Dear Members,

Your Company's Board of Directors is pleased to present to you the 35 th Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL PERFORMANCE

Your Company's financial performance for the Financial Year ended March 31, 2026 compared with previous Financial Year is summarised below: ( Rs. in Lakhs)

The foregoing financial performance highlights are an abstract of the Financial Statements of your Company for the financial year 2025-26. The detailed Financial Statements of your Company form part of this Annual Report and have also been made available on your Company's website i.e. www.jyothylabs.com.

PERFORMANCE HIGHLIGHTS

The Revenue from operations of your Company for the financial year 2025-26 was up by 3.5% and stood at Rs. 294,429 Lakhs compared to Rs. 284,392 Lakhs in the previous financial year. The net profit for the financial year 2025-26 amounted to Rs. 33,319 Lakhs.

DIVIDEND

Your Board is pleased to recommend for your consideration, a dividend of Rs. 3.50 (Rupees Three and Fifty Paise only) per equity share of Rs. 1/- each for the financial year 2025-26. The aforesaid dividend will involve a total payout of Rs. 12,853 Lakhs 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, 2025, which has come into force with effect from April 1, 2026, read with the notified Income Tax Rules, 2026 and the Finance Act, 2025, dividend declared and paid by a Company is taxable in the hands of the shareholders. Your Company shall, therefore, be required to deduct tax at source (TDS) at the time of payment of dividend in accordance with the provisions of section 393 of the Income Tax Act, 2025 read with the applicable Rules and at the rates prescribed thereunder. The TDS rate may vary depending upon the residential status of the shareholder, the threshold limits prescribed under the Act, and the documents/declarations submitted by the shareholder 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. Your Company is in process of emailing the aforesaid communication to those shareholders whose names appear in the Register of Member as on May 22, 2026 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 Rs. 3.50 (Rupees Three and Fifty Paise only) per equity share of Rs. 1/- each for the Financial Year 2024-25. The aforesaid dividend involved a total payout of Rs. 12,852 Lakhs.

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 easy accessibility by 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: https://www.jyothylabs.com/investor/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 and 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 and Debentures) Rules, 2014, has been furnished.

c) Issue of Employee Stock Option

During the year under review and to date, 91,767 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 Rs. 3,08,85,00,000/- consisting of:

(a) 3,01,95,00,000 Equity Shares of the Face Value of Rs. 1/- each;

(b) 30,000 11% Cumulative Redeemable Preference Shares of the Face Value of Rs. 100/- each; and

(c) 66,00,000 Preference Shares of Rs. 10/- each.

The paid-up Equity Share Capital of your Company as on March 31, 2026 stood at Rs. 36,72,14,511/- consisting of 36,72,14,511 Equity Shares of the Face Value of Rs. 1/- each, fully paid-up. As on March 31, 2026, none of the Directors of your Company holds instruments convertible into equity shares of your 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. Hence, no debentures were redeemed during the Financial Year 2025-26.

CORPORATE UPDATE

During the year under review, your Company concluded its Dry Cleaning and Laundry Service operations at its unit situated at Coaching Depot – Kankaria, Ahmedabad, Gujarat (operating on Build-Own-Operate-Transfer model with Western Railway – Ahmedabad Division) w.e.f. May 31, 2025.

Further, the Exemption Order received from SEBI under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, dated October 16, 2025, granted exemption from the open offer requirement regarding inter-se off market transfer by way of gift of 64,11,011 Equity Shares of Re. 1/- each held by Mr. M. P. Ramachandran, Promoter of the Company and of 14,36,39,870 Equity Shares of Re. 1/- each held by Ms. M. G. Shanthakumari, member of the Promoter Group of the Company to M. P. Ramachandran Family Trust I and M. P. Ramachandran Family Trust II respectively. The same was in order to streamline succession planning and provide for the welfare of family members of the Promoter and Promoter Group. The promoter group and the public shareholding remains unaffected.

During the previous financial year, the Board of Directors of your Company, at its meeting held on March 25, 2025, approved the sale of the Company's entire equity stake in Jyothy Kallol Bangladesh Limited ("JKBL"), a subsidiary of your Company, to Kallol Enterprise Limited. Pursuant thereto, your Company executed a Share Purchase Agreement with Kallol Enterprise Limited and divested its entire 75% equity stake in JKBL to Kallol Enterprise Ltd for a consideration of BDT 3,01,92,134 which was received by your Company on September 10, 2025.

