డైరెక్టర్ల నివేదిక Jash Engineering Ltd.

Mar 31, 2024

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.

1. FINANCIAL HIGHLIGHTS

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)
	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Total Income	35258.04	28097.32	52196.68	41520.77
Expenditure other than financial charges and depreciation	27582.71	21770.33	41681.98	33813.67
Gross Profit before Interest, Depreciation & Taxes	7675.33	6326.99	10502.43	7707.1
Less: Interest & Financial Charges	985.30	955.61	1103.03	993.06
Less: Depreciation	685.47	695.69	1076.82	1064.68
Less: Earlier years adjustments	-	-	-	-
Net profit before tax for the year	6004.56	4675.69	8322.58	5649.36
Provisions for tax	992.69	594.67	1645.66	479.24
Net Profit after Tax	5011.87	4081.02	6676.92	5170.12
Less: Other Comprehensive Income	(90.63)	(59.91)	86.21	312.49
Total Comprehensive Income	4921.24	4021.11	6763.13	5482.61
No. of Equity Shares	12376405	12029958	12376405	12029958
Equity Shares held In ESOP Trust	-	-	-	-
Earnings Per Share*	41.56	34.15	55.36	43.27
Diluted EPS	40.95	33.61	54.55	42.58
*EPS has been derived based on weighted average number of shares

2. STATE OF AFFAIRS OF THE COMPANY:

A. BUSINESS ACTIVITIES OF THE COMPANY

Your company is involved in the business of design and manufacture of a wide range of equipment for Raw Water & Sea Water Intake Systems, Water and Waste Water Pumping Stations and Treatment Plants, Storm Water Pumping Stations, Flood Prevention & Mitigation schemes, Water Transmission Lines and also for Power, Steel, Cement, Paper & Pulp, Petrochemicals, Chemical, Fertilizers and other process plants. These equipment are Water control gates, Mechanized screening systems, Screening conveying and washing systems, Knife

gate valves, Bulk Solid handling valves, Water hammer control valves, Air Vessels, Bladder Vessels, Energy dissipating valves, Archimedes screw pumps, Micro hydro turbines and treatment process equipment like Clarifiers, Clari-flocculators, Flash Mixers, 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, Su resea I, 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.

B. YEAR IN RETROSPECT

i) CONSOLIDATED PERFORMANCE

In the financial year 2023-24, the company achieved significant growth in its consolidated income as well as profit. The consolidated total in come 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.

ii) STANDALONE PERFORMANCE

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.

iii) SUBSIDIARIES PERFORMANCE

a) SHIVPAD ENGINEERS PVT. LTD., INDIA

Shivpad Engineers Pvt. Ltd. is a wholly owned subsidiary of the Company, operating in Ambattur Industrial Estate, Chennai-600058. 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.

b) JASH USA INC. / RODNEY HUNT INC., USA

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.

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

Mahr Maschinenbau Ges.m.b.H, is a wholly owned subsidiary of the Company operating in Vienna, Austria. It is now engaged in 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).

d) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG

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).

iv) JOINT VENTURE

a) JASH INVENT INDIA PRIVATE LIMITED, INDIA

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.

v) NEW ACTIVITIES & DEVELOPMENTS

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 1 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 Prod ucts 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.

3. PROSPECTS FOR YEAR 2024-25

A. DOMESTIC MARKET SITUATION

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 importance. Today availability 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.

B. INTERNATIONAL MARKET SITUATION

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.

C. SALES GROWTH

i) CONSOLIDATED

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).

ii) STANDALONE

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).

iii) SUBSIDIARIES

a) JASH USA INC. RODNEY HUNT INC._f USA

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$ 46.40 million (Rs. 37,120 lacs / 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 miiiion (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)

b) WATERFRONT FLUID CONTROL, UK

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 Hambaker, 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)

C) MAHR MASCHINENBAU Ces.m.b.H, AUSTRIA:

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 com prised of water-filtering screens which a re 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 products from 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 backto 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)

d) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG:

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

4. FUTURE OUTLOOK & PLANS

A. JASH ENGINEERING LTD., INDIA

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 are expected to start in Oct 2024 and the plant will be commissioned by Dec 2025. Once commissioned this facility can contribute close to Rs 7500 lakhs to company revenue/income.

B. RODNEY HUNT, USA

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 facility 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.

C. WATERFRONT FLUID CONTROLS LTD., UK

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.

5. CAPITAL INVESTMENT

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.

6. NEW PRODUCT ADDITION / DEVELOPMENT

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

A. DISC FILTERS - NEW DESIGN :

The disc filter as per new design 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.

B. BLADDER TYPE AIR VESSELS:

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.

This product can lead to business of about Rs. 500 lakhs plus every year in future and with this development the company would be able to offer 3 different solutions for water hammer control comprising of Zero Velocity & Air Cushion valves, Air vessels and Bladder type vessels.

C. HIGH PRESSURE KNIFE GATE VALVES FOR CANADIAN OIL SANDS

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.

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

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 stainless steel chamber where trucks can tipple and dump solid wastes collected from cities. The material will be mixed using 3 or 4 screw conveyor and then conveyed up to segregating station. 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.

E. AGITATORS AND MIXERS

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.

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

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 mely 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.

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

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: -

S. No.	Name of the Company	Status as on 1st April, 2023	Any change in status	Status as on 31st March, 2024
1	Shivpad Engineers Pvt. Ltd.	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
2	Jash USA Inc. USA Rodney Hunt Inc. USA (SDSof Jash USA Inc. USA)	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
3	Mahr Maschinenbau Ces. mbH	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
4	Engineering and Manufacturing Jash Limited	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
	Jash Invent India Private Limited*		Investment 50% shares
5		-	of Jash Invent India	Joint Venture
			Private Limited

*During the year under review your Company with INVENT Umwelt und Verfahrenstechnik AC, 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.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

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

10. DIVIDEND:

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.

Tl. SHARE CAPITAL:

During the year 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:

Particulars	As at 31“ March 2023		Increase in Paid up Share Capital		As at 31st March 2024
	Number of Shares	(Rs.)	Number of Shares	(Rs.)	Number of Shares	(Rs.)
Paid up Equity Share Capital of Rs. 10 each	1,20,29,958	12,02,99,580/-	3,46,447	34,64,470/-	1,23,76,405	12,37,64,050/-

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 &I1)

12. TRANSFER TO RESERVES:

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.

13. BOARD OF DIRECTORS

A. COMPOSITION OF BOARD OF DIRECTOR AND KEY MANAGERIAL PERSONNEL

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

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

B. BOARD INDEPENDENCE

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;

1. Mr. Durgalal Tuljaram Manwani

2. Mr. Brij Mohan Maheshwari

3. Ms. Sunita Kishnani

4. Mr. Vishwapati Trivedi

C. DECLARATION AND RE-APPOINTMENT OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2023-24. Further, as per provisions of the Companies Act, 2013, Independent Directors were appointed fora term of 5 (five) consecutive years and shall be eligible for re-appointment on ending of respective term bypassing of a special resolution by the Company and shall not be liable to retire by rotation.

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

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

E. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

14. MEETINGS OF THE BOARD

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.

15. COMMITTEES OF THE BOARD

Your Company has constituted the Committee(s) as mandated under the provisions of the Act and Listing Regulations.

Currently, there are Six committees of the Board, namely:

» Audit Committee

» Nomination and Remuneration Committee » Stakeholders’ Relationship Committee:

» Corporate Social Responsibility Committee » Executive & Borrowing Committee » Risk Management Committee

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

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

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.

17. BOARD EVALUATION

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.

18. CODE OF CONDUCT:

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 ofthecompanvwww.iashindia.com.

19. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the year ended March 31st, 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.

20. INTERNAL CONTROL

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.

21. CORPORATE GOVERNANCE REPORT:

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

The Company has a strong legacy of fair, transparent and ethical governance practices and it is believed that good Corporate Governance is essential for achieving long term corporate goals and to enhance stakeholders'' value. Your Company implements Corporate Govern a nee 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.

22. AUDITOR AND AUDITOR’S REPORT:

STATUTORY AUDITOR:

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

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankit Joshi, Practicing Company Secretary, (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.

COST AUDITOR:

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.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rule thereunder and regulation 18(3) of SEBI LODR and based on the recommendations of 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

23. DISCLOSURE REQUIREMENTS:

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

24. FINANCE:

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

25. DEPOSITS:

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

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

Further, your company has filed form DPT-3 for the Annual compliance as at 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.

26. HUMAN RESOURCE DEVELOPMENT:

The value of human assets has impact on all critical business decisions and its utilization directly affects the ability of the organizational assets to realize their optimum value. The Company’s human resource strategy is formulated considering people as its most valuable asset. Your Company puts 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.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the notes to 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.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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.

