Jupiter Wagons Ltd

Dear Members,

The Directors are pleased to present herewith the 44th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

('in Lakhs)

PERFORMANCE AT GLANCE ON STANDALONE BASIS

a) During the year revenue from operation increased to ^ 3,64,125.30 lakhs as compared to ^2,06,824.74 lakhs in the previous year, a growth of 76.06%. Growth in railway wagons sales is 91.31%, growth in Load bodies components and containers businesses is 31.10%.

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 0.60%, and other operating cost decreased by 2.16%, mainly due to product mix and increased operational efficiency.

c) Consequent to above, the operating profit in terms of % to revenue increased to 13.49% from 12.28% previous year.

d) Finance cost has increased by ^1,191.93 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 ('JWL') 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.

India to remain fastest growing economy

After the pandemic-induced contraction in FY21, the Indian economy recorded two years of above-7 percent growth and continued the same for the third year in FY24. Resilience is on display, not just in terms of economic growth. The unemployment rate has declined, and economic activity continues to rise, as is evident in the healthy performance of high-frequency indicators. The volume of E-way bill generation continues to grow steadily. Rail freight traffic and port cargo traffic are growing at a healthy pace. The Focus on infrastructure creation and demand for housing is driving construction activity, as reflected in increased steel consumption and cement production. In terms of mobility, which was most affected by the pandemic, the number of Indians taking air travel has exceeded the pre-Covid levels.

In Union Budget Infrastructure outlay has got increased by 11%, if we talk about our business related segment, 5.8 % increase is in Railway and 2.9 % increase is in road.

Wagons & rail component

Going by the numbers, Indian Railways has been steadfast in its commitment to enhance cargo transportation, adhering to the mantra of 'Hungry For Cargo'. The focus on improving business efficiency and service delivery at competitive prices, alongside a customer-centric approach and proactive policy measures, has contributed significantly to this achievement. Due to a slow start in the financial year 2023-24 (FY24), Indian Railways registered a 5 per cent increase in its freight traffic despite a late push in the final quarter of the fiscal. The national transporter ferried 1.59 billion tonnes of goods in FY24, against 1.52 of the last year and it shows growth of about 5%.

The growth was primarily led by coal and iron ore, which have typically been the mainstay of the railways' freight basket. The national transporter achieved a loading of 787.61 million tonnes (MT) in coal (up 8 per cent) and 180.95 MT in iron ore (up 13 per cent). "Coal is carried mostly by rail, so the railways always benefits from increased coal production.

Meanwhile, miscellaneous goods fell by nearly 15 MT to 114 MT in the previous fiscal year. The drop in miscellaneous goods comes after two years of double-digit growth in the sector.

According to experts, if railways want to meet its target for its share in national logistics, it should register a growth of 1.2-1.5 times that of the national economy.

"At an economic growth of around 8 per cent, railways should be registering a Compound Annual Growth Rate (CAGR) of 10 per cent. However, it is at 5 per cent this financial year and 6 per cent on a CAGR basis over the past few years, Railway ministry with good hands on development and clear objective has to perform with fast completion of DFC which will help in faster growth. This is definitely a good sign for our company which see higher growth going hand in hand with the growth of Indian railways in freight.

DFC

EDFC will be fully completed while WDFC will be 81% completed. The DFC is hopeful of completing the remaining parts of WDFC by next March. Despite the capacity to run 240 trains per day on both corridors, DFC is barely running 100110 trains per day. This is due to the low demand from the industries. DFCCIL officials remain hopeful though.

DFC claims that both corridors have significantly reduced the freight transportation time — which should attract industries — due to higher speeds (50-60 kmph) on its tracks as compared to an average of about 25 kmph on the regular railways tracks.

Project will enable railways to increase its share in the freight transportation from 25% now to over 40%.