Subsequent to the close of the financial year ended March 31, 2026, a fire incident occurred on April 29, 2026, at C&FA-operated warehouse of your Company located in Punjab. The incident was promptly brought under control on the same day and there was no loss of human life or injury. Your Company initiated necessary insurance claim formalities and, based on the preliminary assessment carried out by the management, the said incident is not expected to have any material impact on the operations or financial position of your Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the annual return for Financial Year 2025-26 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, 2026, in accordance with the provisions of the Act and the Rules made thereunder. During the financial year 2025-26, all meetings of the Board and its Committees were held physically. The facility to participate through video conferencing or other audio-visual means, in compliance with Section 173 of the Companies Act, 2013 read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, was also made available to the Directors.

The meetings were held on May 12, 2025, August 12, 2025, November 12, 2025, February 9, 2026 and March 10, 2026, respectively.

AUDIT COMMITTEE

The Audit Committee of your Company consists of all Independent Directors. The detailed composition of the Audit Committee is provided in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the Audited Financial Statements of your Company for the financial year ended March 31, 2026, the Board of Directors of your Company hereby confirms that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with the requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;

b. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2026 and of the profit of your Company for the year ended on that date;

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

d. your Directors have prepared annual accounts of your Company on a going concern basis;

e. your Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively; and

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

PERFORMANCE EVALUATION

In accordance with the Act and Regulation 4(2)(f) of the Listing Regulations, your Company has framed a Policy for Evaluation of Performance of Independent Directors, Board, its 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 2025-26 was carried out by the Board of Directors and the Nomination, Remuneration and Compensation Committee at their respective meetings held on May 4, 2026. 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 meetings. 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 4, 2026. 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 Management Personnel. The details of programs for familiarization of Independent Directors with your Company are available on the website of your Company at the link: https://www.jyothylabs.com/investor/management-policies-notices/#Management-Policies

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of Mr. Aditya Sapru (DIN: 00501437), Independent Director will expire on March 27, 2027. Based on the recommendation of the Nomination, Remuneration and Compensation Committee at its meeting held on May 4, 2026, the Board of Directors of your Company approved the re-appointment of Mr.Aditya Sapru(DIN:00501437)as Independent Director of your Company for a further consecutive period of 5 years commencing from March 28, 2027 upto March 27, 2032 (both days inclusive). In the opinion of the Board, Mr. Sapru is a person of integrity and has the required expertise and experience (including proficiency) for re-appointment as an Independent Director.

Further as per the requirements of Section 149 of the Act and Regulation 17(1C) of the Listing Regulations, a special resolution for the re-appointment of Mr. Aditya Sapru as Independent Director of your Company forms an integral part of the Notice of the ensuing 35 th Annual General Meeting (AGM).

Further, on the basis of the resolution passed by the shareholders at the AGM held on July 25, 2024, Ms. M. R. Jyothy (DIN: 00571828) assumed her office as the Chairperson and Managing Director and Key Managerial Personnel of your Company, effective from April 1, 2025.

Your 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. Ravi Razdan (DIN: 08936083), Director - IT & HR, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Apart from the aforesaid, 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 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 12, 2025.

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 are 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 AGM 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 AGM till the conclusion of the 36 th AGM. 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 AGM.

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)

The Board appointed M/s. Rathi & Associates, Practising Company Secretaries (Firm Registration No. P1988MH011900), to conduct the secretarial audit. The report is annexed as Annexure – C . Further, your Company undertakes secretarial audit every year under Section 204 of the Companies Act, 2013. The audit for the financial year 2025-26 was conducted by M/s. Rathi & Associates. The report did not contain any qualification, reservation or adverse remark or disclaimer. The secretarial audit report of your Company forms a part of the Annual Report as per requirements of the Listing Regulations.

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 Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly, your Company has made and maintained such accounts and records for the financial year ended March 31, 2026.

Further, the Board of Directors of your Company on recommendation of the Audit Committee, have reappointed 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 2026-27. 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 35 th AGM 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, 2025, 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 September 3, 2025. The Cost Audit Report for the financial year ended March 31, 2026, 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 annexed 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 annexed 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: https://www.jyothylabs.com/investor/management-policies-notices/#Management-Policies

Attention of Members is also drawn to Note 31 to the financial statements for the year ended March 31, 2026, 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 2025-26 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.

Accordingly, the Risk Management Committee comprises of the following Directors/Executives of your Company as Members of the Committee as on March 31, 2026:

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 thrice during the Financial Year 2025-26 i.e. on June 27, 2025, January 21, 2026 and February 23, 2026. 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. Visi on & 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 2025-26 was required to spend an amount of Rs. 817.48 Lakhs (2% of the average net profits of last three financial years) towards Corporate Social Responsibility (CSR) activities. However, your Company for the financial year 2025-26 has spent an aggregate amount of Rs. 820.03 Lakhs towards the CSR activities mentioned in the Annual Action Plan of the Company for the financial year 2025-26, 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 2025-26 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: https://www.jyothylabs.com/investor/management-policies-notices/#Management-Policies

The Annual action plan for the financial year 2026-27 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

4, 2026 has also been uploaded on your Company's website at the link: https://www.jyothilabs.com/wp-content/uploads/2026/05/CSR/Annual-Action-Plan-for-2026-27.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

As on March 31, 2026, your Company has no subsidiaries, associate companies / joint ventures.

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, 2026.

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.

MGB Advisors 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.

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, Practising 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)

Your 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 2025-26 in accordance with Regulation 34(2)(f) of the Listing Regulations, forms an integral part of this Annual Report.

COMPLIANCEWITHSECRETARIALSTANDARDS

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, your Company does not have any subsidiaries. Accordingly, neither the Chairperson and Managing Director nor the Wholetime Directors of the Company received any remuneration or commission from subsidiary companies.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

During the year under review and to date, the Nomination, Remuneration and Compensation Committee of the Board granted, vested and allotted RSUs as per below table:

Scheme Grant Vested Allotted

Jyothy Labs Limited- 2,44,687 # 15,592 $ 5,867* Restricted Stock Units Plan 2023 (RSU Plan 2023) # The granted RSUs, are exercisable into the same number of equity shares of Re.1/- each of your Company. $ RSUs are vested to eligible employees, subject to the provisions of the scheme, statutory provisions as may be applicable from time to time and the rules and procedures set out by your Company in this regard.

*5,867 RSUs were allotted in the Financial Year 2024-25

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 your Company at www. jyothylabs.com.

A certificate from M/s. Rathi & Associates, Practising 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 AGM.

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: https://www.jyothylabs.com/investor/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.

How to Report?

18601232120/ 022-66892804

Closed and secured envelope to be super scribed as "Protected disclosure under the Whistle Blower policy" Address : 'Ujala House' Ramakrishna Mandir Road, Kondivita, Andheri (East), Mumbai - 400 059

Email with subject line "Protected disclosure under the Whistle Blower policy" at whistleblower@jyothy.com

Whom to Report?

Head - Legal & Company Secretary

Chairperson & Managing Director

Chairperson of 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, 4,43,457 shares belonging to 9,992 Shareholders of your Company were transferred to Demat Account of IEPF Authority on October 6, 2025. 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. www.jyothylabs.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 consecutive years from the date of transfer to unpaid dividend account is required to be transferred to the IEPF Authority established by the Central Government.

As a result, the unclaimed/unpaid dividend pertaining to the financial year 2017-18 which remained unpaid and unclaimed for a period of seven consecutive years has been transferred by your Company to the IEPF Authority.

Your Company has uploaded the details of unclaimed/ unpaid dividend for the financial year 2017-18 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 2018-19 will be transferred to IEPF during the Financial Year 2026-27.

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 constituted an Internal Complaints Committee (ICC) in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. During the financial year 2025-26: (a) Number of complaints received: Nil; (b) Number of complaints disposed of: Nil; (c) Number of cases pending for more than ninety days: Nil.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the POSH Act, 2013.

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) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement containing particulars of employees is annexed as " Annexure – H " and forms part of the Directors' Report for the year ended March 31, 2026. 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 DIFFERENCE BETWEEN THE AMOUNT OF 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