Jupiter Wagons Limited has filed mandatory insider trading disclosures following the completion of a significant warrant conversion exercise by its promoter TATRAVAGONKA A.S. The company received the disclosure on December 19, 2025, and subsequently filed it with stock exchanges in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

Warrant Conversion and Regulatory Filing

The disclosure pertains to the acquisition of 28,72,340 equity shares by TATRAVAGONKA A.S. through the conversion of convertible warrants originally issued on June 29, 2024. The Fund Raising Committee of the Board of Directors had approved this allotment on December 19, 2025, marking the successful conversion of warrants issued through preferential allotment on a private placement basis.

Shareholding Pattern Changes

The warrant conversion has resulted in changes to the promoter's shareholding pattern in Jupiter Wagons Limited. TATRAVAGONKA A.S. has strengthened its stake in the company through this warrant exercise, with the shareholding increasing from the pre-conversion levels.

Regulatory Compliance Framework

The disclosure has been filed under Regulation 7(2) read with Regulation 6(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. TATRAVAGONKA A.S., being a promoter entity, is required to make continual disclosures for any changes in shareholding. The company has communicated this disclosure to both BSE Limited and National Stock Exchange of India Limited for record maintenance.

Capital Structure Impact

The warrant conversion has resulted in an increase in Jupiter Wagons' issued, subscribed and paid-up capital. 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 successful completion provides Jupiter Wagons with additional capital that can be utilized for 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.