2. Dividend
The Directors are pleased to recommend a dividend of ?1.25/- per share
(125%) on Equity Shares of ?!/- each for the year ended March 31st, 2025.
The Final Dividend, subject to the approval of Members at the AGM on
Monday, 29th September 2025, will be paid on or after Friday, 3rd
October 2025, to the Members whose names appear in the Register of Members, as on Monday,
22nd September 2025, being the cut-off date, i.e. one day prior to the
commencement of the Book Closure dates, i.e. Tuesday, 23rd September, 2025 to
Monday, 29th September, 2025 (both days inclusive).
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the Final
Dividend after deduction of tax at source (TDS)
3. State of the Company's Affairs and Operations:
Income for the year under review, was ?21,931/- lakhs as against
?17,553/- Lakhs in the previous year. The profit before tax after exceptional item was
?2,156/- Lakhs as against ?1,343/- Lakhs in the previous year. Generally, business should
continue to progress. Barring unforeseen circumstances, there should be improved results
in the current financial year 2025-26.
4. Performance of Subsidiary Companies
As on the date of this Annual Report, the Company has 4 (Four)
subsidiaries and 1 (one) joint venture company. A list of the companies that were
considered in the Consolidated Financial Statements (CFS) for the year ended 31st
March, 2025 is included in the notes to the CFS. The CFS, prepared in accordance with
Section 129(3) of the Act, and the applicable Accounting Standards, forms part of this
Annual Report. Additionally, a separate statement containing the salient features of the
financial statements of all subsidiaries and joint venture, in prescribed Form AOC-1, is
attached to the Financial Statements of the Company. This statement provides details of
the performance and financial position of each subsidiary and the performance of the joint
venture. The audited financial statements, together with related information and other
reports of each of the subsidiary companies are available on the Company's website at https://-
iosts.com/uploads/investor/policies/Policy-on-Material-Subsidiary-06-11-2019.pdf The
summary of performance of the Company's subsidiaries is provided as
below:
MHE Rentals India Private Limited ("MHE
Rentals")
MHE Rentals India Private Limited ('MHE') is a Wholly Owned Subsidiary
of the Company and is engaged in equipment rental business. For the year ended March 31st,
2025, the turnover was ?1424.89/- lakhs as against ?1311.08 lakhs in the previous year.
The Profit for the year ended March 31st, 2025 was ? 82.62/- lakhs as against
profit of ?83.65/- lakhs in the previous year.
Josts Engineering Inc.
Josts Engineering Inc. is a Wholly Owned Subsidiary of the Company and
is engaged in trading of Engineered goods. For the year ended March 31st, 2025,
the turnover was ?340/- lakhs as against ?61.63/- lakhs in the previous year. The Profit
for the year ended March 31st, 2025 was ?91.67/- lakhs as against profit of
?23.52/- lakhs in the previous year.
JECL Engineering Limited
JECL Engineering Limited ('JECL') is a Wholly Owned Subsidiary of the
Company and is engaged in the business of Manufacturing of Material Handling Equipments.
JECL has commenced its commercial production of Material Handling Equipments at its
factory located at Plot No. L-5, Add. MIDC, Kudawali Village, Murbad, Maharashtra, on 1st
April, 2025. Income for the year under review, was ?621.08/- Lakhs. The Profit for the
year ended March 31st, 2025 was ?32.91/- lakhs against loss of ?15.66/- Lakhs
during the previous year.
Josts Foundation
Josts Foundation, a not-for-profit company incorporated on 9th
August, 2024, was established with the objective of undertaking Corporate Social
Responsibility (CSR) initiatives. During the year under review, the Foundation set up the
Chhatrapati Shivaji Maharaj Skill Centre at Murbad, aimed at providing vocational training
to the local community and successfully trained students who enrolled in the program. In
addition, the Foundation undertook a tree plantation drive, planting 1,000 saplings in and
around the factory premises located at Plot No. L-5, Addl. MIDC, Kudawali Village, Murbad,
Maharashtra.
