Tothe Members

Your directors have pleasure in submitting their first Board Report (Post listing) of the Company together with the Audited Financial Statements for the financialyear ending 31^st March 2024.

1. Performance and Financial & other highlights

Your company was incorporated as a wholly owned subsidiary of Jasch Industries Ltd, to receive the demerged undertaking of industrial gauges and equipments from Jasch Industries Ltd. Pursuant to a scheme of demerger approved by Hon'ble NationalCompany LawTribunal("NCLT"), New Delhi Bench vide its order dated 12-09-2023, which became effective after business hours of 30-09-2023, itceased to be a wholly owned subsidiary of Jasch Industries Ltd. Accordingly, your Company did not carry on any business till the demerged undertaking was vested in it. Salient features of the scheme were as follows:

a) Demerger and vesting ofthe IndustrialGauges & Equipments ("demerged undertaking'') of Jasch Industries Ltd to Jasch GaugingTechnologies Ltd on a going concern basis,

b) In consideration of, the above, allotment of 2 fully paid-up equity share of the Jasch Gauging Technologies Ltd having face value of Rs. 10 each to the equity shareholders of Jasch Industries Ltd for every 5 fully paid-up equity share of Rs. 10 each held by them in Jasch Industries Ltd,

c) Listing of equity shares of Jasch GaugingTechnologies Ltd with BSE Limited,

d) Increase in Authorised share capital of your Company from Rs. 4,00,00,000 (40,00,000 equity shares of Rs. 10 each) to Rs. 5,00,00,000 (50,00,000 equity shares of Rs. 10 each)

e) Cancellation of the entire pre-scheme paid up share capital held by Jasch Industries Ltd in Jasch GaugingTechnologies Ltd as its holding Company and the latter ceasing to be a wholly owned subsidiary ofthe former.

The company started its manufacturing activities w.e.f. 01-10-2023. However, as per the aforesaid order of the Hon'ble NCLT, "appointed date" i.e. the date from which the demerged business would be deemed to have been vested in your Company, was 01 -04-2022. Therefore, by a legal fiction, with effect from 01-04-2022, Jasch Industries Ltd was deemed to be carrying on the demerged business as a trustee of your Company. Accordingly, the figures of the previous financial year 2022-23 were "restated", treating the demerged business actually carried on by Jasch Industries Ltd, as if your company had carried it on w.e.f. 01-04-2022. Thus, "restated" figures are the sum of demerged business carried on by Jasch Industries Ltd for the period from 01-04-2023 to 30-09-2023 and the business carried on byJasch GaugingTechnologies Ltd thereafter upto 31-03-2024.

The financial highlights of company during the financialyear ended 31st March 2024 on standalone basis are given below:

As is manifest from above, duringthe year under report, our company achieved a sales of Rs. 6314.88 lakh, with an operating profit (before interest and depreciation) of Rs. 2249.69 lakh and net profit (after interest, depreciation, income tax and deferred tax) of Rs. 1604.43 lakh. The management considers overall performance to be satisfactory.

The financial statements of the company have been audited by independent statutory auditors, who have subjected themselves to peer review. Their Audit report, which is annexed, is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer calling for comments by the Board.

2. Dividend & Transfer to reserves

The Board is pleased to propose a dividend of Rs. 2.50/-(Rupees two & fifty paisa only) per equity share of Rs. 10/- (Rupees ten only) each fully paid-up of the Company for the financial year 2023-24 to be paid out of profits of that year and transfer Rs. 11.33 lakh to reserves. Dividend is subject to approval of members at the ensuing AGM and shall be subject to deduction of income tax at source.

3. Material changes between the end of financial year and the date of the Board Report and future prospects

No materialchanges and commitments affectingthe financialposition of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors' Report.

Industrial Gauges & Equipment' are classified as capital goods. These are generally bought by paper, plastic, steel and galvanizing industry. Revenues and consequent profits from industrial gauges, depend on growth of these industries. In case of a downward trend in the economy, investment in capital goods is the last priority of an enterprise. The Company has an order book position sufficient to catertothe demand for the next three months, with more orders trickling in.

