The Board of Directors is pleased to present the 51st Annual Directors' Report of your Company, along with the Audited
Financial Statements and the Auditors' Report for the financial year ended 31st March 2025.

1. Financial Highlights

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND
AS], as specified under Section 133 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, and any
amendments thereto.

The standalone and consolidated financial highlights of the Company for the year ended 31st March 2025 are
summarized below:

*EPS has been derived based on the weighted average number of shares

2. STATE OF AFFAIRS OF THE COMPANY:

A. BUSINESS ACTIVITIES OF THE COMPANY

Your company is involved in the business of design and manufacture of a wide range of equipment for Raw Water & Sea
Water Intake Systems, Water and Waste Water Pumping Stations and Treatment Plants, Storm Water Pumping Stations,
Flood Prevention & Mitigation schemes, Water Transmission Lines and also for Power, Steel, Cement, Paper & Pulp,
Petrochemicals, Chemical, Fertilizers and other process plants. These equipment are Water control gates, Mechanized
screening systems, Screening conveying and washing systems, Knife gate valves, Bulk Solid handling valves, Water hammer
control valves, Air Vessels, Bladder Vessels, Energy dissipating valves, Archimedes screw pumps, Micro hydro turbines and
treatment process equipment like Clarifiers, Clari-flocculators, Flash Mixers, Detroiters, Aerators & Mixers, Thickeners, Gravity
Decanters, Trickling Filters, Digester Mixers, DAF Units, Disc Filters etc.

Your company offers a single-stop solution under one roof, including Design, Casting, Machining, Fabrication, Assembly &
Testing, and provides the most varied range of these products in the largest possible sizes. To ensure this, the company is
continuously investing in its manufacturing capability as well as in the development of new products & technologies either
on its own or through collaboration with suitable technology partners and leaders in the trade.

The company is a market leader in India for most of the products that it manufactures and is also among the first 5 in the
world in the Water control gates business. Various brands belonging to the company, such as Jash, Jash Schuette, Jash
Mahr, Sure seal, Shivpad, Mahr Maschinenbau, Rodney Hunt, Waterfront, E&M, Jash Invent, etc., and its subsidiaries are
approved and registered in most countries, and this ensures the availability of a wide export market for the company. Over
50% of the company's revenue comes from sales outside India, and the company aims to increase more than 65% in the next 2
years to become a truly Indian Multinational Company with the majority of revenue coming from outside India.

B. YEAR IN RETROSPECT

(I) CONSOLIDATED PERFORMANCE

In the financial year 2024-25, the company achieved significant growth in its consolidated income as well as profit. The
consolidated total income of the company for the year at Rs. 74,556.04 lacs (Rs. 7,455.60 million] shows a growth of
approximately 42.84 % over the previous year's total income of Rs. 52,196.68 lacs (Rs. 5,219.67 million). The consolidated net
profit of the Company for the year is Rs. 8,676.94 lacs (Rs. 867.69 million] as compared to the previous year's net profit of Rs.
6,676.92 lacs (Rs. 667.69 million], showing a robust growth of approximately 30% over the previous year.

(ii) STANDALONE PERFORMANCE

In the financial year 2024-25, the company achieved significant growth in its standalone total income. The standalone total
income of the Company for the year at Rs. 48,400.67 lacs (Rs. 4,840.07 million] shows a growth of approximately 37.28% over
the previous year's total income of Rs. 35,258.04 lacs (Rs. 3,525.80 million]. The standalone net profit of the Company for the
year is Rs. 6,906.84 lacs (Rs. 690.68 million] as compared to the previous year's net profit of Rs. 5,011.87 lacs (Rs. 501.18
million], showing a significant growth of approximately 37.81% over the previous year.

The standalone domestic revenue and other income of the Company for the year at Rs. 22,999.46 lacs (Rs. 2,299.95 million]
shows a growth of 21.64% over the previous year's revenue and other income of Rs. 18,908.02 lacs (Rs. 1,890.80 million]. The
standalone export revenue and other income of the Company during the year at Rs. 24,474.52 lacs (Rs. 2,447.46 million] as
compared to the previous year revenue and other income of Rs. 15,626.92 lacs (Rs. 1,562.70 million] shows an increase of 56.62
% over the previous year.

(iii) SUBSIDIARIES PERFORMANCE

a) SHIVPAD ENGINEERS PVT. LTD., INDIA

Shivpad Engineers Pvt. Ltd. is a wholly owned subsidiary of the Company, operating in Ambattur Industrial Estate, Chennai -
600058. Tamil Nadu, India. It is engaged in the Design, Manufacture, and Supply of treatment process equipment for Water
Treatment, Wastewater treatment, and Sewage Treatment Plants, and also Chemical process Industry equipment related
to solid-liquid separation, viz., Milk of Lime preparation plant equipment, Multi-deck Clarifiers, Rake & Screw Classifiers, and
other ancillary businesses.

In the financial year 2024-25, the total income of the Company at Rs. 4,027.38 lacs (Rs. 402.73 million] shows a growth of
approximately 118.32% over the previous year's total income of Rs. 1,844.69 lacs (Rs. 184.47 million]. The net profit of the
Company for the year was Rs. 670.76 lacs (Rs. 67.08 million] as against the previous year's net profit of Rs. 190.83 lacs (Rs.
19.08 million], showing a significant growth of approximately 251.50% over the previous year.

Effective 1st April 2024 (Subject to approval of Hon'ble NCLT, Indore bench, as the merging process is going on with NCLT,
Indore ], Shivpad Engineers Pvt Ltd is being merged with Jash Engineering Limited as Unit-5 with a view to reducing the
number of subsidiaries and to consolidate operations.

b) RODNEY HUNT INC. USA (Formerly known as Jash USA Inc.)

JASH USA INC DBA Rodney Hunt is a wholly owned subsidiary of the Company, operating in Houston, Texas 77036, USA, with
its manufacturing facility in Orange, Massachusetts, It is engaged in manufacturing a wide range of water control gates and
equipment for Water Intake Systems, Water and Waste Water Pumping Stations and Treatment Plants, Storm Water
Pumping Stations, Water Transmission Lines, and for various industries,

In the financial year 2024-25, the total income of the Company for the year at USD 34,27 million (equivalent to Rs, 29,331,75
lacs / Rs, 2,933,17 million] showed a growth of approximately 28,83% over the previous year total income of USD 26,60 million
(equivalent to Rs, 22,761,75 lacs / Rs, 2,276,17 million], The net profit of the Company for the year was USD 2,30 million
(equivalent to Rs, 1,967,54 lacs / Rs 196,75 million] as compared to the previous year's net profit of USD 2,11 million (equivalent
to Rs, 1,802,24 lacs / Rs 180,22 million], showing an increase of approximately 9% over the previous year's profit,

c) MAHR MASCHINENBAU Ges.m.b.H, AUSTRIA

Mahr Maschinenbau Ges,m,b,H is a wholly owned subsidiary of the Company operating in Vienna, Austria, It is now engaged
in the development of new technology for screening and screening handling equipment, and all its manufacturing activities
have been closed down,

