Jupiter Wagons Ltd Management Discussions

Global Economic Overview

In 2024, the global economy expanded by 3.3%, marking a period of moderated growth following years of unprecedented disruption. The recovery remained steady but was shaped by structural adjustments and shifting market dynamics. Advanced economies posted stable yet cautious growth, while emerging markets saw moderate expansion amid ongoing challenges such as policy uncertainty, sluggish demand recovery, and persistent inflationary pressures.

The United States introduced a series of additional tariff measures, prompting swift and forceful responses from major trading partners. This escalation in effective tariff rates has raised concerns about the potential adverse effects on global GDP.

Inflation, a major concern in prior years, began to ease, although the decline was slower than expected in several regions. Central banks, particularly in developed economies, maintained a vigilant approach to monetary policy, balancing inflation control with broader economic stability.

Looking ahead, global growth is projected to slow further, with forecasts of 2.8% in 2025 and 3.0% in 2026. This outlook reflects the recalibration of global trade dynamics, the impact of new tariff regimes, and a continued emphasis on financial stability. As growth moderates, it will be essential for businesses and governments to remain agile and prioritise clear policy frameworks to sustain momentum over the medium term.

Indian Economic Overview

Indias economy showed remarkable resilience in FY 2024-25, achieving a GDP growth of 6.5%, according to the National Statistical Offices Second Advance Estimates. This robust performance marks a significant recovery from the slowdown of the previous fiscal year. The rebound was largely driven by strong private consumption and strategic government expenditure, which together helped stimulate demand and economic activity across sectors.

In terms of inflation, the retail price index witnessed a moderation, easing to 4.6% in FY25, down from 5.4% in FY24, reflecting a disinflationary trend. This slowdown in price rises can be attributed to a combination of factors, including the RBIs monetary policy interventions and the governments efforts to address supply-side constraints. Measures to stabilise the prices of essential commodities, particularly food items contributed significantly to easing inflationary pressures. The RBI anticipates inflation to align with its target of 4% by FY 2025-26, contingent on favourable monsoon conditions and stable global commodity prices, which would further support the countrys overall price stability.

The RBI responded to the evolving economic environment by adopting an accommodative monetary policy stance, reducing key interest rates to stimulate economic growth. On the fiscal front, the government remained committed to fiscal consolidation, targeting a fiscal deficit of 4.9% of GDP for FY 2024-25. This balanced approach aimed to promote growth while maintaining fiscal discipline, crucial for longterm economic stability.

Sectorally, key industries such as construction, trade, and financial services played a central role in driving economic growth. The governments focus on infrastructure development and policy reforms helped improve sectoral performance, fostering an environment conducive to expansion and job creation. Continued efforts to boost investment in infrastructure and promote sectoral reforms are expected to sustain momentum in these critical areas.

Looking ahead to FY 2025-26, Indias economic outlook remains optimistic. The RBIs forecast of a 6.5% growth rate for the year reflects the positive impact of ongoing structural reforms, advancements in the digital economy, and sustained investments in infrastructure. However, challenges such as global economic uncertainties and domestic issues like inflation and unemployment will require continued policy attention. To sustain growth, it will be crucial for India to navigate these complexities while maintaining a focus on inclusive and sustainable development.

Industry Overview

Rail Freight and Wagons Segment

In FY25, Indian Railways freight loading showed a modest increase of 1.7%, reaching 1,617.38 million tonnes (MT), up from 1,590.68 MT in the previous fiscal year. While this growth is positive, it represents a significant slowdown compared to the 5.4% growth recorded in FY24 and 6.6% in FY23. A large portion of this freight is still dominated by coal transportation, which now accounts for over 51% of the total freight carried by Indian Railways. This continued reliance on coal highlights the importance of the energy sector in the nations logistics infrastructure.

A key contributor to this growth was the 19.72% increase in domestic container loading, with commodities such as gunny sacks, hot rolled coils, ceramic tiles, wall care putty, and rice being major items in these shipments. Domestic coal transportation also saw a solid increase of 7.4%, while fertilisers experienced a smaller but still positive growth of 1.25%. The growth in these sectors indicates the continued strength of industrial and agricultural demand, which is critical for the economy.

Despite these positive growths, the overall freight loading growth remains low when compared to previous years. This may reflect challenges in the broader logistics and transportation sectors, including the slowdown in some traditionally high-growth segments. Nevertheless, with record-high coal transportation in FY25, the coal stock at power plants has increased by 21% year-on-year, standing at 57 MT. This increase is essential in meeting the countrys energy demand.

The Eastern Railway zone emerged as the top performer with a 16.11% growth in freight handling, while other zones such as South East Central Railway and Northeast Frontier Railway also reported growth rates of 7.28% and 4.21%, respectively. The government is looking to further expand freight capacity, with the Union Budget for FY26 projecting a freight loading target of 1,700 MT.

To support this growth, the government has introduced several initiatives aimed at improving logistics efficiency. The Gati Shakti multi-modal cargo transport policy, introduced in 2021, is expected to help reduce overall logistics costs. Furthermore, the Mission 3000 MT initiative, launched in 2022, aims to reach a freight loading target of 3,000 MT by 2027, signaling a continued push towards enhancing Indias freight capabilities.

As Indian Railways aims to meet the future growth targets, the performance in FY25 highlights both the strengths and challenges of the sector, with key sectors like coal, domestic containers, and fertilisers continuing to drive growth, while broader improvements in infrastructure and logistics efficiency remain critical for sustaining long-term progress.

Dedicated Freight Corridors (DFC) Update

In FY25, Indias Dedicated Freight Corridor (DFC) projects, particularly the Eastern (EDFC) and Western (WDFC) corridors, saw significant progress, with daily freight train operations increasing to an average of 391 trains in January 2025. These corridors have played a critical role in easing congestion, especially during events like the Maha-Kumbh Mela, and ensuring smooth passenger and freight services.

