We are delighted to welcome you to the 50th Annual General Meeting of EPC Line (Engineering, Procurement and Construction Line) contracting company in the power transmission and distribution networks across India and global markets. Jyoti Structures Limited (“JSL”) has broad experience in executing projects across the entire T&D value chain.

50th Glorious Years, Infinite Possibilities Ahead

Jyoti Structures Ltd proudly commemorates its Golden Jubilee, completing 50 years of excellence in engineering and infrastructure. Since its inception, the Company has been at the forefront of delivering innovative and reliable transmission and distribution solutions, supporting India's power sector and global energy networks. This milestone is a reflection of the trust reposed in us by our stakeholders, the dedication of our employees, and the unwavering support of our partners. As we celebrate five decades of growth and resilience, we remain committed to creating sustainable value and lighting the path towards a stronger, energy-efficient future.

The Company has three lines of operations which include transmission lines, substations and rural electrification. Company has experience in executing high voltage Transmission lines up to 800 KV, Substations up to 765 KV and Distribution Lines and has constructed over 31,000 circuit Km and over 1,800 bays of substations and electrified over 37,000 villages. Its major clients are Adani, Vedanta Group, ReNew Power, Apraava, Torrent, PGCIL.

Completing fifty years is a proud and meaningful milestone. We take this moment to express our heartfelt gratitude to all our stakeholders for their continued trust and support. As we reflect on our journey so far, we do so with a sense of pride in our achievements and resilience. At the same time, we look ahead with a clear focus and renewed commitment to building a stronger, more sustainable future together.

The Directors have pleasure in presenting the 50th Annual Report on business and operations of the Company along with Standalone and Consolidated Audited Financial Statements for the year ended March 31,2025.

Overview of the Company

The Board of Directors of the Company presents this report in accordance with the provisions of the Companies Act, 2013, along with the applicable rules and regulations framed thereunder (the “Act”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

This report was reviewed in a meeting held with the Key Managerial Personnel (“KMP”) and was subsequently approved and taken on record by the Board of Directors.

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for the Financial Year ended March 31,2025 is summarized below:

Note:

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 ,as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

Previous period figures have been re-arranged, re-grouped, re-calculated and re-classified, wherever necessary.

The Financial Statements are available on the Company's website at www.jyotistructures.in.

Company also secured multiple orders from other customers for testing of towers at its R&D Centre at Ghoti, leveraging the company's asset to generate revenues and additional profits

JSL has, as on 1^st April 2025 orders in hand, in excess of ' 1,800 Crores, including 800 KV High Voltage Direct Current (HVDC) project, valued at ' 620 Crores excluding GST, secured from Power Grid Corporation of India Limited.

The company started manufacturing operation at its first unit at Nasik in August 2022, having annual manufacturing capacity of 36,000 MT. The unit is presently running at optimal level.

MANAGEMENT DISCUSSION AND ANALYSIS

As required in terms of the SEBI LODR Regulations, the Management Discussion and Analysis is annexed to this Report and provides details on overall industry Structure and Developments during financial year under review.

SECRETARIAL STANDARDS

The Company has taken appropriate measures to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and such measures are considered adequate and effective.

ROAD AHEAD

The EPC industry, especially within the Transmission & Distribution (T&D) segment, continues to be on the cusp of a transformative Super Cycle of growth. With the momentum gained over the past year, FY 2025-26 is poised to witness a further acceleration, fueled by a powerful convergence of domestic reforms, infrastructure investments, and global sustainability imperatives. This positions the sector for sustained scalability, innovation, and long-term capital inflows.

Key Domestic Catalysts Driving Continued Growth:1. Execution of Long-Pending Infrastructure Projects:

Projects that were previously delayed due to policy or financial bottlenecks are now moving into advanced stages of execution, releasing pent-up demand and enabling greater order visibility for EPC players.

2. Surging Power Demand Across Sectors:

With continued industrial expansion, digitalization, and urban growth, power demand is expected to rise steadily—requiring robust grid infrastructure and uninterrupted energy flow.

