Jupiter Wagons Limited (the "Company") has made a disclosure to the BSE and NSE in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding agreements executed by its wholly-owned subsidiary.

The disclosure concerns the execution of Transaction Documents between the Company, its subsidiary Jupiter Tatravagonka Railwheel Factory Private Limited ("JTRWF"), Lucchini RS Holding S.p.A. ("Lucchini"), and Simest S.p.A. ("Simest"). Lucchini and Simest are collectively referred to as the "Investors".

The core transaction involves a Share Subscription Agreement (SSA) and a Shareholders' Agreement (SHA).

Key Transaction Details:

  • Parties: Jupiter Wagons Limited, JTRWF, Lucchini RS Holding S.p.A., Simest S.p.A.
  • Purpose: To record the terms and conditions of the investment by the Investors in JTRWF for building India's first fully integrated private-sector railwheel manufacturing platform.
  • Shareholding Post-Transaction: Upon completion of the share allotment, the Investors will collectively hold legal and beneficial ownership of 25% of JTRWF's share capital plus 1 (one) share. The Company, Jupiter Wagons Limited, will hold the remaining balance of shares in JTRWF.
  • Nature of Relationship: The Company is the holding company of JTRWF. The Investors are confirmed to not be related to the promoter, promoter group, or group companies of Jupiter Wagons in any manner. The transaction is not a Related Party Transaction and is conducted at arm's length.

Significant Terms of Agreements:

  • The SSA sets out the conditions for the completion of the investment, including customary inter-se representations, warranties, and indemnity provisions.
  • The SHA sets out the inter-se rights and obligations between the parties for the management of JTRWF. This includes non-compete provisions, transfer restrictions, and exit rights.
  • The Company is a party to these agreements in its capacity as the promoter of JTRWF. The disclosure explicitly states that there will be no impact on the board of directors or the capital structure of Jupiter Wagons Limited itself.

Investment Details:

  • Number of Shares: The Investors shall subscribe to 111,649,274 (One Hundred Eleven Million Six Hundred Forty-Nine Thousand Two Hundred Seventy-Four) equity shares of JTRWF.
  • Issue Price: The subscription price is INR 26 per equity share.
  • Price Breakdown: The issue price includes a premium of INR 16 per equity share.

The disclosure is made pursuant to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The letter was digitally signed by Ritesh Kumar Singh, Company Secretary and Compliance Officer, on August 04, 2026.