The Directors are pleased to present herewith the 46^th Annual Report of the Company (‘JWL’) together with the Audited Financial
Statements for the financial year ended 31^st March 2026.

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE AT GLANCE

The Company's performance during the year ended 31^st March,
2026 in comparison with the year ended 31^st March, 2025 is
summarized as follows:

a) Consolidated operations

Company’s financial performance during FY 26 was
impacted by supply chain issue especially with regard to
availability of wheelsets required for the production of
freight wagons.

Revenue from operations stood at '291,570.31 lakhs in
FY 26 against '396,327.95 lakhs in FY 25 representing a
decline of 26%.

While there was increase in revenue of the subsidiaries,
the overall decline in revenue was primarily on account
of reduced volume, especially in the wagon segment.
Profitability was also impacted on account of elevated
operating costs:

i. Employee Cost increased from '7663.51 lakhs in FY
25 to '9683.47 lakhs in FY 26, majorly on account
of annual increments as well as increase in no. of
employees of the subsidiary in line with increase in
sales volume.

ii. Other operating expenses also increased to
'36,238.77 lakhs in FY 26 against '33,327.64 lakhs
in FY 25, mainly due to higher cost absorption and
increase in recurring operating expenses.

iii. Finance costs have increased from '6,042.47 lakhs in
FY 25 to '6,950.12 lakhs in FY 26, due to increased
working capital requirement and increased
borrowing of the subsidiaries to meet its working
capital requirement in line with increase in Sales
volume and to meet the capital expenditure for
greenfield project under implementation.

b) Standalone operations

During the year company’s financial performance was
impacted by supply chain challenges faced by the wagon
industry. Revenue from operations stood at ' 253,914.83
lakhs in FY 26 as compared to ' 3,87,062.50 lakhs in the
previous year, representing a decline of 34%. EBITDA
for FY 26 stood at ' 29,950.28 lakhs against ' 54,790.02
lakhs in FY25. The decline in profitability was primary
attributable to lower sales volumes, coupled with elevated
operating costs.

i. Employee costs and other operating expenses
increased as compared to previous year, mainly on
account of rate increase of the fixed expenses.

ii. Finance costs have increased from ^5310.12
lakhs in FY 25 to ^5630.34 lakhs in FY 26 which is
mainly attributable to increased working capital
requirement.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2026, the Company has the following 4(Four) Subsidiary Companies/LLP and 3 (three) Joint Venture Companies.

OPERATIONAL PERFORMANCE

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

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.

MATERIAL SUBSIDIARY

As on 31^st March, 2026, the Company had one material unlisted
subsidiary, namely Jupiter Tatravagonka Railwheel Factory
Private Limited. In compliance with the requirements of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated a policy
for determining material subsidiaries which is available
on the Company's website at:https://jupiterwagons.com/
wp-content/uploads/2025/04/JWL-Policy-for-Detemining-
Material-Subsidiaries.pdf.

Pursuant to Section 134(3) of the Companies Act, 2013 read
with rules made thereunder, the details of the performance,
key developments and significant changes relating to the
subsidiaries and joint ventures of the Company are provided
in the Management Discussion & Analysis Report, which forms
an integral part of this Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company did not undergo any change in the nature of its
business during the financial year 2025- 2026.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred after the close of the financial year of the Company to
which the financial statements relate till the date of this report.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company as approved
by the Board of Directors ("Board") is in line with the provisions
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").

The policy is available at website of the Company at the link:
https://jupiterwagons.com/wp-content/uploads/2024/05/
JWL-Dividend-Distribution-Policy.pdf

DIVIDENDS

For the Financial Year 2025-26, 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.

Considering the interim dividend already distributed during
the year and taking into account the Company's growth plans,
capital expenditure requirements, investment opportunities
and overall business considerations, the Board of Directors has
not recommended any further/final dividend for the Financial
Year 2025-26.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profit for the FY2025-26 in the statement of profit and loss.

CHANGES IN SHARE CAPITAL
Authorised Share Capital

During the year under review, there is no change in the
authorised share capital of the Company. The authorised share
capital of the Company as on 31^st March, 2026 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

During the financial year under review, the Company allotted
28,72,340 fully paid-up equity shares of face value ^10/- each on
19^th December, 2025 pursuant to the conversion of an equivalent
number of warrants previously allotted on a preferential basis
to Tatravagonka A.S., a Promoter of the Company, upon receipt
of the balance consideration of 75% of the issue price.

