Texmaco Rail & Engineering Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure in presenting the 15th Operational Annual Report of the Company along with the Audited Standalone Financial Statements for the financial year ended 31st March 2025.

FINANCIAL HIGHLIGHTS

(Rs in Crore)

	2024-25	2023-24
Operating Profit (PBIDT)	358.79	287.83
Less: Interest (Net)	65.83	73.94
Gross Profit (PBDT)	292.96	213.89
Less: Depreciation	34.33	35.19
Profit before Taxation	258.63	178.70
Less: Tax Expenses
- Current Tax including tax related to earlier years	50.28	28.15
- MAT Credit entitlement	34.85	(13.57)
- Deferred Tax Liability	1.37	51.43
Profit after Taxation	172.13	112.69
Add: Balance brought forward from previous year	280.82	174.89
	452.95	287.58
Appropriations
Dividend paid	19.97	4.83
General Reserve	2.00	2.00
Other Appropriations	0.35	(0.07)
Balance Carried Forward	430.63	280.82

Note: the above figures are extract of the Audited Financial Statements prepared for the Financial Year ended 31s March 2024 & 31s March 2025.

Dividend

Your Directors recommend payment of dividend of 75% i.e. Rs 0.75 per equity share of face value of Rs 1 each for financial year ended 31st March 2025.

Standalone Turnover for the year was Rs 4330.91 crore. The Profit before Depreciation and Tax (PBDT) and Profit before Tax (PBT) for the year were Rs 292.96 crore and Rs 258.63 crore respectively. The Net Profit was Rs 172.13 crore, after providing net tax liability of Rs 86.5 crore for the year as per the Profit and Loss Account drawn up in accordance with the Indian Accounting Standards as specified under the Companies Act, 2013 (Act). The Company has transferred Rs 2 crore to General Reserves during the year.

SIGNIFICANT FINANCIAL RATIOS

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the significant financial ratios on the basis of standalone financials of the Company are given below:

Particulars		2024-25	2023-24	2022-23
Net Profit Margin*	%	4.07	3.22	0.88
Operating Profit Margin*	%	6.04	5.77	3.51
Debtors Turnover	Times	4.17	4.20	3.31
Inventory Turnover	Times	6.16	5.00	4.33
Debt Equity Ratio	Times	0.32	0.26	0.73
Current Ratio	Times	2.36	2.63	1.59
Interest Coverage Ratio	Times	3.18	2.43	1.30
Return on Net Worth	%	6.48	4.56	1.49

* Increase in profit margin is due to higher volume & cost reduction measures.

# Improvement due to higher profits.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview of the Industry

India continues to remain one of the fastest-growing major economies globally, with GDP growth for FY25 at 6.2%. This resilient growth is underpinned by strong domestic consumption, sustained government investments in infrastructure, and ongoing structural reforms. According to the IMFs World Economic Outlook (April 2025), India is expected to maintain its position as the fastest- growing major economy, supported by robust performance in manufacturing, services, and agriculture, despite global headwinds.

Inflationary pressures are expected to ease in 2025, with CPI inflation moderating due to stable commodity prices and prudent fiscal measures. The current account deficit (CAD) is projected to remain within manageable levels, backed by healthy remittances and service exports, even amidst prevailing geopolitical and trade-related uncertainties.

Reinforcing its infrastructure-led development agenda, the Government of India has allocated 2.52 lakh crore for Indian Railways in FY25, rising to 2.60 lakh crore in FY26. These allocations will support critical areas including electrification, advanced safety systems such as Kavach, and rolling stock procurement. Indian Railways has set a freight target of 1,700 million tonnes (MT) for FY26, with a long-term goal of reaching 3,000 MT by 2030.

Initiatives such as the Gati Shakti cargo terminals, dedicated freight corridors, and the expansion of Vande Bharat trains are expected to significantly enhance efficiency and capacity in the logistics sector. The push toward 100% railway electrification by FY26 is also poised to strengthen Indias transportation backbone, laying a solid foundation for long-term growth in logistics, manufacturing, and the broader economy.