In the financial year 2024-25, the total income of the Company was Euro 0,13 million (equivalent to Rs, 116,01 lacs / Rs, 11,60
million] as against the previous year's total income of Nil, The net loss of the Company for the year was Euro - 0,08 million
(equivalent to Rs, -81,36 lacs / Rs, -8,14 million] as compared to the previous year's net Loss of Euro - 0,11 (equivalent to
Rs, -104,02 lacs / Rs, -10,40 million],

d) ENGINEERING & MANUFACTURING JASH LIMITED, Hong Kong

Engineering & Manufacturing JASH Limited is a wholly owned subsidiary of the Company operating in Tsim Sha Tsui,
Kowloon, Hong Kong, It is engaged in the marketing of Screening and Screening conveying equipment manufactured under
the E&M Jash Brand, a well-established and approved brand with DSD, Hong Kong, The company has no employees, and its
products are made using Mahr Maschinenbau technology and designs, and the manufacturing is done in the Jash
Engineering facility at SEZ Pithampur,

In the financial year 2024-25, the total income of the Company was HKD 10,231 (equivalent to Rs, 1,12 lacs / Rs, 0,11 million] as
against the total income of the previous year of HKD 3,23,240 (equivalent to Rs, 35,49 lacs / Rs, 3,55 million], The net Loss of
the Company for the year was HKD -61,462 (equivalent to Rs, -6,75 lacs / Rs, -0,68 million] as against the previous year's net
profit of HKD 213,845 (equivalent to Rs, 23,48 lacs / Rs, 2,35 million],

e) WATERFRONT FLUID CONTROLS LTD, UK

Waterfront Fluid Controls Ltd, operating in Glasgow, UK, is a subsidiary of the Company w,e,f, 30/04/2024, The Company
currently owns 80% of the shareholding in Waterfront, with the remaining being held by the key management of Waterfront,
Waterfront specializes in the water and industrial fluid control sector for both the UK and international markets, The
company provides various services, including pre-tender liaison, assistance with specifications, supply of spares, and
installation/commissioning of equipment for all treatment plants,

In the financial year 2024-25, the total income of the Company was GBP 2,87 million (equivalent to Rs, 3,184,40 lacs / Rs,
318,44 million], The net loss of the Company for the year was GBP 0,43 million (equivalent to Rs, 475,16 lacs / Rs, 47,52 million],

f) JASH INVENT INDIA PRIVATE LIMITED, INDIA

Jash Invent India Private Limited, operating in Indore, India, has been a subsidiary of the Company since 2023-24, The
Company currently owns 50% of the shareholding in Jash Invent, with the remaining 50% being held by the German partners
Invent Umwelt Und Verfahrenstechnik AG, Germany, Jash Invent specializes in the water and wastewater treatment sector
and markets products like Aerators, Mixtures, Aerator-Mixer, Decanter, and other allied equipment, These products are either
made at the Jash facility in India or at the Invent facility in Germany and supplied in the Indian market,

In the financial year 2024-25, the total income of the Company was Rs, 205,73 lacs (Rs, 20,57 million] as against the previous
year's total income, which was Nil because of it being the first year of incorporation, The net loss of the Company for the year
2024-25 was Rs, -36,56 lacs (Rs, -3,66 million] as against the previous year's net profit of Rs, -24,54 lacs (Rs, -2,45 million],

3. PROSPECTS FOR YEAR 2025-26

A. DOMESTIC MARKET SITUATION

The water and wastewater treatment market in India is experiencing significant growth, driven by factors like rapid
urbanization, industrialization, and increasing water scarcity, and fueled by both public and private sector initiatives aimed
at improving water infrastructure and addressing environmental concerns,

Of the total population of 1,4 billion, 35% are concentrated in urban centres & It is estimated that by 2040, 50% of the
country's population will be in urban cities, The increasing population in urban areas and the expansion of industries are
leading to a higher demand for water and the generation of more wastewater, which needs to be treated before being
disposed of back into water sources, Many regions in India face water shortages, making efficient water management and
wastewater treatment crucial, The Indian government has launched several programs and missions, such as the Jal Jeevan
Mission and the Swachh Bharat Mission, to improve water supply and sanitation infrastructure, Public-private partnerships
(PPPs] are becoming more common, with private companies investing in and operating wastewater treatment facilities,
Industries like power, food and beverage, chemicals, and pharmaceuticals are investing in advanced wastewater treatment
solutions to comply with environmental regulations, There's a growing demand for advanced technologies like tertiary
treatment and other high-end treatment solutions,

Despite government efforts, there are still gaps in infrastructure and service quality, with only 28% of wastewater getting
treated & remaining 72% disposed of in rivers/ lakes/groundwater without any treatment, PPP models are expected to play
a significant role in the development of wastewater treatment infrastructure, There is a growing market for specialized
wastewater treatment solutions for various industries, Companies that can offer innovative and cost-effective solutions will
have a competitive advantage, The Jal Jeevan Mission is creating opportunities for companies to provide water and
sanitation solutions to rural households, Various other schemes, such as the Atal Mission for Rejuvenation and Urban
Transformation (AMRUT], National Mission for Clean Ganga (NMCG], continue to contribute to the growth of the Indian water
and waste sector,

According to Mordor Intelligence research, the India Water and Wastewater Treatment Technology Market size is estimated
at USD 1,13 billion in 2025, and is expected to reach USD 1,89 billion by 2030, at a CAGR of 10,78% during the forecast period
(2025-2030],

B. INTERNATIONAL MARKET SITUATION

The global water and wastewater treatment market continues to grow robustly, valued at USD 346,41 billion in 2024, and
projected to reach USD 617,81 billion by 2032, with a CAGR of 7,5%, This growth is driven by increasing water stress,
urbanization, regulatory mandates, and technological advancements in treatment systems,

Over 40% of the global population resides in areas experiencing high water stress, With less than 1% of the Earth's water
being freshwater, demand for water recycling, reuse, and desalination technologies is rising rapidly, Urban areas are
producing increasing volumes of wastewater, straining municipal treatment capacities, Rapid growth in industries like food
& beverage, power, and chemicals further accelerates wastewater generation, Countries are enforcing stricter discharge
norms (e,g,, EPA, EU Directives, CPCB in India], pushing industries and municipalities to upgrade or expand their treatment
capabilities,

North America is the Market leader with a 38,67% share in 2023, with substantial investment in ageing infrastructure
upgrades and adoption of innovative technologies, Asia-Pacific is the fastest-growing region due to population growth,
industrialization, and increasing environmental awareness-especially in China, India, and Southeast Asia, The Middle East &
Africa have a high reliance on desalination technologies to meet water demand, increasing focus on water reuse and energy-
efficient solutions,

Above opportunities for Equipment Manufacturers, which lead to high demand for valves (knife gate, slide gate, control
valves], pumps, filtration units, disinfection systems, and increasing scope for public-private partnerships (PPPs] and Build-
Operate-Transfer (BOT] models, especially in emerging economies,

C. SALES GROWTH
(I) CONSOLIDATED

The consolidated order book position of the Company as on 1st July 2025 (Orders in hand as on 1st April 2025 plus orders
received till 30th June 2025 less sales effected till 30th June 2025] is Rs, 84,400 lacs (Rs, 8,440 million], Further orders worth
Rs, 2500 lacs (Rs, 250 million] are already negotiated and expected to be received within the next two months,

