Jupiter Industries & Leasing Ltd Directors Report

To, The Members Jupiter Industries and Leasing Ltd

Your directors have pleasure in presenting the 42nd Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for the year ended 31st March 2026.

In compliance with the applicable provisions of the Companies Act, 2013, (the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

FINANCIAL OVERVIEW

The Key highlights of the financial year ended March 31st, 2026, is summarized as under:

(Amount in lakhs)

PARTICULARS	2025-26	2024-25
Revenue from Operations	-	-
Other Income	-	-
Total Income	-	-
Less: Operating Expenses	-	-
Less: Other Expenses other than depreciation and interest	(7.92)	(8.15)
Profit/(Loss) before Depreciation	(7.92)	(8.15)
Less: Depreciation and Amortization Expense	-	-
Profit/(Loss) before Tax Before exceptional and extra-ordinary items	(7.92)	(8.15)
Exceptional and Extra-ordinary Items	-	-
Profit/(Loss) before Tax after exceptional and extra-ordinary items	(7.92)	(8.15)
Less: Tax Expense (Net)	-	-
Profit/(Loss) After Tax	(7.92)	(8.15)
Add: Balance brought forward from the previous year	(315.44)	(307.29)
Balance carried to Balance Sheet	(323.36)	(315.44)

REVIEW OF OPERATION

The Company incurred a total loss of Rs. 7.92 lakhs during the year under review as compared to a loss of Rs. 8.15 lakhs during the previous financial year ended 31st March 2025.

DIRECTORS REPORT TO THE MEMBERS

During the year under review, the Company did not carry out any business activities. Further, the management does not foresee any immediate prospects of commencing business operations in the near future, pending improvement in the financial position of the Company. Accordingly, the Company continues to focus on improving its financial position and evaluating suitable opportunities for revival of its business operations.

DIVIDEND

In view of the accumulated losses of the Company, your Directors regret their inability to recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

In view of the accumulated losses, the Company has not transferred any amount to general reserve.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Further, the details of money accepted and received from the directors or the relatives of directors of the company have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the period between the close of the financial year 2025- 26 and the date of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return as on 31st March 2026 is available on the Companys website at: www.jupiterind.co.in

THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

As the Company has only one employee and no material liability for employee benefits is expected, liability for the same is not ascertained.

BOARD OF DIRECTORS

As on the date of this Report, the Board of Directors of the Company comprises five (5) Directors, having wide and varied experience across different disciplines and areas of corporate functioning, comprising one (1) Independent Director, one (1) Non- Executive Director, two (2) Executive Directors and the Managing Director.

The Company is in the process of reconstituting its Board and strengthening its composition in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Company has been making continuous and diligent efforts to identify and appoint a suitable person possessing the requisite qualifications, experience, expertise, skills and independence to discharge the responsibilities of an Independent Director.

However, owing to the limited business operations of the Company, its present financial position, accumulated losses and the absence of active business activities, the Company has faced certain practical difficulties in attracting suitable candidates who are willing to assume the responsibilities, statutory duties and obligations associated with the position of an Independent Director. Further, considering the prevailing circumstances of the Company and the additional responsibilities and time commitment involved in the role, the candidates approached by the Company have, so far, not been willing to accept such appointment.

The Company remains committed to ensuring compliance with the applicable statutory and regulatory requirements and is continuing its efforts to identify and appoint a suitable Independent Director at the earliest, subject to the availability and consent of a suitable candidate and completion of the requisite corporate and regulatory formalities.

The Composition of the Board of Directors of the Company as on 31st March 2026 is as follows:

SR. NO. DIRECTORS	DIN	DESIGNATION
1. Mr. Hemant D. Shah	02303535	Managing Director
2. Mr. Samir H. Shah	00890587	Executive Director
3. Mr. Jiten S. Patel	08372558	Executive Director
4. Mr. Sanket H. Shedge	08372538	Independent Director
5. Ms. Harina S. Pawar	11186625	Non-Executive Women Director

Appointment, Re-appointment and re-designation of Directors during the FY 2025-26

During the year under review, the Board of Directors, at its meeting held on 7th July 2025, appointed Ms. Harina S. Pawar (DIN: 11186625) as an Additional Non- Executive Woman Director of the Company pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder. Subsequently, the Members of the Company, at the 41st Annual General Meeting held on 30th September 2025, approved the appointment of Ms. Harina S. Pawar (DIN: 11186625) as a Non- Executive Woman Director of the Company in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company.

Re-Appointment of Director retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jiten S. Patel (DIN: 08372558), Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks re- appointment. A resolution seeking the re- appointment of Mr. Jiten S. Patel forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on Wednesday, 30th September 2026.