3. Next-Generation Grid Expansion & Modernization:

Strategic investments are now directed toward smart grids, digital substations, and automation technologies to enhance reliability, scalability, and resilience.

4. Faster Renewable Energy Integration:

India's energy transition is accelerating. With ambitious solar, wind, and hybrid targets, grid upgrades are imperative to ensure stable evacuation of intermittent green power.

5. Strengthened Decarbonization and Net-Zero Commitments:

The alignment of India's GDP growth with its sustainability roadmap is reinforcing structural support for T&D expansion, especially in green corridors and carbon-efficient technologies.

6. Improved Financial Health of SEBs and DISCOMs:

Continued policy thrust on reforming SEBs and DISCOMs is translating into improved liquidity, timely payments, and greater operational discipline—benefiting EPC contractors significantly.

Global Tailwinds Strengthening the EPC Growth Trajectory:

a. Uptick in Global T&D Investment:

• Annual global T&D investment is expected to surpass USD 550 billion, creating unprecedented opportunities for Indian EPC firms with global aspirations.

b. Grid Modernization & Cross-Border Interconnections:

• Nations are upgrading legacy grids to support clean energy, enhance grid flexibility, and enable regional power sharing—boosting international EPC demand.

c. Clean Energy Push Driving EPC Relevance:

• The global shift toward renewables makes T&D infrastructure a backbone of the energy ecosystem, placing EPC companies at the heart of transition strategies.

d. ESG-Aligned Capital and Green Finance:

• Large-scale global funds are actively channeling capital into sustainable infrastructure. EPC players aligned with ESG and green objectives are well-positioned to attract such funding.

e. Electrification & E-Mobility Adoption:

• The continued rise in electric vehicle adoption is pushing the need for robust and reliable grid and charging infrastructure, opening new frontiers for EPC interventions.

STANDALONE FINANCIAL PERFORMANCE REPORT FOR THE FINANCIAL YEAR 2024-2025

The Company has demonstrated strong financial growth in the financial year ended March 31,2025. A comparison of key standalone financial metrics with the previous fiscal year is as follows:

1. Total Income

• FY 2024-25: ?504.50 crore

• FY 2023-24: ?463.02 crore

• Year-on-Year Growth: ?41.48 crore (8.96%)

The increase in total income reflects consistent business momentum, improved operational efficiencies, and expansion across core segments.

2. Net Profit Before Tax (PBT)

• FY 2024-25: ?35.66 crore

• FY 2023-24: ?19.87 crore

• Year-on-Year Growth: ?15.79 crore (79.47%)

The significant growth in profit before tax underscores improved margins, cost optimization efforts, and enhanced revenue generation capabilities. Summary

The Company has delivered robust financial performance during FY 2024-25, marked by nearly 9% growth in total income and an impressive 79% growth in profit before tax. These results reflect strong strategic execution and a solid foundation for future growth.

TRANSFER TO RESERVES

The Company, in FY 2024-25 has transferred ' 36.25 crores being total of other comprehensive income to retained earnings. For details on Reserves, please refer note no.13 of the accompanying Standalone Financial Statement.

DIVIDEND

To ensure prudent financial management and preserve resources for future growth, the Board has resolved not to recommend any dividend on the equity shares for the financial year ended March 31,2025.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI LODR Regulations is available on the Company's website at Web-Link : https://jyotistructures.in/corporate-governance

SHARE CAPITAL AND LISTING OF SHARES

• AUTHORIZED SHARE CAPITAL

During the year under review, in the Extra Ordinary General meeting, the Authorised Share Capital increased to accommodate the issue of further shares under the Rights Issue. Pursuant to the provisions of sections 61 and 64 of the Companies Act,2013 and any other applicable provisions, the Company increased its authorized share capital of the Company from existing 196.30 Crores (Rupees One Hundred Ninety-Six Crores Thirty Lakhs Only) equity share capital divided into 98.15 crores ((Ninety-Eight Crores Fifteen Lakhs) equity shares of the face value of ' 2/- each to ' 256.30 crores (Rupees Two Hundred Fifty Six Crores Thirty Lakhs Only) equity share capital divided into 128.15 crores (One Hundred Twenty Eight Crores Fifteen Lakhs) equity shares of the face value of ' 2/- each ranking pari-passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

