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To the Members of Jasch Industries Ltd

Your Directors have pleasure in presenting the 39th Annual Report of the company for the year ended on 31st March 2025.

1. Financial Performance

The highlights of financial performance of the company during the nancial year ended 31st March 2025 on standalone basis, as extracted/calculated from the accompanying audited financial statements, are as under:

(Amount in Rs. Lakh)

Gross income, comprising revenue from operations and other income, for the FY 2024-25 was Rs. 18466.07 lakh as against Rs. 17231.31 lakh in FY 2023-24. However, Profit before Tax for the FY 2024-25 was Rs. 973.12 lakh vis-a-vis Rs. 1202.77 lakh in FY 2023-24. Profit after Tax for the FY 2024-25 was Rs. 748.58 lakh compared to Rs. 900.10 lakh in FY 2023-24.

The company is constantly upgrading its technology and modernizing plant and machinery with a view to maintain competitive edge in the market. Further the company has entered into to a technical know how agreement with a Japanese company for developing new products. The company has also engaged consultants to improve productivity and reduce wastage and develop new products. Though all these initiatives entail expenditure resulting in pressure on margin and reduced profits, but the management considers the same necessary for long term prospects of the company.

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

The Company has started the supply of coated fabrics for use in interiors of Hyundai/Kia cars. Commercial sales of lamination adhesive has started. A used four-head coated fabrics line has been received from abroad.

Apart from aforestated, 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 tariff war between the USA and other countries, may result in cheaper Chinese coated fabrics and PU resin flooding into less-tariff countries like India. If it happens, it may impact revenues and erode some profits.

3. Changes among Directors & Key Managerial Personnel during the year under report

Cessations: Shri Naresh Kumar, Independent Director relinquished his office as such on the expiry of his second term of five years on 30-08-2024.

Appointments: During the year under report, the 38^th Annual General Meeting was held on 30-08-2024, which made the following appointments:

Shri Navneet Garg, a non-independent director retiring by rotation was re-appointed in the same capacity.

Shri Ramnik Garg, and Shri Navneet Garg (both Executive Directors) whose term of three years was expiring w.e.f. 30-06-2025 and 30-04-2025 respectively, were reappointed as such for further period of three years each.

Besides the above, there have not been any changes among Directors and Key Managerial Personnel during the year.

4. Appointment of related party to a place of profit during the year under report

On the recommendations of the Nomination & Remuneration Committee (all of whose members are Independent Directors), Shri Rishit Garg was appointed by the Board as Manager (R&D) w.e.f. 01-07-2024 for a remuneration of Rs. 1,20,000 per month besides other benefits as are being paid to other regular employees of the Company. Shri Rishit Garg has completed his full-time Bachelor of Science Degree in Material Science & Engineering from University of Washington, USA. The Committee and the Board were of the view that his qualifications and training will be of immense benefit to the Company. Shri Rishit Garg is a relative of all the directors belonging to promoter group. Although transaction was stated to be on an arm's length basis and is not required to be referred to in the Board's Report 2013, under Section 188(1) of the Companies Act, yet this is being so referred to by way of an abundant caution.

5. Subsidiaries, Consolidated Accounts and materiality

The Company did not have any subsidiaries, joint ventures or associate companies either at the beginning, during or at the end of the year under report.

6. 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.

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

During the year, the Company had engaged services of M/s Vishal G. Goel & Co, Chartered Accountants as Internal Auditors for the Financial Year 2024-25. 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.

8. 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). The cost records maintained by the Company were 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. Cost Audit Report for the financial year 2023-24 received during the year under report, was placed before the Board of Directors within the stipulated time. It did not contain any quali cation, reservation, adverse remark or disclaimer.

9. 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.

10. 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.

11. 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.

12. 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 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.

13. 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 & Disclosure Requirements) 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.

14. Company's Policy relating to Remuneration of directors, key managerial personnel and other employees

For Company's policy relating to Remuneration for directors, key managerial personnel and other employees as required to be disclosed under Section 178(4) of the Companies Act, 2013 and under the Listing Regulations, please refer to Annexure B.

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).

16. 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.

17. 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.

18. 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 is available at the website of the Company at https://www.jaschindustries.com/Investors/Policies.

19. Risk management policy

A statement indicating business risks and the management policy to manage the risks, forms part of Management Discussion & Analysis Report which is placed at Annexure F.

20. Annual Return

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

21. Loans, Guarantees and Investments

Under Section 186(4) of the Companies Act, 2013, full particulars of loans and guarantees given, investments made and security provided are required to be and are mentioned in the nancial statements. During the year under Report no loans were given, no guarantees were provided and no investments were made.

22. Related Party Transactions

On the recommendation of the Audit Committee, the Board of Directors of the Company has adopted a policy to regulate transactions between the Company and parties related to it. This Policy has been uploaded on the website 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.

23. 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 an independent Practicing Company Secretary, con rming compliance with the conditions of corporate governance as stipulated under the Listing Regulations is attached.

24. Management Discussion and Analysis Report

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

25. 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.

26. 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.

27. Listing

The Equity Shares of the Company are listed at the BSE Limited. Scrip Id is 500220.

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 2025 and of the pro ts of the Company for the year ended 31st March 2025;

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.