Jash Engineering Ltd

To,

The Members of

JASH ENGINEERING LIMITED

Your Directors have pleasure in presenting the 50^th Directors' Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31^st March, 2024.

The financial statements of the Company are in accordance with the Indian Accounting Standard - IND AS and as per the provision of Section 133 of the Companies Act, 2013 (the ‘Act') read with Companies (Accounts) Rules, 2014 and amendments thereof. The standalone and consolidated financial highlights of the Company for the financial year ended March 31^st, 2024 are summarized below:

(Rs. In Lacs)

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

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, Detritors, 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 largest possible sizes. To ensure this, the company is continuously investing in its manufacturing capability as well as in 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 asJash, Jash Schuette, Jash Mahr, Sureseal, Shivpad, Mahr Maschinenbau, Rodney Hunt, Waterfront, E&M,Jash Invent etc. and its subsidiaries are approved and registered in most of the countries and this ensures availability of wide export market for the company. Over 50% of company revenue comes from sales outside India and the company aims to increase more than 65% in next 2 years' time so as to become a truly Indian Multinational company with majority of revenue coming from outside India.

In the financial year 2023-24, 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. 52,196.68 lacs (Rs. 5219.67 million) shows a growth of approximately 26 % over the previous year total income of Rs. 41,520.77 lacs (Rs. 4,152.07 million). The consolidated net profit of the Company for the year is Rs. 6,676.92 lacs (Rs. 667.69 million) as compared to previous year net profit of Rs. 5,170.12 lacs (Rs. 517.01 million), showing a robust growth of approximately 29.14% over the previous year. In the FY 2023-24, the US subsidiary has also achieved significant profits as compared to last financial year. Continuous increase in profitability of US subsidiary will boost the net profits at the consolidated level in the coming years.

In the financial year 2023-24, the company achieved significant growth in its standalone total income. The standalone total income of the Company for the year at Rs. 35,258.04 lacs (Rs. 3,525.80 million) shows a growth of approximately25.48% over the previous year total income of Rs. 28,097.32 lacs (Rs. 2,809.73 million). The standalone net profit of the Company for the year is Rs. 5,011.87 lacs (Rs. 501.18 million) as compared to previous year net profit of Rs. 4,081.02 lacs (Rs. 408.10 million), showing a significant growth of approximately 22.81% over the previous year.

The standalone domestic revenue and other income of the Company for the year at Rs. 18,908.02 lacs (Rs. 1890.80 million) shows a growth of 7.26% over the previous year revenue and other income of Rs. 17,590.75 lacs (Rs. 1,759.07 million). The standalone export revenue and other income of the Company during the year at Rs. 15,627.84 lacs (Rs. 1,562.78 million) as compared to previous year revenue and other income of Rs. 10506.56 lacs (Rs.1050.65 million) shows an increase of 48.74% over the previous year.

Shivpad Engineers Pvt. Ltd. is a wholly owned subsidiary of the Company, operating in Ambattur Industrial Estate, Chennai - 600058. Tamilnadu, India. It is engaged in Design, Manufacture and Supply of treatment process equipment for Water Treatment, Waste Water 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 business.

In the financial year 2023-24, total income of the Company was Rs. 1844.69 lacs (Rs. 184.46 million) as against the previous year total income of Rs. 2,718.80 lacs (Rs. 271.88 million). The net profit of the Company for the year was Rs. 190.83 lacs (Rs. 19.00 million) as against the previous year net profit of Rs. 498.06 lacs (Rs. 49.80 million). The decline in revenue was on account of slowdown on few key projects due to which the clients were not willing to take delivery of ordered equipment within the financial year. These orders will now be executed in the next financial year.

Effective 1^st April 2024, Shivpad Engineers Pvt Ltd is being merged with Jash Engineering Limited as Unit-5 with a view to reduce the number of subsidiaries and also to consolidate operations.

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 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 2023-24, the company achieved significant growth in its turnover accompanied with significant improvement in profit. The total income of the Company for the year at USD 26.60 million (equivalent to Rs. 22174.65 lacs / Rs. 2217.46 million) showed a growth of approximately 30.65% over the previous year total income of USD 20.36 million (equivalent to Rs. 16974.12 lacs / Rs. 1697.41 million). The net profit of the Company for the year was USD 2.11 million (equivalent to Rs. 1755.76 lacs / Rs 175.57 million) as compared to previous year net profit of USD 1.04 million (equivalent to Rs. 871.22 lacs / Rs. 87.12 million) showing an increase of approximately 102.88% over the previous year profit.

