Jupiter Wagons Ltd

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

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

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.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

¦ Effectiveness of deliberations and process management;

¦ Culture and dynamics within the Board/Committees;

¦ Quality of relationship between the Board and the Management.

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

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

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

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

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

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

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

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

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

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

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit or loss of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

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

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

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

The Company's internal financial controls over financial reporting were assessed and found to be operating effectively as of 31^st March, 2025, thereby ensuring the orderly and efficient conduct of its business operations and the reliability of financial reporting.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Highlights from the year include:

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

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

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

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

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

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

Presentation of financial statements and Indian Accounting Standards, 2015.

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

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

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

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

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

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

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

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

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

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

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

The management response to the above is given hereunder:

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

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

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

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

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.

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

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

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

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

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

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

As on 31^st March, 2025, the composition ofthe Risk Management Committee were as follow:

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

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

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

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

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

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

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

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

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

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

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

(Amount in ')

1. Names of subsidiaries which are yet to commence operations - STONE INDIA LIMITED

2. Names of subsidiaries which have been liquidated or sold during the year.- NIL

1. Names of associates or joint ventures which are yet to commence operations. -

1. JWL DAKO-CZ (INDIA) PRIVATE LIMITED

2. JWL TALEGRIA (INDIA) PRIVATE LIMITED

2. Names of associates or joint ventures which have been liquidated or sold during the year.- NIL

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 ("the Act") and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis - NIL

2. Details of material contracts or arrangements or transactions at Arm's length basis -

The average percentile increases in the salaries of employees other than the managerial personnel in the last Financial Year is 12%. The average percentile increase in the salaries of key managerial personnel is 12 %.

1. The Company continues its commitment towards using energy for all its manufacturing operations by deploying appropriate controls in order to optimize the quality of Energy so that the Costs due to poor quality of Energy can be eliminated and savings are maximized in the best 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 incrementally secured permission on the maximum demand from 7 MVA to 10 MVA in respect of its manufacturing Unit in Bandel, West Bengal. The revision was obtained for 10MVA. This timely step has saved Penalty Costs arising out of drawing Energy in excess of the maximum demand.

3. The Company had implemented generation of Solar Energy by mounting solar panels on the roof-top surfaces of the factory sheds, in its Plants in Jabalpur and Indore last year. The Energy thus generated is being fed to the grid and by way of reverse metering as per policy. The company is able to generate countable savings on account of the cost of Power. The Company has taken up 3.5MWP top solar at Bandel plant and the project is nearing completion.

4. The Company implemented LED lighting throughout Plants and Offices in order to reduce consumption by using various modern Energy saving devices as much as possible.

The Company has substituted the lighting systems across its manufacturing units with LED lights to minimize consumption energy to the best extent possible. It has also started replacing old air-conditioners with new inverter-based machines. In the same way, the old welding transformers are being replaced with similar new inverter-based welding equipment.

The company had also introduced gas fired heat treatment furnace and the second one is also being commissioned and thereby reducing demands on electric power and fossil fuels.

The company has taken up roof top solar project all around and actually commissioned Solar Power Generation facility at the Bandel factory to promote

its commitment towards use of alternative energy, environment protection and sustainability.

Similarly, for its subsidiary, Jupiter Tatravagonka Railwheel Factory Private Limited at Aurangabad, rooftop Solar project of 18MWP has been kicked off.

The company has started additional 5 ton Electric Arc Furnace along with existing dual furnace operations to raise the foundry productivity to over 3000 tons per month. This was supposed to increase the energy consumption in a proportionate way, however, by using the power factor correction system, the company has continued its savings on energy and cost by arresting per unit cost to less than ' 9/- per unit power. The company has also earned rebates on account of showing good power factor count.

Second Power Factor correction system has been commissioned to take care of the increased power consumption due to increased capacity at Bandel.

The solar power generation at Deori, Jabalpur and at Pithampur, Indore has been carried out on 'Power Purchase' on OPEX terms.

(i) The efforts made towards technology absorption and benefit derived - The Company is focused on using the latest technology to improve efficiency. By keeping up with new advancements, it regularly upgrades its processes and systems to work better, use resources wisely, and achieve sustainable growth. This approach helps the Company stay competitive and deliver more value to its stakeholders.

(ii) The Company has not imported technology during the last three years.

(iii) The expenditure incurred on Research and Development: - Nil

Foreign Exchange Earnings and Outgo in FY 20242025 (' in Lakhs)

The Company strives through sustainable measures to actively contribute to the Social, Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation. The CSR initiatives focus on universal development of mass communities and create social, environmental and economic value to the society. To pursue these objectives, we will continue to work actively in areas of eradication of hunger and poverty, promoting health care including preventive health care facility including sanitation and also to provide opportunity and financial assistance for the promotion of education & sports, provide medical aid to the destitute and impoverished:

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable

5. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) - ' 485.00 lakhs

(b) Amount spent in Administrative Overheads - Nil

(c) Amount spent on Impact Assessment, if applicable - Not Applicable

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - ^485.00 Lakhs

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any: Nil

7. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

8. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5): Not Applicable

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members,

JUPITER WAGONS LIMITED

48, Vandana Vihar, Narmada Road,

Gorakhpur, Jabalpur,

Madhya Pradesh - 482001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. JUPITER WAGONS LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025 ("the audit period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025 according to the provisions of:

i) The Companies Act, 2013 (the Act), amendments thereof and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, wherever applicable;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992: -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(f) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations /guidelines/circulars as may be issued by SEBI from time to time;

We further report that, there were no actions/ events in pursuance of;

(a) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(b) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

We further report that having regard to the compliance system prevailing in the Company, we have relied

upon the representation made by the Management, for compliance with the following General applicable laws as identified by the Company.

