Jupiter Wagons Ltd Directors Report

Dear Members,

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

FINANCIAL HIGHLIGHTS

	Standalone	Consolidated
Particulars	Year ended 31-Mar-26	Year ended 31-Mar-25	Year ended 31-Mar-26	Year ended 31-Mar-25
	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales
Revenue from operation	2,53,914.83	-	3,87,062.50	-	2,91,570.31	-	3,96,327.95	-
Expenditure
Raw material cost and change in inventory	1,86,160.58	73.32%	2,96,458.44	76.59%	2,09,387.14	71.81%	2,97,584.18	75.09%
Employee benefit expense	6,470.31	2.55%	5,853.62	1.51%	9,683.47	3.32%	7,663.51	1.93%
Operating and other expense	31,333.66	12.34%	29,960.42	7.74%	36,238.77	12.43%	33,327.64	8.41%
Operating profit (EBIDTA)	29,950.28	11.80%	54,790.02	14.16%	36,260.93	12.44%	57,752.62	14.57%
Depreciation and amortization	3,538.81	1.39%	3,070.33	0.79%	6,709.22	2.30%	5,363.93	1.35%
Finance cost	5,630.34	2.22%	5,310.12	1.37%	6,950.12	2.38%	6,042.47	1.52%
Other income	3,816.63	1.50%	3,424.17	0.88%	4,566.18	1.57%	4,435.65	1.12%
Profit/ (loss) before tax and exceptional items and share in net profit/(loss) of joint ventures and tax	24,597.76	9.69%	49,833.74	12.87%	27,167.77	9.32%	50,781.87	12.81%
Exceptional items - Gain net	-	-	-	-	(1,781.57)	-0.61%	-	-
Share in profit /(loss) of Joint Ventures	-	-			(886.18)	-0.30%	-1,191.53	-0.30%
Profit/ (loss) before tax	24,597.76	9.69%	49,833.74	12.87%	24,500.02	8.40%	49,590.34	12.51%

*Figures for the previous year have been regrouped/re-classified to conform the figures of the current year.

FINANCIAL PERFORMANCE AT GLANCE

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

a) Consolidated operations

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

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

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

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

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

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

b) Standalone operations

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES	CATEGORY
1. Jupiter Tatravagonka Railwheel Factory Private Limited	Material Subsidiary
2. Jupiter Electric Mobility Private Limited	Subsidiary
3. Stone India Limited	Subsidiary
4. Habitation Realestate LLP	Subsidiary
5. JWL Kovis (India) Private Limited	Joint Venture
6. JWL Dako-CZ (India) Private Limited	Joint Venture
7. JWL Talegria (India) Private Limited	Joint Venture

OPERATIONAL PERFORMANCE

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

In accordance with the provisions of section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of each of the subsidiaries/ associates/joint venture companies of the Company, in the prescribed Form AOC-1, is given in Annexure- A to this Report.

The said Form AOC-1 also highlights the performance and financial position of each of the subsidiaries/associates/ joint venture companies and their contribution to the overall performance of the Company are included in the Consolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing, inter-alia, the audited standalone and consolidated financial statements, has been placed on the website of the Company and can be accessed at the link: https:// jupiterwagons.com/investors/#tab-14403.

MATERIAL SUBSIDIARY

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

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

DIVIDEND DISTRIBUTION POLICY

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

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

DIVIDENDS

For the Financial Year 2025-26, the Board of Directors of the Company declared an interim dividend of ^1.00 per equity share, representing 10% of the face value of ^10/- each. The said interim dividend was duly paid to the eligible shareholders. In accordance with the prevailing provisions of the Income Tax Act, 1961, dividend income is taxable in the hands of the shareholders. Accordingly, the Company deducted tax at source on the dividend amount at the applicable rates prescribed under the Act.

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

TRANSFER TO RESERVES

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

CHANGES IN SHARE CAPITAL Authorised Share Capital

During the year under review, there is no change in the authorised share capital of the Company. The authorised share capital of the Company as on 31^st March, 2026 and as on the date of this Report is ^ 476,85,00,000 divided into 47,68,50,000 equity shares of ^ 10/- each.

