Jupiter Wagons Ltd

To the Members,

The Directors are pleased to present herewith the 43^rd Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

Amount in lakh

Note: The Scheme of Amalgamation of Jupiter Wagons Limited ("JWL" or "Amalgamating Company" or "Transferor Company") into and with the Commercial Engineers & Body Builders Co. Limited ("Company" or "Amalgamated Company" or "Transferee Company") and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, ("scheme") has been approved by Hon'ble National Company Law Tribunal, Kolkata Bench vide Order dated 28^th February, 2022 and Hon'ble National Company Law Tribunal, Indore Bench, vide order dated 13^th May, 2022. Further, pursuant to Clause 1.1 of Part IV of the Scheme of Amalgamation, the name of "Commercial Engineers & Body Builders Co Limited" has been changed to "Jupiter Wagons Limited" and the same has been approved by Registrar of Companies, Gwalior (MP) on 25 ^th May, 2022.

PERFORMANCE AT GLANCE ON STANDALONE BASIS

a) During the year revenue from operation increased to H 206,824.74 lakhs as compared to H 117,835.40 lakhs in the previous year, a growth of 75.52%. Growth in railway wagons sales is 98.65%, Load bodies components and containers business also continues to grow at a healthy pace.

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. However, as percentage of revenue, employee cost decreased by 0.88%, and other operating cost decreased by 1.73%, mainly due to product mix and increased operational efficiency.

c) Consequent to above, the operating profit in terms of % to revenue increased to 12.28% from 9.69% previous year.

d) Finance cost has increased by H 1071.99 lakh as compared to previous year which mainly attributable to increased working capital requirement and investment in plant and machinery.

FUTURE OUTLOOK

Jupiter Wagons Limited (‘Jupiter') has been a keen observer on the market opportunities and the growth paradigms in order to reinforce its future strategies.

In line with the presentations and speeches in the foregoing, it is quite clear that, the wagon manufacturing sector will continue to see substantial growth potential for a few more years. With the national rail plan in view and the analytics contained therein there is a foreseeable future upto 2050 and that could be the prime stabilization and growth factor for the Jupiter's flagship venture railway wagon manufacturing venture.

On the strength of this, Jupiter is eyeing at the Electric Commercial Vehicle which is a contributory for the National Government for achieving energy transition and net zero targets by 2070. The EV market as a whole is pegged at achieving 10 Million Units by 2030. It is also envisaged that 70% of commercial vehicles to be EV by then. Incidentally, the views are endorsed by Tata Power deploying EV Charge Sites in India in 2023 alone.

Jupiter also has strategically positioned itself to address the Metro Rail demands in India where about 3470 KMs in about 34 Metro Rail Projects have met with the necessary approval and out of the same only 866 KMs are in operation and about 682 KMs under construction. This in effect leaves another 1200 KMs of project in the pipeline. Jupiter's MOU with CAF would have a positive role play in the future projects.

As Jupiter has already ventured into the manufacturing of Drones for commercial purposes, it has in view the national agrarian economy and application of drones in the agricultural sector. Government of India has announced subsidy of 100% upto H 10 Lac for purchase of drones by the agro farmers. Further to that Government of India has also announced Contingency Fund of H 6000 per hectare as subsidy for drone hiring from the designated CHC (Custom Hiring Centers).

The Indian Drone Market is estimated to be about 24 Million USD in 2023 as against the global market of 26.6 Million USD. By 2030 the global market is expected to be about 77.5 Billion USD. It is also estimated that by 2028 India will have Agri-Drone Market for at least 76 Thousand Units.

Regarding the on-going projects for Brake Systems and Brake Disc, the market is pretty much open to be captured and we see a promising growth in the said product vertical.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under reviewed we have 2 (two) subsidiary companies and 3 (three) associate and/or joint venture companies as on 31^st March, 2023.

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 your Company, in the prescribed Form AOC-1, is given in Annexure- A to this Report.

