The Directors are pleased to present herewith the 45^th Annual Report of the Company ('JWL') together with the Audited Financial
Statements for the financial year ended 31^st March 2025.

FINANCIAL PERFORMANCE

FINANCIAL PERFORMANCE AT GLANCE

a) During the year revenue from operations increased to
^3,87,062.50 lakhs as compared to ^3,64,125.30 lakhs in
the previous year, a growth of 6.3%, driven primarily on
account of growth in sales of Railway Wagons.

b) Employee cost and other operating expenses increased
as compared to previous year, mainly on volume growth
and in line with increase in sales volume.

c) Consequent to above, the operating profit in terms of % to
revenue increased to 14.15% from 13.49% in the previous
year, mainly on account of improvement in gross margin
driven by backward integration.

d) Finance cost has increased by ^1,229.51 lakh as compared
to the previous year which mainly attributable to
increased working capital requirement and investment
in plant and machinery and equity investments in JVs and
subsidiaries.

OPERATIONAL PERFORMANCE

A detailed analysis of the Company's operations, future
expectations and business environment has been given in the
Management Discussion & Analysis Report which forms an
integral part of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company has the following 4(Four) Subsidiary Companies/LLP and 3 (three) Joint Venture Companies

In accordance with the provisions of section 129(3) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient
features of financial statements of each of the subsidiaries/
associates/joint venture companies of the Company, in the
prescribed Form AOC-1, is given in Annexure- A to this Report.

The said Form AOC-1 also highlights the performance and
financial position of each of the subsidiaries/associates/
joint venture companies and their contribution to the overall
performance of the company are included in the Consolidated
Financial Statements pursuant to Rule 8(1) of the Companies
(Accounts) Rules, 2014. In accordance with the provisions of
Section 136(1) of the Companies Act, 2013, the Annual Report
of the Company, containing, inter-alia, the audited standalone
and consolidated financial statements, has been placed on
the website of the Company and can be accessed at the link:
https://iupiterwagons.com/investors/#tab-14403.

Material Subsidiary

As on 31^st March, 2025, the Company had one unlisted material
subsidiary, i.e. Jupiter Tatravagonka Railwheel Factory Private
Limited. The Company has formulated a policy for determining
material subsidiaries. The policy is available at website of the
Company at the link: JWL - Policy for Detemining Material
Subsidiaries

Pursuant to Section 134 of the Companies Act, 2013 read with
rules made thereunder, the details of developments at the level
of subsidiaries and joint ventures of the Company are covered
in the Management Discussion & Analysis Report, which forms
part of this Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company did not undergo any change in the nature of its
business during the financial year 2024-2025.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL PERFORMANCE OF
THE COMPANY

There have been no material changes and commitments
affecting the financial performance of the Company which
have occurred during the end of the Financial Year of the
Company to which the financial statements relate and the date
of the report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A ofthe Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has
formulated and adopted the Dividend Distribution Policy.

The policy is available at website of the Company at the link:
JWL-Dividend-Distribution-Policy.pdf (jupiterwagons.com)

DIVIDENDS

For the Financial Year 2024-25, the Board of Directors of the
Company declared an interim dividend of ^1.00 per equity
share, representing 10% of the face value of ^10/- each. The said
interim dividend was duly paid to the eligible shareholders.

In accordance with the prevailing provisions of the Income
Tax Act, 1961, dividend income is taxable in the hands of the
shareholders. Accordingly, the Company deducted tax at source
on the dividend amount at the applicable rates prescribed
under the Act.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company
for Financial Year 2024-25, after all appropriation and
adjustments was ' 1,02,067.95 Lakh.

CHANGES IN SHARE CAPITAL
Authorised Share Capital

During the year under review, there is no change in the
authorised share capital of the Company. The authorised share
capital of the Company as on 31^st March, 2025 and as on the
date of this Report is ' 476,85,00,000 divided into 47,68,50,000
equity shares of ' 10/- each.

Paid up Share Capital

In pursuant to the resolution of the Board of Directors at its
meeting held on 7^th May, 2024 and subsequent to the approval
of the members of the Company by way of postal ballot
resolution on 20^th June, 2024, the result of which was declared
on 21^st June, 2024, the Company had allotted 1,22,04,424
Equity Shares of face value of ' 10/- each at an issue price of
' 655.50/- per equity share (including a premium of ' 645.50/-
per Equity Share), aggregating to ' 79,99,99,99,32.00/- in a
Fund Raising Committee Meeting held on 12^th July, 2024, on
preferential basis to the eligible qualified institutional buyers.

The above equity shares so allotted rank pari passu with the
existing equity shares of the Company.

Post allotment of 1,22,04,424 equity shares, the equity share
capital of the Company stood at ' 4,24,49,80,490 consisting
of 42,44,98,049 equity shares of ^10/- each as on 31^st March,
2025.

