Josts Engineering Company Ltd Directors Report

BOARDS REPORT

The Directors present herewith 119th Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31st, 2026.

1. Financial Summary

			(Rs. in lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Profit Before tax	3,720	2,156	3,993	2,338
Less: Tax Expense:
Current Tax	659	557	666	567
Deferred Tax	22	(11)	(7)	49
Short/(Excess) Provision for Income tax of earlier years	(3)	2	(4)	1
Profit After Tax	3,042	1,608	3,338	1,721
Share of (Loss) of associate	-	-	(1)	(0)
Profit After Tax (attributable to controlling interest)	3,042	1,608	3,337	1,721
Profit/(loss) before tax from discontinued operation	-	-	(190)	39
Tax expense of discontinued operations	-	-	33	6
Net profit for the year	3,042	1,608	3,180	1,754
Balance brought forward from previous year	5,174	3,663	5,111	3,455
Amount available for appropriation	8,216	5,271	8,226	5,209
Less: Dividend paid during the year	148	98	148	98
Balance carried forward	8,068	5,174	8,078	5,111

2. Dividend

The Directors are pleased to recommend a final dividend of Rs. 1.25/- per share (125%) and Special dividend of Rs. 3.75/- per share (375%) on Equity Shares of Rs. 1/- each for the financial year ended March 31st, 2026.

The Final and Special Dividend, subject to the approval of Members at the AGM on Friday, 18th September, 2026, will be paid on or after Tuesday, 22nd September, 2026, to the Members whose names appear in the Register of Members, as on Friday, 11th September, 2026, being the cut-off date, i.e. one day prior to the commencement of the Book Closure dates, i.e. Saturday, 12th September, 2026 to Friday, 18th September, 2026 (both days inclusive).

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final and Special Dividend after deduction of tax at source (TDS).

3. State of the Companys Affairs and Operations:

Income for the year under review, was Rs. 20,217 lakhs as against Rs 21,931 Lakhs in the previous year. The profit before tax after exceptional item was Rs. 3720 Lakhs as against Rs 2,156 Lakhs in the previous year. During the year, the Company completed the sale of its wholly owned subsidiary namely JECL Engineering Limited on 24th March, 2026, pursuant to its strategic business re-alignment plans and includes Material Handling Division (MHD) which was restricted to only non-manufacturing activities and sale of its joint venture namely Suryavayu Renewable and Energy Solutions Private Limited on 30th March, 2026.

Further, the company has also sold its Wholly Owned subsidiary namely Josts Foundation, Section 8 Company, on 8th October, 2025. Generally, business should continue to progress. The Company is now focusing on Engineered Product Division and monetization of Thane land. Barring unforeseen circumstances, there should be improved results in the current financial year 2026-27.

4. Performance of Subsidiaries

As on the date of this Annual Report, the Company has 2 (two) subsidiaries. A list of the companies that were considered in the Consolidated Financial Statements (CFS) for the year ended 31st March, 2026 is included in the notes to the CFS. The CFS, prepared in accordance with Section 129(3) of the Act, and the applicable Accounting Standards, forms part of this Annual Report. Additionally, a separate statement containing the salient features of the financial statements of all subsidiaries and joint venture, in prescribed Form AOC-1, is attached to the Financial Statements of the Company.

This statement provides details of the performance and financial position of each subsidiary and the performance of the joint venture. The audited financial statements, together with related information and other reports of each of the subsidiary companies are available on the Companys website at www.josts.com. The summary of performance of the Companys subsidiaries is provided as below:

MHE Rentals India Private Limited

MHE Rentals India Private Limited (MHE) is a Wholly Owned Subsidiary of the Company and is engaged in equipment rental business. For the year ended March 31st,2026, the turnover was Rs. 1282 lakhs as against Rs.1425 lakhs in the previous year. The Loss for the year ended March 31st, 2026 was Rs. 85 lakhs as against profit of Rs. 83 lakhs in the previous year.

Josts Engineering Inc.

Josts Engineering Inc. is a Wholly Owned Subsidiary of the Company and is engaged in trading of Engineered goods. For the year ended March 31st, 2026, the turnover was Rs. 329 lakhs as against Rs. 340 lakhs in the previous year. The Profit for the year ended March 31st, 2026 was Rs. 65 lakhs as against profit of Rs. 92 lakhs in the previous year.

