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Your Directors have pleasure in presenting the 37th Annual Report of the company for the year ended on 31st March 2023.

1. Performance and Financial & Other Highlights

The Directors are pleased to report a better performance during the financial year 2022-23 (hereinafter referred to as "the year"). The gross income of the Company increased from Rs. 21607.46 lakhs in financial year 2021-2022 (hereinafter referred to as "the previous year") to Rs. 23,694.82 lakhs in the year representing an increase of 09.66% as compared with that of the previous year.

Segment wise, the sales of Synthetic Leather Division at Rs. 16710.11 lakh were higher by 08.22% during the year as compared with those at Rs. 15441.48 lakh during the previous year. The sales of Electronic Gauge Division at Rs. 6984.71 lakh were 13.29 % higher as compared to those at Rs. 6165.98 lakh during the previous year.

Company's operating pro t before interest, depreciation and income tax increased by 01.19% to Rs. 3110.13 lakh during the year, as compared with Rs.3073.63 lakh during the previous year. The net pro t after interest, depreciation, income tax and deferred tax have marginally decreased from Rs. 2024.41 lakh to 1994.60lakh, which was 01.47% less as compared with that of the previous year. The management considers overall performance to be satisfactory.

The nancial statements of the company have been audited by independent statutory auditors, who have previously subjected themselves to peer review. Their Audit report, which is annexed, is self-explanatory and does not contain any quali cation, reservation, adverse remark or disclaimer calling for comments by the Board. The Board has neither proposed any dividend for the year nor transfer of any amount to reserves.

The nancial highlights of company during the nancial year ended 31st March 2023 on standalone basis are as under:

2. Material Changes and commitments, if any, after the date of nancial statements, a ecting the nancial position of the company and Future Prospects

No material changes and commitments a ecting the nancial position of the Company have occurred between the end of the nancial year to which the nancial statements relate and the date of this Directors' Report. The on-going war between Russia and Ukraine continues to have an adverse effect on the economy world-wide. There is continued apprehension that the prices of raw material (particularly petroleum products) will continue to rise, which the Company may not be in a position to fully recover from its customers. This may erode some profits. During the year, the Company entered into a royalty-based technical licensing know-how agreement with a foreign Company for production of high-end PU resins and PU Tapes for fastener and seam tape application. Laboratory scale trial-runs for these products have been successful. The results of test-marketing of these products has also been encouraging. Once the commercial production of these products starts, it may significantly improve the bottom line of the Company.

3. Changes among Directors & Key Managerial Personnel

The three-year tenure of Shri Manish Garg, Executive Director expired on 30^th September 2022 and being eligible, he was re-appointed by the Board on the recommendations of the Nominations & Remuneration Committee in the same capacity for a further tenure of three years, subject to approval of this Annual General Meeting. His resume and details about his remuneration and other terms of appointment are given in the annexed Corporate Governance Report.

Shri Ramnik Garg, a non-independent director retires by rotation at the ensuing Annual General Meeting and, being eligible, has o ered himself for re-appointment.

Besides the above, there have not been any changes among Directors and Key Managerial Personnel during the year. However, after the close of the year, on the recommendations of the Nominations & Remuneration Committee and subject to approval by the ensuing AGM, Shri Rushil Garg has been appointed by the Board as Executive Director for a period of three years with effect from 01^st June 2023 and Shri Om Prakash Garg has been appointed as Additional Director we.f. 20^th May 2023 to hold office upto the ensuing AGM. Shri Om Prakash Garg, Shri Suresh Goyal and Shri Shri Bhagwan are proposed to be appointed as Independent Directors at the 37^th Annual General Meeting. Details of these persons are given elsewhere in the Directors' Report.

4. Subsidiaries, Consolidated Accounts and materiality

The Company has one wholly owned Indian subsidiary as on 31st March 2023, namely, Jasch Gauging Technologies Ltd ("JGTL"). JGTL has been established solely to receive the demerged business of your Company. A joint petition filed by the Company and JGTL is awaiting approval by the Hon'ble National Company Law Tribunal, New Delhi Bench. Financial statements of JGTL have been consolidated with that of the Company. The Company did not have any joint ventures or associate companies either at the beginning or at end of the year.

5. Deposits

The Company did not hold any deposits at the beginning of the year. It did not accept any deposits during the year. Therefore, there was no occasion for any deposits to remain unpaid or unclaimed or in default for repayment of principal or interest thereon.

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

During the year the Company had engaged services M/s Vishal G. Goel & Co, Chartered Accountants as Internal Auditors for the Financial Year 2022-23. The scope of their work included review of processes for safeguarding the assets of Company, e ectiveness of systems and processes and assessing the internal control strengths in all areas. Management is having tight control on all the operations of the Company. All expenses are scrutinized and approved by the top management. The Company has adequate system so as to have proper check and control on every department. Deviation from established system, if any, are placed before Audit Committee of the Board for review and corrective action to be taken, if any.