Texmaco Business - An Overview

After navigating an evolving business environment, your Company has rapidly transformed to become the most sought-after partner in rail infrastructure. Our commitment to delivering value, delighting stakeholders, and providing end-to-end innovative rail solutions continues to define our journey.

Renowned for delivering world-class rolling stock and rail solutions, your Company remains a critical supplier of freight cars, rail components, coach interiors, and railway castings, with a strong presence in both domestic and international markets.

By combining legacy excellence with cutting-edge innovation, we have positioned ourselves as a trusted solutions partner, bringing unmatched value and reliability to our customers.

During FY25, your Company delivered a robust financial performance, supported by strategic expansion, resilient demand, and timely execution of key orders. Total Income grew by 20.7% year-on- year, reaching 4,331 crore, reflecting the benefits of infrastructure investments and a competitive product portfolio. Profit after tax increased to 172 crore, underscoring improved operating efficiencies and higher volumes.

The trust reposed by Indian Railways, global customers, and private clients in our offerings underlines our reputation as a dependable and forward-thinking partner.

Orders received from these customers provide long- term revenue visibility and position your Company well for continued growth. Additionally, plans to accelerate export expansion, targeting significant growth over the next two to three years, will enable your Company to capture opportunities arising from geopolitical shifts and increasing rail investments in Africa, Southeast Asia, and Europe.

In response to growing demand, your Company launched a dedicated unit for Component Systems to broaden its offerings and entered a joint venture (Texmaco Nymwag) focused on advanced rail manufacturing solutions, with operations expected to commence in FY26. These strategic initiatives will enhance your Companys role as a global sourcing partner for multinational corporations and strengthen capabilities in high-precision rail systems. Further, the proposed strategic slump exchange of the Infra Rail & Green Energy Division will allow greater focus on core manufacturing operations and short-cycle projects with quicker execution.

Your Companys five manufacturing facilities across West Bengal and Chhattisgarh, spread across 309 acres, continued to support higher volumes, with production increasing by 24% year-on-year to 8,683 wagons. Efficient utilization of these facilities demonstrates the Companys commitment to meeting both domestic and global demand.

Sustainability, service, and support are central to our value proposition. Key green initiatives, includes solar power projects, support efforts to reduce carbon emissions and enhance environmental performance. Additional measures such as energy- efficient lighting reinforce your Companys alignment with national sustainability goals.

Strategic partnerships with industry leaders such as Nevomo for high-speed rail technology and Hindalco for aluminium wagons help de-risk the business model. By blending strategic foresight with agile execution, Texmaco strengthens its role as a complete partner for modern rail mobility.

While challenges like wheelset shortages persisted, your Company has actively mitigated risks through its diversified portfolio and prudent working capital management.

Looking ahead, Texmaco is committed to elevating the customer experience through innovation, responsiveness, and enduring partnerships. With the Government of Indias continued emphasis on rail infrastructure including initiatives such as the Dedicated Freight Corridor and high-speed rail programs your Company is well-prepared to leverage emerging opportunities. By prioritizing order execution, capacity enhancement, and international market development, your Company will continue to drive long-term value creation for all stakeholders.

With a strong order book, expanding global reach, and a service-oriented mindset, Texmaco is not just building wagons - we are building relationships.

Talent Management

At Texmaco, we firmly believe that the cornerstone of our sustained success lies in the quality of our Human Relations.

A healthy and positive work environment enables an organization not only to function effectively but also to thrive in a competitive landscape.

Our human relations philosophy is built on the belief that employees are the most valuable asset of the organization. Accordingly, we are committed to fostering a culture that supports openness, empowerment, well-being, and inclusivity.

Key Pillars of our Human Relations Approach:

• Open Communication - We actively encourage transparent communication and feedback across all levels.

• Empowerment and Growth - We invest in training, mentoring, and continuous learning.

• Recognition and Appreciation - Our performance-based culture celebrates contribution

• Diversity and Inclusion - We value unique perspectives and equitable opportunities.