The Ministry of Railways is advancing plans for three new DFCs: the East-Coast Corridor (Kharagpur to Vijayawada), East-West Corridor (Palghar-Bhusawal-Nagpur-Kharagpur- Dankuni), and North-South Sub-corridor (Vijayawada-Nagpur- Itarsi). While the final approval of these projects depends on financial and technical feasibility, they are expected to further enhance freight connectivity across key regions.

The DFCs have significantly increased coal transportation, which now accounts for over 51% of total freight, contributing to a substantial rise in railway earnings. In FY25, average traffic on the DFCs increased from 247 trains per day in FY24 to 352 trains per day, with a peak of 371 trains per day in February 2025. This increase in traffic has not only improved

freight capacity but also elevated the punctuality of goods and passenger services.

Modernisation efforts are also underway, with 97 Gati Shakti Multi-Modal Cargo Terminals (GCTs) now operational, further enhancing freight handling capabilities. Additionally, 277 more GCT proposals have received in-principle approval. The Railways is also focusing on the introduction of 12,000 HP and 9,000 HP electric locomotives, as well as upgrading rolling stock and signaling systems to improve operational efficiency.

Load Body and Components for Commercial Vehicles

The Indian Commercial Vehicle (CV) market is undergoing a dynamic transformation and is expected to grow at an 8% CAGR through 2028. This growth is fuelled by technological advancements, infrastructure development, and the shift towards sustainable and electrified transport solutions. As a key player in the transportation and infrastructure sector, Jupiter Wagon and JEM are well-positioned to capitalise on this expanding market, especially with the rising demand for Medium and Heavy Commercial Vehicles (HCVs) and innovations in electrification and automation.

With the Indian government driving initiatives to reduce emissions and modernise the transportation sector, there is an increasing focus on low and zero-emission powertrains. This aligns with the broader market shift towards electrification, which is expected to make up 27-30% of the commercial vehicle market by 2030. For Jupiter Wagon and JEM, this presents opportunities to contribute to the development of electric-powered railway wagons or CVs, tapping into a growing demand for environmentally-friendly solutions.

In addition to electrification, the continued investment in infrastructure development, particularly in sectors like construction, defense, and logistics, creates further opportunities for your company. The expansion ofthe CV sector is supported by private sector involvement and government- backed incentives, and the trend toward larger, more efficient commercial vehicles opens new avenues for innovation in railway wagons, freight solutions, and related infrastructure.

As the industry shifts towards smarter automobiles, the demand for advanced technology solutions and high- performance commercial vehicles will increase. Jupiter Wagon and JEM, with their focus on quality and innovation, can benefit from these trends by positioning themselves at the forefront of the markets technological evolution.

Company Overview

Jupiter Wagon and JEM (Jupiter Electric Mobility) operate at the cutting edge of the transportation and infrastructure sectors. Leveraging the growing demand for Medium and Heavy Commercial Vehicles (HCVs) and electric mobility, the company is focused on driving innovation and sustainability through its diversified portfolio.

Strategic Positioning in Rail and Road Freight Sectors

With Indias rail freight sector set for sustained growth, driven by initiatives like the Gati Shakti plan and the Mission 3000 MT target, Jupiter Wagon is committed to advancing rail infrastructure. The company plays a pivotal role in manufacturing railway wagons and related freight solutions, contributing to Indias goal of enhancing its logistics capacity. By focusing on technological advancements and operational efficiencies, Jupiter Wagon remains a key player in supporting the governments expansion of the railway network, including the ongoing development of Dedicated Freight Corridors.

Expanding Footprint in Commercial Electric Vehicles

Through its subsidiary, Jupiter Electric Mobility (JEM), the company is poised to capitalise on the accelerating shift

towards sustainable mobility. The commercial electric vehicle (EV) sector is rapidly gaining traction, and JEM has already made significant strides with its two flagship E-LCV variants: the JEM TEZ and EV STAR CC. By tapping into Indias growing electric logistics market, JEM has positioned itself as a leader in providing sustainable, energy-efficient transport solutions for last-mile delivery. The company is scaling up its manufacturing capabilities and service infrastructure to meet the burgeoning demand for electric commercial vehicles.

Credit Rating

The credit ratings of the Company were carried out by CRISIL, ICRA, and ACUITE.

Particulars	Rating
Long-Term Rating	AA-
Short-Term Rating	A1+

Financial Overview - On Standalone Basis

Particulars	For the year ended 31 March 2025	% of Net Sales	For the year ended 31 March 2024	% of Net Sales
Income
Revenue from operations	3,87,062.50	-	3,64,125.30	-
Expenses
Raw material cost and changes in inventory	2,96,458.44	76.59%	2,82,837.31	77.68%
Employee benefits expense	5,853.62	1.59%	5,079.23	1.39%
Operating and other expenses	29,960.42	7.74%	27,105.95	7.44%
Operating profit (EBITDA)	54,790.02	14.16%	49,102.81	13.49%
Finance costs	5,310.12	1.37%	4,080.61	1.12%
Depreciation and amortisation expense	3,070.33	0.79%	2,752.58	0.76%
Other income	3,424.17	0.88%	2,098.83	0.58%
Profit before tax and exceptional items	49,833.74	12.87%	44,368.45	12.18%

Revenue Bifurcation

Particulars	FY25 ( in lakh)	FY25 (Qty in Nos.)	FY24 ( in lakh)	FY24 (Qty in Nos.)
Railway Wagons	3,35,632.63	8,718	3,11,365.96	8,055
CMS Crossing	2,022.66	933	1,349.18	654
Commercial Vehicle Load Bodies & Components	29,751.52	8,548	41,055.52	10,829
Containers	6,993.34	1,012	4,277.96	617
Others	12,662.36	-	6,076.68	-
Total Revenue	3,87,062.50	-	3,64,125.30	-

Performance Analysis

a) During the year, revenue from operations increased to ^3,87,062.50 lakhs, as compared to 3,64,125.30 lakhs in the previous year, reflecting a growth of 6.3%. Growth in railway wagon sales was 7.79%, and growth in container businesses was 63.47%.

b) Employee cost and other operating expenses increased compared to the previous year, primarily due to higher volume and associated sales growth. As a percentage of revenue, employee cost increased by 0.12% and other operating cost increased by 0.30%.

c) Consequently, the operating profit as a percentage of revenue increased to 14.16%, from 13.49% in the previous year.

d) Finance cost increased by 1,229.51 lakhs compared to the previous year, primarily due to increased working capital requirements, investment in plant and machinery and investment in subsidiaries.