Based on the sales achieved till 30th June 2025 of approx, Rs, 14267 lacs (Rs, 1426,7 million], the current order book position
and expected order inflow, we are looking at overall year-on-year growth of about 15% in the year 2025-26 on a consolidated
basis, and achieve total revenue/income of approx, Rs, 86,000 lacs (Rs, 8,600 million] with Rs, 54,000 lacs (Rs, 5,400 million]
from international markets and Rs,32,000 lacs (Rs, 3,200 million] from India,

(ii) STANDALONE

The total order book position of the Company as on 1st July 2025 (Orders in hand as on 1st April 2025 plus orders received till
30th June 2025 less sales effected till 30th June 2025) is Rs. 55,947 lacs (Rs. 5594.7 million). This includes orders received
from Rodney Hunt - USA, E&M Jash - Hong Kong, Mahr Maschinenbau - Austria & Waterfront - UK for the manufacturing of
their products in India.

On the basis of the sales achieved till 30th June of approx. Rs. 7,673 lacs (Rs. 767 million), the current order book position and
expected order inflow, we are looking at overall year-on-year growth of about 11% in the year 2025-26 on a standalone basis,
and achieve total revenue/income of approx. Rs. 57100 lacs (Rs. 5710 million).

(iii) SUBSIDIARIES

a) RODNEY HUNT INC., USA (Formerly Known as Jash USA Inc.)

The total order book position of the Company as on 1st July 2025 (Orders in hand as on 1st April 2025 plus orders received till
30th June 2025 less sales effected till 30th June 2025) is USS38.98 million (Rs. 33,133 lacs / Rs. 3,313 million).

On the basis of the sales achieved till 30th June 2025 of approx. US$ 5.478 million (Rs. 4,656 lacs / Rs. 466 million), the current
order book position and expected order inflow, we are conservatively looking at overall year on year growth of about 20% in
the year 2025-26 on a standalone basis and achieve total revenue / income of approx. US$ 41 million (Rs. 34,850 lacs / Rs.
3,485 million).

b) WATERFRONT FLUID CONTROL, UK

The total order book position of the Company as on 1st July 2025 (Orders in hand as on 1st April 2025 plus orders received till
30th June 2025 less sales effected till 30th June 2025) is US$ 1.27 million (Rs. 1079.5 lacs / Rs. 107.95 million).

On the basis of the sales achieved till 30th June 2025 of approx. US$ 1.31 million (Rs. 1113.5 lacs / Rs. 111.35 million), the current
order book position and expected order inflow, we are conservatively looking at overall year on year growth of about 25% in
the year 2025-26 on a standalone basis and achieve total revenue / income of approx. US$ 5.36 million (Rs. 4556 lacs / Rs.
455.6 million).

c) MAHR MASCHINENBAU Ges.m.b.H, AUSTRIA

The total order book position of the Company as on 1st July 2025 (Orders in hand as on 1st April 2025 plus orders received till
30th June 2025 less sales effected till 30th June 2025) is US$ 2.80 million (Rs. 2380 lacs / Rs. 238 million).

Based on the sales achieved till 30th June 2025 of approx. US$ 0.35 million (Rs. 306 lacs / Rs. 30.6 million), the current order
book position and expected order inflow, we are expecting to achieve total revenue/income of approx. US$ 2.59 million (Rs.
2200 lacs / Rs. 220 million). , in the year 2025-26 on a standalone basis

d) ENGINEERING & MANUFACTURING JASH LIMITED, HONG KONG

No major business activities are carried out at this company, and we aim to operate it in the same manner as currently being
done. In fact, with the restarting of business activities from Mahr Maschinenbau, Austria, the need to continue with this
company separately in Hong Kong is no longer critical and hence we are contemplating to merge this company with Mahr
Maschinenbau Austria within this year. A final decision on this will be taken by before end of FY 2025-26.

e) JASH INVENT INDIA PRIVATE LIMITED, INDIA

The total order book position of the Company as on 1st July 2025 (Orders in hand as on 1st April 2025 plus orders received till
30th June 2025 less sales effected till 30th June 2025) is NIL. Further orders worth approx. NIL is already negotiated and
expected to be received within the next two months.

On the basis of the sales achieved till 30th June 2025 of approx. Rs. 32 lacs (Rs. 3.2 million), the current order book position
and expected order inflow, we are conservatively looking at overall year on year growth of about 20% in the year 2025-26 on
standalone basis and achieve total revenue / income of approx. Rs. 240 lacs (Rs. 24 million).

4. FUTURE OUTLOOK & PLANS

A. JASH ENGINEERING LTD., INDIA

Jash Engineering is seeing uptick in order booking based on strong demand in domestic business. This uptick in domestic
demand is expected to continue in future years and to meet this demand significant addition in manufacturing capabilities
and capacity has to be done at Unit-1, Unit-2, Unit-3, Unit-4 & Unit-5 (Chennai after merging).

In Unit-1, to address the concerns of pollution control authorities about operating a coal-based melting furnace in a foundry,
the company plans to switch to an electrically operated induction furnace for melting. This will increase the cost of
operations due to higher rates for electrical energy, but this will partially be off-stetted by increasing the capacity of solar
generation. Switching over to an induction furnace also helps increase yearly casting output by around 30% and also helps
in reducing carbon footprint. Further investment is also planned in increasing the Foundry area and area available for
assembly, testing, and painting for small and medium-sized cast iron water control gates. Investment into additional
equipment for testing and painting of small and medium-sized gates as well as into an additional machining facility, is also
planned. The total cost of all the investment is expected to be about Rs. 1040 lacs (Rs. 104 million). All this is expected to be
commissioned by March 2026.

In Unit-2, the work on Guesthouse is progressing well and all civil work is expected to be over by Sept 2025. The furnishing
work will start thereafter and we expect to commission the Guesthouse by end March 2026. The total cost for Guesthouse is
expected to be about Rs. 275 lakhs (Rs. 27.5 million).

In Unit-3, investment on a CNC double column vertical milling machine for machining jobs as large as 3000 x 4500 mm and on
a lathe to machine spindles of 6000 mm length x 200 mm diameter is planned. The ordering will be done in August 2025 and
the commissioning is expected to be done by March-April 2026. The total cost of all the investment is expected to be about
Rs. 430 lacs (Rs. 43 million).

In Unit-4, an entire new plant of approx. 65,000 sq feet is being made as an extension on a new plot across the road. This
plant will have a facility for larger stores, machining, fabrication, pickling, grit blasting, and assembly of Screens as well as
heavy-fab gates made of stainless steel. The existing facility at Unit-4 will be used mostly for assembly, testing, bath picking,
and grit blasting of small and medium-sized fabricated gates made of stainless steel. The total cost of all the investments is
expected to be about Rs. 1,900 lacs (Rs. 190 million). This plant is expected to be commissioned by March 2026.