(a) Factories Act, 1948

(b) Employees Provident Fund and Miscellaneous Provisions Act, 1952

(c) Payment of Wages Act, 1936 and other applicable labour laws,

(d) Environment (Protection) Act, 1986 and other environment laws

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards as issued and mandated by the Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except:

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

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

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

The Board of Directors of the Company is duly constituted with proper balance of executive directors, non-executive directors and independent directors. The changes in the

composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

None of the Directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member's view in the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the Company has intimated the Stock Exchange(s) about the acquisition of securities of Stone India Limited, undertaken on 31^st March 2025, through the Integrated Filing - Governance for the quarter ended March 2025.

1) The Company has obtained approval from the shareholders of the Company through Postal ballot dated 20.06.2024 for issuance of 28,72,340 Convertible Warrants, each convertible into one Equity Share of face value ' 10/- each, to Tatravagonka A.S. (Promoter) on a preferential basis, at an issue price of ' 470/- per warrant (including premium of ?460/-), aggregating up to ' 135 Crores. The allotment of the same got approved by the Fund Raising Committee (a Committee of the Board) in its meeting held on 29^th June 2024.

2) The Company has obtained approval from the shareholders of the Company through Postal ballot dated 20.06.2024 for Raising of funds, aggregating up to Rupees 1,000 Crores through Qualified Institutions Placement ("QIP") in terms of Chapter VI of SEBI (ICDR) Regulations and/or any other permissible mode(s), in one or more tranches. In respect of the said issue, the Fund Raising Committee ("Committee") at its meeting held on July 12, 2024, has inter alia, approved the issue and allotment of 1,22,04,424 Equity Shares to qualified institutional buyers at the issue price of ' 655.50 per Equity Share (including a premium of ' 645.50 per Equity Share), (which includes a discount of ' 33.97 per Equity Share (4.93% of the floor price, as determined in terms of the SEBI ICDR Regulations), against the floor price of ' 689.47 per Equity Share, aggregating to ' 80,000 Lakhs pursuant to the issue.

3) The Company has obtained approval from the shareholders of the Company through Postal ballot dated 20.06.2024 for approval of Material Related Party Transaction(s) with Bonatrans India Private Limited (BIPL) with respect to purchase/sale of goods/services up to '428 Crores, and investment in securities of BIPL up to ' 700 Crores, per financial year commencing from April 1, 2024.

4) The Company had obtained approval of shareholders by way of Special Resolution passed at Annual General Meeting of the Company held on 12.09.2024 for:

a) Appointment of Independent Director - Mr. Navin Nayar (DIN: 00136057) was appointed as a Non-Executive Independent Director of the Company for a term of five years, from July 14, 2024 to July 13, 2029.

b) Appointment of Independent Director - Mr. Santanu Ray (DIN: 00642736) was appointed as a Non-Executive Independent Director of the Company for a term of five years, from July 13, 2024 to July 12, 2029, who has attained the age of 75 years.

c) Appointment of Mr. Swapan Kumar Chaudhury (DIN: 10694552) as a Whole-Time Director of the Company and fixation of remuneration for a period of five years, commencing from July 13, 2024 to July 12, 2029, and is liable to retire by rotation.

5) The Company issued a postal ballot notice dated

04.03.2025 for approval of shareholders vide special resolutions for which the voting period starts from

20.03.2025 and concluded on 18.04.2025 for the following items:

a) Re-appointment of Mr. Ganesan Raghuram (DIN: 01099026) as an Independent Director of the Company for second term of five consecutive years, w.e.f. 19^th May, 2025.

b) Approval of Material Related Party Transaction(s) with Jupiter Tatravagonka Railwheel Factory Private Limited (JTRFPL) (Formerly Bonatrans India Private Limited) by entering into long term purchase and sale agreement for an amount upto ' 2000 Crores.

c) Change in one ofthe Object Clause for utilization of funds raised by way of issuance of equity shares and/or equity linked securities by way of Qualified Institutions Placement ("QIP") for Setting up a new captive alloy steel foundry unit at Jabalpur, Madhya Pradesh" to "enhance the capacity by 1000 MT/M of the existing alloy steel foundry at Bandel, West Bengal and utilizing the unutilized and idle QIP fund for the same.

This Report is to be read with our letter of even date which is annexed as "Annexure A" and forms an integral part of this Report.

