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We are delighted to welcome you to the 51^st Annual General Meeting of Jyoti Structures Limited. As a leading Engineering, Procurement,
and Construction (EPC) company in the power transmission and distribution sector, JSL has established a strong presence across India
and international markets. With extensive expertise spanning the entire transmission and distribution (T&D) value chain, the Company has
successfully executed a wide range of projects, delivering reliable and sustainable infrastructure solutions to support the evolving energy needs
of its customers.

BUILDING ON A LEGACY OF EXCELLENCE

From a proud legacy of fifty years to a future filled with new opportunities, Financial Year 2025-26 marked an important milestone in the journey
of Jyoti Structures Limited as the Company entered its 51^st year of operations. Over the decades, the Company has established itself as a
trusted player in the power transmission and distribution sector, delivering complex infrastructure projects across India and international markets
while contributing to the development of reliable power networks.

During the year under review, the Company continued to strengthen its market position through the award and execution of strategic transmission
projects across various geographies. The order inflows secured during the year reflect the confidence reposed in the Company by leading public
and private sector customers and provide a strong platform for future growth.

The year also witnessed significant progress in project execution and operational performance. The successful commissioning and energisation
of key transmission assets demonstrated the Company's engineering capabilities, disciplined project management practices and commitment
to quality, safety and timely delivery.

India's power sector continues to present substantial opportunities driven by rising electricity demand, rapid renewable energy integration,
expansion of transmission infrastructure and increased investments in the energy ecosystem. With its established execution capabilities,
experienced workforce, strong customer relationships and proven track record, the Company remains well positioned to participate in and
benefit from these growth opportunities.

The Company remains focused on enhancing operational excellence, strengthening financial performance, improving capital efficiency, fostering
innovation and maintaining the highest standards of corporate governance. These priorities will continue to guide the Company's efforts towards
sustainable growth and long-term value creation.

The Board places on record its sincere appreciation for the continued support of shareholders, customers, lenders, business partners, regulators
and other stakeholders. The Directors also acknowledge the dedication and commitment of the Company's employees whose contributions
remain integral to the Company's success.

Your Directors have pleasure in presenting the 51^st Annual Report of the Company together with the Standalone and Consolidated Audited
Financial Statements for the Financial Year ended March 31,2026.

OVERVIEW OF THE COMPANY

The Board of Directors presents this Report in accordance with the provisions of the Companies Act, 2013, (“the Act”) the rules made thereunder
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Jyoti Structures Limited is one of India's leading engineering, procurement and construction companies in the power transmission and distribution
sector. The Company possesses extensive expertise in executing Extra High Voltage transmission lines, substations and related infrastructure
projects and has played a significant role in strengthening power infrastructure across India and international markets.

This Report was reviewed with the Key Managerial Personnel and 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 31,2026 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 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

OPERATIONAL PERFORMANCE AND ORDERS BOOK

The Company's opening order book as on April 1,2026 was Rs.2,274 Crores. During the period from implementation of the Resolution Plan in
November 2021 up to March 31,2026, the Company generated aggregate total income of Rs.1,974 Crores through execution of its order book.
The major orders secured during FY 2025-26 are detailed below:

During the financial year under review, the Company further strengthened its presence in the Indian power transmission sector by securing
several prestigious contracts. Major orders received during the year include:

1. Turnkey EPC contracts for 765 kV & 800 kV AC and HVDC Transmission Lines and 765 kV Substations in India, aggregating to Rs. 639.08
Crores.

2. 800 kV HVDC Bhadla—III to Fatehpur Transmission Line Project valued at Rs. 288.38 Crores.

3. EHV 220 kV / 110 kV Transmission Line Modification Works for the Mumbai Coastal Road Project, valued at Rs. 88.35 Crores.

In addition, the Company secured multiple orders from various customers for transmission tower testing services at its state-of-the-art R&D
Centre located at Ghoti. This not only enhanced the utilization of the Company's testing infrastructure but also contributed to incremental
revenue generation and improved profitability. These achievements reflect the Company's strong execution capabilities, technical expertise, and
continued customer confidence in its services.