The said Form also highlights the financial performance of each of the subsidiaries/associates/joint venture companies included in the CFS 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 your Company, containing, inter-alia, the audited standalone and consolidated financial statements, has been placed on the website of your Company and can be accessed at the link: https:// jupiterwagons.com/investors.

Acquisition of Stone India Limited

The Company has acquired Stone India Limited under the Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code, 2016 which was approved by Hon'ble National Company Law Tribunal, Kolkata Bench vide order dated 8^th June, 2023 pronouncing Jupiter Wagons Limited (formerly knowns as Commercial Engineers & Body Builders Co Limited) as a Successful Resolution Applicant. After implementation of the Resolution Plan, Stone India Limited shall become wholly owned subsidiary of the Company.

Status on Scheme of Arrangement / Amalgamation

The Board of Director of the Company at its meeting held on 28 September, 2020 had approved the Scheme of Amalgamation of Jupiter Wagons Limited ("JWL" or "Amalgamating Company") into and with the Commercial Engineers & Body Builders Co Limited ("Company" or "Amalgamated Company") and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, ("scheme"). The Scheme was approved by the shareholders of the Company by majority at their meeting held on 25^th June, 2021 and unanimously by the secured creditors and unsecured creditors of the company at their meeting held on 25^th June, 2021. On receipt of the approval of shareholders and creditors, the Company filed the Company Petition with the Hon'ble National Company Law Tribunal, Indore at Ahmedabad Bench with the prayer for sanction of the scheme. On 28^th February, 2022, the Hon'ble National Company Law Tribunal, Kolkata Bench pronounced the order of sanctioning of the Scheme with the appointed date i.e. 1^st October, 2019 of the Amalgamating Company as it is under the jurisdiction before the Hon'ble National Company Law Tribunal, Kolkata Bench. On 13^th May, 2022, the Hon'ble National Company Law Tribunal, Indore Bench pronounced the order of sanctioning of the Scheme with the appointed date i.e. 1^st October, 2019. On 18 ^th May, 2022 the parties of the Scheme made the filing with the statutory authority and accordingly, the scheme had become effective from 18^th May, 2022.

Further, pursuant to Clause 3.1 of Part IV of the Scheme of Amalgamation, the authorized share capital of the Company was increased from H 470,05,00,000 (Rupees Four Hundred Seventy Crore and Five Lakh only) divided into: (a) 38,20,50,000 (Thirty Eight Crore Twenty Lakh and Fifty Thousand) Equity Shares of H10 (Rupees Ten only) each aggregating to H382,05,00,000(Rupees Three Hundred and Eighty Two Crore Five Lakh only); and (b) 88,00,000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only) to H4,76,85,00,000/- (Rupees Four Hundred Seventy Six crores and Eighty Five Lakhs Only) divided into : (a) 38,88,50,000 (Thirty Eight Crores Eighty Eight lakhs and Fifty Thousands) Equity Shares of H10 (Rupees ten only) each aggregating to H388,85,00,000/- (Rupees Three Hundred Eighty Eight Crores and Eighty Lakhs Only); and (b) 88,00,000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only).

The Board of Directors of the Company at its meeting held on 29^th May, 2022, had approved the allotment of 33,86,31,597 fully paid-up equity shares of H10 each amounting to H 33,86,31,5970 to the eligible shareholders of the Transferor Company (i.e. Jupiter Wagons Limited) as on 28 ^th May 2022, being the record date, as per the share exchange ratio, i.e., 5510 (five thousand five hundred and ten) fully paid-up equity shares of H 10 each of the Transferee Company for every 100 (one hundred) fully paid-up equity shares of H 10 each, held by such member in the Transferor Company, as envisaged in the Scheme of amalgamation. Subsequently, the Company on 21^st June, 2022 and 29^th June, 2022 received approval from Bombay Stock Exchange Limited ("BSE") and National Stock Exchange of India Limited ("NSE") respectively for listing of 33,86,31,597 Equity Shares of H 10/- each bearing distinctive no. 89482658 to 428114254 allotted pursuant to the Scheme of Amalgamation.

