Texmaco Rail & Engineering Ltd

Filing context

• BRSR FY2025-26 filed; standalone; forms part of Annual Report; available on Texmaco site.
• Dated 24 August 2026; NSE and BSE submissions; Texmaco Rail & Engineering Limited.

Corporate profile & scope

• CIN L29261WB1998PLC087404; Registered Belgharia, Kolkata.
• Reporting period 1 Apr 2025–31 Mar 2026; paid-up capital ₹40,68,64,572.

Business activities & turnover

• Main activity: Freight Cars 78.08% turnover; Infra Rail EPC 21.92%.
• NIC codes: 302 for Freight Cars; 439 for EPC contracts.

Operations footprint & workforce

• Domestic footprint: 10 locations (5 plants, 5 offices); International: 1; 23 states, 20 countries.
• Total employees 1,238; permanent 1,133; non-permanent 105; total workers 5,847.

Governance & CSR metrics

• Board size 12; female director 1 (8.33%); 2 KMP.
• CSR: Board-approved policies; CSR turnover ₹4,371.40 Cr; net worth ₹2,312.01 Cr.

Record date dividend details

• Record Date: Friday, 11 September 2026 for dividend entitlement.
• Dividend is contingent on declaration at the 28th AGM on 18 September 2026.
• Dividend, if declared, will be paid to members listed in the Register or depositories on the record date.
• Subject to shareholders' approval at AGM.

Financial highlights

• Standalone revenue from operations ₹4,422.9 Cr; EBITDA ₹450 Cr, margin 10.3%
• Standalone PAT ₹187 Cr; PAT margin ~4.28%
• Consolidated total income ₹4,414.3 Cr; Consolidated PAT ₹193.6 Cr
• Consolidated EPS ₹4.84; Dividend per share ₹0.75 proposed
• Standalone order book ₹5,408 Cr as of 31-03-2026

Strategic developments

• JV with Rail Vikas Nigam Limited for rail infra and rolling stock; incorporation underway
• Global Capability Centre planned with Hörmann Vehicle Engineering for design/digital
• Nevomo collaboration on magnetic levitation for freight applications
• IIT Kharagpur MoU to boost rolling stock design and tech
• Make in India/export push with Africa, Middle East, Southeast Asia

Operational performance

• Freight Wagons delivered: 8,372 wagons; ₹3,413.38 Cr value
• Railcar division: 6,841 wagons to Indian Railways; 1,531 to private customers
• Infra Electrical revenue ₹610 Cr; order book ₹1,882 Cr; key lines commissioned
• Export orders: Camalco for 1,700 Open Top Wagons

Capital structure & dividends

• Borrowing limit raised to ₹4,500 Cr; special resolution
• Creation of charge up to ₹4,500 Cr; secured facilities
• 73,97,270 warrants converted; 3,74,750 remaining warrants lapsed
• Equity capital increased to ₹40,68,64,572; funds used for capex and working capital
• Dividend proposed: ₹0.75 per share; 75% payout; record date 11 Sep 2026

Governance & risk flags

• Board size 12; 6 independent; 6 board meetings in FY26
• Auditors: L.B. Jha & Co. LLP; qualified opinion due to ₹700 Cr contingent provision
• Internal audit by Deloitte Touche Tohmatsu India LLP; quarterly reviews
• Tax litigations around ₹18,880.32 Lakhs pending; material contingent liability

ESG and CSR

• CSR spend ₹2.82 Cr; unspent ₹0.76 Cr carried to CSR account
• 100% health insurance coverage; safety training 82% (employees) and 79% (workers)
• CSR programs: mental health, mid-day meals, education, sports; governance oversight

Outlook and risks

• India growth supports rail infra demand; seven new high-speed corridors planned
• Export market expansion expected; opportunities across Africa, ME, SE Asia
• Risks: supply chain disruptions and rising input costs; focus on cost optimization

Meeting Details

• Dates: 26–27 Aug 2026; Time: not disclosed; Physical one-to-one meetings in Mumbai.