Capacity Expansion

During the financial year under review, the Company successfully commenced commercial manufacturing operations at its second unit of
Nashik Plant-II in January 2026. The new facility has added an annual manufacturing capacity of 36,000 MT, significantly enhancing the
Company's production capabilities.

With the commissioning of this unit, the combined annual manufacturing capacity of Nashik Plant-I and Nashik Plant-II has increased to
72,000 MT. This capacity expansion is expected to strengthen the Company's ability to cater to growing customer demand, improve operational
efficiencies, and support its long-term growth strategy in the power transmission infrastructure sector.

PROJECT EXECUTION MILESTONES

The successful completion and commissioning of key transmission infrastructure projects during FINANCIAL YEAR 2025-26 reflect Jyoti
Structures Limited's strong execution capabilities, engineering excellence and commitment to delivering complex power infrastructure solutions.
These projects, executed across diverse geographies and challenging site conditions, have contributed to strengthening India's power
transmission network and facilitating renewable energy integration. The key project milestones achieved by the Company during the year are
highlighted below:

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI LODR Regulations”), the Management Discussion and Analysis Report forms an integral part of this Annual Report and is annexed
hereto. The Report provides a detailed overview of the industry structure and developments, economic and business environment, opportunities
and threats, outlook, risks and concerns, internal control systems, operational and financial performance, and human resource development
during the 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.

GROWTH DRIVERS AND FUTURE OPPORTUNITIES

The Engineering, Procurement and Construction (“EPC”) industry, particularly the Transmission & Distribution (“T&D”) sector, continues to
witness strong structural growth driven by rising electricity demand, rapid renewable energy integration, grid modernization initiatives, and
sustained investments in power infrastructure. Supported by favorable Government policies, regulatory reforms, and India's long-term energy
transition objectives, the sector is expected to offer significant growth opportunities during Financial Year 2026-27 and beyond.

India's power infrastructure landscape is undergoing a transformative phase, fueled by increasing urbanization, industrialization, expanding
digital infrastructure, and the growing adoption of renewable energy sources. The Government's continued focus on strengthening the national
transmission network, enhancing grid reliability, and facilitating the evacuation of renewable power from emerging energy hubs is expected to
drive substantial investments across the transmission and distribution value chain.

The ongoing expansion of renewable energy capacity, including solar, wind, hybrid, and energy storage projects, necessitates the development
of robust transmission infrastructure capable of handling higher power flows and ensuring seamless grid integration. Additionally, initiatives such
as Green Energy Corridors, interstate transmission system expansion, smart grid deployment, and modernization of aging transmission assets
are expected to generate significant EPC opportunities.

The Company's established track record in executing complex transmission projects, strong engineering capabilities, manufacturing
infrastructure, and growing order book position it well to capitalize on these emerging opportunities. With its enhanced manufacturing capacity,
experienced project execution teams, and focus on operational excellence, the Company is well placed to participate in large-scale domestic
and international transmission projects.

Looking ahead, the Company remains optimistic about the sector's growth prospects and is committed to leveraging its technical expertise,
innovation, and execution capabilities to drive sustainable growth, strengthen stakeholder value, and contribute meaningfully to the development
of reliable and resilient power infrastructure.

• Infrastructure-Led Growth and Rising Power Demand

India's continued emphasis on infrastructure development, coupled with rapid urbanization, industrial expansion and growing electrification,
is driving sustained demand for reliable and efficient power infrastructure. The increasing requirement for transmission networks, substations
and associated infrastructure is expected to generate significant opportunities for EPC companies engaged in the power sector.

• Renewable Energy Integration and Energy Transition

India's ambitious renewable energy targets and growing investments in solar, wind, hybrid and green hydrogen projects are accelerating
the need for robust transmission infrastructure. The development of transmission corridors, evacuation systems and grid connectivity
solutions remains critical for integrating renewable energy into the national grid and supporting the country's energy transition objectives.

• Grid Modernization and Digital Transformation

The power sector is witnessing a gradual transition towards smart, digital and automated networks. Investments in smart grids, digital
substations, advanced monitoring systems, automation technologies and predictive maintenance solutions are expected to improve
operational efficiency, enhance grid reliability and support the evolving requirements of modern power systems.

