Your Directors have the pleasure in presenting the 15^th Operational Annual Report of the Company along with the Audited
Standalone Financial Statements for the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS _{( ? in Crore)}

Note: the above figures are extract of the Audited Financial Statements prepared for the Financial Year ended 31^s March 2024 &
31^s’ March 2025.

Dividend

Your Directors recommend payment of dividend of 75% i.e.
' 0.75 per equity share of face value of ' 1 each for financial
year ended 31^st March 2025.

Standalone Turnover for the year was ' 4330.91 crore.
The Profit before Depreciation and Tax (PBDT) and Profit
before Tax (PBT) for the year were ' 292.96 crore and ' 258.63
crore respectively. The Net Profit was ' 172.13 crore, after
providing net tax liability of ' 86.5 crore for the year as per the
Profit and Loss Account drawn up in accordance with the
Indian Accounting Standards as specified under the
Companies Act, 2013 ('Act'). The Company has transferred
' 2 crore to General Reserves during the year.

SIGNIFICANT FINANCIAL RATIOS

As required under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), the significant
financial ratios on the basis of standalone financials of the
Company are given below:

* Increase in profit margin is due to higher volume & cost
reduction measures.

# Improvement due to higher profits.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview of the Industry

India continues to remain one of the fastest-growing
major economies globally, with GDP growth for
FY'25 at 6.2%. This resilient growth is underpinned
by strong domestic consumption, sustained
government investments in infrastructure, and
ongoing structural reforms. According to the IMF's
World Economic Outlook (April 2025), India is
expected to maintain its position as the fastest-
growing major economy, supported by robust
performance in manufacturing, services, and
agriculture, despite global headwinds.

Inflationary pressures are expected to ease in 2025,
with CPI inflation moderating due to stable
commodity prices and prudent fiscal measures. The
current account deficit (CAD) is projected to remain
within manageable levels, backed by healthy
remittances and service exports, even amidst
prevailing geopolitical and trade-related
uncertainties.

Reinforcing its infrastructure-led development
agenda, the Government of India has allocated
'2.52 lakh crore for Indian Railways in FY'25, rising to
'2.60 lakh crore in FY'26. These allocations will
support critical areas including electrification,
advanced safety systems such as Kavach, and rolling
stock procurement. Indian Railways has set a freight
target of 1,700 million tonnes (MT) for FY'26, with a
long-term goal of reaching 3,000 MT by 2030.

Initiatives such as the Gati Shakti cargo terminals,
dedicated freight corridors, and the expansion of
Vande Bharat trains are expected to significantly
enhance efficiency and capacity in the logistics
sector. The push toward 100% railway electrification
by FY'26 is also poised to strengthen India's
transportation backbone, laying a solid foundation
for long-term growth in logistics, manufacturing,
and the broader economy.

Texmaco Business - An Overview

After navigating an evolving business environment,
your Company has rapidly transformed to become
the most sought-after partner in rail infrastructure.
Our commitment to delivering value, delighting
stakeholders, and providing end-to-end innovative
rail solutions continues to define our journey.

Renowned for delivering world-class rolling stock
and rail solutions, your Company remains a critical
supplier of freight cars, rail components, coach
interiors, and railway castings, with a strong
presence in both domestic and international
markets.

By combining legacy excellence with cutting-edge
innovation, we have positioned ourselves as a
trusted solutions partner, bringing unmatched
value and reliability to our customers.

During FY'25, your Company delivered a robust
financial performance, supported by strategic
expansion, resilient demand, and timely execution
of key orders. Total Income grew by 20.7% year-on-
year, reaching '4,331 crore, reflecting the benefits of
infrastructure investments and a competitive
product portfolio. Profit after tax increased to
'172 crore, underscoring improved operating
efficiencies and higher volumes.

The trust reposed by Indian Railways, global
customers, and private clients in our offerings
underlines our reputation as a dependable and
forward-thinking partner.

Orders received from these customers provide long¬
term revenue visibility and position your Company
well for continued growth. Additionally, plans to
accelerate export expansion, targeting significant
growth over the next two to three years, will enable
your Company to capture opportunities arising
from geopolitical shifts and increasing rail
investments in Africa, Southeast Asia, and Europe.