Indian railway is considering plans for development of three additional corridors making a significant leap in the country's logistic infrastructure. these corridors aims to accelerate freight movement and alleviate congestion on existing tracks to enhance passenger train services. Covering a combined distance of 4300 kms, with an estimated project cost of Rs. 200000 crore, these corridors will cater to specific commodities and span key region across the country.

The proposed East Coast corridor, stretching approximately 1,200 kilometres from Kharagpur, West Bengal to Tenali, Andhra Pradesh, aims to optimise freight transport along mineral-rich states such as Bengal and Odisha. Initially intended to terminate at Vizag port, the route extension to Tenali promises enhanced connectivity, particularly benefiting industries dealing with coal, fertilisers, and iron ore.

The North-South corridor, spanning 1,000-1,200 kilometres from Itarsi, Madhya Pradesh to Tenali, Andhra Pradesh, is set to bolster connectivity across four states — Madhya Pradesh, Maharashtra, Telangana, and Andhra Pradesh. This corridor will facilitate the transportation of various commodities, including coal, cement, fertilisers, and petroleum products, with future plans to integrate it with exisng freight corridors.

In addition, plans are underway for an East-West corridor linking Andal, West Bengal with Palgarh, Maharashtra, traversing through five states. Spanning approximately 2,100 kilometres, with additional spur lines totalling 300 kilometres, this corridor aims to streamline the transportation of coal, iron ore, steel, and other vital commodities across regions.

This development will call for additional wagons and thus higher business scope to our type of companies Crucially, the DFC is not just a railway project; it's a linchpin of the National Logistics Policy, aiming to reduce logistics costs from the current 15 per cent of GDP to a more sustainable 8 per cent by 2030.

Load body and components for Commercial Vehicles

The commercial vehicle (CV) industry, often referred to as the backbone of the national economy, is going through a big transformation driven by the technology mega trends. This transition as part of the global automotive industry changes, is happening in the areas of alternative fuels, electrification, connected and autonomous technologies and industry modernization. The CV market accounts for about 4% of India's total domestic automobile market is expected to grow by 8% CAGR till 2028.

The continued focus on infrastructure capex, emphasis on private participation in infrastructure, construction, defence and manufacturing activities would remain a long-term positive for the CV industry.

However, in 24-25 the volumes to plateau on a high base, amid the transient moderation in economic activity in some sectors with the onset of the general elections Overall, the domestic CV industry's ability to scale previous peaks hinges on sustenance of the macro-economic environment, improvement in infrastructure activity and increased demand for last mile transportation.

Industry data suggests that medium and heavy commercial vehicles (MHCVs), a barometer of GDP growth also saw muted demand, rising just 6% year on year, to 318,672 units. However, context is key. "The shift in goods CV market towards higher tonnage vehicles indicates the consolidation of cargo, thanks to improved logistics infrastructure, which would gradually bring down the cost of logistics.

Commercial vehicle (CV) sales in India are likely to decline in financial year 2024-25 as the sector enters a period of lull.

In the first half of FY25, demand would moderate as fleet operators wait to gauge the election impact on spending before placing orders.

Government spending, which shaped CV demand recently, would slow down around elections as the model code of conduct kicks in. Demand is set to pick up after monsoons. From one up cycle to another, the CV industry typically grows 1.2-1.4 times in volume. However, the industry is not yet at the FY19 peak levels.

Therefore, in the FY25 down cycle, analysts expect that a moderation in demand for MHCVs would not be very sharp. "However, long-term demand seems favourable, backed by a strong macroeconomic environment, healthy replacement, good traction on infrastructure projects (higher allocation in the recent interim Budget), and improving freight demand,"

There may be DE growth of 4-6 % & in commercial vehicles volume but major OE focus on fully built solutions may give 10-12% upward trend in application business. The same goes in line with the projections given by our OE customers. We further see good growth in the segment of trailers. Facilities have been and is being placed to accommodate the opportunity coming from this segment. Last quarter Opening with OE in this segment will add on to our strength. All this will compensate the de-growth factor.