• Policy Support and Sector Reforms

Government initiatives aimed at strengthening power infrastructure, improving the operational and financial health of utilities and enhancing
transmission capacity continue to provide a favourable environment for sector growth. Ongoing reforms, improved payment discipline and
infrastructure-focused policies are expected to support long-term investments across the transmission and distribution ecosystem.

• Green Energy Corridors and Strategic Infrastructure Development

The continued expansion of Green Energy Corridors and interstate transmission networks is expected to significantly enhance renewable
energy evacuation capabilities and strengthen national grid connectivity. These initiatives are creating substantial opportunities for
companies with proven expertise in transmission infrastructure development.

• Emerging Opportunities in Domestic and International Markets

Beyond India, several countries across Asia, Africa and the Middle East are investing in transmission infrastructure, renewable energy
integration and grid modernization programmes. Increasing investments in energy security, cross-border interconnections and sustainable
infrastructure are expanding opportunities for experienced EPC companies with strong execution capabilities and technical expertise.

• Technology-Driven Transformation

Advancements in digital technologies, artificial intelligence, data analytics and intelligent asset management are reshaping the global power
infrastructure landscape. The increasing adoption of technology-driven solutions is expected to enhance project execution, operational
efficiency and asset reliability while creating new avenues for innovation and growth.

• Positioned for Sustainable Growth

With over five decades of experience, strong execution capabilities, established customer relationships and extensive expertise across the
transmission and distribution value chain, Jyoti Structures Limited remains well positioned to capitalize on emerging opportunities in both
domestic and international markets. The Company will continue to focus on operational excellence, disciplined project execution, financial
prudence, innovation and sustainable value creation while contributing to the development of reliable, resilient and future-ready power
infrastructure.

Source; Central Electricity Authority (National Electricity Plan - Transmission 2023-2032), Ministry of Power, Government of India, Ministry
of New and Renewable Energy and other publicly available industry reports.

STANDALONE FINANCIAL PERFORMANCE REPORT FOR THE FINANCIAL YEAR 2025-2026

The Company delivered a strong financial and operational performance during the Financial Year ended March 31,2026, reflecting improved
execution efficiencies, healthy order execution momentum, and sustained focus on profitability. The comparative performance of the Company
on a standalone basis is summarized below:

1. Total Income

• Financial Year 2025-26: Rs.772.44 Cr

• Financial Year 2024-25: Rs.504.50 Cr

• Year-on-Year Growth: Rs.267.94 Cr (53.11%)

The substantial growth in total income during the year under review was primarily driven by improved project execution, accelerated
operational momentum, and increased contribution from ongoing projects. The performance reflects the Company's strengthened
execution capabilities and continued focus on operational scalability.

2. Earnings Before Interest Depreciation Tax and Amortization (“EBIDTA”)

• Financial Year 2025-26: Rs.69.97 Cr

• Financial Year 2024-25: Rs.44.28 Cr

• Year-on-Year Growth: Rs.25.69 Cr (58.01%)

The Company achieved strong EBITDA growth during the year, driven by higher revenue, improved operational efficiencies and effective
cost management initiatives. The increase in EBITDA reflects the Company's ability to enhance profitability while sustaining business
growth and operational excellence.

3. Profit Before Tax (“PBT”)

• Financial Year 2025-26: Rs.54.71 Cr

• Financial Year 2024-25: Rs.35.42 Cr

• Year-on-Year Growth: Rs.19.06 Cr (53.45%)

The significant increase in Profit Before Tax demonstrates improved operating leverage, better project margins, efficient cost management,
and disciplined financial controls implemented by the Company during the year.

4. Profit After Tax (“PAT”)

• Financial Year 2025-26: Rs.56.04 Cr

• Financial Year 2024-25: Rs.35.81 Cr

• Year-on-Year Growth: Rs.20.23 Cr (56.51%)

The robust growth in Profit After Tax reflects the Company's sustained emphasis on operational excellence, prudent financial management, and
value creation for stakeholders.