In response to growing demand, your Company
launched a dedicated unit for Component Systems
to broaden its offerings and entered a joint venture
(Texmaco Nymwag) focused on advanced rail
manufacturing solutions, with operations expected
to commence in FY'26. These strategic initiatives will
enhance your Company's role as a global sourcing
partner for multinational corporations and
strengthen capabilities in high-precision rail
systems. Further, the proposed strategic slump
exchange of the Infra Rail & Green Energy Division
will allow greater focus on core manufacturing
operations and short-cycle projects with quicker
execution.

Your Company's five manufacturing facilities across
West Bengal and Chhattisgarh, spread across 309
acres, continued to support higher volumes, with
production increasing by 24% year-on-year to 8,683
wagons. Efficient utilization of these facilities
demonstrates the Company's commitment to
meeting both domestic and global demand.

Sustainability, service, and support are central to our
value proposition. Key green initiatives, includes
solar power projects, support efforts to reduce
carbon emissions and enhance environmental
performance. Additional measures such as energy-
efficient lighting reinforce your Company's
alignment with national sustainability goals.

Strategic partnerships with industry leaders such as
Nevomo for high-speed rail technology and
Hindalco for aluminium wagons help de-risk the
business model. By blending strategic foresight
with agile execution, Texmaco strengthens its role as
a complete partner for modern rail mobility.

While challenges like wheelset shortages persisted,
your Company has actively mitigated risks through
its diversified portfolio and prudent working capital
management.

Looking ahead, Texmaco is committed to elevating
the customer experience through innovation,

responsiveness, and enduring partnerships. With
the Government of India's continued emphasis on
rail infrastructure including initiatives such as the
Dedicated Freight Corridor and high-speed rail
programs your Company is well-prepared to
leverage emerging opportunities. By prioritizing
order execution, capacity enhancement, and
international market development, your Company
will continue to drive long-term value creation for all
stakeholders.

With a strong order book, expanding global reach,
and a service-oriented mindset, Texmaco is not just
building wagons - we are building relationships.

Talent Management

At Texmaco, we firmly believe that the cornerstone
of our sustained success lies in the quality of our
Human Relations.

A healthy and positive work environment enables
an organization not only to function effectively but
also to thrive in a competitive landscape.

Our human relations philosophy is built on the belief
that employees are the most valuable asset of the
organization. Accordingly, we are committed to
fostering a culture that supports openness,
empowerment, well-being, and inclusivity.

Key Pillars of our Human Relations Approach:

• Open Communication - We actively
encourage transparent communication and
feedback across all levels.

• Empowerment and Growth - We invest in
training, mentoring, and continuous learning.

• Recognition and Appreciation - Our

performance-based culture celebrates
contribution

• Diversity and Inclusion - We value unique
perspectives and equitable opportunities.

• Employee Well-being - Policies are designed
for health, safety, and work-life balance.

• Teamwork and Collaboration - Built on trust
and collective achievement.

As we grow and lead responsibly in the Rail and
Engineering sector, we remain committed to
nurturing human potential as a driver of innovation,
loyalty, and long-term excellence.

Significant Development: Freight Car Division

Industry Outlook and Strategic Alignment

The Indian Railways is undergoing a
transformational phase. Freight traffic is projected
to rise from 1,700 MT in FY'26 to 3,000 MT by 2030.
Key sectors fueling this growth include Cement, Coal,
Containers, Iron Ore, and Steel Raw Materials. The
Union Budget has allocated '2.60 lakh crore toward
railway infrastructure to accelerate this momentum.

Business Performance - FY 2024-25

Your Company delivered 8,683 wagons during
FY 2024-25, backed by strong order execution,
manufacturing scale, and quality assurance.

• 6,856 wagons were delivered to Indian Railways
(IR)

• 1,827 wagons were supplied to private and
export clients

• Total value: '3,158.77 Cr

• '2,351.90 Cr from IR

• '806.87 Cr from exports & private clients

• New orders received during the year includes
357 BRNAHS wagons and 677 BOBRN wagons.

This scale reaffirms Texmaco's capabilities as a
trusted partner to institutional and private
customers alike.

Strategic Acquisition - Texmaco West Rail Ltd.
(TWRL)

Through the acquisition of Jindal Rail Infrastructure

Ltd., now Texmaco West Rail Ltd. (TWRL), your
Company expanded into high-demand segments
like cement, steel, automotive, and containers.

• 1,929 wagons delivered from TWRL

• Revenue: '920 Cr

This acquisition complements Texmaco's dual
facilities manufacturing model, expanding agility
and product specialization.