Containers

Shipping and domestic ISO containers segment moderating due to drop in goods movement. In the rail sector there has been a drop of 10% in goods other than coal and iron ore, which was going in double digit growth from the last couple of years. Further this segment has a long list of manufacturers because of which cut throat competition is observed. This makes this business less lucrative for us. Further Due to uncertain Volumes of marine containers our business model has shifted to mainly BESS (Battery energy storage system) containers. These high value products with limited competition require different skills and infrastructure and thus suits our business model.

There is a good requirement of BESS in the export market and the company is working out with US and European companies for export orders.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2024, the Company has the following 4(Four) Subsidiary Companies 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://jupiterwagons.com/investors/#tab-14403

Bonatrans India Private Limited (BIPL)

In March 2024, the Company has acquired 94.25% of paid up share capital of BIPL. The acquisition of BIPL by the Company for ^ 27,100 lakh (approx.) represents a major milestone, reiterating its position as the pre-eminent rolling stock manufacturing company in India and the only one with its own wheel plant. BIPL, situated in Chhatrapati Sambhajinagar (Aurangabad), Maharashtra, is well-known for its production of rolling stock wheelsets, with an impressive annual capacity of 20,000 Wheels and 10,000 Axles.

The acquisition of BIPL marks a significant stride in fortifying our business model, empowering us with in-house wheelset manufacturing capabilities, and driving further integration of our production process, apart from opening of substantial export opportunities in collaboration with strategic partners.

Stone India Limited

The Company acquired Stone India Limited under the Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code, 2016 vide Hon'ble National Company Law Tribunal, Kolkata Bench order dated 8th June, 2023 pronouncing Jupiter Wagons Limited as a Successful Resolution Applicant. The Erstwhile Resolution Professional/Monitoring Committee handed over the control of the management to the Company during the Financial Year 2023-2024. After initiating the implementation of the Resolution Plan in the Financial Year 2023-2024, Stone India Limited has become the wholly owned subsidiary of the Company.

In pursuit to our strategy of growth, we seek opportunities to acquire brands, businesses and assets which complement our product offerings, strengthen or establish our presence and provide synergy to our existing businesses and operations. We have acquired Stone India Limited to expand our supply of brake system offerings.

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 2023-2024.

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: https://iupiterwagons.com/wp-content/uploads/2024/05/ IWL-Dividend-Distribution-Policy.pdf

DIVIDENDS

For the Financial Year 2023-24, the Board of Directors of the Company has declared an interim dividend of ^0.30 per equity share, i.e. 3% of the face value of ^10/- each and the same was paid to the shareholders.

The Board of Directors are now pleased to recommend a final dividend of ^0.30 per equity share, i.e. 3% of the face value of ^10/- each based on the parameters laid down in the Dividend Distribution Policy.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders of Jupiter Wagons Limited at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

Thus, the final dividend for the year 2023-24 is ^ 0.30 per share i.e. 3 % and total payout will be Rs. 12,73,49,415/- The dividend will be paid out of the profits for the year. The final dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

RECORD DATE

The Company has fixed 5th September, 2024 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2023-24.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2023-24, after all appropriation and adjustments was ^ 70,444.20 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 March 31, 2024 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 17th December, 2022 and subsequent to the approval of the members of the Company by way of postal ballot resolution on 22nd January, 2023, the result of which was declared on 23rd January, 2023, the Company had allotted 1,20,39,611 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 103.75/- per equity share (including a premium of ^ 93.75/-per Equity Share), aggregating to ^ 12,49,10,96,41.25/- in a QIP Committee Meeting held on 15th May, 2023, on preferential basis to the eligible qualified institutional buyers.