Participants

• Participants: Company management representatives for investor interactions.

Purpose

• Purpose: Investor/analyst interactions to discuss business updates.

Target entity overview

• Texmaco Defence Technologies Limited (TDTL), defence and allied activities, India.
• Incorporated 26 February 2020; renamed from Texmaco Rail Electrification Limited on 28 April 2026.
• Total income Rs 0.01 crore as of 31 March 2026; last three years revenue Nil.

Investment details and ownership

• Fresh equity: Rs 6.88 crore via 6,88,000 shares at Rs 10 face, Rs 90 premium.
• Post-transaction Texmaco's stake in TDTL at 70% (down from 100%).
• VAGUS DEF Tech & Aerospace Fund-1 subscribes for 30% stake.
• Not a related party transaction; Texmaco Rail & Engineering is parent; promoter group has no interest.
• Objective: expand footprint in Defence industry.
• Investment is a cash transaction.

Target background and status

• TDTL changed from wholly-owned subsidiary to Texmaco’s subsidiary after investment.
• Total income Rs 0.01 crore as of 31 Mar 2026; India presence.
• Incorporated 26 February 2020; defence and allied activities.

Investment in TDTL via SSSA

• Enter into SSSA to invest up to Rs 200 crore in TDTL via equity and other instruments.
• Execution date: 14 August 2026; completion expected within 90 days.
• Proposed post-transaction holding: Calculus to own 30% of TDTL; Texmaco's stake to 70%.
• No cash consideration; dilution arises from new investments by Calculus and Texmaco.
• TDTL will cease to be a wholly-owned subsidiary and become a subsidiary.
• Annexure provides regulatory disclosures; details included.
• Related party: not applicable; transaction not a related party deal.
• Promoter group does not hold interest in Calculus; Texmaco remains parent of TDTL.

Order details

• Awarding entity: IVC Logistics Limited (domestic).
• Nature and scope: Supply of 3 ACT1 wagons and 1 BVCM wagon per rake.
• Total contract value: Rs. 77.76 crores including taxes.
• Execution deadline: On or before 31 March 2027.
• Promoter/related party: No; order not a related party transaction.

Parties & Purpose

• Parties: Texmaco Rail & Engineering Limited and The Signalling Company NV (TSC).
• Purpose: Establish strategic ETCS collaboration including Kavach development for India; negotiate definitive agreement.

Key Terms

• Commercial terms to be determined under a forthcoming Definitive Agreement.
• Shareholding: Nil; no equity issuance contemplated.
• MoU is non-binding; negotiations to be in good faith subject to management approvals.
• Related party: Not related to Texmaco promoters/group; not an arm's length related party transaction.
• Governance: No nominee directors or governance rights; no JV or partnership formation.
• Regulatory approvals: Execution subject to mutual management approvals and applicable regulatory clearances.

Impact & Disclosures

• Impact: Potential future collaboration with ETCS in India; no immediate ownership or revenue changes.
• Amendments/termination: Not applicable; Definitive Agreement to be negotiated subject to approvals.
• Content: MoU non-equity; does not create joint venture or partnership.

Meeting Details

• Date and time: 04 August 2026 at 11:30 IST.
• Type and mode: Group earnings conference call; virtual (listen-only).
• Event: Texmaco Rail & Engineering Q1 FY27 Earnings Conference Call.
• Organizer/Moderator: ICICI Securities represented the call.
• Key company participants: Executive Director & Vice Chairman; Managing Director; Chief Financial Officer.
• Purpose: Discuss standalone Q1 FY27 results, strategy, and order-book updates.
• Recording: conference was recorded.

Participants

• Management participants: Executive Director & Vice Chairman; Managing Director; Chief Financial Officer.
• Moderator: ICICI Securities representative.

Purpose

• Discuss stand-alone Q1 FY27 results and strategic priorities.
• Provide updates on execution progress and order book.

Additional Notes

• Transcript available on company website.
• Conference recording available.