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

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

30. CORPORATE SOCIAL RESPOSIBILITY:

The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are applicable in view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 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 Pol icy of the Company and Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as Annexure-H.

31. EXTRACT OF ANNUAL RETURN

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

32. RISK MANAGEMENT:

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.

33. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company’s Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, has framed ''Vigil Mechanism Policy’ for Directors and employees of the Company. The policy is to provide a mechanism, which ensures ad equate 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.

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

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

Category	No. of complaints pending at the beginning of F.Y. 2023-24	No. of complaints filed during the F.Y. 2023-24	No. of complaints pending as at the end of F.Y. 2023-24
Sexual Harassment	NIL

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

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.

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

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

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

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

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

38. EMPLOYEE STOCK OPTION SCHEME:

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

39. INDUSTRIAL RELATIONS:

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

40. PREVENTION OF INSIDER TRADING:

In view of SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to 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.

41. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of Section 134(3)(C)(a) of the Companies Act, 2013, there were no frauds committed against the Company and persons who are reportable under section 141 (12) by the Auditors to the Central Government. Also, there were no non-reportable frauds during the Financial Year 2023-24.

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

Pursuant to the provisions of the Companies Act, 2013 read with the iEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) notified by the Ministry of Corporate Affairs. All unpaid or unclaimed 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 FY2015-16 to the IEPF Authority in the year 2023-24 as per the requirement of the said IEPF rules.

43. CHANGE IN THE NATURE OF BUSINESS:

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

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

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

45. DIRECTORS & OFFICERS INSURANCE POLICY:

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

46. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The SEBI vide its circular dated May 10,2021, had introduced a new reporting requirement on Environmental, Social and Governance (ESG) parameters called the “Business Responsibility and Sustainability Report” (BRSR), which is intended towards having quantitative and 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.

47. OTHER DISCLOSURES:

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

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

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

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

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.

49. SUB-DIVISION/SPLIT OF EQUITY SHARES

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.

50. CAUTIONARY STATEMENT:

Thestatements 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.

51. ACKNOWLEDGEMENTS:

Your Directors acknowledge the dedication and commitment of your company’s employees to the growth of your company and their unstinted support has been integral to your company’s ongoing success. Your Directors appreciate 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.

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

Date: 8^th August, 2024 Sd/ Sd/

Place: Indore Pratik Patel Suresh Patel

Chairman & Managing Director Executive Director DIN: 00780920 DIN: 00012072

---

Mar 31, 2023

DIRECTORS'' REPORT

To,

The Members of

JASH ENGINEERING LIMITED

Your Directors have pleasure in presenting the 49^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^stMarch, 2023.

1. FINANCIAL HIGHLIGHTS

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, 2023 are summarized below:

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Total Income	28097.32	26447.83	41520.77	37361.93
Expenditure other than financial charges and depreciation	21770.33	22198.03	33813.67	32073.86
Gross Profit before Interest, Depreciation & Taxes	6326.99	4249.80	7707.1	5288.07
Less: Interest & Financial Charges	955.61	826.33	993.06	860.94
Less: Depreciation	695.69	646.33	1064.68	969.16
Less: Earlier years adjustments	-	-	-	-
Net profit before tax for the year	4675.69	2777.14	5649.36	3457.97
Provisions for tax	594.67	301.17	479.24	240.15
Net Profit after Tax	4081.02	2475.97	5170.12	3217.82
Add : Other Comprehensive Income	(59.91)	10.95	312.49	2.68
Total Comprehensive Income	4021.11	2486.92	5482.61	3220.50
No. of Equity Shares	12029958	11941328	12029958	11941328
Equity Shares held In ESOP Trust	-	-	-	-
Earnings Per Share*	34.15	20.84	43.27	27.09
Diluted EPS	33.61	20.54	42.58	26.70

2. STATE OF AFFAIRS OF THE COMPANY:A. BUSINESS ACTIVITIES OF THE COMPANY

Your company is involved in the business of design and manufacture of a wide range of equipment for Water Intake Systems,
Water and Waste Water Pumping Stations and Treatment Plants, Storm Water Pumping Stations, Water Transmission Lines,
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, Water
hammer control valves, Energy dissipating valves, Archimedes screw pumps, Micro hydro turbines, Clarifiers,
Clariflocculators, Flash Mixers, Degriters, Aerators, Thickeners, Gravity Decanters, Trickling Filters, Digester Mixers, DAF
Units , Bulk Solid handling valves, Disc Filters and Air Vessels.

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 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 this to nearly 65% in next 2 years'' time so as to
become a truly Indian Multinational company with majority of revenue coming from outside India.

B. YEAR IN RETROSPECT(I) STANDALONE PERFORMANCE

In the financial year 2022-23, 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. 41,520.77 lacs (Rs. 4,152.07 million) shows a growth of
approximately 11.13 % over the previous year total income of Rs. 37,361.93 lacs (Rs. 3,736.19 million). The consolidated net
profit of the Company for the year is Rs. 5,170.12 lacs (Rs. 517.01 million) as compared to previous year net profit of Rs.
3217.82 lacs (Rs. 321.78 million), showing a robust growth of approximately 60.67% over the previous year. In the FY 2022¬
23, 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 2022-23, the company achieved moderate growth in its standalone total income. The standalone total
income of the Company for the year at Rs. 28,097.32 lacs (Rs. 2,809.73 million) shows a growth of approximately 6.24% over
the previous year total income of Rs. 26,447.83 lacs (Rs. 2,644.78 million). The standalone net profit of the Company for the
year is Rs. 4,081.02 lacs (Rs. 408.10 million) as compared to previous year net profit of Rs. 2,475.97 lacs (Rs. 247.59 million),
showing a significant growth of approximately 64.82% over the previous year.

The standalone domestic revenue and other income of the Company for the year at Rs. 17,627.28 lacs (Rs. 1,762.73million)
shows a growth of 5% over the previous year revenue and other income of Rs. 16,757.22 lacs (Rs. 1,675.72 million). The
standalone export revenue and other income of the Company during the year at Rs. 10506.56 lacs (Rs.1050.65 million) as
compared to previous year revenue and other income of Rs. 9,690.61 lacs (Rs.969.06 million) shows an increase of 8.4 %
over the previous year.

(II) SUBSIDIARIES PERFORMANCEa) SHIVPAD ENGINEERS PVT. LTD., INDIA

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 2022-23, the company achieved growth in its turnover accompanied with significant improvement in
profit. The total income of the Company for the year at Rs. 2,718.80 lacs (Rs. 271.88 million) shows a growth of approximately
15.03% over the previous year total income of Rs. 2,363.54 lacs (Rs. 236.35 million). The net profit of the Company for the
year was Rs. 498.06 lacs (Rs. 49.80 million) as compared to previous year net profit of Rs. 406.33 lacs (Rs. 40.63 million),
showing a growth of approximately 22.57% over the previous year.

b) JASH USA INC. / RODNEY HUNT INC., USA

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 2022-23, 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 20.36 million (equivalent to Rs. 16,739.17 lacs /
Rs. 1673.91 million) showed a growth of approximately 14.51% over the previous year total income of USD 17.78 million
(equivalent to Rs. 14,620.96 lacs / Rs. 1,462.09 million). The net profit of the Company for the year was USD 1.04 million
(equivalent to Rs. 859.16 lacs / Rs 85.91 million) as compared to previous year net profit of USD 0.63 million (equivalent to Rs.
523.13 lacs / Rs. 52.31 million) showing an increase of approximately 65.08% over the previous year profit.

Becoming profitable augers well for the company since it will help sway the skeptical buyers who were reluctant to place their
orders on the company previously due to its poor financial situation. Also once the company has crossed revenue of USD 20
million it will now be considered amongst the major player in Water control gates business in North America and the clients will
not be easily swayed by competitors giving negative opinion about the stability of the company.

c) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG

Engineering & Manufacturing JASH Limited, is a wholly owned marketing subsidiary of the Company operating in
Tsimshatsui, 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 while manufacturing is done in Jash
Engineering facility at SEZ Pithampur.

In the financial year 2022-23, the company has reported profit. The total income of the Company for the year was HKD
1,19,603 (equivalent to Rs. 12.52 lacs / Rs. 1.25 million) as against the previous year total income of HKD 111,827 (equivalent
to Rs. 11.71 lacs / Rs. 1.17 million). The net profit of the Company for the year was HKD 39,857 (equivalent to Rs. 4.17 lacs /
Rs. 0.41 million) as compared to previous year net loss of HKD -77,207 (equivalent to Rs. -8.08 lacs / Rs. -0.80 million).