Borrowings

a) As of March 31, 2025, the Company holds outstanding long-term debt of 872.71 lakhs, cash credit and working capital demand loans of 29,870.90 lakhs, and unsecured bill discounting liabilities of 8,630.76 lakhs.

b) The average interest rate on long-term debt ranged between 8.50% and 10.50%. The debt service coverage ratio was 7.89 times, compared to 8.78 times in FY24.

c) The Company remains confident in meeting all debt servicing requirements for the year, barring any severe or unforeseen changes in circumstances.

Key Financial Ratios

Ratio	FY 2024-25 (as of 31 March 2025)	FY 2023-24 (as of 31 March 2024)
PBDIT as % of Revenue from Operations	14.16%	13.49%
Profit Before Tax and Exceptional Items (% of Revenue)	12.87%	12.18%
Profit Before Tax (% of Revenue)	12.87%	12.18%
Return on Net Worth	17.20%	27.79%
Debt-Equity Ratio	0.11	0.17
Current Ratio	2.09:1	1.61:1
Interest Coverage Ratio	10.96:1	12.55:1
Debtor Turnover Ratio	6.06	10.67
Inventory Turnover Ratio	3.70	4.05

Note on the Change in Ratios

a) PBDIT / Operating Margin:

During the year, the PBDIT margin increased by 0.67%, from 13.49% in FY24 to 14.16% in FY25. The increase is mainly attributable to continued growth in the wagon business.

b) Profit / (Loss) Before Tax and Exceptional Items:

During the year, the Company registered profit before tax and exceptional items of ^49,833 lakh, which is 12.87% of revenue from operations, as compared to ^44,368.45 lakh (12.18%) in FY24.

c) Return on Net Worth:

Please refer to (a) and (b) above.

d) Debt-Equity Ratio:

The outstanding long-term debt reduced to ^872.71 lakh from ^1,228.59 lakh in FY24. Working capital utilisation increased due to sustained revenue growth. The Company continues to be regular in repayment of principal and interest liabilities.

e) Current Ratio:

The current ratio stood at 2.09 in FY25, compared to 1.61 in FY24. The liquidity position of the Company remains stable, and it is reasonably confident of meeting shortterm obligations.

f) Interest Coverage Ratio:

The interest coverage ratio was 10.96 times in FY25, as compared to 12.55 times in FY24. This indicates that the Company continues to generate sufficient cash earnings to service its debt.

g) Debtor Turnover Ratio:

The debtor turnover ratio was 6.06 times in FY25, compared to 10.67 times in FY24. The Company remains focused on marquee customers and is taking proactive measures to manage receivables collection.

h) Inventory Turnover Ratio:

The inventory turnover ratio stood at 3.70 in FY25, compared to 4.05 in FY24.

Technology - IT Process and Systems

During the fiscal year, the Company prioritised the enhancement of its IT infrastructure, completed the integration of SAP, and transitioned from legacy hardware servers to cloud-based systems. The automation and integration of the procurement system with SAP were also completed. The Company has initiated the implementation of legal and compliance software tools and has begun the upgrade of its SAP system from HANA to RISE.

Corporate Governance

The Company upholds the belief that corporate accountability and governance are vital for long-term value creation, emphasising the importance of shareholder participation. Corporate governance practices, aligned with legal and regulatory frameworks, are fundamental to the Companys operations. The driving forces behind its governance framework are core values such as excellence, customer satisfaction, long-term stakeholder value maximisation, and a commitment to environmentally responsible behaviour.

Risk Management

The management and members of the Board periodically review the business to identify ongoing factors and changes in the external environment that may impact the Company. Certain risks have been foreseen by the management, and steps have been taken to mitigate them. The following are the key risks and their mitigation approach:

• Dependence on Railways: As Indian Railways (IR) is a major customer for wagons, any adverse impact on its budget allocation will affect the order flow. The Company has partially mitigated this risk by developing wagons for private operators.

• Cyclicality of the Commercial Vehicle Industry:

Demand for heavy vehicles is closely linked to overall industrial growth and is vulnerable to cyclicality in the commercial vehicle industry. In addition to rationalising production capacities, the Company is focusing on increasing revenue from other businesses such as wagons, heavy fabrication for power plants, water tankers, load bodies for automotive vehicles used by defence, and containers.

• Delay in Execution of Orders: Delays in executing orders (particularly those obtained through competitive tenders) can negatively impact profitability. The Company closely monitors order execution.

• Raw Material Costs: Steel accounts for a major portion of raw material costs. The Company has centralised the steel procurement function to leverage volumes for better prices and is focusing on other cost control measures. Fluctuations in foreign currency may adversely affect the import prices of raw material components.

• Competition: The Company depends on load body business from certain OEM customers. These OEMs have multiple suppliers to minimise risk. There is a risk of changes in OEM policy regarding suppliers. The Company works closely with select OEMs to enhance its share of business and continues to focus on orders from certain dealers.

• Increase in Interest Rates/Costs: Any increase in interest rates will adversely affect the Company. The Company is exploring ways to tighten its working capital to reduce working capital finance requirements.

• Technological Disruption and Automation: As

the manufacturing sector continues to evolve with automation and digital technologies, there is a risk of falling behind in adopting industry best practices. The Company is actively evaluating opportunities to integrate smart manufacturing practices and upskilling its workforce to remain competitive.