Summary

During the year under review, the Company recorded strong growth in both revenue and profitability, supported by healthy business fundamentals,
efficient project execution, and improved operational performance. The overall financial performance demonstrates the Company's resilience,
strategic focus, and its strengthened position in the power transmission and infrastructure sector. With a healthy order pipeline and increasing
opportunities in the domestic as well as international markets, the management remains confident of sustaining long-term growth momentum.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

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 31,2026.

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

• AUTHORIZED SHARE CAPITAL

During the Financial Year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share
Capital of the Company as on March 31,2026 stood at Rs.256.30 Crore (Rupees Two Hundred Fifty-Six Crore Thirty Lakhs Only) divided
into 128.15 Crore Equity Shares of Rs.2/- each.

The paid-up Equity Share Capital of the Company as at March 31,2026, stood at Rs.238.73 Crores, comprising equity shares of face value
Rs.2/- each.

• PAID UP SHARE CAPITAL

During the financial year under review, pursuant to the exercise of conversion rights by warrant holders, the Company allotted equity
shares as under:

- On May 28, 2025, the Company allotted 10,00,000 Equity Shares of face value Rs.2/- each upon conversion of an equivalent number
of convertible warrants at an issue price of Rs.13.20 per share, including a premium of Rs.11.20 per share.

- On June 18, 2025, the Company allotted 7,50,000 Equity Shares of face value Rs.2/- each upon conversion of an equivalent number
of convertible warrants at an issue price of Rs.13.20 per share, including a premium of Rs.11.20 per share.

Further, during the year ended March 31,2026, the Company allotted 34,70,133 Equity Shares of face value Rs.2/- each pursuant to the
exercise of stock options vested under the JSL Employee Stock Option Scheme, 2021.

Consequent to the above allotments, the paid-up Equity Share Capital of the Company increased and stood at Rs.238.73 Crores as on 31
March 2026. The equity shares allotted during the year rank pari passu in all respects with the existing equity shares of the Company.

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.

Details of subsidiary, associate and joint venture of the Company as on March 31, 2026, are as follows:

The Consolidated Financial Statements include the following Subsidiary companies:

In compliance with applicable provisions of the Act, a statement containing the salient features of the financial statements of the subsidiaries/
associates /joint ventures companies is provided in Form AOC-1 for the year ended March 31, 2026, is annexed and forms part of this
Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements
along with relevant documents are available on the website of the Company http://jyotistructures.in/

The Audited Standalone and Consolidated Financial Statements are prepared in accordance with the prescribed accounting standards,
forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
• Composition of the Board

The Board was constituted with following 6(Six) directors:

Note

1. * Dr.Rajendra Prasad Singh ceased to be the Chairman and Director of the Company due to his demise on July 17, 2026.

2. * The tenure of Mr. Abdul Hameed Khan, Whole Time Director & Chief Financial Officer, has been extended for a further period of one
year from April 1,2026 to March 31,2027.

The tenure of Mr. Abdul Hameed Khan, Whole Time Director & Chief Financial Officer, has been extended for a further period of one year
from April 1,2026 to March 31,2027.

Retire by Rotation on the Board of Directors of the Company

During the period under review, none of the Directors would retire by rotation at the ensuing Annual General Meeting.
• Key Managerial Personnel (KMP)

Note:

*Mr. Rajesh Kumar Singh resigned from the position of Chief Executive Officer (CEO) of the Company with effect from May 29, 2026.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Directors who are part of Board confirming that he/she meets
the criteria of independence as laid out in Section 149(6) of the Act 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 nine times during the year under review. The intervening gap between the meetings was within the period prescribed under the
Act and the SEBI listing regulations. The said meetings of the Board of Directors were held on April 25, 2025, May 6, 2025, May 28, 2025, June
18, 2025, August 14, 2025, August 26, 2025, September 30, 2025, November 12, 2025 and January 23, 2026.

COMMITTEES OF THE BOARD

The Board has constituted various Committees in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and other applicable laws, to facilitate effective governance and focused oversight of specific
areas of the Company's operations.