The profile along with other details of Mr. Jiten S. Patel are provided in the annexure to the Notice of the Annual General Meeting.

Resignation

During the year under review, Mr. Prakash P. Kanungo (DIN: 03633631) has resigned from the Board as an Independent Director with effect from 02nd September 2025. The Board places on record its appreciation for the valuable contribution made by him during his tenure as an Independent Director of the Company.

Pecuniary relationship or transactions with the Company

During the year under review, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Independent Directors

As on 31st March, 2026, Mr. Sanket H. Shedge was serving as the Independent Director of the Company. Accordingly, the Company had only one (1) Independent Director on its Board.

The Company has received the necessary declaration from Mr. Sanket H. Shedge pursuant to Section 149(7) of the Companies Act, 2013 ("Act") and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), confirming that he meets the criteria of independence as provided under Section 149(6) of the Act and the Listing Regulations. He has also confirmed his compliance with the Code for Independent Directors prescribed under Schedule IV to the Act.

DIRECTORS REPORT TO THE MEMBERS

The Company is in the process of appointing another suitable Independent Director in accordance with the applicable provisions of the Act and the Listing Regulations. The Company is making continuous efforts to identify a suitable candidate possessing the requisite qualifications, experience, expertise and independence. The appointment shall be made at the earliest, subject to the availability and consent of a suitable candidate and completion of the requisite corporate and regulatory formalities.

None of the Independent Directors of the Company is disqualified under the provisions of Section 164(2) of the Act. The Directors have made the requisite disclosures as required under the applicable provisions of the Act and the Listing Regulations.

In the opinion of the Board, the Independent Director is a person of integrity and possesses the requisite expertise and experience and is independent of the management of the Company.

The Independent Director of the Company has complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

Familiarization programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry.

Terms and Conditions of Appointment

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with Guidelines for Professional Conduct pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company.

Board Evaluation

The annual evaluation of the performance of the Board of Directors, its Committees and Individual Directors were carried out in accordance with the provisions of the Act, the SEBI Listing Regulations and applicable governance guidelines. The Nomination and Remuneration Committee (NRC) conducted the internal evaluation process for assessing the performance of the Board, its Committees and Individual Directors.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors based on various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of the Independent Directors, the performance of the Non- Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The outcomes of the evaluation process were discussed by the Board

CHANGES IN KEY MANAGERIAL PERSONNEL

As on 31st March 2026 the following are the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Hemant D. Shah Managing Director.

2. * Mr. Sanskar M. Goyal Company Secretary and Compliance Officer.

3. # Ms. Ashwini S. Nirmal Chief Financial Officer

*Appointed with effect from 07th July 2025.

#Appointed with effect from 03rd September 2025.

Appointment & Resignation of Key Managerial Personnel during the FY 2025-26

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof, Mr. Sanskar M. Goyal, Company Secretary has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 7th July 2025. Further, Mrs. Rasika R. Wadkar resigned as the Chief Financial Officer of the Company with effect from 03rd September 2025, and subsequently, Ms. Ashwini S. Nirmal was appointed as the Chief Financial Officer of the Company with effect from the same date to fulfil the requirement of Section 203 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors meet regularly to review the Companys business policies, strategies and key governance matters. Effective oversight of operations is ensured through quarterly meetings. The agenda for Board and Committee meetings is circulated along with detailed notes on the items to be discussed, enabling Directors to take informed decisions.

The Board of Directors met 7 (Seven) times during the year under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder.

Sr. No Name of the Director	Category	No. of Board Meetings entitled to attend / held during the Year	No. of Board Meetings attended during the Year
1 Mr. Hemant D. Shah	Managing Director	07	07
2 Mr. Samir H. Shah	Executive Director	07	07
3 Mr. Jiten S. Patel	Executive Director	07	05
4 Mr. Sanket H. Shedge	Independent Director	07	06
5 Ms. Harina S. Pawar	Non-Executive Women Director	06	06

COMMITTEES OF THE BOARD

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Audit Committee of the Company has been constituted pursuant to Section 177 of the Companies Act, 2013 and is responsible for overseeing and reviewing the financial reporting, audit processes, internal controls and other matters within its terms of reference.

During FY 2025- 26, the Audit Committee met 4 (Four) times. The gap between two consecutive meetings did not exceed 120 days and all the members attended all the meetings held during the year.

As on 31st March, 2026, the Company had one (1) Independent Director on its Board. Accordingly, the composition of the Audit Committee was affected due to the non- availability of the requisite number of Independent Directors. The Company is in the process of appointing an additional Independent Director and is making continuous efforts to complete the appointment at the earliest.