The Company issued 28,72,340 warrants, each convertible
into or exchangeable for one fully paid-up equity share of the
Company of face value ^10/- each ('Warrants'), at an issue
price of ^470.00 per warrant, payable in cash ('Warrant Issue
Price') on 29^th June, 2024. The aggregate value of the warrant
issue amounts to ^135,00,00,000.

The Warrants were allotted to the Foreign Promoter,
Tatravagonka A.S. in accordance with the applicable provisions,
the warrant holder has paid 25% of the Issue Price at the time
of allotment. The remaining amount is payable upon exercise
of the option to convert the warrants into equity shares, which
can be done at any time within a period of 18 months from the
date of allotment, i.e., on or before 28^th December, 2025.

Except as stated above, there was no other change in the share
capital of the Company.

DETAILS OF UTILIZATION OF FUNDS RAISED
THROUGH QUALIFIED INSTITUTIONS
PLACEMENT ISSUE OF EQUITY SHARES AND
PREFERENTIAL ISSUE OF CONVERTIBLE
WARRANTS

Details of utilization of the funds raised by the Company
through QIP issue of Equity Shares and Preferential issue
of Convertible Warrants along with an explanation for the
variation are disclosed in the Corporate Governance Report
which forms part of this Annual Report.

DIRECTORS AND KMP(s)

The Board of Directors comprises of following directors as on
31^st March, 2025:

KEY MANAGARIAL PERSONNEL OF THE
COMPANY

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, the Key Managerial Personnel (‘KMP’) of the
Company are: Mr. Vivek Lohia, Managing Director, Mr. Vikash
Lohia, Deputy Managing Director, Mr. Abhishek Jaiswal,
Whole Time Director and Chief Executive Officer, Mr. Swapan
Kumar Chaudhury, Whole Time Director (w.e.f. 13^th July, 2024),
Mr. Asim Ranjan Dasgupta, Whole Time Director (upto 12^th July,
2024), Mr. Sanjiv Keshri, Chief Financial Officer and Mr. Ritesh
Kumar Singh, Company Secretary.

DIRECTORS

Appointment /Re-Appointment of Directors

In terms of the provisions of the Companies Act, 2013, Mr. Vivek
Lohia (DIN: 00574035) Managing Director of the Company,
retires at the ensuing Annual General Meeting, being eligible
and has offered himself for re-appointment. The necessary
resolution for re-appointment of Mr. Vivek Lohia forms part
of the Notice convening the ensuing Annual General Meeting.

Pursuant to the recommendations of the Nomination and
Remuneration Committee and provisions of the Companies
Act, 2013 read with Schedule IV and the Rules made
thereunder and SEBI Listing Regulations, Mr. Santanu Ray
(DIN: 00642736) appointed as Independent Director w.e.f. 13^th
July, 2024, not liable to retire by rotation, for a term of 5 (five)
years commencing from 13^th July, 2024 up to 12^th July, 2029
(both days inclusive).

Further, pursuant to the recommendations of the Nomination
and Remuneration Committee and provisions of the
Companies Act, 2013 read with Schedule IV and the Rules
made thereunder and SEBI Listing Regulations, Mr. Navin
Nayar (DIN: 00136057) appointed as Independent Director
w.e.f. 14^th July, 2024, not liable to retire by rotation, for a term
of 5 (five) years commencing from 14^th July, 2024 up to 13^th July,
2029 (both days inclusive).

Further, pursuant to the recommendations of the Nomination
and Remuneration Committee and provisions of the Companies
Act, 2013 read with Schedule V and the Rules made thereunder
and SEBI Listing Regulations, Mr. Swapan Kumar Chaudhury
(DIN: 10694552) appointed as Whole Time Director w.e.f. 13^th
July, 2024, liable to retire by rotation, for a term of 5 (five)
years commencing from 13^th July, 2024 up to 12^th July, 2029
(both days inclusive).

During the year under review, pursuant to the recommendations
of the Nomination and Remuneration Committee and in
accordance with the provisions of the Companies Act, 2013,
read with Schedule IV and the Rules made thereunder, as well
as the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Mr. Vikash Lohia (DIN: 00572725) was
re-designated as the Deputy Managing Director ofthe Company,
in the capacity of a Whole-time Director, with effect from
1^st February, 2025.

The profile and particulars of experience, attributes and skills
that qualify for Board membership, are disclosed in the Notice
of the ensuing Annual General Meeting of the Company.

Cessation:

Mr. Prakash Yashwant Gurav and Mr. Manchi Venkat Rajarao
ceased to be Independent Directors of the Company upon
completion of their second consecutive terms of five years
each, with effect from the close of business hours on 14^th July,
2024, in accordance with the provisions of the Companies Act,
2013.

Further, Mr. Asim Ranjan Dasgupta ceased to be the Whole¬
time Director of the Company with effect from 13^th July, 2024,
following his resignation.

The Board of Directors places on record its sincere appreciation
for the valuable contributions, guidance, and support extended
by Mr. Gurav, Mr. Rajarao, and Mr. Dasgupta during their
respective tenures.