Export Growth & Global Recognition

Your Company continued to expand its global
footprint with repeat orders and customer
endorsements.

Notably, 250 gondola wagons were shipped during
FY 2024-25 to Arcelor Mittal, Liberia, building on the
successful earlier supply of 150 units, which received
commendation for quality and reliability.

Texmaco's export strategy is gaining traction, with a
strong pipeline of enquiries for specialized wagons
and turnkey railcar solutions.

This reflects growing global trust in Texmaco as a
reliable, quality-driven sourcing partner.

Strategic Focus Areas

Your Company's freight division is now focused on:

• Customized wagons for cement, steel,
containers, and agriculture

• Region-specific adaptations to meet
international standards

• Integration of smart features like IoT, modular
design, and efficiency tools

By combining strong design capabilities, dual-facility
operations and global alliances, your Company is
positioning itself as a full-spectrum freight mobility
provider.

Technology Collaborations & Global Capability
Centre (GCC)

Texmaco has launched its Global Capability Centre
(GCC) to drive advancement in technology,
innovation, and global-standard solutions for the
rail and freight industry. The GCC serves as a
collaborative platform, bringing together leading
international partners, technology providers, and
domain experts to co-develop next-generation
products and solutions, with detailed product
engineering, Digital Design & Analytics and IoT,
Lightweight materials & life cycle optimizations.

Notably, Trinity-USA few others has shown strong
enthusiasm for this initiative an has offered Texmaco
the opportunity to be part of the GCC, recognizing it
as a significant step towards shaping the future of
rail technology and expanding global
collaborations.

This initiative harnesses Indian talent and global
best practices to create next-generation freight
solutions.

New Business Initiatives

In line with a "complete solutions" approach, your
Company acquired 51% stake in Saira Asia Interiors
Pvt. Ltd., a leader in rolling stock interiors.

This strategic move strengthens Texmaco's ability to
offer end-to-end rolling stock packages - from
exteriors to interior fit-outs.

Sustainability & ESG Initiatives

Your Company deepened its commitment to green
operations through an equity partnership with
Ampin Energy Transition Pvt. Ltd. to set up a 10 MW
open-access solar power project in Chhattisgarh.

This project will:

• Lower power costs

• Reduce the Urla plant's carbon footprint

• Mark a milestone in Texmaco's long-term ESG
roadmap

Sustainability at Texmaco is not an initiative — it is
embedded in our operations, our strategy, and our

vision for the future.

Infra Rail & Green Energy Division

The Infra Rail & Green Energy Division focused on
contract execution and project closure in FY'25,
achieving '392 crore in revenue, down from '448
crore the previous year.

Key highlights:

- Completed the Akhaura-Agartala railway link
(Bangladesh portion) on June 30, 2024

- Delays in another major Bangladesh project due
to political disruption

- Focus on large and mid-size tenders to revive
growth

- Strategic efforts underway to resolve claims for
contract extensions and scope changes

Major Targets:

• Subansiri Hydro Project: Final commissioning
expected by Dec 2025

• Mizoram Bridge: Expected completion by June
2025

• Arun III (Nepal): Fabrication and erection
progressing

• Farakka Hydro: Site work initiated

Despite headwinds, the division remains focused on
de-risking, cash flow improvement, and core
infrastructure delivery.

Infra Electrical Division

This division recorded all-time high revenue of
'367.08 Crores and EBITA of '52.16 Crores in FY'25.

Key achievements:

• Completion of 2x25 kV electrification project
(Dalli to Rajhara)

• Orders worth '467.68 Cr in 2x25 kV systems

• Diversification into transmission lines (Order of
'353.25 Cr from MPTCL and CSPTCL)

• Ballastless track laying for Delhi Metro

extension (Majlis Park-R.K. Ashram) (Order
value '117 Crore)

• 27 kms of track laid this year

• Maintenance of 4,000 kms of electrified railway
lines for Indian Railways

This division exemplifies Texmaco's agility in serving
core rail needs while diversifying into adjacent, high-
potential sectors.

Subsidiaries & Joint Ventures

Texmaco's group structure includes multiple
subsidiaries and joint ventures that contribute
significantly to revenue, reach, and innovation.

