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STAKEHOLDERS EMPOWERMENT SERVICES

1 | P A G E

SECTOR: CAPITAL GOODS - ELECTRICAL EQUIPMENT REPORTING DATE: 14TH AUGUST, 2017

JYOTI STRUCTURES LTD. www.jsl.in

Jyoti Structures Ltd. NSE Code - JYOTISTRUC TABLE 1 - MARKET DATA (STANDALONE) (AS ON 10TH AUGUST, 2017)

Sector - Capital Goods - Electrical Equipment NSE Market Price (`) 8.85 NSE Market Cap. (₹ Cr.) 92.00

Face Value (`) 2.00 Equity (` Cr.) 21.91

Business Group - Valecha 52 week High/Low (₹) 15.20/6.85 Net worth (₹ Cr.) * (375.54)

Year of Incorporation - 1974 TTM P/E (TTM) N.A. Traded Volume (Shares) 1,05,033

TTM P/BV N.A. Traded Volume (lacs) 9.30

Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. – Not Applicable *As on 30th September 2016

Valecha Chambers, 6th Floor, COMPANY BACKGROUND

New Link Road, Andheri (W), Jyoti Structures Ltd is one of India's leading providers of turnkey solutions in the

field of power transmission. The company is engaged in the business of providing

turnkey solutions in the field of power transmission. They have three main lines

of operation, namely Transmission Lines, Substations and Rural Electrification.

The company is an ISO 9001, ISO 14001 and OHSAS certified company. They

undertake turnkey projects on a global scale, offering a complete range of

services from design, engineering and tower testing to manufacturing,

construction and project management.

Jyoti Structures Ltd was incorporated on May 27, 1974 as a private limited

company with the name Jyoti Structurers Pvt Ltd. In October 21, 1974, the name

of the company was changed to Jyoti Structures Pvt Ltd. Also, the company was

converted into public limited company and the name was changed to Jyoti

Structures Ltd with effect from October 21, 1974. In April 1979, they commenced

commercial production at Nasik Factory.

Mumbai – 400 053, Maharashtra

Company Website:

www.jsl.in

Revenue and Profit Performance

The revenue of the Company decreased from ₹ 394.85 crores

to ₹ 270.80 crores from quarter ending Sep’15 to quarter

ending Sep’16. The Company made a loss of ₹ 271.95 crores in

quarter ending Sep’16 vis-a-vis making a loss of ₹ 157.24

crores in quarter ending Sep’15.

Source: Moneycontrol

Performance vis-à-vis Market

TABLE 2- Returns

1-m 3-m 6-m 12-m

Jyoti Structures Ltd 0.57% -3.95% -2.75% -22.71%

Nifty -0.72% 3.00% 12.56% 13.63%

Source: Capitaline/ NSE

0.00

0.50

1.00

1.50

Aug 16 Oct 16 Dec 16 Feb 17 Apr 17 Jun 17

Jyoti Structures Ltd NIFTY

270.80

740.10

394.85

-271.95-52.31

-157.24-500

0

500

1000

Sep'16 Mar'16 Sep'15

Quarterly revenue and Profit (₹ CRORE)

Revenue Profit

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TABLE 3 - FINANCIALS

(₹ Cr.) Sep’16 Mar’16 Sep’15 % Change

Sep ’16 vs Mar’16 Mar’16 vs Sep’15

Net Worth -375.54 121.20 315.63 -409.85% -61.60%

Current Assets 5,442.88 5,368.01 4,727.81 1.39% 13.54%

Non-Current Assets 591.79 610.99 563.51 -3.14% 8.43%

Total Assets 6,034.67 5,979.00 5,291.32 0.93% 13.00%

Investments 88.38 86.55 86.55 2.11% 0.00%

Finance Cost 192.46 97.80 153.65 96.79% -36.35%

Long Term Liabilities 176.93 799.95 1,266.33 -77.88% -36.83%

Current Liabilities 6,233.28 5,057.85 3,709.34 23.24% 36.35%

Turnover 270.44 740.02 394.06 -63.46% 87.79%

Profit After Tax (PAT) -271.95 -52.31 -157.24 N.A. N.A.

EPS (₹) -24.83 -4.78 -14.36 N.A. N.A.

Source - Money Control/Stock exchange filing

AUDIT QUALIFICATIONS

Audit Qualifications in last 3 years: The Auditors have raised qualifications for FY 2015-16, FY 2014-15 & FY 2013-14.