NUMBER OF BOARD & COMMITTEE MEETINGS

During the year, Nine Board Meetings were convened and held.
Additionally, several committee meetings were also held. The
details of meetings and the attendance of the Directors are
provided in the Corporate Governance Report forms part of
this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent
Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
Listing Regulations.

Further, in compliance with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Company,
through an independent external agency, conducted a formal
evaluation of the performance of the Board, its Committees,
and individual Directors, including Executive and Non¬
Executive Directors. The evaluation criteria included, inter
alia, parameters for assessing the effectiveness, participation,
and contribution of the Directors.

The Board of Directors, after carrying out due assessment
of the declarations and taking into consideration the inputs
from the performance evaluation process, took on record
the confirmations received from the Independent Directors
regarding their compliance with the prescribed criteria of
independence, in accordance with Regulation 25 of the SEBI
Listing Regulations.

BOARD FAMILIARISATION AND TRAINING
PROGRAMME

The Board is regularly updated on changes in statutory
provisions, as applicable to the Company. The details of
programs for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company
operates, business model of the Company and related matters

are put up on the website of the Company at the link: https://
jupiterwagons.com/wp-content/uploads/2024/08/JWL-
Familiarization-Program-for-Independent-Directors-of-
Jupiter-Wagons-Limited.pdf

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 25^th March, 2025 without
the attendance of Non-Independent Directors and members
of the Management. The Independent Directors reviewed the
performance of Non- Independent Directors, the Committees
and the Board as a whole, their performance, taking into
account the views of Executive Directors and Non- Executive
Directors and assessed the quality, quantity and timeliness of
flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably
perform their duties.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013
and the SEBI Listing Regulations, the Board of Directors carried
out an evaluation of its own performance, the performance of
its Committees, and of individual Directors. The Nomination
and Remuneration Committee undertook the evaluation of
its own performance, that of its Committees, and individual
Directors. The outcome of the evaluation was placed before
the Board and duly taken on record.

Additionally, the performance evaluation of the Non¬
Independent Directors, the Board as a whole, and the
Chairperson was carried out by the Independent Directors
in a separate meeting held in accordance with the statutory
requirements.

As part of the evaluation process, structured feedback was
sought from Directors based on various parameters, including:

Ý Degree of fulfilment of key responsibilities towards
stakeholders (e.g., oversight of governance practices,
participation in strategic planning);

Ý Structure, composition, and clarity of roles of the Board
and its Committees;

Ý Co-ordination and cohesiveness among the Board and
Committees;

Ý Effectiveness of deliberations and process management;

Ý Culture and dynamics within the Board/Committees;

Ý Quality of relationship between the Board and the
Management.

The criteria for evaluation were broadly aligned with the
Guidance Note on Board Evaluation issued by SEBI on
5^th January, 2017.

The evaluation process reaffirmed the Board's confidence in
the Company's ethical governance framework, the resilience
demonstrated by the Board and Management during
challenging periods, and the constructive and collaborative
dynamics among Board Members. It also highlighted the

Management's openness in sharing strategic inputs, enabling
the Board to effectively discharge its oversight responsibilities
and fiduciary duties.

Looking ahead, the Board aims to enhance its strategic
oversight by placing greater emphasis on sustainability and
decarbonisation initiatives in alignment with long-term value
creation goals.

BOARD DIVERSITY

The Board of Directors ensures that a transparent and robust
nomination process is in place, which promotes diversity in
terms of thought, experience, knowledge, perspective, age,
and gender. The Board composition is regularly reviewed to
maintain an appropriate balance of functional competencies
and industry expertise, ensuring effective oversight and
strategic guidance.

In line with this commitment, the Company has adopted a
Board Diversity Policy, which outlines its approach to fostering
a diverse and inclusive Board structure. The policy is available
on the Company’s website and can be accessed at: JWL-Board-
Diversity-Policy.pdf

Further details on Board diversity, along with the key
attributes and competencies of Board Members, are provided
in the Corporate Governance Report, which forms part of this
Annual Report.

MANAGERIAL REMUNERATION

In compliance with the requirements of Section 197(12) of
the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement containing the remuneration details
of Directors and employees is given in as Annexure-C to this
report.

COMMITTEES OF THE BOARD

There are various Committees constituted by the Board
as stipulated under the Companies Act, 2013 and SEBI
Listing Regulations namely Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee, Corporate Social
Responsibility Committee, Committee of Directors and Fund
Raising Committee. Brief details pertaining to composition,
terms of reference, meetings held and attendance thereat of
these Committees during the year has been enumerated in
Corporate Governance report forming part of this Annual
Report.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all recommendations of Audit Committee
were accepted by the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the
Companies Act, 2013, the Directors state that:

a) In the preparation of the annual accounts for the year
ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures.;

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 31^st March, 2025 and of the profit or loss 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 Companies Act,
2013 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has maintained an adequate internal financial
control system over financial reporting, commensurate with
the size, scale, and complexity of its operations. These controls
include a set of well-defined policies and procedures designed
to:

a) Ensure the maintenance of records that are reasonably
detailed, accurate, and fairly reflect the transactions and
disposition of assets of the Company;

b) Provide reasonable assurance that transactions are
recorded as necessary to permit the preparation of
financial statements in accordance with the Indian
Accounting Standards (Ind AS), as notified under the
Companies (Indian Accounting Standards) Rules, 2015,
as amended from time to time, and that receipts and
expenditures of the Company are made only with proper
authorization of the Management and the Board of
Directors; and

c) Provide reasonable assurance regarding the prevention
or timely detection of unauthorized acquisition, use, or
disposition of the Company's assets that could have a
material impact on the financial statements.