5. Share Capital

Authorized Share Capital: Your Company has its Authorized Share Capital of Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 1/- (Rupees One) each as on 31st March, 2026.

Issued, Subscribed and Paid-up Share Capital: Your Company has its Issued, Subscribed and Paid-up Share Capital of Rs. 1,18,26,643/- divided into 1,18,26,643 Equity Shares of Rs. 1/- each as on 31st March, 2026.

6. Issue of Equity shares on Rights basis

During the year under review, the Company successfully completed a Rights Issue of Equity Shares which was approved by the Board on 28th January, 2025 to existing equity shareholders in the ratio of 5 Equity Shares for every 27 Equity Shares held on the record date i.e. 20th August, 2025. The issue opened on Friday, 29th August, 2025 and closed on Wednesday, 10th September, 2025 and the shares were allotted on Tuesday, 16th September, 2025.

The Objects of the Issue were:

1. Funding the working capital requirements of our Company; and

2. General Corporate Purposes.

Pursuant to the Letter of Offer dated 13th August, 2025, the Company issued and allotted 18,47,913 rights equity shares to the eligible equity shareholders including promoters on 16th September, 2025 at a price Rs. 270/- each including premium of Rs. 269/- per equity share. Accordingly, the Company had raised capital of Rs. 49,89,36,510/- from the rights issue.

The above stated rights issue equity shares were listed and permitted to trade on the BSE Stock Exchange with effect from Tuesday, 23rd September, 2025.

Accordingly, the rights issue net proceeds were completely utilized/adjusted by the quarter ended on 31st December, 2025 as per the objects, terms and conditions specified in the Letter of Offer dated 13th August, 2025.

Change in Shareholding Pattern

Pursuant to the Rights Issue, there has been a change in the shareholding pattern of the Company. The updated shareholding structure has been filed with the stock exchange in compliance with Regulation 31 of SEBI (LODR) Regulations, 2015.

Compliance Confirmation

The Board of Directors confirms that:

The Rights Issue was carried out in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, the SEBI (LODR) Regulations, 2015, and other applicable rules and regulations.

All necessary approvals, filings, and disclosures relating to the Rights Issue have been made with the Registrar of Companies, SEBI, and the respective Stock Exchange.

The proceeds from the Rights Issue have been utilized strictly for the purposes as disclosed

in the Letter of offer.

Further details regarding the rights issue can be found in the notes to the financial statments at appropriate places.

7. Material Subsidiary

During the period under review, as per the threshold laid down by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, MHE Rentals India Private Limited and JECL Engineering Limited, are the Material Subsidiary of the Company. Consequent to the sale of JECL Engineering Limited (JECL) with effect from 24th March, 2026, JECL ceased to be material subsidiary with effect from 24th March, 2026. The Board of Directors of the Company has approved a policy for determining material subsidiaries which is in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The policy has been uploaded on the companys website at www.josts.com at web link

https://iosts.com/uploads/investor/policies/Policy-on-Material-Subsidiary-06-11-2019.pdf

8. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed as Annexure "A" to the Boards Report.

9. Cyber Security

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

10. Directors Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013:

i) that in the preparation of the Annual Accounts for the year ended March 31st, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed with proper explanation and there are no material departures from the same;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2026 and of the profit of the Company for the year ended on that date;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis;

v) that 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

vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given, as no employee, employed throughout the financial year 2025-26, was in receipt of the remuneration of Rs. 102 lakhs or more and no employee, employed for the part of the financial year 2025-26 was in receipt of remuneration of Rs. 8.50 lakhs or more per month.

12. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2026 on its website at www.josts.com at web link: https://josts.com/templates/Default/pdf/mgt-7-2025-26.pdf

13. Deposits

During the year under review, the Company has not accepted/renewed any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

14. Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

15. Code of Conduct (Code) for Board Members and Senior Management

The Company has adopted, the Code for enhancing further ethical and transparent process in managing the assets and affairs of the Company. This Code has been posted on the website of the Company (www.josts.com) at web link:

https://iosts.com/uploads/investor/policies/code-of-conduct-29-05-2025.pdf

16. Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage Directors and Employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation. The Vigil Mechanism/Whistle Blower Policy has been posted on the website of the Company (www.josts.com) at the weblink https://josts.com/uploads/investor/policies/Whistle-Blower-Policy-14-08-2023.pdf

17. Risk Management Policy

The Company has developed and implemented, a Risk Management Policy in compliance with the provisions of Section 134 (3) (n) of the Companies Act, 2013.