Paid up Share Capital

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

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

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

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

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

INVESTMENT IN SUBSIDIARIES

During the year under review, the Company has made the following investments in its subsidiaries.

Name of the Subsidiaries	Type of Shares	No. of Share	Investment (Amount in )
1. Jupiter Tatravagonka Railwheel Factory Private Limited	Equity Shares	3,93,68,373	1,02,35,77,698
2. Jupiter Electric Mobility Private Limited	0.01% Cumulative Optionally Redeemable Convertible Preference Shares	16,38,000	16,38,00,000
3. Stone India Limited	0.01% Cumulative Optionally Redeemable Convertible Preference Shares	95,00,000	23,75,00,000

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH QUALIFIED INSTITUTIONS PLACEMENT ISSUE OF EQUITY SHARES AND PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

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

DIRECTORS AND KMP(s)

As on 31^st March, 2026, the composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive Director, Non-Executive Directors and Independent Directors.

The profile of all the Directors can be accessed on the Companys website at www.iupiterwagons.com.

The Board of Directors comprises of following directors as on 31^st March, 2026:

Name of the Member	Category
1. Mr. Vivek Lohia	Managing Director
2. Mr. Vikash Lohia	Deputy Managing Director
3. Mrs. Madhuchhanda Chatterjee	Non-Executive Independent Director
4. Mr. Ganesan Raghuram	Non-Executive Independent Director
5. Mr. Santanu Ray*	Non-Executive Independent Director
6. Mr. Avinash Gupta	Non-Executive Independent Director
7. Mr. Mark Damian Stevenson#	Non-Executive Director
8. Mr. Navin Nayar	Non-Executive Independent Director
9. Mr. Swapan Kumar Chaudhury	Whole Time Director
10. Mr. Abhishek Jaiswal	Whole time Director & Chief Executive Officer

* Mr. Santanu Ray ceased to be Independent Director of the Company, effective from 18^th April, 2026, due to his sad demise.

#Mr. Mark Damian Stevenson was appointed as a Non-Executive Director of the Company with effect from 15^th December, 2025.

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

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

KEY MANAGERIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are: Mr. Vivek Lohia, Managing Director, Mr. Vikash Lohia, Deputy Managing Director, Mr. Abhishek Jaiswal, Whole Time Director and Chief Executive Officer, Mr. Swapan Kumar Chaudhury, Whole Time Director, Mr. Sanjiv Keshri, Chief Financial Officer (upto 15^th July, 2025), Mr. Vinod Agarwal, Chief Financial Officer (w.e.f. 24^th September, 2025) and Mr. Ritesh Kumar Singh, Company Secretary.

APPOINTMENT /RE-APPOINTMENT OF DIRECTORS

Pursuant to the recommendations of the Nomination and Remuneration Committee and provisions of the Companies Act, 2013 read with Schedule IV and the Rules made thereunder and Listing Regulations, Mr. Mark Damian Stevenson (DIN: 11089244) appointed as Non Independent Non-Executive Director w.e.f. 15^th December, 2025, liable to retire by rotation. The said appointment was approved by the shareholders of the Company vide special resolution dated 21^st February, 2026, passed through postal ballot by remote e-voting.

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

RETIREMENT BY ROTATION

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

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

CESSATION

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

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

NUMBER OF BOARD & COMMITTEE MEETINGS

During the year, 7 (Seven) Board Meetings were convened and held. Additionally, several Committee Meetings were also held. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report forms part of this Annual Report.

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

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

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

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

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

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

BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on significant developments in the regulatory, legal and business environment affecting the Company. Periodic presentations and updates are made to the Directors on matters relating to the Companys operations, industry developments, business strategy, risk management framework, corporate governance practices and changes in applicable laws and regulations. The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https://iupiterwagons.com/wp-content/ uploads/2026/09/Familiarization-Program-for-Independent- Directors.pdf

INDEPENDENT DIRECTORS MEETING

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

BOARD EVALUATION

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

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

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

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

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

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

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

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

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

- Effectiveness of deliberations and process management;

- Culture and dynamics within the Board/Committees; and

- Quality of relationship between the Board and the Management.

The evaluation process reaffirmed the Boards confidence in the Companys ethical governance framework, the resilience demonstrated by the Board and Management during challenging periods and the constructive and collaborative dynamics among Board Members. It also highlighted the Managements openness in sharing strategic inputs, enabling the Board to effectively discharge its oversight responsibilities and fiduciary duties.

BOARD DIVERSITY

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

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

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

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

MANAGERIAL REMUNERATION

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

COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE RECOMMENDATIONS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profit or loss of the Company for the year ended on that date;

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

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

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

The Companys internal financial controls over financial reporting were assessed and found to be operating effectively as of 31^st March, 2026, thereby ensuring the orderly and efficient conduct of its business operations and the reliability of financial reporting.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

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

DEPOSITS AND ITS COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

The Company has not accepted any public deposits during the Financial Year ended 31^st March, 2026 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet. Since the Company has not accepted any deposits during the Financial Year ended 31^st March, 2026, there has been no non-compliance with the requirements of the Act.

ANNUAL RETURN

Pursuant to the provisions of section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company as on 31^st March, 2026 is available on the Companys website and can be accessed at the link: https:// jupiterwagons.com/wp-content/uploads/2026/09/Draft-MGT- 7-for-FY-2025-26.pdf

CORPORATE GOVERNANCE

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

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

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

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

In compliance with the Listing Regulations, the Corporate Governance Report, along with a certificate from a Practicing Company Secretary certifying compliance with the conditions of corporate governance, forms an integral part of this Annual Report.

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

COMPLIANCE MANAGEMENT FRAMEWORK

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

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

LOANS, INVESTMENTS AND GUARANTEES

Details of loans, investments and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes forming part of the financial statements for the Financial Year ended 31^st March 2026.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

The RPTs that attracted the provisions of Section 188 of the Companies Act, 2013 and those defined under Regulation 23 of the Listing Regulations have been disclosed in Note No. 46 of the Audited Financial Statements forming part of this Annual Report. Members are requested to refer to the said note for further details.

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

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

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

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

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

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

Further, no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any bank or financial institution during FY 2025-26.

CREDIT RATING

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

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

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

A detailed status of the Credit Ratings on various facilities including Bank Loans and Working Capital are provided in the Corporate Governance Report forms part of this Annual Report.

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

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

INSURANCE

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

NOMINATION AND REMUNERATION POLICY

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

In compliance with the requirements of Section 13S of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as on 31^st March, 2026, the Corporate Social Responsibility Committee comprises of Mr. Navin Nayar (Chairman), Mr. Santanu Ray (Member) and Mr. Abhishek Jaiswal (Member). The Annual Report on Corporate Social Responsibility activities, as required under Section 134 and 13S of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy)

Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the expenditure on CSR activities is given in the Annexure-E to this Report.

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

HUMAN RESOURCES

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

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

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

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

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

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

Odisha - Local Talent & Community Development: Our

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

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

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

PARTICULARS OF EMPLOYEES

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

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

The statement containing employees remuneration as required under Section 197 of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available during 21 days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at cs@jupiterwagons.com. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary stating their DPID & Client ID.

AUDITORS

The financial statements of the Company for the year ended 31^st March, 2026 have been prepared and disclosed as per Schedule III of the Companies Act, 2013. The annexed financial statements also comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

STATUTORY AUDITORS & THEIR REPORT

The Members of the Company at the 45^th Annual General Meeting held on 25^th September, 2025, appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/N500013), as the Statutory Auditors of the Company for a second term of five years, commencing from the conclusion of the 45^th AGM until the conclusion of the 50^th AGM, in accordance with the provisions of Section 139(1) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014. The remuneration paid to M/s. Walker Chandiok & Co LLP for the financial year 2025-26 is disclosed in the Financial Statements, which form part of the Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS & THEIR REPORT

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

The Board of Directors of the Company has on recommendation of the Audit Committee approved the appointment of M/s. K Das & Associates (Firm registration No. 004404) and remuneration payable to the Cost Auditor for the year ending 31^st March, 2027 subject to ratification of their remuneration by the Members at the AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice of the 46^th AGM.

SECRETARIAL AUDITORS & THEIR REPORT

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

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

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026 is given in Annexure-F(l) to this Report. In addition to the above and pursuant to SEBI circular dated 8^th February 2019, a report on secretarial compliance by M/s M R & Associates for the year ended 31^st March, 2026 is being submitted to stock exchanges.

