BSECompany Update2d ago · 4 Aug 2026, 05:25 pm

Please find the enclosed imtimation.

Jupiter Wagons Ltd · 533272

✦ AI SummaryJoint Venture

Jupiter Wagons Ltd has entered into a strategic partnership with Lucchini RS Holding S.p.A. and Simest S.p.A. to build India's first fully integrated private-sector railwheel manufacturing platform. The investors will hold 25% of the share capital of Jupiter Tatravagonka Railwheel Factory Private Limited, a wholly-owned subsidiary of Jupiter Wagons Ltd.

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Full Announcement

Jupiter Wagons Ltd - 533272 - Our Intimation Dated August 03, 2026: Jupiter Wagons And Lucchini RS Forge Strategic India-Italy Railway Partnership To Build India''s First Fully Integrated Private-Sector Railwheel Manufacturing Platform

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August 04, 2026 The Corporate Relationship Department, The Manager, Listing Department, BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai - 400 001. Mumbai - 400 051. Scrip Code: 533272 NSE Symbol : JWL Sub: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”). Ref: Our intimation dated August 03, 2026: Jupiter Wagons and Lucchini RS Forge Strategic India-Italy Railway Partnership to Build India's First Fully Integrated Private-Sector Railwheel Manufacturing Platform Dear Madam/Sir, Jupiter Wagons Limited (“Company”), Lucchini RS Holding S.p.A. (“Lucchini”), Simest S.p.A. (“Simest”) (Lucchini and Simest are collectively referred to as “Investors”) and the Company’s wholly owned subsidiary Jupiter Tatravagonka Railwheel Factory Private Limited (“JTRWF”) have entered into inter alia (i) a share subscription agreement wherein JTRWF is desirous of issuing to the Investors, and the Investors, have agreed to subscribe to, the equity shares of JTRWF, on the terms and subject to the conditions contained in the share subscription agreement (“SSA”), such that upon completion of the allotment of shares pursuant to the SSA, the Investors shall hold the legal and beneficial ownership to 25% of the share capital plus 1 share of JTRWF and the Company shall hold the balance shareholding in JTRWF; and (ii) shareholders’ agreement to set out the inter-se rights and obligations of the Company and Investors with respect to JTRWF (“SHA”) (the SHA and SSA are collectively referred to as “Transaction Documents”). This intimation is being made in compliance with Regulations 30, read with Schedule III and other applicable regulations of the SEBI Listing Regulations and the required disclosure is enclosed as Annexure A. This is for your information and record. Yours Faithfully, For Jupiter Wagons Limited Ritesh Kumar Singh Company Secretary and Compliance Officer Corporate Office : 16 Taratala Road, Kolkata - 700088 (W.B.) Phone : 033-6522 9400/01 Regd. Office : 48 Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur - 482001 (M.P.) Phone : 0761-266 1336 Website : www.jupiterwagons.com e-mail : corporate@jupiterwagons.com Annexure A The details as required under SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are as under: S. No. Particulars Details 1. Name(s) of parties with whom the The Transaction Documents been executed agreement is entered. between the Jupiter Wagons Limited (“Company”), Jupiter Tatravagonka Railwheel Factory Private Limited (“JTRWF”), Lucchini RS Holding S.p.A. (“Lucchini”), Simest S.p.A. (“Simest”) (Lucchini and Simest are collectively referred to as “Investors”) 2. Purpose of entering into the agreement. To record the terms and conditions of the investment by the Investors in JTRWF. 3. Shareholding, if any, in the entity with The Investors shall hold the legal and whom the agreement is executed. beneficial ownership to 25% of the share capital plus 1 share of JTRWF and the Company shall hold the balance shareholding in JTRWF. 4. Significant terms of the agreement (in The Company is a party to the Transaction brief) special rights like right to appoint Documents in the capacity of promoter of directors, first right to share subscription in JTRWF. Accordingly, there will be no impact case of issuance of shares, right to restrict on its board of directors or capital structure of any change in capital structure etc. the Company. The SSA, inter alia, sets out the conditions for completion of the proposed investment by the Investors and 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, including non- compete provisions, transfer restrictions and exit rights. 5. Whether, the said parties are related to The Company is the holding company of promoter/promoter group/ group JTRWF. The Investors are not related to the companies in any manner. If yes, nature of promoter/ promoter group / group companies relationship. in any manner. 6. Whether the transaction would fall within The transaction is not in the nature of a related party transactions? If yes, whether Corporate Office : 16 Taratala Road, Kolkata - 700088 (W.B.) Phone : 033-6522 9400/01 Regd. Office : 48 Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur - 482001 (M.P.) Phone : 0761-266 1336 Website : www.jupiterwagons.com e-mail : corporate@jupiterwagons.com S. No. Particulars Details the same is done at “arm’s length”. related party transaction. 7. In case of issuance of shares to the Pursuant to the SSA, subject to completion of parties, details of issue price, class of the relevant conditions precedent, the shares issued. Investors shall subscribe to 111,649,274 (one hundred and eleven million six hundred forty nine thousand two hundred and seventy four) equity shares of JTRWF, at a price of INR 26 per equity share including premium of INR 16 per equity share. 8. Any other disclosures related to such Please see paragraph 4 above. agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc. 9. In case of termination or amendment of Not applicable agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details of amendment and impact thereof or reasons of termination and impact thereof. Corporate Office : 16 Taratala Road, Kolkata - 700088 (W.B.) Phone : 033-6522 9400/01 Regd. Office : 48 Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur - 482001 (M.P.) Phone : 0761-266 1336 Website : www.jupiterwagons.com e-mail : corporate@jupiterwagons.com