Further, 40,666,835 equity shares of H 10/- each aggregating to H40,66,68,350/- and 67,48,229 (Sixty Seven Lakh Forty Eight Thousand Two Hundred And Twenty Nine) 0.001% Non-Convertible Cumulative Redeemable Preference Shares of H100/- (Rupees One Hundred only) each aggregating to H67,48,22,900/- (Rupees Sixty Seven Crore Forty Eight Lakh Twenty Two Thousand Nine Hundred Only) held by Transferor Company (i.e. Jupiter Wagons Limited) in Transferee Company were cancelled by operation of law.

The approved scheme of amalgamation has been in the best interests of the Companies and their respective shareholders, employees, creditors and other stakeholders and resulted inter alia in:

(i) consolidation of the businesses presently being carried on by the Companies, which shall create greater synergies between the business operations of the Companies such as enhancement of net worth of the combined business and backward integration of the operations of the Amalgamated Company's business which will lead to superior ability to leverage the business including reduction in cost of capital, cost savings due to focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement efficiencies, procurement and distribution logistics;

(ii) e nhancement of competitive strength, cost reduction and efficiencies, productivity gains and logistic advantages and operational efficiencies through optimal utilization of resources, as a consequence of pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Companies;

(iii) better alignment, coordination and streamlining of day to day operations, leading to improvement in overall working culture and environment;

(iv) utilizing the financial strength of the Amalgamating Company to turnaround the Amalgamated Company and embark on a growth phase by modernizing the plants to meet the current industry demand and enter into newer product development and consolidation of market segments;

(v) greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities to improve stakeholders' value;

(vi) beneficial results for both the Companies and in the long run, is expected to enhance value for the shareholders;

(vii) formation of a stronger company with a larger capital and asset base to enable the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholders and regularization of the cash flow of the Amalgamated Company on account of the regular revenue stream of the Amalgamating Company which would help in stabilizing the cash flow issues of the Amalgamated Company; and

(viii) creation of value for various stakeholders and shareholders of the Companies, as a result of the above.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL PERCORMANCE 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 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations') the Board of Directors of the Company (the 'Board') has formulated and adopted the Dividend Distribution Policy (the 'Policy').

The policy is available at website of the Company at the link: https://jupiterwagons.com/investors

DIVIDENDS

For the Financial Year 2022-23, the Board has recommended a dividend of ^0.50 per equity share of face value of ^10/- each. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits for the year. The dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") of the Company scheduled to be held on 19 ^th September, 2023 and will be paid on and from 21^st September, 2023.

The record date of the Company shall be 12 ^th September, 2023. The Register of Members and Share Transfer Books of the Company will remain closed from 13^th September, 2023 to 19^th September, 2023 (both days inclusive) for the purpose of payment of the dividend and AGM for the financial year ended 31^st March, 2023.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2022-2023, after all appropriation and adjustments was H40,340.14 Lakhs.