Risk Management is an organization-wide approach towards identification, assessment, communication and management of risk in a cost-effective manner - a holistic approach to managing risk. Generally, this involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence and then making appropriate actions to address the most likely threats.

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Functional/Departmental/Product line heads and headed by Chairman of the Company.

The RMCG shall be collectively responsible for developing the Companys Risk Management principles and Risk Management expectations, in addition to those specific responsibilities as outlined in the Policy. The RMCG will provide updates to the Audit Committee and Board of Directors of the Company on key risks faced by the Company, if any, and the relevant mitigant actions.

The major risks such as Operational Risk, Financial Risk, External Environment and Strategic Risk have been identified and the Risk Management process has been formulated.

The Risk Management Policy has been posted on the website of the Company (www.josts.com) at the web-link:

https://josts.com/uploads/investor/policies/Risk%20Management%20Policy 30th%20July, %202026.pdf

18. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy ("the Policy"). The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons.

The Nomination and Remuneration Policy has been posted on the website of the Company (www.josts.com) at web-link:

https://iosts.com/uploads/investor/policies/nomination-and-remuneration-policy-29-05

-2025.pdf

19. Prevention of Sexual Harassment

The Company has constituted an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints of Sexual Harassment were reported to the Board.

The Policy on prevention of sexual harassment of women at workplace has been posted on the website of the Company (www.josts.com) at web-link:

https://josts.com/uploads/investor/policies/Prevention%20of%20Sexual%20Harassment% 20of%20Women%20at%20Workplace 09.11.2023.pdf

20. Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held on 4th February, 2026 and attended by all the Independent Directors of the Company without the presence of Non-Independent Directors and members of the management and reviewed the performance of Non-Independent Directors and the Board as a whole and the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board including its Committees which is necessary to effectively and reasonably perform and discharge their duties.

21. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations evaluation has been carried out by the Board, Nomination and Remuneration Committee (NRC) and by the Independent Directors.

The Board has carried out an annual performance evaluation of its own, individual directors including Independent Directors (excluding the director being evaluated) and its Committees.

Board evaluation was carried out on the basis of a questionnaire, prepared after considering various inputs received from the Directors, covering various aspects revealing the efficiency of the Boards functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

Performance evaluation of every Director was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

In their separate meeting, the Independent Directors had carried out performance evaluation of Non-Independent Directors, the Board as a whole and the Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.

The performances of Committees were evaluated on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all its responsibilities, Committees maintain the confidentiality of their discussions and decisions, Committee conducts a self-evaluation at least annually, Committees make periodically reporting to the Board along with its suggestions and recommendations.

Independent Directors performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and independent judgement in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

The Board found the evaluation satisfactory, and no observations were raised during the said evaluation in current year as well as in previous year.

22. Related Party Transactions

All contracts/ arrangements/ transactions entered by the Company during FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business. There were no Material Related Party Transactions (MRPTs) undertaken by the Company during the year that require Shareholders approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure "B" to the Boards Report.

Your directors draw attention of the shareholders to the financial statements which set out related party disclosures.

Related Party Transactions Policy as approved by the Board has been uploaded on the Companys website www.jost.com at the weblink:

https://iosts.com/uploads/investor/policies/policy-on-related-party-transaction-29-05-2025.pdf

23. Number of Meetings of the Board

The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees is in the report on Corporate Governance.

Since 1907

24. Committees Meetings of the Board

During the period under review, 3 Meetings of Nomination and Remuneration Committee, 4 Meetings of Stakeholders Relationship Committee, 5 Meetings of Audit Committee, 3 Meetings of Corporate Social Responsibility Committee, 5 Meetings of Share Transfer Committee, 5 Meetings of Rights Issue Committee, and 1 Meeting of Land Monetization Committee, the details of which are given in the Corporate Governance Report forming part of this Annual Report.

25. Audit Committee

As on 31st March, 2026, the Audit Committee of the Company consists of Mr. Sanjiv Swarup, as Chairman of the Committee and Mr. Jai Prakash Agarwal, Mrs. Rekha Shreeratan Bagry, Mr. Pramod Kumar Maheshwari, as members of the Committee. Mrs. Babita Kumari, Company Secretary, acts as secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board during the year.