• Employee Well-being - Policies are designed for health, safety, and work-life balance.

• Teamwork and Collaboration - Built on trust and collective achievement.

As we grow and lead responsibly in the Rail and Engineering sector, we remain committed to nurturing human potential as a driver of innovation, loyalty, and long-term excellence.

Significant Development: Freight Car Division

Industry Outlook and Strategic Alignment

The Indian Railways is undergoing a transformational phase. Freight traffic is projected to rise from 1,700 MT in FY26 to 3,000 MT by 2030. Key sectors fueling this growth include Cement, Coal, Containers, Iron Ore, and Steel Raw Materials. The Union Budget has allocated 2.60 lakh crore toward railway infrastructure to accelerate this momentum.

Business Performance - FY 2024-25

Your Company delivered 8,683 wagons during FY 2024-25, backed by strong order execution, manufacturing scale, and quality assurance.

• 6,856 wagons were delivered to Indian Railways (IR)

• 1,827 wagons were supplied to private and export clients

• Total value: 3,158.77 Cr

• 2,351.90 Cr from IR

• 806.87 Cr from exports & private clients

• New orders received during the year includes 357 BRNAHS wagons and 677 BOBRN wagons.

This scale reaffirms Texmacos capabilities as a trusted partner to institutional and private customers alike.

Strategic Acquisition - Texmaco West Rail Ltd. (TWRL)

Through the acquisition of Jindal Rail Infrastructure

Ltd., now Texmaco West Rail Ltd. (TWRL), your Company expanded into high-demand segments like cement, steel, automotive, and containers.

• 1,929 wagons delivered from TWRL

• Revenue: 920 Cr

This acquisition complements Texmacos dual facilities manufacturing model, expanding agility and product specialization.

Export Growth & Global Recognition

Your Company continued to expand its global footprint with repeat orders and customer endorsements.

Notably, 250 gondola wagons were shipped during FY 2024-25 to Arcelor Mittal, Liberia, building on the successful earlier supply of 150 units, which received commendation for quality and reliability.

Texmacos export strategy is gaining traction, with a strong pipeline of enquiries for specialized wagons and turnkey railcar solutions.

This reflects growing global trust in Texmaco as a reliable, quality-driven sourcing partner.

Strategic Focus Areas

Your Companys freight division is now focused on:

• Customized wagons for cement, steel, containers, and agriculture

• Region-specific adaptations to meet international standards

• Integration of smart features like IoT, modular design, and efficiency tools

By combining strong design capabilities, dual-facility operations and global alliances, your Company is positioning itself as a full-spectrum freight mobility provider.

Technology Collaborations & Global Capability Centre (GCC)

Texmaco has launched its Global Capability Centre (GCC) to drive advancement in technology, innovation, and global-standard solutions for the rail and freight industry. The GCC serves as a collaborative platform, bringing together leading international partners, technology providers, and domain experts to co-develop next-generation products and solutions, with detailed product engineering, Digital Design & Analytics and IoT, Lightweight materials & life cycle optimizations.

Notably, Trinity-USA few others has shown strong enthusiasm for this initiative an has offered Texmaco the opportunity to be part of the GCC, recognizing it as a significant step towards shaping the future of rail technology and expanding global collaborations.

This initiative harnesses Indian talent and global best practices to create next-generation freight solutions.

New Business Initiatives

In line with a complete solutions approach, your Company acquired 51% stake in Saira Asia Interiors Pvt. Ltd., a leader in rolling stock interiors.

This strategic move strengthens Texmacos ability to offer end-to-end rolling stock packages - from exteriors to interior fit-outs.

Sustainability & ESG Initiatives

Your Company deepened its commitment to green operations through an equity partnership with Ampin Energy Transition Pvt. Ltd. to set up a 10 MW open-access solar power project in Chhattisgarh.

This project will:

• Lower power costs

• Reduce the Urla plants carbon footprint

• Mark a milestone in Texmacos long-term ESG roadmap

Sustainability at Texmaco is not an initiative — it is embedded in our operations, our strategy, and our

vision for the future.