CHANGES IN SHARE CAPITAL

1. Pursuant to Clause 3.1 of Part IV of the Scheme of Amalgamation, the authorized share capital of the Company was increased from H 470,05,00,000 (Rupees Four Hundred Seventy Crore and Five Lakh only) divided into: (a) 38,20,50,000 (Thirty Eight Crore Twenty Lakh and Fifty Thousand) Equity Shares of H10 (Rupees Ten only) each aggregating to H 382,05,00,000(Rupees Three Hundred and Eighty Two Crore Five Lakh only); and (b) 88.00. 000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only) to H4,76,85,00,000/- (Rupees Four Hundred and Seventy Six crores and Eighty Five Lakhs Only) divided into : (a) 38,88,50,000 (Thirty Eight Crores Eighty Eight lakhs and Fifty Thousands) Equity Shares of H10 (Rupees ten only) each aggregating to H3,88,85,00,000/- (Rupees Three Hundred and Eighty Eight Crores and Fifty Lakhs Only); and (b) 88.00. 000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only). The Board of Directors of the Company at its meeting held on 29^th May, 2022, had approved the allotment of 33,86,31,597 fully paid-up equity shares of H10 each amounting to H 338,86,31,570 to the eligible shareholders of the Transferor Company (i.e. Jupiter Wagons Limited) as on 28^th May 2022, being the record date, as per the share exchange ratio, i.e., 5510 (five thousand five hundred and ten) fully paid-up equity shares of H 10 each of the Transferee Company for every 100 (one hundred) fully paid-up equity shares of H 10 each, held by such member in the Transferor Company, as envisaged in the Scheme of amalgamation. Subsequently, 40,666,835 equity shares of H 10/- each aggregating to H406668350/- and 67,48,229 (Sixty Seven Lakh Forty Eight Thousand Two Hundred And Twenty Nine) 0.001% Non-Convertible Cumulative Redeemable Preference Shares of H100/- (Rupees One Hundred only) each aggregating to H67,48,22,900/- (Rupees Sixty Seven Crore Forty Eight Lakh Twenty Two Thousand Nine Hundred Only) held by Transferor Company (i.e. Jupiter Wagons Limited) in Transferee Company were cancelled by operation of law. Members are requested to refer to note no. 19 forming part of the Audited Financial Statements which sets out for share capital.

2. Pursuant to the resolution of the Board of Directors at its meeting held on 17^th December, 2022 and subsequent to the approval of the members of the Company by postal ballot resolution on 22^nd January, 2023 the result of which was declared on 23^rd January, 2023 in respect to the re-classification of the authorised share capital of the Company i.e. 88,00,000 (Eighty-Eight Lakhs) Preference Shares of H 100/- each laying unissued are cancelled for the purpose of reclassification by creating 8,80,00,000 (Eight Crores Eighty Lakhs) Equity Shares of H 10/ each and re-classification of the Authorised Share Capital from H 4,76,85,00,000/- (Rupees Four Hundred Seventy-Six Crores Eighty- Five Lakhs only) divided into 38,88,50,000 (Thirty-Eight Crores Eighty-Eight Lakhs and Fifty Thousand Equity Shares of H 10 each aggregating to H 3,88,85,00,000 (Rupees Three Hundred Eighty-Eight Crores and Eighty Five Lakhs only) and 88,00,000 (Eighty- Eight Lakhs) Preference Shares of H 100/- each aggregating to H 88,00,00,000 (Rupees Eighty-Eight Crores Only) to 47,68,50,000 (Forty-Seven Crores Sixty-Eight Lakhs Fifty Thousand) Equity Shares of H 10/- each aggregating to H 4,76,85,00,000 (Rupees Four Hundred Seventy-Six Crores Eighty-Five Lakhs Only).

3. Pursuant to the resolution of the Board of Directors dated 17^th December, 2022 the approval and subsequent to the shareholders of the Company by the postal ballot resolution on 22^nd January, 2023, the result of which was declared on 23^rd January, 2023 to create, offer, issue, and allot such number of Equity Shares, and/or securities convertible into Equity Shares at the option of the Company and/ or the holders of such securities, and/ or securities linked to Equity Shares, and/or any other instrument or securities representing Equity Shares and/ or convertible securities linked to Equity Shares (all of which are hereinafter collectively referred to as "Securities") (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) through one or more of the permissible modes including but not limited to private placement, qualified institutions placement ("QIP"), and follow on public offer or a combination thereof, to any eligible investors, including, resident and/or non-resident/ foreign investors (whether institutions and/or incorporated bodies and/or trusts or otherwise)/ foreign portfolio investors/mutual funds/pension funds/venture capital funds/ banks/alternate investment funds/Indian and/or multilateral financial institutions, insurance companies and any other category of persons or entities who/ which are authorised to invest in Securities of the Company as per extant regulations/guidelines or any combination of the above as may be deemed appropriate by the Board in its absolute discretion (whether or not such investors are Members of the Company, to all or any of them, jointly and/or severally), for cash, in one or more tranches, for an aggregate amount of up to H 150,00,00,000/- (Rupees One Hundred Fifty Crores Only) (inclusive of such discount or premium to market price or prices permitted under applicable law). In QIP Committee meeting of the Board of Directors of the Company on 15^th May, 2023, the issue of equity shares of the Company of face value of H 10 each (the "Equity Shares"), the preliminary placement document dated 10 ^th May, 2023 ("Preliminary Placement Document") and the placement document dated 15^th May, 2023 ("Placement Document"), 1,20,39,611 Equity Shares, bearing distinctive numbers 42,81,14,255 to 44,01,53,865 to 15 successful bidders at the issue price of H 103.75 per Equity Share (which includes H 93.75 towards share premium) and reflects a discount of H 5.37 (i.e. 4.92 %) on the Floor Price of H 109.12 as defined in the Preliminary Placement Document, against receipt of full payment of application monies in the escrow account opened for the Issue, aggregating to approximately H 1,24,91,09,641.25 out of total amount of H125,00,00,000/- (One Hundred and Twenty Fifty Crores) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), and the provisions of all other applicable laws, rules and regulations, guidelines, circulars and notifications.