26. Auditors

(i) Statutory Auditors

M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W) was appointed as Statutory Auditors of the Company at the 115th Annual General Meeting of the Company held on 26th September, 2022 for a term of five years till the conclusion of 120th AGM to be held in the year 2027.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors has not reported any incident of fraud during the year under review.

(ii) Secretarial Auditor

Pursuant to section 204 of the Act, read with the rule made thereunder and Regulation 24A of SEBI Listing Regulations, M/s Anubhuti Akshay & Associates, (Firm Registration No.- P2015RJ043900) a peer reviewed firm of Company Secretaries in Practice, were appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from financial year 2025-26 to financial year 2029-30. M/s Anubhuti Akshay & Associates have confirmed that they are not disqualified to continue as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company. The Secretarial Audit Report for the year under review is provided as Annexure-C of this report.

During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Annual Report. MHE Rentals India Private Limited (MHE) and JECL Engineering Limited (JECL) has been identified as Material Unlisted Subsidiary of the Company in India for the Financial Year ended 31st March 2026 and accordingly the Company is annexing their Secretarial Audit Report as Annexure C.

(iii) Internal Auditors

Your Directors, during the year under review, appointed M/s S.G.C.0 & Co., LLP, to act as the Internal Auditors of the Company for the financial year 2025-26 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and the Internal Auditor directly reports to the Audit Committee.

(iv) Cost Records and Cost Audit

Your Directors inform the Members that during the year under review pursuant to Section 148 (1) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the Company has duly made and maintained the accounts and cost records. In this connection, the Board of Directors of the Company on the recommendation of Audit Committee had approved the appointment of M/s. R.R. Ahirwar & Associates, Cost and Management Accountants, (Firm Registration No. 103745), as the Cost Auditor of the Company for the year financial year 2025-26.

The Cost Audit Report issued for the financial year 2025-26, does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable.

27. Corporate Social Responsibility (CSR)

The Company has in place a Corporate Social Responsibility Policy ("CSR policy") in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee ("CSR Committee") and on approval of the Board of Directors of the Company.

The CSR Committee undertakes CSR activities in accordance with its Corporate Social Responsibility Policy (CSR Policy) uploaded on the Companys website at www.josts.com at the web link: https://josts.com/uploads/investor/policies/CSR-Policy-14-11-2022.pdf

The 2% of the average net profit, as calculated pursuant to the provisions of Companies Act, 2013, to be spent for CSR expenditure in the Financial Year 2025-26 was Rs 29.81 Lakhs, whereas total amount spent by the Company on CSR activities was Rs. 30 Lakhs. The detailed report on CSR activities is enclosed as Annexure "D" to the Boards report.

28. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013, and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014

Disclosure with respect to the remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure "E" to the Boards Report.

29. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure "F" and forms an integral part of this Boards Report.

30. Corporate Governance

The Corporate Governance Report for the year ended March 31st, 2026 along with Certificate of Compliance of conditions of the Corporate Governance received from the M/s Anubhuti Akshay & Associates, Company Secretaries as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) is annexed as Annexure "G" and forms an integral part of this Boards Report.

31. Internal Control System

The Company has an effective Internal Control System in place considering the size, scale and complexity of operations.

The internal control is supplemented by the detailed internal audit program, reviewed by management and by the Audit Committee and documented Policies, SOPs, Guidelines and Procedures.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the company.

32. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. However, members attention is drawn to the statement on Contingent Liabilities in the notes forming part of the Financial Statements.

33. Declaration of Independence

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

34. Directors and Key Managerial Personnel

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

Name	Designation	Category
Mr. Jai Prakash Agarwal (DIN: 00242232)	Chairman and Whole Time Director	Executive
Mr. Vishal Jain (DIN: 00709250)	Managing Director & CEO	Executive
Mrs. Shikha Jain (DIN: 06778623)	Non Independent Director	Non-Executive
Mr. Sanjiv Swarup (DIN: 00132716)	Independent Director	Non-Executive
Mrs. Rekha Shreeratan Bagry (DIN: 08620347)	Independent Director	Non-Executive
Mr. Pramod Kumar Maheshwari (DIN: 00185711)	Independent Director	Non-Executive
Mr. Pranesh Bhandari	Chief Financial Officer (CFO)	Key Managerial Personnel
Mrs. Babita Kumari	Company Secretary & Compliance Officer	Key Managerial Personnel

Mr. Jai Prakash Agarwal (DIN: 00242232), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

Mr. Pranesh Bhandari, Chief Financial Officer (CFO) of the Company resigned with effect from 31st March, 2026. The Board places on record its appreciation for the contribution made by him during his tenure as CFO of the Company. Mr. Kailash Chandra Somani was appointed as Chief Financial Officer (CFO) of the Company with effect from 1stApril,2026 in his place.

