Execution of Share Subscription & Shareholder''s Agreement

14th August, 2026 National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, C-1, Block G, P. J. Towers, Bandra Kurla Complex Dalal Street, Bandra (E), Mumbai – 400051 Mumbai – 400001 Symbol -TEXRAIL Scrip Code – 533326 Dear Sirs, Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Company on 14th August, 2026 has executed a Share Subscription & Shareholder’s Agreement (“SSSA”) with its subsidiary, Texmaco Defence Technologies Ltd (“TDTL”) & Vagus Def Tech & Aerospace Fund-1 (“Calculus”) for investment up to Rs. 200 Crores, whereby the first Rs. 100 Crores will be invested by way of subscribing to fresh issuance of equity shares; and remaining Rs. 100 Crores shall be through issuance of equity instruments or debt instruments or such other manner as may be agreed between the Company and Calculus. Upon completion of the proposed subscription, Calculus shall hold 30% of the equity share capital of TDTL, and TDTL shall accordingly cease to be a wholly-owned subsidiary and shall become a subsidiary of the Company. The details as required under Regulation 30 of SEBI Listing Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026 is provided in Annexure as enclosed. This is for your information and record. Thanking you, Yours faithfully, For Texmaco Rail & Engineering Limited Sandeep Kumar Sultania Company Secretary & Compliance Officer Annexure Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Sn Particulars Information of such event(s) 1. the amount and percentage of the Name of the entity: Texmaco Defence turnover or revenue or income and net Technologies Limited (“TDTL”) worth contributed by such unit or division or undertaking or subsidiary or Details as on 31st March, 2026: associate company of the listed entity during the last financial year; Particulars Amount % (INR Crores) Revenue/ - - turnover/income Net worth 0.01 - 2. date on which the agreement for sale has The SSSA is executed on 14th August, 2026 been entered into; (“Execution Date”) 3. the expected date of completion of Within 90 days from the Execution Date sale/disposal; 4. consideration received from such No consideration shall be received by the sale/disposal; Company as there is no sale of stake. The dilution in TDTL is a result of further investment by Vagus Def Tech & Aerospace Fund-1 (“Calculus”) and the Company in TDTL. Upon completion of the subscription of equity shares by both the Company and Calculus, the shareholding of the Company in TDTL shall stand reduced from 100% to 70% and thereby TDTL shall cease to be a wholly owned subsidiary of the Company. 5. brief details of buyers and whether any Not applicable, as mentioned above. of the buyers belong to the promoter/promoter group/group Texmaco Rail & engineering Limited is the companies. If yes, details thereof; parent company of TDTL. Promoter/ Promoter group/ Group does not have any interest in Calculus. 6. whether the transaction would fall No, as the issuance of securities is not a related within related party transactions? If yes, party transaction. whether the same is done at “arm’s length”; 7. whether the sale, lease or disposal of the Not Applicable undertaking is outside Scheme of Arrangement? If yes, details of the same including compliance with regulation 37A of LODR Regulations. 8. additionally, in case of a slump sale, Not Applicable indicative disclosures provided for amalgamation / merger, shall be disclosed by the listed entity with respect to such slump sale.