Irrigation Scheme in Karnataka and eight 2,200 kW Vertical Turbine Pumps at the Indi Lift Irrigation Project, Khembavi, Karnataka.

The Company successfully refurbished, manufactured and supplied two 500HS Pumps with a head of 96 metres for the GWRDC Motidau Pumping Station, Gujarat. It is noteworthy that similar pumps supplied earlier in 2006 have been operating satisfactorily for nearly two decades and the department has issued a performance certificate acknowledging their reliable performance.

The Company received several significant orders during the year, including:

- Supply of 18 Nos. Vertical Turbine Pumps of 3,398 m³/hr capacity for the NWR Tharad-Dhanera Project, Gujarat.

- Supply of 10 Nos. large-capacity Vertical Turbine Pumps for the Jawahar Lift Irrigation Scheme from M/s PVR Projects, Telangana.

- Supply of 11 Nos. large-capacity Vertical Turbine Pumps and Motors for the Pench Lift Irrigation Scheme from M/s Vijay Kumar Mishra Construction Pvt. Ltd, Madhya Pradesh.

- Supply of 700T and 500HS Pumps along with 735 kW and 940 kW HT Motors for the Kolar Bhopal Municipal Corporation Project from LC Infra Projects, Ahmedabad.

The Company also executed several prestigious orders during the year, including:

- NWR Northern Link Phase-I involving the supply of 29 Vertical Turbine Pumps and HT Motors ranging from 75 kW to 2,650 kW through M/s L&T Limited, Chennai.

- Supply of 10 Pump and Motor Sets for SAUNI Yojana Phase-III, Link-4, Package-9 with motor ratings ranging from 200 kW to 650 kW through M/s Nand Infra, Bhavnagar.

- Supply of 15 Pumps for NWR Northern Link Phase-II and NWR Southern Link Phase-II Projects in Gujarat through M/s Megha Engineering & Infrastructures Limited, Hyderabad.

During the year, the Company achieved a technological milestone by successfully designing, manufacturing and supplying 4 Nos. 1800VM Vertical Mixed Flow Pumps having a capacity of 36,000 m³/hr, the largest capacity Mixed Flow Pumps manufactured by the Company till date for the Hiramandalam Lift Irrigation Scheme executed by M/s Raghava Construction, Hyderabad.

During the year, the Company achieved another technological milestone by successfully designing, manufacturing and supplying 3 Nos. 1800VP Vertical Axial Flow Pumps having a capacity of 27,000 m3/hr, the largest capacity Axial Flow Pumps manufactured by the Company till date for the Saran Link PH-I executed by M/s JSIW Infrastructure Pvt. Ltd, Ahmedabad.

Other important project executions during the year included:

- Supply of 4 Nos. Intake Pumps with 600 kW Motors for the Sundargarh Water Supply Scheme, Odisha.

- Supply of 6 Nos. 1000VM Vertical Mixed Flow Pumps with 1,900 kW HT Motors for the Pritand Mega Lift Irrigation Project, Jharkhand.

- Supply of 6 Nos. Pump and Motor Sets for the Palamu Pipeline Irrigation Project, Jharkhand through JWIL Infra Projects, Mumbai.

- Supply of 6 Nos. large-capacity Pumps with motor ratings of 2800 kW for the Pipalkhunt Project, Rajasthan through M/s GVPR, Hyderabad.

- Supply of 72 Nos. Pump and Motor Sets for the AMRUT 2.0 Ayodhya Project through JWIL Infra Projects, Mumbai.

The Company also executed prestigious orders from M/s Karan Development Services, Bhopal for the NVDA Handia Barrage and Khalwa Lift Irrigation Scheme-II, comprising 14 Nos. Vertical Turbine Pumps and HT Motors ranging from 160 kW to 2300 kW.

The Company continues to maintain a leadership position in the Lift Irrigation segment while further strengthening its presence in the Water Supply sector through participation in major infrastructure projects across the country. The confidence reposed by its long-standing customers is reflected in the repeat orders received during the year.

During the year under review, the Company booked fresh orders aggregating Rs100.70 Crores and maintained a healthy order book of Rs272.36 Crores as on 31st March, 2026. With a strong order pipeline across the Irrigation, Water Supply, Industrial and Hydel sectors, the Company remains confident of securing substantial new business and sustaining its growth momentum in the coming financial years.

During the year under review, the Switchgear Division achieved sales of Rs125.15 Crores as compared to sales of Rs88.50 Crores in the financial year 2024-25. The sales of the Switchgear Division increased by 41% during the financial year 2025-26. The sales achieved during the year were the highest in terms of value in recent years.

The VCB production in terms of quantity was around 1,620 Nos. and HT Switchgear Panels manufactured were 1,610 Nos. This increase of around 40% in manufacturing/production capacity contributed to the growth in revenue as mentioned above.

In addition to the above, during the second half of the financial year 2025-26, the Division secured various orders for 11 kV VCB Panels from GETCO worth Rs38.70 Crores and Rs34.20 Crores aggregating to approximately Rs72.90 Crores for 1,105 Panels out of which 40% qty. was executed in the financial year 2025-26 and balance 60% qty. will be executed in the first half of the financial year 2026-27.

