Arrangements for strategic, technical, manufacturing, or marketing tie up

15th September, 2026 BSE Limited (BSE) National Stock Exchange of India Limited (NSE) The Department of Corporate Services The Listing Compliance Department Phiroze Jeejeebhoy Towers Exchange Plaza Bandra-Kurla Complex Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 532966 Symbol: TITAGARH Madam/Sir, Sub: Intimation / Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Signing of Joint Venture Agreement with Bharat Heavy Electricals Limited for Vande Bharat Trainset Maintenance In furtherance of the Company’s earlier disclosures dated 2nd March 2023, 11th April 2023 and 19th March 2026, and pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform that Titagarh Rail Systems Limited (“TRSL” / “Company”) and Bharat Heavy Electricals Limited (“BHEL”) have executed the Joint Venture Agreement (“JVA”) on 15th September 2026 for establishing a Joint Venture Company (“JV Company”) with shareholding in equal proportion i.e. 50% each to undertake maintenance of 80 Vande Bharat Trainsets under the Indian Railways project for “Manufacturing cum Maintenance of 80 Vande Bharat Trainsets including Upgradation of Government Manufacturing Units & Trainset Depots and Comprehensive Maintenance for 35 years.” The rights, responsibilities and governance arrangements of TRSL and BHEL shall be governed by the terms and conditions of the JVA. The Joint Venture will combine the complementary capabilities and railway-sector expertise of TRSL and BHEL and provide TRSL an opportunity to establish a long-term presence in the maintenance and lifecycle-support segment of the railway industry. The 35-year comprehensive maintenance programme is expected to enable TRSL to leverage its existing engineering, manufacturing and railway-sector capabilities and expand its participation across the rolling stock value chain from manufacturing to long-term maintenance and lifecycle support. The Joint Venture is also expected to facilitate technical collaboration, operational synergies and efficient lifecycle management of the Vande Bharat Trainsets, while supporting the long-term objectives of Indian Railways for modern, reliable and high-quality passenger transportation. The Company will update the Stock Exchange(s) about further developments in this regard in due course. The details as required under Para A and Para B of Part A of Schedule III of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026 are enclosed as Annexures A and Annexure B The said disclosure is also being made available on the website of the Company at www.titagarh.in. Please take the above on record. Thanking you, yours faithfully, For TITAGARH RAIL SYSTEMS LIMITED Aditya Purohit Company Secretary & Compliance Officer M. No. ACS 27825 CIN: L27320WB1997PLC084819 Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata 700016, India Corporate Office: Titagarh Towers, 756 Anandapur, E.M Bypass, Kolkata 700107, India Phone:+91 33 40190800 Fax: +91 33 40190823 Email: corp@titagarh.in; Web: www.titagarh.in Annexure A Disclosure under Para A(5) of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Sl. No. Details of events that need to be provided Information of such events(s) 1. Name of the party with whom the agreement is Bharat Heavy Electrical Limited (BHEL) entered 2. Purpose of entering into the agreement To form a Joint Venture Company for maintenance of the Vande Bharat Sleeper Trainsets manufactured and supplied by the Company pursuant to the Consortium between TRSL and BHEL. 3. Shareholding, if any, in the entity with whom the Nil agreement is executed 4. Significant terms of agreement (in brief) special rights a. Equity shareholding shall be 50% with like right to appoint directors, first right to share TRSL and 50% with BHEL subscription in case of issuance of shares, right to b. The Joint Venture Company shall be incorporated as a “Private Limited” restrict any change in capital structure etc Company with an Initial paid-up share capital of INR 50,00,000 (INR Fifty Lakh only) c. The registered office of the JVC shall be situated in the state of Delhi d. Board of Directors: TRSL and BHEL shall nominate Two (2) Directors each on the Board of the JVC 5. Whether the said parties are related to promoter/ No promoter group/ group companies in any manner. If yes, nature of relationship 6 Whether the transaction would fall within Related Not a related party Party Transactions? If yes, whether the same is done at “arm’s length”? 7 In case of issuance of shares to the parties, details of Equity shares of Rs. 10 each fully paid up issue price and the class of shares issued. shall be subscribed/issued at par upon/after incorporation of JVC in the ratio of shareholding 8 Any other disclosures related to such agreements, viz., No 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 agreement, Not Applicable listed entity shall disclose following additional details to the stock exchanges: Name of parties to the agreement; Nature of the agreement; Date of execution of the agreement; Details of amendment and impact thereof or reasons of termination and impact thereof. CIN: L27320WB1997PLC084819 Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata 700016, India Corporate Office: Titagarh Towers, 756 Anandapur, E.M Bypass, Kolkata 700107, India Phone:+91 33 40190800 Fax: +91 33 40190823 Email: corp@titagarh.in; Web: www.titagarh.in Annexure B Disclosure under Para B(2) of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Sl. No. Details of events that need to be provided Information of such events(s) 1. Name of the entity(ies) with whom agreement/ JV is Bharat Heavy Electrical Limited (BHEL) signed 2. Area of agreement/ JV To establish a Joint Venture Company (“JV Company”) to undertake the maintenance obligations in respect of the Vande Bharat project awarded by Indian Railways 3. Domestic/ International Domestic 4. Share exchange ratio/JV ratio TRSL – 50% BHEL – 50% 5. Scope of business operation of agreement/ JV Refer to points no. 2 & 3 of this Annexure 6 Details of consideration paid/ received in agreement/ The JVC is yet to be incorporated. The JV shareholding in the JVC shall be equal (50:50) between TRSL and BHEL 7 Significant terms and conditions of agreement / JV in Refer to point no. 4 of Annexure A brief 8 Whether the acquisition would fall within related party The transaction would not fall into a transactions and whether the promoter/ promoter related party transaction. group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details Promoter/ Promoter Group/ Group thereof and whether the same is done at "arm's length" Companies have nil interest in the new the listed entity, potential conflict of interest arising out entity. of such agreements, etc. 9 Size of the entity(ies) The JVC is yet to be incorporated. The shareholding in the JVC shall be equal (50:50) between TRSL and BHEL 10 Rationale and benefit expected The joint venture will facilitate operational synergies and efficient lifecycle management of the Vande Bharat Trainsets and in addition to providing maintenance of the Vande Bharat trains over 35 years to Indian Railways, further cement the Company’s position in the passenger rolling stock segment. CIN: L27320WB1997PLC084819 Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata 700016, India Corporate Office: Titagarh Towers, 756 Anandapur, E.M By [Showing first 8,000 characters — download PDF for full document]