Your Company's Board of Directors are pleased to present to you the 34^th Annual Report of your Company together
with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE

Your Company's financial performance on standalone basis for the Financial Year ended March 31, 2025 compared
with previous Financial Year is summarised below:

The above mentioned financial performance highlights
are an abstract of the Financial Statements of your
Company for the financial year 2024-25. The detailed
Financial Statements of your Company forms part of
this Annual Report and are also uploaded on website of
your Company i.e. www.jyothylabs.com.

PERFORMANCE HIGHLIGHTS

The Revenue from operations on standalone basis of
your Company for the financial year 2024-25 was up by
3.3% and stood at ' 284,392 Lacs compared to ' 275,403
Lacs in the previous financial year. The net profit for the
financial year 2024-25 amounted to '37,117 Lacs, up by
of 0.3% over the previous financial year.

The consolidated revenue from operations of your
Company for the financial year under review stood
at ' 284,698 Lacs as against ' 275,693 Lacs in the
previous financial year, reporting a growth of 3.3%.
The consolidated profit after tax for the financial year
under review stood at ' 37,038 Lacs against ' 36,930
Lacs in the previous financial year, up by 0.3 % over the
previous financial year.

DIVIDEND

Your Board is pleased to recommend for your
consideration, a dividend of ' 3.50/- (Rupees Three
and Fifty Paise only) per equity share of ' 1/- each for
the financial year 2024-25. The aforesaid dividend will
involve a total payout of ' 12,852 Lacs and is subject

to the approval of Shareholders at the ensuing Annual
General Meeting of your Company. The proposed
dividend payout is in accordance with your Company's
Dividend Distribution Policy.

In accordance with the provisions of the Income Tax Act,
1961 as amended by and read with the provisions of the
Finance Act, 2020, with effect from April 1, 2020, dividend
declared and paid by any Company is taxable in the
hands of shareholders. Your Company shall, therefore,
be required to regulate deduction of tax at source (TDS)
at the time of payment of dividend in accordance with
the provisions of the Income Tax Act, 1961 read with the
Finance Act, 2020 and at the applicable rates of taxes.
The TDS rate may vary depending upon the residential
status of the shareholder and the documents submitted
to your Company.

Your Company will also be sending communication
to the shareholders informing them to submit the
necessary documents to enable your Company to
calculate the amount of tax required to be deducted
from the proposed dividend in respect of each eligible
shareholders. The aforesaid communication has been
sent via e-mail to those shareholders whose names
appear in the Register of Member as on August 1, 2025
and to those shareholders who have registered their
email id with your Company.

During the previous financial year, your Company had
paid a final dividend of ' 3.50/- (Rupees Three and
Fifty Paise only) per equity share of ' 1/- each for the
Financial Year 2023-24. The aforesaid dividend involved
a total payout of ' 12,852 Lacs.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved
and adopted a policy on Dividend Distribution
formulated in accordance with Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the Listing Regulations) and the
dividend is recommended in accordance with the said
policy.

The sub-regulation (1) of Regulation 43A of the Listing
Regulations has allowed the companies to provide
web-link of the Dividend Distribution Policy instead of
attaching it along with the Annual Report. However, for
the easy accessibility of the shareholders, your Company
has annexed to this report its Dividend Distribution
Policy as "Annexure - A" and has also uploaded the
same on your Company's website at the link:

http://www.jyothylabs.com/disclosure-under-

regulation-46-of-the-lodr/management-policies-

notices/#Management-Policies

ISSUE OF SHARES

a) Issue of Equity Shares with differential rights

During the year under review and to date, your
Company has not issued any shares with differential
rights, hence no information prescribed under the
provisions of Section 43(a)(ii) of the Companies
Act, 2013 (the Act) read with Rule 4(4) of the
Companies (Share Capital & Debentures) Rules,
2014 has been furnished.

b) Issue of Sweat Equity Shares

During the year under review and to date, your
Company has not issued any sweat equity shares.
Hence no information as per the provisions of
Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital & Debentures)
Rules, 2014 is furnished.

c) Issue of Employee Stock Option

During the year under review and to date, 56,476
Restricted Stock Units (RSU) were granted under
the Jyothy Labs Limited - Restricted Stock Units
Plan 2023.

SHARE CAPITAL

The Authorised Share Capital of your Company is
' 3,08,85,00,000/- consisting of: (a) 3,01,95,00,000
Equity Shares of the Face Value of ' 1/- each; (b) 30,000
11% Cumulative Redeemable Preference Shares of the
Face Value of ' 100/- each; and (c) 66,00,000 Preference
Shares of 10/- each.

The paid-up Equity Share Capital of your Company as
on March 31, 2025 stood at ' 36,72,14,511/- consisting
of 36,72,14,511 Equity Shares of the Face Value of
' 1/- each, fully paid-up. As on March 31, 2025, none
of the Directors of your Company holds instruments
convertible into equity shares of your Company.