Suryavayu Renewable and Energy Solutions Private
Limited
Suryavayu Renewable and Energy Solutions Private Limited ('SRESPL') was
incorporated as Joint venture on 9th December, 2024 to execute EPC Projects in
Power sector and to do business in Renewable energy sector, and such other matters as may
be agreed from time to time. The Company holds 50% of the Equity Share Capital of the
Joint Venture, resulted as an Associate of the Company. SRESPL is yet to commence its
operations.
5. Share Capital
The Authorised Share Capital of the Company at the beginning of the
financial year was ?1,00,00,000/- (Rupees One Crores Only) divided into 50,00,000 (Fifty
Lakhs) Equity Shares of ? 2/- (Rupees Two) each.
The Paid-up Share Capital of the Company at the beginning of the
financial year was ?97,78,730 consisting of 48,89,365 equity shares of ?2/- each.
During the Financial year 2024-25, with the approval of the
Shareholders at Annual General Meeting held on 16th September, 2024:
i) the Authorized Share Capital of the Company was increased from ?
1,00,00,000/- (Rupees One Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares
of ?2/- (Rupees Two) each to ? 10,00,00,000/-(Rupees Ten Crores Only) divided into
500,00,000 (Five Crores) Equity Shares of ?2/- (Rupees Two) each.
ii) the authorized, issued, subscribed and paid up equity share capital
of face value of ? 2/- each stands sub-divided into equity shares of face value of ? l/-
(Rupees One) each with effect from 15th November, 2024 (Record date).
Further, during the Financial Year 2024-25, the Company has allotted
2,00,000 equity shares of ?1/- each of the Company on 4th December, 2024,
towards conversion of warrants issued on preferential basis.
As a result of the above stock split and allotment, the Authorised
Share Capital of the Company at the end of the financial year was ?10,00,00,000/- (Rupees
Ten Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of ?1/- (Rupees One)
each and the Paid-up Share Capital of the Company at the end of the financial year
increased to ? 99,78,730 (Rupees Ninety Nine Lakh Seventy Eight Thousand Seven Hundred
Thirty) consisting of 9978730 (Ninety Nine Lakh Seventy Eight Thousand Seven Hundred
Thirty) equity shares of ?1/- each.
6. Warrants
The Company during the Financial Year 2023-24 allotted 1,00,000 (One
Lakhs) warrants on preferential basis to the Promoter at a price of ?506.50/- each
(Warrant Issue Price) pursuant to the receipt of all approvals and receipt of 25% of the
issue price from the allottees on preferential basis and subsequent to stock split w.e.f
15th November, 2024 all warrant allottees were eligible to get 2 shares
allotted against conversion of each warrant they have subscribed. The option to convert
needs to be exercised within 18 months from the date of allotment of warrants.
Upon receipt of an amount aggregating to ?3,79,87,500/- (Rupees Three
Crore Seventy Nine Lakh Eighty Seven Thousand Five Hundred only) at the rate of ?379.875
(Rupees Three Hundred Seventy Nine and Eight Seventy Five Paisa Only) per warrant (being
75% of the issue price per warrant) from the allottees pursuant to the exercise of their
rights of conversion into equity shares in accordance with the provisions of SEBI (ICDR)
Regulations, 2018, the Board of Directors of the Company through resolution by circulation
on 4th December, 2024 have considered and approved the allotment of 200,000
Equity shares of the face value of ?1/-each as fully paid-up shares at a price of
?253.25/- per equity share (including premium of ?252.25/- equity share), consequent upon
the conversion of 100,000 Warrants issued earlier for
?506.50/-, after adjusting the number of shares, paid-up capital per
share and premium per share post sub-division of nominal value of the Equity Share of the
Company from 1 Equity Share of ?2/- each to 2 Equity Shares of ?1/- each.