The Company’s internal financial controls over financial
reporting were assessed and found to be operating effectively
as of 31^st March, 2025, thereby ensuring the orderly and

efficient conduct of its business operations and the reliability
of financial reporting.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the
Audit Committee and/or Board under Section 143(12) of the
Companies Act, 2013 and Rules framed there under.

Therefore, no fraud has been reported by the Auditors to the
Audit Committee or the Board.

DEPOSITS AND ITS COMPLIANCE WITH THE
REQUIREMENTS OF THE ACT

The Company did not accept any public deposits during the
Financial Year ended 31^st March, 2025 and as such, no amount
of principal or interest on public deposits was outstanding
as on the date of the balance sheet. Since the Company has
not accepted any deposits during the Financial Year ended
31^st March, 2025, there has been no non-compliance with the
requirements of the Act.

EXTRACT OF THE ANNUAL RETURN

In term of provisions of section 92 and section 134 of the
Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual
Return of the Company as on 31^st March, 2025 is available on
Company website and can be accessed at the link: https://
jupiterwagons.com/wp-content/uploads/2024/08/Annual-
Return.pdf

CORPORATE GOVERNANCE

The Company remains committed to upholding the highest
standards of corporate governance, viewing it not only as a
regulatory requirement but as a fundamental value that drives
transparency, accountability, and integrity in all its operations.

The governance framework of Jupiter Wagons Limited (JWL)
is designed to promote long-term shareholders value while
safeguarding the interests of all stakeholders, including
minority shareholders.

JWL believes it is our inherent responsibility to ensure timely
and accurate disclosures related to the Company's operations,
performance, leadership, and governance practices. We
strive to evolve and align with global corporate governance
guidelines and best practices, reinforcing our commitment to
ethical business conduct.

Aligned with our Vision, JWL aspires to become the global
benchmark in the wagon industry for value creation and
corporate citizenship. The Company aims to achieve this by
taking necessary actions to uphold its core values around
value creation, safety, environmental stewardship, and people¬
centric growth.

In compliance with the SEBI Listing Regulations, the Corporate
Governance Report, along with a certificate from a Practicing

Company Secretary certifying compliance with the conditions
of corporate governance, forms an integral part of this Annual
Report.

Furthermore, the Company has adopted a Code of Conduct
for all Board Members and Senior Management Personnel, in
line with the Corporate Governance requirements under SEBI
Listing Regulations. All concerned individuals have affirmed
their compliance with the said Code for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS

REPORT

The Management Discussion & Analysis Report as required
in terms of the provision of Regulation 34 of the SEBI Listing
Regulations forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) ofthe SEBI Listing Regulations,
the Business Responsibility and Sustainability Report (‘BRSR’)
describing the initiatives taken by the Company in areas of
Environment, Social and Governance, in a prescribed format
form part of the Annual Report and is also available on the
Company’s website and can be accessed at the link: https://
jupiterwagons.com/wp-content/uploads/2024/08/JUPITER-
BRSR.pdf

PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES

Particulars of loans given, investments made, guarantees given
and securities provided along with the purpose for which the
loan or guarantee or security is proposed to be utilized by the
recipient, are given in the notes forms part of the financial
statements for the Financial Year ended 31^st March 2025.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All Related Party Transactions (RPTs) entered into by the
Company during the financial year 2024-25 were in the
Ordinary Course of Business and on Arm’s Length basis.
These transactions were reviewed and approved by the Audit
Committee on a quarterly basis. For recurring transactions,
omnibus approvals were obtained from the Audit Committee
in accordance with the applicable provisions of the Companies
Act, 2013 and SEBI Listing Regulations.

The RPTs that attracted the provisions of Section 188 of the
Companies Act, 2013 and those defined under Regulation 23
of the SEBI Listing Regulations have been disclosed in Note
No. 45 of the Audited Financial Statements forming part of this
Annual Report. Members are requested to refer to the said note
for further details.

The particulars of contracts / arrangements with related
parties referred to in Section 188(1) entered during the year
under review as required under Section 134(3)(h) of the Act
are given in Form AOC-2 as an Annexure B forming part of
this Report.