During the year under review and to date, the Company
allotted 5,867 equity shares of ' 1/- each pursuant to the
exercise of Restricted Stock Units in terms of Restricted
Stock Units Plan 2023 of the Company.

DEBENTURES

During the Financial Year under review, your Company
did not issue any Debentures in terms of Section 42
and Section 71 of the Act read with Rule 14 of the
Companies (Prospectus and Allotment of Securities)
Rules, 2014 and Rule 18 of the Companies (Share
Capital and Debentures) Rules, 2014. No debentures
were redeemed during the Financial Year 2024-25.

CORPORATE UPDATE

During the year under review, your Company acquired
the laundry service brand Quiclo from Smartwash
Solutions Private Limited at a purchase consideration
of ' 70,00,000/-. The said acquisition is in line with the
laundry service business of the Company and will help
Company in strengthening its laundry service business
& customer base in Hyderabad.

The Company also commenced commercial operations
of its laundry service and dry-cleaning unit located at
Hyderabad.

Further, your Company received an intimation from
Western Railway-Ahmedabad Division whereby the
Company was informed to hand over its Laundry Service
Operations located at Coaching Depot- Kankaria,
Ahmedabad, Gujarat by April 30, 2025 as its Build-Own-
Operate-Transfer (BOOT) contract with Western Railway
has concluded. Further, the Company on April 30, 2025,
received an intimation from Office of Sr. Coaching
Depot officer, Western Railway-Ahmedabad Division,
advising the Company to extend its laundry operation
service and was mutually decided that the Company
shall continue regular laundry service operations upto
May 31, 2025.

Accordingly, the operations of one of the Dry Cleaning
and Laundry Service Units of the Company situated
at Kankaria, Ahmedabad, Gujarat (Ahmedabad Unit),
operating on BOOT model ceased with effect from May
31, 2025.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft
annual return for Financial Year 2024-25 prepared
in accordance with Section 92(3) of the Act is made
available on the website of your Company i.e. https://
www.jyothylabs.com/disclosure-under-regulation-46-
of-the-lodr/annual-report-2/#annual-report

NUMBER OF MEETINGS OF THE BOARD

Your Company's Board of Directors met 5 (five) times
during the financial year ended March 31, 2025 in
accordance with the provisions of the Act and the Rules
made thereunder. All the Board and the Committee
meetings during the financial year 2024-25, were held
physically and the facility to attend the meeting through
video conferencing in compliance with the provisions
of Section 173 of the Act read with Rule 3 of the
Companies (Meetings of Board and its Powers) Rules,
2014, as amended, was provided.

for Evaluation of Performance of Independent Directors,
Board, Committees and other individual Directors
which includes criteria for performance evaluation
of Non-Executive Directors and Executive Directors.
A questionnaire is formulated for evaluation of
performance of the Board, its committees and individual
Directors, after taking into consideration several aspects
such as board composition, strategic orientation, board
functioning and team dynamics.

An annual performance evaluation for the financial
year 2023-24 was carried out by the Board of Directors
and the Nomination, Remuneration and Compensation
Committee at their respective meeting held on May
15, 2024. The questionnaire was circulated to each
of the Directors and members of the Nomination,
Remuneration and Compensation Committee at the
time of performance evaluation conducted at their
respective meeting. The Directors and the Committee
members then filled-up the questionnaire and rated
the Board, its Committees and individual Directors and
duly filled in questionnaire were handed over to the
Company Secretary.

Performance evaluation of Independent Directors was
conducted by the Board of Directors, excluding the
Director being evaluated. The criteria for performance
evaluation of Independent Directors laid down by
the Nomination, Remuneration and Compensation
Committee include ethics and values, knowledge and
proficiency, diligence, behavioral traits, efforts for
personal development and independence in decision
making.

Similarly, performance evaluation of the Non¬
Independent Directors and the Board of Directors
was carried out by the Independent Directors of your
Company at its separate meeting held on May 15, 2024.
Your Directors expressed their satisfaction with the
evaluation process.

TRAINING OF INDEPENDENT DIRECTORS

All Independent Directors are familiarized with your
Company, their role, rights and responsibilities
in your Company, nature of the industry in which
your Company operates, business model, strategy,
operations and functions of your Company through
its Executive Director(s) and Senior Managerial
Personnel. The details of programs for familiarization
of Independent Directors with your Company are
available on the website of your Company at the link:
http://www.jyothylabs.com/disclosure-under-
regulation-46-of-the-lodr/management-policies-
notices/#Management-Policies

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Based on the recommendation of Nomination,
Remuneration and Compensation Committee, the
Board of Directors of your Company, at their meeting
held on May 15, 2024, appointed Ms. M. R. Jyothy
(DIN - 00571828) as the Chairperson of the Board of
Directors of the Company and re-designated her as the
Chairperson and Managing Director of the Company
effective from May 15, 2024.

