Jyoti Limited, a company listed on BSE under scrip code 504076, has officially submitted its Annual Secretarial Compliance Report for the financial year ending 31st March 2025 to the Bombay Stock Exchange (BSE). The submission, made on 30th May 2025, adheres to the statutory requirements outlined under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and is supported by the circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024.

The report was issued by M/s. Ravi Kapoor & Associates, a firm of Practicing Company Secretaries, confirming that Jyoti Limited maintained full compliance with applicable SEBI regulations throughout FY25. The filing has been signed off by CS S. Singhal, Vice President (Legal) & Company Secretary of Jyoti Ltd, under Membership No. F8289.

Key Compliance Areas Covered in the Report

The Secretarial Compliance Report included a comprehensive review of the company’s adherence to numerous SEBI Acts, regulations, guidelines, and circulars, including:

• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

• SEBI (Prohibition of Insider Trading) Regulations, 2015

For the year under review, certain regulations were not applicable, such as:

• Buyback of Securities

• Share-Based Employee Benefits and Sweat Equity

• Issue and Listing of Non-Convertible Securities

• Delisting of Equity Shares

• Registrar to an Issue and Share Transfer Agents Regulations

Detailed Observations and Compliance Status

The compliance review detailed twelve key governance and operational aspects, including:

1. Compliance with Secretarial Standards: The company followed all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

2. Policy Updates: All required SEBI policies were adopted, reviewed, and updated timely by the board.

3. Website Disclosures: The company maintained a functional and updated website, ensuring accurate redirection of links from annual corporate governance reports.

4. Disqualification of Directors: No directors were disqualified under Section 164 of the Companies Act, 2013.

5. Subsidiary Oversight: While Jyoti Ltd does not have a material subsidiary, joint venture arrangements were reviewed and documented.

6. Preservation of Documents: The entity is following a compliant record preservation policy aligned with SEBI norms.

7. Board and Committee Evaluation: Performance evaluations for the Board, Committees, and Independent Directors were conducted during the financial year.

8. Related Party Transactions: All such transactions were pre-approved by the Audit Committee or suitably explained in cases where prior approval was not sought.

9. Regulation 30 Disclosures: All material events or information under SEBI LODR were disclosed within prescribed timelines.

10. Insider Trading Compliance: Jyoti Ltd met its obligations under Regulation 3(5) & 3(6) of the SEBI Insider Trading Regulations.

11. No Regulatory Actions: There were no penalties, fines, or regulatory actions imposed by SEBI or stock exchanges during the review period.

12. No Additional Non-Compliance: The report clearly states that no further instances of non-compliance were observed.

Auditor Resignation Compliance

The report also reviewed SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October 2019, specifically concerning the resignation of statutory auditors. It was confirmed that no such resignation occurred during FY25, rendering the compliance status as Not Applicable (NA).

Certifying Professional and Final Remarks

The Secretarial Compliance Report was certified by Mr. Ravi Kapoor, a Company Secretary in Practice and Insolvency Resolution Professional, under Certificate of Practice No. 2407. The firm operates out of Ahmedabad and is known for delivering detailed secretarial audits in compliance with SEBI regulations.

The findings validate that Jyoti Limited upheld a high standard of governance, transparency, and regulatory adherence throughout FY25. The company’s proactive approach to maintaining updated policies, accurate website disclosures, and stringent insider trading measures reflects positively on its corporate ethics and governance practices.

Conclusion

With this submission, Jyoti Limited continues its commitment to transparency, regulatory compliance, and best practices in corporate governance. The clean record of compliance in FY25 indicates a well-structured internal compliance system that adheres to SEBI mandates and public shareholder expectations. The company’s disclosure-driven culture strengthens its standing among stakeholders, including regulators, investors, and financial institutions.

As regulatory frameworks continue to evolve, companies like Jyoti Ltd that emphasize early adoption, timely disclosures, and robust board oversight are better positioned to navigate future challenges in India’s dynamic corporate environment.

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