The Company has in place a Policy on Materiality of
Related Party Transactions and Dealing with Related Party
Transactions, which has been approved by the Board. The
policy is available on the Company's website at the following
link: JWL-Related-Party-Transaction-Pohcy.pdf

This Policy is designed to ensure that appropriate procedures
are in place for reporting, reviewing, approving, and disclosing
related party transactions, with specific provisions for
identifying and managing potential or actual conflicts
of interest arising out of such transactions. It includes
the mechanism for approval of Material Related Party
Transactions, as defined under applicable regulations.

During the year under review, Material Related Party
Transactions, in compliance with Regulation 23 of the SEBI
Listing Regulations, were placed before the shareholders for
approval and were duly approved via postal ballot, with results
declared on 21^st June, 2024 and 19^th April, 2025, respectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS, COURTS OR TRIBUNALS

No significant and material order has been passed by the
regulators, courts or tribunal impacting the Company’s
operations in future.

No proceedings are pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

There was no instance of one-time settlement with any bank
or financial institution during FY 2024-25.

CREDIT RATING

Jupiter Wagons Limited is rated by CRISIL Ratings Limited,
ICRA Limited and ACUITE Rating and Research Limited.
A detailed status of the Credit Ratings on various facilities
including Bank Loans and Working Capital are provided in
the Corporate Governance Report forms part of this Annual
Report.

During the year, the rating of the Company was A1( ) |
(Assigned) for Short Term and AA (-) | Stable(Assigned) for
Long Term, respectively.

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

The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
is given in the Annexure -D to this report.

INSURANCE

Jupiter Wagons Limited has taken appropriate insurance for
all assets against foreseeable perils.

NOMINATION AND REMUNERATION POLICY

A policy approved by the Nomination and Remuneration
Committee and adopted by the Board is practiced by the
Company for determining qualification, positive attributes,
and independence of a director as well as for appointment and
remuneration of Directors and Senior Management Employees,
as per the details set out in the Corporate Governance Report.
The policy has been placed on the website of the Company and
the web link of the same is as follows: IWL-Nomination-and-
remuneration-policy.pdf (iupiterwagons.com).

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135
of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
Board of Directors has re-constituted the Corporate Social
Responsibility (CSR) Committee comprising of Mr. Navin Nayar
(Chairman), Mr. Santanu Ray (Member) and Mr. Abhishek
Jaiswal (Member). The Annual Report on Corporate Social
Responsibility activities, as required under Section 134
and 135 of the Companies Act, 2013 read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules,
2014 and Rule 9 of the Companies (Accounts) Rules, 2014,
containing a brief outline of the CSR Policy, the composition of
the CSR Committee and requisite particulars, inclusive of the
initiatives taken, as well as the expenditure on CSR activities
is given in the Annexure -E to this Report.

The terms of reference, details of membership of the
Committee and the meetings held are detailed in the Corporate
Governance Report, forming part of this Report.

The CSR Policy formulated by the Company is available on it's
website which may be accessed at the link: JWL-CSR-Policy.pdf
(iupiterwagons.com).

HUMAN RESOURCES

The Heartbeat of Our Organization - "From First
Hello to Lasting Impact"

At Jupiter Wagons Limited, Human Resources is more than a
department — it's the foundation of our people-first culture
and the architect of transformative journeys. Our employees
are the driving force behind our success, and by investing in
their growth, well-being, and engagement, we are building
a future of shared prosperity for our organization and its
stakeholders.

Over the past year, our HR function has undergone a significant
transformation, focused on cultivating a resilient, agile, and
empowered workforce. We aligned our workforce planning
closely with production schedules and proiect timelines,
ensuring optimal deployment of talent and resources.
Recruitment strategies were strengthened to attract top-
tier candidates through inclusive, equitable, and merit-based
hiring processes.

Growth Through Development and Retention

We introduced structured upskilling initiatives — delivered
in-house or through industry-recognized institutions —
that often include certifications. These programs equip our
employees to stay ahead in a dynamic industry landscape. To
complement growth, we enhanced our retention strategies
with competitive compensation, clearly defined career
development pathways, and internal mobility. These efforts
have led to a notable rise in internal promotions and employee
satisfaction.

A Safer Workplace, A Healthier Workforce

In manufacturing, safety is non-negotiable. We implemented
robust health and safety protocols, conducted regular drills,
promoted use of protective equipment, and invested in safety
awareness. As a result, our Lost Time Injury Frequency Rate
(LTIFR) dropped by an impressive 65% from the previous
year. Compliance with labor laws and a culture of safety have
created a more secure work environment across our shop
floors.

Engagement, Wellness & Inclusion

Our employee engagement and wellness philosophy is simple
yet powerful: Involve, Empower, Inspire. We support the
person — not just the position — by offering flexible work
hours, wellness days, and a range of health initiatives including
regular medical checkups, eye-care campaigns, corporate
health insurance, and mental health sessions.

We made measurable progress in advancing our Diversity,
Equity, and Inclusion (DEI) goals. Today, our workforce reflects
a broader spectrum of backgrounds and experiences, with
underrepresented groups now holding 30% more leadership
positions than before. For us, inclusion is not just a policy; it's
a daily practice rooted in respect and equal opportunity.