DIRECTORS AND KMP

The Board of Directors comprises of following directors as on 31^st March, 2023:

#1 Mr. Vivek Lohia re-designated as Managing Director with effect from 30^th May, 2022.

#2 Mr. Vikash Lohia appointed as Whole Time Director with effect from 30^th May, 2022.

#3 Mr. Asim Ranjan Dasgupta appointed as Whole Time Director with effect from 30^th May, 2022.

#4 Mr. Samir Kumar Gupta appointed as Whole Time Director with effect from 30^th May, 2022 and ceased to be Whole Time Director w.e.f. 9^th April, 2023.

#5 Mr. Avinash Gupta appointed as Independent Director with effect from 30^th May, 2022.

#6 Ms.Madhuchhanda Chatterejee re-designated as Non-Executive - Independent Director with effect from 30^th May, 2022.

Cessation of Directors

1. Ms. Vineeta Shriwani has ceased to be Independent Director of the Company with effect from 25^th March, 2023 with the close of business hour upon completion of her five year term. The Board of Directors of the Company place on record their deep appreciation for wisdom, knowledge and guidance provided by Ms. Vineeta Shriwani during her tenure.

2. Mr. Samir Kumar Gupta ceased to be Whole Time Director of the Company w.e.f. 9 ^th April, 2023 due to his sad demise on 9 ^th April, 2023. The Board of Directors places on record its wholehearted condolence to the family of Mr. Samir Kumar Gupta for his unfortunate demise and also place on record appreciation for wisdom, knowledge and guidance provided by him during his tenure.

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. Abhishek Jaiswal, Whole Time Director and Chief Executive Officer, Mr. Sanjiv Keshri, Chief Financial Officer and Mr. Deepesh Kedia, Company Secretary (w.e.f. 13.02.2021 to 05.08.2023) and Mr. Ritesh Kumar Singh, Company Secretary (w.e.f. 07.08.2023).

Re-Appointment of Directors retiring by rotation:

In terms of the provisions of the Companies Act, 2013, Mr. Asim Ranjan Dasgupta (DIN: 02284092) Whole Time 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. Asim Ranjan Dasgupta forms part of the Notice convening the ensuing Annual General Meeting.

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.

NUMBER OF BOARD & COMMITTEE MEETINGS

During the year, twelve (12) 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 which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

We confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a performance evaluation of Independent Directors, Board, Committees and other Individual Directors which include criteria for performance evaluation of the nonexecutive directors and executive directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations, 2015.

The Ministry of Corporate Affairs vide its circular dated 22^nd October 2019 further amended the Companies (Appointment and Qualification of Directors) Rules, 2014 by requiring an Independent Director to apply online, within 1^st May 2020, to the Indian Institute of Corporate Affairs for inclusion of his/her name in the data bank for such period till he/she continues to hold office of an Independent Director in any Company. The Independent Directors were also required to submit a declaration of compliance in this regard. All the Independent Directors of the Company have submitted the declaration with respect to the same.

