Shareholders meeting

24th 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 Subject: Notice of the 28th Annual General Meeting and the Annual Report for the Financial Year 2025-26 Dear Sirs, Pursuant to Regulation 30 & 34(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform you that the Twenty-Eighth Annual General Meeting ('AGM') of the Company will be held on Friday, 18th September, 2026 at 1:00 P.M. (IST) through Video Conferencing / Other Audio Visual Means. We are enclosing herewith a copy of the Notice of the 28th AGM and the Annual Report for your reference. The Notice of the 28th AGM and the Annual Report for FY 2025-26 are also available on the website of the Company at https://www.texmaco.in/investors-relation/annual-reports/. This is for your information and record. Thanking you, Yours faithfully, For Texmaco Rail & Engineering Limited Sandeep Kumar Sultania Company Secretary & Compliance Officer Notice TEXMACO RAIL & ENGINEERING LIMITED CIN: L29261WB1998PLC087404 Registered Office: Belgharia, Kolkata - 700056 Phone No.: (033) 2569 1500 Website: www.texmaco.in, Email: texrail_cs@texmaco.in NOTICE TO THE SHAREHOLDERS Notice is hereby given that the Twenty-Eighth (28th) Annual offers himself for re-appointment. General Meeting (“AGM”) of TEXMACO RAIL & ENGINEERING LIMITED will be held on Friday, Item No. 5 18th September, 2026 at 1:00 p.m. (IST) through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM'), to To appoint a Director in place of Mr. Akshay Poddar transact the following businesses. (DIN: 00008686), who retires by rotation and being eligible, offers himself for re-appointment. The venue of the Meeting shall be deemed to be the Registered Office of the Company at Belgharia, Kolkata - SPECIAL BUSINESS 700056. Item No. 6: To ratify the remuneration payable to ORDINARY BUSINESS M/s. DGM & Associates, Cost Accountants (Firm Registration No: 000038) for the nancial year 2026- Item No. 1 2027. To consider and adopt the Standalone Audited Financial To consider and if thought t, to pass with or without Statements of the Company for the nancial year ended modication(s) the following Resolution as an 31st March, 2026 together with the Reports of the Board of ORDINARY RESOLUTION: - Directors and Auditors thereon. Item No. 2 “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies To consider and adopt the Consolidated Audited Financial Act, 2013 and the Rules framed thereunder, (including any Statements of the Company for the nancial year ended statutory modication(s) or re-enactment(s) thereof for the 31st March, 2026 and the report of the Auditors thereon. time being in force), the remuneration of M/s. DGM & Associates, Cost Accountants (Firm Registration No. Item No. 3 000038), appointed as the Cost Auditors by the Board of Directors of the Company, to conduct the Audit of the Cost To declare dividend on Equity Shares for the nancial year ended 31st March 2026. Records of the Company for the nancial year ending 31st March 2027, at existing fees of `2,70,000 (Rupees Two Item No. 4 Lakh Seventy Thousand only) plus applicable taxes and out- of-pocket expenses be and is hereby ratied.” To appoint a Director in place of Mr. U.V. Kamath (DIN: 00648897), who retires by rotation and being eligible, Texmaco Rail & Engineering Ltd. Notice Item No. 7: To approve Increase in Borrowing limits of nalize, settle and execute such documents / deeds / and/or the whole or substantially the whole of the FURTHER RESOLVED THAT the Board be and is hereby the Company as prescribed under Section 180(1)(c) of writings / papers / agreements as may be required and to do undertaking(s) of the Company, on such terms and authorised and empowered to determine and nalize the the Companies Act, 2013. all acts, deeds, matters and things, as it may in its absolute conditions at such time(s) and in such form and manner, and terms and conditions in relation to creation, perfection, discretion deem necessary, proper or desirable and to settle with such ranking as to priority, as the Board may deem t, in modication of mortgages and/or charges created/to be To consider and if thought t, to pass with or without any question, difficulty or doubt that may arise in regard to favour of from one or more Banks, Financial Institutions created on such movable and/or immovable properties of modication(s) the following Resolution as a SPECIAL the aforesaid resolution and generally to do all acts, deeds and/or any other lending institutions, Government(s)/ the Company in connection with the borrowing and credit and things that may be necessary, proper, expedient or Government Bodies, Company's bankers and /from any one facilities and to do all acts, deeds, matters and things, as it RESOLUTION: incidental for the purpose of giving effect to the aforesaid or more other persons (including but not limited to the may in its absolute discretion deem necessary, proper or Resolution and also to delegate all or any of the above Company's shareholders), rms and body corporates, by desirable and to settle any question, difficulty or doubt that “RESOLVED THAT pursuant to the provisions of Section powers to the Committee of Directors.” way of term loans, debentures, or any other securities or may arise in regard to the aforesaid resolution and generally 180(1)(c) and other applicable provisions, of the Companies otherwise, either in rupees or in such other foreign to do all acts, deeds and things that may be necessary, Act, 2013, as amended from time to time and the Rules made there under, including any modications, Item No. 8: To approve creation of charge on the assets currencies, together with interest, cost, charges, expenses proper, expedient or incidental for the purpose of giving amendments or re-enactment thereof (“the Act”) and of the Company as prescribed under Section 180(1)(a) of and all other monies payable in respect thereof, provided effect to the aforesaid Resolution and also to delegate all or subject to such other approvals as may be necessary, and in the Companies Act, 2013. that the aggregate outstanding amount of the borrowings any of the above powers to the Committee of Directors.” and credit facilities, availed or to be availed, from time to supersession of the earlier resolution passed by Shareholders of the Company on 9th September, 2019 in this To consider and if thought t, to pass with or without time, by the Company, whether existing or future, in respect of which security has been or is to be created, at any point of regard, the consent of the Members of the Company be and modication(s) the following Resolution as a SPECIAL time shall not exceed the borrowing limits approved or to be is hereby accorded to the Board of Directors of the Company RESOLUTION: - (hereinafter referred to as the “Board”, which term shall be approved by the Members of the Company under Section Belgharia By the order of the Board deemed to include any Committee(s) constituted or to be “RESOLVED THAT pursuant to the provisions of Section 180(1)(c) of the Act, [i.e., ` 4,500 Crores (Rupees Four Kolkata - 700056 Sandeep Kumar Sultania Dated: 12th May 2026 Company Secretary Thousand Five Hundred Crores only). constituted by the Board and/or any officer(s) authorised by 180(1)(a) and other applicable provisions, of the Companies the Board in this behalf), to borrow any sum or sums of Act, 2013, as amended from time to time and the Rules monies (apart from temporary loans obtained from the made there under, including any modications, Company's Bankers in the ordinary course of business), from amendments or re-enactment thereof (“the Act”) and time to time, i [Showing first 8,000 characters — download PDF for full document]