Sustainability and Responsibility

As an ESG-compliant organization, we integrate sustainability
across our HR and operational frameworks. From energy-
efficient office spaces and sustainable commuting options
to employee training in waste management and energy
conservation — we're committed to environmental
stewardship. Our CSR efforts focus on ecological conservation,
social upliftment, and ethical sourcing practices. Volunteerism
is also strongly encouraged, enabling our workforce to engage
meaningfully with community development initiatives.

Compliance & Forward-Looking HR

Our HR policies are aligned with regulatory standards
concerning working hours, wages, and benefits while
promoting sustainable, employee-centric practices. These
policies not only enhance operational efficiency but also reflect
our commitment to employee welfare.

• A 15-20% increase in employee satisfaction through
mentorship initiatives.

• A 30% rise in leadership roles held by under represented
groups.

• A notable uptick in internal promotions due to expanded
career pathways.

Looking Ahead

As we look to the future, we remain committed to leveraging
technology, adopting data-driven workforce planning, and
driving sustainability through employee-led initiatives.
At JWL, employee well-being is not a perk — it's a priority.
Because when we empower our people, we power our progress.

"Powering our people will always fuel our growth.”

PARTICULARS OF EMPLOYEES

The total number of employees as on 31^st March, 2025, stood
at 1,016.

The information required under Section 197(12) of the Act
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given
in Annexure-C of this Report.

The statement containing the particulars of the top ten
employees and the employees drawing remuneration in excess
of the limits prescribed under Section 197(12) of the Act read
with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will be
made available during 21 days before the Annual General
Meeting in electronic mode to any Shareholder upon request
sent to the Company Secretary at cs@jupiterwagons.com.
In terms of Section 136 of the Act, the Report and Accounts
are being sent to the members and others entitled thereto,
excluding the aforesaid information on remuneration which
is available for inspection by the members at the Registered
Office of the Company during business hours on working days
of the Company.

AUDITORS

Presentation of financial statements and Indian Accounting
Standards, 2015.

The financial statements of the Company for the year ended
31^st March, 2025 have been prepared and disclosed as per
Schedule III of the Companies Act, 2013. The annexed financial
statements also comply in all material aspects with Indian
Accounting Standards (Ind AS) notified under section 133
of the Companies Act, 2013, Companies (Indian Accounting
Standards) Rules, 2015 and other relevant provisions of the
Companies Act, 2013.

STATUTORY AUDITORS & THEIR REPORT

The Members of the Company, at the 40^th Annual General
Meeting held on 24^th September, 2020, appointed M/s. Walker
Chandiok & Co LLP, Chartered Accountants (ICAI Firm
Registration No. 001076N/N500013), as the Statutory Auditors
of the Company for a term of five years, commencing from the
conclusion of the 40^th AGM until the conclusion of the 45^th
AGM, in accordance with the provisions of Section 139(1) of
the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014. The remuneration paid to M/s. Walker
Chandiok & Co LLP for the financial year 2024-25 is disclosed
in the Financial Statements, which form part of the Annual
Report.

Based on the recommendation of the Audit Committee, the
Board has proposed the re-appointment of M/s. Walker
Chandiok & Co LLP as the Statutory Auditors of the Company
for a second term of five consecutive years, to hold office from
the conclusion of the ensuing 45^th AGM until the conclusion of
the 50^th AGM, subject to the approval of the shareholders at
the 45^th AGM.

M/s. Walker Chandiok & Co LLP is a firm of Chartered
Accountants registered and empaneled with the Institute
of Chartered Accountants of India (ICAI). It was established
in the year 1935 and is a Limited Liability Partnership Firm
incorporated in India. It has its registered office at L-41,
Connaught Circus, New Delhi - 110001 apart from 15 other
branch offices in various cities in India. It is primarily engaged
in providing audit and assurance services to its clients. It is
amongst the largest and highly reputed audit firms in India
and are auditors for several large companies including some
of the top 100 listed entities in India.

In connection with the proposed re-appointment, the Company
has obtained a written consent from M/s. Walker Chandiok &
Co LLP along with a certificate confirming that they satisfy
the eligibility criteria and are not disqualified from being
appointed as Statutory Auditors under the provisions of the
Companies Act, 2013 and the rules made thereunder. An
Ordinary Resolution seeking shareholders' approval for the
said re-appointment forms part of the Notice of the 45^th AGM.

The Auditors’ Report on Standalone and Consolidated
financials for the financial year ended 31^st March, 2025, does
not contain any qualification, reservation or adverse remark.

COST AUDITORS & THEIR REPORT

In terms of Section 148 of the Companies Act, 2013, the
Company is required to maintain cost records and have the
audit of its cost records conducted by the Cost Accountant.
Cost records are prepared and maintained by the Company as
required under Section 148(1) of the Act.