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

In the financial year 2023-24, the total income of the Company was Nil as against the previous year total income of EURO 20,000 (equivalent to Rs. 18.04 lacs / Rs. 1.80 million). The net loss of the Company for the year was Euro -1,12,670.91 (equivalent to Rs. 101.65 lacs / Rs. 10.16 million) as compared to previous year net Loss of Euro -1,08,082.16 (equivalent to Rs. 9751 lacs / Rs. 9.75 million).

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

In the financial year 2023-24, the company achieved significant growth in its turnover accompanied with significant improvement in profit. The total income of the Company for the year was HKD3,23,240 (equivalent to Rs. 34.44 lacs / Rs. 3.44 million) showing a growth of approximately 170.26% over the previous year total income of HKD 1,19,603 (equivalent to Rs. 12.74 lacs / Rs. 1.27 million). The net profit of the Company for the year was HKD 2,13,845 (equivalent to Rs. 22.78 lacs / Rs. 2.27 million) showing a growth of approximately 436.53% over the previous year net profit of HKD 39,857 (equivalent to Rs. 4.25 lacs/ Rs. 0.42 million).

During the financial year 2023-24, a new company was incorporated in India In the name of M\s. Jash Invent India Private Limited, as a joint venture with 50%:50% contribution of equity capital by JASH Engineering Limited, India and Invent Umwelt Und Verfahrenstechnik AO, Germany. JASH Engineering Limited holds 50% equity capital of Joint venture.

The company has put in place one of the most comprehensive facilities for manufacturing of its products and has created capacities and capabilities which are biggest amongst its peers. It has now a total of 4 plants in Indore with 2 plants dedicated for domestic business and 2 plants dedicated for export business, 1 plant under construction in Chennai and expected to be ready by Feb 2025,1 plant in Orange, Massachusetts, USA and! plant in Glasgow UK. All plants put together, the company has nearly 600,000 sq feet plant area under cranes. This ensures that when there are big projects or projects needing fast delivery or complex projects, the clients prefer to opt for the company instead of its peers.

Construction of a newSS Products assembly plant of approx. 28,000 square feet at Unit2 have been completed and this plant was commissioned in Sept 2023. Construction of a new floor in head office building have been completed and this office too was commissioned in Sept 2023. This extension of office can accommodate about 40 people in design and marketing and will ensure that for next 5 years there would be no need for any additional office space. Improvements in machinery and infrastructure was also carried out in Unit 1, Unit 2 and Unit 3 at Indore and at US facility in Orange to improve efficiency and output and reduce outsourcing.

As we step into the year 2024, India stands at a crucial juncture in its journey towards sustainable development. The nation's water and wastewater treatment industry is witnessing a transformative phase, driven by the increasing urbanization, industrialization, and the pressing need for sustainable water management solutions. India had abundant supply of water resources. However, from being a water abundant country, India is experiencing a growing threat of water scarcity due to the combined impact of population pressure and urbanization. At present, it is sustaining 18 % of world population with only 4 % of global water resources. Therefore management of water resources has assumed great im porta nee. Tod ay aval lability of water resources is a major issue and is a big challenge facing our country.

Increasing concerns regarding public health have prompted governments globally, including the Government of India, to prioritize the enhancement of safe drinking water accessibility and the mitigation of pollution stemming from the discharge of untreated or inadequately treated wastewater by diverse industries, such as power generation facilities and refineries.This increased emphasis on improving the standard of living in urban regions is projected to catalyse substantial investments in the refurbishment of existing waste management systems and the establishment of new infrastructures. These initiatives are expected to provide multiple avenues for revenue expansion for entities engaged in the Indian Water and Wastewater Treatment Market.

According to Mordor Intelligence research, The Indian Water and Wastewater Treatment Technology Market is projected to escalate from a valuation of USD 1.02 billion in 2024 to USD 1.71 billion by 2029, registering a Compound Annual Growth Rate (CAGR) of 10.78%. The market is categorized by application into Municipal and Industrial segments, with the Municipal segment commanding a dominant market position. Wastewater treatment is a critical component for numerous urban centers across India, employing a variety of treatment technologies tailored for specific objectives, including initial treatment, primary and secondary treatment, tertiary treatment, Biological Nutrient Removal (BNR), resource recovery, and energy production. This has led to an escalating demand for advanced treatment technologies within the country.