The total funds raised and utilized during the financial year 2024-25
was ?3,79,87,500/- (Rupees Three Crore Seventy Nine Lakh Eighty Seven Thousand Five
Hundred only). The funds had been utilised for the objects as stated in the Explanatory
Statement to the Notice of the Extra Ordinary General Meeting dated 9th
November, 2023 and there is no deviation or variation in the use of proceeds from the
preferential issue of equity shares upon conversion of warrants.
7. Rights Issue of Equity shares
During the year under review, the Board of Directors of the Company at
its meeting held on 28th January, 2025, approved the issue of equity shares on
a rights basis to the existing eligible equity shareholders for an amount not exceeding
?50,00,00,000/- (Rupees Fifty Crores Only). The proceeds of the said issue are proposed to
be utilized towards interalia,
1. Funding the working capital requirement of the Company
2. General Corporate Purposes
Post FY 2024-25, the draft letter of offer dated April 28, 2025 duly
approved by the Rights Issues Committee was filed by the company with Bombay Stock
Exchange (BSE).
The company received letter from Bombay Stock Exchange (BSE) granting
in-principle approval for undertaking the Issue dated 5th August, 2025.
Further, the Rights Issue Committee of the Board of Directors fixed the Record date i.e.
20th August, 2025 for the purpose of determining the shareholders eligible to
apply for the equity shares in the Rights Issue of the Company. The Company has filed
Letter of Offer (LoF) dated 13th August, 2025 with Bombay Stock Exchange (BSE)
and Securities and Exchange Board of India (SEBI) duly approved by the Rights Issue
Committee at their meeting held on 13th August, 2025.
8. Material Subsidiary
MHE Rentals India Private Limited is a Material Subsidiary of the
Company as per the threshold laid down by the SEBI (Listing Obligations Disclosure
Requirements) Regulations, 2015, as amended. The Board of Directors of the Company has
approved a policy for determining material subsidiaries which is in line with the SEBI
(Listing Obligations Disclosure Requirements) Regulations, 2015, as amended from time to
time. The policy has been uploaded on the company's website at www.josts.com at web
link https://iosts.com/uploads/inves-
tor/policies/Policy-on-Material-Subsidiary-06-11-2019.pdf.
9. Particulars of Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo.
Information pursuant to Section 134(3)(m) of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 is annexed as Annexure "A" to
the Board's Report.
10. Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity
is reviewed periodically and the processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company's technology environment is enabled with real time
security monitoring with requisite controls at various layers starting from end user
machines to network, application and the data.
During the year under review, your Company did not face any incidents
or breaches or loss of data breach in cyber security.
11. Directors' Responsibility Statement
To the best of the knowledge and belief of the Directors of the Company
and according to the information and explanations obtained by them, your Directors make
the following statement in terms of Section 134(3) (c) and Section 134 (5) of the
Companies Act, 2013:
(i) That in the preparation of the Annual Accounts for the year ended
March 31st, 2025, the applicable accounting standards read with requirements
set out under Schedule III to the Act, had been followed with proper explanation and there
are no material departures from the same;
(ii) The directors had 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 the Company as at March 31st,
2025 and of the profit of the Company for the year ended on that date;
(iii) That the Directors had 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;
(iv) That the directors had prepared the annual accounts on a going
concern basis;
(v) That the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(vi) That the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively
12. Particulars of employees
The information pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is not given, as no employee, employed
throughout the financial year 2024-25, was in receipt of the remuneration of ?102 lakhs or
more and no employee, employed for the part of the financial year 2024-25 was in receipt
of remuneration of ?8.50 lakhs or more per month.
13. Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as at March 31, 2025 on its
website at www.josts.com at web link:https://iosts.com/uploads/investor/annual-returns/Final%20to%20upload
MGT-7.pdf
14. Deposits
During the year under review, the Company has not accepted/renewed any
deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014.
15. Particulars of Loans, Guarantees and
Investments
Details of loans, guarantees and investments are given in the notes to
the financial statements at appropriate places.