4. Changes among Directors & Key Managerial Personnel

Duringthe year under report, the following changes took place amongst directors and key managerial personnel:

a) Key managerial personnel appointed (all w.e.f. 01-10-2023):

- Shri Jai Kishan Garg was appointed as Managing Directorfor a period of three years.

- Shri Manish Garg was appointed as Executive Director for a period ofthree years

- Shri Mahender Paliwal was appointed as Chief Financial Officer.

- Shri Neeraj Kumarwas appointed as Company Secretary.

b) Independent Directors appointed (all w.e.f. 18-08-2023):

Shri Om Prakash Garg, Ms. Neetu and Shri Shri Bhagwan Gupta were appointed as Independent Directors.

c) Cessation

Shri Ramnik Garg ceased as Director w.e.f 19-08-2023.

d) Retiringdirector seeking re-appointment

Shri Manish Garg, a non-independent director retires by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment in the same capacity.

5. Annual Return

The Annual Return ofthe Company will be available at the website of the Company after it is filed with the Ministry of Corporate Affairs (ROC).

6. Subsidiaries, Consolidated Accounts and materiality

The Company did not have any subsidiary, joint ventures or associate companies either at the beginning or at end ofthe year.

7. Deposits

The Company has not invited/accepted any deposits from the public duringthe year ended 31st March 2024. There were no deposits outstanding at the beginning or the end ofthe year.

8. Internal Audit, Internal Financial Control Systems & their adequacy

Duringthe year the Company had engaged services of M/s Vishal G. Goel& Co, Chartered Accountants as Internal Auditors for the Financial Year 2023-24 effective from 01.10.2023. The scope of their work included review of processes for safeguarding the assets of Company, effectiveness of systems and processes and assessingthe internal control strengths in all areas. Managementis havingtight control on all the operations of the Company. All expenses are scrutinized and approved by the top management. The Company has adequate system so as to have proper check and control on every department. Deviation from established system, if any, are placed before Audit Committee of the Board for review and corrective action to be taken, if any.

9. Cost Audit & Cost Record

Neither provisions related to theCostAuditnor of maintenance ofcost recordsas specified in Section 148 ofthe Companies Act 2013 were applicable to the Company duringthe year under report.

10. Disclosure pursuant to Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has a policy on prevention of and affirmative action for sexual harassment of women, about which all the employees are communicated periodically. For this purpose, the Company has also constituted an Internal Complaints Committees. At the beginning or end ofthe financial year under report, no cases were pending and duringthe year, no cases were filed or disposed of under that Act.

11. Corporate Social Responsibility

The Company does notfallunderthe purview of Section 135(1) ofthe Companies Act 2013, hence it is not required to constitute a Corporate Social Responsibility Committee and also not required to formulate policy on corporate social responsibility.

12. Particulars of Specified Employees

Details of employees whose particulars are required to be disclosed in the Directors' Report pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C.

13. Board & Board Committee Meetings

The Board of Directors is the apex body constituted by shareholders for overseeing the Company's overall functioning. The Board provides and evaluates the Company's strategic direction, management policies and their effectiveness and ensures that stakeholders' long-term interests are being served. The Chairman and Managing Director (CM D) provides overall direction and guidance to the Board.

The Board has constituted three Committees, namely Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee and is empowered to constitute additionalfunctional Committees from time to time, depending on business needs.

For statements on composition of the Board, Audit Committee, Nomination & Remuneration Committee ("NRC"), Stakeholders Relationship Committee and their Meetings held during the year; Independent Directors, their brief resume, the declarations of Independence given by them and appointment of Key Managerial Personnel, please refer to Annexure A (Corporate Governance Report). Terms and conditions of appointmentof Independent Directors can be accessed from the website of the Company at the following web link: https://jasch.net.in/appointment-training-of-ids/. Details of Board and Committee Meetings held during the year under report are given in the annexed Corporate Governance Report.

14. Evaluation of Board, its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Other Disclosure) Regulations, 2015 (hereinafter called the "Listing Regulations), the Board carries out periodic evaluation of its own performance, that of the directors individually as well as that of its Committees as per the criteria suggested by the Institute of Company Secretaries of India and adopted by the NRC and the Board, which includes knowledge of directors' duties and responsibilities; understanding of Company's vision, mission, strategic plan and key issues, diligence and participation in Board, Committee and General Meetings and leadership traits.