Unit-5 is now going to be the Chennai plant designated for Shivpad - Process equipment products made of Stainless-steel
material. This plant is now commissioned, and commercial production will start in August 2025. The incremental investment
in this plant in current financial year will be approx. Rs. 700 lacs (Rs. 70 million).

The company is also in the process of acquiring 90% stake in WesTech Process Equipment India Private Ltd., Mumbai, a
company producing equipment for wastewater treatment in Industrial and Mining segment. The process of Due diligence
has commenced and subject to everything going through this company will become a subsidiary of Jash Engineering by Oct
2025. This acquisition is expected to cost the company about Rs. 4,100 lacs (Rs. 410 million).

The investment in all the Units put together is expected to be about Rs. 4,345 lacs (Rs. 434.5 million) and along with the
acquisition of WesTech the total investment would be approx. Rs. 8,445 lacs (Rs. 844.5 million). This will be met partly by
internal accruals and partly by raising debt from bankers.

B. RODNEY HUNT INC., USA

The Company did US$ 34 million (Rs. 29,300 lacs / Rs. 2,930 million) in revenue in 2024-25, and for the current year, the
tentative revenue projection was US$ 42 million (Rs. 36,000 lacs / Rs. 3,600 million). However, after the Trump administration
has announced the reciprocal tariff come there is now lot of uncertainty over US operations revenue. Due to the prevailing
uncertainty on the applicable tariff, the Company has been indecisive in booking new orders for projects to be manufactured
in India. It is also difficult to take more orders for manufacturing in the US plant at Orange, Massachusetts, because the
company is already facing problems of getting and retaining competent manpower. In view of these issues the growth in the
current financial year will slow down, and the company has lowered its revenue forecast to between US$ 38-40 million (Rs.
32,000-34,000 lacs / Rs. 3,200-3,400 million).

It was earlier proposed to build a new office building of approx. 13,000 sq feet in Houston in 2025. However, after the new
tariff policy of the current US administration of the company decided in May 2025 to postpone the investment in the office
and instead build the manufacturing facility at Houston to make Stainless steel Gates and Screens. The final drawings for
this plant will be ready by August end / mid-September 2025 and submitted to Pearland city for approval. We expect the
approval to come by the end of December and start construction of the plant by Jan-Feb 2026 and commission this plant by
the end of 2026. The total investment envisaged for this plant is about US$ 4.5 million (Rs. 3,830 lacs / Rs. 383 million).

In addition to this, the company will also carry out expansion in the Orange manufacturing facility by occupying the unused
facility. The company currently use about 75,000 sq feet of the old Rodney Hunt facility to make Stainless steel, Carbon steel,
and Cast-iron gates. However, the company expects the business for these products to grow beyond USD 15 million on the
back of the current tariff policy, and for tha,t the company will be required to add more area from the old Rodney Hunt facility.
In that case, the company will have to upgrade the old sheds to make them suitable for production. This will call for
investment of US$ 1.5 million (Rs. 1,300 lacs / Rs. 130 million). The decision on this will be taken by Sept 2025, and the new
facilities will be commissioned by May-June 2026.

The total investment on the new Houston plant and on existing Orange upgradation put together is expected to be about
US$ 6 million (Rs. 5,160 lacs / Rs. 516 million). This will be met partly by funds already raised by Jash in 2024 from stock market
sale and partly by raising debt from RH bankers in USA.

C. WATERFRONT FLUID CONTROLS LTD., UK

All the required investment in Waterfront's office and manufacturing infrastructure is now done, and the new team at the
company is being built. Post acquisition, we realised that the company was still considered as a Scottish company located far
from the heart of UK. This resulted in reservations from major utilities and contractors located in the Midlands / England to do
business with Waterfront, To overcome these reservations and at the same time to have a base in the Midlands, the
company is contemplating an acquisition of another company engaged in the manufacturing and sale of penstocks in the
Midlands. Talks are at an advanced stage, and if everything goes right, this company will be acquired and merged with
Waterfront by October 2026, subject to mandatory due diligence.

The new Waterfront entity post-merger will have having combined revenue of around Serling Pounds 4 million (Rs. 4,600 lacs
/ Rs. 460 million) in 2025-26 and will have a pan-UK presence with easy access to clientele and utilities in England as well as in
Scotland.

To strengthen the balance sheet of Waterfront and to acquire this new company, an amount of approx. Sterling Pounds 2
million (Rs. 2,300 lacs / Rs. 230 million) will be required. This will be sent from Jash Engineering in the form of loan or capital
within next 3-4 months. This amount will be met partly by internal accruals of Jash Engineering and partly by raising debt
from bankers.

5. NEW PRODUCT ADDITION / DEVELOPMENT

The company has a policy of adding new products every year with a view to improve its product portfolio and maintain its
leadership position in India.

A. DISC FILTERS - NEW DESIGN:

The disc filter as per new design from Invent has now been indigenously developed and trial tested at a client site. Further
improvements based on feedback from the trials to address the requirement of MBR process has to be done and these
would be carried out and trials conducted within this year.

However, for primary and secondary treatment operations of Sewage Treatment plants, the new design is found to meet all
the requirements. In view of this, the newly designed machine has already been launched in India. This machine is now ideal
for smaller-sized sewage treatment plants and since its launch, the company has received orders for 6 machines from
various clients, including for supply to projects outside India. After indigenous development and manufacturing, these
machines are finally being sold at a profit in the Indian market after paying due royalty to Invent. We expect to further
economize the cost of production to improve profitability as well as achieve leadership position in smaller Disc Filter
machines business.

B. BLADDER TYPE AIR VESSELS:

The company had decided to develop a bladder-type air vessel to enhance its portfolio of water hammer control products.

This product was successfully developed and manufactured in October 2023. The first order of 9 m³ capacity vessel was taken
and after development was delivered in 2023. Thereafter order of vessel of 40 m³ capacity was taken up. This too was
developed and delivered in early 2025. We have now taken an order for vessels of 60 m³ & 80 m³ capacity. This is under
development and is planned to be delivered in the current financial year. A vessel of 80 m³ capacity is considered amongst
the largest sizes for this product, and there are very few manufacturers who produce this size.

Once these large bladder type air vessels are developed and delivered then development of the whole range will be
considered to be done.

C. HIGH PRESSURE KNIFE GATE VALVES FOR CANADIAN OIL SANDS

We have tied up with a Canadian supplier who is quite established in the oil sands business. Along with him, we have
developed a KGV of DN 150 size for 52 bar pressure. This valve has been supplied and successfully tested by the customer at
their facility. Now the customer has applied for a Canadian Registration Number ( CRN ) for sizes DN 50 to DN 800 based on
the drawings and data submitted by us. Once the CRN activity is done, the client will place a trial order for various other sizes
for testing purposes. Successful development of this product can lead to export business in excess of Rs. 1,000 lacs (Rs. 100
million) every year in the future.

D. CONVEYORS & INTAKE STATION FOR SOLID WASTES COMING FROM CITIES

We have completed engineering drawings and trials for a solid waste intake station for SFC for the incoming solid waste
coming from cities. This will comprise of stainless-steel chamber where trucks can tipple and dump solid wastes collected
from cities. The material will be mixed using 3 or 4 screw conveyor and then conveyed up to segregating station. This is an
indigenization of currently imported equipment used by SFC at their solid waste treatment plants.

