Jupiter Wagons Limited has completed a significant warrant conversion exercise, allotting 28,72,340 equity shares to its promoter TATRAVAGONKA A.S. The Fund Raising Committee of the Board of Directors approved this allotment on December 19, 2025, marking the successful conversion of convertible warrants originally issued in June 2024.

Warrant Conversion Details

The conversion involved 28,72,340 convertible warrants that were initially allotted to TATRAVAGONKA A.S. on June 29, 2024, through preferential allotment on a private placement basis. The warrants carried an issue price of ₹470.00 per warrant, with the promoter having paid ₹117.50 (25% of the issue price) as initial subscription amount during the original allotment.

Impact on Share Capital Structure

The warrant conversion has resulted in an increase in Jupiter Wagons' issued, subscribed and paid-up capital. The company's equity share capital structure has been enhanced following this allotment.

Promoter Shareholding Changes

The conversion has resulted in an increase in the promoter group's shareholding in Jupiter Wagons Limited. TATRAVAGONKA A.S., being the promoter entity, has strengthened its stake in the company through this warrant exercise.

Regulatory Compliance and Share Rights

The allotment has been conducted in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. Jupiter Wagons has fulfilled its disclosure obligations under Regulation 30 of the SEBI Listing Regulations.

The newly allotted equity shares rank pari passu with existing equity shares of the company in all respects, including dividend payment rights and voting rights. This ensures equal treatment of all shareholders and maintains the integrity of the company's capital structure.

The successful completion of this warrant conversion provides Jupiter Wagons with additional capital of approximately ₹135.00 crores, which can be utilized for the company's business operations and growth initiatives.

Jupiter Wagons Limited announced a key board appointment on December 15, 2025, strengthening its leadership team with the addition of an experienced rail industry executive. The company's Board of Directors approved the appointment of Mark Damian Stevenson as Additional Non-Executive Non-Independent Director, marking a strategic move to enhance the board's expertise in rail logistics and operations.

Board Meeting Outcome

The Board of Directors, acting on recommendations from the Nomination and Remuneration Committee, approved Stevenson's appointment during their meeting held on December 15, 2025. The meeting commenced at 11:40 AM and concluded at 12:45 PM.

Shareholder Approval Process

The appointment is subject to approval from the company's shareholders through postal ballot. The Board has approved the postal ballot notice, and Jupiter Wagons will communicate the process, timelines, and other requisite details regarding the postal ballot in due course.

Director Profile and Experience

Mark Damian Stevenson brings extensive qualifications and experience to Jupiter Wagons' board. He is a graduate with MA (Oxon) in Modern Languages from the University of Oxford and qualified as a Chartered Accountant (ICAEW) with PriceWaterhouseCoopers in 1989.

Stevenson is a seasoned senior rail industry executive with more than three decades of leadership experience across European freight railcar leasing, financial stewardship, and large-scale operational transformation. He played a significant role in developing a Common Debt Platform with an issue volume of over $3.00 billion.

Leadership Track Record

Stevenson's notable achievements include his role at VTG AG, which was listed on the SDAX in Germany until 2019 when it was taken private following a successful takeover by Morgan Stanley Investment Partners. As acting CEO, he provided strategic continuity and leadership during a critical phase of organizational transition in the final sale process.

His leadership contributed to ensuring financial stability, stakeholder alignment, and smooth execution of the transition, which resulted in a remarkable increase in the company's equity value, reflecting strong investor confidence and sustained business performance.

Regulatory Compliance

The appointment complies with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, under Regulation 30. Stevenson is not debarred from holding the office of director pursuant to any SEBI order or any other authority. Additionally, he is not related to any Director on the Board of Jupiter Wagons Limited.