During the year under review, the Division also executed major orders received from IOCL, Digboi worth Rs6.40 Crores.

During the year under review, the Division executed orders worth Rs2 Crores received from various Solar EPC contractors for GETCO Substation Panels comprising approximately 300 Nos.

During the year under review, the Division also executed orders worth more than Rs15.20 Crores towards spares, services and retrofit works for life enhancement of the installed base of Jyoti Medium Voltage Switchgear Products to the utmost satisfaction of customers.

During the year under review, the R&D team undertook certification activities for 40 kA system fault level panels, including IAC Test for 40 kA for 1 second and Seismic Test which will enable the Division to secure more orders requiring 40 kA system fault level panels.

During the year, the Division participated in various seminars and conducted customer training programmes which received a positive response and further strengthened the market acceptance of Jyoti Medium Voltage Switchgear Products.

The Division is having pending orders worth Rs67.50 Crores as on 31st March, 2026 which are planned for execution during the financial year 2026-27 and the Division remains hopeful of achieving better performance in the years to come.

During the period under review, the ECS Division achieved sales of Rs4.50 Crores registering a growth of 36% as compared to the previous year. The Division continued to receive purchase orders from leading organisations such as BHEL, NEEPCO, NPCIL, Adani Power, JSW Power, Schneider Electric, Siemens, ABB, L&T, Pyrotech Electronics, Honeywell, NTPC, Emerson, Tata Steel, SAIL and many others for the supply of Electro-Mechanical Relays used in power sector applications.

The Division also exported relays to Vietnam (Hanoi), Saudi Arabia, the UK (Hampshire), Malaysia (Sarawak), the UAE (Dubai), Oman (Muscat) and Libya (Tripoli). During the year, the Division received bulk quantity orders from Honeywell, BHEL, NEEPCO and NTPC.

The ECS Division is certified under the ISO 9001:2015 Quality Management System by TUV Nord valid up to March, 2027. All categories of relays are type-tested through ERDA in accordance with the relevant IEC and Indian Standards. Owing to the high quality, reliability and customer acceptance of its RE 300 Series and RE 400 Series relays, the Division expects improved sales performance during the financial year 2026-27 as compared to the previous year.

During the year under review, the Companys exports valued at Rs3.20 crores. The Companys major exports are to Sultanate of Oman for Switchgear.

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

In view of the marginal profit earned by the Company during the period under review, your Directors do not recommend any dividend for the financial year 2025-26.

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

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

During the year under review, there was no change in the Share Capital.

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

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

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

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

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149 (7) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

1. Ms. Shubhalakshmi R. Amin retires by rotation and being eligible, seeks re-appointment.

2. Ms. Shubhalakshmi R. Amin was appointed as Executive Director w.e.f. 28th July, 2025 and the said appointment was approved by the Shareholders of the Company in the Annual General Meeting held on 30th September, 2025.Subsequently, she was also appointed as Chief Executive Officer (CEO) of the Company with effect from 12th February, 2026 and is presently designated as Executive Director & CEO of the Company.

3. Mr. Shrivatsa S. Sinha was appointed as an Additional Independent Director of the Company w.e.f. 28th July, 2025 and he was regularised as an Independent Director of the Company for first term of five consecutive years by the Shareholders of the Company in the Annual General Meeting held on 30th September, 2025.

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. Ms. Shubhalakshmi R. Amin, Executive Director & CEO

3. Mr. Suresh Singhal, Sr. Vice President (Legal) &Company Secretary

4. Mr. Ronak Shah, Chief Financial Officer

Ms. Shubhalakshmi R. Amin was appointed as Executive Director w.e.f. 28th July, 2025 and is presently designated as Executive Director & CEO of the Company w.e.f. 12th February, 2026.

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

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

ii. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for Standalone Financial Results and Consolidated Financial Results of the Company for that period;

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

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

v. The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

The Board of Directors met 7 times during the year. The gap between two Board Meetings was not more than 120 days. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

The composition of the Audit Committee is in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations, 2015. The details pertaining to composition of Audit Committee is included in the Corporate Governance Report, which forms part of this Report.

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI Listing Regulations, 2015. The details pertaining to composition of Nomination & Remuneration Committee is included in the Corporate Governance Report, which forms part of this Report.

The composition of the Stakeholders Relationship Committee is in line with the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations, 2015. The details pertaining to composition of Stakeholders Relationship Committee is included in the Corporate Governance Report, which forms part of this Report.

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 Companys Joint venture in Form AOC-1 is attached to the financial statements of the Company.

The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors, Employees and Stakeholders to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and also as per the Regulation 22 read with Regulation 4(d) (iv) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. Policy is available on the website of the Company at the web-link: http://www.ivoti.com/pdf/whistle_ blower_and_vigil_mechanism_policy.pdf

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

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

The Risk Management Policy of the Company may be referred to at the Companys official website at the web- link: http://www.iyoti.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.