Material Developments in Human Resources and Industrial Relations

In FY 2024-25, we continued to reinforce our commitment to employee growth, well-being, and engagement through the integration of advanced technologies such as artificial intelligence and machine learning into our HR processes. These innovations have helped streamline operations and enhance the overall employee experience, supporting a more agile and responsive workplace environment.

Our approach remains focused on creating a holistic and inclusive HR framework that aligns individual aspirations with organisational goals. We emphasise employee empowerment, involvement, and inclusivity to ensure that opportunities are tailored to personal interests, strengths, and long-term career objectives.

Employee well-being and safety remain top priorities. Throughout the year, we expanded initiatives focused on mental health, physical wellness, and ergonomic workplace enhancements. These efforts reflect our continued belief that our people are our most valuable asset.

To foster a vibrant and collaborative work culture, we enhanced our employee engagement programs through regular team-

building activities, social gatherings, and celebratory events. These initiatives have strengthened the sense of community and belonging across all levels of the organisation, contributing to higher morale and improved retention.

As of 31^st March, 2025, the total number of employees stood over 3,000.

Internal Control System and Their Adequacy

The Company has established a comprehensive internal control mechanism and management structure across all locations and business functions to safeguard its assets against unauthorised use or disposal. Documentation of internal control over financial reporting is in place, and the management has conducted an effectiveness test of the system. Internal control systems are implemented to achieve the following objectives:

a) Safeguard the Companys assets from loss or damage.

b) Monitor the cost structure and minimise process loss.

c) Provide adequate financial and accounting controls for the preparation and reporting of financial performance and the state of affairs, in accordance with accounting standards.

d) Maintain proper accounting records and ensure statutory compliance.

The systematic implementation of internal control systems and policies has resulted in the efficient and appropriate use of funds.

Internal Audit

The Company has assigned the internal audit to a leading auditing firm. The internal audits are reviewed by the Audit Committee, including the implementation status of changes suggested by the internal auditors. The management and the Audit Committee of the Board review the findings and recommendations of the internal auditors as well as the statutory auditors, who are also empowered by the Board to take up and investigate any matter flagged by the internal audit team.

Cautionary Statement

Statements made in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, and expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. However, actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand, supply, and price conditions in the domestic and overseas markets in which the Company operates; changes in government regulations, tax laws, and other statutes; and other incidental factors.

EXPLANATORY STATEMENT IN RESPECT OF ITEMS OF ORDINARY BUSINESS(ES):

Item No. 3: Re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company.

The Members of the Company at the 40^th AGM held on 24^th September, 2020 had approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/NS00013) as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 40^th AGM till the conclusion of the 45^th AGM to be held for the financial year 2024-2025. In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than 2 (two) terms of 5 (five) consecutive years. M/s. Walker Chandiok & Co LLP is eligible for re-appointment for a further period of five years.

Based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on May 19, 2025, has approved the re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/NS00013) as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 45^th Annual General Meeting until the conclusion of the 50^th Annual General Meeting of the Company to be held for the financial year 2029-30 subject to the approval of the members in the ensuing Annual General Meeting. The Board of Directors, in consultation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.

Considering the evaluation ofthe past performance, experience and expertise of M/s. Walker Chandiok & Co LLP during the current tenure and based on the recommendation of the Audit Committee, it is proposed to re-appoint M/s. Walker Chandiok & Co LLP as Statutory Auditors of the Company for a second term of five consecutive years till the conclusion of the 50^th Annual General Meeting of the Company in terms of the aforesaid provisions.

The Company has received consent cum eligibility certificate from M/s. Walker Chandiok & Co LLP, confirming that the reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be reappointed as the Statutory Auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed thereunder. M/s. Walker Chandiok & Co LLP has also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Besides the audit services, the Company would also obtain certifications from the Statutory Auditors under various statutory regulations and certifications as may be required by banks, statutory authorities, audit related services and other permissible non-audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms, as approved by the Board in consultation with the Audit Committee.

The proposed remuneration to be paid to M/s. Walker Chandiok & Co LLP, for the Financial Year 2025-26 is 71,50,000/- (Rupees Seventy One Lakh Fifty Thousand Only) (plus applicable taxes and reimbursement of out-of-pocket expenses). The Audit Committee and the Board is of the view that 71,50,000/- (Rupees Seventy One Lakh Fifty Thousand Only) (plus applicable taxes and reimbursement of out-ofpocket expenses) is reasonable audit fee considering the size and scale of the Company. The remuneration to be paid to the Statutory Auditors for the remaining term i.e. from FY 202627 to FY 2029-30 (till the conclusion of the 50^th AGM of the Company to be held in the year 2030), shall be mutually agreed between the Board of Directors (on recommendation of the Audit Committee) and the Statutory Auditors, from time to time.

The Board of Directors recommend the ordinary resolution as set out at item no.3 of the Notice for the approval of the Members.

None of the Directors, Key Managerial Personnel or their relatives are, financially or otherwise, concerned or interested in the said resolution.

Brief Profile of M/s. Walker Chandiok & Co LLP

M/s. Walker Chandiok & Co. LLP is a firm of Chartered Accountants registered and empanelled 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.

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 READ TOGETHER WITH REGULATION 17(11) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND OTHER APPLICABLE LAWS (AS AMENDED)

The following Explanatory Statement sets out all material facts and recommendations ofthe Board of Directors ofthe Company relating to the Item Nos 4-7 ofthe accompanying Notice dated, August 12,2025.

Item No. 4: Appointment of M/s. M R & Associates, Practising Company Secretaries (Firm Registration No. 4515/ COP 2551) as the Secretarial Auditors of the Company.

In terms of the provisions of section 204 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed thereunder, as amended from time to time, the Board of Directors at their meeting held on May 19, 2025, has approved the appointment of M/s. M R & Associates, Practising Company Secretaries (Firm Registration No. 4515/2551) as the Secretarial Auditors of the Company to hold office for a term of 5 (five) consecutive years from conclusion of the 45^th Annual General Meeting until the conclusion of the 50^th Annual General Meeting of the Company to be held for the financial year 2029-30, for conducting secretarial audit for the period commencing from financial year 2025-26 till financial year 2029-30 subject to the approval of the members in the ensuing Annual General Meeting.