Further, at the said meeting, the Board of Directors
also re-appointed Ms. M. R. Jyothy (DIN - 00571828)
as the Chairperson and Managing Director and Key
Managerial Personnel of your Company, not liable
to retire by rotation, in terms of the provisions of the
Act for a further period of 5 years commencing from
April 1, 2025 to March 31, 2030 (both days inclusive).
The members of the Company have approved her re¬
appointment as Chairperson and Managing Director of
the Company at its AGM held on July 25, 2024.

Further, during the year under review and up to the date
of this report, the following changes have taken place
in the composition of the Board of Directors and Key
Managerial Personnel of your Company:

• Based on the recommendation of the Nomination,
Remuneration and Compensation Committee of
the Company, the Board of Directors at its meeting
held on January 31, 2024, appointed Mr. Ananth
Rao T. (DIN - 02585410) as Whole-time Director
designated as Director - Operations & Commercial
of your Company, liable to retire by rotation, for a
period of 5 (five) consecutive years commencing
from April 1, 2024 to March 31, 2029 (both days
inclusive). The members of the Company have
approved his appointment as Whole-time Director
designated as Director - Operations & Commercial
of the Company, through Postal Ballot on March 7,
2024.

• Based on the recommendation of the Nomination,
Remuneration and Compensation Committee of
the Company, the Board of Directors at its meeting
held on January 31, 2024, appointed Mr. Ravi
Razdan (DIN - 08936083) as Whole-time Director
designated as Director - IT & HR of your Company,
liable to retire by rotation, for a period of 5 (five)
consecutive years commencing from April 1,
2024 to March 31, 2029 (both days inclusive).
The members of the Company have approved his
appointment as Whole-time Director designated
as Director - IT & HR of the Company, through
Postal Ballot on March 7, 2024.

• Based on the recommendation of the Nomination,
Remuneration and Compensation Committee of
the Company, the Board of Directors at its meeting
held on January 31, 2024, appointed Mr. Suresh
Balakrishna (DIN - 05207871) as an Independent
Director of your Company for a period of 5 (five)
consecutive years commencing from April 1,
2024 to March 31, 2029 (both days inclusive).
The members of the Company have approved his
appointment as an Independent Director of the
Company, through Postal Ballot on March 7, 2024.

• Mr. Sanjay Agarwal ceased to be Chief Financial
Officer and Key Managerial Person of the Company
with effect from August 21, 2024, on account of his
resignation from the services of the Company.

• The Board of Directors at their meeting held on
November 12, 2024, on the recommendation of
Nomination, Remuneration and Compensation
Committee of the Company, appointed Mr. Pawan
Kumar Agarwal as Chief Financial Officer and Key
Managerial Person of the Company with effect
from November 14, 2024.

The Board of Directors and Management placed on
record its sincere appreciation for the invaluable services
rendered by Mr. Sanjay Agarwal during his tenure as the
Chief Financial Officer of the Company.

The Company's Board is of the opinion that the
Independent Directors of your Company have fulfilled
the conditions as specified in the Listing Regulations,
are independent of management, possess requisite
qualifications, experience, proficiency and expertise in
the field of Business Strategy, Finance and Accounting,
Regulatory Framework, Corporate Governance, Risk
Management, Marketing and they hold highest
standards of integrity.

During the year under review, the Non-Executive
Directors of your Company had no pecuniary relationship
or transactions with your Company, other than sitting
fees, commission and reimbursement of expenses.

In accordance with the provisions of Section 152 of
the Act, Mr. Ananth Rao T. (DIN- 02585410), Director
- Operations & Commercial, retires by rotation at the
ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment

Apart from the aforesaid changes, there was no change
in Directors and Key Managerial Personnel of your
Company.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Act, your Company
has received necessary declarations from all the
Independent Directors under Section 149(7) of the Act
and Regulation 25(8) of the Listing Regulations declaring
that they meet the criteria of independence laid down
under Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations. All the Independent Directors
of your Company have complied with the provisions
of sub-rule (1) and (2) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014 by registering themselves under the data bank
of Independent Directors for lifetime. Your Company
has also formulated a Code of Conduct for Directors
and Senior Management Personnel and has obtained
declarations from all the Directors to the effect that they
are in compliance with the Code of Conduct.

MEETING OF INDEPENDENT DIRECTORS

Your Company's Independent Directors meet at least
once in every financial year without the presence of
the Executive Director(s) or Management Personnel of
your Company and the meeting is conducted informally.
During the year under review, one meeting of the
Independent Directors was held i.e. on May 15, 2024.

REMUNERATION POLICY

Your Company follows the policy on Nomination,
Remuneration and Compensation of Directors, Key
Managerial Personnel and other employees as approved
by the Nomination, Remuneration and Compensation
Committee and the Board of Directors of your Company
and the same has been uploaded on your Company's
website at https://www.jyothylabs.com/disclosure-

under-regulation-46-of-the-lodr/management-
policies-notices/#Management-Policies Salient

features of the said policy is annexed to this report as
"Annexure - B".