The Board of Directors of the Company has on recommendation
ofthe Audit Committee approved the appointment of M/s. K Das
& Associates (Firm registration no, 004404) and remuneration
payable to the Cost Auditor for the year ending 31^st March, 2025
subject to ratification of their remuneration by the Members
at the AGM. The resolution approving the above proposal is
being placed for approval of the Members in the Notice of the
45^th AGM.

SECRETARIAL AUDITORS & THEIR REPORT

The Board has appointed M/s M R & Associates., Practicing
Company Secretaries, to conduct Secretarial Audit for the
Financial Year 2024-2025. The Secretarial Audit Report
for the Financial Year ended 31^st March, 2025 is given in
Annexure-F(l) to this Report. In addition to the above and
pursuant to SEBI circular dated 8^th February 2019, a report on
secretarial compliance by M/s M R & Associates for the year
ended 31^st March, 2025 is being submitted to stock exchanges.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark during the year under review
except the following observations:

i) Mr. Santanu Ray (DIN: 00642736) was appointed as an
Independent Director for a term of five years from 13^th July
2024 to 12^th July 2029 without obtaining prior approval of
shareholders by way of a special resolution, as required
under Regulation 17(1A) of SEBI (LODR) Regulations, 2015.
The approval was subsequently obtained in the Annual
General Meeting dated 12^th September, 2024.

ii) In respect of the disclosure required under Regulation 23(9)
of SEBI (LODR) Regulations, 2015, the Company submitted
the related party transaction details for the half year ended
31^st March 2024 with a delay of one day. While the financial
results were submitted on 7^th May 2024, the RPT disclosure
was filed on 8^th May 2024, resulting in a one-day delay in
compliance.

iii) Mr. Ajay Kumar Sinha, a designated person of the Company,
traded in the securities ofthe Company during the closure
of the trading window in the audit period, thereby violating
Code of conduct for prevention of Insider Trading as per
Clause 4(1) of Schedule B read with Regulation 9 ofthe SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The management response to the above is given hereunder:

i) In compliance with Regulation 17(1A) read with Regulation
17(1C) and Regulation 25(2A) of the SEBI Listing
Regulations, 2015, which mandates that the appointment
of Independent Directors including an Independent Director
exceeding 75years of age, requires shareholders' approval
through a special resolution, the Company sought and
obtained such approval at the 44^th Annual General Meeting
held on 12^th September2024, i.e., within three months ofthe
appointment as an additional director.

A combined reading of Regulation 17(1A), 17(1C) and
Regulation 25(2A) clearly manifests that no prior approval
is intended and it would be sufficient compliance if approval
of shareholders by way of Special Resolution is taken within
3 months ofthe appointment of director. The Company's
adherence to these regulations demonstrates our
commitment to maintaining a compliant and transparent
governance framework.

ii) There was some technical glitch in XBRL Filing which
was beyond the control of the Company and the same was
immediately informed to BSE vide email for the resolution.
As and when the said error was resolved, the Company

filed the XBRL immediately with BSE. However, the same
was filed with NSE on the same day. The Company remains
committed to ensure strict compliance of the regulatory
requirements in time bound manner.

iii) Since this was only a first instance, warning letter was
issued to Mr. Ajay Kumar Sinha, the Designated Person to
not engage in any kind of dealings in the Equity Shares of
the Company in violation of the Company's Code of Conduct
and SEB1 (Prohibition of Insider Trading) Regulations,
2015 and he has also been directed to remit 100% profit so
earned by him on the said shares to the Investor Protection
and Education Fund ofSEBl. The amount of ' 1,50,000/-
has been deposited by Mr. Sinha in the designated account
of SEB1. He has been further advised that in case of any
subsequent violation, stricter action(s) would be taken by
the Company.

Pursuant to amended Regulation 24A of SEBI Listing
Regulations, and subject to the approval of the shareholders
at the forthcoming 45^th Annual General Meeting of the
Company, the Board has approved the appointment of
M/s. M R & Associates., Practicing Company Secretaries (Firm
Registration No. 4515/ COP 2551); (Peer reviewed certificate
no. 5598/2024) as a Secretarial Auditor to undertake the
Secretarial Audit of the Company for the first term of five
consecutive financial years commencing from FY 2025-26 and
ending with FY 2029-30. M/s. M R & Associates, Practicing
Company Secretary, has confirmed that the firm is not
disqualified to be appointed as a Secretarial Auditor and is
eligible to hold office as Secretarial Auditor of the Company.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARY COMPANY

M/s. Rakesh Agrawal & Co., Practising Company Secretaries,
had undertaken the Secretarial Audit of the Company's material
subsidiary, Jupiter Tatravagonka Railwheel Factory Private
Limited, for the financial year 2024-25. The Secretarial Audit
report confirms that the material subsidiary has complied
with the provisions of the Companies Act, Rules, Regulations
and Guidelines as applicable, and that there were no deviations
or non-compliance. As required under Regulation 24A of the
SEBI Listing Regulations, the report of the Secretarial Audit is
annexed as Annexure- F(2) to this report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors of the Company have not
reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under Section
143(12) of the Act.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

DISCLOSURES
AUDIT COMMITTEE

As on 31^st March, 2025 the composition of the Audit Committee
were as follows:

All the recommendations made by the Audit Committee
were accepted by the Board. The terms of reference, details
of membership of the Committee and the meetings held are
detailed in the Corporate Governance Report, forming part
of this Report.