The Board of Directors, in consultation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors.

The Company has appointed M/s M R & Associates as the Secretarial Auditors for the Financial Year 2023-2024 and 2024-2025. Considering the evaluation ofthe past performance, experience and independence of M/s. M R & Associates and based on the recommendation of the Audit Committee, it is proposed to appoint M/s. M R & Associates as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 45^th Annual General Meeting till the conclusion of the 50^th Annual General Meeting of the Company in terms of the aforesaid provisions.

M/s M R & Associates is peer reviewed / Quality reviewed (Peer Review Certificate No.: 5598/2024) and is eligible to be appointed as Secretarial Auditors of the Company and are not disqualified in terms of Listing Regulations read with SEBI Circular dated December 31, 2024.

The proposed remuneration to be paid to M/s. M R & Associates, for the Financial Year 2025-26 is 1,50,000/- (Rupees One Lakh Fifty Thousand Only) (plus applicable taxes and reimbursement of out-of-pocket expenses). The Audit Committee and the Board is of the view that 1,50,000/- (Rupees One Lakh Fifty Thousand Only) (plus applicable taxes and reimbursement of out-of-pocket expenses) is reasonable audit fee considering the size and scale of the Company. The remuneration to be paid to the Secretarial Auditors for the remaining term i.e. from financial year 2026-27 to financial year 2029-30 (till the conclusion of the 50^th AGM of the Company to be held in the year 2030), shall be mutually agreed between the Board of Directors (on recommendation of the Audit Committee) and the Secretarial Auditors, from time to time.

The Board of Directors recommends the ordinary resolution as set out at item no.4 of the Notice for the approval of the Members.

None of the Directors, Key Managerial Personnel or their relatives are, financially or otherwise, concerned or interested in the said resolution.

Brief Profile of M/s. M R & Associates

CS Mohan Ram Goenka, Partner of M/s M R & Associates, Practising Company Secretaries is a Fellow Member of The Institute of Company Secretaries of India (ICSI]. Having good working experience and proficiency in all matters related to Company Law, SEBI and various other business laws and have command over compliance management with respect to statutory reporting and other statutory requirements.

Item No-5: Ratification of Remuneration of Cost Auditors for the Financial Year 2025-2026

In accordance with the provisions of Section 148 of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014 (the Rules), the Company is required to appoint a cost auditor to audit the cost records of the Company.

On the recommendation of the Audit Committee, the Board of Directors of the Company has approved the appointment of M/s K Das & Associates [Firm Registration No. 004404], Cost Accountants as the Cost Auditor of the Company for the financial year 2025-2026 at a remuneration of 75,000/- (Rupees Seventy Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurred, if any, in connection with the cost audit. The remuneration of the cost auditor is required to be ratified subsequently by the Members, in accordance with the provisions of the Act and Rule 14 of the Rules.

Accordingly, the Board of Directors of the Company recommends the resolution for ratification of the remuneration payable to the Cost Auditors for the financial year ending on 31^st March, 2026, by Members of the Company by way of an Ordinary Resolution.

None of the Directors, Key Managerial Personnel and their relatives are in any concerned or interested, financially or otherwise, in the proposed resolution.

Item No- 6: To consider and fix remuneration of Mr. Abhishek Jaiswal (DIN: 07936627), Whole Time Director and Chief Executive Officer for the remaining period of his current term from October 14, 2025 to October 13, 2027 Mr. Abhishek Jaiswal is a Whole Time Director and Chief Executive Officer of the Company. He holds a Bachelors of Engineering with Diploma in Business Management having vast experience of more than 30 years.

He has been associated with the Company since 1992 and is heading the operations division of the Company. His visionary guidance has been instrumental in driving Companys remarkable growth.

The Board of Directors at their meeting held on May 19, 2025, based on the recommendations of the Audit Committee and Nomination and Remuneration Committee, approved the

payment of existing remuneration to Mr. Abhishek Jaiswal (DIN: 07936627), Whole-Time Director and Chief Executive Officer of the Company for the remaining duration of two years of his current term i.e., from October 14, 2025 to October 13, 2027.

Mr. Abhishek Jaiswal has expertise, knowledge and business acumen required for managing the overall business of the Company and his appointment as Whole Time Director and Chief Executive Officer is beneficial for the Company given the paucity of experienced and skilled personnel. The existing remuneration proposed for Mr. Abhishek Jaiswal for the remaining duration of two years of his current term i.e., from October 14, 2025 to October 13, 2027 is commensurate with the industry and size of the Company.

The appointment and payment of remuneration to Mr. Abhishek Jaiswal shall be guided by the provisions of the Companies Act, 2013, on such emoluments as outlined below.

1. TENURE OF APPOINTMENT:

The appointment of Mr. Abhishek Jaiswal as a Whole Time Director and Chief Executive Officer is for a period of 5 years with effect from October 14, 2022 to October 13, 2027.

2. DUTIES AND RESPONSIBILITIES:

Mr. Abhishek Jaiswal, the Whole Time Director and Chief Executive Officer of the Company shall, subject to the provisions of the Companies Act, 2013, and overall superintendence and control of the Board of Directors of the Company, shall perform such duties and exercise such powers, as have been or may, from time to time, be entrusted to, or conferred on him, by the Board of Directors of the Company.

3. REMUNERATION:

(a) Basic Salary shall be 2,50,981/- per month w.e.f. October 14, 2025 and thereafter an increase of not exceeding 25 per cent every year as per the policy of the Company, subject to recommendation of the Audit Committee, Nomination and Remuneration Committee and approval of the Board of Directors.

(b) Minimum Remuneration - Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of tenure of Mr. Abhishek Jaiswal, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of basic salary and perquisites as specified above.

