To

The Members,

Your Directors have pleasure in presenting their 35th Annual Report on the business and operation of your company for the year ended as at March 31, 2026.

(A). FINANCIAL SUMMARY:

(Amt. in Crores)

(A.1) Dividend Distribution Policy:

In terms of Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the board of directors of the company has formulated and adopted the dividend distribution policy (the "Policy"). The copy of Policy is available on website of company at https://jyoti. co.in/investors/corporate-governance/.

(A.2) Dividend and Reserve:

For the financial year 2025 26, the board has not recommended dividend and has decided to retain the entire amount profitin the statement profit& loss for the financial year

(A.3) Transfer to Reserve:

No amount is proposed to be transferred to the reserves during the year under review.

(B) OPERATIONS & PERFORMANCE:

During the year, the revenue from operation grew by 20.7 % to 1,949.01 crores against 1,615.03 in previous financial year. The profit (after tax) on the other hand also grew by 26.2% to 391.25 crores against 310.05 crores theprevious company manufactured total 5,369 machines against the installed capacity of 6,000 machine per annum showing 89.50 % capacity utilization.

During the financial year, the company continued its Model Mix and Customization approach for its business. The same has generated better financial results. Operations and Performance (Both Standalone and Consolidated) are explained in Management & Discussion Analysis forming part of this Annual Report.

(C.1) Capital Expenditure and Capacity Expansion:

During the financial year 2025 26, the company continues to incur capital expenditure towards capacity expansion programme. The said expenditures have been incurred in line with the ongoing expansion of manufacturing facilities of CNC Machine from 6,000 P.A. to 16,000 P.A.

(C.2) Acquisition of Land at Tumkur Machine Tool Park in Karnataka:

During the financial year 2025 26, the company had acquired around 20 acres of land at Tumkur Machine Tool Park (TMTP) in Karnataka. TMTP is specifically earmarked for India's capital goods sector and jointly developed by Union Government with Karnataka State Government. This park is specially designed and reserved for units belonging only to manufacturing chain of Machine Tools. TMTP is an integral part of CBICIC (Chennai Bengaluru Chitra Durga Industrial Corridor) and thus has strategic importance. Acquisition of land at TMTP will bridge the physical distance between the company and its customers located in southern region and thereby company will be able to serve them better.

(C.3) Unveiling of New Machine Models:

The company is always ahead of its peers in making anticipation of the market and consequent innovation and development. Through its in-house R & D Centre, it continuously upgrades its product basket to cater to the need of customers in a sustained, innovative and competitive manner. Likewise, the company has unveiled and commercialized variants of its machine models (including 5 axis) during the fiscal year. These variants expand the reach of company and been developed considering need for manufacturing solutions in the market.

(C.4) Going Forward – To Become Mechatronics Company:

The company has built its strong mechanical expertise and manufacturing key high precision mechanical components in house. Now, along with mechanical components, the company is building its expertise in electronics. The company intends to design, develop and manufacture electronics components. During the year, company continued its journey for the same.

(C.5) Expansion of Installed Capacity by Huron Graffenstanden SAS, A Subsidiary:

Huron Graffenstanden SAS, a Wholly Owned Step-Down Subsidiary, has completed an expansion of its installed capacity and commenced operation during the fiscal year 2025 - 26. This expanded capacity will enable the subsidiary company to better adjust its manufacturing operation and will lead to higher output.

(D) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is fully aware of social responsibility and the same is reflected in its vision, motto and practice. For discharging its social responsibility, the company has a mixed approach whereby it undertakes activities on its own, tied up with other entities as well as extending financial support to other entities for undertaking social activities in line with the objectives and intention of the company.

For the financial year ended on March 31, 2026, the financial obligations for CSR activities were 4.35 crores and the company had spent the same as obliged during the year. A report on CSR activities undertaken by the company and amount spent thereon, is prepared in pursuant to the provisions of Section 135 of Companies Act, 2013 and rules made thereunder. The Board of Directors of the Company has approved the Report and the same been given at Annexure I to this report. The CSR Policy approved by Board of Directors of the company is available on the website of the company at https://jyoti. co.in/investors/corporate-governance/.

(E) CORPORATE GOVERNANCE:

Being a listed company, the compliance with norms and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other regulations, notification issued by SEBI and as applicable, is mandatory for the company. The Report on Corporate Governance prepared in terms of these provisions is annexed to this Report.