INSTANCES OF FRAUD, IF ANY, REPORTED BY
THE AUDITORS

There have been no instances of any fraud reported by
the Statutory Auditors under Section 143(12) of the Act.

AUDITORS & AUDIT REPORTS

Statutory Auditors and their Report

The Members at the 31^st Annual General Meeting held
on July 25, 2022, approved the appointment of M/s B S
R & Co. LLP, Chartered Accountants (Firm Registration
No.101248W/W-100022) as the Statutory Auditors of
your Company for a second term of 5 years commencing
from conclusion of the 31^st Annual General Meeting
till the conclusion of the 36^th Annual General Meeting.
Also, as per the Companies (Amendment) Act, 2017,
provisions of Section 139 of the Act have been amended,

wherein, the requirement of ratification of appointment
of Statutory Auditors at every AGM has been done
away with. Accordingly, appointment of M/s. B S R
& Co. LLP, Chartered Accountants (Firm Registration
No.101248W/W-100022) as Statutory Auditors of your
Company, will not be placed for ratification by the
members in the ensuing Annual General Meeting.

The Notes on financial statements referred to in the
Auditors' Report are self-explanatory and do not call for
any further comments. The Auditors' Report does not
contain any qualification(s), reservation(s) or adverse
remark(s).

Secretarial Auditors and their Report(s)

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company has
appointed M/s. Rathi & Associates, Practicing Company
Secretaries (Firm Registration No. P1988MH011900)
(Rathi & Associates) to conduct the Secretarial Audit
of your Company for the FY 2024-25. Your Company
has obtained Secretarial Audit Report for the Financial
Year 2024-25 in the prescribed Form MR-3 from Rathi &
Associates which forms part of the Annual Report and
is appended as "Annexure-C" to this Report. The report
does not contain any qualification(s), reservation(s)
or adverse remark(s) which calls for any explanation
from your Board of Directors. The said Auditors of the
Company have not reported any fraud as specified
under Section 143(12) of the Act.

In addition to the above Secretarial Audit and pursuant
to the requirement of Regulation 24A of the Listing
Regulations, M/s Rathi & Associates have also issued to
your Company, Annual Secretarial Compliance Report
for the financial year 2024-25 confirming compliances
of all laws, SEBI Regulations and circulars/ guidelines
issued thereunder, as applicable to your Company.

Regulation 24A of the Listing Regulations requires the
companies to annex to its Annual Report, a Secretarial
Audit Report, given by a Company Secretary in practice,
in the format prescribed by SEBI from time to time.
However, pursuant to the provision of SEBI Circular
No. CIR/CFD/CMD1/27/2019 dated February 8, 2019
and in order to avoid duplication, SEBI has allowed
companies to use the same Form No. MR-3 as required
under the Act and the rules made thereunder for the
purpose of compliance with Regulation 24A of the
Listing Regulations as well. Accordingly, your Company
in compliance with the said SEBI Circular has used the
same Form No. MR-3 as prescribed under the Act and the

rules made thereunder for the purpose of compliance
with Regulation 24A of the Listing Regulations as well

Further, in terms of the SEBI (Listing Obligations
& Disclosure Requirements) (Third Amendment)
Regulation, 2024, the Board has recommended the
appointment of Rathi & Associates as the Secretarial
Auditors of the Company for a term of five consecutive
financial years commencing from April 1, 2025 till
March 31, 2030. The appointment will be subject to the
members' approval at the forthcoming AGM.

Rathi & Associates have given their consent for the
proposed appointment as Secretarial Auditors of your
Company. They have further confirmed that the said
appointment, if made, would be in accordance with
Regulation 24(A) of SEBI LODR.

Cost Auditors and their Report

As per Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, as amended, the
Board of Directors of your Company on recommendation
of the Audit Committee, have re-appointed M/s R.
Nanabhoy & Co., Cost Accountants, Mumbai (Firm
Registration No. 000010) as the Cost Auditors to carry
out the cost audit of its products covered under the
Ministry of Corporate Affairs Order dated June 30, 2014
(as amended on December 31, 2014) for the financial
year 2025-26. The remuneration of Cost Auditors
has been approved by the Board of Directors on the
recommendation of the Audit Committee and the
requisite resolution for ratification of remuneration of
Cost Auditors by the members has been set out in the
Notice convening the 34^th Annual General Meeting of
your Company.

The re-appointment of M/s. R. Nanabhoy & Co., Cost
Accountants, Mumbai as the Cost Auditors of your
Company is within the prescribed limits of the Act and
free from any disqualifications specified thereunder.
Your Company has received the certificate from the
Cost Auditors confirming their independence and
relationship on an arm's length basis.

The Cost Audit Report for the financial year ended
March 31, 2024, issued by M/s. R. Nanabhoy & Co.,
Cost Auditors, in respect of the various products
prescribed under Cost Audit Rules does not contain any
qualification(s), reservation(s) or adverse remark(s) and
the same was filed with the Ministry of Corporate Affairs
on August 12, 2024. The Cost Audit Report for the
financial year ended March 31, 2025 will be filed with

the Ministry of Corporate Affairs within the prescribed
statutory time limit.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The details of Loans, Guarantees and Investments as
prescribed under Section 186 of the Act are appended
as "Annexure - D" and forms integral part of this Report.

RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, the particulars of
contracts or arrangements with related parties referred
to in Section 188(1) of the Act in the prescribed Form
AOC-2 is appended as "Annexure - E" to this Report.
During the year under review, your Company had
entered into contract(s)/arrangement(s)/transaction(s)
with related parties which were in ordinary course of
business and on arm's length basis and none of which
could be considered as material in accordance with
the policy of your Company on materiality of related
party transactions. Further, none of the contract(s)/
arrangement(s)/transaction(s) with related parties
required approval of Members as the same were within
the limits prescribed under Section 188(1) of the Act and
the Rules framed thereunder read with the provisions of
Regulation 23(4) of the Listing Regulations.

In line with the requirements of the Act and amendments
to the Listing Regulations, all Related Party Transactions
have been approved by the Audit Committee and
reviewed by it on a periodical basis.

The Policy on materiality of related party transactions
and dealing with related party transactions as approved
by the Board is available on the website of your Company
at the link: http://www.jyothylabs.com/disclosure-
under-regulation-46-of-the-lodr/management-
policies-notices/#Management-Policies

Attention of Members is also drawn to Note 32 to the
financial statements for the year ended March 31, 2025
which sets out the disclosures pertaining to related
party relationships and transactions as per the Indian
Accounting Standard (Ind AS) 24.

STATE OF THE COMPANY'S AFFAIRS
(MANAGEMENT DISCUSSION AND ANALYSIS)

In terms of the provisions of Regulation 34(2) of the
Listing Regulations, the Management Discussion and
Analysis Report of your Company's affairs for the year
under review is attached and forms an integral part of
this Annual Report.

TRANSFER TO RESERVES

Your Company did not transfer any sum to the General
Reserve or to the Debenture Redemption Reserve for
the Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material
changes and commitments which could affect your
Company's financial position have occurred between
the end of the financial year 2024-25 and to the date
of this Report.

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

The particulars relating to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo, as required to be disclosed under Section
134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 are annexed herewith as
"Annexure - F" to this Report.

RISK MANAGEMENT

In terms of Regulation 21 of the Listing Regulations, the
Board of Directors of your Company constituted the Risk
Management Committee. Consequent to the retirement
of Mr. Nilesh Mehta as an Independent Director of the
Company with effect from the closing hours of March 31,
2024 upon completion of his second term of office as an
Independent Director, he also ceased to be a Chairman
and member of Risk Management Committee. The Board
of Directors at their meeting held on March 14, 2024,
re-designated Mr. Aditya Sapru, Independent Director
and Member of the Risk Management Committee as the
Chairman of the Risk Management Committee effective
from April 1, 2024 .

Accordingly, the Risk Management Committee
comprises of the following Directors/Executives of your
Company as Members of the Committee as on March
31, 2025:

1. Mr. Aditya Sapru, Independent Director- Chairman;

2. Ms. M. R. Jyothy, Chairperson and Managing
Director- Member;

3. Mr. Ananth Rao T, Director - Operations &
Commercial - Member; and

4. Mr. Ravi Razdan, Director - IT & HR- Member.

The Risk Management Committee has been entrusted
with the powers such as monitoring and reviewing of
the risk management plans/policies; appointing various

functionaries; deciding the role and responsibilities of
various functionaries; evaluating risk including cyber risk
to your Company as a whole and also control measures/
security; such other powers as may be delegated by
the Board of Directors from time to time. The Risk
Management Committee of your Company met twice
during the Financial Year 2024-25 i.e. on July 16, 2024
and January 7, 2025. Mr. Aditya Sapru chaired the said
meetings of the Risk Management Committee.

The Board of Directors of your Company has designed a
Risk Management Policy in a structured manner taking
into consideration the following factors and the same is
being monitored on a periodic basis by your Company:

1. The Management Approach;

2. Vision & Mission;

3. Key Business Goals;

4. Risk Library; and

5. Risk Management Focus.

Also, the Management has adopted the following 5 step
approach keeping in view your Company's Vision and
Mission:

1. Identifying 'Key' Business goals;

2. Identifying the Risk Management focus;

3. Identifying Business risks;

4. Prioritizing the identified Business Risks; and

5. Rating the current Risk Management capability for
identified risks.

Further, your Company has identified Key Business
Goals on which the management would focus for a five-
year horizon and a library of risk events which could be
a bottleneck in achieving the same.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has been a firm believer that each
and every individual including an artificial person owe
something to the society at large. Mr. M. P. Ramachandran,
Chairman Emeritus of your Company even before the
inception of Corporate Social Responsibility provisions
under the Act, has been involved in charitable and social
activities in his individual capacity.

