Jash Engineering Ltd Directors Report

To.

The Members of

Jash Engineering Limited

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:

(Rs. in lakh)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Total Income	48,400.67	35,258.04	74,556.04	52,196.68
Expenditure other than financial charges and depreciation	38,107.26	27,582.71	60,756.54	41,681.98
Gross Profit before Interest, Depreciation & Taxes	10,293.41	7,675.33	13,773.80	10,502.43
Less: Interest & Financial Charges	1,023.15	985.30	1,307.32	1,103.03
Less: Depreciation	753.45	685.47	1,702.81	1,076.82
Less: Earlier years adjustments	-	-	-	-
Net profit before tax for the year	8,516.81	6,004.56	10,763.67	8,322.58
Provisions for tax	1,609.97	992.69	2,086.73	1,645.66
Net Profit after Tax	6,906.84	5,011.87	8,676.94	6,676.92
Less: Other Comprehensive Income	169.54	90.63	(139.72]	(86.21]
Total Comprehensive Income	6,737.30	4,921.24	8,816.66	6,763.13
No. of Equity Shares	1,255.10	1,237.64	1,255.10	1,237.64
Equity Shares held in ESOP Trust	-	-	-	-
Earnings Per Share*	11.05	8.31	13.88	11.07
Diluted EPS	10.97	8.19	13.78	10.91

*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 companys 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 years 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 years 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 years 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 years 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 years 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 years 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 years 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 Honble 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 years 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 years 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 years 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 years 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 years 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 years 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 years 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 countrys 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, Theres 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 Earths 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 Waterfronts 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 Companys 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: -

S. No.	Name of the Company	Status as on 1st April, 2024	Any change in status	Status as on 31st March, 2025
1	Shivpad Engineers Pvt. Ltd.	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
2	Rodney Hunt INC. USA (Formerly known as Jash USA Inc.)	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
3	Mahr Maschinenbau Ges. mbH	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
4	Engineering and Manufacturing Jash Limited	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
5	Jash Invent India Private Limited	Joint Venture	-	Joint Venture
6	Waterfront Fluid Controls Ltd	-	Investment 80% shares of Waterfront Fluid controls Ltd.	Subsidiary

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. MANAGEMENTS 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 Companys 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 Companys 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 Rs. 10/- (Rupees Ten only) each, into 5 (five) equity share having face value of Rs. 2/- (Rupees two only) each w.e.f. 30th October, 2024. Post the stock split/sub-division, your Companys 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 Rs. 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:

Particulars	As at 31st March 2024		Increase in Paid-up Share Capital		As at 31st March 2025
	Number of Shares	(Rs.)	Number of Shares	(Rs.)	Number of Shares	(Rs.)
Paid up Equity Share Capital of Rs. 2/- each	6,18,82,025	12,37,64,050/-	8,73,100	17,46,200/-	6,27,55,125	12,55,10,250/-

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:

Facilities	Rating/Outlook
Non-Fund-Based Working Capital Limits	IND A1
Fund-Based Working Capital Limits	IND A-/Stable/IND A1
Term Loan	IND A-/Stable

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:

Sr. No.	Name of the Director	DIN	Designation
1.	Mr. Pratik Patel	00780920	Chairman & Managing Director
2.	Mr. Suresh Patel	00012072	Executive Director
3.	Mr. Axel Schutte	02591276	Non-Executive Director
4.	Mr. Brij Mohan Maheshwari	00022080	Independent Director
5.	Mr. Rahul Patel	09201061	Non-Executive Director
6.	Ms. Sunita Kishnani	06924681	Independent Director
7.	Mr. Durgalal Tuljaram Manwani	07114081	Independent Director
8.	Mr. Vishwapati Trivedi	00158435	Independent Director

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 Rules framed thereunder:

1.	Mr. Dharmendra Jain	CFO
2.	Mr. Tushar Kharpade	Company Secretary

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 Companys/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. COMPANYS POLICY ON DIRECTORS 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 companys 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 NonExecutive 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 organizations 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. DIRECTORS 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 Companys 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 Companys 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 AUDITORS 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 selfexplanatory 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 202425. 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 auditors 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 :

S. No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits	N.A.
	At the beginning of the year
	Maximum during the year
	At the end of the year
4	Deposits not in compliance with the law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

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 Companys 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 companys 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 arms 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 Companys 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 Companys 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 Companys 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 Companys website www.jashindia.com.

33. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Companys 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 Companys 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.

Category	No. of complaints pending at the beginning of F.Y. 2024-25	No. of complaints filed during the F.Y. 2024-25	No. of complaints pending as at the end of F.Y. 2024-25
Sexual Harassment	NIL

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 EMPLOYEES 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 Boards 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 Companys 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, Dos and Donts, 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 Companys 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 Companys 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 Companys 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 companys employees to the growth of your company, and their unstinted support has been integral to your companys 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