NOMINATION AND REMUNERATION
COMMITTEE

As on 31^st March, 2025, the composition of the Nomination and
Remuneration Committee were as follows:

All the recommendations made by the Nomination and
Remuneration Committee were accepted by the Board. The
terms of reference, details of membership ofthe Committee and
the meetings held are detailed in the Corporate Governance
Report, forming part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March, 2025, the composition of the Stakeholders
Relationship Committee were as follows:

All the recommendations made by the Stakeholders
Relationship Committee were accepted by the Board. The
terms of reference, details of membership of the Committee and
the meetings held are detailed in the Corporate Governance
Report, forming part of this Report.

RISK MANAGEMENT COMMITTEE

As on 31^st March, 2025, the composition ofthe Risk Management

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All the recommendations made by the Risk Management
Committee were accepted by the Board. The terms of reference,
details of membership of the Committee and the meetings held
are detailed in the Corporate Governance Report, forming part
of this Report.

COMMITTEE OF DIRECTORS

As on 31^st March, 2025, the composition of the Committee of
Directors were as under:-

The terms of reference, details of membership of the
Committee and the meetings held are detailed in the Corporate
Governance Report, forming part of this Report.

FUND RAISING COMMITTEE

The Board of Directors in its meeting held on 7^th May, 2024
constituted Fund Raising Committee for dealing with matters
related to the issuance of convertible warrants and equity
shares ofthe Company, through preferential issue and qualified
institutions placement process respectively. The Composition
of the Fund Raising Committee as on 31^st March, 2025 were
as under:-

RISK MANAGEMENT POLICY

The Company has established a robust Risk Management
framework to identify, assess, and mitigate various risks that
may impact its business operations. The Risk Assessment and
Minimisation Policy, as laid down by the Board of Directors,
is periodically reviewed by the Risk Management Committee,
the Audit Committee, and the Board, ensuring that key risks
are identified in a timely manner and appropriate mitigation
strategies are implemented.

The Risk Management Committee of the Board oversees the
overall risk management process, including the identification,
monitoring, and review of key risk elements associated with
the Company's operations. The Company has adequate risk
management infrastructure in place, which is capable of
addressing both strategic and operational risks effectively.

Details of the terms of reference, composition of the
Committee, and meetings held during the year are provided
in the Corporate Governance Report, which forms part of this
Annual Report.

The Risk Management Policy formulated by the Company is
available on its website and can be accessed at the following
link: IWL-Risk-Management-Policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy / Vigil
Mechanism in compliance with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 22 of the SEBI Listing
Regulations.

This mechanism provides a formal channel for Directors and
employees to report concerns about unethical behaviour,
actual or suspected fraud, or violation of the Company’s Code
of Conduct or policies. It ensures that such disclosures are
made in a responsible and secure manner, with the assurance
of maintaining confidentiality.

The Vigil Mechanism also includes adequate safeguards
against victimization of whistleblowers and provides direct
access to the Chairman of the Audit Committee in appropriate
or exceptional cases.

During the year under review, no personnel were denied access
to the Audit Committee under the Vigil Mechanism.

The Vigil Mechanism and Whistle Blower Policy formulated by
the Company is available on it's website which may be accessed
at the link: JWI.-Whistle-Blower-Policy.pdf (jupiterwagons.
com).

AUDITORS CERTIFICATES

A certificate from Company Secretary in Practice on corporate
governance is enclosed as an Annexure to the Corporate
Governance Report forming part of the Annual Report.
The Certificate does not contain any other qualification,
reservation, or adverse remark except as mentioned in the
report.

A certificate from Company Secretary in Practice certifying
that none of the directors on the Board of the Company
have been debarred or disqualified from being appointed or
continuing as directors of companies by the SEBI/ Ministry of
Corporate Affairs or any such statutory authority forms part
of the Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards any form of sexual
harassment at the workplace and is committed to creating a
safe and respectful work environment for all its employees. In
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules framed thereunder, the Company has adopted
a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace.

The Company has complied with the statutory provisions
regarding the constitution of the Internal Complaints
Committee to address complaints related to sexual harassment.

During the year under review, no complaint or case was filed
or was pending for redressal under the said Act.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their gratitude
to the shareholders, customers, employees, bankers /financial
institutions and vendors for their continued support and
guidance. The directors recognize and appreciate the efforts
and hard work of all the employees of the Company and their
continued contribution to its progress.

For and on behalf of the Board of Directors

Vivek Lohia Abhishek Jaiswal

Managing Director Whole Time Director & CEO

DIN - 00574035 DIN:07936627

Date:19^th May, 2025 Place: Kolkata Place: Jabalpur