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/investors/

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 22^nd March, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive 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

The Board evaluated the effectiveness of its functioning, performance of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of the IDs, the performance of the Non-Independent Directors and the Board as a whole was undertaken.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. In the coming year, the Board intends to enhance focus on sustainability and decarbonisation.

BOARD DIVERSITY

The Board ensures that a transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has an appropriate blend of functional and industry expertise.

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-B to this report.

COMMITTEES OF THE BOARD

There are various Committees constituted by the Board as stipulated under the Act and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Credit Committee of Board, QIP Committee, and Corporate Social Responsibility (CSR) 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 which forms a 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, 2023, 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, 2023 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 adequate internal financial controls system over financial reporting commensurate with the size, scale and complexity of its operations. This includes policies and procedures - (a) pertaining to the maintenance of records that are reasonably detailed, accurately and fairly reflects the transactions and dispositions of the assets of the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company, and (c) provide reasonable assurance regarding 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. Such internal financial controls over financial reporting were operating effectively as of 31^st March, 2023 to ensure orderly and efficient conduct of the business operations.

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.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended 31^st March, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the Financial Year ended 31^st March, 2 023, 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 your Company as on 31^st March, 2023 is available on Company website and can be accessed at the link: https://jupiterwagons.com/investors/

CORPORATE GOVERNANCE

The Company ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. In accordance with our Vision, Jupiter Wagons aspires to be the global wagon industry benchmark for value creation and corporate citizenship. Jupiter Wagons expects to realise its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of this Annual Report.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of the Company, who have affirmed the compliance thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and 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

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India ('SEBI'), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report ('BRSR'). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to prepare BRSR from the financial year 2022-23 onwards. Accordingly, the Business Responsibility & Sustainability Report is presented in a separate section, forming a part of the Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN

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, forms part of the financial statements for the Financial Year ended 31^st March 2023.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered into during the financial year were on Arms-Length basis, and were in ordinary course of business. Related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, a detailed disclosure of these transactions with the Related Parties are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3) (h) of the Companies Act, 2013. Hence, the prescribed Form AOC-2 does not form a part of this report.

During the year 2022-23, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2 015, all RPTs were placed before the Audit Committee for its approval.

Members are requested to refer to note no. 44 forming part of the Audited Financial Statements which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://jupiterwagons.com/investors

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All the Related Party Transactions entered in the Ordinary Course of Business and at Arm's Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and Listing Regulations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

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

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

The Scheme of Amalgamation of Jupiter Wagons Limited ("JWL" or "Amalgamating Company" or "Transferor Company") into and with the Commercial Engineers & Body Builders Co Limited ("Company" or "Amalgamated Company" or "Transferee Company") and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, ("scheme") has been approved by Hon'ble National Company Law Tribunal, Kolkata Bench vide Order dated 28^th February, 2022 and Hon'ble National Company Law Tribunal, Indore Bench, vide order dated 13^th May, 2022.

CONSERVATION OF ENERGY:

1. Company is committed to using energy for all its manufacturing operations by deploying adequate controls in order to optimize Energy Costs and maximize savings in all possible ways.

2. With the increased production the demand on Energy is on the rise. In accordance with the estimated requirements of Energy, the Company has selectively secured permission on the maximum demand from 6 MVA to 7 MVA in respect of its manufacturing Unit in Bandel, West Bengal. This timely step has saved Penalty Costs arising out of the excess demand.

3. Company has opened up Projects for implementation of generation and use of alternative Energy, mainly typically Solar Energy for its Plants in Jabalpur and Indore. It is anticipated that the Projects will materialize during the last Quarter of 2023-2024. The project is expected to generate countable savings on account of the cost of Power.

4. The Company has implemented LED lighting throughout Plants and Offices in order to conserve as much energy as possible.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given in the Annexure -C to this report.