Your Company for the financial year 2024-25 was
required to spend an amount of ' 616.67 Lacs (2% of
the average net profits of last three financial years)
towards Corporate Social Responsibility (CSR) activities.
However, your Company for the financial year 2024¬
25 has spent an aggregate amount of ' 621.72 Lacs
towards the CSR activities mentioned in the Annual

Action Plan of the Company for the financial year 2024¬
25, as approved by the Board of Directors.

The Annual Report on CSR activities that includes
details about brief outline on CSR Policy developed
and implemented by your Company, composition of
CSR Committee and CSR initiatives taken during the
financial year 2024-25 in accordance with Section 135
of the Act and other details required to be disclosed as
per the latest format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as
amended from time to time is annexed herewith as
"Annexure - G" to this Report.

Details about the CSR Policy adopted and formulated by
your Company can be accessed from your Company's
website at the link:

http://www.jyothylabs.com/disclosure-under-

regulation-46-of-the-lodr/management-policies-

notices/#Management-Policies

The Annual Action Plan for the financial year 2025-26
as recommended by the Corporate Social Responsibility
Committee and approved by the Board of Directors of
your Company at their respective Meetings held on May
12, 2025 has also been uploaded on your Company's
website at the link: https://www.jyothylabs.com/wp-
content/uploads/2025/07/CSR-Annual-Action-Plan-
for-FY-2025-26.pdf

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in
the nature of business of your Company.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE
COMPANIES/JOINT VENTURES

A statement containing the salient features of the
financial statements of your Company's Subsidiaries,
Associates and Joint Venture Companies in the
prescribed format AOC-1 is presented in separate
section forming part of the financial statements and
hence not repeated here in this Report for the sake of
brevity. Policy for determining material subsidiaries,
formulated and adopted by your Company can be
accessed from your Company's website at the link:
http://www.jyothylabs.com/disclosure-under-
regulation-46-of-the-lodr/management-policies-
notices/#Management-Policies

During the year under review and to date, the Board
of Directors of the Company at their meeting held on
March 25, 2025, on basis of recommendation of the
Audit Committee approved the sale of Company's entire
equity stake in Jyothy Kallol Bangladesh Limited (JKBL) to
Kallol Enterprise Limited for an aggregate consideration
of Bangladeshi Taka 3,01,92,134. Further, the Company

executed a Share Purchase Agreement (SPA) with the
Kallol Enterprise Limited for sale of its entire equity
stake in JKBL i.e. 75% of the paid-up share capital of
JKBL. Accordingly, JKBL ceased to be a subsidiary of the
Company with effect from March 25, 2025.

Except as stated above, no Company has become or
ceased to be your Company's subsidiary, joint venture
or associate company during the financial year 2024-25.

FIXED DEPOSITS

Your Company did not accept/renew any fixed deposits
from public and no fixed deposits were outstanding or
remained unclaimed as on March 31, 2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant and material orders passed
by any Regulator/Court that would impact the going
concern status of your Company and its future
operations.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls adopted and followed
by your Company are adequate and are operating
effectively. Your Company has adopted a dynamic
Internal Financial Controls framework based on the
best practices followed in the industry. Under the said
framework, Risk and Control Matrix are defined for the
following process(es):-

1. Fixed Assets;

2. Financial Statement Closing Process;

3. Information Technology;

4. Inventory Management;

5. Marketing and Advertising;

6. Payroll;

7. Production Process;

8. Taxation; and

9. Treasury.

M/s. MGB & Co. LLP., Chartered Accountants have been
entrusted with the responsibility of testing the controls
identified and implemented by your Company for all the
aforesaid processes.

During the year under review, no material or serious
observations have been received from the Internal
Auditors of your Company regarding inefficiency or
inadequacy of such controls.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company
are prepared in accordance with the relevant Indian

Accounting Standards issued by the Central Government
under Section 133 of the Act and forms integral part of
the Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under
Regulation 34(3) read with Schedule V of the Listing
Regulations together with the Certificate received from
M/s. Rathi & Associates, Practicing Company Secretaries,
confirming compliance of Corporate Governance
requirements is attached and forms an integral part of
this Annual Report.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Company has been conducting business in a
sustainable manner and to create maximum value
for all its stakeholders. Business Responsibility and
Sustainability Report for FY 2024-25 in accordance with
Regulation 34(2)(f) of the Listing Regulations, forms an
integral part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has
complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board
Meetings and General Meetings.

REMUNERATION/COMMISSION FROM ANY OF
ITS SUBSIDIARIES

During the year under review, neither the Chairperson
and Managing Director nor the Whole-time Directors
of your Company received any remuneration or
commission from any of its subsidiaries.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

During the year under review and to date, the
Nomination, Remuneration and Compensation
Committee of the Board:

• Granted 56,476 Restricted Stock Units (RSUs) to
the eligible employees of the Company under the
Jyothy Labs Limited- Restricted Stock Units Plan
2023 (RSU Plan 2023).