7. Cost Audit & Cost Record

During the year, the Company was mandated to maintain cost records and also appoint cost auditors in respect of its products falling under CETA heading 3909 and 3921 (Plastics and Polymers). Accordingly, the Company duly maintained cost records during the financial year 2022-23 and subjected these to cost audit which was conducted by M/s Vipul Bhardwaj & Company, Cost & Management Accountants. Cost Audit Report, which is required to be submitted by the Cost Auditors to the Board of Directors within 180 days of close of nancial year, has not been received yet.

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

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

9. Corporate Social Responsibility

As the Company is not required to constitute a CSR Committee, the Board of Directors is directly discharging CSR obligations of the Company. Information required under Rule 8 and 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in the Annexure H to this report.

10. Particulars of Speci ed Employees

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

11. Board & Board Committee Meetings

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

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

For statements on composition of the Board, Audit Committee, Nomination & Remuneration Committee ("NRC"),

Stakeholders Relationship Committee and their Meetings held during the year; Independent Directors, their brief resume, the declarations of Independence given by them and appointment of Key Managerial Personnel, please refer to Annexure A (Corporate Governance Report). Terms and conditions of appointment of Independent Directors can be accessed from the website of the Company at the following web link: www.jaschindustries.com/Investors. Details of Board and Committee Meetings held during the year under report are given in the annexed Corporate Governance Report.

12. Evaluation of Board, its Committees and individual Directors

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

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

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

14. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 Schedule V, Part II Section II

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

15. Auditors, Audit and Auditors' Report

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

16. Secretarial Audit & Secretarial Auditors' report

During the nancial year under Report, the Company subjected itself to Secretarial Audit by Independent Secretarial Auditors, M/s Mukesh Arora & Co, Company Secretaries and their report in Form MR-3 is at Annexure D.

17. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.jaschindustries.com/Investors/Policies.

18. Risk management policy

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

19. Annual Return

In accordance with the amended provisions of Section 92(3) of the Companies Act, 2013, a copy of Annual Return, after the same has been led with the Registrar of Companies, will be available at the website of the Company www.jaschindustries.com under the web-link "Investors".

20. Loans, Guarantees and Investments

As required under Section 186 of the Companies Act, 2013, full particulars of loans and guarantees given, investments made and security provided during the year under Report are contained in the accompanying nancial statements

21. Related Party Transactions

On the recommendation of the Audit Committee, the Board of Directors of the Company has adopted a policy to regulate transactions between the Company and parties related to it. This Policy has been uploaded on the website of the Company at www.jaschindustries.com under the link Investors>Policies. All the related party transactions that were entered during the nancial year were on arm's length basis and were in the ordinary course of the business. The Audit Committee had granted prior omnibus approval to certain related party transactions and the same were subsequently placed before the Audit Committee on Quarterly basis for its approval or modi cation, as the case may be.

Disclosures pursuant to Section 134(3)(h) & Section 188 of the Companies Act, 2013, Regulation 34(3) & 53(f) of the Listing Regulations and other applicable provisions of laws are contained in the enclosed in Form AOC-2 as Annexure

E to the Directors' Report and also in Note 36 to Financial Statements. There were no material related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential con ict with the interests of the Company.

22. Corporate Governance Report & Certi cate

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. Corporate Governance Report, together with requisite certi cate from the Independent Statutory Auditors of the Company, con rming compliance with the conditions of corporate governance as stipulated under the Listing Regulations is attached.

23. Management Discussion and Analysis Report

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

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

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

25. ISO and IATF Certi cation

The Company has ISO 9001:2015 certi cation for Quality Standards, ISO 14001:2015 certi cation for environmental management systems and IATF 16949:2016 certi cation for providing improved quality products to automotive customers worldwide.

26. Listing

The Equity Shares of the Company are listed at the BSE Limited.

27. Proposed Scheme of Arrangement

As reported in the last Annual Report, a proposed Scheme of Arrangement between the Company (Jasch Industries Ltd "JIL") ), Jasch Gauging Technologies Ltd ("JGTL" - wholly owned subsidiary of JIL) and their respective shareholders and creditors under which, the nucleonic-gauge related business (including assets and liabilities) of the JIL is proposed to be demerged to JGTL, has been approved by the respective shareholders and creditors of both the Companies. The Company has filed a second motion petition before the NCLT for its final order in respect of the proposed Scheme. Details the Scheme are available at the website of the Company www.jaschindustries.com under the link Investors>Scheme of Demerger.

28. Status of Annexures to Directors' Report

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

29. Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors a rm that:

In the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation, if any, relating to material departures;

Appropriate accounting policies were selected and applied consistently, and judgments and estimates made were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at 31st March 2023 and of the pro ts of the Company for the year ended 31st March 2023;

Proper and su cient care were taken 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;

The annual accounts were prepared on a going concern basis;

Internal nancial controls were laid down to be followed by the Company and such internal nancial controls were adequate and were operating e ciently;

Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating e ectively.

30. Appreciation

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