During the financial year ended March 31, 2026, the Company ensured the regular convening of Committee meetings and compliance with
all applicable statutory and regulatory requirements. The Committees functioned in accordance with their respective terms of reference and
provided valuable guidance and recommendations to the Board on matters falling within their scope.

The details of the meetings held during the financial year by the various Committees of the Board are provided below:

• The Nomination and Remuneration Committee met six times during the year, on April 25, 2025, August 14, 2025, August 26, 2025,
September 30, 2025, November 12, 2025 and January 23, 2026.

• The Audit Committee convened seven meetings during the year, held on May 5, 2025, May 28, 2025, June 18, 2025, August 14, 2025,
September 30, 2025, November 12, 2025 and January 23, 2026.

• The Stakeholders Relationship Committee held one meeting, conducted on March 31,2026.

• A meeting of the Independent Directors was held separately on March 27, 2026, without the presence of Non-Independent Directors and
members of management, as required under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• The Risk Management Committee met twice during the year, as on July 3, 2025 and December 23, 2025, to review and monitor key
business and operational risks and mitigation plans.

• The Corporate Social Responsibility (CSR) Committee met once during the year, on March 24, 2026, to review the Company's CSR
obligations, recommend CSR expenditure towards approved activities through eligible implementing agencies, and monitor compliance
with the applicable provisions of the Act.

These meetings reflect the Company's continued focus on governance, accountability, and oversight in accordance with applicable laws and
best practices, while ensuring timely decision-making and effective supervision of the affairs of the Company.

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 2025-2026.

REMUNERATION POLICY

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Act, 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 2025-26 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 Act, 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 2025-26, 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.

MATERNITY BENEFITS

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and other applicable laws. Eligible women employees were
provided with maternity leave and related benefits during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year 2025-26, the provisions relating to Corporate Social Responsibility (“CSR”) under Section 135 of the Act became
applicable to the Company for the first time. Accordingly, the Company constituted the CSR Committee and adopted a CSR Policy in
compliance with the applicable statutory requirements. The Company remains committed towards contributing to sustainable and inclusive
social development initiatives.

In accordance with the provisions of Section 135 of the Act, the Company was required to spend an amount of Rs.34,31,880/- towards
Corporate Social Responsibility (“CSR”) activities during the Financial Year 2025-26. Demonstrating its commitment towards meaningful social
development initiatives, the Company incurred a total expenditure of Rs.36,28,800/- on eligible CSR activities during the year, thereby exceeding
the statutory CSR spending requirement.

During the year, the Company undertook a CSR initiative in the healthcare sector in association with A.V. Baliga Memorial Hospital and Kamal
A. Baliga Charitable Trust for establishment of an Advanced Retinal Diagnostic and Treatment Facility at the Hospital. The CSR contribution
was utilised towards procurement and installation of advanced ophthalmic equipment, including an Optical Coherence Tomography (OCT)
System and Single Spot Green Laser (532 nm) with Laser Indirect Ophthalmoscope (LIO) Delivery System. Through this initiative, the Company
endeavours to bring the light of quality eye care to economically weaker and rural communities by strengthening charitable ophthalmic
infrastructure and improving access to specialised retinal diagnosis and treatment. The project is expected to play a vital role in early detection
and prevention of avoidable blindness, thereby restoring not only vision, but also hope, dignity and an improved quality of life for countless
underserved individuals.

The details of CSR activities and disclosures, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, are annexed to this Report as ANNEXURE-II

RISK MANAGEMENT

The Company continues to operate in the dynamic Engineering, Procurement and Construction (“EPC”) sector, which is inherently exposed to
various strategic, operational, financial, regulatory and external risks. Recognising that effective risk management is fundamental to sustainable
growth and long-term value creation, the Company has embedded risk identification, assessment, mitigation and monitoring into its core
governance and decision-making processes.