The Paid-up Equity Share Capital of the Company as on March 31,2025, was ' 237.69 crores (Rupees Two Thirty Seven Crore and Sixty Nine lakhs Only) consisting of Equity shares 118.84 crores (One Hundred and Eighteen Crores and Eighty Four Lakhs) of a face value of ' 2/- each.

The equity shares of the Company are listed and traded in compulsory dematerialized form on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”).

• PAID UP CAPITALCONVERSION OF WARRANTS INTO EQUITY SHARES:

The Board, vide its resolution dated 12th January 2023, had authorised the raising of funds through various modes such as Rights Issue, Preferential Issue, etc. Pursuant to the said resolution, the Board, at its meeting held on 7th November 2023, had approved the issuance of convertible warrants and equity shares on a preferential basis.

Accordingly, the Company issued 6,07,50,000 convertible warrants of face value ' 2/- each at a premium of ' 11.20/- per warrant, convertible into equity shares within 18 months from the date of allotment.

During the period, following warrants holders converted their convertible warrants and the Company has allotted Equity Shares as follows:

RIGHTS ISSUE:A) ALLOTMENT OF 11,64,20,710 EQUITY SHARES OF THE COMPANY ON RIGHT-BASIS AS ON MAY 6, 2024

On May 6, 2024, the Company allotted 11,64,20,710 fully paid-up equity shares of ?2 each at a price of ?15 per share (including a premium of ?13 per share) on a rights basis, aggregating to ?17,463.11 lakhs. The offer was made in the ratio of 6:37 to eligible shareholders as of the record date, March 21,2024.

The Rights Issue opened on April 15, 2024, and closed on April 29, 2024. The allotment was made as per the SEBI-prescribed Basis of Allotment, finalized by Bigshare Services Pvt. Ltd., the Registrar to the Issue, and approved by the National Stock Exchange of India Limited, the designated stock exchange.

B) ALLOTMENT OF 28,73,08,884 EQUITY SHARES OF THE COMPANY ON RIGHT BASIS AS ON MARCH 18, 2025.

On March 18, 2025, the Company allotted 28,73,08,884 fully paid-up equity shares of ?2 each at a price of ?16 per share (including a premium of ?14 per share) on a rights basis, aggregating to ?459.69 crores. The offer was made in the ratio of 9:26 to eligible shareholders as of the record date, February 10, 2025.

The Rights Issue opened on February 17, 2025, and closed on March 10, 2025. The allotment was carried out in accordance with the SEBI-prescribed Basis of Allotment, finalized by Bigshare Services Pvt. Ltd., the Registrar to the Issue, and approved by the National Stock Exchange of India Limited, the designated stock exchange.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI LODR Regulations, the Consolidated Financial Statements of the Company, including the financial details of its subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As per Section 129 of the Act, if the Company has any subsidiary (ies) and associate company (ies), the Company along with its Standalone Financial Statements is required to provide Audited Consolidated Financial statements to its shareholders in the Annual General Meeting.

Note:

* Mr. Abdul Hameed Khan was appointed as Chief Financial Officer w.e.f. August 12, 2024 ^AMr. Rajesh Kumar Singh was appointed as Chief Executive Officer w.e.f. August 12,2024 STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director who are part of Board confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

One of the Key responsibilities and role casted on the Board is to monitor and evaluate the performance of the Board, Committees and Directors. MEETINGS OF THE BOARD

The Board met Ten times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI listing regulations. The said meetings of the Board of Directors were held on May 29, 2024, July 09, 2024, July 30, 2024, August 09, 2024, September 25, 2024, October 16, 2024, November 06 ,2024, November 22, 2024, December 30, 2024 and February 03, 2025.