The burgeoning requirement for water treatment is anticipated to drive the demand for essential equipment that is pivotal in controlling, managing, and processing water. The filtration equipment market has witnessed substantial application across both private and residential sectors, while the demand for disinfection equipment is expected to surge due to its utilization in urban and industrial wastewater treatment, as noted by industry leaders. In the context of technological advancements, tertiary water treatment is poised to present intriguing growth prospects, as evidenced by its increasing application in the treatment of municipal wastewater.

Government-led initiatives such as the Atal Mission for Rejuvenation and Urban Transformation (AMRUT), National Mission for Clean Ganga (NMCG), Jal Jeevan Mission, and Community Drinking Water Schemes are instrumental in propelling the growth trajectory of the Indian water and wastewater treatment market. These programs underscore the commitment to ensuring sustainable water management and sanitation practices, thereby fostering a conducive environment for market expansion and technological innovation in the sector.

According to the Fortune Business Insights report, global water and wastewater treatment market size was valued at USD 323.32 billion in 2023 and is projected to grow from USD 346.41 billion in 2024 to USD 617.81 billion by 2032, exhibiting a CAGR of 7.5%. North America dominated the water and wastewater treatment market with a market share of 38.67% in 2023. Water and wastewater treatment is necessary to meet the growing demand for clean water resources, serving municipal, agricultural, and critical industrial processes. Currently, over 40% of the global population resides in regions experiencing acute water stress. With only about 1% of the Earth's water being freshwater, countries grappling with severe water scarcity are compelled to carry out treatment to convert seawater into freshwater via the desalination process.

Governments across the globe are implementing stringent regulationsto mitigate water pollution and promote sustainable water stewardship. Concurrently, rapid urbanization and demographic expansion are exerting pressure on extant water resources and wastewater management systems. Urban locales are responsible for generating substantial quantities of wastewater from household activities, placing a burden on municipal treatment facilities. Furthermore, insufficient sanitation in burgeoning regions aggravates water pollution challenges, necessitating substantial investments in wastewater treatment infrastructure. Governments and local authorities are progressively channeling funds into the expansion and modernization of wastewater treatment plants to cater to expanding populations and enhance water quality standards. This scenario presents a plethora of opportunities for water treatment equipment manufacturers to leverage.

The consolidated order book position of the Company as on 1st August 2024 (Orders in hand as on 1st April 2024 plus orders received till 31st July 2024 less sales effected till 31st July end 2024) is Rs. 93,890 lacs (Rs. 9,389.0 million). Further orders worth Rs. 6,000 lacs (Rs. 600 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2024 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 29% in the year 2024-25 on consolidated basis and achieve total revenue / income of approx. Rs. 67500 lacs (Rs. 6750 million).

The total order book position of the Company as on 1st August 2024 (Orders in hand as on 1st April 2024 plus orders received till 31st July 2024 less sales effected till 31st July end 2024) is Rs. 55,282 lacs (Rs. 5528.2 million). Adding orders received from Rodney Hunt, USA, E&M Jash, Hongkong & Waterfront - UK for manufacturing of their products in India, the total order book position becomes Rs. 62,475 lacs (Rs. 6247.5 million). Further orders worth Rs. 3,800 lacs (Rs. 380.0 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2024 of approx. Rs. 12,887 lacs (Rs. 1288.7 million), the current order book position and expected order inflow, we are looking at overall year on year growth of about 24% in the year 2024-25 on standalone basis and achieve total revenue / income of approx. Rs. 46000 lacs (Rs. 4600 million).