The equity shares so allotted rank pari passu with the existing
equity shares of the Company in all respects. Consequently,
there were no outstanding warrants as on 31^st March, 2026.

Pursuant to the aforesaid allotment, the paid-up equity
share capital of the Company increased from ^4,24,49,80,490
comprising 42,44,98,049 equity shares of ^10/- each as on 31^st
March, 2025 to ^4,27,37,03,890 comprising 42,73,70,389 equity
shares of ^10/- each as on 31^st March, 2026.

During the year under review, the Company has not raised
funds by way of public issue, rights issue or preferential issue,
except allotment of equity shares pursuant to conversion of
warrants and hence, the disclosure under Regulation 32(4) of
Listing Regulations is not applicable.

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

None of the Directors of the Company have incurred any
disqualification under Section 164(1) & 164(2) of the Act.
Further, all the Directors have confirmed that they are not
debarred from accessing the capital market as well as from
holding the office of Director pursuant to any order of Securities
and Exchange Board of India or Ministry of Corporate Affairs or
any other such regulatory authority.

During the year under review, the Board has accepted all the
recommendations of the Committees of the Board.

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, Deputy Managing Director, Mr. Abhishek Jaiswal, Whole
Time Director and Chief Executive Officer, Mr. Swapan Kumar
Chaudhury, Whole Time Director, Mr. Sanjiv Keshri, Chief
Financial Officer (upto 15^th July, 2025), Mr. Vinod Agarwal, Chief
Financial Officer (w.e.f. 24^th September, 2025) and Mr. Ritesh
Kumar Singh, Company Secretary.

APPOINTMENT /RE-APPOINTMENT OF DIRECTORS

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 Listing Regulations, Mr. Mark Damian Stevenson (DIN:
11089244) appointed as Non Independent Non-Executive
Director w.e.f. 15^th December, 2025, liable to retire by rotation.
The said appointment was approved by the shareholders of the
Company vide special resolution dated 21^st February, 2026,
passed through postal ballot by remote e-voting.

Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board, at its meeting held on
4^th March, 2025, approved the re-appointment of Mr. Ganesan
Raghuram (DIN: 01099026) as an Independent Director for
a second term of 5 years with effect from 19^th May, 2025 to
18^th May, 2030, subject to the approval of the shareholders
of the Company. The said appointment was approved by the
shareholders of the Company vide special resolution dated 18^th
April, 2025, passed through postal ballot by remote e-voting.

RETIREMENT BY ROTATION

In terms of the provisions of the Companies Act, 2013,
Mr. Abhishek Jaiswal (DIN: 07936627), Whole Time
Director and Chief Executive Officer of the Company and
Mr. Swapan Kumar Chaudhury, retires at the ensuing
Annual General Meeting, being eligible and has offered
themselves for re-appointment. The necessary resolution for
re-appointment of Mr. Abhishek Jaiswal and Mr. Swapan Kumar
Chaudhury 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.

CESSATION

Subsequent to closure of the year under review, Mr. Santanu
Ray (DIN: 00642736), ceased to be Director of the Company
effective from 18^th April, 2026, due to his sad demise.

The Board places on record its deep appreciation for the valuable
guidance, contributions and services rendered by Mr. Ray
during his association with the Company. His untimely demise
is a great loss to the Company. The Directors and employees
of the Company express their heartfelt condolences to his
bereaved family and pray for eternal peace to the departed soul.

NUMBER OF BOARD & COMMITTEE MEETINGS

During the year, 7 (Seven) 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 maximum gap between two Board meetings held during
the year was not more than 120 days. During the year, all the
meetings were held virtually in audio-visual mode.

DECLARATION OF INDEPENDENCE FROM
INDEPENDENT DIRECTORS

The Company has received declarations from all Independent
Directors confirming that they meet the criteria of independence
prescribed under Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the Listing Regulations. The
Independent Directors have also confirmed compliance with
the Code for Independent Directors prescribed under Schedule
IV to the Companies Act, 2013.

In terms of Rule 6 of The Companies (Appointment and
Qualification of Directors) Rules, 2014, all Independent
Directors have registered themselves with the Independent
Directors' Databank maintained by the Indian Institute of
Corporate Affairs and have complied with the applicable
proficiency requirements prescribed thereunder.