Infra Rail & Green Energy Division

The Infra Rail & Green Energy Division focused on contract execution and project closure in FY25, achieving 392 crore in revenue, down from 448 crore the previous year.

Key highlights:

- Completed the Akhaura-Agartala railway link (Bangladesh portion) on June 30, 2024

- Delays in another major Bangladesh project due to political disruption

- Focus on large and mid-size tenders to revive growth

- Strategic efforts underway to resolve claims for contract extensions and scope changes

Major Targets:

• Subansiri Hydro Project: Final commissioning expected by Dec 2025

• Mizoram Bridge: Expected completion by June 2025

• Arun III (Nepal): Fabrication and erection progressing

• Farakka Hydro: Site work initiated

Despite headwinds, the division remains focused on de-risking, cash flow improvement, and core infrastructure delivery.

Infra Electrical Division

This division recorded all-time high revenue of 367.08 Crores and EBITA of 52.16 Crores in FY25.

Key achievements:

• Completion of 2x25 kV electrification project (Dalli to Rajhara)

• Orders worth 467.68 Cr in 2x25 kV systems

• Diversification into transmission lines (Order of 353.25 Cr from MPTCL and CSPTCL)

• Ballastless track laying for Delhi Metro extension (Majlis Park-R.K. Ashram) (Order value 117 Crore)

• 27 kms of track laid this year

• Maintenance of 4,000 kms of electrified railway lines for Indian Railways

This division exemplifies Texmacos agility in serving core rail needs while diversifying into adjacent, high- potential sectors.

Subsidiaries & Joint Ventures

Texmacos group structure includes multiple subsidiaries and joint ventures that contribute significantly to revenue, reach, and innovation.

A Report on the performance and financial position of each of the subsidiaries, associate and joint ventures as included in the Consolidated Financial Statement of the Company is provided in Form AOC-1 and forms a part of this Annual Report

Subsidiaries include:

i. Texmaco West Rail Ltd.

ii. Saira Asia Interiors Pvt. Ltd.

iii. Texmaco Nymwag Rail & Components Pvt. Ltd.

iv. Texmaco Transtrak Pvt. Ltd.

v. Texmaco Rail Electrification Ltd.

vi. Panihati Engineering Udyog Pvt. Ltd.

vii. Texmaco Rail Systems Pvt. Ltd.

viii. Belgharia Engineering Udyog Pvt. Ltd.

ix. Texmaco Middle East DMCC

During the year, Texmaco West Rail Ltd., Saira Asia Interiors Pvt. Ltd. and Texmaco Middle East DMCC have become the subsidiaries of the Company.

Further, Texmaco Defence Systems Pvt. Ltd. has ceased to be the associate of the Company.

JointVentures include:

i. Touax Texmaco Railcar Leasing Pvt. Ltd.

• 32 rake fleet, all under 10-15 year leases

• FY25 lease rental revenue: 81.33 Cr

• Orders for over 16 rakes in pipeline

The JV offers Texmaco a strong recurring income base and strategic market access in private leasing.

ii. Wabtec Texmaco Rail Pvt. Ltd.

• Total income: 132.06 Cr (up 33%YoY)

• PBT: 30.94 Cr (up 68%YoY)

• Supplies of draft gears, receivers, and brake systems at scale

• IR trials of onboard Brake System Health Monitor (BSHM) in 2025

• Joint development of modern freight car design for new IR tenders

This JV brings cutting-edge technology, global know-how, and domestic execution strength under one roof.

R&D Activities

A. Rolling Stock Unit

Texmacos Design & Innovation Centre is developing smart, lightweight, IoT-enabled wagons in collaboration with Indian Railways and global partners.

• ACT3 and BCBFG wagons for food grain logistics

• Multipurpose flat platforms, digital diagnostics

• Global Capability Centre (with Trinity) powering advanced engineering

• Partnership with Nevomo (Europe) to explore MagRail for high-speed linear propulsion

Texmacos R&D is transforming the rail freight landscape by blending indigenous innovation with global excellence.