The Board of Directors is of the opinion that the above remuneration being paid / payable to Mr. Abhishek Jaiswal as Whole Time Director and Chief Executive Officer of the Company, is commensurate with his duties and responsibilities.

Notwithstanding the profits in any financial year, the Company shall pay the remuneration as mentioned above as the minimum remuneration.

The Board of Directors are of the opinion that the approval of remuneration for the remaining duration of two years of his current term i.e., from October 14, 2025 to October 13, 2027 is in the best interest of the Company and accordingly, recommend the resolutions as set out in Item No. 6 of the Notice for approval of the members.

Except Mr. Abhishek Jaiswal, none of the Directors, Key Managerial Personnel and their relatives are in any concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 7: To approve Material Related Party Transaction(s) with Jupiter Tatravagonka Railwheel Factory Private Limited (JTRFPL) (Formerly Bonatrans India Private Limited) Context and Statutory provisions:

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year exceeds 1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require prior approval of shareholders by means of an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arms length basis. Further, Regulation 2(1)(zc) of the Listing Regulations defines a Related Party Transaction (RPT) to include a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit any related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.

The listed entity shall provide the Audit Committee with the information as specified in the Industry Standards on "Minimum information to be provided for review of the Audit Committee and members for approval of a related party transaction", while placing any proposal for review and approval of an RPT.

In the above context, Resolution under Item no. 7 is placed for the approval of the Members of the Company. Further, for the purpose of calculating the total amount of proposed RPTs as a percentage of annual consolidated turnover of Jupiter Wagons Limited and/or annual standalone turnover of the subsidiary company (as applicable) as of the immediately preceding financial year, we have considered FY 2024-2025 as the preceding financial year.

Background, details and benefits of the transaction:

Jupiter Tatravagonka Railwheel Factory Private Limited (JTRFPL) is an unlisted subsidiary of Jupiter Wagons Limited

(Company) engaged in the business of manufacturing, designing and producing the highest-quality wheelsets and their parts for all types of rolling stock, high-speed and mainline trains, metro, and freight wagons.

JTRFPL was acquired by the Company in March, 2024 in order to meet the captive requirement of wheelset for the Company and cater to evolving demand in domestic and international market. At present, Jupiter Wagons Limited holds 97.79% stake in JTRFPL.

Both JTRFPL and the Company are engaged in the same line of business and intend to harness the potential benefits arising out of business synergies, integration of operations, and alignment of systems and processes. Over the past financial years, the Company has entered into multiple business transactions with JTRFPL, including the purchase of wheelsets, wheels, and associated components, thereby fostering a strategic and operational partnership between the two entities.

In order to strengthen this relationship and support the longterm growth strategy of JTRFPL, the Company intends to make further investments in the securities of JTRFPL. These investments are proposed with the objective of:

• Optimising the capital and funding structure of

JTRFPL through infusion of long-term equity;

• Enabling execution of planned capital expenditure (CAPEX) towards expansion, modernization, and capacity enhancement initiatives;

• Meeting the increased working capital requirements

arising out of scale and business growth;

• Consolidating operational synergies to improve cost efficiencies, supply chain reliability, and product integration;

• And enhancing shareholder value through strategic alignment of investments within the group structure.

Therefore, the Company seeks members approval for the following related party transactions to be executed in a financial year:

Sl. No.	Nature of Transaction	Amount (?)
1.	Investment in Securities	an aggregate value up to ? 600
	of JTRFPL.	crores in a financial year

Further, the Management has provided to the Audit Committee and Board of Directors of the Company with the relevant details of the proposed RPTs including rationale, material terms and basis of pricing and information as specified in the Industry Standards on "Minimum information to be provided for review of the Audit Committee and members for approval of a related party transaction".

The Audit Committee and the Board of Directors of the Company has granted approval for Investment in Securities of JTRFPL for an aggregate value up to 600 crores in a financial year subject to the approval of the Shareholders.

The Audit Committee of the Company reviews on a quarterly basis, the details of all related party transactions entered into by the Company during the previous quarter, pursuant to its approvals.

Details of the proposed transactions with JTRFPL being a related party of the Company, including the information pursuant to the SEBI master circular no SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are as follows:

Description		Details
Details of Summary of information as specified in the Industry Standards on "Minimum information to be provided by the Management for review to the Audit Committee and Shareholders."
a. Type, Material Terms and particulars of the proposed transaction		Type: Investment in Securities of JTRFPL Material Terms of the proposed transaction: • Issue Share Price is ? 50/-per share (inclusive of premium ? 40/- per share) • Issue of shares is in consideration for cash • The issued equity shares shall rank pari passu in all respects including dividend with the existing equity shares of the Company. • Any other terms, if any, as suggested by the Audit Committee. Particulars of the proposed transaction: To provide long-term equity capital for meeting the CAPEX requirements towards expansion plan of JTRFPL and its working capital requirement.
b. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);		Jupiter Tatravagonka Railwheel Factory Private Limited (JTRFPL) JTRFPL is unlisted subsidiary company of Jupiter Wagons Limited. JTRFPL is covered under Section 2(76) of the Companies Act, 2013 and Regulation 2(1) (zb) of the Listing Regulations.
Description Details
c. Name of the director or key managerial personnel who is related, if any.	Mr. Vikash Lohia, Deputy Managing Director, Mr. Navin Nayar and Mrs. Madhuchhanda Chatterjee, Independent Directors are on the Board of both, the Company and JTRFPL. Mr. Vivek Lohia, Managing Director of Jupiter Wagons Limited is brother of Mr. Vikash Lohia.
d. Nature, material terms, monetary value and particulars of contracts or arrangements	Both JTRFPL and the Company operate in the same line of business and aim to leverage the synergies arising from business integration, streamlined processes, and aligned systems. The Company has engaged in various transactions with JTRFPL in the past financial years, including the purchase of wheelsets, wheels, and related components. Considering the underlying objective of optimising the funding structure in JTRFPL by way of long-term equity support and meeting the CAPEX requirements towards expansion plan of JTRFPL and its working capital requirement, the Company proposes to make further investment in Securities of JTRFPL.
e. Tenure of the proposed transaction	1 year commencing from 26th September, 2025
f. Value of proposed transaction	An aggregate value up to 600 crores in a financial year
g. Percentage of annual consolidated turnover of Jupiter Wagons Limited considering FY2024-25 as the immediately preceding financial year	12%-18%(approximately)
h Justification for the transaction	Optimising the funding structure in JTRFPL by way of long-term equity support and meeting the capex requirements towards expansion plan of JTRFPL.
i Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:
(i) details of the source of funds in connection with the proposed transaction	Not Applicable
(ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments - nature of indebtedness; - cost of funds; and - tenure
(iii) a pplicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security
(iv)the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT
j. Percentage of the JTRFPL annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis
k. Whether the RPTs proposed to be entered into are:	Certificate received from the KMP and from promoter directors of the Company w.r.t. RPT.
(i) not prejudicial to the interest of public shareholders, and
(ii) going to be carried out on the same terms and conditions as would be applicable to any party who is not a related party
l. Any other information that may be relevant	All important information forms part of the Statement setting out Material Facts pursuant to Section 102(1) of the Companies Act, 2013 which have been mentioned in the foregoing paragraph.