During the Financial Year 2025-26, the Risk Management Committee and the Board undertook a comprehensive review of the Company's
evolving risk landscape in light of changing business conditions, sectoral developments and regulatory expectations. The Company further
strengthened its Enterprise Risk Management framework through a structured and integrated approach towards identification, evaluation and
prioritisation of risks based on likelihood, financial impact, operational implications, compliance exposure and reputational considerations.
The framework broadly categorises risks under strategic, financial, operational, legal & compliance and technology / cyber security domains,
supported by defined mitigation and monitoring mechanisms.

Based on inputs received from various functional heads and detailed cross-functional deliberations, the Company identified key enterprise-
level risks relating to availability of fund-based and non-fund-based limits, working capital management, project execution, workplace safety,
cost escalation, quality control, manpower availability, talent attrition, client concentration, cyber security, data protection, geopolitical exposure
and legal & regulatory compliance. The Board and the Risk Management Committee regularly reviewed mitigation strategies and advised the
management to further strengthen internal controls, safety governance, cyber resilience measures, compliance monitoring systems and risk
reporting mechanisms to ensure timely identification and proactive management of emerging risks.

As part of its continued focus on strengthening governance standards, the Company is also in the process of further refining and enhancing its
Risk Management Policy and Risk Register in alignment with its operational scale, financial position and evolving business environment. The
Company remains committed to fostering a resilient risk-aware culture and continuously enhancing its risk management practices to support
business continuity, operational excellence and sustainable stakeholder value creation.

RELATED PARTY TRANSACTIONS

In accordance with the provisions of Section 134(3)(h) of the Act, your Company has entered into all related party transactions during the
Financial Year ended March 31,2026 in the ordinary course of business and on an arm's length basis. The related party transactions have 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: https://
jyotistructures.in/

AUDITORS• Statutory Auditors and Auditors’ Report

Pursuant to the recommendation of the Audit Committee, the shareholders at the 49^th 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, 2026, 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

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has
become applicable for Cost Audit during the Financial Year 2025-26. Accordingly, the Board of Directors, on the recommendation of the
Audit Committee, appointed Dr. Narhar Nimkar, Cost Accountants, as the Cost Auditors of the Company for conducting the audit of the cost
records for the Financial Year 2025-26, subject to ratification of their remuneration by the shareholders.

• 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 31,2026. The Secretarial Audit Report furnished by M/s. Sandeep Dubey
& Associates for the Financial Year 2025-26 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 Act, details of which need to be mentioned in this
report.

EXTRACT OF ANNUAL RETURN

The Annual Return for the Financial Year 2025-2026 as per provisions of the Act and Rules thereto, is available on the Company's Website i.e.
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 Act
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 2025-26, 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
2025-26. 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 Act 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 Act 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
March 31,2026.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177 of the Act 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 behavior, 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 March 31,2026.

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 2025-26.

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.ivotistructures.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.

Details of Sexual Harassment Complaints:

• Number of complaints received during the year - One

• Number of complaints resolved during the year - One

• Number of complaints pending for more than 90 days - Nil
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
2025-26, 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's 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.

No One -Time Settlement has been entered into with Banks or Financial Institutions.

EMPLOYEES STOCK OPTION SCHEME

The Company has implemented the Jyoti Structures Limited Employee Stock Option Scheme, 2021 (“JSL ESOS 2021”) with the objective of
attracting, retaining, motivating and rewarding employees, while aligning their interests with the long-term growth and value creation objectives
of the Company.

During the financial year under review, eligible employees exercised stock options in accordance with the terms of the Scheme, resulting in the
allotment of equity shares by the Company.

The details of stock options granted, vested, exercised, lapsed, and the equity shares allotted under JSL ESOS 2021 during the year are
disclosed in Note 34 - Other Notes, Point No. 16 forming part of the Standalone Financial Statements of the Company.

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

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the annual accounts for the financial year ended March 31,2026, the applicable Accounting Standards have been
followed and there are no material departures therefrom;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reason¬
able and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026, and of the profit/loss of the
Company for the financial year ended on that date;

3. The Directors have taken proper and sufficient 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;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate
and operating effectively.

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.

For Jyoti Structures Limited

sd/-

Govind Prasad Saha

Place : Mumbai Chairperson & Independent Director

Date : July 20, 2026 DIN: 09256986