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

Mahr Maschinenbau Ges.m.b.H, is a wholly owned subsidiary of the Company operating in Hagenbrunn, 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 2022-23, the company achieved moderate growth in its turnover accompanied with slight reduction in
losses. The total income of the Company for the year was EURO 20,000 (equivalent to Rs. 17.92 lacs / Rs. 1.79 million) as
against the previous year total income of EURO 12,568 (equivalent to Rs. 11.26 lacs / Rs. 1.12 million). The net loss of the
Company for the year was Euro 108,082.16 (equivalent to Rs. 96.85 lacs / Rs. 9.68 million) as compared to previous year net
Loss of Euro 120,408 (equivalent to Rs. 107.89 lacs / Rs. 10.78 million).

(iii) NEW ACTIVITIES & DEVELOPMENTS

Construction of a new floor in head office building was also started in Jan 2023 and will be ready by end September 2023.
Once completed this would accommodate about 40 people in design and marketing and ensure that for next 5 years there
would be no need for any additional office space.

Construction of a new SS Products assembly plant of approx. 28,000 square feet was started in Unit-2 of Jash Engineering
Ltd. in November 2022 and this is expected to be ready for commissioning by end of September 2023.

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.

3. PROSPECTS FOR YEAR 2023-24A. DOMESTIC MARKET SITUATION

In recent years, there has been a growing focus on environmental sustainability. As a result, governments around the world,
including India, have introduced stringent regulations on waste water treatment to ensure that municipal corporations comply
with the standards for wastewater discharge. These regulations specify the permissible limits for various parameters such as
chemical oxygen demand (COD), total dissolved solids (TDS), total suspended solids (TSS), and biological oxygen demand
(BOD) in industrial wastewater.

Indian Government''s continuous focus to provide quality water to every household, high water demand from population
explosion and various industries and stringent regulations on wastewater treatment are projected to further propel the
expansion of India water and wastewater treatment market which is expected to grow at a CAGR of 10%. Major growth drivers
include increasing stringent regulations such as the zero liquid discharge regulation and increased focus on treatment of
sewage prior to release into water bodies.

By 2030, India''s water demand will be two times greater than availability, signifying catastrophic water scarcity in the country.
Long-term demand for reuse of waste water is predicted to increase due to the scarcity of water for industrial and residential
use.

To address these issues, government is developing comprehensive water and wastewater treatment infrastructure. Several
government schemes like the Atal Mission for Rejuvenation and Urban Transformation, the National Mission for Clean

Ganga, the Jal Jeevan Mission, and Community Drinking Water Schemes contribute to the expansion of the Indian water and
wastewater treatment business.

B. INTERNATIONAL MARKET SITUATION

Demand for water and wastewater treatment is driven by the rapid industrialization and urbanisation of cities around the world
along with the increasing need for clean water. Growing awareness of health risks, negative environmental impact and
incidence of serious diseases is likely to have a positive impact on the global market for residential as well as industrial water
treatment equipment. Moreover, strict manufacturing standards for treated water are expected to promote further expansion
of the residential water treatment equipment market. The growing demand for fresh water around the world, particularly in
countries such as South Africa, Russia, India, China, and Brazil, is another factor driving demand for water treatment
equipment.

According to the global strategic business report, the global water and wastewater treatment equipment market size was
valued at US$ 61.6 billion in 2022 and is expected to expand at a compound annual growth rate (CAGR) of 4.5% from 2023 to
2030 with an estimated growth to US$81.7 billion by 2030.

C. SALES GROWTH STANDALONE(i) JASH ENGINEERING LIMITED, INDIA

The total order book position of the Company as on 1st August 2023 (Orders in hand as on 1st April 2023 plus orders received
till 31st July 2023 less sales effected till 31st July end 2023) is Rs. 44,576 lacs (Rs. 4457.6 million). Adding orders received
from Rodney Hunt, USA and E&M Jash, Hongkong for manufacturing of their products in India, the total order book position
becomes Rs. 54,686 lacs (Rs. 5468.6 million). Further orders worth Rs. 1,618 lacs (Rs. 161.8 million) are already negotiated
and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2023 of approx. Rs. 5,825 lacs (Rs. 582.5 million), the current order book
position and expected order inflow, we are looking at overall year on year growth of above 21% in the year 2023-24.

(ii) SHIVPAD ENGINEERS PVT. LTD., INDIA

The total order book position of the Company as on 1st August 2023 (Orders in hand as on 1st April 2023 plus orders received
till 31st July 2023 less sales effected till 31st July end 2023) is Rs. 1,675 lacs (Rs. 167.5 million). Further orders worth Rs. 969
lacs (Rs. 96.9 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2023 of Rs. 180 lacs (Rs.18 million), the current order book position and
expected order inflow, we are looking at overall year on year growth between 5% to 10% in the year 2023-24.

(iii) JASH USA INC. / RODNEY HUNT INC., USA

The total order book position of the Company as on 1st August 2023 (Orders in hand as on 1st April 2023 plus orders received
till 31st July 2023 less sales effected till 31st July end 2023) is US$ 44.25 million (Rs. 36,660 lacs / Rs. 3,666 million). Further
orders worth approx. US$ 1.24 million (Rs. 1,031 lacs / Rs. 103.1 million) are already negotiated and expected to be received
within next two months.

On the basis of the sales achieved till 31st July 2023 of approx. US$ 4.68 million (Rs. 3,880 lacs / Rs.388 million), the current
order book position and expected order inflow, we are conservatively looking at overall year on year growth between 16 % to
17 % in the year 2023-24.

(iv) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG:

No major business activities are carried out at this company.

(v) MAHRMASCHINENBAU Ges.m.b.H,AUSTRIA:

No major business activities are carried out at this company.

D. SALES GROWTH CONSOLIDATED

The consolidated order book position of the Company as on 1st August 2023 (Orders in hand as on 1st April 2023 plus orders

received till 31st July 2023 less sales effected till 31st July end 2023) is Rs. 82,911 lacs (Rs. 8,291.1 million). Further orders
worth Rs. 3,600 lacs (Rs. 360 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2023 of approx. Rs. 9,072 lacs (Rs.907.2 million), the current order book
position and expected order inflow, we are looking at overall year on year growth of about 20 % in the year 2023-24 on
consolidated basis.

4. FUTURE OUTLOOK & PLANSA. RODNEY HUNT , USA

This year Rodney Hunt is expected to breach USD 25 million revenue and be reckoned as one of the leading company in
water control gates business in USA. The company has finally been able to secure financing options from two banks in USA
and will freeze one of the option by the end of 2023. The company also expects to secure bonding in this year. All this would
significantly change its ability to secure larger orders and become the biggest player in this business in north America.

Manpower wise the company is well positioned today and with induction of few more people will be all set to take bigger and
better projects. The company plans to establish its second US manufacturing facility in US at Pearland near Houston, Texas.
The land for this facility is already acquired and plans for this facility will be prepared by end of 2023. After getting due
approvals, the construction of the plant is expected to start sometime in 2024 and the plant will be commissioned in mid 2025.

B. WATERFRONT FLUID CONTROLS LTD., UK

The company has entered into a definitive agreement with Waterfront Fluid Controls Ltd., UK to acquire 80% of its stock. The
process of legal , financial and tax due diligence is on and shall be completed by end of September 2023. Thereafter the
process of acquiring the 80% stake will be started and the entire process will be over by January 2024.

Waterfront presently sells products sourced from Jash as well as products made by itself and sourced from others. Jash
products contribute upto 30% to its revenue. Upon acquisition of Waterfront we plan to invest in new facilities at Waterfront to
enable it manufacture Stainless steel gates for short delivery requirement at its Glasgow facility. We will follow the same
format of business on which we operate Rodney Hunt ie produce long term delivery orders in India and short term delivery
orders in UK so as to secure most of the orders. All the design and engineering for most of the products will be done in India
and only design engineering for HDPE products will be done in Glasgow.

C. CAPITAL INVESTMENT

Major capital investment is already undergoing in Unit 2 and is at an advanced stage of completion. This comprise of making a
new plant of about 28,000 sq. feet for assembly of Stainless steel products where current range of screening products and the
new product range of Invent products will be manufactured. A cricket turf along with a restaurant is also under construction at
Unit 2 which will be given out on lease for operation and the amount derived from the lease will be used for employee
engagement activities. The employees will also be able to use the cricket turf facilities for free and get a discount at the
restaurant attached with the cricket facility. All these will be commissioned in end September 2023 and will entail and
investment of about Rs. 600 lacs ( Rs. 60 million ) in FY 2023-24.