Similar qualifications were raised by the Auditors in last 3 years as stated below:

Basis for Qualified Opinion:

“a) As on 31st March, 2016, the trade receivables of the Company include amount of ₹ 70.46 Cr outstanding from a Joint

Venture (JV) company, namely Lauren Jyoti Private Limited (LJPL). Further an amount of ₹ 55.07 Cr was paid by the Company on

account of bank guarantee encashed by a customer of LJPL, which is considered receivable from the said JV. The other

outstanding from LJPL are ₹ 25.34 Cr including interest on the outstanding amounts for the current year amounting to ₹ 13.56

Cr. As informed to us, the financial statements of the JV are not available since the last three financial years. Considering the

fact that the financial statements of the JV are not available and it is not regular in repayment of the above outstanding, we are

not able to comment on the recovery of the debt and impact of the same on the financial statements of the Company for the

year.

b) The Company has invested ₹ 5.00 Cr in 50 Lacs equity shares of LJPL. The financial statements of that company for the last

three financial years are not made available to us. As per the last audited financial statements made available for the year

ended on 31st March, 2013, the net worth of that company is fully eroded. The Company has not made any provision for the

diminution in the value of this investment. Due to this non-provision, the loss of the Company for the year is understated by ₹

5.00 Cr and reserves of the Company are overstated by the same amount.

c) During the year, bank guarantees given by the Company for performance amounting to ₹ 18.23 Cr were encashed by a

customer of the Company. The said amount has not been charged to the Statement of Profit and Loss of the Company though it

has been the practice of the Company to charge such amounts in earlier years. We are informed that the Company will be

initiating arbitration in respect of encashment of these guarantees and it is hopeful of recovering this money from the

customer. We are unable to comment on the recoverability of this amount.

d) As mentioned in clause 29 of note no. 31 to the standalone financial statements, the Company has during the year not

provided a part of the interest on the outstanding loans as claimed by certain banks amounting to ₹ 39.30 Cr, since the

management is of the opinion that the banks have charged excessive interest and the excess interest will be waived by the

banks. We are unable to comment on the impact of the same on the financial statements.”

Management Response:

“Auditors comments on Company’s accounts read with notes to financial statements are self-explanatory in nature and do not

require any explanation as per provisions of Section 134 of the Act.”

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SECTOR: CAPITAL GOODS - ELECTRICAL EQUIPMENT REPORTING DATE: 14TH AUGUST, 2017

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Response Comment

Frequency of Qualifications Similar qualification in last 3 financial years

Have the Auditors made any adverse remark in last 3 years? No -

Are the material accounts audited by the Principal Auditors? Yes -

Do the financial statements include material unaudited financial statements? No -

TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT 2015-16)

Regulatory Norms Company

% of Independent Directors on the Board 33% 50%

% of Promoter Directors on the Board - 17%

Number of Women Directors on the Board At least 1 1

Classification of Chairman of the Board - Independent Director

Is the post of Chairman and MD/CEO held by the same person? - No

Average attendance of Directors in the Board meetings (%) - 86.44%

Composition of Board: As per Regulation 17(1)(b) of the Listing Regulations, 2015, the Company should have at least 33%

Independent Directors as the Chairman of the Board is a Non-Executive/ Independent Director. The Company has 50% of

Independent Directors and hence, it meets the regulatory requirements.

Board Diversity: The Company has 6 directors out of which 5 are male and 1 is female.

TABLE 5 - FINANCIAL RATIOS

Ratios Sep’16 Mar’16 Sep’15

% Change

Sep ’16 vs

Mar’16

Mar’16 vs

Sep’15

Turn

ove

r

Rat

ios

Inventory Turnover 1.38 3.18 1.52 -56.61% 109.85%

Debtors Turnover 0.07 0.18 0.11 -62.99% 60.73%

Fixed asset Turnover 0.46 1.21 0.70 -62.27% 73.20%

Current Asset Turnover 0.05 0.14 0.08 -63.96% 65.40%

Ret

urn

Rat

ios Operating Profit Margin -28.83% 4.13% -6.76% -798.24% N.A.

Net Profit Margin -100.56% -7.07% -39.90% N.A. N.A.

Return on Assets (ROA) N.A. N.A. N.A. N.A. N.A.

Return on Equity (ROE) N.A. N.A. N.A. N.A. N.A.

Return on Capital Employed (ROCE) N.A. N.A. N.A. N.A. N.A.

Liq

uid

ity

Rat

ios

Current Ratio 0.87 1.06 1.27 -17.73% -16.73%

Quick Ratio 0.84 1.02 1.20 -17.09% -15.71%

Cash Ratio 0.18 0.19 0.24 -4.69% -21.42%

Working Capital Turnover ratio N.A. N.A. N.A. N.A. N.A.