The total order book position of the Company as on 1st August 2024 (Orders in hand as on 1st April 2024 plus o rd e rs received ti 1131st J u ly 2024 less sa I es effected ti 1131st J u ly e nd 2024) is U S$ 46.40 m i 11 ion (Rs. 37,120 I acs / Rs. 3,712 million). Further orders worth approx. US$ 2.75 million (Rs. 2,200 lacs / Rs. 220 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2024 of approx. US$5.20 million (Rs. 4,330 lacs/Rs.433 million), the current order book position and expected order inflow, we are conservatively looking at overall year on year growth of about 31% in the year 2024-25 on standalone basis and achieve total revenue / income of approx. US$35 million (Rs. 28000 lacs / Rs. 2800 million)

The agreement to acquire 80% stake in Waterfront was done in 2023 and the acquisition of the stake was completed in April 2024. The company acquired 80% stake in Waterfront, UK to capitalize on the closure of Ham baker, a leading gate and screen manufacturer in UK. With this acquisition we hope to fill the void created by closure of Hambaker in UK. We are investing in it to ensure that equipment for short delivery projects are manufactured and supplied from UK facility. Long gestation projects will be delivered from other facilities in India or USA or Austria.

The total order book position of the Company as on 1st August 2024 (Orders in hand as on 1st April 2024 plus orders received till 31st July 2024 less sales effected till 31st July end 2024) is US$ 3.25 million (Rs. 2,600 lacs / Rs. 260 million). Further orders worth approx. US$ 2.75 million (Rs. 2,200 lacs / Rs. 220 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2024 of approx. US$ 1.05 million (Rs. 840 lacs / Rs. 84 million), the current order book position and expected order inflow, we are conservatively looking at overall year on year growth of about 48% in the year 2024-25 on standalone basis and achieve total revenue / income of approx. US$ 4 million (Rs. 3200 lacs / Rs. 320 million)

Mahr Maschinenbau GmbH (MM), Austria, is a provider of screens and other products related to the filtering of waste water and was established in the year 1927 by Mr. Matthaeus Mahr, The core competency of MM is design expertise and production of screens required in waste water works with critical usage and high reliability. M M's product portfolio is predominantly comprised ofwater-filtering screens which are customized according to specifications.

As the bar filtering technology was invented and introduced by Mr. Mahr, bar screens are internationally recognized as being “Mahr”-type In nature, regardless of the producer. The name "Mahr” is thus associated with an innovative, market leading technology. Mahr owned many patents used in the screen business which are specifically computer-based systems. These patents distinguished Mahr screens from all other screens over the last 30 years.

JEL and MM had entered into an agreement dated 3 December 2012, for use of design of MM Multiraked Bar Screen by JEL and provision of related engineering and technical support for a consideration. Within 2 years thereafter JEL bought out Gernot Mahr in the company to make MM its 100% subsidiary. Few years after acquisition JEL decided to close down all activities at MM other than design engineering and shift

production as well as marketing activity to India. This decision was taken because Rodney Hunt was then making losses and because it was felt that these work can be done better from India instead of spending money on MM operations. Asa result of this decision, MM did not undertake any significant business activity and has been incurring losses.

Over period, this decision of closing down activities of MM was found to have various limitations as under:

? Offering Mahr product from India under Jash was not accepted in every market, especially in UK and USA.

? The long history of Mahr was getting killed by not promoting MM brand coming from Austria.

? The premium price support and prestige available to Mahr brand from Austria was not found to be available to cobranded productsfrom Jash-Mahr.

? In some markets references of Mahr brand could not be transferred to Jash Mahr brand.

? The financial considerations on which this decision was taken was no more valid with Rodney Hunt coming back to profits and due to increasing profitability of JEL.

As a result of all this and also due to acquisition of Waterfront in UK, where there is a good potential for Mahr screens, the company has now decided to revive operations of MM. Marketing activities were restarted rebranding products as Mahr and within first 3 months of this decision being taken MM got total orders worth more than 2 million dollars reinforcing the strength of Mahr brand. The aim is to slowly start more activities at company level and once again make this company profitable and brand recognized internationally.

On the basis of the orders received till 31st July 2024 of approx. US$3.0 million (Rs.2400 lacs/Rs. 240 million) and expected order inflow, we are conservatively looking to achieve total revenue/income of approx. US$ 2.0 million (Rs. 1600 lacs/Rs. 160 million)

No major business activities are carried out at this company and we aim to operate it In same manner as being done currently.

Jash Engineering will remain the largest manufacturing set up of the whole consolidated operation of all companies. To enhance its manufacturing capabilities and capacity various machinery in Unit-1, Unit-2, Unit-3 & Unit-4 will be installed between Oct 2024 and March 2025. The total cost on this is expected to be about Rs

1000 lakhs.