B. Steel Foundry Unit

Recognized by DSIR, the R&D centre delivered:

• Green sand conversion for sustainability

• CMS Crossings for IR (passed RDSO tests)

• High-tensile export-grade couplers and knuckles

• Digital tools for dimensional precision

• Sand reclaimers to reduce raw material use

• Collaborations with Sampyo (Korea) and Wabtec

• New product pipeline: tight lock couplers, GET castings, high-speed bolsters

The Foundry is becoming a center of global-grade metallurgical innovation for freight safety and performance.

IT Services

Texmacos IT team achieved major modernization milestones:

• Migration to Oracle Fusion cloud-based ERP

• Deployment of cybersecurity and email protection tools

• Stability, efficiency, and resilience upgrades across systems

Technology is being leveraged not just to support, but to drive performance and secure growth.

Corporate Social Responsibility

Your Company maintains an unwavering dedication to community service and human welfare. This commitment manifests through strategic partnerships with neighbouring communities via comprehensive CSR initiatives spanning Education, Health, Sports, Environment, and Women Empowerment.

Through the Texmaco Neighbourhood Welfare Society, your Company runs a state-of-the-art Health & Wellness Hub offering physiotherapy, yoga, alternative medicine, and gym facilities to the community.

FY25 CSR highlights:

• Promotion of sports among rural/ underprivileged youth

• Support to cancer and cerebral palsy organizations

• School repair, water coolers at railway stations, drainage improvements

CSR at Texmaco is rooted in compassion, inclusion, and action - making a real impact beyond business.

The Company has in place a policy on Corporate Social Responsibility. The weblink for accessing such policy is https://www.texmaco.in/ wp-content/uploads/2023/ 01/CSRPOLICYTEXRAIL.pdf.

The Annual Report on CSR activities is enclosed as Annexure A and forms a part of this Report.

GREEN INITIATIVE

Your Company remains steadfast in its commitment to minimize its carbon foot prints and continues to embrace a sustainability initiative with the aim of going green and minimising the repercussion on the environment. Your Company had already adopted the green initiative by dispatching the Annual Report, Notices, other communications, etc., through e-mail to its Shareholders, whose e-mail address are registered with relevant Depository Participants / RTA / Company. Shareholders who have not registered / updated their e-mail addresses are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communications, etc. through e-mail. The Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India had issued relaxations from sending printed copy of Annual Report, Notice of the Annual General Meeting (AGM), etc. to the Shareholders for the AGM to be held in the year 2025.

With objective of supporting the Green Initiative and in view of the above-mentioned relaxations, your Company is dispatching the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail at their registered e-mail address. Such documents are also available on the website of the Company at www.texmaco.in

Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as mentioned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their participation in the AGM.

PARTICULARS OF EMPLOYEES

The number of employees as at 31st March 2025 was 1964. In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure B and forms part of this Report.

Disclosures pertaining to remuneration and other details 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 are enclosed as Annexure C and forms part of this Report.

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

Disclosures relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as Annexure D and forms a part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Meetings of the Board

During the year under review, 7 (Seven) Board Meetings were held on the following dates:

. 19th April 2024	. 25th October 2024
. 16th May 2024	. 31st January 2025
. 25th July 2024	. 25th March 2025
. 13th August 2024

Criteria for Appointment of Directors and

Remuneration Policy

The Nomination and Remuneration Committee has approved the criteria to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board of eminent qualified professionals, entrepreneurs with diverse backgrounds and experience in business, governance, education and public service. The criteria include the matrix of skills / expertise / competencies as specified by the Board for identifying individuals to serve as a Director on the Board.

Your Company has in place a well-defined Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company. The Nomination and Remuneration Committee periodically reviews the policy to ensure that it is aligned with the requirements under the applicable laws. During the year, there has been no change in the policy.

