To the Members

Your directors have pleasure in submitting their second Board Report (Post listing) of the Company together with the Audited Financial Statements for the financial year ending 31^st March 2025.

The financial highlights of company during the financial year ended 31^st March 2025 on standalone basis are given below:

(Amount in Rs. Lakh)

During the year under report, the Company achieved gross turnover of Rs. 5826.37 lakh as against Rs. 6314.88 lakh previous year. Operating profit (before interest and depreciation) stood at Rs. 2105.60 lakh as against Rs. 2249.69 lakh in previous year. Net profit (after interest, depreciation, income tax and deferred tax) was Rs. 1468.08 lakh as against Rs. 1604.43 lakh in previous year. Considering global disturbances, the management considers overall performance to be satisfactory.

During the financial year 2024-25, the Board declared the interim dividend of Rs. 5 per equity share i.e. 50% of face value of Rs. 10 each fully paid up in their meeting held on 25-01-2025. The Company had transferred Rs. 22.66 lakh to reserves. The interim dividend had already been paid within timeline prescribed under the law.

The Board is pleased to propose final dividend of Rs. 2.50 per equity share i.e. 25% of face value of Rs. 10 each fully paid-up of the Company for the financial year 2024-25 to be paid out of profits of that year and transfer Rs. 11.33 lakh to reserves. Final dividend is subject to approval of members at the ensuing AGM and shall be subject to deduction of income tax at source.

The total outflow towards dividend for the financial year 2024-25 will be Rs. 339.9 lakh as against Rs.

113.3 lakh for the previous financial year.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Board Report.

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

to cater to the demand for the next three months, with more orders trickling in. Ongoing global disturbances and tariff wars across the globe may impact the sales during financial year 2025-26.

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

Shri Rishit Garg was appointed as non-executive & non-independent director w.e.f 25-01-2025. Shri Rishit Garg, aged 24 years, is a Bachelor of Science in Materials Science & Engineering from the University of Washington, USA.

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

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

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

The Company has not invited/accepted any deposits from the public during the year ended 31st March 2025. There were no deposits outstanding at the beginning or the end of the year.

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, effectiveness 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.

Neither provisions related to the Cost Audit nor of maintenance of cost records as specified in Section 148 of the Companies Act 2013 were applicable to the Company during the year under report.

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

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

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.

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

The Board has constituted three Committees, namely Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee and is empowered to constitute 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: Details of Board and Committee Meetings held during the year under report are given in the annexed Corporate Governance Report.

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.

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

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).

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

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

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

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.

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 financial statements.

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 under the link Investors>Policies. All the related party transactions that were entered during the financial 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 modification, 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 Board Report and also in Note 37 to Restated Financial Statements. There were no material related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

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

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 Annexure G to this report.

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

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

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

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

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 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.

Your directors wish to place on record their appreciation of the devoted services rendered by the

workers, the staff, the executives of the Company, the professionals associated with the Company and

for the continued support from its Bankers and other stakeholders.

By order of the Board of Directors For Jasch Gauging Technologies Limited