• Vested 5,867 RSUs to the eligible employees of the
Company, subject to provisions of RSU Plan 2023.

• Allotted 5,867 equity shares of 1/- each pursuant
to the exercise of Restricted Stock Units in terms of
Restricted Stock Units Plan 2023 of the Company.

The disclosures as required under Regulation 14 of
SEBI (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 ("SEBI SBEBSE Regulations") have
been placed on the website of the Company at www.
jyothylabs.com.

A certificate from M/s. Rathi & Associates, Practicing
Company Secretaries, Secretarial Auditors of the
Company certifying that the RSU Plan 2023 has
been implemented in accordance with SEBI SBEBSE
Regulations pursuant to the resolution passed by the
Shareholders, will be available for electronic inspection
at the ensuing Annual General Meeting.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has a Vigil Mechanism in place which
includes a Whistle Blower Policy in terms of the Listing
Regulations for Directors and Employees of your
Company to provide a mechanism which ensures
adequate safeguards to Employees and Directors
from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect
or misrepresentation of any financial statements and
reports etc.

The Vigil Mechanism/Whistle Blower Policy of your
Company can be accessed from your Company's
website at the link:

http://www.jyothylabs.com/disclosure-under-

regulation-46-of-the-lodr/management-policies-

notices/#Management-Policies

Your Company has put in place a mechanism in
consonance with the requirements of Section 177 of
the Act and Regulation 18(3) of the Listing Regulations
for the Directors, employees and other stakeholders
to report genuine concerns about unethical behavior,
actual or suspected fraud or violation of the Code
of Conduct or policy framed by your Company. All
Protected Disclosures can be reported by the Whistle
Blower in writing or through call on the following
number i.e. 18601232120 or Hotline number i.e.
022-66892804 or alternatively, the same can also be
sent through email on whistleblower@jyothy.com with
the subject "Protected disclosure under the Whistle
Blower Policy".

The Whistle Blowers have a right/option to report their
concerns about unethical behaviour, actual or suspected
fraud or violation of the Codes of Conduct or policy
directly to the Chairperson of the Audit Committee.
During the year under review, no protected disclosure
from any Whistle Blower was received by the designated
officer under the Vigil Mechanism.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control systems
and procedures in place for effective and smooth conduct
of business and to meet exigencies of operation and
growth. Your Company has set up Standard Operating
Process (SOP), procedures and controls apart from
regular Internal Audits. Roles and responsibilities have
been laid down for each process owner. A Management
Information System has been established which ensures
that adequate and accurate information is available for
reporting and decision making.

Internal Audit is conducted by an independent firm viz.
M/s. Mahajan & Aibara LLP, Chartered Accountants.

Internal Auditors regularly check the adequacy of
the system, their observations are reviewed by the
management and remedial measures, as necessary,
are taken. Internal Auditors report directly to the
Chairperson of the Audit Committee to maintain its
objectivity and independence.

Your Company has also implemented a Compliance Tool
software mechanism viz. "Legatrix" designed by Legasis
Services Private Limited which ensures compliance with
the provisions of all applicable laws to your Company
adequately and effectively.

TRANSFERS TO INVESTOR EDUCATION AND
PROTECTION FUND

Transfer of Equity Shares:

Pursuant to the provisions of Section 124(6) of the
Act and the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, all the equity shares of the Company in
respect of which dividend amounts have not been paid
or claimed by the Shareholders for seven consecutive
years or more are required to be transferred to demat
account of the Investor Education and Protection Fund
Authority (IEPF Authority).

Accordingly, 26,091 shares belonging to 495
Shareholders of your Company were transferred to
Demat Account of IEPF Authority September 27, 2024.
Your Company had sent individual notice to all the
aforesaid members and had also published the notice in
the leading English and Marathi newspapers. The details
of the aforesaid members are available on website of
your Company i.e. wwwjyothylabs.com.

Transfer of Unpaid/Unclaimed Dividend:

Pursuant to the provisions of Section 124(5) of the Act,
the dividend which remained unclaimed/ unpaid for
a period of seven years from the date of transfer to
unpaid dividend account is required to be transferred

to the Investor Education and Protection Fund (IEPF)
established by the Central Government.

As a result, the unclaimed/unpaid dividend pertaining to
the financial year 2016-17 which remained unpaid and
unclaimed for a period of 7 years has been transferred
by your Company to the IEPF.

Your Company has uploaded the details of unclaimed/
unpaid dividend for the financial year 2016-17
onwards on its website i.e. www.jyothylabs.com and
on website of the Ministry of Corporate Affairs i.e.
www.mca.gov.in and the same gets revised/updated
from time to time pursuant to the provisions of IEPF
(Uploading of Information Regarding Unpaid and
Unclaimed Amount Lying with Companies) Rules, 2012.

Further, the unpaid final dividend amount pertaining
to the financial year 2017-18 will be transferred to IEPF
during the Financial Year 2025-26.

EMPLOYEE RELATIONS

Your Company has always provided a congenial
atmosphere for work to all its employees that is free
from discrimination and harassment. Employee relations
remained cordial during the year under review.

MANUFACTURING FACILITIES

Your Company has state-of-the-art facilities at all of
its 23 Plants spread across India. Furthermore, five
manufacturing plants of your Company situated at
Roorkee, Wayanad, Jammu, Pithampur and Puducherry
are ISO 9001:2015 certified, Puducherry manufacturing
plant is also ISO 45001:2018 certified and all of the
manufacturing plants are ISO 14001:2015 (Environment
Management System) certified.

PREVENTION OF SEXUAL HARASSMENT

Your Company has framed 'Anti - Sexual Harassment
Policy' at workplace and has constituted an Internal
Complaints Committee (ICC) as per the requirement of
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
framed thereunder. No complaints with allegations of
any sexual harassment were reported during the year
under review.

MATERNITY BENEFIT

Your Company has a Maternity Support Programme
which is in compliance with the provisions of the
Maternity Benefit Act, 1961.

PARTICULARS OF EMPLOYEES

The information in terms of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is

given in "Annexure H" and forms part of the Director's
Report for the year ended March 31, 2025. Further,
the statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rule, 2014 is given in an Annexure and
forms part of this report. In terms of Section 136(1) of
the Companies Act, 2013, the annual report and the
financial statements are being sent to the Members
excluding the aforesaid Annexure. The Annexure is
available for inspection and any Member interested
in obtaining a copy of the Annexure may write to the
Company Secretary of the Company.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

Your Company filed an application before the Hon'ble
National Company Law Tribunal, Chennai Bench (NCLT)
as a financial creditor to initiate corporate insolvency
resolution process under Section 7 read with Chapter II
of Part II/ Under Chapter IV of Part II of the Insolvency
and Bankruptcy Code, 2016 (Code) against Abhiraami
Chemicals Limited (ACL) and the Hon'ble NCLT admitted
the application vide order dated October 04, 2021.

In view of the fact that ACL did not have any business
operations since the Financial Year 2015-16, the
Committee of Creditors (CoC) at its meeting held on
November 26, 2021, recommended and approved
the liquidation of ACL. Subsequently, the Resolution
Professional filed an application for initiation of
liquidation before the Hon'ble NCLT and the Hon'ble
NCLT vide its order dated September 19, 2022 had
allowed for liquidation of ACL and appointed the
Resolution Professional as the Liquidator in this matter.

Further, the Stakeholders Consultation Committee
(SCC) of ACL at its meeting held on September 14, 2023,
took note of the activities undertaken by the Liquidator
in this matter including the recovery process and noted
the asset memorandum submitted by the Liquidator
along with the order received from the Hon'ble NCLT.
The SCC was further satisfied with the recovery process
and agreed on complete liquidation of the assets of
ACL and subsequent distribution of proceeds to the
stakeholders. The Company being a financial creditor
received an amount as per its entitlement on September
14, 2023 as per provisions of Section 53 of the Code.
The ACL liquidation was taken up for final hearing by
the Hon'ble NCLT on May 2, 2024 and after hearing the
case, the matter was reserved for orders. Further, the

Hon'ble NCLT vide its Order dated May 9, 2024 passed
Order for dissolution of ACL.

Also, based on the application filed by your Company
under Section 9 of the Act read with Rule 6 of the Code
before the Hon'ble National Company Law Tribunal,
Chennai Bench (NCLT) as the Financial Creditor to
initiate corporate insolvency resolution process against
Khadyota Kishan Foundation (KRDC), the Hon'ble NCLT
admitted the Application of your Company vide its order
dated November 9, 2022. Thereafter, the Committee of
Creditors (CoC) vide its meeting held on February 10,
2023 approved and resolved liquidation of KRDC and
filed an application to commence liquidation process
which is pending hearing before the Hon'ble NCLT.

DETAILS OF DIFFERENTIAL VALUATION:

In absence of Company having any 'one-time settlement'
either from bank or financial institution during the year
under review; the requirement stated in sub-rule (5)
(xii) of rule 8 of the Companies (Accounts) Rules, 2014
pertaining to furnishing details of differential valuation
etc. is not applicable.

CAUTIONARY NOTE

Certain statements in the "Management Discussion
and Analysis" section may be 'forward-looking'. Such
'forward looking' statements are subject to risks and
uncertainties and therefore actual results could be
different from what your Directors envisage in terms of
future performance and outlook.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for
the contribution and commitment of the employees of
your Company at all levels and for the excellent support
provided by the members, customers, distributors,
suppliers, bankers, media and other stakeholders,
during the financial year under review. Your Company
looks forward to continued and unstinted support
in its endeavor to make lives of consumers better by
providing world class products at affordable price.

For and on behalf of the Board of Directors
For Jyothy Labs Limited

sd/-

M. R. Jyothy

Place: Mumbai Chairperson and Managing Director
Date: August 12, 2025 (DIN: 00571828)