The policy ensures equity, fairness and consistency in rewarding the employees on the basis of performance against set of objectives. The policy is available on the Companys website. The weblink for accessing such policy is https://www.texmaco.in/wp-content/uploads/2023/ 01/REMUNERATION POLICY TexRail.pdf

Change in Directors and Key Managerial Personnel Re-appointment:

During the year, the Board of Directors on the recommendation of Nomination and Remuneration Committee, had approved the re-appointment of Mr Partha Sarathi Bhattacharyya w.e.f 1stJanuary 2025 as an Independent Director of the Company.

The aforesaid re-appointment was approved by the shareholders by way of Postal Ballot.

Appointments and Re-designation:

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, has approved the appointments of Mr Hemant Bangur, w.e.f 16th May 2024 and Mr Marco Philippus Ardeshir Wadia w.e.f 30th December 2024 as Independent Directors of the Company.

The aforesaid appointments were approved by the Shareholders by way of Postal Ballot.

Mr Sandeep Kumar Sultania is appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 1st April 2025 in place of Mr Kishor Kumar Rajgaria, who is redesignated as the CFO of the Company w.e.f. 1st April 2025.

Resignations:

During the year, Mr Amitabha Guha has resigned as Independent Director of the Company w.e.f. 1st October 2024.

Mr Hemant Bhuwania, CFO ceased to hold office w.e.f. close of business on 31st March 2025 in view of his resignation from the Company.

Cessation:

During the year, Mr. D.R. Kaarthikeyan, ceased to hold office as Independent Director of the Company w.e.f. close of business on 3rd September 2024, upon completion of his tenure as approved by the Shareholders.

Retire by rotation:

Mr. Indraj it Mookerjee and Mr. Sudipta Mukherjee, Executive Directors, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing AGM of the Company.

Proposed Re-appointments:

The present tenure of Mr S. K. Poddar and Mr A. K. Vijay expires on 24th September 2025 & 31st December 2025 respectively and the Board of Directors on the recommendation of the Nomination and Remuneration Committee has approved the re-appointments of Mr S. K. Poddar as the Executive Director & Chairman for a period of 5 (five) years with effect from 25th September 2025 and Mr A. K. Vijay as the Executive Director for a period of 1 (one) year w.e.f. 1st January 2026.

The above recommendations of the Board are being placed at the ensuing AGM for the approval of the Shareholders.

Board Evaluation

Your Company has in place a Policy for performance evaluation of the Board, Committees of the Board and individual Directors, by fixing certain criteria, duly approved by the Nomination and Remuneration Committee and adopted by the Board. The criteria for the evaluation includes their functioning as Members of the Board or Committees of the Board, execution and performance of specific duties, etc.

A structured questionnaire, which cover various aspects of the Board functioning such as Directors strength and contribution, specific duties, obligations, etc. evolved through discussions within the Board, has been used for this purpose. Further, on the basis of performance review by Independent Directors at their meeting held on 19th March 2025 and recommendations of the Nomination and Remuneration Committee, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. Furthermore, the evaluation of the Independent Directors was performed by the Board. The evaluation criteria comprised assessing the various parameters including oversight and effectiveness of the Board, performance of the Directors, expertise /skills / competencies as possessed by the Directors in the context of the business of your Company, contribution to the strategic planning, etc.

Further, the Board ensured that the evaluation of Directors was carried out without the participation of the Director who was subject to evaluation.

Declaration by Independent Directors

All Independent Directors of your Company have given the declaration that they meet the criteria of independence as laid down under the Act and Listing Regulations.

The Board of Directors of your Company took on record the declaration submitted by the Independent Directors after undertaking due assessment of their independence from the Management. The Independent Directors of your Company have also confirmed their registration with the Independent Directors databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors will undertake the proficiency test, as may be required, under the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise and experience (including proficiency) to fulfil their duties to act as such.

AUDIT COMMITTEE AND AUDITORS

Composition of Audit Committee

The composition of the Audit Committee is provided in the Report on Corporate Governance as attached to this Report.