Pursuant to the provisions of the Companies Act, 2013 and
the Listing Regulations, the performance of the Board, its
Committees and individual Directors were evaluated during
the year through an independent external agency, SP & SA
Associates, Practising Company Secretary Firm. The evaluation
covered various aspects, including the effectiveness of the
Board and Committees, participation, contribution, governance
oversight and discharge of responsibilities by the Directors.

Based on the declarations received, the outcome of the
performance evaluation and its own assessment, the Board
is of the opinion that all the Independent Directors possess
the requisite integrity, expertise and experience, fulfil the
conditions specified under the Companies Act, 2013 and the
Listing Regulations and are independent of the Management.

BOARD FAMILIARISATION AND TRAINING
PROGRAMME

The Board is regularly updated on significant developments in
the regulatory, legal and business environment affecting the
Company. Periodic presentations and updates are made to the
Directors on matters relating to the Company's operations
industry developments, business strategy, risk management
framework, corporate governance practices and changes in
applicable laws and regulations. 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://iupiterwagons.com/wp-content/
uploads/2026/09/Familiarization-Program-for-Independent-
Directors.pdf

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 18^th March, 2026 without
the attendance of Non-Independent Directors and members
of the Management. The Independent Directors reviewed the
performance of Non- Independent Directors, the Committees
and the Board as a whole, their performance, taking into
account the views of Executive Directors and Non- Executive
Directors and assessed the quality, quantity and timeliness of
flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably
perform their duties.

BOARD EVALUATION

In accordance with the provisions of the Companies Act
2013 and Regulation 17(10) of the Listing Regulations, the
Independent Directors at their meeting held on 18^th March,
2026 have evaluated the performance of executive directors
after considering the views of the Executive and Non- Executive
Directors and the Board as a whole and assessed the quality,
quantity and timeliness of flow of information between the
Company's Management and the Board.

The outcome of the evaluation was placed before the Board and
duly taken on record. The performance of the committees was
evaluated on the basis of their effectiveness in carrying out
their respective mandates.

Further, the Board, in accordance with the parameters
suggested by the Nomination and Remuneration Committee
and as per the criteria and manner laid for the annual evaluation
of each member of the Board and its Committees, has evaluated
the performance of the entire Board, its Committees and
individual directors.

During the financial year 2025-26, all the members of the Board
and its Committees met the criteria of performance evaluation
as set out by the Nomination and Remuneration Committee.

The Board expressed satisfaction with the overall functioning
of the Board and its Committees.

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

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

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

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

Ý Effectiveness of deliberations and process management;

Ý Culture and dynamics within the Board/Committees; and

Ý Quality of relationship between the Board and the
Management.

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.

BOARD DIVERSITY

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

The Company believes that diversity in composition of the Board
promotes better Corporate Governance, improves decision
making quality and strengthens stakeholder confidence.

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

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

MANAGERIAL REMUNERATION

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

COMMITTEES OF THE BOARD

There are various Committees constituted by the Board
as stipulated under the Companies Act, 2013 and 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 have been enumerated in
Corporate Governance report forming part of this Annual
Report.

AUDIT COMMITTEE RECOMMENDATIONS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(C) read
with Section 134(5) of the Companies Act, 2013, the Board of
Directors to the best of its knowledge and belief state that:

a) In the preparation ofthe annual accounts for the year ended
31^st March, 2026, 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, 2026 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 SYSTEM AND
THEIR ADEQUACY

The Company has established 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, 2026, thereby ensuring the orderly and
efficient conduct of its business operations and the reliability
of financial reporting.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143(12) 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 thereunder.

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

DEPOSITS AND ITS COMPLIANCE WITH THE
REQUIREMENTS OF THE ACT

The Company has not accepted any public deposits during the
Financial Year ended 31^st March, 2026 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, 2026, there has been no non-compliance with the
requirements of the Act.

ANNUAL RETURN

Pursuant to the 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 draft Annual
Return of the Company as on 31^st March, 2026 is available on
the Company's website and can be accessed at the link: https://
jupiterwagons.com/wp-content/uploads/2026/09/Draft-MGT-
7-for-FY-2025-26.pdf

CORPORATE GOVERNANCE

The Company remains committed to upholding the highest
standards of corporate governance, viewing it not only as a

regulatory requirement but as a fundamental value that drives
transparency, accountability and integrity in all its operations.