Minimum Information to be provided for review of the Audit Committee and Shareholders for Approval of RPTs required as per SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/18 dated February 14, 2025 and is enclosed as Annexure A

The Members may note that in terms of the provisions of the Listing Regulations, the related parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve Resolution under Item No. 7.

The Board, therefore, recommends the Ordinary Resolution, as set out in this Item No. 7 of the Notice for approval of the members.

Except above, none of the Directors, Key Managerial Personnel of the Company or their respective relatives is in anyway, concerned or interested, either directly or indirectly in passing of the said resolution, save and except to the extent of their respective interest as shareholders of the Company.

AS REQUIRED UNDER LISTING REGULATIONS AND SECRETARIAL STANDARDS-2 ON GENERAL MEETINGS, THE RELEVANT DETAILS IN RESPECT OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT UNDER ITEM NOS. 3 & 6 OF THIS NOTICE ARE AS BELOW:

BRIEF PROFILE OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT/FIXATION OF REMUNERATION:

Name of the Director		Mr. Vivek Lohia		Mr. Abhishek Jaiswal
DIN		00574035		07936627
Date of Birth and Age		24th February, 1974 / 51 years		25th June, 1969/56 years
Qualification		He is a Graduate from Wharton Business School, USA.		Bachelor of Engineer, Production Branch, Diploma in Business Management
Experience / expertise in specific functional areas		Mr. Lohia brings with him over two decades of expertise in transportation, logistics strategy, and rail transport management. A Wharton Business School graduate, he has led Jupiter Wagons to become a leading provider of comprehensive mobility solutions in India. Mr. Lohia holds key leadership roles including Chairman of the National Council of Railways at ASSOCHAM and Co-Chair of the FICCI Transport Infrastructure Committee. He also serves as the Honorary Consul of the Slovak Republic, fostering international collaboration.		He has vast experience of 30 years in setting and executing the organisations strategy, allocating capital, building and overseeing the executive team.
Skills and capabilities required for the role and the manner in which the proposed Independent Director meets such requirements		Not Applicable		Not Applicable
Date of first appointment on the Board		25/03/2021		14/10/2017 as Whole Time Director
Number of equity shares held in the Company		77,96,540		NIL
Terms and condition of appointment/re-appointment		Appointed as Managing Director, liable to retire by rotation		Appointed as Whole Time Director & C.E.O., liable to retire by rotation at remuneration
Remuneration to be paid		In terms of the Special Resolution passed by the shareholders vide Postal Ballot dated 30th August 2022.		In terms of the Special Resolution passed by the shareholders vide resolution dated 28th September, 2022.
Recognition or awards		Member of Federation of Indian Chambers of Commerce & Industry (FICCI) , ASSOCHAM and The Confederation of Indian Industry(CII)		NIL
Name of the Director	Mr. Vivek Lohia		Mr. Abhishek Jaiswal
Job Profile and his suitability	Mr. Vivek Lohia is responsible for the entire finance function and establishing management relationship with the customers which is of paramount importance and will help the Company to grow faster.		Mr. Jaiswal is production head and responsible for Planning and execution of production, as Operational manger responsibility for developmental jobs and Quality addition to the profile. As unit head responsible for complete performance of the unit and as group operational head took the Commercial vehicle business to the new height and expanded the group operations
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person	Remuneration being given is at par with industry level and size of the company. Mr. Vivek Lohia is a graduate from prestigious foreign university and is instrumental in the overall growth of the company. The company expects to achieve new heights under his guidance. Other alumni from similar reputed university command even better remuneration.		Remuneration being given is at par with industry level and size of the company.
Remuneration/Sitting Fees last drawn	607.67 Lakhs for the Financial Year 2024-2025.		68.66 Lakhs for the Financial Year 2024-2025.
No. of the Board meeting attended during the financial year 20242025	Total out of 9 Board Meetings, Mr. Vivek Lohia attended 7 Board Meetings.		Total out of 9 Board Meetings, Mr. Abhishek Jaiswal attended 9 Board Meetings.
Relationship with other Directors, Manager, KMP of the company	Brother of Mr. Vikash Lohia, Deputy Managing Director		NIL
Board membership of other Companies as on 31st March, 2025 (Listed / Unlisted)	• Jwl Kovis (India) Private Limited • Jwl Talegria (India) Private Limited		NIL
Membership/Chairmanship of Committees of the Board of Directors of other Companies as on 31st March, 2025	NIL		NIL
Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any	He was appointed as Managing Director (Promoter/Executive) w.e.f. 30th May, 2022 and drawing remuneration. He is brother of Mr. Vikash Lohia who now re-designated as Deputy Managing DIrector, has been appointed as a Whole Time Director (Promoter Executive Director) w.e.f. 30th May, 2022		Except for receiving remuneration as Whole-time Director and Chief Executive Officer, he does not have any pecuniary relationship directly or indirectly with the company or the managerial personnel of the Company.
Date of Appointment & term of Appointment	He has been appointed as Managing Director (Promoter/Executive) w.e.f. 30th May, 2022 and drawing remuneration for 5 consecutive years.		He was appointed as Whole-time Director of the Company w.e.f. 14th October 2022 to 13th October 2027 (5 Years) Remuneration was approved for three years, i.e. 14th October 2022 to 13th October 2025 By the present resolution, his remuneration is being approved for his remaining tenure of appointment.
Listed entities from which resigned in the past three years	NIL		NIL