We are now waiting for trial order after which we would make the equipment for their new projects. If this is found to meet
their expectations then we can look forward to about Rs 1,000 lacs (Rs. 100 million) business every year in future.

E. AGITATORS AND MIXERS, AERATOR MIXER, TURBO BLOWERS, DECANTERS

Jash Invent India Pvt. Ltd.; India was incorporated in September 2023. Some of the products will be made by Jash
Engineering Ltd. and some of the products will be directly imported and sold. All the products will be marketed and sold by
the JV company. Marketing activities have commenced, and a few orders for these products have been received. Currently,
Invent products are found to be very expensive by the clients in India and so scaling up will remain a challenge until
estimation, offer preparation, drawing submission, and part manufacturing activities are started in India.

6. OCCUPATION HEALTH & SAFETY (OH&S):

Your company is involved in an initiative that results to positive engagement of personnel on the plant at every level with
regard to safety. Two key areas of focus were identified, namely facility Management for the employees and Equipment,
Tools, & Material Management. The Facility management initiative was implemented to ensure adequate welfare facilities
for labor, such as washrooms with bathing facilities, restrooms, availability of drinking water, etc. The Equipment, Tools &
Material Management Program ensured that the tools used by them were safe. The process of screening was aligned with
the Company's objectives to ensure 'Zero Harm'. The Company has complied with all applicable environmental and labor
laws.

7. SUBSIDIARY, ASSOCIATE, AND JOINT VENTURE OF THE COMPANY:

As of 31st March, 2025, your Company has the following companies as wholly owned subsidiaries and Joint Venture. Further,
your company is not a subsidiary, associate, or joint venture of any other company during the period under review: -

During the year under review, JASH Engineering Limited acquired 80% shares of Waterfront Fluid Controls Limited, Glasgow,
Scotland, UK, on 30/04/2024.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial
Statements of your Company, which form part of this Annual Report. Further, a Statement containing salient features of
financial information of the wholly owned subsidiaries and Joint ventures is disclosed in the prescribed format AOC-1,
pursuant to Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is annexed to this
Report as Annexure-A.

In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND As)-110 on Consolidated Financial
Reporting, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form
and manner, as that of the Company, which shall be laid before its ensuing AGM along with its Standalone Financial
Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended 31st
March, 2025, form part of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the
Consolidated Financial Statements, and the related information of the Company and the Audited Accounts of the Subsidiary
Company are available on our website, i.e., www.jashindia.com.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms an integral part of this report and is annexed as Annexure- B which gives details
of the overall industry structure, economic developments, performance, and state of affairs of the Company's various
businesses.

9. DIVIDEND:

Keeping in view of the long-term growth strategy and to ensure that shareholders get sustained return on their
investments, your Board of Directors of the Company, on its meeting held on 04.03.2025 declare Interim dividend of 40% on
Face Value of fully paid-up Shares i.e. Rs. 0.80 per fully paid-up equity share of Rs. 2/- each, aggregating to Rs. 5,00,50,180/-
(Five Crore Fifty Thousand One Hundred Eighty only) as Interim dividend for the financial year 2024-25.

The Board of Directors of the Company, at its meeting held on 05.05.2025 recommended a final dividend of 60% on face value
of fully paid-up Shares i.e. Rs. 1.20 per fully paid-up equity share of Rs. 2/- each, aggregating to Rs. 7,53,06,150/- (Rs. Seven
Crore Fifty-Three Lacks Six Thousand One Hundred Fifty Only) as final dividend for the financial year 2024-25. The payment is
subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") of the Company. Pursuant to the
provisions of the Income-tax Act, 1961, dividends paid or distributed by the companies shall be taxable in the hands of the
Members. The Company shall, accordingly, make the payment of dividends after deduction of tax at source, at the rates
prescribed therein.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulations, 2015"), is available on the
Company's website at https://www.jashindia.com/investors/policies-reports-filings

10. CAPITAL STRUCTURE:

STOCK-SPLIT/ SUB-DIVISION

To broaden our shareholder base and increase the accessibility of our shares to a diverse range of investors, during the year
under review, as a result of sub-division/split of existing 1 (one) equity share of the Company, having face value of ? 10/-
(Rupees Ten only) each, into 5 (five) equity share having face value of ? 2/- (Rupees two only) each w.e.f. 30th October, 2024.
Post the stock split/sub-division, your Company's shares have become affordable, thereby leading to a doubling of the
number of shareholders and contributing to the development of a strong retail shareholder base.

SHARE CAPITAL :

During the year under review, there were changes in the Paid-up share capital of the Company due to allotment of 8,73,100
Equity shares having a face value of ?2/- each were allotted under Jash Engineering Employee Stock Option Scheme 2019"
(JASH ESOP Scheme 2019 I & II).

The brief details of paid-up Equity Share Capital of the Company on year-end are as follows:

The brief details of paid-up Equity Share Capital of the Company on year-end are as follows:

11. TRANSFER TO RESERVES:

For the Financial year ended 31st March 2025, Your Company has not transferred any amount to the General Reserve out of
profit available for appropriation.

12. CREDIT RATING :

The Company has been rated by India Ratings Limited ("Credit Rating Agency"), as below:

13. BOARD OF DIRECTORS

A. COMPOSITION OF THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the
Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or reenactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of
Board of Directors and Key Managerial Personnel are as follows:

B. BOARD INDEPENDENCE

The Board comprises an optimal number of Independent Directors. Our definition of 'Independence' of Directors or Regulation
is derived from Regulation 16 of SEBI (LODR) Regulations, 2015, and Section 149(6) of the Companies Act, 2013, The Company
comprised a total of 8 directors as on 31st March 2025 on the Board, out of whom the following directors are independent
Directors:

1, Mr, Durgalal Tuljaram Manwani

2, Mr, Brij Mohan Maheshwari

3, Ms, Sunita Kishnani

4, Mr, Vishwapati Trivedi

All the abovenamed Directors have registered themselves with the Independent Directors Databank maintained by the
Indian Institute of Corporate Affairs ("IICA") and are either exempted from or have complied with the requirements of the
online proficiency self-assessment test conducted by IICA,

The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience,
proficiency, expertise, and hold high standards of integrity,

C. DECLARATION AND RE-APPOINTMENT OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of
independence as prescribed under section 149(6) of the Companies Act, 2013, Further that the Board is of the opinion that all
the independent directors fulfill the criteria as laid down under the Companies Act, 2013, and the SEBI (LODR) Regulations,
2015 during the year 2024-25, Further, as per provisions of the Companies Act, 2013, Independent Directors were appointed
for a term of 5 (five) consecutive years and shall be eligible for re-appointment at the end of their respective term by passing
of a special resolution by the Company under respective regulations if permitted, and shall not be liable to retire by rotation,

D. DIRECTORS LIABLE TO RETIRE BY ROTATION SEEKING RE-APPOINTMENT

Mr, Axel Schutte (DIN: 02591276), Director of the company, is liable to retire by rotation at the ensuing annual general meeting
and, being eligible, offers themselves for re-appointment, Your directors recommend passing the necessary resolution as
proposed in Item No, 3 of the Notice,