The governance framework of JWL is designed to promote long¬
term shareholders value while safeguarding the interests of all
stakeholders, including minority shareholders.

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

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

In compliance with the 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 Listing
Regulations. All concerned individuals have affirmed their
compliance with the said Code for the year under review.

COMPLIANCE MANAGEMENT FRAMEWORK

The Company has established a structured compliance
management framework whereby periodic compliance
certificates are obtained from functional heads and reviewed
by the Company Secretary and the Board to ensure compliance
with applicable laws and regulations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting
(BRSR) of the Company for the financial year ended 31^st March
2026 as required pursuant to the Regulation 34(2)(f) of the
Listing Regulations is annexed herewith in a prescribed format
form part of the Annual Report and is also available on the
Company’s website and can be accessed at the link:https://
jupiterwa gons.com/wp-content/uploads/2026/09/Business-
Responsibility-and-Sustainability-Report-FY-2025-26.pdf

LOANS, INVESTMENTS AND GUARANTEES

Details of loans, investments and guarantees covered under
the provisions of Section 186 of the Companies Act, 2013 are

provided in the notes forming part of the financial statements
for the Financial Year ended 31^st March 2026.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All Related Party Transactions (RPTs) entered into by the
Company during the financial year 2025-26 were in the
Ordinary Course of Business and on Arm’s Length basis. The
Audit Committee reviewed and approved such transactions on a
quarterly basis. Omnibus approvals for recurring transactions
were granted by the Audit Committee in accordance with the
applicable provisions of the Companies Act, 2013 and Listing
Regulations.

The RPTs that attracted the provisions of Section 188 of the
Companies Act, 2013 and those defined under Regulation 23 of
the Listing Regulations have been disclosed in Note No. 46 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 forms part of this
Report.

The Company has in place a Policy on Materiality of
Related Party Transactions and Dealing with Related Party
Transactions, which has been approved by the Board. The policy
is available on the Company’s website at the following link:
https://jupiterwagons.com/wp-content/uploads/2026/04/
IWL-Related-Party-Transaction-Policy.pdf

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

During the year under review, Material Related Party
Transactions requiring shareholders' approval under
Regulation 23 of the Listing Regulations, were duly approved
by the shareholders through postal ballot via special resolution,
on 18^th April, 2025 and at 45^th Annual General Meeting held on
25^th September, 2025.

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

During the financial year under review, no significant or
material orders were passed by any regulator or court or
tribunal which may impact the going concern status of the
Company or materially affect its future operations.

Further, 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 2025-26.

CREDIT RATING

During the year under review, there have been no changes to
the credit ratings assigned to the Company in FY25.

Further, during the year under review, Crisil Ratings Limited
("CRISIL") and ACUITE have reviewed and reaffirmed the
ratings as stated below:

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

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.

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

The information 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 furnished in the Annexure-D and forms part of this report.

INSURANCE

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

NOMINATION AND REMUNERATION POLICY

A policy approved by the Nomination and Remuneration
Committee and adopted by the Board is practiced by the
Company for determining qualification, positive attributes
and independence of a director as well as for appointment and
remuneration of Directors and Senior Management Employees,
as per the details set out in the Corporate Governance Report.
The policy has been placed on the website of the Company at
https://jupiterwagons.com/wp-content/uploads/202S/04/
JWL-Nomination-and-remuneration-policy.pdf.

The remuneration paid to the directors is as per the terms laid
out in the Nomination and Remuneration Policy of the Company

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place a CSR Policy framed in accordance
with the requirements of Section 13S of the Companies Act,
2013 and Rules framed thereunder. The CSR Policy is available
on the website of the Company athttps://jupiterwagons.com/
wp-content/uploads/2024/05/JWL-CSR-Policy.pdf.

In compliance with the requirements of Section 13S of the
Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as on 31^st March, 2026,
the Corporate Social Responsibility Committee comprises
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 13S 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.

HUMAN RESOURCES

At Jupiter Wagons Limited, people and capabilities are critical
to delivering precision, scale and operational excellence across
our expanding mobility businesses. With a workforce of over
5,000, including permanent employees and contractors, HR
focuses on ensuring a safe, skilled, compliant and future-ready
workforce across our plants, project sites and offices.

Digital HR & Compliance: Our integrated HRMS enables
streamlined attendance, access control, shift management,
payroll and statutory compliance. Automation supports
accurate administration of wages, overtime and statutory
benefits while strengthening audit readiness.