An extension in canteen at SEZ is being done at a total cost of Rs 50 lakhs and once this is done it will be able to cater to food of all the employees at Unit 3 & 4 in SEZ. A Guesthouse is planned at Unit-2 for stay of company guests for which the company todays spends in excess of Rs 20 lacs on hotel accommodation. Construction work on Guesthouse has started and this will be commissioned by August 2025. The total cost on this is expected to be about Rs 300 lakhs.

Shivpad operations will be merged with Jash in 2024-25. A Production facility of approx. 60,000 sq feet for manufacturing process equipment at Chennai is being set up at a tentative cost of Rs 2000 lakhs. This facility is under construction and is expected to be commissioned by Feb 2025. Once commissioned this facility can contribute close to Rs 7500 lakhs to company revenue/income.

To meet the increasing export business a new extension of SEZ Unit 4 of approx. 64,000 sq feet is planned to manufacture gates and screens for US/UK/European markets. The land is already acquired and the construction activities a re expected to start in Oct 2024 and the plant will be commissioned by Dec 2025. Once commissioned this facility can contribute close to Rs7500 lakhs to company revenue/income.

The North American market for Water control products is in excess of USD 175 million and we expect Rodney Hunt to grow to over USD 45 million in revenue/income by 2027-28. This will enable it to reclaim the 1st position in US market which it had held for over 50 years till 2015.

New office building of approx. 13,000 sq feet in Houston is proposed to be built up in 2025. This facility will be built at an approximate cost of Rs. 2000 lakhs and once this office is built the annual rental cost of about Rs 12000 lakhs for existing office shall cease. This office will allow accommodating the team till we reach revenue of USD 100 million in Rodney Hunt.

Depending upon inflow of orders it is also contemplated to carry out expansion in Orange manufacturing facility by occupying unused facility. We currently use about 75,000 sq feet of the old Rodney Hunt facility but if Orange business grows beyond USD 15 million then we will be required to add more area from old Rodney Hunt facility and in that case we will have to upgrade the old sheds to make it suitable for production area. This will call for investment of Rs. 1500 lakhs.

Finally based on development of the company and increased inflow of orders we plan to put up new manufacturing facility adjoining to the new office in Houston. This faciIity will be used for manufacturing Gates and Screens for markets in South of USA. This work may be taken up in 2027 and completed in 2028 and this facility is expected to cost about Rs. 3300 lakhs.

By year 2029-30 we expect to cross USD 50 million in revenue / income and the team in US is expected to grow to about 70 people with about 35 people in non manufacturing activities and rest in manufacturing activities.

Post acquisition of Waterfront we have already increased its manufacturing capabilities. A new production facility of approx 8000 sq feet has been added at Glasgow facility in May 2024 and this will help in local production of gates for UK market from end of 2024. We are in process of increasing and strengthening its marketing team and network. We have set aggressive targets for growth and are quite confident to increase its revenue to over 12 million pounds by 2028.

In addition to its current product line of standard Water Control Gates, we will utilize Waterfront to push the product line of Screens, Knife gate valves and Heavy Fabricated gates. We have already received breakthrough orders for large sized Heavy fabricated gates and successful completion of this project will open up doors for many such projects in UK and surrounding countries.

The company tentatively plans to stage wise invest approx. Rs. 12000-12500 lakhs in new infrastructure between April 2024 to March 2027 in all its manufacturing facilities as well as subsidiaries with a view to have manufacturing capacity in place to achieve revenue in excess of Rs. 100000 lakhs by March 2028. For this the company is planning to carryout investments as under:

In the year 2024-25 the company plans to invest a round Rs. 3000 lakhs on following :

? Various machinery in Unit-1, Unit-2, Unit-3 & Unit-4 to enhance its manufacturing capabilities to meet the growing demand. Most of these machinery will deinstalled between Oct 2024 and March 2025.

? A Guesthouse at Unit-2 for stay of company guests. Construction work has started and this will be commissioned by August 2025.

? Production facility of approx. 60,000 sq feet for process equipment at Shivpad, Chennai. This is under construction and is expected to be commissioned by Feb 2025.

? New extension of SEZ Unit 4 of approx. 64,000 sq feet to manufacture gates and screens for US/UK/ European markets. The construction activities are expected to start in Oct 2024 and the plant will be commissioned by Dec 2025.