General Information

Nature of Industry					Engineering
Date or expected date of commencement of commercial product					The Company had commenced commercial operations way back in September, 1979
Financial Performance based on given indicators					The financial performance of the company has been better than the industry average.
Foreign Investment or collaborations, if any.					No
S. No.		Particulars of the information				Information provided by the management
A. Details of the related party and transactions with the related party
A(1]		. Basic details of the related party
1.		Name of the related party				Jupiter Tatravagonka Railwheel Factory Private Limited*
2.		Country of incorporation of the related party				India
3.		Nature of business of the related party				Manufacturing, designing and producing the highest- quality wheels, axles and wheelsets and their parts for all types of rolling stock, high-speed and mainline trains, metro, and freight wagons
A(2]		. Relationship and ownership of the related party
4.		Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party.				Jupiter Tatravagonka Railwheel Factory Private Limited is an unlisted subsidiary of Jupiter Wagons Limited.
5.		Shareholding or contribution % or profit & loss sharing % of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party.				Jupiter Wagons Limited holds 97.79% Equity Shares in Jupiter Tatravagonka Railwheel Factory Private Limited.
		Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity or subsidiary has control.
6.		Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary).				Nil
		Explanation: Indirect shareholding shall mean shareholding held through any person, over which the related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered.
A(3). Financial performance of the related party
7.		Standalone turnover of the related party for each of the last three financial years:
		FY 2024-25				333.12 Crores
		FY 2023-24				163.78 Crores
		FY 2022-23				63.49 Crores
8.		Standalone net worth of the related party for each of the last three financial years:
		FY 2024-25				611.93 Crores
		FY 2023-24				108.09 Crores
		FY 2022-23				18.60 Crores
9.		Standalone net profits of the related party for each of the last three financial years:
		FY 2024-25				44.42 Crores
		FY 2023-24				( 10.55 Crores)
		FY 2022-23				( 10.76 Crores)
S. No.			Particulars of the information			Information provided by the management
A(4)			. Details of previous transactions with the related party
10.			Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during each of the last three financial years.
			FY 2024-25
			S.N.	Nature of Transaction			Amount (in )
			1	Purchase and sale of goods, rendering and receiving of services			240.93 Crores
			2	Investments in Securities			460.00 Crores
			FY 2023-24
			S.N.	Nature of Transaction			Amount (in )
			1	Purchase and sale of goods, rendering and receiving of services and Investment in Securities			6.55 Crores
			FY 2022-23
			S.N.	Nature of Transaction			Amount (in )
			NIL
11.			Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the current financial year (till the date of approval of the Audit Committee / shareholders) as on June 30, 2025.			80.63 Crores
12.			Whether prior approval of Audit Committee has been taken for the above mentioned transactions?			Yes
13.			Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last three financial years.			No
A(5]			. Amount of the proposed transactions (All types of transactions taken together)
14			Total amount of all the proposed transactions being placed for approval in the current meeting.			600 Crores in a financial year
15.			Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year is material RPT in terms of Para 1(1) of these Standards?			Yes
16.			Value of the proposed transactions as a percentage of the listed entitys annual consolidated turnover for the immediately preceding financial year			15.14 %
17.			Value of the proposed transactions as a percentage of subsidiarys annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary, and where the listed entity is not a party to the transaction)			Not Applicable
18.			Value of the proposed transactions as a percentage of the related partys annual standalone turnover for the immediately preceding financial year.			180.11%
S. No.	Particulars of the information					Information provided by the management
B. Details for specific transactions
B(4)	. Additional details for proposed transactions relating to any investment made by the listed entity or its subsidiary
1.	Source of funds in connection with the proposed transaction.					Internal accruals of the Company
2.	Purpose for which funds shall be utilized by the investee company					Towards capital expenditure and working capital requirement for the expansion plan of JTRFPL.
3.	Where any financial indebtedness is incurred to make investment, specify the following:
	a. Nature of indebtedness					Not Applicable
	b. Total cost of borrowing
	c. Tenure
	d. Other details
4.	Material covenants of the proposed transaction					Not Applicable
5.	Latest credit rating of the related party (other than structured obligation rating (SO rating) and credit enhancement rating (CE rating))					Not Applicable
6.	Expected annualised returns					Not Applicable
7.	Returns on past investments in the related party over the last					FY 2024-25 - 12%
	three financial years					FY 2023-24 - (0.09%)
						FY 2022-23 - (0.09%)
8.	Details of asset-liability mismatch position, if any, post investment					Not Applicable
9.	Whether any regulatory approval is required. If yes, whether the same has been obtained.					Not Applicable

*JTRFPL became the subsidiary of the company w.e.f. March 20, 2024.

Note:

The Management has provided the Audit Committee with relevant details of the proposed Material Related Party Transactions, in accordance with the SEBI Master Circular. The Independent Members of Audit Committee, after reviewing all necessary information, has granted its approval for entering into the abovementioned Material Related Party Transactions in its meeting held on August 12, 2025. The Audit Committee has noted that the said transaction(s) will be at an arms length basis and will be in the ordinary course of business.