Solv

ency

Rat

ios Debt to equity ratio N.A. 29.92 8.97 N.A. 233.39%

Interest Coverage Ratio N.A. 0.31 N.A. N.A. N.A.

Trad

ing

Rat

ios Market Cap / Sales 0.51 0.16 0.38 217.55% -57.63%

Market Cap/ Net Worth N.A. 0.99 0.48 N.A. 107.21%

Market Cap/PAT N.A. N.A. N.A. N.A. N.A.

Market Cap/EBITDA N.A. 3.91 N.A. N.A. N.A.

Source - Money Control

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TABLE 6 - TRADING VOLUME

Jun’17 Dec’16 Jun’16

% Change

Jun’17 vs

Dec’16

Dec’16 vs

Jun’16

Trading Volume (shares) (avg. of 1 qtr) 1,393,149 410,758 437,565 239.17% -6.13%

Trading Volume (shares) (high in 1 qtr) 10,089,369 3,047,129 3,627,435 231.11% -16.00%

Trading Volume (shares) (low in 1 qtr) 99,859 76,965 131,145 29.75% -41.31%

Ratio - High/low trading volume 101.04 39.59 27.66 155.20% 43.14%

Ratio - High/average trading volume 7.24 7.42 8.29 -2.37% -10.52%

Source: Capitaline

Source: NSE

TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS

Jun'17 Dec'16 Jun'16 Comments

Shar

eho

ldin

g (%

)

Promoter shareholding 18.24 18.59 18.65 • No new equity shares were issued during the

period from Jun’ 16 to Jun’ 17.

• Promoter shareholding has marginally reduced

by 0.41% due to sale of shares.

• The shareholding of ‘public institution’

decreased from 18.63% to 10.07% and that of

‘public others’ increased from 62.72% to 71.69%

during the same period.

• Promoters have pledged/ encumbered 84.20% of

their shareholding.

Public - Institutional shareholding 10.07 17.93 18.63

Public - Others shareholding 71.69 63.48 62.72

Non-Promoter Non-Public

Shareholding 0.00 0.00 0.00

Source: NSE

TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS

Market Activity of Promoters Promoters of the Company sold 56,41,825 & bought 4,200 shares in the secondary

market in last one year.

Preferential issue to promoters No preferential issue was made to the promoters in last one year

Preferential issue to others No preferential issue was made to other shareholders in last one year

GDRs issued by the Company The Company did not issue any GDRs in last one year

Issue of ESOPs/Issue of shares other

than Preferential allotment

The Company did not issue any shares to the employees under its ESOP Scheme in

last one year

Source - Annual Report 2015-16

TABLE 8: PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main products / services % to Total turnover of the Company

1 Power Transmission and Distribution Business 100%

Source - Annual Report 2015-16

MAJOR SHAREHOLDERS (AS ON 30TH JUNE, 2017)

S. No. Promoters Shareholding S. No. Public Shareholders Shareholding

1 Prakash K Thakur 4.51%

1 Mohan Doulatram Asnani 1.63%

2 Rajkumari K Thakur 2.27%

2 Bina Mohan Asnani 1.61%

3 LIC of India Market Plus 1 Growth Fund 1.07%

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Glossary

Equity: The equity shares capital of the Company

Net Worth: The amount by which the Assets exceeds the liabilities excluding shareholders’ funds of the Company

Turnover: The revenue earned from the operations of the Company

EPS: Earning Per Share is net profit earned by the Company per share

𝐸𝑃𝑆 =Profit After Tax

Number of outstanding shares

P/E ratio: It is the ratio of the Company’s share price to earnings per share of the Company

𝑃/𝐸 𝑟𝑎𝑡𝑖𝑜 =Price of each share

Earnings per share

Current Assets: Cash and other assets that are expected to be converted to cash in one year

Fixed Assets: assets which are purchased for long-term use and are not likely to be converted quickly into cash, such as land,

buildings, and equipment

Total Assets: Current Assets + Fixed Assets

Investments: An investment is an asset or item that is purchased with the hope that it will generate income or appreciate in

the future.

Finance Cost: The Financing Cost (FC), also known as the Cost of Finances (COF), is the cost and interest and other charges

incurred during the year in relation to borrowed money.

Long Term Liabilities: Long-term liabilities are liabilities with a maturity period of over one year.

Current Liabilities: A company's debts or obligations that are due within one year.

Inventory Turnover ratio: Inventory Turnover is a ratio showing how many times a company's inventory is sold and replaced

over a period.

𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Inventory

Debtors Turnover: Accounts receivable turnover is an efficiency ratio or activity ratio that measures how many times a business

can turn its accounts receivable into cash during a period

𝐷𝑒𝑏𝑡𝑜𝑟𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Accounts recievables

Fixed Asset Turnover: The fixed-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐹𝑖𝑥𝑒𝑑 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Fixed Assets

Current Asset Turnover: The current-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Current Assets

Operating Profit Margin: Operating margin is a measurement of what proportion of a Company’s revenue is left over after

paying for variable costs of production such as wages, raw materials etc. It can be calculated by dividing a Company’s operating

income (also known as “operating profit”) during a given period by its sales during the same period.

𝑂𝑝𝑒𝑟𝑎𝑡𝑖𝑛𝑔 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Operating profit

Sales Turnover

Net Profit Margin: Net profit margin is the percentage of revenue left after all expenses have been deducted from sales

𝑁𝑒𝑡 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Net profit

Sales Turnover

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Return on Assets: ROA tells you what earnings were generated from invested capital (assets)

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐴𝑠𝑠𝑒𝑡𝑠 =Net profit

Total Assets

Return on equity/net worth: return on equity (ROE) is the amount of net income returned as a percentage of shareholders’

equity.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐸𝑞𝑢𝑖𝑡𝑦 =Net profit

Net worth

Return on Capital Employed: Return on capital employed (ROCE) is a financial ratio that measures a company's profitability

and the efficiency with which its capital is employed.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝐸𝑚𝑝𝑙𝑜𝑦𝑒𝑑 =Net profit

Total Debt + Equity share capital

Current ratio: The current ratio is a financial ratio that measures whether or not a firm has enough resources to pay its debts

over the next 12 months. It compares a firm's current assets to its current liabilities.

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑟𝑎𝑡𝑖𝑜 =Current Assets

Current Liabilities

Quick ratio: The quick ratio is a measure of how well a Company can meet its short term financial liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories

Current Liabilities

Cash ratio: The ratio of the liquid assets of a Company to its current liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories − Account Recievables

Current Liabilities

Working Capital Turnover ratio: The working capital turnover ratio is also referred to as net sales to working capital. It indicates

a Company's effectiveness in using its working capital.

𝑊𝑜𝑟𝑘𝑖𝑛𝑔 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Current Assets − Current Liabilities

Debt to Equity ratio: The debt-to-equity ratio (D/E) is a financial ratio indicating the relative proportion of

shareholders' equity and debt used to finance a company's assets.

𝐷𝑒𝑏𝑡 𝑡𝑜 𝐸𝑞𝑢𝑖𝑡𝑦 𝑟𝑎𝑡𝑖𝑜 =𝑆ℎ𝑜𝑟𝑡 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡 + 𝐿𝑜𝑛𝑔 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡

𝑁𝑒𝑡 𝑊𝑜𝑟𝑡ℎ

Interest Coverage ratio: The Interest coverage ratio is a debt ratio and profitability ratio used to determine how easily a

Company can pay interest on outstanding debt.

𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝐶𝑜𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑎𝑡𝑖𝑜 =𝐸𝑎𝑟𝑛𝑖𝑛𝑔 𝐵𝑒𝑓𝑜𝑟𝑒 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑎𝑛𝑑 𝑇𝑎𝑥

𝐹𝑖𝑛𝑎𝑛𝑐𝑒 𝐶𝑜𝑠𝑡

Market Cap/Sales ratio: Market Cap/sales ratio, Price–sales ratio, P/S ratio, or PSR, is a valuation metric for stocks. It is

calculated by dividing the company's market cap by the revenue in the most recent year; or, equivalently, divide the per-

share stock price by the per-share revenue.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑆𝑎𝑙𝑒𝑠 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Market Cap/ Net Worth ratio: It is a valuation ratio calculated by dividing Company’s market cap to net worth.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ

Market Cap/ PAT ratio: It is a valuation ratio calculated by dividing Company’s market cap to net profit.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑃𝐴𝑇 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑛𝑒𝑡 𝑝𝑟𝑜𝑓𝑖𝑡

Market Cap/ EBITDA ratio: It is a valuation ratio calculated by dividing Company’s market cap to EBITDA.

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𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝐸𝐵𝐼𝑇𝐷𝐴 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝐸𝐵𝐼𝑇𝐷𝐴

Trading Volume (shares) (avg. of 1 year): Average number of shares/day traded in 1 year

Trading volume (shares) (high in 1 year): Highest number of shares/day traded in 1 year

Trading volume (shares) (minimum in 1 year): Lowest number of shares traded on any one day in 1 year

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