In the year 2025-26 the company plans to invest around Rs. 4500 lakhs on following :

? Furnishing of Guesthouse and various related activities.

? Completion and commissioning of new extension of SEZ Unit 4.

? New office building in Houston on which work is expected to be started in early 2025 and completed by Dec 2025.

? Expansion in Orange manufacturing facility by occupying unused facility.

In the year 2026-27 the company plans to invest around Rs. 4500 lakhs on following :

? New manufacturing facility adjoining to the new office in Houston for manufacturing Gates and Screens. This work may be taken up in 2027 and completed in 2028 and this facility is expected to cost about Rs. 3300 lakhs.

? Misc investments In all manufacturing units to enhance their capabilities.

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.

The disc filter as per new design is being developed in India by Invent. The new sealed version machine designed by Invent helps in reducing the head loss from 850-1000 mm to 450 mm and also increasing the throughput of the machine by 40-75%. We made the first machine and have shown it to Invent engineers who visited Indore in third week Feb 2024. Some minor changes are required to be done in this machine and thereafter this machine will be installed at a clients site in September 2024 so that we can get the feedback on its performance by end of year.

We have manufactured over 98% of machine indigenously thereby reducing the cost substantially. Attractive pricing alongwith positive feedback on performance of new design in line with expectation will enable us to push these machines aggressively in Indian market in future. The market for these machines is in excess of Rs. 5000 lakhs every year and we expect to cater to over 25% of the requirement in India in time to come.

The company had decided to develop 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 for 6 Nos. bladder vessels received for the city of Varanasi was executed in end of 2023 and is expected to be commissioned in 2024. The company has already received another order for 5 Nos. bladder vessels for the state of MP and this is expected to be manufactured and supplied before March 2025. Successful commissioning of both these projects will strengthen the company position in the market.

We have tied up with a Canadian supplier who is quite established in oil sands business. Along with him we are developing KGV of DN 200 size for this application which is highly abrasive in nature. He has placed an order for one valve and the first off valve developed for this supplier will be ready by end of Sept 2024 and will be offered for his inspection subsequently. He will take this valve for testing and if this valve is found to be performing to their expectation then it can lead to development of other sizes of valves and can overall develop into significant business in future. Successful development of this product can lead to export business of about Rs. 1000 lakhs plus every year in future.

We have supplied about 20 conveyors now for solid waste station of SFC and these are working as per their expectations. These were earlier imported by them. Based on this development SFC wants us to now develop an intake station for the incoming solid waste coming from cities. This will comprise of stain less 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. Drawings for this have been submitted and we expect to get a trial order by December 2024. We would then make the equipment and if this is found to meet their expectations then we can look forward to about Rs 1000 lakhs business every year in future.

Jash Invent India Pvt. Ltd., India have been incorporated in September 2023. The products will be made by Jash Engineering Ltd. and marketed and sold by the JV company. A new team to help in manufacturing and marketing of these products have been formed. Indigenous production of these products is expected to be commenced by early 2025. In discussion with Invent this team will be further expanded to enable estimation, offer preparation, drawing submission and subsequently part manufacturing in India within 2025. Once manufacturing is done in India then only we will be able to move forward on Jash Invent product line. Marketing of other products from Invent portfolio like Decanters and Turbo Blowers etc will be taken up under the JV company.

All these products are required in secondary treatment process of waste water. Demand for these products will pick up as implementation of new sewage disposal policy mandated by National Green Tribunal (NGT) & Ministry of Environment (MOE) starts becoming effective. These new products can contribute Rs.7500 lakhs to company turnover by 2029-30.

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

As on 31^st March, 2024 your Company having following companies as wholly owned subsidiaries and Joint Venture. Further, your company is not a subsidiary, associate or joint venture of any other company during the period under review: -

*During the year under review your Company with INVENT Umwelt und Verfahrenstechnik AG, Germany has started a new Joint Venture named M/s. Jash Invent India Private Limited.

Your Company has also acquired 80% stake of Waterfront Fluid Controls Limited, Glasgow, Scotland, UK w.e.f. 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 is forming part of this Annual Report. Further, a Statement containing salient features of financial information of the wholly owned subsidiaries and Joint Venture 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 belaid 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, 2024, forms 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.