Training & Skilling: As JWL expands from wagons and wheels
into rolling stock, propulsion, braking and other mobility
solutions, focused upskilling remains a priority. Technical
academies, shop-floor training, certifications and competency
tracking help ensure that the right skills are available for
the right operations. Partnerships with ITIs and engineering
institutions further strengthen our talent pipeline. JWL also
participated in the Prime Minister's Internship Scheme,
onboarding 100 interns across India.

Employee Welfare & Safety: We remain committed to
employee well-being, dignity and a strong safety culture. Key
initiatives include periodic health check-ups, medical and
accident insurance, safety training, PPE, near-miss reporting,
workplace safety monitoring and welfare facilities. Special
measures, including heat-wave and cyclone preparedness,
support employee safety at our Odisha operations.

Talent Retention & Employee Benefits: Performance-linked
incentives, quality and productivity awards, technical career
pathways, employee-family benefits, education assistance and
relocation support help attract and retain critical technical
talent.

ESG, Diversity & Inclusion: HR plays a key role in advancing
the "S" and aspects of the "G" in ESG. Our priorities include
increasing women's participation in core manufacturing,
supporting apprenticeships under NAPS, strengthening POSH
and anti-harassment mechanisms, contractor welfare and
promoting a culture of inclusion and responsible employment.

Odisha - Local Talent & Community Development: Our

Odisha operations focus on local employment, skill development
and employee welfare, including heat and safety protocols.
We continue to engage with local communities through
skill development initiatives and educational partnerships,
including STEM and engineering programmes.

Preparing for Future Mobility: As JWL scales its presence
across metro coaches, propulsion, braking and other
mobility solutions, HR is building project-based talent
pools, strengthening cross-functional teams and developing
leadership capabilities to support faster deployment and new
product development.

The Bottom Line: HR at JWL is focused on enabling safe
operations, skilled talent, strong compliance and organisational
agility. By combining technology, capability building, employee
welfare and ESG-led practices, HR continues to build the people
platform that supports JWL's growth and its ambition in the
evolving mobility sector.

PARTICULARS OF EMPLOYEES

The total number of employees as on 31^st March, 2026, stood
at 1072.

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

The statement containing 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
stating their DPID & Client ID.

AUDITORS

The financial statements of the Company for the year ended
31^st March, 2026 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, the Companies (Indian Accounting
Standards) Rules, 2015 and other relevant provisions of the
Companies Act, 2013.

STATUTORY AUDITORS & THEIR REPORT

The Members of the Company at the 45^th Annual General
Meeting held on 25^th September, 2025, appointed M/s. Walker
Chandiok & Co LLP, Chartered Accountants (ICAI Firm
Registration No. 001076N/N500013), as the Statutory Auditors
of the Company for a second term of five years, commencing
from the conclusion of the 45^th AGM until the conclusion of the
50^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 2025-26 is disclosed
in the Financial Statements, which form part of the Annual
Report. The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer.

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 31^st March, 2027
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
46^th AGM.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Regulation 24A of the Listing
Regulations and Companies Act, 2013, the Members at their
45^th AGM held on 25^th September, 2025, had appointed M/s. M
R & Associates, Company Secretaries (Firm Registration No.
4515/ COP 2551); (Peer reviewed certificate no. 5598/2024) as
the Secretarial Auditor of the Company for a term of five years,
i.e., from FY2025-26 up to FY2029-30.

The Secretarial Auditor has confirmed that they have subjected
themselves to Peer Review process by the Institute of Company
Secretaries of India ("ICSI") and hold valid certificate issued by
the Peer Review Board of ICSI.

The Secretarial Audit Report for the Financial Year ended
31^st March, 2026 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, 2026 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:

a) The Monitoring Agency Report for the quarter ended 31^st
March, 2025 was submitted on 16^th May, 2025 as against
the due date of 15^th May, 2025, resulting in a marginal
timeline deviation of 1 (one) day.

b) The prior intimation for the analyst / institutional investor
meeting scheduled on 22^nd August, 2025 was submitted
to the Stock Exchange(s) on 20^th August, 2025, resulting
in a marginal timeline deviation in compliance with the
prescribed advance intimation requirement.

