Titagarh Rail Systems Ltd

AGM Details

• AGM held via Video Conferencing / OAVM on 30 September 2026.
• Meeting started at 1:30 PM and ended at 2:27 PM.
• Remote e-voting 26–29 September 2026; cut-off 23 September 2026.

Resolutions

• Adopt standalone financial statements for year ended 31 March 2026 (Ordinary).
• Adopt consolidated financial statements for year ended 31 March 2026 (Ordinary).
• Re-appoint Anil Kumar Agarwal, retiring by rotation, for the term (Ordinary).
• Declare final dividend of Re. 1 per equity share (Ordinary).
• Re-appoint Jagdish Prasad Chowdhary as Executive Chairman (Special).
• Re-appoint Anil Kumar Agarwal as Deputy Managing Director (Special).
• Approve remuneration to Independent/Non-Executive Directors (Special).
• Ratify remuneration of Cost Auditors (Ordinary).

Dividend

• Final dividend of Re. 1 per equity share approved.

Director Changes

• Anil Kumar Agarwal re-appointed as Executive Director and Deputy MD.
• Jagdish Prasad Chowdhary re-appointed as Executive Chairman.

Auditors & Remuneration

• Cost Auditors' remuneration ratified.

Voting Results

• All resolutions passed; deemed passed on AGM date.
• No significant dissent reported in e-voting.

Titagarh Rail Systems Limited: Trading Window closed for Designated Persons/Insiders w.e.f. 1st October, 2026 till the expiry of 48 hours after the declaration of Unaudited Financial Results for the quarter ended 30th September, 2026.

Maintenance contract and JV details

• TRSL and BHEL sign long-term maintenance for 80 Vande Bharat sleeper trainsets.
• JV formed 50:50 to undertake maintenance over 35 years.
• Contract value ₹24,000 crore under Indian Railways project.
• Includes upgradation of government manufacturing units and depots.

Parties and structure

• Titagarh Rail Systems Ltd and Bharat Heavy Electricals Limited sign the JVA.
• JV ownership: 50% TRSL and 50% BHEL.
• Initial paid-up capital: INR 50 lakh; Delhi registered office.
• Board composition: two directors from each party.

Purpose and scope

• Purpose: establish a JV to maintain 80 Vande Bharat Trainsets.
• Term: 35-year comprehensive maintenance program.
• JVC to enhance lifecycle management and collaboration with Indian Railways.

Related party and governance

• No related party status; no promoter-group involvement.
• Not a related party transaction; arms-length not applicable.
• Incorporation of JVC subject to applicable regulatory approvals.
• Annexures A and B contain disclosures; to be updated on exchanges.

Impact and disclosures

• Expected to expand TRSL's participation across rolling stock value chain.
• Facilitates technical collaboration, synergies, and lifecycle management.
• Strategic long-term relationship with Indian Railways.
• No management changes disclosed at this time.

KYC update and AGM notice

• Compliance update on KYC updation and AGM notice for FY2025-26.
• Annual Report 2025-26 web-link shared with members lacking registered email IDs.
• Physical shareholders with incomplete folios advised to update PAN, nomination, contact, and bank details.
• SEBI circulars and 2024 directive cited; updates to be completed before 1 April 2024.
• ISR-1/ISR-2 mandatory; ISR-3 or SH-13/SH-14 to be chosen.
• Dividend payments to non-KYC compliant folios will be electronic.
• 29th AGM scheduled on 30 September 2026 at 1:30 PM via VC/OAVM.
• No physical copies of Annual Report; available online at company website.
• KYC forms downloadable from Titagarh.in and from RTA site mdpl.in; self-attestation required.

Dividend TDS details

• Dividend of Re 1 per share (50%) for FY2025-26, subject to AGM approval.
• Record date for dividend eligibility: 23 September 2026; books closed 24–30 September 2026.
• TDS on dividends applies from 1 April 2026 under IT Act 2025.
• Resident members: NIL TDS up to Rs 10,000; above that, 10% with PAN.
• Resident members: without PAN or invalid PAN, 20% TDS.
• Aadhaar linkage is required; non-linkage may trigger 20% TDS.
• Non-resident shareholders: 20% TDS; DTAA options may apply with documentation.
• Notified jurisdiction area residents: 30% TDS; DTAA relief subject to document submission.
• To claim DTAA relief, submit PAN, TRC, Form 41, via MDPL; deadline 29 Sept 2026.
• Demat/physical holders must update tax details with depositories or MDPL; links disabled after 29 Sept 2026.

Key decisions and financial actions

• Deputy Managing Director Anil Kumar Agarwal re-appointed for 3 years from 29 May 2027, subject to shareholders' approval.
• AGM scheduled for 30 September 2026 at 01:30 PM via VC/OAVM.
• Dividend for FY 2025-26: record date 23 September 2026.

JV discontinuation: TMPL

• Titagarh Rail holds 50% of TMPL with Mermec S.p.A., Italy.
• TMPL is non-operational; parties plan discontinuance and closure subject to approvals and law.

Regulatory disclosures

• Annexure 1 discloses discontinuance details; no material impact since TMPL is non-operational.

Partnership with Siemens

• Titagarh Rail signed non-binding MOUs with Siemens on 25 August 2026 to explore international metro rolling stock opportunities.
• Non-binding framework with Siemens; no financial commitments disclosed.
• Aims to bolster local manufacturing in India.
• Disclosure available on company website.

Inauguration overview

• Inaugurated a new Design & Operations Centre at the Passenger Rail Systems facility in Uttarpara, West Bengal.
• Centre will serve as a hub for advanced engineering, design-led innovation and technology development.
• Aims to strengthen Titagarh's in-house design, engineering and operations capabilities across passenger rail systems.
• Attended by West Bengal ministers Tapas Roy and Arjun Singh, highlighting government collaboration.