COMMITTEES OF THE BOARD

During the financial year ended March 31, 2025, the Company ensured regular convening of Committee meetings in compliance with the applicable regulatory requirements. The details of the meetings held by various Committees are as follows:

• The Nomination and Remuneration Committee met five times during the year, on May 29, 2024; July 09, 2024; August 08, 2024; September 25, 2024; and February 03, 2025.

• The Audit Committee convened six meetings during the year, held on May 29, 2024; July 09, 2024; July 30, 2024; August 08, 2024; November 06, 2024; and February 03, 2025.

• The Stakeholders Relationship Committee held two meetings, both conducted on May 29, 2024.

A meeting of the Independent Directors was held separately on March 20, 2025, without the presence of Non-Independent Directors and members of management, as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Risk Management Committee met twice during the year, on August 09, 2024, and March 02, 2025, to review and monitor key business and operational risks and mitigation plans.

These meetings reflect the Company's continued focus on governance, accountability, and oversight in accordance with applicable laws and best practices

The intervening gap between the Meetings was within the period prescribed under the Act and SEBI LODR.

For attendance and other details please refer the Corporate Governance Report, which forms part of the Annual Report 2024-2025. REMUNERATION POLICY

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Company has formulated a policy on the appointment and remuneration of Directors, which includes the criteria for determining qualifications, positive attributes, independence of Directors, and other related matters. The details of this policy are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

The details of remuneration paid to the Key Managerial Personnel (KMP) during the financial year 2024-25 are provided under Annexure I to this Report.

The Company is in the process of formulating a comprehensive policy on the remuneration structure applicable to Key Managerial Personnel and other employees, aligning it with industry benchmarks and organizational objectives.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to the provisions of sub-section (12) of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the requisite disclosure is provided below:

During the financial year 2024-25, no remuneration was paid to the Independent Directors of the Company. However, remuneration was paid to the Executive Director in accordance with the terms approved by the Board and shareholders, wherever applicable.

CORPORATE SOCIAL RESPONSIBILITY

Since the average net profit of the Company during the immediately preceding three financial years does not exceed ?5 crore, the provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 were not applicable for the financial year ended 31st March, 2025.

However, the Annual Report on CSR, containing the particulars specified in Annexure II of the Companies (CSR Policy) Rules, 2014, is annexed and forms part of this Report.

RISK MANAGEMENT

The Company continues to operate in the dynamic Engineering, Procurement and Construction (“EPC”) sector, which inherently involves various operational, financial, legal, and external risks. Recognizing the strategic importance of a robust risk management framework, the Company has embedded risk assessment and mitigation as an integral part of its business planning, execution, and review processes.

During FY 2024-25, the Company further strengthened its risk governance by aligning risk controls with emerging trends, regulatory expectations, and sectoral challenges. The objective remains to provide reasonable assurance towards the achievement of strategic and operational goals, ensure statutory and legal compliance, protect the integrity of financial disclosures, and safeguard the Company's reputation and assets.

The Risk Management Committee of Directors, constituted by the Board, oversees the Enterprise Risk Management framework. The Committee is responsible for reviewing key risk exposures, mitigation measures, and ensuring the framework remains adaptive to changing risk landscapes.

As part of its ongoing improvement process, the Company is in the advanced stage of finalizing a comprehensive Risk Management Policy, tailored to its operational scale and complexity. The policy aims to proactively identify potential future risks and outline structured mitigation strategies, thereby enhancing resilience and supporting sustainable growth.

RELATED PARTY TRANSACTIONS

In accordance with the provisions of Section 134(3)(h) of the Companies Act, 2013, your Company has entered into all related party transactions during the financial year ended March 31,2025 in the ordinary course of business and on an arm's length basis. The related party transactions has been duly approved and recorded in line with applicable regulatory requirements.

The details of related party transactions for the year under review are disclosed in the financial statements of the Company, as required under applicable accounting standards.

The Company has a Policy on Related Party Transactions which is reviewed periodically and is available on the Company's website at:

AUDITORSStatutory Auditors and Auditors’ Report

Pursuant to the recommendation of the Audit Committee, the shareholders at the 49th Annual General Meeting approved the appointment of M/s SARC & Associates, Chartered Accountants (Peer Review No. 011986), as the Statutory Auditors of the Company for a period of three (3) consecutive years, from the conclusion of the 49th Annual General Meeting until the conclusion of the 52nd Annual General Meeting to be held in the year 2027.

The Statutory Auditors' Report for the financial year ended March 31,2025, is unmodified and does not contain any qualification, reservation, or adverse remark. The Report is annexed to the Financial Statements, which form an integral part of this Integrated Annual Report.

Cost Auditors

Since the Company is not falling under the threshold limit of Cost Audit in FY 2024-25, hence, Cost Audit is not applicable for the aforesaid financial year.

Secretarial Auditors

Pursuant to Regulations 24A of Listing Regulations read with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. Sandeep Dubey & Associates as the Secretarial Auditor of the Company for the year ended March 31,2025. The Secretarial Audit Report furnished by M/s. Sandeep Dubey & Associates for the financial year 2025 is annexed as Annexure III to this report. The Secretarial Audit Report furnished by M/s. Sandeep Dubey & Associates contains some observations that are self-explanatory and need no further comments.

Further listed entities are required to submit an Annual Secretarial Compliance Report , which shall be signed by the appointed Secretarial Auditor or a Peer Review Company Secretary satisfying the conditions as prescribed by SEBI.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this report.

EXTRACT OF ANNUAL RETURN

The Annual Return for the Financial Year 2024-2025 as per provisions of the Companies Act, 2013 and Rules thereto, is available on the Company's Website i.e. www.ivotistructures.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

PUBLIC DEPOSITS

During the year under review, Company has neither accepted nor renewed any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits ) Rules, 2014 amended from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments covered under the provisions of Section 186 of the Act are given in notes to the standalone financial statements forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT BETWEEN AND DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the Financial Year and the date of this Report.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the financial year 2024-25, the Company initiated the process of transferring unclaimed dividend amounts to the Investor Education and Protection Fund (IEPF). In view of the capital-raising activities undertaken during the year, the transfer is currently in progress

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with relevant SEBI circulars and guidelines, the Business Responsibility and Sustainability Report (BRSR) is applicable to the Company for the financial year 2024-25. Accordingly, the Company has prepared the BRSR in accordance with the format prescribed by SEBI, providing comprehensive disclosures on its Environmental, Social, and Governance (ESG) initiatives and performance. The BRSR forms an integral part of this Annual Report and is annexed separately.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review.

CORPORATE GOVERNANCE

The Company has broadly complied with the corporate governance requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable, except for certain instances of non-compliance as highlighted in the Secretarial Audit Report. The Management Discussion and Analysis Report, Corporate Governance Report, along with the Auditor's Certificate on compliance with the conditions of Corporate Governance, form an integral part of this Annual Report.

INTERNAL CONTROL SYSTEM

The Company has in place an adequate and effective internal control system that is commensurate with the size, scale, and complexity of its operations. These internal controls are aligned with the requirements of the Companies Act, 2013 and are designed to ensure the orderly and efficient conduct of business, adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The internal control framework comprises well-documented policies, standard operating procedures, and structured governance practices. The Company continues to strengthen its internal control environment through the adoption of technology-enabled solutions and automation, ensuring greater reliability, transparency, and efficiency in financial reporting and operational management.

The Company is committed to maintaining a robust internal control environment and continues to review and refine its internal control systems in line with evolving business requirements and industry benchmarks. The internal control mechanism is further supported by the Code of Conduct and the Vigil Mechanism/Whistle Blower Policy, which provide a secure and confidential channel for reporting concerns or unethical practices.