The management response to the above is given hereunder:

a) The delay occurred due to exceptional circumstances,
namely the receipt of the Monitoring Agency Report from
the Monitoring Agency on 15^th May, 2025 after business
hours. Since the report was received after the close of
working hours, it could not be processed and uploaded
on the same day. Upon receipt of the report, the Company
uploaded the same with the Stock Exchange(s) on the next
working day, i.e., 16^th May, 2025. Further, the listed entity
has always been regular and prompt in complying with all
the regulatory requirements and has not committed any
such non-compliance previously.

b) The said Investor Meet was scheduled to be held in physical
mode in Mumbai. However, a high alert had been declared
in Mumbai due to adverse weather conditions during the
relevant period, resulting in uncertainty regarding the
conduct of the event. Accordingly, the date of the Investor
Meet was finalized subsequently after considering the
prevailing situation and operational feasibility. Further,
it is submitted that the delay was neither intentional nor
deliberate and was caused by circumstances beyond the
Company's control and hence purely unintentional and
without any mala fide intention.

M/s. M R & Associates, Practicing Company Secretary, has

confirmed that the firm is not disqualified to be appointed as a

Secretarial Auditor and is eligible to hold office as Secretarial
Auditor of the Company.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARY COMPANY

M/s. Rakesh Agrawal & Co., Practising Company Secretaries,
had undertaken the Secretarial Audit of the Company’s material
subsidiary, Jupiter Tatravagonka Railwheel Factory Private
Limited, for the financial year 2025-26. 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
Listing Regulations, the report of the Secretarial Audit is
annexed as Annexure-F(2) to this report.

INTERNAL AUDITORS

The Board re-appointed M/s. Ashok Khasgiwala & Co LLP,
Chartered Accountants, as the Internal Auditor of the Company
for the financial year 2025-26. The Audit Committee considers
and reviews the Internal Audit Report submitted by the Internal
Auditor on a quarterly basis.

SECRETARIAL STANDARDS

The Company has complied with all applicable provisions
of the Secretarial Standards issued by Institute of Company
Secretaries of India on Board meetings and General meetings.

AUDIT COMMITTEE

As on 31^st March, 2026 the composition of the Audit Committee were as follows:

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

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2026, 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.

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

FUND RAISING COMMITTEE

The Board of Directors in its meeting held on 7^th May, 2024 constituted Fund Raising Committee for dealing with matters related
to the issuance of convertible warrants and equity shares of the Company, through preferential issue and qualified institutions
placement process respectively. The Composition of the Fund Raising Committee as on 31^st March, 2026 were as under:-

RISK MANAGEMENT POLICY

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

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

The Company continuously monitors emerging risks relating to
cyber security, information technology systems, data privacy,
supply chain disruptions and regulatory developments and has
implemented appropriate mitigation measures.

The Risk Management Policy formulated by the Company is
available on its website and can be accessed at the following link:
https://jupiterwagons.com/wp-content/uploads/2024/0S/
JWI.-Risk-Management-Policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy / Vigil
Mechanism in compliance with the provisions of Section 177
of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations for Directors, employees and other persons
associated with the Company to report genuine 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 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 other qualification, reservation,
or adverse remark except as mentioned in the report.

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

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company stays committed to fostering a safe, respectful
and inclusive workplace for its employees. 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 ('the POSH Act’)

The Company has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace.

During the financial year 202S-26, the Committee submitted its
Annual Report as prescribed in the said Act and there was no
complaint as regards sexual harassment pending or received
by the Committee during the year under review.

MATERNITY BENEFIT ACT, 1961

The Company remains committed to the welfare and well¬
being of its employees and has complied with the provisions
relating to the Maternity Benefit Act, 1961 and the rules made
thereunder during the year under review.

OTHER DISCLOSURES

There were no transactions on the following matters during
the year under review and hence no reporting or disclosure is
required:

Ý I ssue of equity shares with differential rights as to
dividend, voting or otherwise.

Ý Receipt of any remuneration or commission by the
Managing Director/Whole-time Director of the Company
from any of its subsidiaries

Ý Issue of shares (including sweat equity shares) to
employees of the Company under any scheme

Ý There is no proceeding pending against the Company or
filed by the Company under the Insolvency and Bankruptcy
Code, 2016.

Ý There was no instance of one-time settlement with any
Bank or Financial Institution.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Vivek Lohia Abhishek Jaiswal

Managing Director Whole Time Director & CEO

DIN - 00S7403S DIN - 07936627

Place: Kolkata Place: Jabalpur