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

Board of Directors of the Company, on its meeting held on 09.05.2024 recommended, subject to approval of shareholders, a final dividend of 72% on Face Value of fully paid up Shares i.e. Rs. 7.20 per fully paid-up equity share of Rs. 10/- each, aggregating to Rs. 9,00,90,324/- (Rs. Nine Crore Ninety Thousand Three Hundred Twenty-Four Only) as final dividend for the financial year 2023-24.

During theyear under review, there were changes in the Paid-up share capital of the Company due to allotment of 3,46,447 Equity shares were allotted as preferential issue. The brief details of paid up Equity Share Capital of the Company on year end are as follows:

Your Company on 22/04/2024 has allotted 1,36,140 Equity shares of the Company to the eligible employee of Company, underJash Engineering Employee Stock Option Scheme 2019" (JASH ESOP Scheme 2019 I & II)

For the Financial year ended 31^st March, 2024, Your Company has not transferred any amount to General Reserve out of profit available for appropriation.

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: -

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 total 8 directors as on 31^st March 2024 in the Board out of them the following directors are 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 2023-24. 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 on ending of respective term by passing of a special resolution by the Company and shall not be liable to retire by rotation.

Mr. Rahul Patel (DIN: 09201061) Directors of the company are liable to retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 3 of the Notice.

The Company also consists of the following Key Managerial Personnel:

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

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. Seven meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

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 Corporate Governance Report is annexed as Annexure-C of Board Report.

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is annexed with the Report as Annexure-D and is uploaded on company's website www.jashindia.com.

Our Company has conducted an Annual Performance Evaluation for all Board Members as well as the working of the Board and its Committees. This evaluation was led with specific focus on 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, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

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

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

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

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

The outcome of the Board Evaluation for the financial year 2023-24 was discussed by the Board and on the basis of such discussion Board analysis the result of actions taken by Board for improving Board effectiveness based on feedback received in the previous year. Further, the Board also noted areas on which Board requires more focus for the future Board efficiency.

Regulation 17(5) of theSEBi (LODR) Regulations, 2015 requires listed companies to laydown a Code of Conduct for its 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 same has been hosted on the website of the companvwww.iashindia.com.

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, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2024 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.

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

Accurate recording of transactions with internal checks and prompt reporting.

Adherence to applicable Accounting Standards and Policies.

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

Effective use of resources and safeguarding of assets.

The Internal Control System provides for well documented policies/guidelines, authorizations and approval procedures. Your Company, through its Internal Auditors M/s. Mahesh C Solanki & Co, Chartered Accountants, engaged as Internal auditors for the financial year 2023-24 carried out periodic audits at all locations and functions based on the plan approved by the Audit Committee and brought out any deviation to Internal Control procedures. The observations arising out of the audit are periodically reviewed and compliance ensured.

The summary of the Internal Audit observations and status of implementation are submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board.

Your Company, as per the requirement of the 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 have been found to be adequate and satisfactory.

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 to enhance stakeholders' value. Your Company implements Corporate Cover nance 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 the Annexure C to this report.

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 23 rd September 2022, fora period of 5 consecutive years, so as 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 2023-24 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they has not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

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, (ACS 50124 and COP NO. 18660) Indore to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31st, 2024 is enclosed as Annexure-E to Board Report.

Pursuant to the provision of Section 148 of the Companies Act, 2013 pertaining to 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 you company for the financial year 2023-24.

In terms of the provisions of Section 14B 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. Tu r a khia& Associates, Cost Accountant as Cost Auditors for the FY2024-25, on a remuneration as, mentioned in the notice of 50^th 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 2023-24, does not contain any qualification, reservation, disclaimer or adverse remark. A resolution seeking Member's ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 50^th AGM and the same is recommended for your consideration and ratification.

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 Audit Committee, M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered Accountants, Indore was appointed as Internal Auditors of the Company to conduct the Internal Audit for the FY 2023-24. The Internal Auditors reports directly to the Audit Committee and makes 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 2024-25. None of the Auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder

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

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

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.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 ofthe Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31^st March, 2024. Further, the Company has not accepted any deposit or loans in contravention ofthe provisions ofthe Chapter V ofthe Companies Act, 2013 and the Rules made there under.

Further, your company has filed form DPT-3 for the Annual compliance as at 31^st March, 2024 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.