A Report on the performance and financial position
of each of the subsidiaries, associate and joint
ventures as included in the Consolidated Financial
Statement of the Company is provided in Form
AOC-1 and forms a part of this Annual Report

Subsidiaries include:

i. Texmaco West Rail Ltd.

ii. Saira Asia Interiors Pvt. Ltd.

iii. Texmaco Nymwag Rail & Components Pvt. Ltd.

iv. Texmaco Transtrak Pvt. Ltd.

v. Texmaco Rail Electrification Ltd.

vi. Panihati Engineering Udyog Pvt. Ltd.

vii. Texmaco Rail Systems Pvt. Ltd.

viii. Belgharia Engineering Udyog Pvt. Ltd.

ix. Texmaco Middle East DMCC

During the year, Texmaco West Rail Ltd., Saira Asia Interiors
Pvt. Ltd. and Texmaco Middle East DMCC have become the
subsidiaries of the Company.

Further, Texmaco Defence Systems Pvt. Ltd. has ceased to
be the associate of the Company.

JointVentures include:

i. Touax Texmaco Railcar Leasing Pvt. Ltd.

• 32 rake fleet, all under 10-15 year leases

• FY'25 lease rental revenue: '81.33 Cr

• Orders for over 16 rakes in pipeline

The JV offers Texmaco a strong recurring income
base and strategic market access in private leasing.

ii. Wabtec Texmaco Rail Pvt. Ltd.

• Total income: '132.06 Cr (up 33%YoY)

• PBT: '30.94 Cr (up 68%YoY)

• Supplies of draft gears, receivers, and brake
systems at scale

• IR trials of onboard Brake System Health
Monitor (BSHM) in 2025

• Joint development of modern freight car
design for new IR tenders

This JV brings cutting-edge technology, global
know-how, and domestic execution strength under
one roof.

R&D Activities

A. Rolling Stock Unit

Texmaco's Design & Innovation Centre is developing
smart, lightweight, IoT-enabled wagons in
collaboration with Indian Railways and global
partners.

• ACT3 and BCBFG wagons for food grain
logistics

• Multipurpose flat platforms, digital diagnostics

• Global Capability Centre (with Trinity)
powering advanced engineering

• Partnership with Nevomo (Europe) to explore
MagRail for high-speed linear propulsion

Texmaco's R&D is transforming the rail freight
landscape by blending indigenous innovation with
global excellence.

B. Steel Foundry Unit

Recognized by DSIR, the R&D centre delivered:

• Green sand conversion for sustainability

• CMS Crossings for IR (passed RDSO tests)

• High-tensile export-grade couplers and
knuckles

• Digital tools for dimensional precision

• Sand reclaimers to reduce raw material use

• Collaborations with Sampyo (Korea) and
Wabtec

• New product pipeline: tight lock couplers, GET
castings, high-speed bolsters

The Foundry is becoming a center of global-grade
metallurgical innovation for freight safety and
performance.

IT Services

Texmaco's IT team achieved major modernization
milestones:

• Migration to Oracle Fusion cloud-based ERP

• Deployment of cybersecurity and email
protection tools

• Stability, efficiency, and resilience upgrades
across systems

Technology is being leveraged not just to support,
but to drive performance and secure growth.

Corporate Social Responsibility

Your Company maintains an unwavering dedication
to community service and human welfare. This
commitment manifests through strategic
partnerships with neighbouring communities via
comprehensive CSR initiatives spanning Education,
Health, Sports, Environment, and Women
Empowerment.

Through the Texmaco Neighbourhood Welfare
Society, your Company runs a state-of-the-art
Health & Wellness Hub offering physiotherapy, yoga,
alternative medicine, and gym facilities to the
community.

FY'25 CSR highlights:

• Promotion of sports among rural/
underprivileged youth

• Support to cancer and cerebral palsy

organizations

• School repair, water coolers at railway stations,
drainage improvements

CSR at Texmaco is rooted in compassion, inclusion, and
action - making a real impact beyond business.

The Company has in place a policy on Corporate Social
Responsibility. The weblink for accessing such policy is
https://www.texmaco.in/ wp-content/uploads/2023/
01/CSR POLICY TEXRAIL.pdf.

The Annual Report on CSR activities is enclosed as
Annexure A and forms a part of this Report.