The composition of the Audit Committee and attendance of its members at the meetings held during FY 2025- 26 are set out below:

Sr. No Name of the Committee Member	Category	No. of Meetings entitled to attend / held during the Year	No. of Meetings attended during the Year
1 Mr. Sanket H. Shedge (Chairman)	Independent Director	04	04
2 Ms. Harina S. Pawar	Non-Executive Women Director	04	04
3 Mr. Hemant D. Shah	Managing Director	04	04
4 Mr. Samir H. Shah	Executive Director	04	04

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company has been constituted pursuant to Section 178 of the Companies Act, 2013. The Committee is responsible for identifying and recommending suitable criteria for determining the qualifications, positive attributes and independence of Directors and for recommending guiding principles for remuneration payable to Directors, Key Managerial Personnel and other employees.

During FY 2025- 26, the Nomination and Remuneration Committee met 4 (Four) times. The Company Secretary acts as the Secretary to the Committee and all the members attended all the meetings held during the year.

As on 31st March, 2026, the Company had one (1) Independent Director on its Board. Accordingly, the composition of the Committee was affected due to the non- availability of the requisite number of Independent Directors. The Company is in the process of appointing an additional Independent Director and is making continuous efforts to complete the appointment at the earliest.

The composition of the Nomination and Remuneration Committee and particulars of attendance of its members at the meetings held during FY 2025- 26 are set out below:

The Composition of the Nomination and Remuneration Committee as on 31st March 2026 is as under:

Sr. No Name of the Committee Member	Category	No. of Meetings entitled to attend / held during the Year	No. of Meetings attended during the Year
1 Mr. Sanket H. Shedge (Chairman)	Independent Director	04	04
2 Ms. Harina S. Pawar	Non-Executive Women Director	04	04
3 Mr. Hemant D. Shah	Managing Director	04	04
4 Mr. Samir H. Shah	Executive Director	04	04

STAKEHOLDERS RELATIONSHIP COMMITTEE

The scope of the Shareholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non- receipt of annual report, non- receipt of dividend, etc, and other related activities. In addition, the Committee also investigates matters which can facilitate better investors services and relations. The Stakeholders Relationship Committee is duly constituted, during the Financial Year ended on 31st March 2026.

During the year under review, the Committee met 1 (One) time. All Members were present at the meetings of the Committee.

Sr. No Name of the Committee Member	Category	No. of Meetings entitled to attend / held during the Year	No. of Meetings attended during the Year
1 Mr. Sanket H. Shedge (Chairman)	Independent Director	01	01
2 Ms. Harina S. Pawar	Non-Executive Women Director	01	01
3 Mr. Hemant D. Shah	Managing Director	01	01
4 Mr. Samir H. Shah	Executive Director	01	01

GENERAL MEETINGS

The Members of the company Met One (1) time during the Financial Year 2025- 26 on the following date:

Sr. No. Date of Meeting	Type of Meeting
1 September 30, 2025	Annual General Meeting

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company has placed a system of internal financial controls with reference to the financial statements. In our view, these internal financial controls are adequate and are operating effectively.

AUDITORS AND AUDITORS REPORT

Statutory Auditors and Auditors Report

Based on the recommendation of the Board of Directors, Members of the Company at the 39th Annual General Meeting held on September 30, 2023, appointed M/s. N N K & Co, Chartered Accountants (Firm Registration No.143291W) as the Statutory Auditors for the term of 5 (five) years commencing from the Financial Year 2023- 24 to the Financial Year 2027- 28. The Members authorized the Board to finalize the terms and conditions of re appointment, including remuneration of the Statutory Auditor, based on the recommendation of the Audit Committee.

M/s. N N K & Co, Chartered Accountants (Firm Registration No.143291W), has given consent and eligibility certificate for appointments as the Statutory Auditors of the Company.

The Notes on Financial Statements referenced in the Auditors Report are self- explanatory. However, for the Financial Year 2025- 26, the Statutory Auditors Report does contain certain qualifications.

Apart from the specific matters highlighted below, no instances of fraud have been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013, during the period under review. The Statutory Auditors have expressed an unmodified opinion concerning the adequacy and operational effectiveness of the Companys internal financial controls over financial reporting.

In accordance with the provisions of the Companies Act, 2013, the Board of Directors provides the following explanation and context in response to the qualified opinion and remarks qualified by the Statutory Auditors in their Report:

? Historical Context & Sectoral Crisis: The Company, while actively engaged in the business of Leasing & Hire Purchase, suffered severe financial setbacks between 1995 and 1997. During this window, widespread borrower defaults occurred, coinciding with a systemic liquidity crisis across the entire financial services industry. Due to a subsequent freeze on funding by banks and a acute paucity of the Companys internal funds, operational revival could not be achieved.