TECHNOLOGY ABSORPTION

The Company's products are manufactured by using inhouse know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company persistently endeavors towards improvement in quality of its products.

FOREIGN EXCHANGE OUTGO AND EARNING

During the year under the review, the Company had Foreign Exchange Earnings of H 211.41 Lakh and Foreign Exchange Outgo of H 7713.87 Lakh.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 constituted a Corporate Social Responsibility (CSR) Committee comprising of Mr. Manchi Venkat Raja Rao (Chairman), Mr. P. Y. Gurav (Member) and Mr. Abhishek Jaiswal (Member). The Annual Report on Corporate Social Responsibility activities, as required under Sections 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 -D 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 your Company is available on it's website which may be accessed at the link: https://jupiterwagons.com/investors/

Endless Possibilities

Jupiter Wagons maintains the culture of collaboration to promote participative innovation and excellence. Our organisation stands with the ethics of shared purpose to fulfil the corporate commitment towards sustainability and social responsibility encompassing the entire fraternity of stakeholders.

Talent acquisition and employee delight in all segments of our organisation are the key determinants which we believe as the foundation for our success. We provide our employees a professionally rewarding and growth-oriented career that enable them to realise their true potential. Ample opportunities for learning and development are ensured for our employees to be inspired to perform.

Jupiter Wagons Group believes in employee empowerment and thus allowing the employees freedom in mobilising decision. Our values are based on three primary elements viz. inclusivity, gender and cultural diversity and belongingness. A synchronisation with our employees and their well-being holds the top priority in all our actions and functions.

We describe ourselves as an employer rendering endless possibilities "where people come first" and an evergrowing talent pool for every dream.

PARTICULARS OF EMPLOYEES

At the end of March, 2023, your Company had 594 employees as compared to 512 employees as on 31^st March, 2022.

The details of the ratio of the remuneration of each Director to the median employee's remuneration and other particulars and details of employees as 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-B of this Report.

The statement containing of employee's remuneration as required under Section 197 of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Presentation of financial statements

The financial statements of the Company for the year ended 31^st March, 2023 have been prepared and disclosed as per Schedule III of the Companies Act, 2013.

Indian Accounting Standards, 2015

The annexed financial statements 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

Members of the Company at the Annual General Meeting held on 24^th September, 2020 approved the appointment ofM/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/NS00013) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No.101248WB/W-100022) and also approved the appointment as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 as amended with effect from 7^th May, 2018, the requirement of ratification of the appointment of the statutory auditor, by the members at every Annual General Meeting during the period of their appointment, has been withdrawn. In view of the above, no resolution is proposed for the ratification of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants at the Annual General Meeting, and a note in respect of the same has been included in the Notice of the Annual general Meeting. However, they have confirmed that they are eligible to continue to act as Statutory Auditor of the Company.

The Auditors' Report on Standalone and Consolidated financials for the financial year ended 31^st March, 2023, does not contain any qualification, reservation or adverse remark. The Notes on Standalone and Consolidated financial statement referred to in the Auditor's Report are self- explanatory and do not require any further comments and explanations.

Cost Auditors

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.

Further, Jupiter Wagons Limited (Transferor Company) has amalgamated into and with the Company with effect from 1^st October, 2019, Pursuant to the Scheme of Amalgamation of Jupiter Wagons Limited ("JWL" or "Amalgamating Company") into and with the Commercial Engineers & Body Builders Co. Limited ("Company") and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, ("scheme") approved by Hon'ble National Company Law Tribunal, Kolkata Bench vide Order dated 28^th February, 2022 and Hon'ble National Company Law Tribunal, Indore Bench, vide order dated 13^th May, 2022. Consequent to the amalgamation, the scope of cost audit has enhanced. Accordingly, the Board of Directors of the Company, based on the recommendation of the Audit Committee has approved remuneration of H 50,000/- (Fifty Thousand) plus applicable taxes.