Only minor capital investments amounting to not more than Rs. 300 lacs ( Rs. 30 million ) is required to be done in Unit 1,3 and
4 with a view to improve plant output and efficiency. This includes adding of a flloor at the headoffice for expanding the design
office and also accommodate the people of Jash Invent team.

Work on new plant and office for Shivpad has been started in August 2023 on a 2 acres plot which was already bought in FY
2022-23. This plant of approx. 45,000 sq feet with an office of about 10,000 sq. feet will be built to manufacture fabricated
products of Shivpad. The total investment on the entire facility is expected to be around Rs. 1700 lacs ( Rs. 170 million ) out of
which Rs.750 lacs (Rs.75 million ). This facility will be commissioned by mid 2024.

D. NEW PRODUCT ADDITION / DEVELOPMENT

The company has a policy of adding new products every year with a view to improve its product portfolio and maintain its
leadership position in India. Last year the company brought few products to commercial production stage and will work on
establishing these products in the Indian market in the current financial year. Details of new products under development is
given hereunder -

(I) DISC FILTERS - NEW DESIGN :

Work on indigenous development of Filter panels for Disc filters of the old design which are currently imported and are a major
cost element in a Disc Filter machine is at an advance stage. We expect to have locally manufactured filter panels by early
September 2023. With this we will achieve over 95% indegenisation enabling us to become competitive in the Indian market.

However on the basis of feedback given by Jash to Invent, Invent has now done initial design development on reducing the
head loss and increasing the throughput of machine by 40-60%. This new version of the machine will be entirely developed in
India. The first prototype of the machine will be developed by end of 2023 / early 2024 and we expect to take this design in to
commercial production by mid 2024. If this machine stands good to its designed parameters then this will make us reasonably
competitive and also open up the possibility that Invent would switch over to this design and rely on the company to supply this
new version to Invent for its requirement.

(ii) BLADDER TYPE AIR VESSELS:

The company has decided to develop Bladder type air vessel to enhance its portfolio of water hammer control products. With
this development the company would be able to offer 3 different solutions for water hammer control comprising of Zero
Velocity & Air Cushion valves, Air vessels and Bladder type Air vessels.

The company has received the first order for bladder type air vessel for the city of Varanasi and the same will be manufactured
by November 2023. Successful execution of this order will enable the company to enter into this product segment and achieve
potential business of over Rs. 500 lacs ( Rs. 50 million ) in the coming years.

(iii) AGITATORS AND MIXERS

The agreement with Invent for a 50-50% JV company was signed in February 2023 and a new company, Jash Invent Pvt. Ltd.,
India will be formed by September 2023. The products will be made by Jash Engineering Ltd. and marketed and sold by the JV
company.

A road show to introduce these products in India was arranged in mid-April 2023 wherein clients in Delhi, Surat, Chennai,
Bangalore, Mumbai were visited by Jash and Invent marketing team. Based on the feedback received from them we are
expecting good response to these products when these are made indigenously in a cost effective manner.

A new team to help in manufacturing and marketing of these products will be formed and put in place by December 2023.
Indigenous production of these products is expected to be commenced by mid 2024.

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

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 areas of focus were identified, namely facility Management for the employees and Equipment, Tools
& Material Management. The Facility management initiative was implemented to ensure adequate welfare facilities for labor
such as washrooms with bathing facilities, 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.

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

As on 31^st March, 2023 your Company having following companies wholly owned subsidiaries. Further, your company is not a
subsidiary, associate or joint venture of any other company during the period under review: -

S. No.	Name of the Company	Status as on 1st April, 2022	A ny change in status	Status as on 31st March, 2023
1	Shivpad Engineers Pvt. Ltd.	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
2	Jash USA Inc. USA - Rodney Hunt Inc. USA (SDS of Jash USA Inc. USA)	Wholly Owned Subsidiary		Wholly Owned Subsidiary
3	Mahr Masch inenbau Ges. mbH	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary
4	Engineering and Manufacturi ng Jash Limited	Wholly Owned Subsidiary	-	Wholly Owned Subsidiary

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 is disclosed in the prescribed format AOC-1, pursuant to
Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as
Annexure-A.

In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND As)-110 on Consolidated Financial
Reporting, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form
and manner, as that of the Company, which shall be laid before its ensuing AGM along with its Standalone Financial
Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended 31st
March, 2023, 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

7. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

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

8. DIVIDEND:

Board of Directors of the Company, on its meeting held on 23.05.2023 recommended, subject to approval of shareholders, a
final dividend of 60% on Face Value of fully paid up Shares i.e. Rs. 6.00 per fully paid-up equity share of Rs. 10/- each (which
includes Rs. 2.00 per share as a special dividend as company is celebrating its 50^th anniversary this year), aggregating to Rs.
7,21,79,748/- (Rs. Seven Crore Twenty-One Lacs Seventy-Nine Thousand Seven Hundred Forty-Eight Only) as final
dividend for the financial year 2022-23.

9. SHARE CAPITAL:

During the year under review, there were changes in the Paid-up share capital of the Company due to allotment of 88,630
Equity shares to the eligible employee of Company, under “Jash Engineering Employee Stock Option Scheme 2019”
(JASH ESOP Scheme 2019). The brief details of paid up Equity Share Capital of the Company on year end are as follows:

Particulars	As at 31st March 2022		In crease in F Ca	’aid up Share pital	As at 31st March 2023
	Number of Shares	(Rs.)	Number of Shares	(Rs.)	Number of Shares	(Rs.)
Paid up Equity Share Capital of Rs. 10 each	1,19,41,328	11,94,13,280/-	88,630	8,86,300/-	1,20,29,958	12,02,99,580/-

10. TRANSFER TO RESERVES:

For the Financial year ended 31^st March, 2023, Your Company has not transferred any amount to General Reserve out of profit
available for appropriation.

11. BOARD OF DIRECTORSA. COMPOSITION OF BOARD OF DIRECTOR AND KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name of the Director	DIN	Designation
1.	Mr. Pratik Patel	00780920	Chairman & Managing Director
2.	Mr. Suresh Patel	00012072	Executive Director
3.	Mr. Axel Schutte	02591276	Non-Executive Director
4.	Mr. Brij Mohan Maheshwari	00022080	Independent Director
5.	Mr. Rahul Patel*	09201061	Non-Executive Director
6.	Ms. Sunita Kishnani	06924681	Independent Director
7.	Mr. Durgalal Tuljaram Manwani	07114081	Independent Director
8.	Mr. Vishwapati Trivedi	00158435	Independent Director
9.	Mr. Sunil Kumar Choksi**	00155078	Independent Director

B. BOARD INDEPENDENCE

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 2023 in the Board
out of them the following directors are independent directors;

1. Mr. Durgalal Tuljaram Manwani

2. Mr. Brij Mohan Maheshwari

3. Ms. Sunita Kishnani

4. Mr. Vishwapati Trivedi

C. DECLARATION AND RE-APPOINTMENT OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of
independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all
the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 during the year 2022-23. 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.

In accordance with the present term of following Independent Director which is being ended on 12.08.2023 and the Board
considered and approved the reappointment for next 2 yrs. w.e.f. 13^th August 2023 through circular resolution approved by the
majority of directors on 08.08.2023, subject to approval of the shareholders in 49^th Annual General Meeting of the company.

1. Mr. Vishwapati Trivedi

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

Mr. Axel Schutte (DIN: 02591276) 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:E. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. During the year under review Mr. Rahul Patel is being appointed as Non-Executive Director of the Company with effect
from 14^th November, 2022.

2. During the year under review Mr. Sunil Kumar Choksi ceased to be as Independent Director of the Company with effect
from 24th August, 2022.

12. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board
business. Six 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.

13. COMMITTEES OF THE BOARD

Your Company has constituted the Committee(s) as mandated under the provisions of the Act and Listing Regulations.

Currently, there are Six committees of the Board, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee:

• Corporate Social Responsibility Committee

• Executive & Borrowing Committee

• Risk Management Committee

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

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

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

15. BOARD EVALUATION

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 2022-23 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.

CODE OF CONDUCT:

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down 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 company www.jashindia.com

16. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a. In the preparation of the annual accounts for the year ended March 31^st, 2023, 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 31^st, 2023 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.

17. INTERNAL CONTROL

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 2022-23 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.

18. CORPORATE GOVERNANCE REPORT:

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

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

STATUTORY AUDITOR:

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

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankit Joshi, Practicing Company Secretary, (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 31^st, 2023 is enclosed as Annexure-E to Board Report.

