Jyoti CNC Automation Ltd

Encumbrance creation on promoter shares

• Promoter Anilkumar Bhikhabhai Virani creates pledge on 23,21,000 Jyoti CNC shares.
• Total encumbered by Virani after event: 1,75,61,000 shares (7.72%).
• Pledge created as security for loan from ADITYA BIRLA CAPITAL LIMITED.
• Date of encumbrance: 29.09.2026.
• Prior encumbered holding by Virani: 6.70% (1,52,40,000 shares).
• Total promoter holding in Jyoti CNC: 14.45%.
• Lender: ADITYA BIRLA CAPITAL LIMITED.

AGM Details

• The 35th AGM was held on Wednesday, September 30, 2026 at Plot No. 2839, Lodhika GIDC, Rajkot.
• Meeting started at 12:30 PM and concluded at 12:50 PM.
• Physical meeting with remote e-voting; ballot voting available at AGM.
• Remote e-voting window was September 27–29, 2026, 9:00 AM to 5:00 PM.

Attendance and Proceedings

• Chairman Parakramsinh G. Jadeja chaired the AGM; all directors including independents were present.
• Statutory and Secretarial Auditor representatives attended the meeting.
• Reports of the Statutory and Secretarial Auditors had no qualifications and were taken as read.
• Notice and Annual Report for the year ended March 31, 2026 taken as read.

Voting Process

• Ballot voting facility available; members voting via e-voting could attend but not re-vote.
• Ballot box kept locked; Scrutinizer present to oversee voting.
• Ballot voting conducted in addition to remote e-voting.

Jyoti CNC Automation Limited - Trading Window Closure from October 01, 2026; will reopen 48 hours after the declaration of the aforesaid financial results for the quarter and half ended September 30, 2026

Encumbrance creation on promoter shares

• Target: Jyoti CNC Automation Limited.
• Event: Creation of encumbrance on promoter Anilkumar Bhikhabhai Virani's shares.
• Encumbrance type: Pledge as security for loan.
• Pre-encumbrance shares encumbered: 1,42,40,000 (6.26%).
• Post-encumbrance shares encumbered: 1,52,40,000 (6.70%).
• New encumbered shares: 10,00,000 (0.44%).
• Encumbrance in favour of Bajaj Finance Limited.
• Date of creation: 28.09.2026.
• Promoter: Anilkumar Bhikhabhai Virani.
• Reason: Pledge created as security for loan for my business.

Encumbrance release details

• Target company: Jyoti CNC Automation Limited.
• Event: Release of encumbrance on promoter shares.
• Promoter: Anilkumar Bhikhabhai Virani.
• Encumbrance type: Pledge for loan; released; now unpledged.
• In favour of: Aditya Birla Capital Limited.
• Before release: 1,52,40,000 shares encumbered (6.70%).
• After release: 1,42,40,000 shares encumbered (6.26%).
• Released quantity: 10,00,000 shares.
• Reason: Pledge created as security for loan for business.
• End use: Not disclosed.
• Post-event promoter holding: 1,42,40,000 shares (6.26%).
• Reporting date: 28.09.2026.

Encumbrance release on Virani promoter shares

• Release of 19,00,000 pledged shares to HDFC Bank by promoter Virani.
• Post-release encumbered shares: 1,52,40,000 (6.70% of total).
• Pre-release encumbered shares: 1,71,40,000 (7.54%).
• Date of release: 16.09.2026.
• Lender: HDFC Bank Limited.
• Reason: pledge created as security for loan for Virani's business.
• Promoter: Anilkumar Bhikhabhai Virani; total promoter holding 14.45%.

Overview

• Manufacturer of CNC machines; 99.10% turnover from sale of goods.
• Standalone reporting boundary; BRSR Core assurance by Dhadda & Associates for FY2025-26.
• CSR: Turnover ₹1,949.01 Cr; net worth ₹2,454.12 Cr.

Key ESG Risks & Opportunities

• GHG emissions risk from in‑house foundry; mitigated by APCM and cleaner energy.
• Waste management risk; hazardous waste disposed via PCB‑authorised recyclers.
• Health and safety risk; mitigated by training, safety tools, and ISO 45001.
• Product quality and R&D opportunities; in‑house facility with 200+ variants.
• Employee well‑being and safety programs; renewable energy adoption and biogas plant.

Governance & Policy Highlights

• ESG‑CSR Committee oversees sustainability; chaired by Managing Director; annual reviews.
• Code of Conduct and Whistle Blower Policy prohibit bribery across the organization.
• Reasonable assurance on BRSR Core provided by Dhadda & Associates.
• Policies accessible at https://jyoti.co.in/investors/policies/.