GREEN INITIATIVE

Your Company remains steadfast in its commitment to
minimize its carbon foot prints and continues to embrace a
sustainability initiative with the aim of going green and
minimising the repercussion on the environment. Your
Company had already adopted the green initiative by
dispatching the Annual Report, Notices, other
communications, etc., through e-mail to its Shareholders,
whose e-mail address are registered with relevant
Depository Participants / RTA / Company. Shareholders
who have not registered / updated their e-mail addresses
are requested to support this initiative by registering /
updating their e-mail address for receiving Annual Report,
Notices, other communications, etc. through e-mail. The
Ministry of Corporate Affairs ('MCA') and the Securities and
Exchange Board of India had issued relaxations from
sending printed copy of Annual Report, Notice of the
Annual General Meeting ('AGM'), etc. to the Shareholders
for the AGM to be held in the year 2025.

With objective of supporting the Green Initiative and in
view of the above-mentioned relaxations, your Company
is dispatching the Annual Report & Notice of the AGM
along with other documents required to be annexed
thereto to the Shareholders through e-mail at their
registered e-mail address. Such documents are also
available on the website of the Company at
www.texmaco.in

Further, those Shareholders who have not yet registered
their e-mail address are requested to follow the procedure
as mentioned in the Note to the Notice calling AGM to
receive the Annual Report & the Notice of the AGM and
other documents relating thereto through electronic
mode and to enable their participation in the AGM.

PARTICULARS OF EMPLOYEES

The number of employees as at 31^st March 2025 was 1964.
In terms of the provisions of Section 197(12) of the Act,
read with Rules 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits
set out in the said rules is enclosed as Annexure B and
forms part of this Report.

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are enclosed as
Annexure C and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Disclosures relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as
required under Section 134(3)(m) of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014, are enclosed as
Annexure D and forms a part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Meetings of the Board

During the year under review, 7 (Seven) Board Meetings were
held on the following dates:

. 19^th April 2024 . 25^th October 2024

. 16^th May 2024 . 31^st January 2025

. 25^th July 2024 . 25^th March 2025

. 13^th August 2024

The Nomination and Remuneration Committee has
approved the criteria to determine the appropriate
characteristics, skills and experience for the Board as a
whole and its individual members with the objective of
having a Board of eminent qualified professionals,
entrepreneurs with diverse backgrounds and experience
in business, governance, education and public service. The
criteria include the matrix of skills / expertise /
competencies as specified by the Board for identifying
individuals to serve as a Director on the Board.

Your Company has in place a well-defined Remuneration
Policy for Directors, Key Managerial Personnel and other
employees of the Company. The Nomination and
Remuneration Committee periodically reviews the policy
to ensure that it is aligned with the requirements under the
applicable laws. During the year, there has been no change
in the policy.

The policy ensures equity, fairness and consistency in
rewarding the employees on the basis of performance
against set of objectives. The policy is available on the
Company's website. The weblink for accessing such policy
is https://www.texmaco.in/wp-content/uploads/2023/
01/REMUNERATION POLICY TexRail.pdf

Change in Directors and Key Managerial Personnel
Re-appointment:

During the year, the Board of Directors on the
recommendation of Nomination and Remuneration
Committee, had approved the re-appointment of
Mr Partha Sarathi Bhattacharyya w.e.f 1^stJanuary 2025 as an
Independent Director of the Company.

The aforesaid re-appointment was approved by the
shareholders by way of Postal Ballot.

The Board of Directors on the recommendation of the
Nomination and Remuneration Committee, has approved
the appointments of Mr Hemant Bangur, w.e.f 16^th May
2024 and Mr Marco Philippus Ardeshir Wadia w.e.f
30^th December 2024 as Independent Directors of the
Company.

The aforesaid appointments were approved by the
Shareholders by way of Postal Ballot.

Mr Sandeep Kumar Sultania is appointed as the Company
Secretary & Compliance Officer of the Company w.e.f.
1^st April 2025 in place of Mr Kishor Kumar Rajgaria, who is
redesignated as the CFO of the Company w.e.f. 1^st April
2025.

Resignations:

During the year, Mr Amitabha Guha has resigned as
Independent Director of the Company w.e.f. 1^st October
2024.

Mr Hemant Bhuwania, CFO ceased to hold office w.e.f.
close of business on 31^st March 2025 in view of his
resignation from the Company.

Cessation:

During the year, Mr. D.R. Kaarthikeyan, ceased to hold
office as Independent Director of the Company w.e.f. close
of business on 3^rd September 2024, upon completion of his
tenure as approved by the Shareholders.