The Secretarial Audit Report for the year 2022-23 is self-explanatory except the following comments made and the
management submits their comments:

Pursuant to section 135 of the Companies Act 2013 read with applicable rules & also read with notification issued by MCA
dated 22nd January 2021, the Company was required to spend CSR Contribution of Rs. 58.79 lacs during the financial year
2022-23, however the Company has spent Rs. 54.80 lacs before 31st March 2023 on eligible activities. Further as per
explanation received from management the balance unspent amount of Rs. 3.99 lacs will be transferred to a fund specified in
Schedule VII, within a period of six months from the end of the financial year i.e. 30th September 2023.

Response: The company has contributed Rs.54.80 lacs during the year towards CSR initiatives and Rs. 3.99 to be transferred
under schedule VII within in six months from the end of the FY 2022-23. In compliance of section 135 of the Companies Act
company is obligated to transfer of Rs. 3.99 lacs to any fund included in schedule VII of the act within 6 months from the end of
the financial year.

COST AUDITOR:

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 your
company for the financial year 2022-23.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as
amended from time to time, the Company is required to maintain cost records and have the audit of its cost records conducted
by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the
Act. The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s M.P. Turakhia &
Associates, Cost Accountant as Cost Auditors for the FY 2023-24, on a remuneration as, mentioned in the notice of 49^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 2022-23, 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 49^th AGM and the same is recommended for your consideration and ratification.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rule thereunder and regulation 18(3) of SEBI LODR
and based on the recommendations of 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 2022-23. 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 2023-24. 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

20. DISCLOSURE REQUIREMENTS:

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

21. FINANCE:

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

22. DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31^st March,
2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the
Companies Act, 2013 and the Rules made there under.

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

23. HUMAN RESOURCE DEVELOPMENT:

The value of human assets has impact on all critical business decisions and its utilization directly affects the ability of the
organizational assets to realize their optimum value. The Company''s human resource strategy is formulated considering
people as its most valuable asset. Your Company puts 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.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if
any, 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.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 2022-23, 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.

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

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

27. CORPORATE SOCIAL RESPOSIBILITY:

The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are
applicable in view of the profits and turnover of the company, your Company was required to undertake CSR projects during
the year 2022-23 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.

28. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31^st, 2023 is available on the Company''s website and can be accessed at
https://drive.google.com/file/d/1HFKeABUxvFv7R KmKdKSdpfPN8Qxh86T/view?usp=drive link

29. RISK MANAGEMENT:

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

30. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company''s Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014, has framed ''Vigil Mechanism Policy'' for Directors and
employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and
Directors from 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

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

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

Category	No. of complaints pending at the beginning of F.Y. 2022-23	No. of complaints filed during the F.Y. 2022-23	No. of complaints pending as at the end of F.Y. 2022-23
Sexual Harassment	NIL

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

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.

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

Except that as stated in the relevant places, the material changes, development, regarding project which is ongoing, from the
31^st March, 2023 till the date of the Board Reports, there are no material changes which may affect the financial position of the
Company.

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

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

During the year, none of the employee received remuneration in excess of Rs. One Crore and Two Lacs or more per annum or
employees employed for part of the year, received remuneration of ''Eight Lacs Fifty Thousand or more per month, in
accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014.

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.

35. EMPLOYEE STOCK OPTION SCHEME:

In the present competitive economic environment in the country and in the long-term interests of the Company and its
shareholders, it is necessary that the Company adopts suitable measures for attracting and retaining qualified, talented and
competent personnel. An employee stock option scheme, designed to foster a sense of ownership and belonging amongst
personnel, is a well-accepted approach to this end. It is, therefore, appropriate to consider an Employee Stock Option
Scheme for the employees of the Company and/or subsidiary company(ies) whether working in India or abroad. The
Nomination and Remuneration Committee, inter alia administers and monitors the Company''s employees'' stock option
scheme (ESOP Scheme) in accordance with the applicable SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI
SBEB).

Company allotted 88,630 Equity shares to the eligible employee of Company, under Jash Engineering Employee Stock
Option Scheme 2019” (JASH ESOP Scheme 2019). The Scheme is operated through demat mode only. JASH ESOP
Scheme 2019 is administered by the Compensation Committee (NRC) of the Board, through JASH Group Employee ESOP
Trust. The details on Options granted, exercised and lapsed during the financial year 2022-23 and other particulars as
required under the Act, read with its rules and SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to
Employees'' Stock Options are enclosed herewith as Annexure - J to the Board Report. Details of ESOP Scheme are also
available on the Company''s website www.jashindia.com

During the year under review, on recommendation of Nomination and Remuneration Committee and in accordance with
resolution passed by shareholders dated 10/08/2019 read with in-principal approval given by the stock exchange dated
15/10/2019, Board at their meeting held on 04/02/2023 approved to grant IInd Stage of the Jash Group Employee Stock

Option for 2,45,600 options to the eligible employees of the company and its subsidiaries under Jash Group Employee Stock
Option Scheme 2019.

36. INDUSTRIAL RELATIONS:

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

37. PREVENTION OF INSIDER TRADING:

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

The Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibition the purchase or sale of
Company shares by the Directors and the designated employee.

38. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of Section 134(3)(C)(a) of the Companies Act, 2013, there were no frauds committed against the
Company and persons who are reportable under section 141 (12) by the Auditors to the Central Government. Also, there were
no non-reportable frauds during the Financial Year 2022-23.

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

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“the Rules”) notified by the Ministry of Corporate Affairs. All unpaid or unclaimed 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. 10,160/- relates unclaimed and unpaid dividends of FY 2014-2015 to
the IEPF Authority in the year 2022-23 as per the requirement of the said IEPF rules.

40. CAUTIONARY STATEMENT:

The statements made in this Report and Management Discussion and Analysis Report relating to the Company''s objectives,
projections, outlook, expectations and others may be “forward looking statements” within the meaning of applicable laws and
regulations. Actual results may differ from expectations 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.

41. CHANGE IN THE NATURE OF BUSINESS:

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

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

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

43. DIRECTORS & OFFICERS INSURANCE POLICY:

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

44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The SEBI vide its circular dated May 10, 2021, had introduced a new reporting requirement on Environmental, Social and
Governance (ESG) parameters called the “Business Responsibility and Sustainability Report” (BRSR), which is intended
towards having quantitative and 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 2022-23, your Company has adopted the BRSR mechanism as part of its
business and the said BRSR are enclosed herewith as Annexure - K.

45. OTHER DISCLOSURES:

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

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

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

46. ACKNOWLEDGEMENTS:

Your Directors acknowledge the dedication and commitment of your company''s employees to the growth of your company
and their unstinted support has been integral to your company''s ongoing success. Your Directors appreciate support of State
Bank of India, HDFC Bank Limited, Bajaj Finance Ltd., 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.

For and on behalf of Board of Directors of
Jash Engineering LimitedDate : 14th August 2023 Sd/- Sd/-

^{Place : Indore} Pratik Patel Suresh Patel

Chairman & Managing Director Executive Director

DIN-00780920 DIN:00012072

---

Mar 31, 2018

DIRECTOR''S REPORT

To,

The Members of

JASH ENGINEERING LIMITED

The Directors have pleasure in presenting the 44^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, 2018.

1. FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31^st, 2018 are summarized below:

A. STANDALONE FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars	2017-18	2016-17
Sales and other Income	15461.79	14782.89
Expenditure other than financial charges and depreciation	13479.6	12416.47
Gross Profit before Interest, Depreciation & Taxes	1982.19	2366.42
Less: Interest & Financial Charges	606.56	537.07
Depreciation	447.47	387.63
Less: Earlier years adjustments	-	-
Net profit before tax for the year	928.16	1441.72
Provisions for tax	176.63	369.15
Minimum Alternate Tax--Deferred Tax Liabilities / (Assets)	13.21	29.83
Previous year tax adjustments	4.81	8.71
Net Profit after Tax	733.51	1034.03
No. of Equity Shares	11836598	9575400
Earnings Per Share	6.9	10.8

Particulars	2017-18	2016-17
Sales and other Income	17958.4	16116.02
Expenditure other than financial charges and depreciation	16581.07	13696.04
Gross Profit before Interest, Depreciation & Taxes	1377.33	2419.98
Less: Interest & Financial Charges	680.89	552.15
Depreciation	574.3	386.87
Less: Earlier years adjustments	-	-
Net profit before tax for the year	122.14	1480.96
Provisions for tax	209.31	435.16
Minimum Alternate Tax--Deferred Tax Liabilities / (Assets)	-	126.9330.9
Previous year tax adjustments	6.14	6.75
Net Profit after Tax	33.62	1008.15
No. of Equity Shares	11836598	9575400
Earnings Per Share	0.28	10.53

B. CONSOLIDATED FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

2. STATE OF AFFAIRS OF THE COMPANY:

Your Company is engaged in manufacturing of water control gates, flap valves, knife gates valves, energy dissipating valves, water hammer control valves, fine and coarse screens, screening conveying, washing and compaction equipment, industrial valves for bulk solids handling, hydro power screw generator, screw pump and process equipment like detractors, clarifiers, clariflocculators, thickeners, decanters aerators, trickling filters, dissolved air flotation (DAF) units, rotary drum slackers, rake classifiers, pressure sand filters, etc. .The products of your Company find application in water intake systems, water and waste water pumping stations and treatment plants, storm water pumping stations, water transmission lines, power, steel, cement, paper & pulp, petrochemicals, chemical, fertilizers and other process plants.