The value of human assets has impact on all critical business decisions and its utilization directly affects the ability ofthe organizational assets to realize their optimum value. The Company's human resource strategy is formulated considering people as its most valuable asset. Your Company puts 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 resource. Your Company nurtures a culture of trust and mutual respect in all its employees and seeks to ensure that company's values and principles are understood by all and are the reference point in all people matters. The Company maintained healthy, cordial and harmonious industrial relations at all levels. Company remained at the forefront in the industry due to 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.

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 Financial Statements. The same are in consonance the provisions of the aforesaid section. The Company has complied in respect of loan and guarantees and investment pursuant to Section 186 of the Companies Act, 2013.

During the year under review all the related party transactions entered into by the Company were with made 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 detail of such transactions have been adequately described in the Note No. 47 to the financial statements of the Company for the FY 2023-24, 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 transaction entered into by the Company with related party were at arm's length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Form AOC-2 annexed as an Annexure-F as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013. Further 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.

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.

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 2023-24 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken activities, which are in accordance with 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.

The Annual Return of the Company as on March 31^st, 2024 is available on the Company's website and can be accessed at https://www.jashindia.com/.

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage 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 Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

The Risk Management Committee, has been designated by the Board for reviewing the adequacy of the risk management framework of the Company, the key risks associated with the businesses of the Company and the measures are taken in place to minimize the same and thereafter the details are presented to and discussed at the Board meeting. The Risk Management Policy is hosted on the Company's website www.jashindia.com.

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

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.

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

Except that as stated in the relevant places, the material changes, development, regarding project which is ongoing, from the 31^st March, 2024 till the date of the Board Reports, there are no material changes which may affect the financial position of the Company.

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

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

In the present competitive economic environment in the country and in the long-term interests of the Company and its shareholders, it is necessary that the Company adopts suitable measures for attracting and retaining qualified, talented and competent personnel. An employee stock option scheme, designed to foster a sense of ownership and belonging amongst personnel, is a well-accepted approach to this end. It is, therefore, appropriate to consider an Employee Stock Option Scheme for the employees of the Company and/or subsidiary company(ies) whether working in India or abroad. The Nomination and Remuneration Committee, inter alia administers and monitors the Company's employees'stock option scheme (ESOP Scheme) in accordance with the applicable SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB). The details on Options granted, exercised and lapsed during the financial year 2023-24 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits) Regulations, 2014with regard to Employees' Stock Options are enclosed herewith as Annexure - J to the Board Report. Details of ESOP Scheme are also available on the Company's website, www.jashindia.com

Your Company has on 22.04.2024 allotted 1,36,140 Equity shares of the Company to the eligible employee of Company, under Jash Engineering Employee Stock Option Scheme 2019” (DASH ESOP Scheme 2019), out of which 1,16,420 Equity shares were allotted under ESOP 2019 Stage I and 19,720 Equity shares were allotted under ESOP 2019 Stage II.

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

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 regulate trading in securities by the Directors and designated employees of the Company.

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

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 2023-24.

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. Ail unpaid or unclaimed dividend 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 of Rs. 12,700/- relates unclaimed and unpaid dividends of FY 2015-16 to the IEPF Authority in the year 2023-24 as per the requirement of the said IEPF rules.

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

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

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

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 standardised 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 capitalisation. Hence being counted in the top 1000 listed companies as per market capitalisation for FY 2023-24, your Company has adopted the BRSR mechanism as part of its business and the said BRSR are enclosed herewith as Annexure - K.

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

The board approved proposal for Direct Listing of Equity Shares of the Company on the Main Board of BSE Limited (“BSE”) subject to requisite approvals.

To enhance the liquidity in the capital market, to widen shareholder base and to make the shares more affordable to small investors the board approved Sub-division/Split of Equity Shares of 1 equity share of the Company having face value of TIO/-each into 5 equity shares having face value of ^2/-each, subject to regulatory/ statutory approvals as may be required and the approval of the shareholders of the Company.

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

Your Directors acknowledge the dedication and commitment of your company's employees to the growth of your company and their unstinted support has been integral to your company's ongoing success. Your Directors appreciate support of State Bank of India, HDFC Bank Limited, Axis Bank Limited, Kotak Mahindra Bank Limited and various government agencies, customers, suppliers throughout the year for their support and confidence shown in the management of the company. The Directors also gratefully acknowledge support of the NSE, 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.