Further, pursuant to the resolution of the Board of Directors at its meeting held on 5th September, 2023 and subsequent to the approval of the members of the Company by postal ballot resolution on 25th October, 2023, the result of which was declared on 26th October, 2023, the Company had allotted 1,28,06,595 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 315/- per equity share (including a premium of Rs. 305/-per Equity Share), aggregating to Rs. 40,34,07,74,25/- in a QIP Committee Meeting held on 4th December, 2023, 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 1,20,39,611 and 1,28,06,595 equity shares, the equity share capital of the Company stood at Rs. 41,22,93,62,50 consisting of 41,22,93,625 equity shares of Rs.10/- each as on 31st March, 2024.

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

DIRECTORS AND KMP

The Board of Directors comprises of following directors as oi 31st March, 2024:

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

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms ofthe provisions of the Companies Act, 2013, Mr. Vikash Lohia (DIN: 00572725) 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. Vikash Lohia 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, Nine (9) 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 though an independent agency, has devised and performed a performance evaluation of Independent Directors, Board, Committees and other Individual Directors which include criteria for performance evaluation of the non- executive 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 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/ IWL-Familiarization-Program-for-Independent-Directors-of- lupiter-Wagons-Limited.pdf

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 30th March, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non- Independent Directors 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

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 Nomination and Remuneration Committee carried out the evaluation of its own performance and that of its Committees and the individual Directors, which was noted and taken on record by the Board. The performance evaluation of Non-Independent Directors, the Board as a whole and the Chairperson was carried out by the Independent Directors in their separate meeting. 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.

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.

In view of the above, the Company has adopted the Board Diversity Policy that sets out its approach to diversity. The Policy can be accessed at https://jupiterwagons.com/wp- content/uploads/2024/05/JWI,-Board-Diversity-Policy.pdf

Additional Details on Board Diversity and the key attributes of the Board Members are explicated in the Corporate Governance Report forming 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-B 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 (CSR) Committee, Committee of Directors, Fund Raising Committee and QIP Committees. Brief details pertaining to composition, terms of reference, meetings held and attendance there at 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 ofthe annual accounts for the year ended 31st March, 2024, 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 31st March, 2024 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 31st March, 2024 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.

Therefore, 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 31st March, 2024 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 31st March, 2024, there has been no noncompliance 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 31st March, 2024 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 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, the 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 2023-24 onwards. Accordingly, the Business Responsibility and 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 31st March 2024.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions entered during the year under review are in the Ordinary Course of Business and at Arm's Length, which were reviewed and approved by the Audit Committee on a quarterly basis. Related party transactions (RPTs) entered into by the Company during the financial year 2023-24, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, are provided in the notes to the financial statements. Members are requested to refer to note no. 45 forming part of the Audited Financial Statements which sets out related party disclosures. 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.

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/wp-content/uploads/2024/0S/ JWL-Related-Party-Transaction-Policy.pdf. The Policy intends to ensure that the proper reporting, approval and disclosure 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.

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.

There was no instance of one-time settlement with any bank or financial institution during FY 2023-24.

CREDIT RATING

The Company is rated by CRISIL Ratings Limited, ICRA Ltd. and ACUITE Rating and Research Limited. A detailed status of the Credit Ratings on various facilities including Bank Loans and Working Capital are provide in the Corporate Governance Report of this Annual Report.

During the year, CRISIL, ICRA and ACUITE upgraded the rating of the Company to 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 -C to this report.

INSURANCE

The Company 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: https://iupiterwagons. com/wp-content/uploads/2024/05/IWL-Nomination-and- remuneration-policy.pdf.

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 the Company is available on it's website which may be accessed at the link: https:// iupiterwagons.com/wp-content/uploads/2024/05/IWL-CSR- Policy.pdf.

HUMAN RESOURCES

Involve and evolve

During the year 2023-24 we continued to prioritize the development and well-being of our employees by leveraging artificial intelligence, machine learning, and technologically enhanced HR processes. We aim to have a holistic HR experience which exceeds expectations and maintain excellence in the challenging times. Our focus on employee involvement, empowerment and inclusivity in the work place aligns opportunities to individual employees' needs, interests, and career aspirations.