Your Company offers a single stop solution under one roof including Design, Casting, Fabrication, Assembly &Testing and provides the most varied range of these products in largest possible sizes in diversifies material options. In fact not many companies in our line of business can claim this. Our manufacturing facilities are equipped with most updated and modern manufacturing techniques enabling us to produce best quality and in most competitive prices for the type of product technology that we offer. In the domestic market the company is a distinct leader in most of the product groups and in the international markets the company is edging towards leadership position for water control gates, screens and knife gate valves in many individual countries.

Your Company''s aims to be within the best companies in the world in its line of business and within first 5 worldwide in water control gates business. To achieve this the company is continuously investing in state of art facility and modern technology in all its facilities as well as in design department. Your Company with its team of over 500 employees is committed to offer the most varied range and latest technology in each of its products. To ensure this your Company is continuously investing in development of new products & technologies, either on its own or through collaboration with suitable technology partner or through acquisitions. This has enabled your Company to become an industry leader within India and in many countries worldwide in most of the products manufactured by the company and also ensured acceptance of our products worldwide. As a result the company today supplies products to over 40 countries worldwide and aims to achieve 60-65% of its turnover from exports by 2021-22.

(A) YEAR IN RETROSPECT

(i) PERFORMANCE

The financial year 2017-18 was below average for the company as no significant growth was achieved in the company''s turnover. The small growth that was achieved was on the basis of high growth achieved in export business.

The standalone total revenue of the Company for the year at Rs. 15461.79 lacs (Rs. 1546.17 million) shows a growth of approximately 4.6 % over the previous year turnover of Rs. 14782.90 lacs. (Rs. 1478.28 million). The standalone domestic sales of the Company during the year was Rs. 9781.46 lacs (Rs. 978.14 million) as compared to previous year sales of Rs. 10216.46 lacs (Rs.1021.64 million), exhibiting a decrease of 4.4% over the previous year. The standalone export sales of the Company during the year was Rs. 5175.95 lacs (Rs. 517.59 million) as compared to previous year sales of Rs. 4319.29 lacs (Rs. 431.92 million), exhibiting an increase of 19.83 % over the previous year.

The net profit of the Company for the year was Rs. 733.51 lacs (Rs. 73.31 million) as compared to previous year net profit of Rs. 1034.02 lacs (Rs. 103.40 million), exhibiting a decrease of 29.6 % over the previous year. The Net profit decreased as a result of not achieving the desired growth in sales turnover because of which the fixed overheads ate away the profits. Most of infrastructure companies in India are under financial stress and not being able to pay advances in time or open LC or make payment and take delivery of ordered materials. Once a client is not able to take delivery of a lot of finished goods in time and delays in making payment, the Company prefers to slow down on production of subsequent lots of the ordered material of this client. As a result of this situation there is a general delay in ensuring that pre-decided sales targets are met even when enough orders are available.

Other reasons for reduction in net profit was addition of new products in portfolio of Company products during the year as these products were competitively priced to get break throughs in market and sale of products to Rodney Hunt at a competitive price to grow presence in US market.

(ii) PRODUCT DEVELOPMENT

The highlight of the year was the effort put in by the company in bringing to production those new products which were taken up for development in the year 2016-17 such as Rodney Hunt Integral guide cast iron sluice gate , Knife gate valves of ZFI Series in Ductile / Cast iron , Screw Conveyors for Bulk Handling, Tilting weir gates etc.

(B) PROSPECTS FOR YEAR 2018-19

(i) DOMESTIC MARKET SITUATION:

The domestic order book position of the Company as on 1^st August 2018 (Orders in hand as on 1^st April 2018 plus orders received till31^stJuly 2018 less sales effected till 31^stJuly end 2018) is Rs. 11762.60 Lacs

Further orders worth Rs. 686.8 lacs (Rs. 68.68 million) are already negotiated and expected to be received within next two month from domestic market.

Overall the company performance in the domestic market is expected to improve based on possible revival in the Indian water and waste water projects business, strong order book position, new product launches and general improvement in projects execution. The only cause of worry in achieving this is the strict financial norms put in place by banks in India for funding of infrastructure companies which may not allow them to achieve projects execution in time resulting into our not being able to meet our sales target.

(ii) INTERNATIONAL MARKET SITUATION:

The export order book position of the Company as on 1^st August 2018 (Orders in hand as on 1^st April 2018 plus orders received till 31^stJuly 2018 less sales effected till 31^stJuly 2018) is Rs.8089.90 Lacs.

Further orders worth Rs. 684.4lacs (Rs. 68.44million) are already negotiated and expected to be received within next two month from export market.

Overall the company performance in the international market is expected to improve based on healthy response to its product in the North American market after acquisition of Rodney Hunt, entry into new markets and value engineering initiatives to improve product performance and reduce the cost of products. As a result of all these initiatives and the strong order book position, the company expects to significantly improve on export sales in the year 2018-19 and achieve a growth of over 50%.The company does not expect any major turbulence in execution of export orders due to possible trade restrictions in USA or due to Brexit or the prevailing situation in middle east.

(iii) SALES GROWTH:

The total order book position of the company as on 31^st July 2018 (Orders in hand as on 1^st April 2018 plus orders received in from 1^st April 2018 till 31^stJuly less sales effected till 31^st 2018) is Rs. 19,852 lacs ( Rs. 1,985 Million).

The company has already achieved sales of over Rs. 5,900lacs (Rs. 590 million)till 31^st July 2018 and in the remaining 8 months the Company expects to achieve further sales of Rs 14,000 lacs (Rs. 1,400 million) thereby achieving standalone sales in excess of Rs 20,000 lacs (Rs. 2,000 million).

As a result of strong order book position, improving projects execution in the Indian market due to impending elections and higher proportion of exports, the company in quite hopeful that any shortfall in targeted sales from Indian domestic market in the current year may be covered by the gains that company expect from the export markets and in the process still achieve the projected growth for the year 2018-19.

(iv) COMPETITIVE ANALYSIS :

The water & wastewater equipment business in the country is consolidated due to the high up front capital investment as well as complex technology and brand approval process required to enter the segment. This high entry barrier has prevented the entry of smaller players to the sector which is dominated by a select few mid size domestic companies as well as large international companies.

Even the large international companies after over 10 years in the domestic market do not find it easy to establish themselves strongly and achieve scale of operations because of these entry barriers and are hence regularly approaching strong domestic players for some strategic tie up or acquisition. The products being majorly custom built in nature and requiring a tough process of design submittal and review ensures that Chinese companies and products does not find easy approval in most English speaking countries including India.

(c) NEW DEVELOPMENTS:

(i) SAP IMPLEMENTATION

The initiative was taken to implement SAP Business One platform in the company in mid-2017 and the go live stage is expected to be reached in August 2018.

(ii) DESIGN & PRODUCT DEVELOPMENT ACTIVITIES

3D Drawing Environment and Auto Generation of Drawings : The company has achieved stupendous progress in Auto generation of drawings and the products for which software is ready we are now able to complete the work of General Arrangement Drawings and Manufacturing drawings within less than 10% of the time taken earlier. Investment in Auto Generation of drawings will result into our being able to cut down the total delivery period by up to 25 days from that existing earlier, reduce error, significantly improve profitability of the company in the long term due to peripheral benefits accrued.