The Company also consists of the following Key Managerial Personnel:

The following persons are currently designated as KMP of the Company under Sections 2(51) and 203 of the Act, read with the

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E. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in Directors and Key Managerial Personnel of the Company,

F. MD/CEO & CFO CERTIFICATION

As required by Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the CFO certificate for the year under review was placed
before the Board at its meeting held on May 5, 2025, A copy of such a certificate forms a part of the Corporate Governance
Report,

14. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company's/business policy and strategy apart from other
Board business, The Board meets once every quarter, Additional meetings of the Board/Committees are convened as may
be necessary for the proper management of the business operations of the Company, A separate meeting of Independent
Directors is also held at least once a year to review the performance of the Chairman, other Non-Independent Directors, and
the Board as a whole,

Four meetings of the Board were held during the year under review, A detailed update on the Board and its meetings held
and attendance of the Directors at these meetings, is provided in the Corporate Governance Report, which forms a part of
this Annual Report

15. COMMITTEES OF THE BOARD

Your Company has constituted the Committee(s) as mandated under the provisions of the Act and Listing Regulations,
Currently, there are six committees of the Board, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Executive & Borrowing Committee

• Risk Management Committee

The details of Board Committees are prescribed in the Corporate Governance Report is annexed as Annexure-C of the Board
Report,

COMMITTEE RECOMMENDATIONS

During the year, recommendations of all the Committees were accepted by the Board,

16. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION, AND BOARD EVALUATION

Pursuant to the provisions of Section 134(3) (c) of the Act, the policy of the Company on the appointment and remuneration
of Directors including criteria for determining qualifications, positive attributes, independence of a director and other
matters provided under Section 178(3) of the Act is annexed to this Report as Annexure-D and is uploaded on company's
website www.Jashindia.com

BOARD EVALUATION

Our Company has conducted an Annual Performance Evaluation for all Board Members as well as the work of the Board and
its Committees, This evaluation was led with a specific focus on the performance and effective functioning of the Board, The
Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, and
the Listing Regulations, In a separate meeting of Independent Directors, the performance of Non-Independent Directors and,
performance of the Board as a whole was evaluated, taking into account the views of the Executive Directors and Non¬
Executive Directors, The same was discussed in the Board Meeting that followed the meeting of the Independent Directors,
at which the performance of the Board, its committees, and individual Directors was also discussed,

The following are some of the broad issues that are considered in performance evaluation:

• Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and
relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic
planning, etc,

• Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings
and time allocated for discussions at meetings, functioning of Board Committees, and effectiveness of its
advice/recommendation to the Board, etc,

• Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings,
representation of shareholders' interest and enhancing shareholding value, experience, and expertise to provide feedback
and guidance to top management on business strategy, governance, risk, and understanding of the organization's strategy,
etc,

The outcome of the Board Evaluation for the financial year 2024-25 was discussed by the Board, and on the basis of such
discussion, the Board analyzed the result of actions taken by the Board for improving Board effectiveness based on feedback
received in the previous year, Further, the Board also noted areas in which the Board requires more focus for future Board
efficiency,

17. CODE OF CONDUCT:

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for their
directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013, The Company
has adopted a Code of Conduct for all Directors and Senior Management of the Company, and the same has been hosted on
the website of the company www.Jashindia.com.

18. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,
confirm that:

a. 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 have been followed, and there are no material departures from the
same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent 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;

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

d. The Directors have prepared the annual accounts on a 'going concern' basis;

e. 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

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

19. INTERNAL CONTROL

The Company has put in place adequate internal financial control procedures and has identified and documented all key
financial controls that impact the financial statements as part of its Standard Operating Procedures. The financial controls
are tested for operating effectiveness through an ongoing monitoring and review process by the management, and also
independently by the Internal Auditor.

Given the nature of business and size of operations, Your Company's Internal Control System has been designed to provide for:

• Accurate recording of transactions with internal checks and prompt reporting.

• Adherence to applicable Accounting Standards and Policies.

• Compliance with applicable statutes, policies, and management policies and procedures.

• Effective use of resources and safeguarding of assets.

The Internal Control System provides for well-documented policies/guidelines, authorizations, and approval procedures.
Your Company, through its Internal Auditors, M/s. Mahesh C Solanki & Co, Chartered Accountants, engaged as Internal
auditors for the financial year 2024-25, carried out periodic audits at all locations and functions based on the plan approved
by the Audit Committee and brought out any deviation from Internal Control procedures. The observations arising out of the
audit are periodically reviewed and compliance ensured.

The summary of the Internal Audit observations and the status of implementation are submitted to the Audit Committee.
The status of implementation of the recommendations is reviewed by the Audit Committee regularly, and concerns, if any,
are reported to the Board. Your Company, as per the requirement of Section 143 (3) (I), has carried out extensive testing of
the internal financial controls in the Company, which has also been duly audited by the Statutory Auditors of the Company,
and which are adequate and satisfactory. The Statutory Auditors have expressed an unqualified opinion on the Company's
financial statements.

20. CORPORATE GOVERNANCE REPORT:

Your company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility, and
accountability, and is committed to adopting and adhering to best corporate governance practices.

The Company has a strong legacy of fair, transparent, and ethical governance practices, and it is believed that good Corporate
Governance is essential for achieving long-term corporate goals and enhancing stakeholders' value. Your Company implements
Corporate Governance through robust board governance processes, internal control systems and processes, and strong audit
mechanisms. However, the provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, providing a separate report on corporate governance under Regulation 34(3) read with para C of Schedule V are set out in
Annexure C to this report. It also includes a certificate from the Practicing Company Secretary in respect of compliance with the
provisions of the SEBI (LODR) Regulations, 2015, related to Corporate Governance.

21. AUDITOR AND AUDITOR'S REPORT:

STATUTORY AUDITOR:

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (FRN: 117366W/W-100018) as Statutory Auditors of the Company,
having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, been appointed as the Statutory Auditors of the Company by the Shareholders of the Company at
their Annual General Meeting held on 23rd September 2022, for 5 consecutive years, to hold office as statutory auditor till the
conclusion of the 53rd Annual General Meeting, continue as the Auditors of the Company.

The report of the M/s Deloitte Haskins & Sells LLP, Chartered Accountants (FRN: 117366W/W-100018) as Statutory Auditors on
Standalone & Consolidated Financial Statements for the FY 2024-25 forms part of the Annual Report which are self¬
explanatory and do not call for any further comment and the said report does not contain any qualification, reservation,
disclaimer or adverse remark and they has not reported any incident of fraud pursuant to the provision of Section 143(12) of
the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act. Further, in terms of
Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, the Statutory Auditors of the Company are subjected to the Peer
Review process of the Institute of Chartered Accountants of India and they have confirmed that they hold a valid certificate
issued by the 'Peer Review Board' of Institute of Chartered Accountants of India.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankit Joshi, Practicing Company Secretary (FCS 13203
and COP NO. 18660), Indore, to conduct a Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3
for the financial year ended March 31st, 2025, is enclosed as Annexure-E to the Board Report.