Statutory Auditors

At the 24th AGM held in the year 2022, Messrs L. B. Jha & Co., Chartered Accountants, Statutory Auditors of the Company, were appointed by the Shareholders to hold the office as such from the conclusion of 24th AGM until the conclusion of 29th AGM of the Company.

Cost Auditors

Your Company has appointed Messrs DGM & Associates, Cost Accountants, for conducting the Cost Audit for FY25 in terms of the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014.

The Board on the recommendation of the Audit Committee, at its Meeting held on 16th May 2025 has approved the re-appointment of Messrs DGM & Associates, Cost Accountants (Firm Registration No. 000038), as the Cost Auditors to conduct the Audit of the Cost Records of the Company for the FY26 at a remuneration of 2,70,000 (Rupees Two Lakh Seventy Thousand) plus applicable taxes and out -of-pocket expenses. The proposal for the ratification of the remuneration payable to Messrs DGM & Associates is being placed at the ensuing AGM for the approval of Shareholders.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are made and maintained.

Secretarial Auditors

Your Company has appointed Messrs S. R. & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for FY25 in terms of the provisions of the Act & the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations.

The Secretarial Audit Report in Form MR-3 is enclosed as Annexure E and forms a part of this Report.

Further, in terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with Regulation 24A of the Listing Regulations, the Board of Directors of your Company has appointed Messrs S. R. & Associates, Practicing Company Secretaries (Firm Registration No: P2008WB016700) as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years from the financial year 2025-26 till the financial year 2029-30. The proposal for the appointment of Messrs S. R. & Associates, Practicing Company Secretaries as the Secretarial Auditors is being placed for approval of the Shareholders of the Company at the ensuing AGM.

Messrs S. R. & Associates, Practicing Company Secretaries is a Peer Reviewed Firm and meets the eligibility criteria mentioned under Regulation 24A of the Listing Regulations.

Whistle-Blower Policy

The details on the Whistle Blower Policy are provided in the Report on Corporate Governance as attached to this Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company maintains a robust system of internal controls, that is appropriate for the nature and scale of its operations. The designated system ensures that all transactions are authorised, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorised use or disposition. In addition, there are operational and fraud risk controls, covering the entire spectrum of internal financial controls, aligned with the size and the nature of the Companys operations.

The Audit Committee periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements of your Company.

The Companys Risk Management objectives include monitoring and reviewing its Risk Management Plan, which involves identifying and addressing various elements of risk. The Company has established a Risk Management Policy and a comprehensive framework to mitigate potential losses from systematic issues. This Policy encompasses processes for risk assessment, identication of both internal and external risks, including cyber security risks, and outlines detailed procedures for risk evaluation and mitigation. The Risk Management Committee periodically reviews the Policy to ensure its effectiveness.

Your Company is having a Risk Management Committee (RMC) duly constituted by the Board of Directors of the Company. The composition of the RMC is provided in the Report on Corporate Governance which forms a part of this Report

DISCLOSURES

(a) There has been no change in the nature of business of the Company during the year under review.

(b) There are no significant and material orders passed by the Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations.

(c) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.

(d) The Reports of the Statutory, Secretarial, Cost and other Auditors do not contain any qualification / modification and hence no explanation is required.

(e) During the year, the Board of Directors had approved:

• withdrawal of Scheme of Arrangement and Demerger of Texmaco Rail & Engineering Limited and Belgharia Engineering Udyog Private Limited which was earlier approved by the Board of Directors at its Meeting held on 14th October 2023;

• scheme of Amalgamation of Texmaco West Rail Limited, a wholly owned subsidiary of the Company with the Company and their respective shareholders, subject to receipt of necessary approvals including from jurisdictional National Company Law Tribunal and the shareholders and creditors of the companies involved in the Scheme;

• scheme of Arrangement between the Company and Belgharia Engineering Udyog Private Limited, a wholly owned subsidiary of the Company and their respective shareholders and creditors for transfer of the Transferred Undertaking comprising the Infra - Rail & Green Energy Division on slump exchange basis subject to receipt of necessary approvals including from Stock Exchanges, jurisdictional National Company Law Tribunal and the shareholders and creditors of the companies involved in the Scheme.