(F) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Business Responsibility and Sustainability Report is forming part of this annual report and has been prepared in pursuant to the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 Dated November 11, 2024, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177 dated December 20, 2024, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated March 28, 2025 and SEBI Master Circular HO/49/14/14(7)2025-CFD-PoD2/I/2026 Updated on January 30, 2026.

(G.1) Meeting of Board and Committees of the Board:

During the financial year 2025 26, the Board of Directors of the Company meet 7 times and intervening period between two consecutive meeting does not exceed the limit prescribed under the companies act, 2013 and SEBI listing regulations. Details of composition of Board and its committees, their meetings and participation by Directors at such meeting held during the financial year 2025 26, are given in corporate governance report annexed to this Report.

(G.2) Change in Directors and Key Managerial Personnel:

During the financial year 2025 - 26, Following changes took place in Board of Directors as well as its committees.

1. Mr. Prasad Parameswaranpillai Naga (DIN: 07430506) had relinquished his office on October 2025.

2. Mrs. Prafulla P. Shenoy (DIN: 06705629) was appointed by the board of directors as Additional Director in the category of an Independent Director with effect from January 19, 2026. The consent of members of the company was obtained on April 11, 2026, to appoint Mrs. Prafulla P. Shenoy (DIN: 06705629) as an Independent Director for the term of five

All Independent Directors of the company have provided requisite declaration in terms of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and rules made thereunder. In the opinion of Board of Directors, the Independent Directors have relevant proficiency, expertise and experience. Further all directors have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 of the Companies Act, 2013.

On recommendation of the Nomination & Remuneration Committee and subject to the approval of members of the Company, the directors of the company at their meeting held on August 07, 2026 accorded their consent to the appointment of Mr. Parakramsinh G. Jadeja (DIN: 00125050), liable to retire by rotation and, being eligible, offered himself for being appointed as a director in the company, as a director of the company.

The requisite particulars in respect of Directors seeking reappointment are given in an Explanatory Statement annexed to Notice convening the Annual General Meeting.

(G.3) Policy on Directors' Appointment, Remuneration and Other Details:

The Policy on Directors' Appointment, Remuneration and Other details, approved by Board of Directors of the Company in terms of Provisions of Section 178(3) of the companies act, 2013 is available on company's website at https://jyoti.co.in/investors/corporate-governance/. The said policy empowers Nomination and Remuneration Committee consists of all Independent Directors of the Company, to assess, identify and recommend the appointment of executive directors, key managerial personnel as well as senior managerial personnel. The said policy also provides for evaluation of such personnel on an annual basis.

(G.4) Directors' Evaluation:

The Securities and Exchange Board of India (SEBI) vide its Master Circular dated July 11, 2023, provided guidance note on Board Evaluation by specifying the criteria for evaluation of performance of (i) Board as a Whole; (ii) Individual Directors (Including Independent Directors &

Chairperson) and (iii) Committees of the Board.

Pursuant to the provisions of Companies Act 2013 and SEBI Listing Regulations, the Nomination and Remuneration Committee specified the criteria for evaluation and accordingly undertook the performance evaluation of the Board, its Committees and Individual Directors. The criteria selected for evaluation and mechanism for evaluation were in line with the policy of the company for performance evaluation of Board and its Committees as well as Directors.

Further, in separate meeting of Independent Directors held on August 06, 2025, the performance of all Directors, Board as a Whole and its Committees were evaluated taking into consideration views received from all directors as well as other factors contributing to their performance.

The result of the evaluation was communicated to the Chairman of the Board of Directors.

(G.5) Employee's Particulars:

During the year, company continues its skill and development programme for its employees. The Centre of Excellence undertakes an in-house programme while employees eports were -and-returns/ also provided with opportunities to participate in external events, seminars and training programmes conducted by Industry Association and Research Institute. In Centre of Excellence, both in-house trainer and external trainers are invited and impart training. It acts as separate division under the Human Resource Department of the Company. The scope of training, both internal and external, extends to functional, skill development, personality development, safety, etc.

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies Appointment and Remuneration) Rules, 2014, necessary disclosure forms part of this report and are provided in Annexure II to this report.