Further, pursuant to the SEBI (LODR) Regulations, 2015, and based on the recommendation of the Board of Directors of the
Company, it is proposed to appoint Mr. Ankit Joshi, a Peer Reviewed Company Secretary in Whole-time Practice,
(Membership No.: FCS 13203 and Certificate of Practice No.: 18660), as the Secretarial Auditor of the Company, to hold office
for a period of 5 (five) consecutive financial years commencing from April 1, 2025 till March 31, 2030.

Accordingly, an item for the appointment of Mr. Ankit Joshi as the Secretarial Auditor of the Company is being placed at the
ensuing AGM for approval of the Members. Information about the proposed appointment is given in the Notice of AGM, which
forms part of this Annual Report.

COST AUDITOR:

Pursuant to the provision of Section 148 of the Companies Act, 2013 pertaining to the audit of cost records is applicable to the
Company. The Board has appointed M/s M.P. Turakhia & Associates, Cost Accountant, to audit the cost records of your
company for the financial year 2024-25.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as
amended from time to time, the Company is required to maintain cost records and have the audit of its cost records
conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section
148(1) of the Act. The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s M.P.
Turakhia & Associates, Cost Accountant, as Cost Auditors for the FY 2025-26, on a remuneration as mentioned in the notice
of the 51st AGM. A Certificate from M/s M.P. Turakhia & Associates, Cost Accountant, has been received to the effect that their
appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of
the Act and Rules framed thereunder. The Cost Audit Report for FY 2024-25 does not contain any qualification, reservation,
disclaimer, or adverse remark. A resolution seeking Members' ratification for the remuneration payable to the Cost Auditor
forms part of the Notice of 51st AGM, and the same is recommended for your consideration and ratification.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and rule thereunder and regulation 18(3) of SEBI LODR,
and based on the recommendations of the Audit Committee, M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered
Accountants, Indore, was appointed as the Internal Auditors of the Company to conduct the Internal Audit for the FY 2024¬
25. The Internal Auditors report directly to the Audit Committee and make comprehensive presentations at the Audit
Committee meeting(s) on the Internal Audit Report covering the business areas required by the Audit Committee, from time
to time.

Your Board has appointed M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered Accountants, Indore, as Internal Auditor
of the Company for the FY 2025-26. None of the Auditors of the Company has reported any fraud to the Audit Committee or
to the Board of Directors under Section 143(12) of the Act, including rules made thereunder

22. Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, the Company has undertaken an audit for the year ended
March 31, 2025, for all applicable compliances, The Annual Secretarial Compliance Report, duly signed by Mr. Ankit Joshi,
Practicing Company Secretary, is available on the website of the Company at https://www.jashindia.com/
investors/policies-reports-filings.

23. DISCLOSURE REQUIREMENTS:

As per the Provisions of the SEBI (LODR) Regulations, 2015 entered into with the stock exchanges, the corporate governance
report with the auditor's certificate thereon and management discussion and analysis are attached, which form part of this
report.

Details of the familiarization program of the independent directors are available on the website of the Company,
www.Jashindia.com

24. FINANCE:

The Company continues to focus on judicious management of its working capital. Receivables, inventories, and other working
capital parameters were kept under strict check through continuous monitoring.

25. DEPOSITS:

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013,
and the Companies (Acceptance of Deposits) Rules, 2014, and there were no remaining unclaimed deposits as on 31st March,
2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the
Companies Act, 2013, and the Rules made thereunder :

Further, your company has filed Form DPT-3 for the Annual compliance as at 31st March, 2025, for the amount received by the
company, which is not under the purview of section 73 of the Companies Act, 2013, read with Companies (Acceptance of
Deposit) rules, 2014, as amended from time to time.

26. HUMAN RESOURCE DEVELOPMENT:

The value of human assets has an impact on all critical business decisions, and its utilization directly affects the ability of the
organizational assets to realize their optimum value. The Company's human resource strategy is formulated considering
people as its most valuable asset. Your Company puts its best efforts in talent acquisition, talent retention, performance
management, and learning and training initiatives to ensure that your Company consistently develops inspiring, strong, and
credible human resources. Your Company nurtures a culture of trust and mutual respect in all its employees and seeks to
ensure that company's values and principles are understood by all and are the reference point in all people matters. The
Company maintained healthy, cordial, and harmonious industrial relations at all levels. The company remained at the
forefront of the industry due to the enthusiasm and continuous efforts of employees. Various measures have been
introduced throughout the organization to improve productivity at all levels.

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results
underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent
Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply
through organic and inorganic growth.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of the loans given, guarantees extended, or securities provided and the investments made by the Company,
in terms of the provisions of Section 186 of the Companies Act, 2013, and the rules framed thereunder, have been adequately
described in the notes to the Financial Statements. The same are in consonance the provisions of the aforesaid section. The
Company has complied in respect of loans and guarantees and investment pursuant to Section 186 of the Companies Act, 2013.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The related party transactions are placed before the Audit Committee on a quarterly basis for their approval/noting, as the
case may be. During the year under review, all the related party transactions entered into by the Company were made with
the prior approval of the Audit Committee. All such transactions were at an arms length basis and in the ordinary course of
business of the Company, and details of such transactions have been adequately described in Note No. 49 to the financial
statements of the Company for the FY 2024-25, which form a part of the Annual Report. The transactions entered into by the
company are audited. The details of the transactions with the related parties are provided in the accompanying financial
statements, and all transactions entered into by the Company with related parties were at arm's length price in terms of the
provision of Section 188 of the Companies Act, 2013, during the period under review. Form AOC-2 annexed as an Annexure-F
as per Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013. Furthe,r there are no materially significant
Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as Annexure-G.

30. CORPORATE SOCIAL RESPOSIBILITY:

The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are
applicable in view of the profits and turnover of the company. Your Company was required to undertake CSR projects during
the year 2024-25 under the provisions of section 135 of the Companies Act, 2013, and the rules made thereunder. As part of
its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken activities, which are in accordance
with the CSR Policy of the Company and Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is
annexed herewith as Annexure-H.

31. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31st, 2025 is available on the Company's website and can be accessed at
https://www.jashindia.com/.

32. RISK MANAGEMENT:

Risks are events, situations, or circumstances that may lead to negative consequences on the Company's businesses. Risk
management is a structured approach to managing uncertainty. A formal enterprise wide approach to Risk Management is
being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all
business divisions and corporate functions will embrace the Risk Management Policy and Guidelines, and make use of these
in their decision-making. Key business risks and their mitigation are considered in the annual/strategic business plans and in
periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of
time will become embedded into the Company's business systems and processes, such that our responses to risks remain
current and dynamic.

The Risk Management Committee has been designated by the Board for reviewing the adequacy of the risk management
framework of the Company, the key risks associated with the businesses of the Company and the measures are taken in
place to minimize the same, and thereafter the details are presented to and discussed at the Board meeting. There are no
risks identified by the Board that may threaten the existence of the Company.The Risk Management Policy is hosted on the
Company's website www.jashindia.com.

33. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company's Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, has framed 'Vigil Mechanism Policy' for Directors and
employees of the Company. The policy is to provide a mechanism that ensures adequate safeguards to employees and
Directors from any victimization for raising concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any financial statements and reports, and so on. The Vigil Mechanism Policy is hosted on the
Company's website www.jashindia.com.

34. PARTICULARS OF INTERNAL COMMITTEE AND COMPLAINTS RECEIVED UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted the Internal Committee under the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 headed by the women employee of the Company. There is no
complaint received during the year and pending at the ended financial year under provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators/Courts which would impact the going concern status of the
Company and its future operations,

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT;

Except that as stated in the relevant places, the material changes, development, regarding project which is ongoing, from
the 31st March, 2025 till the date of the Board Reports, there are no material changes which may affect the financial position
of the Company,

37. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION AND PARTICULARS OF
EMPLOYEES:

Pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, disclosures with respect to the remuneration of Directors, KMP, and
employees are enclosed as Annexure-I to the Board's Report,

The information required under Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the
Members excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including amendments thereof), any Member interested in obtaining the same may write
to the Company Secretary at the Registered Office of the Company,

38. EMPLOYEE STOCK OPTION SCHEME:

In the present competitive economic environment in the country and in the long-term interests of the Company and its
shareholders, it is necessary that the Company adopts suitable measures for attracting and retaining qualified, talented,
and competent personnel. An employee stock option scheme, designed to foster a sense of ownership and belonging
amongst personnel, is a well-accepted approach to this end, It is, therefore, appropriate to consider an Employee Stock
Option Scheme for the employees of the Company and/or subsidiary company(ies), whether working in India or abroad, The
Nomination and Remuneration Committee, inter alia, administers and monitors the Company's employees' stock option
scheme (ESOP Scheme) in accordance with the applicable SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI
SBEB), The details on Options granted, exercised, and lapsed during the financial year 2024-25 and other particulars as
required under the Act, read with its rules and SEBI (Share Based Employee Benefits) Regulations, 2014, with regard to
Employees' Stock Options are enclosed herewith as Annexure - J to the Board Report,

Your Company has allotted 6,80,700 Equity shares of the Company having face value @ Rs, 2/- per share to the eligible
employee of Company, under Jash Engineering Employee Stock Option Scheme 2019" (JASH ESOP Scheme 2019) on
22,04,2024 and allotted 1,92,400 Equity shares of the Company having face value @ Rs, 2/- per share to the eligible employee
of Company, under Jash Engineering Employee Stock Option Scheme 2019" (JASH ESOP Scheme 2019) on 20,03,2025,
Certificate from Mr, Ankit Joshi, Practicing Company Secretary (No,: FCS 13203 and Certificate of Practice No,: 18660), the
Secretarial Auditor of the Company, confirming that the schemes have been implemented in accordance with the said SEBI
Regulations, would be placed at the ensuing AGM of the Company for inspection by the Members,

Details of Jash Engineering Employee Stock Option Scheme 2019 (JASH ESOP Scheme 2019) are also available on the
website of the Company www.Jashindia.com

39. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels,

40. PREVENTION OF INSIDER TRADING:

In view of SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company,

The Company periodically circulates informative emails on Prohibition of Insider Trading, Do's and Don'ts, etc, to the Directors
and Designated Persons to familiarize them with the provisions of the Insider Trading Code and to create awareness on
various aspects of Insider Trading and the SEBI Insider Trading Regulations and also ensure that the internal controls are
adequate and effective to ensure compliance,

41. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of Section 134(3)(C)(a) of the Companies Act, 2013, there were no frauds committed against the
Company and persons who are reportable under Section 141 (12) by the Auditors to the Central Government, Also, there were
no non-reportable frauds during the Financial Year 2024-25,

42. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("the Rules"), notified by the Ministry of Corporate Affairs, All unpaid or unclaimed dividends are required to be
transferred by the company to the IEPF established by the Government of India after the completion of seven years, During
the year under review company has transferred Rs, 18,700/- relating to unclaimed and unpaid dividends of FY 16-17 to the IEPF
Authority in the year 2024-25 as per the requirement of the said IEPF rules,

43. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company,

44. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA:

The company complies with all applicable mandatory Secretarial Standards as issued by the Institute of Company
Secretaries of India,

45. DIRECTORS & OFFICERS INSURANCE POLICY:

The company has in place the insurance policy for its directors and officers with a quantum and coverage as approved by the
board, The policy complies with the requirement of Regulation 25(10) of SEBI (LODR) Regulations, 2015, The same are also
available on the Company's website, www.jashindia.com

46. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The SEBI vide its circular dated May 10, 2021, had introduced a new reporting requirement on Environmental, Social and
Governance (ESG) parameters called the "Business Responsibility and Sustainability Report" (BRSR), which is intended
towards having quantitative and standardized disclosures on ESG parameters to enable comparability across companies,
sectors and time which will be helpful for investors to make better investment decision for the listed companies which is
being mandatory for the top 1000 listed companies as per market capitalization, Hence, being counted in the top 1000 listed
companies as per market capitalization for FY 2024-25, your Company has adopted the BRSR mechanism as part of its
business, and the said BRSR are enclosed herewith as Annexure - K.

47. OTHER DISCLOSURES:

Your Company has complied with the applicable Secretarial Standards relating to 'Meetings of the Board of Directors' and
'General Meetings' during the year.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016, which
materially impact the business of the Company.

The Company has not issued equity shares with differential rights as to dividend, voting, or otherwise

48. LISTING ON MAIN BOARD OF BSE LIMITED (BSE)

Your Company has been listed on the main board of BSE Ltd w.e.f. 20/05/2025. The equity shares of the Company continue
to be listed on the National Stock Exchange of India Limited and BSE Limited. The Annual Listing Fee for the financial year
2025-26 has been paid to these exchanges.

49. CAUTIONARY STATEMENT:

The statements made in this Report and Management Discussion and Analysis Report relating to the Company's objectives,
projections, outlook, expectations, and others may be "forward-looking statements" within the meaning of applicable laws
and regulations, Actual results may differ from expectations expressed or implied. Some factors could make a difference to
the Company's operations that may be, such as changes in government policies, global market conditions, foreign exchange
fluctuations, natural disasters, etc.

50. ACKNOWLEDGEMENTS:

Your directors acknowledge the dedication and commitment of your company's employees to the growth of your company,
and their unstinted support has been integral to your company's ongoing success. Your directors appreciate the support of
State Bank of India, HDFC Bank Limited, Axis Bank Limited, Kotak Mahindra Bank Limited, ICICI Bank, M1 Exchange, and
various government agencies, customers, and suppliers throughout the year for their support and confidence shown in the
management of the company. The Directors also gratefully acknowledge the support of the NSE, BSE, Share Transfer Agent,
and other intermediaries of the Public Issue of the Company, and also to all stakeholders of the Company, viz., customers,
members, dealers, vendors, and other business partners, for the excellent support received from them during the year.

For & on behalf of the board of directors of
Jash Engineering Limited

Sd/ Sd/

Pratik Patel Suresh Patel

Place: Indore Chairman & Managing Director Executive Director

Date: 07/08/2025 DIN: 00780920 DIN: 00012072