15. Company's Policy on Appointment and Remuneration and other matters relating to Directors

For a policy on Directors' appointment, remuneration and criteria for determining their qualifications, positive attributes, independence and evaluation, required to be disclosed under Section 178(3) of the Companies Act, 2013 and under the Listing Regulations, please refer to Annexure B.

16. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Schedule V, Part II Section II

The requisite details relating to ratio of remuneration, percentage increase in remuneration, etc. of managerial personnel, as stipulated under the Section/Rules mentioned in the above sub- heading, are annexed as Annexure C to this Report. Disclosure pursuant to Schedule V, Part II, Section II relating to remuneration and other details of directors are given in the attached Corporate Governance Report (Annexure A).

17. Statutory Au dito r, Aud it & Aud it Repo rt

M/s Mittal & Mittal Associates, Chartered Accountants, who have subjected themselves to a peer review, have carried out statutory audit of Company's financial accounts for the year. The report given by them (Auditors' Report) is self- explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. There is no matter reportable under Section 143(12) of the Companies Act, 2013.

18. Secretarial Audit & Secretarial Auditors' report

During the financial year under Report, the Company subjected itself to Secretarial Audit by Independent Secretarial Auditors, M/s G Aakash & Associates, Company Secretaries and their report in Form M R-3 is at Annexure D.

19. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://jasch.net.in/policies-codes-of- conduct-fair-practices/.

20. Risk management policy

A statement indicating business risks and the management policy to manage the risks, forms part of Management Discussion & Analysis Report attached with Directors' Report as Annexure F.

21. Loans, Guarantees and Investments

As required under Section 18G of the Companies Act, 2013, full particulars of loans and guarantees given, investments made and security provided during the year under Report are contained in the accompanying financial statements.

22. Related Party Transactions

On the recommendation of the Audit Committee, the Board of Directors of the Company has adopted a policy to regulate transactions between the Company and parties related to it. This Policy has been uploaded on the website ofthe Company at www.jasch.net.in underthe link lnvestors>Policies. All the related party transactions thatwere entered duringthe financial year were on arm's length basis and were in the ordinary course ofthe business. The Audit Committee had granted prior omnibus approval to certain related party transactions and the same were subsequently placed before the Audit Committee on quarterly basis for its approval or modification, as the case may be.

Disclosures pursuant to Section 134(3)(h) & Section 188 ofthe Companies Act, 2013, Regulation 34(3) & 53(f) ofthe Listing Regulations and other applicable provisions of laws are contained in the enclosed in Form AOC-2 as Annexure - E to the Board Report and also in Note 37 to Restated Financial Statements. There were no material related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests ofthe Company.

23. Corporate Governance Report & Certificate

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. Corporate Governance Report, together with requisite certificate from the Independent Practicing Company Secretaries, confirming compliance with the conditions of corporate governance as stipulated underthe Listing Regulations is attached.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information required under section 134 (3) (m) ofthe Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules, 2014, is given in Annexure G to this report.

25. Management Discussion and Analysis Report

For Management Discussion & Analysis Report, please refer to Annexure F.

26. ISO certification

The Company has ISO 9001:2015 certification for Quality Standards.

27. Listing

The Equity Shares ofthe Company are listed at the BSE Limited. Scrip Id is 544112.

28. Status of Annexures to Directors' Report

All the Annexures mentioned in this Report form an integral part of the Board Report.

29. Directors Responsibility Statement

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, 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 judgements and estimates that are reasonable and prudentso as to give a true and fair view ofthe state of affairs ofthe Company as at March 31, 2024 and ofthe profit ofthe Company forthe 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 ofthe Act for safeguarding the assets ofthe 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.

30. Appreciation

Your directors wish to place on record their appreciation of the devoted services rendered by theworkers, the staff, the executives ofthe Company, the professionals associated with the Company and for the continued support from its Bankers, HDFC Bank and other stakeholders.