Pursuant to the provisions of Second Proviso to Section 136(1) of the Companies Act, 2013, a statement containing names of top ten employees of the company in terms of remuneration and particulars of employees as required under the provisions of section 197(12) of Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies Appointment and Remuneration) Rules, 2014, forming part of this report is open for Inspection. Any member interested in obtaining copy of the same may write to the company secretary.

(H) SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENT:

The company has 5 overseas wholly owned subsidiaries including 4 step-down operating subsidiaries. In pursuant to the provisions of section 129(3) of the Company Act, 2013, a company has prepared a consolidated financial statement for the financial year ended on March 31, 2026, and the same form part of this report. Further, a statement containing salient features of financial statement of subsidiaries in Form AOC I is also annexed to this report at Annexure III. All subsidiaries of the company are operational during the year. Further, during the year, the company has disclosed all material events relating to subsidiaries and the same has been reiterated elsewhere in this report or in notes to the financial statements annexed to this report.

Pursuant to Section 136 of the Companies Act 2013 and amendment thereto, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual report containing the audited standalone and consolidated financial statement, related information of the company and financial statement of subsidiaries are available on website of company at https://jyoti.co.in/ investors/financials- .

(I) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantee given, and investment covered under section 186 of the Companies Act, 2013, form part of the notes to the financial statements annexed to this report.

(J) RELATED PARTY TRANSACTIONS:

In compliance with the provisions of Companies Act, 2013 and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors has formulated a policy on Related Party Transactions and the same is available on company's website at https://jyoti.co.in/investors/corporate-governance/.

During the financial year 2025 26, all related party transactions entered into by company were in its ordinary course of business and at arm's length transactions. During the said period, there were not any contracts or arrangement with related parties entered into by the company and fell within the purview of provisions of section 188(1) of the company's act, 2013. Further, there were not any material contracts or arrangement, as defined under the provisions of regulation 23 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or under the policy adopted by the company on dealing with related party transactions. Hence, disclosure in Form AOC 2, pursuant to Section 134(3)(h) of companies act, 2013, is not applicable to the company and not given.

Necessary approvals, wherever applicable, including omnibus approval of an audit committee, were obtained in respect of all related transactions entered into by company during the aforesaid period. Further, the said related party transactions were subject to periodic review by the Audit Committee. In terms of Ind AS 24, details of related party transactions entered into by the company have been disclosed in the notes to the standalone and consolidated financial statements forming part of this report.

(K) RISK MANAGEMENT POLICY:

Machine Tool Industry is considered as Strategic Sector due to its nature and contribution in growth, development and expansion of manufacturing sector. Further, it falls within the capital goods sector. The business of company is sensitive to technological changes, competition and also carries multi-dimensional risks ranging from internal risks like finance, technical upgration, to external risks like geopolitics, etc. In order to mitigate or to avoid the impact due to such risks, a risk management policy has been adopted for identification and analysis of the risks as well as to take preventive and corrective actions.

Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Risk Management Committee and has implemented Risk Governance Structure at operational level which operates under the direction and supervision of top management of the company.

Details of Risks & Concerns of company are explained in Management & Discussion Analysis provided separately in this annual report.

(L) INTERNAL CONTROL SYSTEM:

The company has an internal control system, commensurate with the size, scale and complexity of operations. The controlling structure in place in the company is adequate to safeguard the assets and protect against loss from unauthorized use or disposition. Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis forming part of this report.

(M) DEPOSITS:

The company has not accepted any deposits or money in contravention to the provisions of Section 73 of the Companies Act, 2013 and to the provisions of Companies (acceptance of Deposits) Rules, 2014.

(N) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has zero tolerance towards sexual harassment of woman. The Company has constituted an Internal Committee as well as adopted a Policy on prevention, prohibition and redressal of sexual harassment of woman at workplace and the same is in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

During the year, the company has not received any complaints.

(O) SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant

Regulator, Court or Tribunal impacting the going concern status and company's operation in future. However, members' attention is drawn to the contingent liabilities, commitments given in the notes forming part of the financial statement annexed to this report.

(P) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

In terms of provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, details on energy conservation, technology absorption and foreign exchange earnings & outgo are given in Annexure IV to this report.

(Q) VIGIL MECHANISM:

Board of Directors of Company formulated a whistle blower policy for vigil mechanisms and under the policy, director, employee or business associates like customers, suppliers, of the company, can make disclosure of unethical behavior, intimidation, leak of unpublished price sensitive information, etc. A whistle blower under the policy can approach Chairman of audit committee with protected disclosure. The company's whistle blower policy on vigil mechanism aimed to foster trust and transparency among all stakeholders.