16. Code of Conduct (Code) for Board Members and
Senior Management
16. The Company has adopted, the Code for enhancing further ethical and
transparent process in managing the assets and affairs of the Company. This Code has been
posted on the website of the Company fwww.iosts.com) at web link: https://iosts.com/uploads/investor/poli-
cies/code-of-conduct-29-05-2025.pdf
17. Vigil Mechanism / Whistle Blower Policy
In compliance with the provisions of Section 177 of the Companies Act,
2013, and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the
Company has established Vigil Mechanism / Whistle Blower Policy to encourage Directors and
Employees of the Company to bring to the attention of any of the following persons, i.e.
the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of
unethical behavior, actual or suspected incidence of fraud or violation of the Code of
Conduct for Directors and Senior Management (Code) that could adversely impact the
Company's operations, business performance or reputation. The Vigil Mechanism / Whistle
Blower Policy has been posted on the website of the Company (www._iosts.com) at the
weblink https://josts.com/uploads/investor/policies/Whistle-Blow-
er-Policy-14-08-2023.pdf
18. Risk Management Policy
The Company has developed and implemented, a Risk Management Policy in
compliance with the provisions of Section 134 (3) (n) of the Companies Act, 2013.
Risk Management is an organization-wide approach towards
identification, assessment, communication and management of risk in a cost-effective
manner - a holistic approach to managing risk. Generally, this involves reviewing
operations of the organization, identifying potential threats to the organization and the
likelihood of their occurrence and then making appropriate actions to address the most
likely threats.
The Policy provides for constitution of Risk Management Core Group
(RMCG) consisting of Functional / Departmental / Product line heads and headed by Chairman
of the Company.
The RMCG shall be collectively responsible for developing the Company's
Risk Management principles and Risk Management expectations, in addition to those specific
responsibilities as outlined in the Policy. The RMCG will provide updates to the Audit
Committee and Board of Directors of the Company on key risks faced by the Company, if any,
and the relevant mitigant actions.
The major risks such as Operational Risk, Financial Risk, External
Environment and Strategic Risk have been identified and the Risk Management process has
been formulated.
The Risk Management Policy has been posted on the website of the
Company (www.josts.com) at the web-link: https://josts.com/uploads/investor/policies/risk-management-policy-29-05-
2025.pdf.
19. Nomination and Remuneration Policy
Pursuant to the provisions of Section 178 of the Companies Act, 2013,
the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy
("the Policy"). The Policy applies to the Board of Directors, Key Managerial
Personnel and the Senior Management Personnel. The Policy lays down criteria for selection
and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel
and also lays down a framework in relation to remuneration of the aforesaid persons.
The Nomination and Remuneration Policy has been posted on the website
of the Company (www.josts.com) at web link: https://josts.com/uploads/investor/policies/nomina-
tion-and-remuneration-policy-29-05-2025.pdf
20. Prevention of Sexual Harassment
The Company has constituted an "Internal Complaints
Committee" in compliance with the Sexual Harassment of Women at work place
(Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no
complaints of Sexual Harassment were reported to the Board.
The Policy on prevention of sexual harassment of women at workplace has
been posted on the website of the Company (www.josts.com) at web-link:https://iosts.com/uploads/investor/poli-
cies/Prevention%20of%20Sexual%20Harassment%20of%20Women%20at%20Workplace 09.11.2023.pdf
21. Independent Directors' Meeting
During the year under review, a separate meeting of the Independent
Directors of the Company was held on January 28th, 2025 and attended by all the
Independent Directors of the Company without the presence of Non-Independent Directors and
members of the management and reviewed the performance of Non-Independent Directors and
the Board as a whole and the Chairperson of the Company, taking into account the views of
Executive Directors and NonExecutive Directors. The Independent Directors also reviewed
the quality, quantity and timeliness of the flow of information between the Management of
the Company and the Board including its Committees which is necessary to effectively and
reasonably perform and discharge their duties.
22. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing
Regulations evaluation has been carried out by the Board, Nomination and Remuneration
Committee (NRC) and by the Independent Directors.
The Board has carried out an annual performance evaluation of its own,
individual Directors including Independent Directors (excluding the director being
evaluated) and its Committees.
Board evaluation was carried out on the basis of a questionnaire,
prepared after considering various inputs received from the Directors, covering various
aspects revealing the efficiency of the Board's functioning such as Development of
suitable strategies and business plans, size, structure and expertise of the Board and
their efforts to learn about the Company and its business, obligations and governance.
Performance evaluation of every Director was carried out by Board and
Nomination and Remuneration Committee on parameters such as appropriateness of
qualification, knowledge, skills and experience, time devoted to Board deliberations and
participation in Board functioning, extent of diversity in the knowledge and related
industry expertise, attendance and participations in the meetings and workings thereof and
initiative to maintain high level of integrity & ethics.
In their separate meeting, the Independent Directors had carried out
performance evaluation of Non-Independent Directors, the Board as a whole and the
Chairman, taking into account the views of Executive and Non-Executive Directors.
The quality, quantity and timeliness of flow of information between the
Company Management and the Board which is necessary for the Board to effectively and
reasonably perform their duties were also evaluated in the said meeting.
The performances of Committees were evaluated on parameters such as
whether the Committees of the Board are appropriately constituted, Committees has an
appropriate number of meetings each year to accomplish all its responsibilities,
Committees maintain the confidentiality of their discussions and decisions, Committee
conducts a self-evaluation at least annually, Committees make periodically reporting to
the Board along with its suggestions and reco m me n d atio n s.
Independent Director's performance evaluation was carried out on
parameters such as Director upholds ethical standards of integrity, the ability of the
director to exercise objective and independent judgment in the best interest of Company,
the level of confidentiality maintained. The Directors expressed their satisfaction with
the evaluation process.
The Board found the evaluation satisfactory, and no observations were
raised during the said evaluation in current year as well as in previous year.
23. Related Party Transactions
All contracts/ arrangements/ transactions entered by the Company during
FY 2024-25 with related parties were on an arm's length basis and in the ordinary course
of business. There were no Material Related Party Transactions (MRPTs) undertaken by the
Company during the year that require Shareholders' approval under Regulation 23(4) of the
SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee
was sought for all RPTs. Certain transactions which were repetitive in nature were
approved through omnibus route. All the transactions were in compliance with the
applicable provisions of the Act and SEBI Listing Regulations. Details with respect to
transaction(s) with the Related Party(ies) entered into by the Company during the
reporting period are disclosed in the accompanying Financial Statements and the details
pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 is annexed as Annexure "B" to the
Board's Report
Your directors draw attention of the shareholders to the financial
statements which set out related party disclosures.
Related Party Transactions Policy as approved by the Board has been
uploaded on the Company's website www.jost.com at the web link: https://iosts.com/uploads/investor/poli-
cies/policy-on-related-party-transaction-29-05-2025.pdf
24. Number of Meetings of the Board
The particulars of the meetings held during the year along with the
details regarding the meetings attended by the Directors form part of the Corporate
Governance Report.
The composition of the Board and its committees is in the report on
Corporate Governance.
25. Committees Meeting of the Board
During the period under review, 2(Two) Meetings of Nomination and
Remuneration Committee, 4(Four) Meetings of Stakeholders Relationship Committee, 4(Four)
Meetings of Audit Committee, 2(Two) Meetings of Corporate Social Responsibility Committee,
6(Six) Meetings of Share Transfer Committee, the details of which are given in the
Corporate Governance Report forming part of this Annual Report.
26. Audit Committee
As on 31st March, 2025, the Audit Committee of the Company
consists of Mr. Sanjiv Swarup, as Chairman of the Committee and Mr. Jai Prakash Agarwal,
Mrs. Rekha Shreeratan Bagry as members of the Committee. Mrs. Babita Kumari, Company
Secretary, acts as secretary to the Audit Committee.
