Memorandum of Understanding/Agreements

27th 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 Obligations & 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 has executed a Memorandum of Understanding (“MOU”) with Bochumer Verein Verkehrstechnik GmbH, Germany (“BVV”) to record the broad terms for exploring and pursuing potential collaboration in the field of railway wheels, wheelsets, axles and related rail vehicle components. 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 are 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 Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated 30th January, 2026. S. Particulars Details 1. Name(s) of parties with whom Bochumer Verein Verkehrstechnik GmbH, Germany the agreement is entered; (“BVV”). 2. purpose of entering into the The Memorandum of Understanding (“MoU”) has been agreement; executed to record the broad terms for exploring and pursuing potential collaboration between Texmaco Rail & Engineering Limited (“Texmaco”) and BVV in the field of railway wheels, wheelsets, axles and related rail vehicle components, including (i) evaluation of opportunities and technical, qualification, certification and localisation requirements prescribed by Indian Railways; (ii) supply of such Products to the global railway industry, including Indian Railways; and (iii) provision of associated technical services and solutions, through a proposed joint venture entity and/or special purpose vehicle in India. The MoU also contemplates a supply arrangement pursuant to which BVV is proposed to supply the Products to Texmaco. 3. size of agreement; The MoU does not prescribe any immediate fixed commercial consideration. The detailed commercial terms, including the shareholding and funding structure of the proposed joint venture entity, minimum purchase commitments, pricing, supply capacity, delivery and payment terms, are to be agreed and documented under the definitive agreements. The shareholding distribution in the proposed joint venture entity between Texmaco and BVV remains subject to further negotiation and shall be agreed and documented under the Joint Venture Agreement. 4. shareholding, if any, in the Nil. Texmaco does not hold any shareholding in BVV. entity with whom the agreement is executed; 5. significant terms of the The MoU sets out the broad framework for a proposed joint agreement (in brief) special venture in India for the Products and related activities and rights like right to appoint contemplates execution of a Joint Venture Agreement and directors, first right to share ancillary agreements. Key terms include: (a) the subscription in case of shareholding distribution and board appointment rights in issuance of shares, right to the proposed JV Entity between Texmaco and BVV remain restrict any change in capital subject to further negotiation and shall be agreed under the structure etc.; Joint Venture Agreement; (b) BVV is expected to provide/ license relevant technology, technical know-how, manufacturing processes, engineering expertise and technical support, subject to the definitive agreements; (c) Texmaco is expected to undertake/ support localisation, industrialisation, manufacturing, assembly, testing, quality assurance, marketing, supply and after-sales support in India, subject to the definitive agreements; (d) BVV is proposed to be one of Texmaco’s preferred international suppliers, subject to the Definitive Supply Agreement, with minimum purchase commitments, pricing and other commercial terms to be agreed therein; and (e) the Parties have agreed to negotiate and execute the definitive agreements in good faith. The MoU is effective for 12 months from execution unless terminated earlier in accordance with its terms. During its term, the MoU contains exclusivity provisions in relation to the contemplated purpose. 6. whether, the said parties are No. BVV is not related to the promoter, promoter group or related to promoter/promoter group companies of Texmaco Rail & Engineering Limited. group/ group companies in any manner. If yes, nature of relationship; 7. whether the transaction would No. The transaction does not constitute a related party fall within related party transaction. transactions? If yes, whether the same is done at “arm’s length”; 8. in case of issuance of shares to Not applicable to the MoU. The MoU does not itself the parties, details of issue involve any issuance of shares. The MoU contemplates price, class of shares issued; establishment of a proposed JV Entity in India; the shareholding distribution between Texmaco and BVV, along with funding and other equity-related terms, remains subject to further negotiation and shall be agreed under the Joint Venture Agreement. 9. in case of loan agreements, Not applicable. The MoU does not involve any loan or details of lender/borrower, financing arrangement. nature of the loan, total amount of loan granted/taken, total amount outstanding, date of execution of the loan agreement/sanction letter, details of the security provided to the lenders / by the borrowers for such loan or in case outstanding loans lent to a party or borrowed from a party become material on a cumulative basis; 10. any other disclosures related The MoU does not provide for any nominee director or to such agreements, viz., governance rights in Texmaco Rail & Engineering Limited. details of nominee on the It contemplates governance and board nomination rights in board of directors of the listed the proposed JV Entity, with the composition of the board entity, potential conflict of and nomination rights of each party remaining subject to interest arising out of such further negotiation and to be agreed under the Joint Venture agreements, etc.; Agreement. The MoU also contains exclusivity provisions during its term in relation to the contemplated purpose. The establishment and operation of the proposed JV Entity, investment/funding arrangements and the definitive supply and other commercial arrangements remain subject to execution of the definitive agreements and applicable corporate and regulatory approvals, wherever required. 11. in case of termination or Noted. amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): (i) name of parties to the agreement; (ii) nature of the agreement; (iii) date of execution of the agreement; (iv) details of amendment and impact thereof or reasons of termination and impact thereof.