Texmaco Rail & Engineering Ltd

Target overview

• Indolem Technologies Systems Private Limited (ITSPL), India-based, develops ALS and ASV technologies.
• Incorporated on 12 March 2026; authorized and paid-up capital INR 1 lakh.
• Turnover not applicable as of date.
• Industry: Defence, Robotics and Allied Activities.
• Country presence: India.

Transaction details

• Acquirer to acquire 100% equity of ITSPL.
• Form of consideration: cash; price INR 8,00,000.
• Completion timeline: within 30 business days from SPA date.
• Promoter/group interest: not a related party transaction; promoter group has no interest.
• Regulatory approvals: not applicable.
• Strategic rationale: expands defence portfolio and strengthens partnerships.
• Cost of acquisition: INR 8,00,000 (cash).
• Shareholding acquired: 100%.
• Background: ITSPL focuses on IP/tech for ALS and ASV; incorporated 12 March 2026.

Meeting Details

• Wednesday, 30 September 2026, 9:00–10:00 AM.
• Virtual group meeting.
• Bharat Connect Conference – Rising Stars by Arihant Capital Markets Ltd.
• Company representatives will participate.
• Purpose: Analyst/institutional investor interaction.

Texmaco Rail & Engineering Limited — Trading Window closed from 1st October, 2026 till 48 hours after the declaration of the Unaudited Financial Results for the quarter & half year ending 30th September, 2026

AGM Details

• AGM held on 18 September 2026 at 1:00 PM IST via VC/OAVM.
• Remote e-voting from 14–17 September 2026 and Instapoll at AGM.
• Voting rights determined as on cut-off date 11 September 2026.

Key Resolutions

• Resolution 1: Ordinary - Adopt standalone audited financial statements for the year ended 31 March 2026.
• Resolution 2: Ordinary - Adopt consolidated audited financial statements for the year ended 31 March 2026.
• Resolution 3: Ordinary - Declare dividend on equity shares for the year ended 31 March 2026.
• Resolution 4: Ordinary - Re-appoint director retiring by rotation (Kamath).
• Resolution 5: Ordinary - Re-appoint director retiring by rotation (Poddar).
• Resolution 6: Ordinary - Ratify remuneration payable to Cost Accountant for FY 2026-27.
• Resolution 7: Special - Increase borrowing limits under Section 180(1)(c).
• Resolution 8: Special - Create charge on assets under Section 180(1)(a).

Voting Results

• Resolution 1: Passed; 86.097% in favour, 13.903% against.
• Resolution 2: Passed; 86.097% in favour, 13.903% against.
• Resolution 3: Passed; 99.769% in favour, 0.231% against.
• Resolution 4: Passed; 99.093% in favour, 0.907% against.
• Resolution 5: Passed; 99.0931% in favour, 0.9069% against.
• Resolution 6: Passed; 99.9976% in favour, 0.0024% against.
• Resolution 7: Passed; 99.9969% in favour, 0.0031% against.
• Resolution 8: Passed; 99.9949% in favour, 0.0051% against.

Directors & Auditors

• Directors Kamath and Poddar re-appointed.
• Cost Accountant remuneration for FY 2026-27 ratified.
• Statutory auditors unchanged.

Dividend & Material Approvals

• Dividend declared on equity shares; per-share amount not disclosed.

AGM Details

• AGM held on 18 September 2026 at 1:00 PM IST via Video Conferencing.
• Remote e-voting window: 14 September to 17 September 2026, 9:00 AM to 5:00 PM.

Key Resolutions

• Adopt standalone financial statements; voting results not disclosed.
• Adopt consolidated financial statements; voting results not disclosed.
• Declare dividend on equity shares; voting results not disclosed.
• Re-appoint director retiring by rotation; voting results not disclosed.
• Re-appoint another director retiring by rotation; voting results not disclosed.
• Ratify remuneration payable to Cost Auditors for the year; results not disclosed.
• Increase in borrowing limits under Section 180(1)(c); voting results not disclosed.
• Create charge on assets under Section 180(1)(a); voting results not disclosed.

Director Changes

• Two directors re-appointed after retirement by rotation.

Auditors & Related Approvals

• Cost Auditors remuneration ratified for FY 2026-27.

AGM Details

• AGM held on 18 September 2026 at 1:00 PM IST via Video Conferencing.
• Remote e-voting ran 14–17 September 2026; Instapoll open 15 minutes after conclusion.

Key Resolutions

• Item 1 Ordinary: Adoption of standalone audited financial statements for year ended 31 March 2026.
• Item 2 Ordinary: Adoption of consolidated audited financial statements for year ended 31 March 2026.
• Item 3 Ordinary: Declaration of dividend on equity shares for year ended 31 March 2026.
• Item 4 Ordinary: Re-appointment of U.V. Kamath, Executive Director, retiring by rotation.
• Item 5 Ordinary: Re-appointment of Akshay Poddar, Non-Executive Director, retiring by rotation.
• Item 6 Special: Ratification of remuneration payable to DGM & Associates for 2026-27.
• Item 7 Special: Increase in borrowing limits under Section 180(1)(c).
• Item 8 Special: Creation of charge on assets under Section 180(1)(a).

Director Changes

• Kamath: Re-appointment as Executive Director, retiring by rotation.
• Poddar: Re-appointment as Non-Executive Director, retiring by rotation.

Meeting Details

• Date: Tuesday, 22 September 2026.
• Event: Anand Rathi G-200 Summit 2026.
• Purpose: Group investor meeting.
• Mode/Place: Physical at Taj Santacruz, Mumbai.
• Organizer: Anand Rathi Institutional Equities.
• Participants: Company representatives (management).

Order details

• Awarding entity: Hindalco Industries Limited for Aditya Expansion Project.
• Nature: Supply of 1 BTAP rake and 1 Brake Van.
• Contract value: Rs. 27.82 crores including taxes.
• Execution deadline: within 8 months from the date of PO.
• Domestic award; no promoter group or related-party interest; not a related-party transaction.

LTIP grant details

• Grant of 21,073 LTIP options to eligible employees under Texmaco LTIP Scheme 2026.
• Plan complies with SEBI SBEB Regulations, 2021.
• Total shares covered: 21,073 equity shares; one option equals one share.
• Exercise price is face value Rs 1 per share.
• Two years from vesting to exercise options.
• Options granted via fresh issue; not through Trust route.
• Equity shares on exercise rank pari-passu with existing shares.
• Vesting details not disclosed; this entry covers grant only.
• LTIP is administered by NRC.
• Equity shares allotted on exercise will not be subject to lock-in period.

CFO Appointment

• Shibu Mathews appointed Chief Financial Officer, effective 05 September 2026.
• Board approved following recommendations of the Nomination and Remuneration Committee and Audit Committee.
• Mathews is a Chartered Accountant with 26 years' experience at MRF, Bharti Airtel, and ITC.
• Details disclosed under SEBI LODR Regulations in Annexure I.