Retire by rotation:

Mr. I n d raj it Mookerjee and Mr. Sudipta Mukherjee,
Executive Directors, retire by rotation and being eligible,
have offered themselves for re-appointment at the
ensuing AGM of the Company.

Proposed Re-appointments:

The present tenure of Mr S. K. Poddar and Mr A. K. Vijay
expires on 24^th September 2025 & 31^st December 2025

respectively and the Board of Directors on the
recommendation of the Nomination and Remuneration
Committee has approved the re-appointments of Mr S. K.
Poddar as the Executive Director & Chairman for a period of
5 (five) years with effect from 25^th September 2025 and
Mr A. K. Vijay as the Executive Director for a period of
1 (one) year w.e.f. 1^st January 2026.

The above recommendations of the Board are being
placed at the ensuing AGM for the approval of the
Shareholders.

Board Evaluation

Your Company has in place a Policy for performance
evaluation of the Board, Committees of the Board and
individual Directors, by fixing certain criteria, duly
approved by the Nomination and Remuneration
Committee and adopted by the Board. The criteria for the
evaluation includes their functioning as Members of the
Board or Committees of the Board, execution and
performance of specific duties, etc.

A structured questionnaire, which cover various aspects of
the Board functioning such as Director's strength and
contribution, specific duties, obligations, etc. evolved
through discussions within the Board, has been used for
this purpose. Further, on the basis of performance review
by Independent Directors at their meeting held on
19^th March 2025 and recommendations of the Nomination
and Remuneration Committee, a process of evaluation was
followed by the Board for its own performance and that of
its Committees and individual Directors. Furthermore, the
evaluation of the Independent Directors was performed
by the Board. The evaluation criteria comprised assessing
the various parameters including oversight and
effectiveness of the Board, performance of the Directors,
expertise /skills / competencies as possessed by the
Directors in the context of the business of your Company,
contribution to the strategic planning, etc.

Further, the Board ensured that the evaluation of Directors
was carried out without the participation of the Director
who was subject to evaluation.

Declaration by Independent Directors

All Independent Directors of your Company have given the
declaration that they meet the criteria of independence as
laid down under the Act and Listing Regulations.

The Board of Directors of your Company took on record the
declaration submitted by the Independent Directors after
undertaking due assessment of their independence from
the Management. The Independent Directors of your
Company have also confirmed their registration with the
Independent Directors' databank maintained by the
Indian Institute of Corporate Affairs. The Independent
Directors will undertake the proficiency test, as may be
required, under the Companies (Appointment and
Qualification of Directors) Rules, 2014.

The Board is of the opinion that all the Independent
Directors possess the requisite integrity, expertise and
experience (including proficiency) to fulfil their duties to
act as such.

AUDIT COMMITTEE AND AUDITORS

Composition of Audit Committee

The composition of the Audit Committee is provided in the
Report on Corporate Governance as attached to this
Report.

Statutory Auditors

At the 24^th AGM held in the year 2022, Messrs L. B. Jha & Co.,
Chartered Accountants, Statutory Auditors of the
Company, were appointed by the Shareholders to hold the
office as such from the conclusion of 24^th AGM until the
conclusion of 29^th AGM of the Company.

Cost Auditors

Your Company has appointed Messrs DGM & Associates,
Cost Accountants, for conducting the Cost Audit for FY'25
in terms of the provisions of the Act and the Companies
(Cost Records and Audit) Rules, 2014.

The Board on the recommendation of the Audit
Committee, at its Meeting held on 16^th May 2025 has
approved the re-appointment of Messrs DGM &
Associates, Cost Accountants (Firm Registration No.
000038), as the Cost Auditors to conduct the Audit of the
Cost Records of the Company for the FY'26 at a
remuneration of '2,70,000 (Rupees Two Lakh Seventy
Thousand) plus applicable taxes and out -of-pocket
expenses. The proposal for the ratification of the
remuneration payable to Messrs DGM & Associates is
being placed at the ensuing AGM for the approval of
Shareholders.

In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records and
accordingly, such accounts and records are made and
maintained.

Secretarial Auditors

Your Company has appointed Messrs S. R. & Associates,
Practicing Company Secretaries, to conduct the Secretarial
Audit of the Company for FY'25 in terms of the provisions of
the Act & the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the Listing
Regulations.