(f) During the year, the Board of Directors had approved the alteration of the Object Clause of the Memorandum of Association of the Company in order

to enable the Company to enter into newer fields of upcoming opportunities in real estate segment from time to time. The said alteration was approved by the shareholders by way of Postal Ballot.

(g) Share Capital

During the year, there was no change in the share capital of the Company. The Paid up share capital of the Company as at 31st March 2025 was Rs 39,94,67,302.

Raising of funds by issuance of Convertible Warrants

During the year, your Company has allotted 77,72,020 Convertible Warrants i.e 38,86,010 Convertible Warrants each to Samena Green Ltd & Adventz Finance Pvt Ltd on 12th April 2024 by way of preferential issue at a price of 193 per warrant upon receipt of 25% of consideration. The remaining 75% of the consideration will be paid at the time of conversion of warrants into equity shares anytime within eighteen months from the date of allotment.

(h) Deposits

During the FY25, the Company has not accepted any Deposit under the provisions of the Act.

(i) Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an Internal Complaints Committee (ICC), formed in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder to promote safe & healthy working environment and to redress complaints received regarding sexual harassment. The ICC meets at regular intervals.

Further, your Company has a Policy on prevention of Sexual Harassment in accordance with the said Act and Rules.

During the year, no complaint was received by the ICC.

(j) Disclosure with respect to compliance of Secretarial Standards

The Company has duly complied with the necessary requirements of the Secretarial Standards relating to Board Meetings and General Meetings, as issued by the Institute of Company Secretaries of India.

OTHER INFORMATION

Annual Return

The copy of the Annual Return in the prescribed format is available on the website of the Company. The weblink for accessing Annual Return is: https://www.texmaco.in/wp- content/uploads/2025/08/AR2425.pdf

Dividend Distribution Policy

Your Company has in place a Dividend Distribution Policy in line with the requirements of the Listing Regulations. During the year, there has been no change in the policy.

The web link for accessing such policy is: https:// www.texmaco.in/wp-content/uploads/2023/01 / Dividend Distribution Policy.pdf

Corporate Governance

Report on Corporate Governance along with certificate from Statutory Auditor confirming compliance of conditions of Corporate Governance pursuant to the Listing Regulations is enclosed as Annexure F and forms a part of this Report.

Business Responsibility & Sustainability Report

Business Responsibility & Sustainability Report pursuant to the Listing Regulations is enclosed as Annexure G and forms a part of this Report.

Particulars of Loans, Guarantees and Investments

The details of Loans, Corporate Guarantees and Investments made during the financial year under the provisions of Section 186 of the Act have been disclosed in the financial statements of the Company.

Related PartyTransactions

All related party transactions took place during the FY25 were entered in the ordinary course of business and on arms length basis.

An omnibus approval from the Audit Committee for the financial year is obtained for the transactions which are repetitive in nature. All related party transactions are reported to and approved by the Audit Committee / Board. The details of such transactions were also placed before the Audit Committee and the Board for their review, on a quarterly basis. During the year, there was no material related party transaction entered into by the Company and as such disclosure in Form AOC-2 is not required.

The Company has in place a policy on dealing with related party transactions and the same is disclosed on the Companys website. The web link for accessing such policy is: https://www.texmaco.in/wp-content/uploads/ 2023/01/RPTP.pdf

DIRECTORS RESPONSIBILITY STATEMENT U/S 134 (5) OFTHE COMPANIES ACT, 2013

Your Directors state that:

(a) in the preparation of the Annual Financial Statements for the financial year ended 31st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) relevant accounting policies are applied consistently and the judgments and estimates made 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 and loss of the Company for that period;

(c) proper and sufficient care had been taken 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 Annual Financial Statements of the Company have been prepared on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

	For and on behalf of the Board
Dated: 16th May 2025	S. K. Poddar
Place: Kolkata	Chairman