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 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.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, 2015, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return of the Company for the financial year ended on March 31,2026, prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and is accessible at the web link: http://ivoti.com/investor/ annual_return.aspx

All related party transactions that were entered into during the financial year were on arms 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 Companys website at the web- link: http://www.ivoti.com/pdf/policv%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.

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 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 financial information.

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

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

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

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. In compliance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the Company has in place a policy on Sexual Harassment at Workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During FY 2025-26, the Company conducted awareness programmes in respect of Sexual harassment at work place. No case was reported relating to Sexual Harassment during the FY 2025-26.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Rahul Amin has drawn remuneration of R 17.00 Lakhs p.m. including perquisites and allowances excluding other perquisites which is in excess of the limits set in the said Rules and there is no other employee drawing remuneration in excess of limits set out in the said Rules for the whole or part of the year. The other details as required under Section 197(12) of the Act, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure D forming part of this Report.

The Company is committed to providing a supportive work environment and complies with the provisions of the Maternity Benefit Act, 1961 as amended from time to time.

During the year under review, the Company provided maternity benefits, including maternity leave and maternity bonus, to eligible employees in accordance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

The Company remains committed to ensuring compliance with all statutory requirements relating to employee welfare and promoting a workplace that supports the health, well-being and dignity of its employees.

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

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

Pursuant to the 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.

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1) read with Regulation 24A(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December, 2024, M/s. Ravi Kapoor & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company at the 81st Annual General Meeting held on 30th September, 2025 to hold office for a term of (five) consecutive Financial years commencing from F.Y 2025-26 and ending with F.Y 2029-30.

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

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 2025-26.

Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

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

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 2026-27:

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

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

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

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

The Company has allotted 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 fled listing application to BSE Limited, but the Listing application fled 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 fled 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 fled 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 through postal ballot ratifying the allotment made on 2nd May, 2018 and the Company has fled the fresh application for listing of Shares with Bombay Stock Exchange (BSE) which is still in process/ pending with BSE.

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.

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

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

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

The Board of Directors take this opportunity to thank the 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.

ANNEXURE ‘A¹ TO THE BOARDS REPORT

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

- Installed energy meters on major equipment and production lines for continuous monitoring and identification of high-energy-consuming areas.

- Replaced the old assembled RO plant with a new high-efficiency RO plant featuring improved pump efficiency and automated controls, leading to reduced power consumption, better water recovery, and lower maintenance costs.

- Regularly clean heat exchangers and condenser coils to improve thermal efficiency.

- Conduct annual Electrical Safety Audits through an external accredited agency to identify electrical hazards, ensure statutory compliance and improve the safety and reliability of electrical installations.

- Operate two 0.8 MW wind turbines at Sadodar and Tebhda, Jamnagar, generating renewable electricity, lowering carbon emissions and supporting environmental sustainability.

- Install soft starters or VFDs on large motors and pumps to reduce starting current and save energy.

- Perform regular maintenance of APFC panels to maintain optimum power factor and improve energy efficiency.

1. Specific core areas in which R&D was carried out by the company

- Pumps and Hydraulic turbines

- Rotating Electrical Machines (Motors and Generators)

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

We have 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, manufactured and successfully dispatched in FY 2025-26 for which the model pump was also developed for studies. Also, high specific speed axial propeller pumps are designed, manufactured and successfully dispatched during this financial 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 specific 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 such example. It is the first time development and with this we can also aim for the vertical Francis turbines of higher capacity. 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. The development of software for Tendering purposes and the documentation has been initiated and has been currently in later phase of completion.

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

a) During the year 2025-2026 12kV, 25kA, 1250 switchgear was further upgraded for higher internal arc capabilities to 25kA for 1 sec as per IEC 62271- 200 for all three compartments. Also 12kV, 40kA, 1250 Amp was upgraded for internal arc capabilities to 40kA for 1 sec as per IEC 62271- 200. Due to this in year 2025-26, the company received orders worth Rs1300 lacs from MEIL and IOCL. The company also received orders from various other orders for projects.

b) 12kV, 21kA, 630 Amp RMU is under recertification tests and is planned to complete new certification in the year 2026-2027.

c) 33kV, 31.5kA, 2000 Amp switchgear is under recertification tests and is planned to complete new certification in the year 2026-2027.

d) 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.

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. Benefits derived as a result of above efforts. a. Medium Voltage Switchgear

For the Domestic market in the year 2025-2026 as a result of previous years up gradation and certification of 12kv, 25kA switchgear, the company received orders worth Rs7200 lakhs from GETCO. This will continue in coming years also.

Apart from GETCO orders from various prestigious customers like IOCL Pipe Line and Refinery Plants, various Municipal Corporations orders were received.

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 firm has been fully absorbed. Over 600 SF6 Ring Main Units have been supplied till now. Out of these about 573 have been successfully installed and commissioned.

iii. FEA analysis carried out for design improvement of pump and motor for Navy project and implemented.

iv. CFD analysis of Sumps/pump intake designs were conducted for Customer designs.

v. Updated the latest version of ANSYS for simulation for Maxwell, FEA & CFD.