Mr. Pramod Kumar Maheshwari, Independent Director was inducted as
member of Audit Committee with effect from 30th May, 2025.
All the recommendations made by the Audit Committee were accepted by
the Board during the year.
27. Auditors
(i) Statutory Auditors
M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W) was
appointed as Statutory Auditors of the Company at the 115th Annual General
Meeting of the Company held on 26th September, 2022 for a term of five years
till the conclusion of 120th AGM to be held in the year 2027.
The observations of the Auditors, if any, are explained wherever
necessary, in the appropriate notes to the accounts. The Statutory Auditor's report does
not contain any qualifications, reservations, adverse remarks or disclaimers, which would
be required to be dealt with in the Boards' Report.
Pursuant to provisions of the Section 143(12) of the Companies Act,
2013, the Statutory Auditors has not reported any incident of fraud during the year under
review.
(ii) Secretarial Auditor
Pursuant to the amendment to the Listing Regulations, the Board, at its
meeting held on 14th August, 2025 based on the recommendations of the Audit
Committee, has considered, approved, and recommended to the Members of the Company the
appointment of M/s Anubhuti Akshay & Associates (Firm Registration No. -
P2015RJ043900) a peer reviewed firm of Company Secretaries in Practice as Secretarial
Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive
years from the financial year 2025-26 to the financial year 2029-30, on payment of such
remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors
from time to time.
M/s Anubhuti Akshay & Associates have confirmed they are not
disqualified from being appointed as the Secretarial Auditors of the Company and satisfy
the prescribed eligibility criteria.
Explanation to the observation made by the Secretarial Auditor in its
report
With regard to the observation made by the Secretarial Auditor in its
Report, we wish to state as under:
As regards failure to disclose the pendency of the litigation as per
Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015
read with Circular No. SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13,
2023, the Company on knowing of the facts the company has reported the disclosure in the
Integrated Corporate Governance for the quarter ended 31st March, 2025, so as to comply
with the reporting of the same to the Stock Exchange. The Company had
reviewed and strengthened internal processes to ensure timely
disclosure of material information in future. The Company shall ensure that such delays
are avoided in future.
During the year under review, the Secretarial Auditors have not
reported any instances of fraud under Section 143(12) of the Act and therefore disclosure
of details under Section 134(3)(ca) of the Act is not applicable.
Also, pursuant to the provisions of Regulation 24A of the SEBI Listing
Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial
Compliance Report duly signed by M/s Akshay Gupta & Co., Company Secretaries, has also
been submitted to the Stock Exchanges within 60 days of the end of the financial year.
Secretarial Audit Report of Material Unlisted
Subsidiary
As per regulation 24(A) of SEBI Listing Regulations, a listed company
is required to annex the secretarial audit report of its material unlisted subsidiary in
India to its Annual Report. MHE Rentals India Private Limited ('MHE') has been identified
as Material Unlisted Subsidiary of the Company in India for the Financial Year ended 31st
March 2025 and accordingly the Company is annexing the Secretarial Audit Report of MHE as Annexure
C.
(iii) Internal Auditors
Your Directors, during the year under review, has appointed M/s S.G.C.0
& Co. LLP, to act as the Internal Auditors of the Company for the financial year
2024-25 pursuant to section 138 of the Companies Act, 2013 read with The Companies
(Accounts) Rules, 2014.
Further, the Board has re-appointed M/s S.G.C.0 & Co., LLP as the
Internal Auditors of the Company for the FY 2025-26.
(iv) Cost Records & Cost Audit
In terms of the provisions of Section 148(1) of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has
mandated certain class of Companies to maintain cost records. Being a manufacturing
Company, the Company falls under the prescribed class of Companies and maintains Cost
Accounts and Records which are also subject to Audit conducted by a Cost Auditor.