The Audit Committee periodically reviews the effectiveness of internal controls, significant risk assessment processes, internal audit reports, audit plans, and key observations along with management responses. The Committee also benchmarks internal practices with industry standards and provides recommendations for further enhancement, wherever required.

Through continuous monitoring, evaluation, and improvement of internal controls, the Company ensures compliance with applicable laws and regulations, effective utilization and protection of resources, and reliability in financial and operational reporting for the financial year ended 31st March, 2025.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the Rules framed thereunder, read with Regulation 22 of the SEBI LODR Regulations, the Company has adopted a robust Vigil Mechanism / Whistle Blower Policy.

The Vigil Mechanism provides a secure and confidential channel for employees, directors, and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct, without fear of retaliation.

The Policy is designed to ensure adequate safeguards against victimization of individuals who avail the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the Vigil Mechanism / Whistle Blower Policy and the manner in which it is implemented are provided in the Corporate Governance Report, which forms part of this Annual Report for the financial year ended 31st March, 2025.

CODE OF CONDUCT

The Company has in place a well-defined Code of Conduct for its Board Members and Senior Management Personnel, which outlines the principles, ethics, and standards that govern their professional conduct. All members of the Board and Senior Management have affirmed compliance with the Code during the financial year 2024-25.

In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has also established a Vigil Mechanism / Whistle Blower Policy. This mechanism provides a secure and confidential channel for employees, directors, and stakeholders to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct.

The Vigil Mechanism ensures adequate safeguards against victimization and allows direct access to the Chairperson of the Audit Committee, in appropriate cases. The policy is reviewed periodically and is available on the Company's website at www.jyotistructures.in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to fostering a safe, respectful, and inclusive work environment for all its employees. It strongly believes in upholding the dignity of every individual and ensuring a workplace free from discrimination, intimidation, and harassment of any kind, including sexual harassment.

The Company has adopted a policy of zero tolerance towards sexual harassment at the workplace and is actively working towards formalizing and strengthening its policy framework in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Internal Committee (IC) has been duly constituted as per the statutory requirements to address any concerns or complaints in a confidential and impartial manner.

For the financial year 2024-25, the Company affirms that no complaints pertaining to sexual harassment were received.

OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY

The safety, health, and well-being of employees and all individuals associated with the Company remain a top priority. During the financial year 2024-25, your Company continued to uphold its strong commitment to occupational health and safety by fostering a safe and healthy working environment across all its operations.

The Company adheres to a proactive approach towards sustainability and environmental stewardship. It remains focused on minimizing its environmental footprint through continuous improvement of its Environmental Management System (EMS), aimed at monitoring, controlling, and reducing environmental impact.

The Company ensures that its operations comply with all applicable statutory and regulatory requirements related to occupational health, safety, and environmental protection. Efforts are consistently made to align safety and sustainability practices with industry best standards, thereby supporting long-term, responsible business growth.

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.

Not Applicable

EMPLOYEES STOCK OPTION SCHEME

The Company obtained In-principle Approval from Bombay Stock Exchange (“BSE”) on July 1,2022 and National Stock Exchange (“NSE”) on April 27, 2023 respectively.

The details of the equity shares issued, vested, or allotted under JSL ESOS 2021 during the year are provided in Note 34 - Other Notes, Point No. 15 of the Standalone Financial Statements.

TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption is annexed and forms part of this Report as Annexure IV.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with Section 134 (3) (c) of the Act, Board of Directors confirms that:

i applicable Accounting Standards have been followed in the preparation of annual accounts for the year ended March 31,2025 and that there are no material departures;

ii such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31,2025 and of the loss of your Company for the year ended on that date;

iii to the extent possible proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

iv the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from its bankers, other stakeholders, concerned Government Departments, other authorities, its channel partners, employees and shareholders.