? Disproportionate Interest Calculation: The qualification raised by the Auditors relates to an accumulated interest amount of Rs. 17,156.31 lakhs. This liability has been computed from the year 1997 onwards at an exorbitant rate of 18% per annum, compounded quarterly.

? Principal Exposure: Management wishes to draw the attention of the stakeholders to the fact that the underlying principal amount of the loan in question is only approximately Rs. 70 lakhs. The ballooned liability is entirely a function of the compounding penal interest rate applied over the years, which the Company continues to contest and address.

Secretarial Auditors and Auditors Report

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Extra Ordinary General Meeting held on April 29, 2026, approved the appointment and remuneration of M/s Nishtha Khandelwal & Associates, Practicing Company Secretaries (Membership No. A71865, Certificate of Practice No. 27466 and Firm Registration No. S2024MH989400), as the Secretarial Auditor of the Company for a term of five (5) consecutive years commencing from April 1, 2025.

The Secretarial Audit Report issued by M/s Nishtha Khandelwal & Associates, Secretarial Auditors of the Company, for the Financial Year 2025- 26 contains an observation with respect to the composition of the Board of Directors and committees thereof including the appointment of an Independent Director. The said Secretarial Audit Report is annexed as "Annexure - I" to this Report.

The Managements response to the observation made by the Secretarial Auditor is as under:

DIRECTORSREPORT TO THE MEMBERS

With respect to the observation regarding the composition of the Board of Directors and the requirement for appointment of an additional Independent Director, the Management submits that, as on the date of this Report, the Board of Directors of the Company comprises five (5) Directors, including one (1) Independent Director, one (1) Non- Executive Director, two (2) Executive Directors and the Managing Director.

The Company has been making continuous efforts to identify and appoint a suitable Independent Director possessing the requisite qualifications, experience, expertise, skills and independence. However, due to the limited business operations of the Company, its present financial position, accumulated losses and the absence of active business activities, the Company has faced practical difficulties in attracting suitable candidates willing to undertake the responsibilities and statutory obligations associated with the position of Independent Director.

Further, considering the present circumstances of the Company and the nature, scope and time commitment involved in the role, the candidates approached by the Company have, so far, not been willing to accept the proposed appointment.

The Management acknowledges the observation of the Secretarial Auditor and confirms that the Company is continuing its efforts to identify and appoint a suitable Independent Director at the earliest, subject to the availability and consent of a suitable candidate and completion of the requisite corporate and regulatory formalities.

Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 D R J & Associates, Chartered Accountants (Firm registration Number 155082W), as Internal Auditor for the Financial Year 2025- 26.

The Audit committee of the board, in consultation with the internal auditor, shall formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

COST RECORDS AND COST AUDIT

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2025- 26. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the financial year 2025- 26.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE SECRETARIAL AUDIT REPORT

The Statutory Auditors Report and the Secretarial Audit Report of the Company for the Financial Year ended 31st March, 2026 contain certain qualifications/observations. The Managements responses and explanations in respect of the qualifications/observations made by the Statutory Auditors and the Secretarial Auditors have been appropriately provided above under the "Auditors and Auditors Report" sections of this Report.

During the year, there were no instances of frauds reported by the auditors under section 143(12) of the Companies Act, 2013 to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company as the Net worth of the Company is less than rupees Five Hundred Crores, Turnover is less than rupees One Thousand Crore and Net Profit is less than rupees Five Crores.

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boards report.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, report on Corporate Governance shall not apply on listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty- five crore, as on the last day of the previous financial year hence, the report on Corporate Governance is not applicable to the company.

WHISTLEBLOWER POLICY

In pursuance of provisions of the Companies Act, 2013, and the Listing Regulations the Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to providing a mechanism for

(i) directors and employees of the Company to freely communicate/report genuine concerns and/or grievances about illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and

(ii) the stakeholders of the company to freely communicate their concerns about illegal or unethical practices and to approach the Whistle Officer/Chairman of the Audit Committee of the Company to, inter- alia, report the same to the management. This Policy is an extension of the Companys Code of Conduct.

The Audit Committee oversees the vigil mechanism through the committee. This Policy inter- alia provides direct access to the Chairman of the Audit Committee.

The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to him since the last report together with the results of investigations, if any

DEMATERIALISATION OF SHARES

Out of the total shares, 35.40% shares are held in physical form. Shareholders holding shares in physical form are once again advised to dematerialize their shares to avoid the risk associated with the physical holding of share certificates and for facilitating easy liquidity for shares.