The term of Mr. Vishal Jain (DIN: 00709250) as Managing Director of the Company is due for completion on 3rd October, 2026. Your Directors upon recommendation of Nomination and Remuneration Committee and Audit Committee proposed to reappoint Mr. Vishal Jain (DIN: 00709250), as Managing Director and Chief Executive Officer of the Company for further period of 5 Years i.e. from 4th October, 2026 to 3rd October, 2031. The proposal for confirmation of reappointment of Mr. Vishal Jain (DIN: 00709250) as Managing Director and Chief Executive Officer of the Company for further period of 5 years and remuneration payable to him, shall be put up before the ensuing Annual General Meeting for the approval of the Shareholders of the Company.

The term of Mr. Jai Prakash Agarwal (DIN:00242232) as an Executive Chairman i.e. Chairman and Whole Time Director of the Company is due for completion on 31st March, 2027. Your Directors upon recommendation of Nomination and Remuneration Committee and Audit Committee proposed to reappoint Mr. Jai Prakash Agarwal (DIN: 00242232), as an Executive Chairman i.e. Chairman and Whole Time Director of the Company for further period of 5 Years i.e. from 1st April, 2027 till 31st March, 2032.

The proposal for confirmation of reappointment of Mr. Jai Prakash Agarwal (DIN: 00242232) as an Executive Chairman i.e Chairman and Whole Time Director of the Company for further period of 5 years and remuneration payable to him, shall be put up before the ensuing Annual General Meeting for the approval of the Shareholders of the Company.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of this AGM, forming part of the Annual Report.

35. Investor Education & Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website.

In light of the aforesaid provisions, the Company is required to transfer dividends which remained unpaid/ unclaimed for a period of seven years to the IEPF established by the Central Government. The unpaid/ unclaimed dividend for the year ended March 31, 2019 is due for transfer to IEPF on or after 3rd September, 2026.

During the period under review, the Company transferred 12,330 Equity Shares of Rs. 1/- each, on which dividend of the year 2018 remained unclaimed for seven consecutive years to Investor Education and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies Act, 2013 within the scheduled time.

Further, a Dividend amount of Rs. 30,012/- which remained unclaimed against dividend of the year 2018, was transferred to IEPF pursuant to Section 124 of the Companies Act, 2013 within the Scheduled time.

36. Statement on compliances of applicable Secretarial Standards

In requirement of para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1, your Directors state that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

37. Material changes and commitments if any

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

38. Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financial Statements.

39. Change in the nature of business

During the period under review, the Company has sold its 100% shareholding in its material subsidiary namely JECL Engineering Limited (JECL) on 24th March, 2026 includes its Material Handling Division (MHD) which was restricted to only non-manufacturing activities, consequent to which JECL cease to be the subsidiary of the Company. Presently, the Company is engaged in business of sales and services of Engineered Products.

40. Statement in respect of adequacy of internal financial control with reference to the financial statements.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

41. Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code.

42. Reserves

During the financial year ended March 31st, 2026, no amount was transferred to General reserves.

43. Compliance with Maternity Benefit Act

The Company is committed to ensure the welfare of its women employees and provides maternity benefits as per the statutory requirements.

Your directors further state that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review.

44. Details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

During the year under review, there has been no one-time settlement of Loans taken from Bank and Financial Institutions. Hence the said clause is not applicable to the Company.

45. Acknowledgements

The Board of Directors wish to place on record their appreciation for the continued support and co-operation by the bankers, customers, suppliers and other stakeholders. The Directors also thank the employees at all levels for their hard work, dedication and support.

	For and on behalf of the Board
	Josts Engineering Company Limited
	Sd/-
	Jai Prakash Agarwal
	Chairman and Whole Time Director
	DIN: 00242232
Date: 30th July, 2026
Place: Mumbai