“ANNEXURE - A” TO THE SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025

To,

The Members,

JUPITER WAGONS LIMITED

48, Vandana Vihar, Narmada Road,

Gorakhpur, Jabalpur,

Madhya Pradesh - 482001

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibilities of the management. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company as well as the correctness of the values and figures reported in various disclosures and returns as required to be submitted by the Company under the specified laws, though we have relied to a certain extent on the information furnished in such returns.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. As regard the books, papers, forms, reports and returns filed by the Company under the provisions referred to in our Secretarial Audit Report in Form MR-3 the adherence and compliance to the requirements of the said

provisions is the responsibility of the management. Our examination was limited to checking the execution and timeliness of the filing of various forms, reports, returns and documents that need to be filed by the Company with various authorities under the said provisions of the Act. We have not verified the correctness and coverage of the contents of such forms, reports, returns and documents.

6. Due to the inherent limitations of an audit including internal, financial, and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with audit practices;

7. The contents of this Report has to be read in conjunction with and not in isolation of the observations, if any, in the report(s) furnished/to be furnished by any other auditor(s)/agencies/authorities with respect to the Company;

8. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

9. This report pertains solely to the compliances and other applicable matters arising during the audit period from April 1, 2024, to March 31, 2025.

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members,

JUPITER TATRAVAGONKA RAILWHEEL FACTORY PRIVATE LIMITED

(CIN: U28113MH2013FTC240285)

Regd. Office: Plot No. A-119, Shendra Five Star Industrial Area, Shendra MIDC, Aurangabad, Maharashtra, India, 431154

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by JUPITER TATRAVAGONKA RAILWHEEL FACTORY PRIVATE LIMITED (hereinafter called the "Company")( previously known as Bonatrans India Private Limited). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the company's relevant books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided to me by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to me and the representation made by the Management, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31^st, 2025, generally complied with the provisions of Acts, Rules, Regulations, Guidelines, Standards listed hereunder subject to the reporting made hereinafter:

I have examined the books, registers, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2025, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; (NA)

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investments, Overseas Direct Investments and External Commercial Borrowing;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- Being an unlisted entity, following acts are not applicable during the year.

a. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

b. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

e. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

f. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

g. The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(vi) Other Acts- As per the information provided by the Company, its officers and authorize representative, apart from general Laws which are applicable to all industries, there are no such other specific laws applicable to the Company pursuant to the industry in which the Company operates.

I have also examined compliance with the applicable clauses of the Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.

I report that during the period under review the Company has substantially complied with the provisions of the Laws, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report, that based on the information provided by the Company, its officers and its authorized representatives during the conduct of the audit in my opinion, adequate system and processes and control mechanism exist in the company to monitor and to ensure the compliance with applicable general laws such as Labour Law and Environmental Laws.

I further report, that the compliance by the company of the applicable financial laws, like direct and indirect tax laws, has not been reviewed in this audit since the same have been subject to review by statutory financial auditor and other designated professionals.

I further report, that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The Company has appointed whole-time key managerial personnel as per the provisions of section 203 ofthe Companies act, 2013 during the year of reporting. Constitution of Audit committee and Nomination and Remuneration Committee is done in compliance with the provisions of the Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda, as and when required were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through. None of the members has given dissenting view as per minutes.

I further report, that there are adequate systems and processes in the company that commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report, that during the audit period, the following events occurred having a major bearing on the Company's

affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

(i) The Company has increased its authorised share capital from existing ' 1,15,00,00,000/- divided into 11,50,00,000 equity shares of ' 10 each to ' 700,00,00,000/- divided into 70,00,00,000 equity shares of ' 10 each.

(ii) The Company has increased its paid up share Capital by issuing 17,69,23,100 Equity Shares of ' 10/- each at a premium of ' 16/- on right issue basis.

(iii) Pursuant to the share purchase agreement entered with Jupiter Wagons Ltd dated 20^th March 2024, the Company has changed its name as Jupiter Tatravagonka Railwheel Factory Private Limited reflecting the new ownership structure.

(iv) The company has altered its Memorandum of Association and adopted new sets of Articles of Association and Memorandum of Association during the year under review.

This report is to be read with our letter of even date which is annexed as ‘Annexure-A' and forms an integral part of the report.

To,

The Members,

JUPITER TATRAVAGONKA RAILWHEEL FACTORY PRIVATE

LIMITED

(CIN: U28113MH2013FTC240285)

Regd. Office: Plot No. A-119, Shendra Five Star Industrial Area,

Shendra MIDC, Aurangabad, Maharashtra, India, 431154

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our opinion.

3. Our audit was based on the examination of books and records maintained by the Company.

4. Our Audit examination was restricted to legal compliances of the applicable laws to be done by the Company; we have not checked the operational and business aspects relating to the same.

5. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company as well as correctness of the values and figures reported in various disclosures and returns as required to be submitted by the Company under the specified laws, though we have relied to a certain extent on the information furnished in such returns.

6. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

7. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibility of the management. Our examination was limited to the verification of procedures on test and sample basis.

8. Due to the inherent limitations of an audit including internal, financial, and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with audit practices.

9. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.