Social Responsibility & Workforce

• Total employees 1,711; total workers 2,411; board female representation 33%.
• Board: six directors, two women.
• Well‑being spend 0.35% of revenue; free health checkups and in‑house medical team.
• LTIFR 0; total recordable injuries 4; no fatalities.
• Centre of Excellence opened for in‑house training; accessible to differently abled.

Environmental Performance

• Total energy 183,943.79 GJ; renewable 10,151.85 GJ; non‑renewable 173,791.93 GJ.
• Scope 1: 2,819.23 tCO2e; Scope 2: 24,479.38 tCO2e.
• Energy intensity 0.00000142 tCO2e/₹; PPP 0.0000286 tCO2e/₹.
• Water withdrawal 54,125 KL; third‑party water; water discharge 36,020.48 KL.
• ETP/STP treated effluent with 100% reuse; ZLD approach; biogas/rooftop solar in focus.

Stakeholder Engagement & Complaints

• Stakeholders: Customers, Suppliers, Employees, Investors, Government; channels include visits, email, meetings.
• Investors: 35 complaints pending in 2024-25; 2025-26 NIL complaints filed.
• Customers: 3 complaints filed in 2025-26; 1 pending resolution.
• POSH complaints: 0 in 2025-26; Whistle Blower policy provides protection.

Other Notable Metrics

• Affiliations with 8 trade associations; top bodies include CII, IIMMA, TEPC, etc.
• MSME/India sourcing: 13.15% directly from MSMEs; 88.24% from within India.
• Rural/urban job distribution: Rural 72.85%, Urban 16.02%, Metropolitan 11.13%.
• Data security: ISO/IEC 27001:2022; data breaches reported as NIL.
• RPTs: Purchases from related parties 0.87%; Sales to related parties 4.86%; Loans 92.82%; Investments 52.74%.

Financial performance

• FY26 standalone revenue ₹1,949.01 Cr; up 20.7% YoY.
• FY26 standalone EBITDA ₹615.02 Cr; margin 28.95%.
• FY26 standalone PAT ₹391.25 Cr; up 26.2%.
• Consolidated revenue from operations ₹2,093.13 Cr.
• Consolidated total revenue ₹2,153.61 Cr; PAT ₹336.00 Cr; EBITDA ₹581.36 Cr.
• Standalone EPS ₹17.21; Consolidated EPS ₹14.78.
• No dividend declared for FY25-26.

Operations & capacity expansion

• India installed capacity rose to 6,000 machines/year from 4,400.
• Rajkot expansion targets 10,000 machines/year; capex ₹400-450 Cr; completion by June 2026.
• Huron Strasbourg expansion commissioned Nov 2025; capacity doubled.
• US market entry planned with tech centers and offices.
• EMS focus; 70-80% of new Indian capacity for EMS.
• Manufactured 5,369 machines in FY26 at 89.5% capacity utilization.

Global footprint & product scope

• 200+ variants across 44 series; 135,000+ machines installed globally.
• Manufactures 5-axis, turning centers, VMCs, HMCs, multi-tasking machines.
• 61+ countries served; 27 Indian branches; 11 overseas distributors.

Market & order book

• Consolidated order book ₹4,732 Cr as of 31 Mar 2026; visibility ~18-20 months.
• Revenue by geography: India ₹1,849.11 Cr; International ₹244.02 Cr.
• Aerospace & Defence largest order book contributor.
• About 40% of orders are high-end machines (>₹2 Cr).

Capital structure & liquidity

• Consolidated borrowings ₹849.71 Cr; current ₹439.48; non-current ₹410.23.
• Standalone CFO ₹102.74 Cr; consolidated CFO ₹54.39 Cr; net cash up ₹39.49 Cr.
• Net debt ₹1,318.17 Cr; gearing 39.71%.

Governance & ESG

• Board size 6; independent directors 3; two women on board.
• Naga resigned Oct 26, 2025; Shenoy appointed Jan 19, 2026.
• Audit Committee met 4 times; NRC & Stakeholders Committee active.
• CSR spend ₹4.3596 Cr; 2% base ₹4.3572 Cr; no shortfall.

ESG highlights

• Energy: total 183,943.79 GJ; renewables 10,151.85 GJ; intensity 0.00000944 GJ/₹.
• Water: withdrawal 54,125 KL; discharge 36,020.48 KL; ZLD.
• GHG: Scope 1 2,819.23 tCO2e; Scope 2 24,479.38 tCO2e.
• Waste: total 3,028.47 tonnes; recycled 228.47; landfilled 2,500.

Risks & outlook

• Cyclicality in end-user capex; FX and commodity price risk.
• Competition, imports, supply-chain disruptions; talent constraints.
• Outlook: Make in India, PLI, defence, aerospace, EMS; EV transition supportive.