As per Section 148 of the Act, the Company is required to have the
audit of its cost records conducted by a Cost Accountant. The Board, based on the
recommendation of the Audit Committee, has appointed M/s. R. R. Ahirwar & Associates,
Cost and Management Accountants (Firm Registration No. 103745) as Cost Auditors for the
financial year 2025-26. M/s. R. R. Ahirwar & Associates, Cost and Management
Accountants, being eligible, have consented to act as the Cost Auditors of the Company for
the financial year 2025-26. The remuneration of ?1,30,000/- (Rupees One Lakh Thirty
Thousand Only) exclusive of taxes and out-of-pocket expenses incurred in connection with
the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification
by the Members of the Company at the ensuing AGM.
M/s. R. R. Ahirwar & Associates, Cost and Management Accountants,
have confirmed that they are not disqualified from being appointed as the Cost Auditors of
the Company and satisfy the prescribed eligibility criteria.
The Cost Audit Report issued for the financial year 2024-25, does not
contain any qualification, reservation, or adverse remark. During the year under review,
the Cost Auditors have not reported any instances of fraud under Section 143(12) of the
Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not
applicable.
28. Corporate Social Responsibility (CSR)
The Company has in place a Corporate Social Responsibility Policy
("CSR policy") in accordance with the provisions of Section 135 of the Companies
Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 on
recommendation of Corporate Social Responsibility Committee ("CSR Committee")
and on approval of the Board of Directors of the Company.
The CSR Committee undertakes CSR activities in accordance with its
Corporate Social Responsibility Policy (CSR Policy) uploaded on the Company's website at
www.josts.com at the web link: https://iosts.com/uploads/investor/policies/CSR-Policy-14-11-2022.pdf
The 2% of the average net profit, as calculated pursuant to the
provisions Companies Act, 2013, to be spent for CSR expenditure in the Financial Year
2024-25 was Rs 19.77 Lakhs, whereas total amount spent by the Company on CSR activities
was Rs. 20.05 Lakhs. The detailed report on CSR activities is enclosed as Annexure
"D" to the Boards' report
29. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013,
and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules,
2014
Disclosure with respect to the remuneration of Directors, Key
Managerial Personnel and Employees as required under Section 197 (12) of the Companies
Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure "E" to the Boards' Report.
30. Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as required under
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
annexed as Annexure "F" and forms an integral part of this Boards'
Report.
31. Corporate Governance
The Corporate Governance Report for the year ended March 31st,
2025 along with Certificate of Compliance of conditions of the Corporate Governance
received from the M/s Akshay Gupta & Co., practicing Company Secretary, as per the
requirements of SEBI (Listing Obligations and Disclosure Requirements) is annexed as Annexure
"G" and forms an integral part of this Boards' Report.
32. Internal Control System
The Company has an effective Internal Control System in place
considering the size, scale and complexity of operations.
The internal control is supplemented by the detailed internal audit
program, reviewed by management and by the Audit Committee and documented Policies, SOPs,
Guidelines and Procedures.
The Internal Audit monitors and evaluates the efficacy and adequacy of
internal control
system in the company, its compliance with operating systems,
accounting procedures and policies at all locations of the company.
33. Significant and Material Orders passed by the
Regulators or Courts
There are no significant and material orders passed by the Regulators /
Courts that would impact the going concern status of the Company and its future
operations. However, members' attention is drawn to the statement on 'Contingent
Liabilities' in the notes forming part of the Financial Statements.
34. Declaration of Independence
All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Act, that they meet the criteria of independence
as laid down under Section 149(6) of the Act along with Rules framed thereunder,
Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct
of the Company as applicable to the Board of Directors and Senior Management. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence. The
Company has received confirmation from all the Independent Directors of their registration
on the Independent Directors Database maintained by the Indian Institute of Corporate
Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
35. Directors and Key Managerial Personnel
The list of Directors and Key Managerial Personnel at the end of the
reporting period is as under: