Directors Report of Jupiter Wagons Ltd.

Mar 31, 2025

The Directors are pleased to present herewith the 45^th Annual Report of the Company (''JWL'') together with the Audited Financial
Statements for the financial year ended 31^st March 2025.

FINANCIAL PERFORMANCE

Particulars	Standalone				Consolidated
	Year ended 31 March 2025		Year ended 31 March 2024		Year ended 31 March 2025		Year ended 31 March 2024
	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales
Revenue from operation	3,87,062.50	-	3,64,125.30	-	3,96,327.95	-	3,64,373.33	-
Expenditure
Raw material cost and change in inventory	2,96,458.44	76.59%	2,82,837.31	77.68%	2,97,584.18	75.09%	2,82,899.71	77.64%
Employee benefit expense	5,853.62	1.51%	5,079.23	1.39%	7663.51	1.93%	5,141.30	1.41%
Operating and other expense	29,960.42	7.74%	27,105.95	7.44%	33,327.64	8.41%	27,407.50	7.52%
Operating profit (EBIDTA)	54,790.02	14.15%	49,102.81	13.49%	57,752.62	14.57%	48,924.82	13.43%
Depreciation and amortization	3,070.33	0.79%	2,752.58	0.76%	5,363.93	1.35%	2,815.86	0.77%
Finance cost	5,310.12	1.37%	4,080.61	1.12%	6,042.47	1.52%	4,100.25	1.13%
Other income	3,424.17	0.88%	2,098.83	0.58%	4,435.65	1.12%	2,454.58	0.67%
Profit/ (loss) before tax and exceptional items and share in net profit/(loss) of joint ventures and tax	49,833.74	12.87%	44,368.45	12.18%	50,781.87	12.81%	44,463.29	12.20%
Exceptional items - Gain net	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Share in profit /(loss) of Joint Ventures	-	-	-	-	(1,191.53)	(0.30%)	(272.60)	(0.07%)
Profit/ (loss) before tax	49,833.74	12.87%	44,368.45	12.18%	49,590.34	12.51%	44,190.69	12.13%

FINANCIAL PERFORMANCE AT GLANCE

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, a growth of 6.3%, driven primarily on
account of growth in sales of Railway Wagons.

b) Employee cost and other operating expenses increased
as compared to previous year, mainly on volume growth
and in line with increase in sales volume.

c) Consequent to above, the operating profit in terms of % to
revenue increased to 14.15% from 13.49% in the previous
year, mainly on account of improvement in gross margin
driven by backward integration.

d) Finance cost has increased by ^1,229.51 lakh as compared
to the previous year which mainly attributable to
increased working capital requirement and investment
in plant and machinery and equity investments in JVs and
subsidiaries.

OPERATIONAL PERFORMANCE

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company has the following 4(Four) Subsidiary Companies/LLP and 3 (three) Joint Venture Companies

Sl. No.	SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES	CATEGORY
1	Jupiter Electric Mobility Private Limited	Subsidiary
2	Jupiter Tatravagonka Railwheel Factory 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

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://iupiterwagons.com/investors/#tab-14403.

Material Subsidiary

As on 31^st March, 2025, the Company had one unlisted material
subsidiary, i.e. Jupiter Tatravagonka Railwheel Factory Private
Limited. The Company has formulated a policy for determining
material subsidiaries. The policy is available at website of the
Company at the link: JWL - Policy for Detemining Material
Subsidiaries

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

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 2024-2025.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL PERFORMANCE OF
THE COMPANY

There have been no material changes and commitments
affecting the financial performance of the Company which
have occurred during the end of the Financial Year of the
Company to which the financial statements relate and the date
of the report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A ofthe Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has
formulated and adopted the Dividend Distribution Policy.

The policy is available at website of the Company at the link:
JWL-Dividend-Distribution-Policy.pdf (jupiterwagons.com)

DIVIDENDS

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

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

TRANSFER TO RESERVES

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

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, 2025 and as on the
date of this Report is '' 476,85,00,000 divided into 47,68,50,000
equity shares of '' 10/- each.

Paid up Share Capital

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

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

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

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

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

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

DETAILS OF UTILIZATION OF 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)

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

Sr. No.	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. Avinash Gupta	Non-Executive Independent Director
6.	Mr. Santanu Ray	Non-Executive Independent Director
7.	Mr. Navin Nayar	Non-Executive Independent Director
8.	Mr. Swapan Kumar Chaudhury	Whole Time Director
9.	Mr. Abhishek Jaiswal	Whole time Director & Chief Executive Officer

KEY MANAGARIAL 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 (w.e.f. 13^th July, 2024),
Mr. Asim Ranjan Dasgupta, Whole Time Director (upto 12^th July,
2024), Mr. Sanjiv Keshri, Chief Financial Officer and Mr. Ritesh
Kumar Singh, Company Secretary.

DIRECTORS

Appointment /Re-Appointment of Directors

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

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

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

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

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

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

Cessation:

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

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

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

NUMBER OF BOARD & COMMITTEE MEETINGS

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

BOARD FAMILIARISATION AND TRAINING
PROGRAMME

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

are put up on the website of the Company at the link: https://
jupiterwagons.com/wp-content/uploads/2024/08/JWL-
Familiarization-Program-for-Independent-Directors-of-
Jupiter-Wagons-Limited.pdf

INDEPENDENT DIRECTORS'' MEETING

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

BOARD EVALUATION

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

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

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

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

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

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

¦ Effectiveness of deliberations and process management;

¦ Culture and dynamics within the Board/Committees;

¦ Quality of relationship between the Board and the
Management.

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

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

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

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

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.

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

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

MANAGERIAL REMUNERATION

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

COMMITTEES OF THE BOARD

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

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 of the
Companies Act, 2013, the Directors state that:

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

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

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

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

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

The Company’s internal financial controls over financial
reporting were assessed and found to be operating effectively
as of 31^st March, 2025, thereby ensuring the orderly and

efficient conduct of its business operations and the reliability
of financial reporting.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB SECTION (12) OF
SECTION 143 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 there under.

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

EXTRACT OF THE ANNUAL RETURN

In term of 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 Annual
Return of the Company as on 31^st March, 2025 is available on
Company website and can be accessed at the link: https://
jupiterwagons.com/wp-content/uploads/2024/08/Annual-
Return.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 Jupiter Wagons Limited (JWL)
is designed to promote long-term shareholders value while
safeguarding the interests of all stakeholders, including
minority shareholders.

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

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

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS

REPORT

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

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) ofthe SEBI Listing Regulations,
the Business Responsibility and Sustainability Report (‘BRSR’)
describing the initiatives taken by the Company in areas of
Environment, Social and Governance, in a prescribed format
form part of the Annual Report and is also available on the
Company’s website and can be accessed at the link: https://
jupiterwagons.com/wp-content/uploads/2024/08/JUPITER-
BRSR.pdf

PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES

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

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

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

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

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

The Company has in place a Policy on Materiality of
Related Party Transactions and Dealing with Related Party
Transactions, which has been approved by the Board. The
policy is available on the Company''s website at the following
link: JWL-Related-Party-Transaction-Pohcy.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, in compliance with Regulation 23 of the SEBI
Listing Regulations, were placed before the shareholders for
approval and were duly approved via postal ballot, with results
declared on 21^st June, 2024 and 19^th April, 2025, respectively.

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

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

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

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

CREDIT RATING

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

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

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

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

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 and
the web link of the same is as follows: IWL-Nomination-and-
remuneration-policy.pdf (iupiterwagons.com).

CORPORATE SOCIAL RESPONSIBILITY

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

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

The CSR Policy formulated by the Company is available on it''s
website which may be accessed at the link: JWL-CSR-Policy.pdf
(iupiterwagons.com).

HUMAN RESOURCES

The Heartbeat of Our Organization - "From First
Hello to Lasting Impact"

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

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

Growth Through Development and Retention

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

A Safer Workplace, A Healthier Workforce

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

Engagement, Wellness & Inclusion

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

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

Sustainability and Responsibility

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

Compliance & Forward-Looking HR

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

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

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

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

Looking Ahead

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

"Powering our people will always fuel our growth.”

PARTICULARS OF EMPLOYEES

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

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

The statement containing the particulars of the top ten
employees and the employees drawing remuneration in excess
of the limits prescribed under Section 197(12) 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 to the Company Secretary at [email protected].
In terms of Section 136 of the Act, the Report and Accounts
are being sent to the members and others entitled thereto,
excluding the aforesaid information on remuneration which
is available for inspection by the members at the Registered
Office of the Company during business hours on working days
of the Company.

AUDITORS

Presentation of financial statements and Indian Accounting
Standards, 2015.

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

STATUTORY AUDITORS & THEIR REPORT

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

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

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

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

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

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

SECRETARIAL AUDITORS & THEIR REPORT

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

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

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

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

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

The management response to the above is given hereunder:

i) In compliance with Regulation 17(1A) read with Regulation
17(1C) and Regulation 25(2A) of the SEBI Listing
Regulations, 2015, which mandates that the appointment
of Independent Directors including an Independent Director
exceeding 75years of age, requires shareholders'' approval
through a special resolution, the Company sought and
obtained such approval at the 44^th Annual General Meeting
held on 12^th September2024, i.e., within three months ofthe
appointment as an additional director.

A combined reading of Regulation 17(1A), 17(1C) and
Regulation 25(2A) clearly manifests that no prior approval
is intended and it would be sufficient compliance if approval
of shareholders by way of Special Resolution is taken within
3 months ofthe appointment of director. The Company''s
adherence to these regulations demonstrates our
commitment to maintaining a compliant and transparent
governance framework.

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

filed the XBRL immediately with BSE. However, the same
was filed with NSE on the same day. The Company remains
committed to ensure strict compliance of the regulatory
requirements in time bound manner.

iii) Since this was only a first instance, warning letter was
issued to Mr. Ajay Kumar Sinha, the Designated Person to
not engage in any kind of dealings in the Equity Shares of
the Company in violation of the Company''s Code of Conduct
and SEB1 (Prohibition of Insider Trading) Regulations,
2015 and he has also been directed to remit 100% profit so
earned by him on the said shares to the Investor Protection
and Education Fund ofSEBl. The amount of '' 1,50,000/-
has been deposited by Mr. Sinha in the designated account
of SEB1. He has been further advised that in case of any
subsequent violation, stricter action(s) would be taken by
the Company.

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

SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARY COMPANY

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

REPORTING OF FRAUDS BY AUDITORS

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

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

DISCLOSURES
AUDIT COMMITTEE

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

Sr. No	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	Executive Whole Time Director

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, 2025, the composition of the Nomination and
Remuneration Committee were as follows:

Sr. No	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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Sr. No	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 Iaiswal	Member	Executive Whole Time Director

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, 2025, the composition ofthe Risk Management

Cnmmitfpp wprp ac fnllnw

Sr. No	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. Abhishek Iaiswal	Member	Executive Whole Time Director

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, 2025, the composition of the Committee of
Directors were as under:-

Sr. No	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	Executive 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 ofthe Company, through preferential issue and qualified
institutions placement process respectively. The Composition
of the Fund Raising Committee as on 31^st March, 2025 were
as under:-

Sr. No	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	Executive Whole Time Director

RISK MANAGEMENT POLICY

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

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

Details of the terms of reference, composition of the
Committee, and meetings held during the year are provided
in the Corporate Governance Report, which forms part of this
Annual Report.

The Risk Management Policy formulated by the Company is
available on its website and can be accessed at the following
link: IWL-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 SEBI Listing
Regulations.

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

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

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

The Vigil Mechanism and Whistle Blower Policy formulated by
the Company is available on it''s website which may be accessed
at the link: JWI.-Whistle-Blower-Policy.pdf (jupiterwagons.
com).

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Vivek Lohia Abhishek Jaiswal

Managing Director Whole Time Director & CEO

DIN - 00574035 DIN:07936627

Date:19^th May, 2025 Place: Kolkata Place: Jabalpur

---

Mar 31, 2024

The Directors are pleased to present herewith the 44^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

(''in Lakhs)

		Standalone			Consolidated
	Year ended		Year ended		Year ended		Year ended
	31 March 2024		31 March 2023		31 March 2024		31 March 2023
	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales
Revenue from operation	3,64,125.30		2,06,824.74		3,64,373.33		2,06,824.74
Expenditure
Raw material cost and change in inventory	2,82,837.31	77.68%	1,57,447.04	76.13%	2,82,899.71	77.64%	1,57,447.04	76.13%
Employee benefit expense	5,079.23	1.39%	4,117.24	1.99%	5,141.30	1.41%	4,195.42	2.03%
Operating and other expense	27,105.95	7.44%	19,867.05	9.61%	27,407.50	7.52%	19,976.01	9.66%
Operating profit (EBIDTA)	49,102.81	13.49%	25,393.41	12.28%	48,924.82	13.43%	25,206.27	12.19%
Depreciation and amortisation	2,752.58	0.76%	2,494.35	1.21%	2,815.86	0.77%	2,497.50	1.21%
Finance cost	4,080.61	1.12%	2,888.68	1.40%	4,100.25	1.13%	2,888.68	1.40%
Other income	2,098.83	0.58%	508.71	0.25%	2,454.58	0.67%	508.71	0.25%
Profit/ (loss) before tax and exceptional items and share in net profit/(loss) of joint ventures and tax	44,368.45	12.18%	20,519.09	9.92%	44,463.29	12.20%	20,328.80	9.83%
Exceptional items - Gain net	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Share in profit /(loss) of Joint Ventures	-	-	-	-	(272.60)	(0.07%)	(279.77)	(0.14%)
Profit/ (loss) before tax	44,368.45	12.18%	20,519.09	9.92%	44,190.69	12.13%	20,049.03	9.69%

PERFORMANCE AT GLANCE ON STANDALONE BASIS

a) During the year revenue from operation increased to ^ 3,64,125.30 lakhs as compared to ^2,06,824.74 lakhs in the previous year, a growth of 76.06%. Growth in railway wagons sales is 91.31%, growth in Load bodies components and containers businesses is 31.10%.

b) Employee cost and other operating expenses increased as compared to previous year, mainly on volume growth and in line with increase in sales volume. However, as percentage of revenue, employee cost decreased by 0.60%, and other operating cost decreased by 2.16%, mainly due to product mix and increased operational efficiency.

c) Consequent to above, the operating profit in terms of % to revenue increased to 13.49% from 12.28% previous year.

d) Finance cost has increased by ^1,191.93 lakh as compared to previous year which mainly attributable to increased working capital requirement and investment in plant and machinery.

FUTURE OUTLOOK

Jupiter Wagons Limited (''JWL'') has been a keen observer on the market opportunities and the growth paradigms in order to reinforce its future strategies.

In line with the presentations and speeches in the foregoing, it is quite clear that, the wagon manufacturing sector will continue to see substantial growth potential for a few more years. With the national rail plan in view and the analytics contained therein there is a foreseeable future upto 2050 and that could be the prime stabilization and growth factor for the Jupiter''s flagship venture railway wagon manufacturing venture.

India to remain fastest growing economy

After the pandemic-induced contraction in FY21, the Indian economy recorded two years of above-7 percent growth and continued the same for the third year in FY24. Resilience is on display, not just in terms of economic growth. The unemployment rate has declined, and economic activity continues to rise,

as is evident in the healthy performance of high-frequency indicators. The volume of E-way bill generation continues to grow steadily. Rail freight traffic and port cargo traffic are growing at a healthy pace. The Focus on infrastructure creation and demand for housing is driving construction activity, as reflected in increased steel consumption and cement production. In terms of mobility, which was most affected by the pandemic, the number of Indians taking air travel has exceeded the pre-Covid levels.

In Union Budget Infrastructure outlay has got increased by 11%, if we talk about our business related segment, 5.8 % increase is in Railway and 2.9 % increase is in road.

Wagons & rail component

Going by the numbers, Indian Railways has been steadfast in its commitment to enhance cargo transportation, adhering to the mantra of ''Hungry For Cargo''. The focus on improving business efficiency and service delivery at competitive prices, alongside a customer-centric approach and proactive policy measures, has contributed significantly to this achievement. Due to a slow start in the financial year 2023-24 (FY24), Indian Railways registered a 5 per cent increase in its freight traffic despite a late push in the final quarter of the fiscal. The national transporter ferried 1.59 billion tonnes of goods in FY24, against 1.52 of the last year and it shows growth of about 5%.

The growth was primarily led by coal and iron ore, which have typically been the mainstay of the railways’ freight basket. The national transporter achieved a loading of 787.61 million tonnes (MT) in coal (up 8 per cent) and 180.95 MT in iron ore (up 13 per cent). "Coal is carried mostly by rail, so the railways always benefits from increased coal production.

Meanwhile, miscellaneous goods fell by nearly 15 MT to 114 MT in the previous fiscal year. The drop in miscellaneous goods comes after two years of double-digit growth in the sector.

According to experts, if railways want to meet its target for its share in national logistics, it should register a growth of 1.2-1.5 times that of the national economy.

"At an economic growth of around 8 per cent, railways should be registering a Compound Annual Growth Rate (CAGR) of 10 per cent. However, it is at 5 per cent this financial year and 6 per cent on a CAGR basis over the past few years, Railway ministry with good hands on development and clear objective has to perform with fast completion of DFC which will help in faster growth. This is definitely a good sign for our company which see higher growth going hand in hand with the growth of Indian railways in freight.

DFC

EDFC will be fully completed while WDFC will be 81% completed. The DFC is hopeful of completing the remaining parts of WDFC by next March. Despite the capacity to run 240 trains per day on both corridors, DFC is barely running 100110 trains per day. This is due to the low demand from the industries. DFCCIL officials remain hopeful though.

DFC claims that both corridors have significantly reduced the freight transportation time — which should attract industries — due to higher speeds (50-60 kmph) on its tracks as compared to an average of about 25 kmph on the regular railways tracks.

Project will enable railways to increase its share in the freight transportation from 25% now to over 40%.

Indian railway is considering plans for development of three additional corridors making a significant leap in the country''s logistic infrastructure. these corridors aims to accelerate freight movement and alleviate congestion on existing tracks to enhance passenger train services. Covering a combined distance of 4300 kms, with an estimated project cost of '' 200000 crore, these corridors will cater to specific commodities and span key region across the country.

The proposed East Coast corridor, stretching approximately 1,200 kilometres from Kharagpur, West Bengal to Tenali, Andhra Pradesh, aims to optimise freight transport along mineral-rich states such as Bengal and Odisha. Initially intended to terminate at Vizag port, the route extension to Tenali promises enhanced connectivity, particularly benefiting industries dealing with coal, fertilisers, and iron ore.

The North-South corridor, spanning 1,000-1,200 kilometres from Itarsi, Madhya Pradesh to Tenali, Andhra Pradesh, is set to bolster connectivity across four states — Madhya Pradesh, Maharashtra, Telangana, and Andhra Pradesh. This corridor will facilitate the transportation of various commodities, including coal, cement, fertilisers, and petroleum products, with future plans to integrate it with exisng freight corridors.

In addition, plans are underway for an East-West corridor linking Andal, West Bengal with Palgarh, Maharashtra, traversing through five states. Spanning approximately 2,100 kilometres, with additional spur lines totalling 300 kilometres, this corridor aims to streamline the transportation of coal, iron ore, steel, and other vital commodities across regions.

This development will call for additional wagons and thus higher business scope to our type of companies Crucially, the DFC is not just a railway project; it''s a linchpin of the National Logistics Policy, aiming to reduce logistics costs from the current 15 per cent of GDP to a more sustainable 8 per cent by 2030.

Load body and components for Commercial Vehicles

The commercial vehicle (CV) industry, often referred to as the backbone of the national economy, is going through a big transformation driven by the technology mega trends. This transition as part of the global automotive industry changes, is happening in the areas of alternative fuels, electrification, connected and autonomous technologies and industry modernization. The CV market accounts for about 4% of India’s total domestic automobile market is expected to grow by 8% CAGR till 2028.

The continued focus on infrastructure capex, emphasis on private participation in infrastructure, construction, defence

and manufacturing activities would remain a long-term positive for the CV industry.

However, in 24-25 the volumes to plateau on a high base, amid the transient moderation in economic activity in some sectors with the onset of the general elections Overall, the domestic CV industry''s ability to scale previous peaks hinges on sustenance of the macro-economic environment, improvement in infrastructure activity and increased demand for last mile transportation.

Industry data suggests that medium and heavy commercial vehicles (MHCVs), a barometer of GDP growth also saw muted demand, rising just 6% year on year, to 318,672 units. However, context is key. "The shift in goods CV market towards higher tonnage vehicles indicates the consolidation of cargo, thanks to improved logistics infrastructure, which would gradually bring down the cost of logistics.

Commercial vehicle (CV) sales in India are likely to decline in financial year 2024-25 as the sector enters a period of lull.

In the first half of FY25, demand would moderate as fleet operators wait to gauge the election impact on spending before placing orders.

Government spending, which shaped CV demand recently, would slow down around elections as the model code of conduct kicks in. Demand is set to pick up after monsoons. From one up cycle to another, the CV industry typically grows 1.2-1.4 times in volume. However, the industry is not yet at the FY19 peak levels.

Therefore, in the FY25 down cycle, analysts expect that a moderation in demand for MHCVs would not be very sharp. "However, long-term demand seems favourable, backed by a strong macroeconomic environment, healthy replacement, good traction on infrastructure projects (higher allocation in the recent interim Budget), and improving freight demand,"

There may be DE growth of 4-6 % & in commercial vehicles volume but major OE focus on fully built solutions may give 10-12% upward trend in application business. The same goes in line with the projections given by our OE customers. We further see good growth in the segment of trailers. Facilities have been and is being placed to accommodate the opportunity coming from this segment. Last quarter Opening with OE in this segment will add on to our strength. All this will compensate the de-growth factor.

Containers

Shipping and domestic ISO containers segment moderating due to drop in goods movement. In the rail sector there has been a drop of 10% in goods other than coal and iron ore, which was going in double digit growth from the last couple of years. Further this segment has a long list of manufacturers because of which cut throat competition is observed. This makes this business less lucrative for us. Further Due to uncertain Volumes of marine containers our business model has shifted to mainly BESS (Battery energy storage system) containers. These high

value products with limited competition require different skills and infrastructure and thus suits our business model.

There is a good requirement of BESS in the export market and the company is working out with US and European companies for export orders.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company has the following 4(Four) Subsidiary Companies and 3 (three) Joint Venture Companies.

Sl. No.	SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES	CATEGORY
1	Jupiter Electric Mobility Private Limited	Subsidiary
2	Bonatrans India 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

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

Acquisition(s):

Bonatrans India Private Limited (BIPL)

In March 2024, the Company has acquired 94.25% of paid up share capital of BIPL. The acquisition of BIPL by the Company for ^ 27,100 lakh (approx.) represents a major milestone, reiterating its position as the pre-eminent rolling stock manufacturing company in India and the only one with its own wheel plant. BIPL, situated in Chhatrapati Sambhajinagar (Aurangabad), Maharashtra, is well-known for its production of rolling stock wheelsets, with an impressive annual capacity of 20,000 Wheels and 10,000 Axles.

The acquisition of BIPL marks a significant stride in fortifying our business model, empowering us with in-house wheelset manufacturing capabilities, and driving further integration of our production process, apart from opening of substantial export opportunities in collaboration with strategic partners.

Stone India Limited

The Company acquired Stone India Limited under the Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code, 2016 vide Hon''ble National Company Law Tribunal, Kolkata Bench order dated 8^th June, 2023 pronouncing Jupiter Wagons Limited as a Successful Resolution Applicant. The Erstwhile Resolution Professional/Monitoring Committee handed over the control of the management to the Company during the Financial Year 2023-2024. After initiating the implementation of the Resolution Plan in the Financial Year 2023-2024, Stone India Limited has become the wholly owned subsidiary of the Company.

In pursuit to our strategy of growth, we seek opportunities to acquire brands, businesses and assets which complement our product offerings, strengthen or establish our presence and provide synergy to our existing businesses and operations. We have acquired Stone India Limited to expand our supply of brake system offerings.

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 2023-2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL PERFORMANCE OF THE COMPANY

There have been no material changes and commitments affecting the financial performance of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy.

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

DIVIDENDS

For the Financial Year 2023-24, the Board of Directors of the Company has declared an interim dividend of ^0.30 per equity share, i.e. 3% of the face value of ^10/- each and the same was paid to the shareholders.

The Board of Directors are now pleased to recommend a final dividend of ^0.30 per equity share, i.e. 3% of the face value of ^10/- each based on the parameters laid down in the Dividend Distribution Policy.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders of Jupiter Wagons Limited at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

Thus, the final dividend for the year 2023-24 is ^ 0.30 per share i.e. 3 % and total payout will be '' 12,73,49,415/- The dividend will be paid out of the profits for the year. The final dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

RECORD DATE

The Company has fixed 5^th September, 2024 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2023-24.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2023-24, after all appropriation and adjustments was ^ 70,444.20 Lakh.

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 March 31, 2024 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

In pursuant to the resolution of the Board of Directors at its meeting held on 17^th December, 2022 and subsequent to the approval of the members of the Company by way of postal ballot resolution on 22^nd January, 2023, the result of which was declared on 23^rd January, 2023, the Company had allotted 1,20,39,611 Equity Shares of face value of '' 10/- each at an issue price of '' 103.75/- per equity share (including a premium of ^ 93.75/-per Equity Share), aggregating to ^ 12,49,10,96,41.25/-in a QIP Committee Meeting held on 15^th May, 2023, on preferential basis to the eligible qualified institutional buyers.

Further, pursuant to the resolution of the Board of Directors at its meeting held on 5^th September, 2023 and subsequent to the approval of the members of the Company by postal ballot resolution on 25^th October, 2023, the result of which was declared on 26^th October, 2023, the Company had allotted 1,28,06,595 Equity Shares of face value of '' 10/- each at an issue price of '' 315/- per equity share (including a premium of ? 305/-per Equity Share), aggregating to ? 40,34,07,74,25/-in a QIP Committee Meeting held on 4^th December, 2023, on preferential basis to the eligible qualified institutional buyers.

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

Post allotment of 1,20,39,611 and 1,28,06,595 equity shares, the equity share capital of the Company stood at ? 41,22,93,62,50 consisting of 41,22,93,625 equity shares of ?10/- each as on 31^st March, 2024.

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

DIRECTORS AND KMP

The Board of Directors comprises of following directors as on 31^st March, 2024:

Sl. No.	Name of the Member	Category
1.	Mr. Vivek Lohia	Managing Director
2.	Mr. Vikash Lohia	Whole Time Director
3.	Mrs. Madhuchhanda Chatterjee	Non-Executive Independent Director
4.	Mr. Prakash Yashwant Gurav	Non-Executive Independent Director
5.	Mr. Manchi Venkat Rajarao	Non-Executive Independent Director
6.	Mr. Ganesan Raghuram	Non-Executive Independent Director
7.	Mr. Avinash Gupta	Non-Executive Independent Director
8.	Mr. Asim Ranjan Dasgupta	Whole Time Director
9.	Mr. Abhishek Jaiswal	Whole time Director & Chief Executive Officer

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 and Mr. Asim Ranjan Dasgupta, Whole Time Directors, Mr. Abhishek Jaiswal, Whole Time Director and Chief Executive Officer, Mr. Sanjiv Keshri, Chief Financial Officer and Mr. Ritesh Kumar Singh, Company Secretary (w.e.f. 07.08.2023) and Mr. Deepesh Kedia, Company Secretary (w.e.f. 13.02.2021 to 05.08.2023).

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms ofthe provisions of the Companies Act, 2013, Mr. Vikash Lohia (DIN: 00572725) Whole Time Director of the Company, retires at the ensuing Annual General Meeting, being eligible and has offered himself for re-appointment. The necessary resolution for re-appointment of Mr. Vikash Lohia 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.

NUMBER OF BOARD & COMMITTEE MEETINGS

During the year, Nine (9) 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 which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

We confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015. The Company though an independent agency, has devised and performed a performance evaluation of Independent Directors, Board, Committees and other Individual Directors which include criteria for performance evaluation of the non- executive directors and executive directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations, 2015.

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://jupiterwagons.com/wp-content/uploads/2024/08/ IWL-Familiarization-Program-for-Independent-Directors-of-lupiter-Wagons-Limited.pdf

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on 30^th March, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non- Independent Directors 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

The Board evaluated the effectiveness of its functioning, performance of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Nomination and Remuneration Committee carried out the evaluation of its own performance and that of its Committees and the individual Directors, which was noted and taken on record by the Board. The performance evaluation of Non-Independent Directors, the Board as a whole and the Chairperson was carried out by the Independent Directors in their separate meeting. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. In the coming year, the Board intends to enhance focus on sustainability and decarbonisation.

BOARD DIVERSITY

The Board ensures that a transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has an appropriate blend of functional and industry expertise.

In view of the above, the Company has adopted the Board Diversity Policy that sets out its approach to diversity. The Policy can be accessed at https://jupiterwagons.com/wp-content/uploads/2024/05/JWI,-Board-Diversity-Policy.pdf

Additional Details on Board Diversity and the key attributes of the Board Members are explicated in the Corporate Governance Report forming 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-B to this report.

COMMITTEES OF THE BOARD

There are various Committees constituted by the Board as stipulated under the Companies Act, 2013 and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility (CSR) Committee, Committee of Directors, Fund Raising Committee and QIP Committees. Brief details pertaining to composition, terms of reference, meetings held and attendance there at of these Committees during the year has been enumerated in Corporate Governance report which forms a 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 of the Companies Act, 2013, the Directors state that:

a) In the preparation ofthe annual accounts for the year ended 31^st March, 2024, 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, 2024 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 SYSTEMS AND THEIR ADEQUACY

The Company has maintained adequate internal financial controls system over financial reporting commensurate with the size, scale and complexity of its operations. This includes policies and procedures - (a) pertaining to the maintenance of records that are reasonably detailed, accurately and fairly reflects the transactions and dispositions of the assets of the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company, and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company''s assets that could have a material impact on the financial statements. Such internal financial controls over financial reporting were operating

effectively as of 31^st March, 2024 to ensure orderly and efficient conduct of the business operations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 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 there under.

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

DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended 31^st March, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the Financial Year ended 31^st March, 2024, there has been no noncompliance with the requirements of the Act.

EXTRACT OF THE ANNUAL RETURN

In term of 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 Annual Return of the Company as on 31^st March, 2024 is available on Company website and can be accessed at the link: https://jupiterwagons.com/wp-content/uploads/2024/08/ Annual-Return.pdf

CORPORATE GOVERNANCE

The Company ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. In accordance with our Vision, Jupiter Wagons aspires to be the global wagon industry benchmark for value creation and corporate citizenship. Jupiter Wagons expects to realise its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of this Annual Report.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, the Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of the Company, who have affirmed the compliance thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (‘SEBI''), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR''). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to prepare BRSR from the financial year 2023-24 onwards. Accordingly, the Business Responsibility and Sustainability Report is presented in a separate section, forming a part of the Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient, forms part of the financial statements for the Financial Year ended 31^st March 2024.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions entered during the year under review are in the Ordinary Course of Business and at Arm''s Length, which were reviewed and approved by the Audit Committee on a quarterly basis. Related party transactions (RPTs) entered into by the Company during the financial year 2023-24, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, are provided in the notes to the financial statements. Members are requested to refer to note no. 45 forming part of the Audited Financial Statements which sets out related party disclosures. There were no transaction requiring disclosure under section 134(3)(h) of the Companies Act, 2013. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://jupiterwagons.com/wp-content/uploads/2024/0S/ JWL-Related-Party-Transaction-Policy.pdf. The Policy intends to ensure that the proper reporting, approval and disclosure are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

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

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

There was no instance of one-time settlement with any bank or financial institution during FY 2023-24.

CREDIT RATING

The Company is rated by CRISIL Ratings Limited, ICRA Ltd. and ACUITE Rating and Research Limited. A detailed status of the Credit Ratings on various facilities including Bank Loans and Working Capital are provide in the Corporate Governance Report of this Annual Report.

During the year, CRISIL, ICRA and ACUITE upgraded the rating of the Company to A1( ) | (Assigned) for Short Term and AA (-)

| Stable(Assigned) for Long Term, respectively.

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

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

INSURANCE

The Company 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 and the web link of the same is as follows: https://iupiterwagons. com/wp-content/uploads/2024/05/IWL-Nomination-and-remuneration-policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee comprising of Mr. Manchi Venkat Raja Rao (Chairman), Mr. P. Y. Gurav (Member) and Mr. Abhishek Jaiswal (Member). The Annual Report on Corporate Social Responsibility activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the

expenditure on CSR activities is given in the Annexure -D 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.

The CSR Policy formulated by the Company is available on it’s website which may be accessed at the link: https:// iupiterwagons.com/wp-content/uploads/2024/05/IWL-CSR-Policy.pdf.

HUMAN RESOURCES Involve and evolve

During the year 2023-24 we continued to prioritize the development and well-being of our employees by leveraging artificial intelligence, machine learning, and technologically enhanced HR processes. We aim to have a holistic HR experience which exceeds expectations and maintain excellence in the challenging times. Our focus on employee involvement, empowerment and inclusivity in the work place aligns opportunities to individual employees'' needs, interests, and career aspirations.

The well-being and safety of our employees are of utmost importance. During the year 2023-24, we implemented various initiatives to promote employee well-being, including mental health support, wellness programs, and ergonomic workplace design. Our employees are our greatest asset, and we are committed to support their career aspirations. We believe in investing in our employees'' growth and development.

Employee Engagement drives a positive work culture, encouraging employee participation, retention, and satisfaction. The team-building activities, social events, and celebrations brings a sense of community and belongingness across the group and boost the employee morale.

PARTICULARS OF EMPLOYEES

The total number of employees as on 31^st March, 2024, stood at 973.

The details of the ratio of the remuneration of each Director to the median employee’s remuneration and other particulars and details of employees as 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-B of this Report.

The statement containing employee’s remuneration as required under Section 197 of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available during 21 days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at [email protected]. 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 in this regard.

STATUTORY AUDIT

Presentation of financial statements and Indian Accounting Standards, 2015

The financial statements of the Company for the year ended 31^st March, 2024 have been prepared and disclosed as per Schedule III of the Companies Act, 2013. The annexed financial statements also comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

Statutory Auditors & their Report

Members of the Company at the Annual General Meeting held on 24^th September, 2020 approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/NS00013) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No.101248WB/W-100022) and also approved the appointment as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the requirement of ratification of the appointment of the statutory auditor, by the members at every Annual General Meeting during the period of their appointment, has been withdrawn. In view of the above, no resolution is proposed for the ratification of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants at the Annual General Meeting.

The Auditors'' Report on Standalone and Consolidated financials for the financial year ended 31^st March, 2024, does not contain any qualification, reservation or adverse remark.

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, 2025 subject to ratification of their remuneration by the Members at the AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice of the AGM.

Secretarial Auditors & their Report

The Board has appointed M R & Associates., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-2024. The Secretarial Audit Report for the Financial Year

ended 31^st March, 2024 is given in Annexure-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013. In addition to the above and pursuant to SEBI circular dated 8^th February 2019, a report on secretarial compliance by M R & Associates for the year ended 31^st March, 2024 is being submitted to stock exchanges.

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DISCLOSURES:

AUDIT COMMITTEE

During the financial year 2023-2024, the composition of the Audit Committee were as follows:

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mr. Prakash Yashwant Gurav	Chairperson	Non-Executive Independent Director
ii	Mr. Manchi Venkat Raja Rao	Member	Non-Executive Independent Director
iii.	Mr. Ganesan Raghuram	Member	Non-Executive Independent Director
iv.	Mr. Abhishek Jaiswal	Member	Executive Whole Time Director

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

During the financial year 2023-2024, the composition of the Nomination and Remuneration Committee were as follows:

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mr. Manchi Venkat Raja Rao	Chairman	Non-Executive Independent Director
ii	Mr. Prakash Yashwant Gurav	Member	Non-Executive Independent Director
iii.	Mr. Ganesan Raghuram	Member	Non-Executive Independent Director

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

During the financial year 2023-2024, the composition of the Stakeholders Relationship Committee were as follow:

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mr. Manchi Venkat Raja Rao	Chairperson	Non-Executive Independent Director
ii	Mr. Prakash Yashwant Gurav	Member	Non-Executive Independent Director
iii.	Mr. Abhishek Jaiswal	Member	Executive Whole Time Director

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

During the financial year 2023-2024, the composition of the Risk Management Committee were as follow:

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mr. Prakash Yashwant Gurav	Chairman	Non-Executive Independent Director
ii.	Mr. Ganesan Raghuram	Member	Non-Executive Independent Director
iii.	Mr. Abhishek Jaiswal	Member	Executive Whole Time Director

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

The Board of Directors at its meeting held on 29^th October, 2023, has renamed the name of Credit Committee as Committee of Directors and has reviewed and approved the revised scope of the Committee of Directors for the ease of day to day operations with the powers envisaged in Section 179 of the Companies Act, 2013 and to consider and approve such other matters which are not specifically reserved for consideration in a Board Meeting by virtue of any of the provisions of the Act or any other laws.

During the financial year 2023-2024, the composition of the Committee of Directors were as under:-

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mrs. Madhuchhanda Chatterjee	Chairperson	Non-Executive Independent Director
ii	Mr. Vikash Lohia	Member	Executive Whole Time Director
iii.	Mr. Asim Ranjan Dasgupta	Member	Executive 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.

QIP COMMITTEE(S):

QIP -1 Committee

The Board of Directors in its meeting held on 17^th December, 2022 constituted QIP-1 Committee for dealing with matters related to issuance of further equity shares of the Company, through a qualified institutions placement(QIP) process. Post completion of the entire QIP process the QIP-1 Committee was dissolved by the Board of Directors in their meeting held on 1^st February, 2024.

During the financial year 2023-2024, the composition of the QIP-1 Committee were as under :-

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mrs. Madhuchhandha Chatterjee	Chairperson	Non-Executive Independent Director
ii	Mr. Vikash Lohia	Member	Executive Whole Time Director
iii.	Mr. Abhishek Jaiswal	Member	Executive 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.

QIP -2 Committee

The Board of Directors in its meeting held 19^th September,2023 constituted QIP-2 Committee for dealing with matters related to issuance of further equity shares of the Company, through a qualified institutions placement(QIP) process. Post completion of the entire QIP process the QIP-2 Committee was dissolved by the Board of Directors in their meeting held on 1^st February, 2024.

During the financial year 2023-2024, the composition of the QIP-2 Committee were as under :-

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mrs. Madhuchhandha Chatterjee	Chairperson	Non-Executive Independent Director
ii	Mr.Vikash Lohia	Member	Executive Whole Time Director
iii.	Mr. Asim Ranjan Dasgupta	Member	Executive 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.

During the financial year 2023-2024, the composition of the Fund Raising Committee were as under:-

Sl. No.	Name of the Director	Chairperson / Member	Category
i.	Mrs. Madhuchhandha Chatterjee	Chairperson	Non-Executive Independent Director
ii	Mr.Vikash Lohia	Member	Whole Time Director
iii.	Mr. Asim Ranjan Dasgupta	Member	Whole Time Director

RISK MANAGEMENT POLICY

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks.

The Risk Management Committee of the Board of Directors overviews the process of identification, monitoring, and review of all the elements of risk(s) associated with the Company. The Company has adequate risk management infrastructure in place capable of addressing those risks. The terms of reference, details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

The Risk Management Policy formulated by the Company is available on it''s website which may be accessed at the link: https://iupiterwagons.com/wp-content/uploads/2024/05/ IWL-Risk-Management-Policy.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman

of the Audit Committee in exceptional cases. No personnel of the Company denied access to the Audit Committee.

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

AUDITORS CERTIFICATES:

A certificate from Company Secretary in Practice on corporate governance is enclosed as an Annexure to the Corporate Governance Report forming part of the Annual Report. The Certificate does not contain any 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 UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. 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. During the year under review, no complaint/case was filed or was pending for redressal.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Vivek Lohia Abhishek Jaiswal

Managing Director Whole Time Director & C.E.O.

DIN - 00574035 DIN - 07936627

Date: 7^th May, 2024 Place: Kolkata Place: Jabalpur

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Mar 31, 2023

The Directors are pleased to present herewith the 43^rd Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

Amount in lakh
		Standalone				Consolidated
Particulars	Year ended 31 March 2023		Year ended 31 March 2022		Year ended 31 March 2023		Year ended 31 March 2022
	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales	Amount	% of net sales
Revenue from operation	2,06,824.74		1,17,835.40		2,06,824.74		1,17,835.40
Expenditure
Raw material cost and change in inventory	1,57,447.04	76.13%	89,684.40	76.11%	1,57,447.04	76.13%	89,684.40	76.11%
Employee benefit expense	4,117.24	1.99%	3,379.97	2.87%	4,195.42	2.03%	3,382.97	2.87%
Operating and other expense	19,867.05	9.61%	13,356.96	11.34%	19,976.01	9.66%	13,357.37	11.34%
Operating profit (EBIDTA)	25,393.41	12.28%	11,414.07	9.69%	25,206.27	12.19%	11,410.66	9.68%
Depreciation and amortisation	2,494.35	1.21%	2,334.52	1.98%	2,497.50	1.21%	2,337.67	1.98%
Finance cost	2,888.68	1.40%	1,816.69	1.54%	2,888.68	1.40%	1,816.69	1.54%
Other income	508.71	0.25%	339.14	0.29%	508.71	0.25%	339.14	0.29%
Profit/ (loss) before tax and exceptional items	20,519.09	9.92%	7,602.00	6.45%	20,328.80	9.83%	7,595.44	6.45%
Exceptional items - Gain net	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Profit/ (loss) before tax	20,519.09	9.92%	7,602.00	6.45%	20,328.80	9.83%	7,595.44	6.45%

Note: The Scheme of Amalgamation of Jupiter Wagons Limited ("JWL” or "Amalgamating Company” or "Transferor Company”) into and with the Commercial Engineers & Body Builders Co. Limited ("Company” or "Amalgamated Company” or "Transferee Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, ("scheme”) has been approved by Hon''ble National Company Law Tribunal, Kolkata Bench vide Order dated 28^th February, 2022 and Hon''ble National Company Law Tribunal, Indore Bench, vide order dated 13^th May, 2022. Further, pursuant to Clause 1.1 of Part IV of the Scheme of Amalgamation, the name of "Commercial Engineers & Body Builders Co Limited” has been changed to "Jupiter Wagons Limited” and the same has been approved by Registrar of Companies, Gwalior (MP) on 25 ^th May, 2022.

PERFORMANCE AT GLANCE ON STANDALONE BASIS

a) During the year revenue from operation increased to H 206,824.74 lakhs as compared to H 117,835.40 lakhs in the previous year, a growth of 75.52%. Growth in railway wagons sales is 98.65%, Load bodies components and containers business also continues to grow at a healthy pace.

b) Employee cost and other operating expenses increased as compared to previous year, mainly on volume growth and in line with increase in sales volume. However, as percentage of revenue, employee cost decreased by 0.88%, and other operating cost decreased by 1.73%, mainly due to product mix and increased operational efficiency.

c) Consequent to above, the operating profit in terms of % to revenue increased to 12.28% from 9.69% previous year.

d) Finance cost has increased by H 1071.99 lakh as compared to previous year which mainly attributable to increased working capital requirement and investment in plant and machinery.

FUTURE OUTLOOK

Jupiter Wagons Limited (''Jupiter'') has been a keen observer on the market opportunities and the growth paradigms in order to reinforce its future strategies.

In line with the presentations and speeches in the foregoing, it is quite clear that, the wagon manufacturing sector will continue to see substantial growth potential for a few more years. With the national rail plan in view and the analytics contained therein there is a foreseeable future upto 2050 and that could be the prime stabilization and growth factor for the Jupiter''s flagship venture railway wagon manufacturing venture.

On the strength of this, Jupiter is eyeing at the Electric Commercial Vehicle which is a contributory for the National Government for achieving energy transition and net zero targets by 2070. The EV market as a whole is pegged at achieving 10 Million Units by 2030. It is also envisaged that 70% of commercial vehicles to be EV by then. Incidentally, the views are endorsed by Tata Power deploying EV Charge Sites in India in 2023 alone.

Jupiter also has strategically positioned itself to address the Metro Rail demands in India where about 3470 KMs in about 34 Metro Rail Projects have met with the necessary approval and out of the same only 866 KMs are in operation and about 682 KMs under construction. This in effect leaves another 1200 KMs of project in the pipeline. Jupiter’s MOU with CAF would have a positive role play in the future projects.

As Jupiter has already ventured into the manufacturing of Drones for commercial purposes, it has in view the national agrarian economy and application of drones in the agricultural sector. Government of India has announced subsidy of 100% upto H 10 Lac for purchase of drones by the agro farmers. Further to that Government of India has also announced Contingency Fund of H 6000 per hectare as subsidy for drone hiring from the designated CHC (Custom Hiring Centers).

The Indian Drone Market is estimated to be about 24 Million USD in 2023 as against the global market of 26.6 Million USD. By 2030 the global market is expected to be about 77.5 Billion USD. It is also estimated that by 2028 India will have Agri-Drone Market for at least 76 Thousand Units.

Regarding the on-going projects for Brake Systems and Brake Disc, the market is pretty much open to be captured and we see a promising growth in the said product vertical.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under reviewed we have 2 (two) subsidiary companies and 3 (three) associate and/or joint venture companies as on 31^st March, 2023.

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 your Company, in the prescribed Form AOC-1, is given in Annexure- A to this Report.

The said Form also highlights the financial performance of each of the subsidiaries/associates/joint venture companies included in the CFS 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 your Company, containing, inter-alia, the audited standalone and consolidated financial statements, has been placed on the website of your Company and can be accessed at the link: https:// jupiterwagons.com/investors.

Acquisition of Stone India Limited

The Company has acquired Stone India Limited under the Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code, 2016 which was approved by Hon’ble National Company Law Tribunal, Kolkata Bench vide order dated 8^th June, 2023 pronouncing Jupiter Wagons Limited (formerly knowns as Commercial Engineers & Body Builders Co Limited) as a Successful Resolution Applicant. After implementation of the Resolution Plan, Stone India Limited shall become wholly owned subsidiary of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY- NONE Status on Scheme of Arrangement / Amalgamation

The Board of Director of the Company at its meeting held on 28 September, 2020 had approved the Scheme of Amalgamation of Jupiter Wagons Limited (“JWL” or “Amalgamating Company”) into and with the Commercial Engineers & Body Builders Co Limited (“Company” or “Amalgamated Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, (“scheme”) . The Scheme was approved by the shareholders of the Company by majority at their meeting held on 25^th June, 2021 and unanimously by the secured creditors and unsecured creditors of the company at their meeting held on 25^th June, 2021. On receipt of the approval of shareholders and creditors, the Company filed the Company Petition with the Hon’ble National Company Law Tribunal, Indore at Ahmedabad Bench with the prayer for sanction of the scheme. On 28^th February, 2022, the Hon’ble National Company Law Tribunal, Kolkata Bench pronounced the order of sanctioning of the Scheme with the appointed date i.e. 1^st October, 2019 of the Amalgamating Company as it is under the jurisdiction before the Hon’ble National Company Law Tribunal, Kolkata Bench. On 13^th May, 2022, the Hon’ble National Company Law Tribunal, Indore Bench pronounced the order of sanctioning of the Scheme with the appointed date i.e. 1^st October, 2019. On 18 ^th May, 2022 the parties of the Scheme made the filing with the statutory authority and accordingly, the scheme had become effective from 18^th May, 2022.

Further, pursuant to Clause 3.1 of Part IV of the Scheme of Amalgamation, the authorized share capital of the Company was increased from H 470,05,00,000 (Rupees Four Hundred Seventy Crore and Five Lakh only) divided into: (a) 38,20,50,000 (Thirty Eight Crore Twenty Lakh and Fifty Thousand) Equity Shares of H10 (Rupees Ten

only) each aggregating to H382,05,00,000(Rupees Three Hundred and Eighty Two Crore Five Lakh only); and (b) 88,00,000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only) to H4,76,85,00,000/- (Rupees Four Hundred Seventy Six crores and Eighty Five Lakhs Only) divided into : (a) 38,88,50,000 (Thirty Eight Crores Eighty Eight lakhs and Fifty Thousands) Equity Shares of H10 (Rupees ten only) each aggregating to H388,85,00,000/- (Rupees Three Hundred Eighty Eight Crores and Eighty Lakhs Only); and (b) 88,00,000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only).

The Board of Directors of the Company at its meeting held on 29^th May, 2022, had approved the allotment of 33,86,31,597 fully paid-up equity shares of H10 each amounting to H 33,86,31,5970 to the eligible shareholders of the Transferor Company (i.e. Jupiter Wagons Limited) as on 28 ^th May 2022, being the record date, as per the share exchange ratio, i.e., 5510 (five thousand five hundred and ten) fully paid-up equity shares of H 10 each of the Transferee Company for every 100 (one hundred) fully paid-up equity shares of H 10 each, held by such member in the Transferor Company, as envisaged in the Scheme of amalgamation. Subsequently, the Company on 21^st June, 2022 and 29^th June, 2022 received approval from Bombay Stock Exchange Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) respectively for listing of 33,86,31,597 Equity Shares of H 10/- each bearing distinctive no. 89482658 to 428114254 allotted pursuant to the Scheme of Amalgamation.

Further, 40,666,835 equity shares of H 10/- each aggregating to H40,66,68,350/- and 67,48,229 (Sixty Seven Lakh Forty Eight Thousand Two Hundred And Twenty Nine) 0.001% Non-Convertible Cumulative Redeemable Preference Shares of H100/- (Rupees One Hundred only) each aggregating to H67,48,22,900/-(Rupees Sixty Seven Crore Forty Eight Lakh Twenty Two Thousand Nine Hundred Only) held by Transferor Company (i.e. Jupiter Wagons Limited) in Transferee Company were cancelled by operation of law.

The approved scheme of amalgamation has been in the best interests of the Companies and their respective shareholders, employees, creditors and other stakeholders and resulted inter alia in:

(i) consolidation of the businesses presently being carried on by the Companies, which shall create greater synergies between the business operations of the Companies such as enhancement of net worth of the combined business and backward integration of the operations of the Amalgamated Company’s business which will lead to superior ability to leverage the business including reduction in cost

of capital, cost savings due to focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement efficiencies, procurement and distribution logistics;

(ii) e nhancement of competitive strength, cost reduction and efficiencies, productivity gains and logistic advantages and operational efficiencies through optimal utilization of resources, as a consequence of pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Companies;

(iii) better alignment, coordination and streamlining of day to day operations, leading to improvement in overall working culture and environment;

(iv) utilizing the financial strength of the Amalgamating Company to turnaround the Amalgamated Company and embark on a growth phase by modernizing the plants to meet the current industry demand and enter into newer product development and consolidation of market segments;

(v) greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities to improve stakeholders’ value;

(vi) beneficial results for both the Companies and in the long run, is expected to enhance value for the shareholders;

(vii) formation of a stronger company with a larger capital and asset base to enable the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholders and regularization of the cash flow of the Amalgamated Company on account of the regular revenue stream of the Amalgamating Company which would help in stabilizing the cash flow issues of the Amalgamated Company; and

(viii) creation of value for various stakeholders and shareholders of the Companies, as a result of the above.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL PERCORMANCE OF THE COMPANY

There have been no material changes and commitments affecting the financial performance of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') the Board of Directors of the Company (the ''Board'') has formulated and adopted the Dividend Distribution Policy (the ''Policy'').

The policy is available at website of the Company at the link: https://jupiterwagons.com/investors

DIVIDENDS

For the Financial Year 2022-23, the Board has recommended a dividend of ^0.50 per equity share of face value of ^10/- each. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits for the year. The dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting (“AGM”) of the Company scheduled to be held on 19 ^th September, 2023 and will be paid on and from 21^st September, 2023.

The record date of the Company shall be 12 ^th September, 2023. The Register of Members and Share Transfer Books of the Company will remain closed from 13^th September, 2023 to 19^th September, 2023 (both days inclusive) for the purpose of payment of the dividend and AGM for the financial year ended 31^st March, 2023.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2022-2023, after all appropriation and adjustments was H40,340.14 Lakhs.

CHANGES IN SHARE CAPITAL

1. Pursuant to Clause 3.1 of Part IV of the Scheme of Amalgamation, the authorized share capital of the Company was increased from H 470,05,00,000 (Rupees Four Hundred Seventy Crore and Five Lakh only) divided into: (a) 38,20,50,000 (Thirty Eight Crore Twenty Lakh and Fifty Thousand) Equity Shares of H10 (Rupees Ten only) each aggregating to H 382,05,00,000(Rupees Three Hundred and Eighty Two Crore Five Lakh only); and (b)

88.00. 000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only) to H4,76,85,00,000/- (Rupees Four Hundred and Seventy Six crores and Eighty Five Lakhs Only) divided into : (a) 38,88,50,000 (Thirty Eight Crores Eighty Eight lakhs and Fifty Thousands) Equity Shares of H10 (Rupees ten only) each aggregating to H3,88,85,00,000/- (Rupees Three Hundred and Eighty Eight Crores and Fifty Lakhs Only); and (b)

88.00. 000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only). The

Board of Directors of the Company at its meeting held on 29^th May, 2022, had approved the allotment of 33,86,31,597 fully paid-up equity shares of H10 each amounting to H 338,86,31,570 to the eligible shareholders of the Transferor Company (i.e. Jupiter Wagons Limited) as on 28^th May 2022, being the record date, as per the share exchange ratio, i.e., 5510 (five thousand five hundred and ten) fully paid-up equity shares of H 10 each of the Transferee Company for every 100 (one hundred) fully paid-up equity shares of H 10 each, held by such member in the Transferor Company, as envisaged in the Scheme of amalgamation. Subsequently, 40,666,835 equity shares of H 10/- each aggregating to H406668350/-and 67,48,229 (Sixty Seven Lakh Forty Eight Thousand Two Hundred And Twenty Nine) 0.001% Non-Convertible Cumulative Redeemable Preference Shares of H100/- (Rupees One Hundred only) each aggregating to H67,48,22,900/- (Rupees Sixty Seven Crore Forty Eight Lakh Twenty Two Thousand Nine Hundred Only) held by Transferor Company (i.e. Jupiter Wagons Limited) in Transferee Company were cancelled by operation of law. Members are requested to refer to note no. 19 forming part of the Audited Financial Statements which sets out for share capital.

2. Pursuant to the resolution of the Board of Directors at its meeting held on 17^th December, 2022 and subsequent to the approval of the members of the Company by postal ballot resolution on 22^nd January, 2023 the result of which was declared on 23^rd January, 2023 in respect to the re-classification of the authorised share capital of the Company i.e. 88,00,000 (Eighty-Eight Lakhs) Preference Shares of H 100/- each laying unissued are cancelled for the purpose of reclassification by creating 8,80,00,000 (Eight Crores Eighty Lakhs) Equity Shares of H 10/ each and re-classification of the Authorised Share Capital from H 4,76,85,00,000/- (Rupees Four Hundred Seventy-Six Crores Eighty- Five Lakhs only) divided into 38,88,50,000 (Thirty-Eight Crores Eighty-Eight Lakhs and Fifty Thousand Equity Shares of H 10 each aggregating to H 3,88,85,00,000 (Rupees Three Hundred Eighty-Eight Crores and Eighty Five Lakhs only) and 88,00,000 (Eighty-Eight Lakhs) Preference Shares of H 100/- each aggregating to H 88,00,00,000 (Rupees Eighty-Eight Crores Only) to 47,68,50,000 (Forty-Seven Crores Sixty-Eight Lakhs Fifty Thousand) Equity Shares of H 10/- each aggregating to H 4,76,85,00,000 (Rupees Four Hundred Seventy-Six Crores Eighty-Five Lakhs Only).

3. Pursuant to the resolution of the Board of Directors dated 17^th December, 2022 the approval and subsequent to the shareholders of the Company by the postal ballot resolution on 22^nd January, 2023, the result of which was declared on 23^rd

January, 2023 to create, offer, issue, and allot such number of Equity Shares, and/or securities convertible into Equity Shares at the option of the Company and/ or the holders of such securities, and/ or securities linked to Equity Shares, and/or any other instrument or securities representing Equity Shares and/ or convertible securities linked to Equity Shares (all of which are hereinafter collectively referred to as “Securities”) (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) through one or more of the permissible modes including but not limited to private placement, qualified institutions placement (“QIP”), and follow on public offer or a combination thereof, to any eligible investors, including, resident and/or non-resident/ foreign investors (whether institutions and/or incorporated bodies and/or trusts or otherwise)/ foreign portfolio investors/mutual funds/pension funds/venture capital funds/ banks/alternate investment funds/Indian and/or multilateral financial institutions, insurance companies and any other category of persons or entities who/ which are authorised to invest in Securities of the Company as per extant regulations/guidelines or any combination of the above as may be deemed appropriate by the Board in its absolute discretion (whether or not such investors are Members of the Company, to all or any of them, jointly and/or severally), for cash, in one or more tranches, for an aggregate amount of up to H 150,00,00,000/-(Rupees One Hundred Fifty Crores Only) (inclusive of such discount or premium to market price or prices permitted under applicable law). In QIP Committee meeting of the Board of Directors of the Company on 15^th May, 2023, the issue of equity shares of the Company of face value of H 10 each (the “Equity Shares”), the preliminary placement document dated 10 ^th May, 2023 (“Preliminary Placement Document”) and the placement document dated 15^th May, 2023 (“Placement Document”), 1,20,39,611 Equity Shares, bearing distinctive numbers 42,81,14,255 to 44,01,53,865 to 15 successful bidders at the issue price of H 103.75 per Equity Share (which includes H 93.75 towards share premium) and reflects a discount of H 5.37 (i.e. 4.92 %) on the Floor Price of H 109.12 as defined in the Preliminary Placement Document, against receipt of full payment of application monies in the escrow account opened for the Issue, aggregating to approximately H 1,24,91,09,641.25 out of total amount of H125,00,00,000/- (One Hundred and Twenty Fifty Crores) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations”), and the provisions of all other

applicable laws, rules and regulations, guidelines, circulars and notifications.

DIRECTORS AND KMP

The Board of Directors comprises of following directors as on 31^st March, 2023:

Sr. No	Name of the Member	Category
1.	Mr. Vivek Lohia#1	Managing Director
2.	Mr. Vikash Lohia#2	Whole Time Director
3.	Mr. Asim Ranjan Dasgupta#3	Whole Time Director
4.	Mr. Abhishek Jaiswal	Whole time Director
5.	Mr. Samir Kumar Gupta#4	Whole Time Director
6.	Mr. Prakash Yashwant Gurav	Non-Executive Independent Director
7.	Mr. Manchi Venkat Rajarao	Non-Executive Independent Director
8.	Ms. Vineeta Shriwani	Non-Executive Independent Director
9.	Mr. Avinash Gupta#5	Non-Executive Independent Director
10.	Mr. Ganesan Raghuram	Non-Executive Independent Director
11.	Mrs. Madhuchhanda Chatterjee#6	Non-Executive Independent Director

#1 Mr. Vivek Lohia re-designated as Managing Director with effect from 30^th May, 2022.

#2 Mr. Vikash Lohia appointed as Whole Time Director with effect from 30^th May, 2022.

#3 Mr. Asim Ranjan Dasgupta appointed as Whole Time Director with effect from 30^th May, 2022.

#4 Mr. Samir Kumar Gupta appointed as Whole Time Director with effect from 30^th May, 2022 and ceased to be Whole Time Director w.e.f. 9^th April, 2023.

#5 Mr. Avinash Gupta appointed as Independent Director with effect from 30^th May, 2022.

#6 Ms.Madhuchhanda Chatterejee re-designated as Non-Executive -Independent Director with effect from 30^th May, 2022.

Cessation of Directors

1. Ms. Vineeta Shriwani has ceased to be Independent Director of the Company with effect from 25^th March, 2023 with the close of business hour upon completion of her five year term. The Board of Directors of the Company place on record their deep appreciation for wisdom, knowledge and guidance provided by Ms. Vineeta Shriwani during her tenure.

2. Mr. Samir Kumar Gupta ceased to be Whole Time Director of the Company w.e.f. 9 ^th April, 2023 due to his sad demise on 9 ^th April, 2023. The Board of Directors places on record its wholehearted condolence to the family of Mr. Samir Kumar Gupta for his unfortunate demise and also place on record appreciation for wisdom, knowledge and guidance provided by him during his tenure.

KEY MANAGARIAL 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. Abhishek Jaiswal, Whole Time Director and Chief Executive Officer, Mr. Sanjiv Keshri, Chief Financial Officer and Mr. Deepesh Kedia, Company Secretary (w.e.f. 13.02.2021 to 05.08.2023) and Mr. Ritesh Kumar Singh, Company Secretary (w.e.f. 07.08.2023).

Re-Appointment of Directors retiring by rotation:

In terms of the provisions of the Companies Act, 2013, Mr. Asim Ranjan Dasgupta (DIN: 02284092) Whole Time Director of the Company, retires at the ensuing Annual General Meeting, being eligible and has offered himself for re-appointment. The necessary resolution for re-appointment of Mr. Asim Ranjan Dasgupta 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.

NUMBER OF BOARD & COMMITTEE MEETINGS

During the year, twelve (12) 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 which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

We confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a performance evaluation of Independent Directors, Board, Committees and other Individual Directors which include criteria for performance evaluation of the nonexecutive directors and executive directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations, 2015.

The Ministry of Corporate Affairs vide its circular dated 22^nd October 2019 further amended the Companies (Appointment and Qualification of Directors) Rules, 2014 by requiring an Independent Director to apply online, within 1^st May 2020, to the Indian Institute of Corporate Affairs for inclusion of his/her name in the data bank for such period till he/she continues to hold office of an Independent Director in any Company. The Independent Directors were also required to submit a declaration of compliance in this regard. All the Independent Directors

of the Company have submitted the declaration with respect to the same.

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:// jupiterwagons.com/investors/

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on 22^nd March, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive 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

The Board evaluated the effectiveness of its functioning, performance of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of the IDs, the performance of the Non-Independent Directors and the Board as a whole was undertaken.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in

navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. In the coming year, the Board intends to enhance focus on sustainability and decarbonisation.

BOARD DIVERSITY

The Board ensures that a transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has an appropriate blend of functional and industry expertise.

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-B to this report.

COMMITTEES OF THE BOARD

There are various Committees constituted by the Board as stipulated under the Act and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Credit Committee of Board, QIP Committee, and Corporate Social Responsibility (CSR) Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year has been enumerated in Corporate Governance report which forms a part of this Annual Report.

AUDIT COMMITTEE RECOMMENDATIONS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31^st March, 2023, 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, 2023 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 SYSTEMS AND THEIR ADEQUACY

The Company has maintained adequate internal financial controls system over financial reporting commensurate with the size, scale and complexity of its operations. This includes policies and procedures - (a) pertaining to the maintenance of records that are reasonably detailed, accurately and fairly reflects the transactions and dispositions of the assets of the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company, and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements. Such internal financial controls over financial reporting were operating effectively as of 31^st March, 2023 to ensure orderly and efficient conduct of the business operations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 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 there under.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended 31^st March, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the Financial Year ended 31^st March, 2 023, there has been no non-compliance with the requirements of the Act.

EXTRACT OF THE ANNUAL RETURN

In term of 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 Annual Return of your Company as on 31^st March, 2023 is available on Company website and can be accessed at the link: https://jupiterwagons.com/investors/

CORPORATE GOVERNANCE

The Company ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. In accordance with our Vision, Jupiter Wagons aspires to be the global wagon industry benchmark for value creation and corporate citizenship. Jupiter Wagons expects to realise its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of this Annual Report.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of the Company, who have affirmed the compliance thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (''SEBI''), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to prepare BRSR from the financial year 2022-23 onwards. Accordingly, the Business Responsibility & Sustainability Report is presented in a separate section, forming a part of the Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient, forms part of the financial statements for the Financial Year ended 31^st March 2023.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered into during the financial year were on Arms-Length basis, and were in ordinary course of business. Related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, a detailed disclosure of these transactions with the Related Parties are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3) (h) of the Companies Act, 2013. Hence, the prescribed Form AOC-2 does not form a part of this report.

During the year 2022-23, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2 015, all RPTs were placed before the Audit Committee for its approval.

Members are requested to refer to note no. 44 forming part of the Audited Financial Statements which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://jupiterwagons.com/investors

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All the Related Party Transactions entered in the Ordinary Course of Business and at Arm’s Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and Listing Regulations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

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

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

The Scheme of Amalgamation of Jupiter Wagons Limited (“JWL” or “Amalgamating Company” or “Transferor Company”) into and with the Commercial Engineers & Body Builders Co Limited (“Company” or “Amalgamated Company” or “Transferee Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, (“scheme”) has been approved by Hon’ble National Company Law Tribunal, Kolkata Bench vide Order dated 28^th February, 2022 and Hon’ble National Company Law Tribunal, Indore Bench, vide order dated 13^th May, 2022.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules,2014 forming part of the Director Report for the year ended 31st March 2023.

CONSERVATION OF ENERGY:

1. Company is committed to using energy for all its manufacturing operations by deploying adequate controls in order to optimize Energy Costs and maximize savings in all possible ways.

2. With the increased production the demand on Energy is on the rise. In accordance with the estimated requirements of Energy, the Company has selectively secured permission on the maximum demand from 6 MVA to 7 MVA in respect of its manufacturing Unit in Bandel, West Bengal. This timely step has saved Penalty Costs arising out of the excess demand.

3. Company has opened up Projects for implementation of generation and use of alternative Energy, mainly typically Solar Energy for its Plants in Jabalpur and Indore. It is anticipated that the Projects will materialize during the last Quarter of 2023-2024. The project is expected to generate countable savings on account of the cost of Power.

4. The Company has implemented LED lighting throughout Plants and Offices in order to conserve as much energy as possible.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given in the Annexure -C to this report.

TECHNOLOGY ABSORPTION

The Company''s products are manufactured by using inhouse know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company persistently endeavors towards improvement in quality of its products.

FOREIGN EXCHANGE OUTGO AND EARNING

During the year under the review, the Company had Foreign Exchange Earnings of H 211.41 Lakh and Foreign Exchange Outgo of H 7713.87 Lakh.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee comprising of Mr. Manchi Venkat Raja Rao (Chairman), Mr. P. Y. Gurav (Member) and Mr. Abhishek Jaiswal (Member). The Annual Report on Corporate Social Responsibility activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the expenditure on CSR activities is given in the Annexure -D 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.

The CSR Policy formulated by your Company is available on it''s website which may be accessed at the link: https://jupiterwagons.com/investors/

HUMAN RESOURCES Endless Possibilities

Jupiter Wagons maintains the culture of collaboration to promote participative innovation and excellence. Our organisation stands with the ethics of shared purpose to fulfil the corporate commitment towards sustainability and social responsibility encompassing the entire fraternity of stakeholders.

Talent acquisition and employee delight in all segments of our organisation are the key determinants which we believe as the foundation for our success. We provide our employees a professionally rewarding and growth-oriented career that enable them to realise their true potential. Ample opportunities for learning and development are ensured for our employees to be inspired to perform.

Jupiter Wagons Group believes in employee empowerment and thus allowing the employees freedom in mobilising decision. Our values are based on three primary elements viz. inclusivity, gender and cultural diversity and belongingness. A synchronisation with our employees and their well-being holds the top priority in all our actions and functions.

We describe ourselves as an employer rendering endless possibilities “where people come first” and an evergrowing talent pool for every dream.

PARTICULARS OF EMPLOYEES

At the end of March, 2023, your Company had 594 employees as compared to 512 employees as on 31^st March, 2022.

The details of the ratio of the remuneration of each Director to the median employee''s remuneration and other particulars and details of employees as 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-B of this Report.

The statement containing of employee''s remuneration as required under Section 197 of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. 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 in this regard.

AUDITORS REPORT Presentation of financial statements

The financial statements of the Company for the year ended 31^st March, 2023 have been prepared and disclosed as per Schedule III of the Companies Act, 2013.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

Statutory Auditors

Members of the Company at the Annual General Meeting held on 24^th September, 2020 approved the appointment ofM/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/NS00013) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No.101248WB/W-100022) and also approved the

appointment as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 as amended with effect from 7^th May, 2018, the requirement of ratification of the appointment of the statutory auditor, by the members at every Annual General Meeting during the period of their appointment, has been withdrawn. In view of the above, no resolution is proposed for the ratification of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants at the Annual General Meeting, and a note in respect of the same has been included in the Notice of the Annual general Meeting. However, they have confirmed that they are eligible to continue to act as Statutory Auditor of the Company.

The Auditors’ Report on Standalone and Consolidated financials for the financial year ended 31^st March, 2023, does not contain any qualification, reservation or adverse remark. The Notes on Standalone and Consolidated financial statement referred to in the Auditor''s Report are self- explanatory and do not require any further comments and explanations.

Cost Auditors

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.

Further, Jupiter Wagons Limited (Transferor Company) has amalgamated into and with the Company with effect from 1^st October, 2019, Pursuant to the Scheme of Amalgamation of Jupiter Wagons Limited (“JWL” or “Amalgamating Company”) into and with the Commercial Engineers & Body Builders Co. Limited (“Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, (“scheme”) approved by Hon’ble National Company Law Tribunal, Kolkata Bench vide Order dated 28^th February, 2022 and Hon’ble National Company Law Tribunal, Indore Bench, vide order dated 13^th May, 2022. Consequent to the amalgamation, the scope of cost audit has enhanced. Accordingly, the Board of Directors of the Company, based on the recommendation of the Audit Committee has approved remuneration of H 50,000/-(Fifty Thousand) plus applicable taxes.

The Board of Director of the Company has on recommendation of the Audit Committee approved the appointment of M/s. K Das & Associates (Firm registration No, 004404) for the year ending 31^st March, 2023 and the

same is placed for ratification of members and forms part of the Notice of the Annual General Meeting.

Secretarial Audit

The Board has appointed Deepak Khaitan & Co. LLP., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2022-2023. The Secretarial Audit Report for the Financial Year ended 31^st March, 2023 is given in ANNEXURE-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013.

In addition to the above and pursuant to SEBI circular dated 8^th February 2019, a report on secretarial compliance by M/s. Deepak Khaitan & Co. LLP. for the year ended 31^st March, 2023 is being submitted to stock exchanges. The observations, reservations or qualifications provided in the said report is selfexplanatory and do not call for any further clarification.

Secretarial Standards

The Company has in place proper systems to ensure compliances with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such system are adequate and operating effectively.

DISCLOSURES:Audit Committee

The Audit Committee was reconstituted on 22^nd March, 2023. During the financial year 2022-2023 the composition of the Audit Committee are as follows:

Sr. No	Name of the Director	Chairperson / Member	Category
i.	Mr. Prakash Yashwant Gurav	Chairperson	Non-Executive Independent Director
ii	Mr. Manchi Venkat Raja Rao	Member	Non-Executive Independent Director
iii	Mr. Abhishek Jaiswal	Member	Executive Whole Time Director
iv	Ms. Vineeta Shriwani*	Member	Non-Executive Independent Director
v.	Mr. Ganesan Raghuram#	Member	Non-Executive Independent Director

* Ms. Vineeta Shriwani ceased to be an Independent Director of the Company and member of the Committee with the close of business hour with effect from 25^th March, 2023 upon completion of her five year term.

# Appointed to be part of the Committee w.e.f. 22.03.2023.

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.

QIP COMMITTEE

The Board of Directors in its meeting held 17^th December, 2022 constituted QIP Committee for the purpose of issuance of further securities, through a qualified institutions placement of equity shares of the Company of face value of ^ 10 each (the "Equity Shares”) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations”) and Sections 42 and 62 of the Companies Act, 2013, as amended, (the

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was reconstituted on 22^nd March, 2023. During the financial year 2022-2023 the composition of the Nomination and Remuneration Committee are as follows:

Sr. No	Name of the Director	Chairperson / _ Category Member
1.	Mr. Manchi Venkat Raja Rao	Chairman	Non-Executive Independent Director
2.	Mr. Prakash Yashwant Gurav	Member	Non-Executive Independent Director
3.	Ms. Vineeta Shriwani*	Member	Non-Executive Independent Director
4.	Mr.Ganesan Raghuram#	Member	Non-Executive Independent Director

*Ms. Vineeta Shriwani ceased to be an Independent Director of the Company and member of the committee from with effect from 25^th March, 2023 with the close of business hour upon completion of five year term.

# appointed to be part of the Committee w.e.f. 22.03.2023

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.

STAKEHOLDER RELATIONSHIP AND INVESTORS'' GRIEVANCE COMMITTEE

The Stakeholder Relationship and Investors’ Grievance Committee comprises Mr. Manchi Venkat Raja Rao (Chairman), Mr. Prakash Yashwant Gurav (Member) and Mr.Abhishek Jaiswal (Member) as other members.

Sr. No	Name of the Director	Chairperson / Member	Category
i	Mr. Manchi Venkat Raja Rao	Chairperson	Non-Executive Independent Director
ii.	Mr. Prakash Yashwant Gurav	Member	Non-Executive Independent Director
iii	Mr. Abhishek Jaiswal	Member	Executive Whole Time Director

All the recommendations made by the Stakeholder Relationship and Investors’ Grievance 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

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the listing of Debt Regulation,

a Risk Management committee is compulsorily to be constituted by Top 1000 Listed entities. The company has constituted a Risk Management Committee on 30 ^th May 2022.

The Risk Management Committee was reconstituted on 22^nd March, 2023. During the financial year 2022-2023 the composition of the Risk Management Committee are as follows:

Sr. No	Name of the Director	Chairperson / Member	Category
i.	Mr. Prakash Yashwant Gurav	Chairperson	Non-Executive Independent Director
Ii	Ms. Vineeta Shriwani*	Member	Non-Executive Independent Director
iii	Mr. Abhishek Jaiswal	Member	Executive Whole Time Director
Iv	Mr. Ganesan Raghuram#	Member	Non-Executive Independent Director

* Ms. Vineeta Shriwani ceased to be an Independent Director of the Company with the close of business hour with effect from 25^th March, 2023 upon completion of term.

# appointed to be part of the Committee w.e.f. 22.03.2023

CREDIT COMMITTEE / COMMITTEE OF DIRECTORS

The Board ofDirectors in its meeting held on 30^th May 2022 constituted Credit Committee / Committee ofDirectors for delegating powers as envisaged under Section 179 (3) (d) to (f) for day to day business requirements of the company. The Composition of the Credit Committee is as under :-

Sr. No	Name of the Director	Chairperson / Member	Category
i.	Mrs. Madhuchhanda Chatterjee	Chairperson	Non-Executive Independent Director
ii.	Mr. Vikash Lohia	Member	Executive Whole Time Director
iii.	Mr. Asim Ranjan Das Gupta	Member	Executive Whole Time Director

"Companies Act”) read with the rules issued thereunder (the "Issue”), to complete various legal, statutory and procedural formalities, including appointment of various intermediaries, filing the draft placement document in relation to the Issue with the stock exchanges where the equity shares of the Company are listed or any other statutory agencies or relevant authorities as may be required and other matters incidental thereto. The Composition of the QIP Committee is as under :-

Sr. No	Name of the Director	Chairperson / Member	Category
i.	Mrs. Madhuchhanda Chatterjee	Chairperson	Chairman / Independent Director
ii.	Mr. Vikash Lohia	Member	Executive Whole Time Director
iii.	Mr. Abhishek Jaiswal	Member	Executive Whole Time Director

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel of the Company denied access to the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at

the link https://jupiterwagons.com/investors/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. 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. During the year under review, there were no complaints pertaining to sexual harassment.

ACKNOWLEDGEMENTS

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

For and on behalf of the BoardJUPITER WAGONS LIMITED

(Formerly known as COMMERCIAL ENGINEERS &

BODY BUILDERS CO LTD)Mr. Vivek Lohia Mr. Abhishek Jaiswal

Managing Director Whole Time Director & C.E.O.

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Mar 31, 2018

The Directors take pleasure in presenting the 38th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2018.

Financial Highlights Rs. in Lakhs

Particulars	For the Year ended on
	March 31, 2018	March 31, 2017
Revenue From Operations	9,936.96	15,051.79
Less - Excise Duty	247.46	4,518.09
Net Sales	9,716.50	10,533.70
Other Income	116.43	44.38
Total Income	9,832.93	10,578.08
Operating Expenses	9,711.01	10,372.22
Depreciation and Amortisation	1,035.23	1,035.80
Finance Cost	2,777.96	2,730.34
Profit / (Loss) for the Year	(3,691.27)	(3,560.28)
Other Comprehensive Income / (Loss)	5.32	(0.18)
Total Comprehensive Income / (Loss) for the year	(3,685.95)	(3,560.46)

Performance at glance

The Company continued under severe liquidity pressure during this year, severely affecting the orders from the major OEM customer of the Company.

The Company''s fortunes mainly depend on Medium and Heavy Duty Commercial vehicle (M & HCV) industry. Consequent to change in emission norms with effect from April 1, 2017, the demand for M & HCV segment was impacted during the first quarter. The second quarter of the year witnessed the transition to GST regime of the entire economy. The new tax system created some challenges on the overall business and economic front. On accounts of these factors, during the first two quarters of the fiscal 2018, the major commercial vehicle OEMs witnessed marginal change in demand in the M & HCV segment. This factor and the working capital constraints faced by the company, significantly affected the sale of tippers and load bodies.

The underlying demand for commercial vehicles had been very strong, mainly driven by investment in construction of roads / metro and other infrastructure, and growth in GDP. Thus M & HCV segment has been recording robust growth since beginning of quarter 3 of fiscal 2018.

Further, there has been shift of business from unorganized sector to the organized sector, post GST. This has resulted in sizeable demand for load bodies (mainly tippers and trailers) from the dealers of commercial vehicle OEMs.

While the liquidity and cash flow situation of the Company continues to be grim, the management pursued vigorously with major OEM and could obtain funding support to fulfill the orders from these OEMs. Similarly, it focused on demand from dealers of OEMs and direct customers where the payment terms facilitate the funding need to procure material.

It is heartening to note that the efforts of the management as explained above have yielded positive results. The Company has clocked the revenue from operations of Rs. 2,958 lakhs and Rs. 3,699 lakhs in quarter 3 and quarter 4, respectively of fiscal 2018. The revenue for quarter ended June 30, 2018 was Rs 4,584 lakhs.

However, as explained in the later part of our report, there is need for systematic funding support mechanism and other steps to address the working capital needs, so that the Company could take advantage of growing demand.

The management continued to focus on cost optimization on all fronts.

Despite the positive development on operational front, the Company reported a net loss of Rs 3,586 lakhs, mainly attributable to lower operating margin, significant finance cost and depreciation.

Cash flow situation, debt restructuring and revival of operations

The Company continued to operate under severe liquidity pressure during the year. As reported last year, one of the lending bank, curtailed the working capital facility from September 2017, impacting the rotation of funds required for purchase of material for fulfilment of customer orders. Since then, working capital funding needs have not been met by the lenders.

The Joint Lenders Forum invoked Strategic Debt Restructuring ("SDR") on 11 January 2017 in compliance with the guidelines effective on that date, by the Reserve Bank of India ("RBI"). On 12 October 2017, the lead bank communicated that SDR could not be completed within the timeframe prescribed by RBI and loan given by the lenders to the Company has been classified Non-Performing Assets in the books of lenders.

Since then, the lead bank has been in the process of identifying revival measures, including debt restructuring and other structural changes.

As explained above, the Company has been able to get and execute the customer orders mainly on account of funding support/advances from customers. In the absence of assured long term working capital support, the Company is unable to target higher volumes which in turn affects the generation of free cash flow. Thus the Company is caught in viscous circle.

Future Outlook

The Company is working with certain customers who give assistance for fulfillment of their orders.

However, current state of cash flow and working capital, significantly limits the ability of the Company to target higher sales and to plan entry into railway or similar new opportunities, for long term profitable growth.

The need for restructuring and revival measures is critical for long term profitable growth. The Board of Directors is confident about the positive outcome pursuant to the restructuring exercise currently undertaken by the lenders.

Details of Subsidiary, Joint Venture or Associates

The Company does not have any subsidiary company, associates company or joint venture. Accordingly, a statement of the subsidiary Companies/ Associate Companies/Joint Ventures as per Form AOC-1 is not required to be filed with MCA/ROC.

Extract of the Annual Return

The extract of Annual Return, in Form MGT -9 for the Financial Year 2017-18 has been enclosed with this report as Annexure III.

Meetings of the Board of Directors

The Board of Directors met five times during the year 2017-18 i.e. on 29th May 2017, 22nd August 2017, 14th September 2017, 14th December 2017 and 2nd February 2018. For further details, please refer Report on Corporate Governance of this Annual Report.

Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, 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 March 31, 2018 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 Act 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.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Regulation 27 of the Listing of Debt Regulation 2015, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Change in the Nature of Business, If any

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2018

Particulars of Loans given, Investments made, Guarantees given

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2017-18 were on an arm''s length basis and were in the ordinary course of the business. No materially significant related party transactions were entered into by the company with Promoters, Key Managerial Personnel or other designated persons, which may have potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the linkhttp://www.cebbco.com/docs/profile for investors.html.

Members are requested to refer to Note No. 41 forming part of the Audited Financial Statements which sets out related party disclosures.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the act read with rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Director report for the year ended March 31st, 2018.

Conservation of Energy:

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

Since the Company does not fall under the list of industries, which are required to furnish this information in Form A annexed to the aforesaid Rules, the information has not been given.

Technology Absorption

The Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company persistently endeavors towards improvement in quality of its products.

Foreign exchange outgo and earning

During the year under the review, the Company had Foreign Exchange Earnings Nil and Foreign Exchange Outgo of Rs. 272.86 lakhs.

Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the listing of Debt Regulation, a Risk Management committee is mandatory for the company having net worth of Rs. 500 Cr. or more or turnover of Rs. 1000 Cr. or more, or net profit of Rs. 5 Cr. or more during any financial year, hence the company has not constituted risk management committee. (Section 135 of the Companies Act, 2013)

The Company is facing severe issues on liquidity and working capital front. The Company continue to monitor the cash flows and working capital situation and suitable actions are initiated. A reference may be made to discussion on strategic debt restructuring in this report.

Corporate Social Responsibility (CSR)

A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities to be undertaken by the Company has been formulated by the Corporate Social Responsibility Committee (CSR Committee)and recommended to the Board, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.cebbco.com/docs/profile for investors.html.

The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I

Internal Financial Controls

The Company has adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses were observed.

Directors and KMP

The Board of Directors comprises

Sr. No.	Particulars	Designation
1.	Dr. Kailash Gupta	Non-Executive Promoter Director(till 27.09.2017)
2.	Mr. Prakash Y Gurav	Independent Director
3.	Mr. Prabhakar Dalal	Independent Director(till 01.09.2017)
4.	Mr. M Venkat Rajarao	Independent Director
5.	Mr. Abhishek Jaiswal	Executive Director (w.e.f. 14.09.2017)
6.	Ms. Vineeta Shriwani	Independent Director (w.e.f. 26.03.2018)

During the year following changes have been in board of directors due to resignation / cessation:

Mr. Prabhakar Dalal, Independent Director resigned w.e.f. 1st September, 2017. The Board takes on record its appreciation of the services rendered by Mr. Prabhakar Dalal in various capacities during his association with the Company.

Mrs.Nandini Malpani, Non-Executive Director resigned from Directorship with effect from 20th May 2016.The Company initiated steps to induct ''woman director''. However, on account of deteriorating performance of the Company, it has been difficult to attract suitable candidate.

Ms. Vineeta Shriwani was inducted on the Board as Non-Executive Independent Director w.e.f 26th Day of March 2018. She is a Company Secretary and an advocate by profession and is presently working with Maharashtra State Electricity Transmission Company Limited, Mumbai (A Govt. of Maharashtra Undertaking).

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kailash Chand Gupta, Promoter Director of the Company, retired by rotation at the 37th Annual General Meeting. Mr. Gupta did not offer himself for re-appointment and consequently, the board vide in its meeting on August 22, 2017 did not to propose to re-appoint him as director in the 37th Annual General Meeting.

Mr. Abhishek Jaiswal was re-designated as Executive Director (Additional) and Chief Executive Officer w.e.f. 14^th Day of October 2017, on same terms and conditions as recommended at the time of his elevation as Chief Executive Officer by the Nomination and Remuneration Committee in its meeting held on 13^th Day of February 2017

We confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI LODR"). The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

On the basis of recommendations of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, an evaluation process was followed by the Board for its own performance and that of its Committees and individual Directors. During the year, a meeting of independent directors was held on February 2^nd, 2018 to undertake performance evaluation of independent directors, Board of director as a whole and Committees of Board.

The details of Programmes 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: http://www.cebbco.com/docs/profile for investors.html

AUDITORS REPORT

Statutory Auditors

M/s BSR and Co. LLP, Chartered Accountants (Registration No. 101247 W / W - 100022), who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits and that they are not disqualified for reappointment. Members are requested to consider their reappointment, on a remuneration, to be decided by the Board or Committee thereof for the ensuring Financial Year i.e. 2018-19. The Auditors'' Report for the financial year ended 31st March, 2018, does not contain any qualification, reservation or adverse remark.

The Notes on financial statement referred to in the Auditor''s Report are self- explanatory and do not require any further comments and explanations.

Secretarial Audit

The Board has appointed Mr. S.K. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as ANNEXURE II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is self-explanatory and do not call for any further clarification.

DISCLOSURES:

CSR Committee

The CSR Committee comprises Mr. Manchi Venkat Raja Rao (Chairman), Mr. Prakash Yashwant Gurav (Member) and Mr. Abhishek Jaiswal (Member) as other members.

Audit Committee

The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman), Mr. Manchi Venkat Raja Rao (Member), Mr. Abhishek Jaiswal (Member) and Ms. Vineeta Shriwani as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, includes an Ethics Officer and other Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ethics Officer and other Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link http://www.cebbco.com/docs/profile for investors.html.

Employee

There is no employee in the company whose particulars are required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereto.

GENERAL

1) Public Deposit - Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

3) Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of this report -

4) Share Capital - The paid up equity capital as on March 31, 2018 was Rs. 54,94,29,640.00.

The Company has issued in FY 2014-15, 2,000,000 Unlisted Non-Convertibles, Cumulative Redeemable Preference Shares of the Company of the face value of Rs. 100/- each, for an aggregate value of Rs. 20 Crores, at par, on a private placement basis, jointly to the promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. Up to March 31, 2018, Rs. 13.00 Crores has been paid up.

The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Prevention of Sexual Harassment at Workplace under Sexual Harassment of Women & Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review, there were no complaints pertaining to sexual harassment.

Acknowledgement

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers /financial institutions and vendors for their continued support and guidance.

For on behalf of the Board

COMMERCIAL ENGINEERS & BODY BUILDERS CO. LTD.

Place : Pune

Date: 03.08.2018 P.Y. Gurav Abhishek Jaiswal

Director Executive Director &

DIN : 02004317 Cheif Executive Officer

DIN:07936627

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Mar 31, 2016

To the Members of

Commercial Engineers & Body Builders Co Ltd

The Directors present the 36th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2016.

Financial Highlights In Rs. Lacs

Particulars	2015-16	2014-15
Gross Sales	14887.06	15238.46
Net Sales (Excluding Excise Duty)	10816.00	11844.38
Other Income	112.72	239.98
Total Expenditure	15648.06	18120.44
Profit/(Loss) Before Tax and exceptional items	(4719.34)	(6036.08)
Exceptional Item (impairment of assets)	5367.00	6300.00
Provision/ (Write back) of Income Tax	389.87	(2081.47)
Profit/(Loss) After Tax	(10476.21)	(10254.47)
Balance (Brought Forward From Previous Year)	(7988.00)	2266.61
Balance (Carried Forward to Balance Sheet)	(18464.21)	(7988.00)

Performance at Glance

The Company has recorded gross sales of Rs. 14887.06 Lakhs in the closed financial year 2015-16, which is 2.31% lower as compared to the previous financial year.

Further, your Company has recorded loss before tax & exceptional item of Rs. 4,719.34 Lakhs (Previous year loss : Rs. 6,036.08 Lakhs).

The loss after tax is at Rs. 10476.21 Lakhs in the current year. (Previous year loss: Rs.10254.61 Lakhs).

Dividend

No dividend is recommended for distribution to the members for the year under review, as the company has incurred losses.

Erosion of Net Worth

In terms of requirements of Section 23(1)(b) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) , a report of the Board of Directors on erosion of more than 50% of the Company''s peak net worth during the immediately preceding four financial years along with its causes is being submitted herewith to the Members of the Company.

The accumulated losses as at the end of financial year ended March 31, 2016, stood at Rs.184.64 Crore which are more than 50% of its peak net worth of Rs. 137.02 Crore during the four financial years preceding the financial year.

Causes of Erosion of the relevant Net Worth:

CEO and Management made a presentation to the Board at the meeting held on 30th May 2016 and explained the causes of above referred erosion of net worth, which were reviewed by the Board.

The following are the major factors which have significant impact on the performance of the Company:

The company entered into a new business segment in the year 2010 related to Railway wagon refurbishment / Manufacturing considering, its Market potential. A substantial amount of investment of Rs 184 Crores was made in Fixed Assets relating to Railway unit besides some investment in Inventory & other working capital requirements. For this purpose, an External Commercial Borrowings of USD 12400000 (equivalent of Rs. 62.00 Crores Approx.) was raised to partly finance the same. Initially, the company did little business mainly for wagon Refurbishment. There has been severe price competition affecting ability of the company to take the orders and subsequently due to market slowdown, the tenders were not released by the Railways Department.

The accumulated losses and erosion of net worth are mainly on account of the following:

(a) Impairment Loss of Rs 116.67 Crores provided for Railway Assets (Rs 53.67 Crores in FY 15-16 & Rs. 63.00 Crores provided in FY 14-15)

(b) Loss of Rs. 16.64 Crores (Rs 14.34 Crores in FY 15-16, Rs 0.19 Crores in FY 14-15 & Rs 2.10 Crores) on account of provisioning for doubtful debts and advances.

(c) Loss of Rs. 7.99 Crores (Rs 3.13 Crores in FY 15-16 & Rs 4.86 Crores in FY 14-15) due to write off / provisioning made for slow & Non Moving Inventory relating to Discontinued Businesses/ Projects.

(d) The Company''s interest cost increased significantly on account of borrowing for the railway project and consequent borrowings, to fund the losses and operational Losses due to underutilization of capacity & working capital constraints.

(e) Due to funding constraints the volume were adversely affected and also compelled the Company to procure certain raw material by paying higher prices.

The Board in its meeting held on 10th August, 2016 also approved Report of even date to such erosion and causes for such erosion, for consideration of the shareholders in the Extra Ordinary General Meeting to be convened on Saturday, 24th September; 2016.The said Report is enclosed as an Annexure to the Notice of the Extra Ordinary General Meeting. In terms of the requirement of SICA, the Company shall also report to Board for Industrial and Financial Reconstruction (BIFR) the fact of erosion after consideration of the Report by the shareholders in the ensuing Extra-Ordinary General Meeting.

Future Outlook

Due to working capital constraints, the Company is not in position to target higher volumes. It continues to depend on support given by its major customers for production.

The Board, after considering the various steps implemented and/or to be undertaking for improvement of performance of the Company is optimistic that the Company would be able to implement effective measures to revive the operations. Accordingly, the financial statements for the financial year 2015-16 have been prepared on a going concern basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2015-16 were on an arm''s length basis and were in the ordinary course of the business. No materially significant related party transactions were made by the company with Promoters, Key Managerial Personnel or other designated persons, which may have potential conflict with interest of the company at large.

The Policy on Material related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the linkhttp://www.cebbco.com/docs/profile_for_investors.html.

Members attention is drawn to Note 34 of the financial statement which sets out related party disclosures.

Disclosure in Subsidiaries

The Company does not have any subsidiary.

Corporate Social Responsibility (CSR)

A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities to be undertaken by the Company has been formulated by the Corporate Social Responsibility Committee (CSR Committee) and recommended to the Board, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.cebbco.com/docs/profile_for_investors.html.

The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I Internal Financial Controls

Details of internal financial control and its adequacy are included in the management discussion and analysis report, which forms part of this report.

Directors and KMP

The Board of Directors comprises -

Dr. Kailash Gupta Non Executive Promoter Director

Mr. Prakash Y Gurav Independent Director

Mr. Prabhakar Dalal Independent Director

Mr. M Venkat Rajarao Independent Director

During the year, following changes have occurred in the Board of Directors due to resignation/cessation:

Mr. Anil Gopal Joshi, Independent Director ceased to be member of the Board after his sad demise.

Mrs. Nandini Malpani, Non Executive Promoter Director, ceased to be member of the Board consequent to her resignation dated 19th May, 2016. The Board recognises the contribution made by these directors during their tenure.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kailash Chand Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Furthermore, we confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of recommendations of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, an evaluation process was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes 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: http://www.cebbco.com/docs/profile_for_investors.html

AUDITORS REPORT

Statutory Auditors

M/s Deloitte Haskins & Sells LLP, (Firm''s registration number-117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (west), Mumbai-400 013, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. In accordance with applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, the Board Recommends their reappointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company.

The Notes on financial statement referred to in the Auditor''s Report are self- explanatory and do not require any further comments and explanations. Further, the Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion.

Secretarial Auditor

The Board has appointed Mr. S.K. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016, is annexed herewith marked as ANNEXURE II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES: CSR Committee

The CSR Committee comprises Mr. Kailash Chand Gupta(Chairman), Mr. Manchi Venkat Rajarao and Mr. Prabhakar Dalal as other members.

Audit Committee

The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman), Mr. Manchi Venkat Rajarao and Mr. Prabhakar Dalal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015, includes an Ethics Officer and other senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ethics Officer and other Senior Officers or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link -http://www.cebbco.com/docs/profile_for_investors.html.

Meeting of the Board

6(Six) meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the audited financial statement.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the act read with rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Director report for the year ended March 31st, 2016.

Conservation of Energy:

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

The Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules.

Technology Absorption

Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company persistently endeavors for maintenance and improvement in quality of its products.

Foreign Outgo & Earning

During the year under the review, the Company had Foreign Exchange Earnings Nil and Foreign

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ANNEXURE III to this Report.

Employee

There is no employee in the company whose particulars are required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereto.

GENERAL

1) Public Deposit - Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

3) Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of this report - This points needs to be reviewed close to the date of Report

4) Share Capital - The paid up equity capital as on March 31, 2016 was Rs. 54,94,29,640.00.During the previous year, the Company issued 2,000,000 unlisted non-convertible, cumulative redeemable preference shares of the Company of the face value of '' 100/- each, for an aggregate value of Rs. 20 Crores, at par, on a private placement basis, jointly to the promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. Up to March 31, 2016, Rs. 13.00 Crores has been paid up. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, 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 March 31, 2016 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 Act 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.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers /financial institutions and vendors for their continued support and guidance.

For on behalf of the Board

COMMERCIAL ENGINEERS & BODY BUILDERS CO LTD.

Place: Mumbai P.Y. Gurav Prabhakar Dalal

Date: 10th August, 2016 DIN:02004317 DIN:00544948

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2015.

Financial Highlights In Rs. Lacs

Particulars 2014-15 2013-14

Gross Sales 15238.46 18536.94

Net Sales (Excluding Excise Duty) 11844.38 13885.99

Other Income 239.98 268.71

Total Expenditure 18120.44 20927.81

Profit/(Loss) Before Tax and (6036.08) (6773.11) exceptional items

Exceptional Item (impairment of asset) 6300.00

Provision for Tax (2081.47) 269.97

Profit/(Loss) After Tax (10254.61) (7043.08)

Balance Brought Forward From Previous Year 2266.61 9052.57

Reversal of Proposed Dividend (Net) 257.13

Balance Carried Forward to Balance Sheet (7988.00) 2266.61

Performance at Glance

The Company has recorded gross sales of Rs. 15238.46 Lacs in the closed financial year 2014-15, which is 18.00% lesser as compared to the previous financial year.

Further your Company has recorded profit/(loss) before tax & exceptional item is Rs. (6036.08) Lacs (Previous year loss: Rs. 6,773.11 Lacs).

The Profit / (loss) after tax is at Rs. (10254.61) Lacs in the current year. (Previous year loss: Rs. 7043.08 Lacs).

A reference may please be made to Management Discussion and Analysis Section for analytical information regarding performance of the current fiscal.

Dividend

No dividend is recommended for distribution to the members for the year under review as the company has incurred losses.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2014-15 were on an arm's length basis and were in the ordinary course of the business. The Company has not enter into any material or significant related party transactions with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link. http://www.cebbco.com/docs/profile for investors.html.

The attention of Members is drawn to Note 35 of the financial statement which sets out related party disclosures.

Disclosure on Subsidiaries

The Company does not have any subsidiary.

Corporate Social Responsibility (CSR)

A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities to be undertaken by the Company has been formulated by the Corporate Social Responsibility Committee (CSR Committee) and recommended to the Board, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.cebbco.com/docs/profile for investors.html.

The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I

Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, a Risk Management committee has been constituted by the company. The details of the committee and its terms of reference are set out in the Corporate Governance Report.

The company is continuously monitoring the risk and methods to mitigate these risks.

Internal Financial Controls

Details of internal financial control and its adequacy are included in the management discussion and analysis report, which forms part of this report.

Directors and KMP

The Board of Directors comprises of:

Mr. Anil Gopal Joshi - Chairman and Independent Director Dr. Kailash Chand Gupta - Non Executive Promoter Director Mr. Prakash Yashwant Gurav - Independent Director Mr. Prabhakar Ramchandra Dalal - Independent Director Mr. Manchi Venkat Rajarao - Independent Director Mrs. Nandini Malpani -Non Executive Promoter Director

The KMPs are as follows:

Mr. Deepak Tiwary - Chief Executive Officer Mr. Ajeet Garde - Chief Finance Officer Mr. Anurag Misra - Company Secretary

During the year following directors resigned :

Mr. Sevantilal Popatlal Shah - Independent Director Mr. Sudhir K Vadehra - Independent Director Mr. Ravi Gupta - Independent Director

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Kailash Chand Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Further we confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of recommendations of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, an evaluation process was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarisation 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: http://www.cebbco.com/docs/profile for investors.html.

Statutory Auditors

M/s Deloitte Haskins & Sells LLP, firms' registration number-117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (west), Mumbai-400 013 Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. In accordance with applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, Board recommends their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company.

The Notes on financial statement referred to in the Auditor's Report are self- explanatory and do not require any further comments and explanations. Further, the Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion.

Secretarial Auditor

The Board has appointed M/s S.K. Gupta & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as ANNEXURE II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures :

Corporate Social Responsibility Committee

The CSR Committee comprises Mr. Anil Gopal Joshi (Chairman), Mr. Manchi Venkat Rajarao and Mr. Prabhakar Ramchandra Dalal as other members.

Audit Committee

The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman) and Mr. Anil Gopal Joshi and Mr. Prabhakar Ramchandra Dalal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics Officer and other Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ethics Officer and other Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link http://www.cebbco.com/docs/profile for investors.html.

Meeting of the Board

Ten meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the audited financial statement.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the act red with rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Director report for the year ended March 31st 2015.

Conservation of Energy:

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

The Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules.

Technology Absorption

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company persistently endeavors for maintenance and improvement in quality of its products.

Foreign Outgo & Earning

During the year under the review, the Company had Foreign Exchange Earnings Nil and Foreign Exchange Outgo of Rs. 564.00/-Lacs.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ANNEXURE III to this Report.

Employee

There is no employee in the company whose particulars are required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereto.

GENERAL

1) Public Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

3) Material changes affecting the financial position of the Company which have occured between the end of the financial year of the Company to which the financial statement relate and the date of this report - The Company has availed loan facility from finance company to the extent of Rs. 21 Crores and the same has interalia being utilised for repayment of the loan outstanding to a Bank (After negotiating a discount of Rs. 32 Lacs) for clearing of the statutory dues and for repayment of high cost loans.

4) Share Capital

During the year under review, the Company issued 2,000,000 unlisted non-convertible, cumulative redeemable preference shares of the Company of the face value of Rs. 100/- each, for an aggregate value of Rs. 20 Crore, at par, on a private placement basis, jointly to the promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. As of date Rs. 45/- per share is called up and paid up out of total face value of Rs. 100/-. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Directors Responsibility Statement

Your Directors state that :

a) in the preparation of the annual accounts for the year ended March 31,2015, 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 March 31,2015 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 Act 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.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers /financial institutions and vendors for their continued support and guidance.

For on behalf of the Board

Commercial Engineers & Body Builders Co Ltd

Place: Mumbai Anil Joshi Date: 6th August 2015 Chairman DIN: 0019927

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Mar 31, 2014

Dear Members,

The Directors present the 34th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial Highlights In Rs. Lacs

Particulars 2013-14 2012-13

Gross Sales 18536.94 59, 041.79

Other Income 268.71 138.41

Loss/Profit Before Tax (6773.11) 3,350.11

Provision for Tax 269.97 1, 499.55

Loss/Profit After Tax (7043.08) 1,850.56

Balance Brought Forward From Previous Year 9052.57 7,459.14

Balance C/F to Balance Sheet 2266.61 9052.57

Performance at Glance

The Company has recorded gross sales of Rs. 18536.94 Lacs in the financial year 2013-14, which is 68.60% lower as compared to that in the previous financial year.

The Company recorded a Loss before tax of Rs. 6773.11 Lacs (Previous year: Profit before tax of Rs 3,350.11 Lacs).

The Loss after tax was Rs. 7043.08 Lacs (Previous year: Profit after tax of Rs. 1,850.56 Lacs)

Further Company has recorded a loss of Rs. 16.91 Crores against the gross sales of Rs. 42.34 Crores in the First Quarter of the Current Fiscal (2014-15).

Dividend

No dividend is recommended for distribution to the members for the year under review as the company has incurred losses.

Directors

The Board of Directors currently consists of the following persons:

Mr. Anil Gopal Joshi - Chairman and Independent Director (Appointed on 15th July, 2014)

Dr. Kailash Gupta - Non Executive Director (Promoter) (Appointed on 15th July, 2014)

Mr. Prakash Y Gurav - Independent Director (Appointed on 15th July, 2014)

Mr. Prabhakar Dalal - Independent Director (Appointed on 15th July, 2014)

Mr. Venkat Raja Manchi Rao - Independent Director (Appointed on 15th July, 2014)

Mrs. Nandini Malpani - Non Executive Director (Promoter) (Appointed on 15th July, 2014).

The following persons who were Directors of the Company have resigned as Directors on 16th July, 2014:

Mr. Sevantilal Popatlal Shah - Independent Director (Resigned w.e.f. 16th July, 2014)

Mr. Sudhir K Vadehra - Independent Director (Resigned w.e.f. 16th July, 2014)

Mr. Ravi Gupta - Independent Director (Resigned w.e.f. 16th July, 2014)

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm''s Registration Number- 117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (west), Mumbai-400 013, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. In accordance with the applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, the Board recommends their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of the 37th AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Your Company has been continuously making efforts to conserve energy in all possible ways.

During the year under review, the Company has not absorbed any Foreign Technology.

During the year under review, the Company had Foreign Exchange Earnings of Rs. Nil and Foreign Exchange Outgo of Rs. 20.01 Lacs.

Employees

There is no employee in the Company whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the amendments thereto.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) That in preparation of Accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That 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 at the end of the Financial year and of the profit/loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv) That the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2014 on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers / financial institutions and vendors for their continued support and guidance.

For on behalf of the Board Commercial Engineers & Body Builders Co Ltd

Place : Jabalpur Anil Joshi Date : 14th August 2014 Chairman

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Mar 31, 2013

The Directors take pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

Financial Highlights (Rs.Lacs )

Particulars 2012-13 2011-12

Gross Sales 59,041.79 65,373.18

Other Income 138.41 227.12

Profit Before Tax 3,350.11 5,678.16

Provision for Tax 1,499.55 1,597.97

Profit after Tax 1,850.56 4,080.19

Balance Brought Forward 7,459.14 3,378.95

From Previous Year

Capitalised 0.00 0.00 on issue of bonus shares

Balance c/f to Balance Sheet 9,309.70 7,459.14

Performance at Glance

The Company has recorded gross sales of Rs. 59, 041.79 Lacs in the closed financial year 2012-13, which is 9.68% lower as compared to the previous financial year.

Further your Company has recorded profit before tax of Rs. 3,350.11 Lacs (Previous year: Rs. 5,678.16 Lacs).

The Profit after tax is at Rs. 1,850.56 Lacs in the current year. (Previous year:Rs. 4,080.19 Lacs)

Dividend

Your Directors recommend a final Dividend of 4% (Rs 0.40/- per equity share of Rs 10/- each) to be appropriated from the profits of the year 2012- 13, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

Directors

The Board of Directors comprises of -

1 Dr. Kailash Gupta - Chairman cum Managing Director

2Mr. Ajay Gupta - Whole Time Executive Director (Resigned on 26th March, 2013)

3 Mr. Sevantilal Popatlal Shah - Independent Director

4 Mr. Sudhir K Vadehra - Independent Director

5 Mr. Akhil Shriprakash Awasthi - Non Executive Nominee Director (Resigned on 18th March, 2013)

6 Mr. Ravi Gupta - Independent Director

7 Mr. Praveen Kumar - Independent Director

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Auditors

M/s Deloitte Haskins & Sells, firms'' registration number-117366W, Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (West), Mumbai, 400 013 Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

Auditor''s report

Our auditors in clause (v) of the Annexure to the Independent Auditor''s Report have observed the need to strengthen the internal controls in the areas of purchase of inventory, fixed assets (including capital work in progress) and sale of goods and services with respect to timely and adequate maintenance of physical/electronic records .The Board & Audit Committee have directed the management to take all necessary actions/steps to strengthen the controls in the above referred areas.

The internal auditor of the company is also advised to perform the audit in these specific areas where the control weakness has been observed and report the progress to the Board & Audit Committee on periodic intervals.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Your Company has been continuously making efforts to conserve the energy in all possible ways.

During the year under review, the Company has not observed any Foreign Technology.

During the year under review, the Company has a Foreign Exchange Earnings of Rs. Nil and Rs. 6.86 Lacs as Foreign Exchange outgo.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure A forming part of this report.

Place: Jabalpur Date: 12th August 2013

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors

confirm:- 1 That in preparation of Accounts for the financial year ended 31st March, 2013; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2 That 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 at the end of the Financial year and of the profit of the company for the year under review.

3 That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

4 That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board

Commercial Engineers & Body Builders Co Ltd Kailash Gupta Chairman cum Managing Director

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Mar 31, 2012

To the Members of Commercial Engineers & Body Builders Co Ltd

The Directors take pleasure in presenting the 32nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

Financial Highlights

(Rs. in Lacs)

Particulars 2011-12 2010-11

Gross Sales 65,373.18 29,991.31

Other Income 227.12 285.48

Profit Before Tax 5,678.16 727.11

provision for tax 1,597.97 157.17

Profit After Tax 4,080.19 569.94

Balance Brought Forward 3,378.95 2,809.01 From Previous year

Capitalised on issue of 0.00 0.00 bonus shares

Balance c/f to Balance 7,459.14 3,378.95

Performance At glance

The Company has recorded gross sales of Rs. 65,373.18 Lacs in the closed financial year 2011-12, which is 117.97% higher as compared to the previous financial year.

Further your Company has recorded Profit before tax of Rs. 5,678.16 Lacs (Previous year: Rs. 727.11 Lacs).

The Profit after tax is at Rs. 4,080.19 Lacs in the current year. (Previous year: Rs. 569.94 Lacs)

Dividend

No dividend is recommended for distribution to the members for the year under review in view of the expansion plans ahead of the company.

Directors

The Board of Directors comprises of

Dr. Kailash Gupta - Chairman cum Managing Director

Mr. Ajay Gupta - Whole Time Executive Director

Mr. Bharat Bakhshi - Non Executive Nominee Director (Resigned on 10th August, 2011)

Mr. Sevantilal Popatlal Shah - Independent Director

Mr. Arun Kumar Rao - Independent Director (resigned on 13th December, 2011)

Mr. Sudhir K Vadehra - Independent Director

Mr. Akhil Shriprakash Awasthi - Non Executive Nominee Director

Mr. Ravi Gupta - Independent Director

Mr. Shyam Mani - Non Executive Additional Director (Resigned on 30th january, 2012)

Mr. Praveen Kumar (appointed on 13th December 2011)

Auditors

M/s Deloitte Haskins & Sells, firms' registration number- 117366W, Chartered Accountants, 12 Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli, Mumbai, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

ConserVAtion of Energy, Technology Absorption and Foreign Exchange Earnings and Out go your Company has been continuously making efforts to con-serve the energy in all possible ways.

During the year under review, the Company has not observed any Foreign Technology.

During the year under review, the Company has a Foreign Exchange Earnings of Rs. nil and Rs. 39.34 Lacs as Foreign Exchange outgo.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of

Employees) Rules, 1975 is given as Annexure A forming part of this report.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm:-

i) That in preparation of Accounts for the financial year ended 31st March, 2012; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That 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 at the end of the Financial year and of the Profit of the company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv) That the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2012 on a going concern basis.

Acknowledgements

your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board

Commercial Engineers & Body Builders Co Ltd

Place: jabalpur Kailash gupta

Date: 3rd August 2012 Chairman cum Managing Director

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Mar 31, 2011

To the Members of

The Commercial Engineers & Body Builders Co Ltd

The Directors take pleasure in presenting the 31st Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, 2011.

Financial Highlights

(Rs. in Lacs)

Particulars 2010-11 2009-10

Gross Sales 295,33.84 240,96.30

Other Income 7,42.95 4,78.76

Profit Before Tax 7,27.11 30,80.11

Provision for Tax 1,57.17 10,50.19

Profit After Tax 5,69.94 20,29.92

Balance Brought Forward From Previous Year 28,09.01 15,67.01

Capitalised on issue of bonus shares - 7,87.92

Balance c/f to Balance Sheet 33,78.95 28,09.01

Performance at a Glance

Your Company has recorded gross sales of Rs. 295,33.84 lakhs in the closed financial year 2010-11, which is 22.57% higher as compared to the previous financial year. Further your Company has recorded profit before tax of Rs. 7,27.11 lakhs (PY: Rs 30,80.11 lakhs). The Profit after tax is at Rs. 5,69.94 lakhs in the current year (PY: Rs. 20,29.92 lakhs).

Dividend

No dividend is recommended for distribution to the members for the year under review in view of the expansion plans ahead of the company.

Directors

The Board of Directors comprises of Dr. Kailash Gupta - Chairman and Managing Director, Shri Ajay Gupta - Whole Time Executive Director, Sri Bharat Bakhshi - Non-Executive Nominee Director (Resigned on 10th August, 2011), Shri Sevantilal Popatlal Shah - Independent Director, Shri Arun Kumar Rao - Independent Director, Shri Sudhir K Vadehra - Independent Director, Shri Akhil Shri Prakash Awasthi - Non- Executive Nominee Director, Shri Ravi Gupta-Independent Director, Shri Shyam Mani - Non-Executive Additional Director.

Auditors

M/s Deloitte Haskins & Sells, registration number-117366W, Chartered Accountants, 12 Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli, Mumbai, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting. Being eligible, the Auditors offer themselves for re-appointment.

"The Co, has received a letter, from them to the effect that their appointment, if made. would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956. You are requested to consider their appointment."

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company has been continuously making efforts to con-serve energy in all possible ways.

During the year under review, the Company has not absorbed any Foreign Technology.

During the year under review, the Company has had no Foreign Exchange Earnings of and a Foreign Exchange outgo of Rs. 0.27 lakhs.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given as Annexure A forming a part of this report.

Directors Responsibility Statement

Pursuant to Section 224 (1B) of the Companies Act, 1956, the Directors confirm:

i) That in preparation of accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That 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 at the end of the financial year and of the profit of the company for the year under review.

iii) That the Directors have taken proper and sufficient care towards maintening adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on agoing concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board,

Commercial Engineers & Body Builders Co Ltd.,

Dr. Kailash Gupta

Chairman and Managing Director

Place: labalpur

Date: 10th August, 2011