(iii) RODNEY HUNT IN USA:

The Company acquired the brand and entire manufacturing plant and assets of Rodney Hunt at Orange, Massachusetts for $ 4.27 Million by August 2017. Out of this, the Company has :

- Sold equipment and machinery worth $ 0.37 Million in USA ,

- Sold equipment and machinery worth $ 0.15 Million to Indian operations

- Will sell equipment & inventory worth $ 0.13 Million to Indian operations in August / Sept 2018,

- Retain Brand, IP rights , patents , plant, equipment and machinery worth $ 2.35 Million for itself at Orange,

- Sell rest of the plant and shed for $ 1.275 Million to an interested buyer,

The Company has retained about 60,000 Sq. feet of plant shed with cranes & shifted the equipment required to start fabrication and assembly plant to this area so as to start US manufacturing facility. The work on this US manufacturing facility is progressing as planned and production from this facility at Orange, Massachusetts will start by August 2018. This plant will employ 6-8 people and will bring in revenue of USD 2-3 million dollars a year from 2019 onwards by making screens, gates and valves. The primary reason for this limited facility is to meet the requirements of Build in America projects, for US manufacturing of those orders needing delivery period lesser than 10-12 weeks & for stocking of spare parts and products covered under quick ship program. All other large orders and orders needing longer lead times will be executed from Indian operations. An in-principle agreement for the sale of balance land and plant at an approximate value of USD 1.275 million is already reached with a buyer and the final agreement is expected to be executed within August 2018 & proceeds realized in September 2018. Even after above is done some equipment is still required to be disposed off before the plant is handed over to buyer.

(iv) INITIAL PUBLIC OFFERING

The Directors are pleased to inform you that the Company''s Initial Public Offering (IPO) of 4000800 Equity Shares of face value of Rs. 10/- (Rupees Ten only) by way of Book Built Process received an overwhelming response from the investors. The Issue was opened on 28.9.2017 and closed on 3.10.2017. The issue was oversubscribed by approx four times. The allotment cum offer for sale of 4000800 Equity Shares of Rs.10/- each for cash at a premium of Rs. 110/- per share aggregating to Rs. 4800.96 Lakhs under the said IPO was made on 11^th October 2017. Subsequent to the completion of IPO, the paid up equity share capital of the Company got increased from Rs. 95.75 Lakhs to Rs.118.36 Lakhs. The trading of Equity Shares of the Company commenced on National Stock Exchange of India Limited (SME) on 11^th October, 2017.

The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company. Your Director place their sincere thanks to all the investors and NSE (SME), Merchant Bankers and all the agencies for their guidance and support. The Company''s equity shares are regularly being traded at the floor of the NSE SME platform.

(v) UTILIZATION OF IPO PROCEEDS

The proceeds realized by the Company from the Issue is being utilized as per the Objects of the Issue. The proceeds of the issue is being utilized for to meet working capital requirement of our Company, Expansion of Manufacturing facilities at Unit I, II and III, To acquire leased land and to set- up new manufacturing plant at SEZ Pithampur (i.e. Proposed Unit IV) and General Corporate Purposes. There has been no deviation in the utilization of the IPO proceeds of the Company and the Company has submitted statement towards the utilization of the issue proceeds under Note no. 44 of the notes to the accounts of the financials for the FY 2017-18.

(vi) NEW MANUFACTURING PLANT AT SEZ PITHAMPUR (UNIT IV FOR RODNEY HUNT BUSINESS )

The land was transferred in February 2018 and construction of civil works commenced in mid-March. The work at the new Unit IV at Pithampur is now going very fast and all the civil works below floor level is complete and so now onset of monsoon will not affect the pace of work. PEB is delivered in June-July and installed during July -August period so that all the balance work like flooring and side civil walls can be done during monsoon period of July-Sept. Order for machinery will be placed in June - August so that these are delivered by Oct-Nov by when the civil construction of Unit IV is expected to be completed. The Company aim to commence trial production by Jan 2019 and commercial production at this facility from April 2019.

3. DIVIDEND:

The Board has recommend a dividend of 10% on f.v. of fully paid up shares i.e. Rs. 1/- per share of Rs.10/- each for the year 2017-18.

4. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a. that in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied

consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018.

c. that they have 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;

d. that they have prepared the Annual Accounts on a going concern basis;

e. that they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

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

5. SHARE CAPITAL :

The paid up equity share capital of the Company was as on 31^st March 2018 was 1183.65 lacs divided into 1,18,36,598 equity shares of Rs. 10/- each. During the year allotment cum offer for sale of4000800 Equity Shares of Rs, 10/- each has issued for cash at a premium of Rs, 110/- per share aggregating to Rs, 4800.96 Lakhs under the Initial public offer as per the Prospectus date 4^th October 2017. The Company has not issued shares with differential voting rights or granted stock option or sweat equity.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,2013:

For the financial year ended 31^st March, 2018,Your Company has not transferred any amount to General Reserve out of profits available for appropriation. During the year the Company has received security premium amount 2487.31 lacs in the public issue of 22.61 lacs equity shares of Rs. 10/- each at a premium of Rs. 110/- per share allotted on 7^th October 2017 and the same transferred to Securities Premium Account.

7. DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2018. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied in respect of loan & guarantees and investment pursuant to Section 186 of the Companies Act, 2013.

9. CORPORATE SOCIAL RESPONSIBILITY:

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 2017-18 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 A”.

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

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

Category	No. of complaints	No. of complaints	No. of complaints pending
	pending at the beginning	filed during the	as at the end of
	of F.Y. 2017-18	F.Y. 2017-18	F.Y. 2017-18
Sexual Harassment	Nil	Nil	Nil

OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved positive engagement of personnel on the plant at every level with regard to safety, two key areas of focus were identified, namely Facility Management for the employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for labor such as washrooms with bathing facilities, 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 were aligned with the Company''s objectives to ensure ''Zero Harm''.

11. RISK MANAGEMENT:

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 Audit 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.

12. INTERNAL CONTROL:

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 2017-18 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.

13. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :

The Company''s Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, has framed ''Vigil Mechanism Policy'' for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from 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.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY

The details of wholly owned subsidiaries continuing having status of the same is given as required under section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014 in the FORM AOC-1 as containing part of the Annual Report annexed as “Annexure- B.”

Further the Company does not have any associate or joint venture company at the beginning or closing or any time dur

during the year 2017-18.

There are no companies which become/ceased to be subsidiaries, JVs or Associate during the year of your company.

In accordance with third provision of section 136(1) of the Companies Act, 2013 the Annual report of the company, containing therein its subsidiaries basis and the consolidated financial statements has been placed on the website of the Company. Further as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been posted on the website of the Company. The consolidated financial statement of the company is also annexed as containing part of the annual report.

15. BOARD OF DIRECTORS, THEIR MEETINGS & KMPs

The Board of directors are comprising of total (7 Seven) Directors, which includes 4 (Four) Independent. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

S.No.	Director Name	DIN	Designation
1.	MR. LAXMINANDAN AMIN	00007735	CHAIRMAN & MANAGING DIRECTOR
2.	MR. PRATIK PATEL	00780920	MANAGING DIRECTOR
3.	MR. AXEL SCHUTTE	02591276	DIRECTOR
4.	MR. DURGALAL TULJARAM MANWANI	07114081	INDEPENDENT DIRECTOR
5.	MR. SUNIL CHOKSI	00155078	INDEPENDENT DIRECTOR
6.	MR. BRIJ MOHAN MAHESHWARI	00022080	INDEPENDENT DIRECTOR
7.	MS. SUNITA KISHNANI	06924681	INDEPENDENT WOMEN DIRECTOR

Board Independence

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 is having total 7 directors in the Board out of them the following directors are independent directors;

1. Mr. DurgalalTuljaram Manwani (w.e.f. 25.8.2017)

2. Mr. Sunil Choksi (w.e.f. 25.8.2017)

3. Mr. Brij Mohan Maheshwari (w.e.f. 25.8.2017)

4. Ms. Sunita Kishnani (w.e.f. 25.8.2017)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, but shall be eligible for re-appointment on passing of a special resolution by the Company and shall not be liable to retire by rotation.

Declaration by the 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 2017-18.

Changes in Directors and Key Managerial Personnel

1. Mr. Tushar Kharpade having Membership of ICSI, who have been appointed as a Company Secretary of the Company w.e.f. 3^rd April 2017.

2. Mr. Dharmendra Jain who was working as General Manager-Finance in the Company since last 10 years; was designated as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 26^th July 2017.

3. Mr. Rohit A. Patel (DIN: 00174467), Independent Director has resigned from the Board w.e.f. 25th August ,2017 vide his resignation letter dated 25th August 2017. The Board of Directors at their meeting held on 25th August 2017 accepted his resignation. Your Board place on record their sincere thanks for the valuable services rendered by them in the capacity of Independent Director of the Company.

4. Mr. Neeraj Desai (DIN: 003356873) Independent Director has resigned from the Board w.e.f. 25th August ,2017 vide his resignation letter dated 25th August 2017. The Board of Directors at their meeting held on 25th August 2017 accepted his resignation. Your Board place on record their sincere thanks for the valuable services rendered by them in the capacity of Independent Director of the Company.