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

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

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

The management response to the above is given hereunder:

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

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

M/s. M R & Associates, Practicing Company Secretary, has confirmed that the firm is not disqualified to be appointed as a

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

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANY

M/s. Rakesh Agrawal & Co., Practising Company Secretaries, had undertaken the Secretarial Audit of the Companys material subsidiary, Jupiter Tatravagonka Railwheel Factory Private Limited, for the financial year 2025-26. The Secretarial Audit report confirms that the material subsidiary has complied with the provisions of the Companies Act, Rules, Regulations and Guidelines as applicable and that there were no deviations or non-compliance. As required under Regulation 24A of the Listing Regulations, the report of the Secretarial Audit is annexed as Annexure-F(2) to this report.

INTERNAL AUDITORS

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

SECRETARIAL STANDARDS

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

AUDIT COMMITTEE

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

Name of the Director	Chairperson /Member	Category
i. Mr. Navin Nayar	Chairperson	Non-Executive Independent Director
ii Mr. Santanu Ray#	Member	Non-Executive Independent Director
iii Mr. Ganesan Raghuram	Member	Non-Executive Independent Director
iv. Mr. Abhishek Jaiswal	Member	Whole Time Director & CEO

# Mr. Santanu Ray ceased to be Independent Director of the Company, effective from 18^th April, 2026, upon his sad demise.

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

NOMINATION AND REMUNERATION COMMITTEE

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

Name of the Director	Chairperson /Member	Category
i. Mr. Santanu Ray#	Chairperson	Non-Executive Independent Director
ii Mr. Navin Nayar	Member	Non-Executive Independent Director
iii. Mrs. Madhuchhanda Chatterjee	Member	Non-Executive Independent Director

# Mr. Santanu Ray ceased to be Independent Director of the Company, effective from 18^th April, 2026, upon his sad demise.

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Name of the Director	Chairperson /Member	Category
i. Mr. Navin Nayar	Chairperson	Non-Executive Independent Director
ii Mr. Ganesan Raghuram	Member	Non-Executive Independent Director
iii. Mr. Abhishek Jaiswal	Member	Whole Time Director & CEO

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

RISK MANAGEMENT COMMITTEE

As on 31^st March, 2026, the composition of the Risk Management Committee were as follow:

Name of the Director	Chairperson /Member	Category
i. Mr. Santanu Ray#	Chairperson	Non-Executive Independent Director
ii Mr. Navin Nayar	Member	Non-Executive Independent Director
iii Mr. Ganesan Raghuram	Member	Non-Executive Independent Director
iv. Mr. Abhishek Jaiswal	Member	Whole Time Director & CEO

#Mr. Santanu Ray ceased to be Independent Director of the Company, effective from 18^th April, 2026, upon his sad demise.

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

COMMITTEE OF DIRECTORS

As on 31^st March, 2026, the composition of the Committee of Directors were as follow:-

Name of the Director	Chairperson /Member	Category
i. Mrs. Madhuchhanda Chatterjee	Chairperson	Non-Executive Independent Director
ii Mr. Vikash Lohia	Member	Deputy Managing Director
iii. Mr. Swapan Kumar Chaudhury	Member	Whole Time Director

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

FUND RAISING COMMITTEE

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

Name of the Director	Chairperson /Member	Category
i. Mrs. Madhuchhanda Chatterjee	Chairperson	Non-Executive Independent Director
ii Mr. Vikash Lohia	Member	Deputy Managing Director
iii Mr. Swapan Kumar Chaudhury	Member	Whole Time Director

RISK MANAGEMENT POLICY

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

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy / Vigil Mechanism in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations for Directors, employees and other persons associated with the Company to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct or policies. It ensures that such disclosures are made in a responsible and secure manner, with the assurance of maintaining confidentiality.

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

AUDITORS CERTIFICATES

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

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company stays committed to fostering a safe, respectful and inclusive workplace for its employees. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (the POSH Act)

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

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

MATERNITY BENEFIT ACT, 1961

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

OTHER DISCLOSURES

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

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

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

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

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

ACKNOWLEDGEMENTS

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