The well-being and safety of our employees are of utmost importance. During the year 2023-24, we implemented various initiatives to promote employee well-being, including mental health support, wellness programs, and ergonomic workplace design. Our employees are our greatest asset, and we are committed to support their career aspirations. We believe in investing in our employees' growth and development.

Employee Engagement drives a positive work culture, encouraging employee participation, retention, and satisfaction. The team-building activities, social events, and celebrations brings a sense of community and belongingness across the group and boost the employee morale.

PARTICULARS OF EMPLOYEES

The total number of employees as on 31st March, 2024, stood at 973.

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 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 made available during 21 days before the Annual General Meeting in electronic mode to any Shareholder upon request sent 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 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 and Indian Accounting Standards, 2015

The financial statements of the Company for the year ended 31st March, 2024 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

Members of the Company at the Annual General Meeting held on 24th September, 2020 approved the appointment of M/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 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, 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.

The Auditors' Report on Standalone and Consolidated financials for the financial year ended 31st March, 2024, 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 of the 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 31st 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 AGM.

Secretarial Auditors & their Report

The Board has appointed M R & Associates., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-2024. The Secretarial Audit Report for the Financial Year ended 31st March, 2024 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 8th February 2019, a report on secretarial compliance by M R & Associates for the year ended 31st March, 2024 is being submitted to stock exchanges.

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.

AUDIT COMMITTEE

During the financial year 2023-2024, 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

During the financial year 2023-2024, 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 of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the financial year 2023-2024, the composition of the Stakeholders Relationship Committee were as follow:

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

During the financial year 2023-2024, the composition of the Risk Management Committee were as follow:

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

The Board of Directors at its meeting held on 29th October, 2023, has renamed the name of Credit Committee as Committee of Directors and has reviewed and approved the revised scope of the Committee of Directors for the ease of day to day operations with the powers envisaged in Section 179 of the Companies Act, 2013 and to consider and approve such other matters which are not specifically reserved for consideration in a Board Meeting by virtue of any of the provisions of the Act or any other laws.

During the financial year 2023-2024, 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.

QIP -1 Committee

The Board of Directors in its meeting held on 17th December, 2022 constituted QIP-1 Committee for dealing with matters related to issuance of further equity shares of the Company, through a qualified institutions placement(QIP) process. Post completion of the entire QIP process the QIP-1 Committee was dissolved by the Board of Directors in their meeting held on 1st February, 2024.

During the financial year 2023-2024, the composition of the QIP-1 Committee 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.

QIP -2 Committee

The Board of Directors in its meeting held 19th September,2023 constituted QIP-2 Committee for dealing with matters related to issuance of further equity shares of the Company, through a qualified institutions placement(QIP) process. Post completion of the entire QIP process the QIP-2 Committee was dissolved by the Board of Directors in their meeting held on 1st February, 2024.

During the financial year 2023-2024, the composition of the QIP-2 Committee 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 7th May, 2024 constituted Fund Raising Committee for dealing with matters related to the issuance of convertible warrants and equity shares of the Company, through preferential issue and qualified institutions placement process respectively.

During the financial year 2023-2024, the composition of the Fund Raising Committee were as under:-

RISK MANAGEMENT POLICY

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks.

The Risk Management Committee of the Board of Directors overviews the process of identification, monitoring, and review of all the elements of risk(s) associated with the Company. The Company has adequate risk management infrastructure in place capable of addressing those risks. 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 Risk Management Policy formulated by the Company is available on it's website which may be accessed at the link: https://iupiterwagons.com/wp-content/uploads/2024/05/ IWL-Risk-Management-Policy.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established 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 Vigil Mechanism and Whistle Blower Policy formulated by the Company is available on it's website which may be accessed at the link: https://jupiterwagons.com/wp-content/ uploads/2024/05/JWI,-Whistle-Blower-Policy.pdf.

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 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 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 made 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, no complaint/case was filed or was pending for redressal.

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 recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.