5. Mr. DurgalalTuljaram Manwani (DIN: 07114081) has been appointed as Additional Director under Independent Category of the Company w.e.f. 25th August 2017 for a period of 5 years. His appointment was also approved by the Members at their Extra Ordinary General Meeting held on 28th August, 2017.

6. Mr. Sunil Choksi (DIN: 00155078) has been appointed as Additional Director under Independent Category of the Company w.e.f. 25th August 2017 for a period of 5 years. His appointment was also approved by the Members at their Extra Ordinary General Meeting held on 28th August, 2017.

7. Mr. Brij Mohan Maheshwari (DIN: 00022080) has been appointed as Additional Director under Independent Category of the Company w.e.f. 25th August 2017 for a period of 5 years. His appointment was also approved by the Members at their Extra Ordinary General Meeting held on 28th August, 2017.

8. Ms. Sunita Kishnani (DIN : 06924681) has been appointed as Additional Director under Independent Category of the Company w.e.f. 25th August 2017 for a period of 5 years. Her appointment was also approved by the Members at their Extra Ordinary General Meeting held on 28th August, 2017.

9. Mr. K Mukundan ( DIN: 02756249) has been resigned from the Board of Director w.e.f. 12^th April 2018 due to their pre occupation. The Board of Directors at their meeting held on 29^th May 2018 noted his resignation. Your Board place on record their sincere thanks for the valuable services rendered by them in the capacity of Nominee Director of the Company.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business:

The notice of Board meeting is given well in advance to all the Directors. Meetings of the Board are held in Indore, at the Registered Office. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The following Meetings of the Board of Directors were held during the Financial Year 2017-18:

S.No.	Date of Meeting
1.	26th April 2017
2.	13th July 2017
3.	25th July 2017
4.	25th August 2017
5.	18th September 2017
6.	13th November 2017
7.	2nd February 2018

16. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

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 C” and is uploaded on company''s website www.Jashindia.com.

Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises of the following key areas:

I. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of company and its performance

iv. Providing perspectives and feedback going beyond the information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.

CODE OF CONDUCT:

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down 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 which is applicable with effect from the date of listing of the Company i.e. 11^th October 2017 and same has been hosted on the website of the company www.Jashindia.com.

17. COMMITTEES OF THE BOARD

The Company has following Committees:

AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013. The constitution of the Audit Committee was approved by the Board of Directors and was re-constituted as per requirements. The Audit Committee comprises of the following Directors of the Company:

The Composition of Audit Committee is as follow:

S.No.	Name	Nature of Directorship	Designation in Committee
1.	MR. BRIJ MOHAN MAHESHWARI	INDEPENDENT & NONEXECUTIVE DIRECTOR	CHAIRMAN
2.	MR. DURGALAL TULJARAM MANWANI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER
3.	MR. SUNIL CHOKSI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER
4.	MR. PRATIK PATEL	EXECUTIVE DIRECTOR	MEMBER

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors and was re-constituted on requirements. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

The Composition of Nomination & Remuneration Committee are as follow:

S.No.	Name	Nature of Directorship	Designation in Committee
1.	MS. SUNITA KISHNANI	INDEPENDENT & NONEXECUTIVE DIRECTOR	CHAIRMAN
2.	MR. DURGALAL TULJARAM MANWANI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER
3.	MR. BRIJ MOHAN MAHESHWARI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER

STAKEHOLDERS’ RELATIONSHIP COMMITTEE :

The Company has constituted a shareholder/investors grievance committee ("Stakeholders Relationship Committee") to redress complaints of the shareholders.

S.No.	Name	Nature of Directorship	Designation in Committee
1.	MR. SUNIL CHOKSI	INDEPENDENT & NONEXECUTIVE DIRECTOR	CHAIRMAN
2.	MS. SUNITA KISHNANI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER
3.	MR. BRIJ MOHAN MAHESHWARI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER
4.	MR. PRATIK PATEL	EXECUTIVE DIRECTOR	MEMBER

S.No.	Name	Nature of Directorship	Designation in Committee
1.	MR. LAXMINARAYAN AMIN	MANAGING DIRECTOR	CHAIRMAN
2.	MR. BRIJ MOHAN MAHESHWARI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER
3.	MR. DURGALAL TULJARAM MANWANI	INDEPENDENT & NONEXECUTIVE DIRECTOR	MEMBER

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Company has constituted a CSR Committee in accordance with the provisions of section 135 of Companies Act, 2013. The constitution of the CSR Committee was approved by a meeting of the Board and reconstituted as per requirements. The CSR Committee comprises the following Directors:

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2017-18 were on Arm''s Length Basis and were in the Ordinary Course of business. 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.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and the Board. The transactions entered into by the company are audited. The Company has developed Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The information for the Related Party Transactions has been given in AOC-2 as “Annexure No D.” The RPT Policy as approved by the Board is available on the Company''s website. www.jashindia.com.

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

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.

20. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT

M/s Walker Chandiok& Co LLP (Grant Thornton), Chartered Accountants (Firm Registration No. 001076N/N500013), the Statutory Auditors were reappointed for a term of 5 years at Annual General Meeting of the Company held on 30th Sept., 2017 and they have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the rules framed hereunder for ratification by the Members for appointment as Statutory Auditors of the Company for Financial Year 2017-18. As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

SECRETARIAL AUDITORS

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 M/s D. K. Jain & Co., Practicing Company Secretaries to undertook the Secretarial Audit of the Company for the year, 2017-18. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as “Annexure E” of this report.

The Secretarial Audit Report for the year 2017-18 is self-explanatory except the following comments made and the management submits their comments;

(a)The company has not filed the form CHG- 1 and MGT -14 with ROC for the borrowing made by the company for the purchase of motor vehicle and other unsecured loan taken from a group company Patamin Investments Pvt. Ltd. till the date of our report; (b) Some forms were filed by the company after prescribed time along with the adequate additional filing fee and this has reported as compliance by reference of payment of additional fees;

Management Response to Point No. (a) & (b) : Your Company is law abiding entity and filed the necessary forms & returns with the authorities. The management is hopeful and committed to their level best to streamline the same in future. There was some delay in filing of the particulars forms and has already complied with the same and has paid additional fees as prescribed.

(c ) Company was required to spend CSR of Rs. 25.52 lakhs during the FY 2017- 18. However, the company has not spend any amount till date : Management Response to Point No ( c ) : The company has contributed Rs. 0.52 lakhs during the year towards

CSR initiatives. The areas targeted by the Company were new therefore the planning and management of activities was not so smooth and took a reasonable amount of time.

COST AUDITOR

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 your company for the financial year 2017-18.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rule thereunder and regulation 18(3) of SEBI LODR and based on the recommendations of Audit Committee, your Board have reappointed M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered Accountants, Indore as Internal Auditor of the Company to conduct the Internal Audit of the Company for the FY 2017-18. The Internal Auditors reports directly to the Audit Committee and make comprehensive presentations at the Audit Committee meeting(s) on the Internal Audit Report.

Your Board has reappointed M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered Accountants, Indore as Internal Auditor of the Company for the FY 2018-19.

21. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134 (3) (ca) 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 year 2017-18.

22. CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of National Stock Exchange Limited is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

23. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards.

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

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

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

Except that as stated in the relevant places, the material changes, development, regarding project which is ongoing, from the 31st March, 2018 till the date of the Board Reports, there are no material changes which may affect the financial position of the Company.

26. NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111(E) on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of NSE, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April 2017.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure G.”

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

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in “Annexure H.” During the year, none of the employees received remuneration in excess of Rs. One Crore and two lacs or more per annum, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

29. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Obligations and Disclosures Requirements Regulations, (SEBI LODR) 2015, the management discussion and analysis is set out in this Annual Report as an “Annexure I.”

30. INDUSTRIAL RELATIONS

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

31. PREVENTION OF INSIDER TRADING

In view of the 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 Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

32. CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Company''s objectives, projections, outlook, expectations and others may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results may differ from expectations 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.

33. ACKNOWLEDGMENTS

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 Ltd. the bankers to the company, 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, Lead Manager, Share Transfer Agent and other intermediaries of the Public Issue of the Company and also to all stakeholders of the Company viz. customers, members, dealers, vendors and other business partners for the excellent support received from them during the year.

For and on behalf of the Board of Directors

of Jash Engineering Limited

Place: Indore Sd/ Sd/

Pratik Patel Laxminandan Amin

^{13 August 2018} DIN : 00780920 DIN : 00007735

Managing Director Chairman &

Managing Director