The Board of Director of the Company has on recommendation of the Audit Committee approved the appointment of M/s. K Das & Associates (Firm registration No, 004404) for the year ending 31^st March, 2023 and the same is placed for ratification of members and forms part of the Notice of the Annual General Meeting.

Secretarial Audit

The Board has appointed Deepak Khaitan & Co. LLP., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2022-2023. The Secretarial Audit Report for the Financial Year ended 31^st March, 2023 is given in ANNEXURE-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013.

In addition to the above and pursuant to SEBI circular dated 8^th February 2019, a report on secretarial compliance by M/s. Deepak Khaitan & Co. LLP. for the year ended 31^st March, 2023 is being submitted to stock exchanges. The observations, reservations or qualifications provided in the said report is selfexplanatory and do not call for any further clarification.

Secretarial Standards

The Company has in place proper systems to ensure compliances with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such system are adequate and operating effectively.

Audit Committee

The Audit Committee was reconstituted on 22^nd March, 2023. During the financial year 2022-2023 the composition of the Audit Committee are as follows:

* Ms. Vineeta Shriwani ceased to be an Independent Director of the Company and member of the Committee with the close of business hour with effect from 25^th March, 2023 upon completion of her five year term.

# Appointed to be part of the Committee w.e.f. 22.03.2023.

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

The Nomination and Remuneration Committee was reconstituted on 22^nd March, 2023. During the financial year 2022-2023 the composition of the Nomination and Remuneration Committee are as follows:

*Ms. Vineeta Shriwani ceased to be an Independent Director of the Company and member of the committee from with effect from 25^th March, 2023 with the close of business hour upon completion of five year term.

# appointed to be part of the Committee w.e.f. 22.03.2023

All the recommendations made by the Nomination and Remuneration 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.

STAKEHOLDER RELATIONSHIP AND INVESTORS' GRIEVANCE COMMITTEE

The Stakeholder Relationship and Investors' Grievance Committee comprises Mr. Manchi Venkat Raja Rao (Chairman), Mr. Prakash Yashwant Gurav (Member) and Mr.Abhishek Jaiswal (Member) as other members.

All the recommendations made by the Stakeholder Relationship and Investors' Grievance 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

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the listing of Debt Regulation,

a Risk Management committee is compulsorily to be constituted by Top 1000 Listed entities. The company has constituted a Risk Management Committee on 30 ^th May 2022.

The Risk Management Committee was reconstituted on 22^nd March, 2023. During the financial year 2022-2023 the composition of the Risk Management Committee are as follows:

* Ms. Vineeta Shriwani ceased to be an Independent Director of the Company with the close of business hour with effect from 25^th March, 2023 upon completion of term.

# appointed to be part of the Committee w.e.f. 22.03.2023

CREDIT COMMITTEE / COMMITTEE OF DIRECTORS

The Board ofDirectors in its meeting held on 30^th May 2022 constituted Credit Committee / Committee ofDirectors for delegating powers as envisaged under Section 179 (3) (d) to (f) for day to day business requirements of the company. The Composition of the Credit Committee is as under :-

QIP COMMITTEE

The Board of Directors in its meeting held 17^th December, 2022 constituted QIP Committee for the purpose of issuance of further securities, through a qualified institutions placement of equity shares of the Company of face value of ^ 10 each (the "Equity Shares") in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations") and Sections 42 and 62 of the Companies Act, 2013, as amended, (the

"Companies Act") read with the rules issued thereunder (the "Issue"), to complete various legal, statutory and procedural formalities, including appointment of various intermediaries, filing the draft placement document in relation to the Issue with the stock exchanges where the equity shares of the Company are listed or any other statutory agencies or relevant authorities as may be required and other matters incidental thereto. The Composition of the QIP Committee is as under :-

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel of the Company denied access to the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link https://jupiterwagons.com/investors/

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no complaints pertaining to sexual harassment.

ACKNOWLEDGEMENTS

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

(Formerly known as COMMERCIAL ENGINEERS & BODY BUILDERS CO LTD)