During the year, the company has not received any complaints or grievance.

(R) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of The Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

A. in the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

B. the directors selected such accounting policies and applied them consistently and made judgments 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 ended March 31, 2026 and of the Profitof the Company for that period.

C. The directorshavetakenproperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. The directors had prepared the annual accounts on a going concern basis.

E. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively. F. The directors had devised proper internal systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(S) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis prepared in terms of provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is forming part of this annual report.

Statutory Auditor:

Members of the company had appointed M/s. G. K. Choksi & Co, (Firm Registration No. 125442W), Chartered Accountants, as Auditor of the company for a period of five years commencing from conclusion of 31st annual general meeting of members of the company held on September 30, 2022 until the conclusion of 36th annual general meeting of members of the company to be held after end of financial year 2026 - 27.

The report of the statutory auditor is self-explanatory and does not contain any qualification, reservation or adverse remarks or disclaimer which requires separate clarification or explanation or comments from the board of directors of the company.

Cost Auditor:

Pursuant to the provisions of section 148 of the Companies Act, 2013, the company is required to maintain cost records of goods manufactured it during the financial year 2025 26 and the same been subject to audit by cost auditor appointed by the board of directors of the company. The report of cost auditors along with audited cost records are regularly filed with the Registrar of Companies, Ahmedabad, in accordance with the provisions of the Companies Act, 2013.

The Board of Directors of the company has appointed M/s. Mitesh Suvagiya & Co. Practicing Cost Accountant, as Cost Auditor of the company to conduct the audit of cost records of the company for the financial year 2026-27.

In accordance with the provisions of Section 148(3) of Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) rules, 2014, as amended, the remuneration of 70,000 plus applicable taxes and reimbursement of out-of-pocket expenses payable to the cost auditor for conducting cost audit for financial year 2026 27 as recommended by audit committee and approved by Board of Directors of the company has to be ratified by the members of the company. The same of members and isplacedforratification form part of Notice of the AGM.

Secretarial Auditor:

Pursuant to the provisions of Regulations 24A(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on recommendation of board of directors of the company, the members of the company had at their 34th annual general meeting held on September 18, 2025, appointed N. S. Dave & Associates, Practicing Company Secretaries, (C.P. No. 13946) as Secretarial Auditor of the Company for a term of five financial years begin from financial year 2025 26.

Accordingly, in pursuant to the provisions of Section 204 of the Companies Act, 2013 read with provisions of Regulation 24A(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. N. S. Dave & Associates, secretarial auditor, has undertaken an audit of secretarial works, records and issued his report thereon. The said report is annexed to this report at Annexure V. The report of the secretarial auditor is self-explanatory and does not contain any qualification, reservation or adverse remarks or disclaimer which require separate clarification or explanation or comments from the board of directors of the company.

Reporting Fraud:

During the year under review, the statutory auditor, cost auditor and secretarial auditor, have not reported any instances of fraud committed in the company by its officers, employees to the Audit Committee under section 143(12) of Companies Act, 2013 read with Rule 13(3) of Companies (Audit and Auditors) Rules 2014 and hence, no details exist to provide in this report.

(U) ANNUAL RETURN:

The annual return for the financial per provisions of Companies Act, 2013 and rules made thereunder, is available at website of company at https:// jyoti.co.in/investors/financial-reports-returns-and-notices/.

(V) OTHER DISCLOSURE:

1. there has been no change in the nature of business of the company as on date of this report. 2. there were no material changes and commitments affecting the financial position of the company between the end of financial year and date of this report.

3. there was no application made or proceeding pending against the company under Insolvency & Bankruptcy Code, 2016 during the year under review.

4. Company has neither allotted any debt securities nor has any outstanding debt securities as of March 31, 2026, which requires an external credit rating. However, members' attention is drawn to external credit ratings on borrowings of the company given in the corporate governance report forming part of this annual report.

(W) APPRECIATION:

Your directors wish to place on record their deep sense of appreciation for the committed services of employees of the Company.

Your directors would like to express their appreciation for the assistance and co-operation received from the government authorities, financial institutions, banks, customers, vendors and members during the year under review.