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other relevant provisions of the Act.

These financial statements have been prepared on an accrual basis under the historical cost convention, except for certain financial instruments, defined benefit plans, and share- based payments that are measured at fair values or amortised cost at the end of each reporting period, as specified by the relevant Ind AS.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an "Annexure - II" to this Report.

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

DIRECTORSREPORT TO THE MEMBERS

The Company is committed to provide a protective environment at the workplace for all its women employees. Also, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has complied with the constitution of Internal Complaints Committee to which employees can write their complaints and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace.

In compliance with the said Act, the Company has also constituted an Internal Complaints Committee (ICC) to consider and address complaints of sexual harassment, if any.

The details of complaints received and disposed of during the financial year under review are as follows:

Particulars	2025-26	2024-25
Number of complaints of sexual harassment received in the year	Nil	Nil
Number of complaints disposed off during the year	Nil	Nil
Number of cases pending for more than 90 days	Nil	Nil

MATERNITY BENEFITS

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits, including paid leave, medical benefits, and related facilities for its female employees, and affirms complete compliance with the provisions of the Maternity Benefit Act, 1961.

DIRECTORSRESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013, your directors, hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 on 31st March 2026 and of the loss of the company for the financial year ended 31st March 2026;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

DIRECTORSREPORT TO THE MEMBERS

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

No loans, guarantees or investments under section 186 of the Act, has been made by the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB- SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website and can be accessed https://jupiterind.co.in/index.php. The Policy intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the Company and related parties.

During the financial year 2025- 26, all contracts, arrangements and transactions entered into with related parties, including any material modifications thereof, were in the ordinary course of business and on an arms length basis, and were approved by the Audit Committee in accordance with the applicable regulatory requirements. Further, none of the transactions during the year were material in nature which require approval of the shareholders under Section 188(1) of the Companies Act, 2013 read with Regulation 23(4) of the SEBI Listing Regulations.

Accordingly, the disclosure of particulars of contracts/arrangements with related parties in Form AOC- 2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Moreover, the details of related party transactions, as required under the applicable accounting standards have been disclosed in the Notes to the Financial Statement forming part of this Annual Report.

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

In terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the Board of Directors reports that no transactions or activities were undertaken by the Company concerning conservation of energy, technology absorption, or foreign exchange earnings and outgo during the financial year under review.

Consequently, there are no particulars or disclosures to be furnished under these categories.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company do not have any subsidiary/joint ventures/ associate companies.

RISK MANAGEMENT

The Board of Directors of the Company has established a comprehensive risk management framework to effectively manage internal and external risks across its businesses. The Board oversees the risk management function by defining and approving the objectives and philosophy of risk management and continuously monitoring and reviewing risks across the organization.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

No remuneration was paid to the Directors, Managing Director and Chief Financial Officer of the Company during the Financial Year 2025- 26.

Considering the limited business operations and the present scale and scope of activities of the Company, the functions and responsibilities associated with the position of Chief Financial Officer do not require full- time engagement. Accordingly, no remuneration was paid to the Chief Financial Officer during the Financial Year 2025- 26.

Further, the remuneration paid to the Company Secretary of the Company during the Financial Year 2025- 26 was in accordance with the Nomination and Remuneration Policy of the Company.

The disclosures with respect to remuneration of Directors and employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Financial Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India, as mandated under Section 118 of the Act.

DISCLOSURE UNDER SECTION 43(A)(III) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not issued any swap equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not issued any equity shares under Employees Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web- based complaints redress system. The salient features of this system are centralized database of all complaints, enables online upload of Action Take Reports(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise, within the statutory time frame from the date of receipt.

During the year 2025- 26, the Company did not receive any complaints on SCORES. The details of investor complaints received, resolved, and pending during the year are as follows:

Sr No. Complaints Received	Complaints Received	Complaints solved	Complaints Pending
1 Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2 Non-receipt of dividend warrants	Nil	Nil	Nil
3 Query regarding demat credit	Nil	Nil	Nil
4 Others	Nil	Nil	Nil

POLICIES OF THE COMPANY

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Companys website on https://jupiterind.co.in/report/?id=30, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENTS

Your directors place on records their sincere appreciation to the Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government and Semi- Government agencies for their continued assistance and co- operation extended to the Company and wishes to place on record their appreciation of employees for their hard work, dedication, and commitment.

By Order of the Board of Directors

For JUPITER INDUSTRIES & LEASING LIMITED

Sd/-

H.D.SHAH

Managing Director

DIN No:02303535

Sd/-

S.H.SHAH

Director

DIN No:00890587