The Secretarial Audit Report in Form MR-3 is enclosed as
Annexure E and forms a part of this Report.

Further, in terms of the provisions of Section 204 of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 along with Regulation 24A
of the Listing Regulations, the Board of Directors of your
Company has appointed Messrs S. R. & Associates, Practicing
Company Secretaries (Firm Registration No: P2008WB016700)
as the Secretarial Auditors of the Company for a period of
5 (five) consecutive years from the financial year 2025-26 till
the financial year 2029-30. The proposal for the appointment
of Messrs S. R. & Associates, Practicing Company Secretaries as
the Secretarial Auditors is being placed for approval of the
Shareholders of the Company at the ensuing AGM.

Messrs S. R. & Associates, Practicing Company Secretaries is a
Peer Reviewed Firm and meets the eligibility criteria
mentioned under Regulation 24A of the Listing Regulations.

Whistle-Blower Policy

The details on the Whistle Blower Policy are provided in the
Report on Corporate Governance as attached to this
Report.

INTERNAL FINANCIAL CONTROLS AND RISK
MANAGEMENT

The Company maintains a robust system of internal
controls, that is appropriate for the nature and scale of its
operations. The designated system ensures that all
transactions are authorised, recorded and reported
correctly and assets are safeguarded and protected
against loss from unauthorised use or disposition. In
addition, there are operational and fraud risk controls,
covering the entire spectrum of internal financial controls,
aligned with the size and the nature of the Company's
operations.

The Audit Committee periodically reviews the internal
control system to ensure that it remains effective and
aligned with the business requirements of your Company.

The Company's Risk Management objectives include
monitoring and reviewing its Risk Management Plan,
which involves identifying and addressing various
elements of risk. The Company has established a Risk
Management Policy and a comprehensive framework to
mitigate potential losses from systematic issues. This Policy
encompasses processes for risk assessment, identication
of both internal and external risks, including cyber security
risks, and outlines detailed procedures for risk evaluation
and mitigation. The Risk Management Committee
periodically reviews the Policy to ensure its effectiveness.

Your Company is having a Risk Management Committee
('RMC') duly constituted by the Board of Directors of the
Company. The composition of the RMC is provided in the
Report on Corporate Governance which forms a part of this
Report

DISCLOSURES

(a) There has been no change in the nature of business of
the Company during the year under review.

(b) There are no significant and material orders passed by
the Regulators / Courts / Tribunals that would impact
the going concern status of the Company and its
future operations.

(c) There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of financial year and
the date of this Report.

(d) The Reports of the Statutory, Secretarial, Cost and
other Auditors do not contain any qualification /
modification and hence no explanation is required.

(e) During the year, the Board of Directors had approved:

• withdrawal of Scheme of Arrangement and
Demerger of Texmaco Rail & Engineering Limited
and Belgharia Engineering Udyog Private Limited
which was earlier approved by the Board of
Directors at its Meeting held on 14^th October 2023;

• scheme of Amalgamation of Texmaco West Rail
Limited, a wholly owned subsidiary of the
Company with the Company and their respective
shareholders, subject to receipt of necessary
approvals including from jurisdictional National
Company Law Tribunal and the shareholders and
creditors of the companies involved in the
Scheme;

• scheme of Arrangement between the Company
and Belgharia Engineering Udyog Private Limited,
a wholly owned subsidiary of the Company and
their respective shareholders and creditors for
transfer of the Transferred Undertaking
comprising the Infra - Rail & Green Energy Division
on slump exchange basis subject to receipt of
necessary approvals including from Stock
Exchanges, jurisdictional National Company Law
Tribunal and the shareholders and creditors of the
companies involved in the Scheme.

(f) During the year, the Board of Directors had approved
the alteration of the Object Clause of the
Memorandum of Association of the Company in order

to enable the Company to enter into newer fields of
upcoming opportunities in real estate segment from
time to time. The said alteration was approved by the
shareholders by way of Postal Ballot.

(g) Share Capital

During the year, there was no change in the
share capital of the Company. The Paid up share
capital of the Company as at 31^st March 2025 was
' 39,94,67,302.

Raising of funds by issuance of Convertible
Warrants

During the year, your Company has allotted 77,72,020
Convertible Warrants i.e 38,86,010 Convertible
Warrants each to Samena Green Ltd & Adventz Finance
Pvt Ltd on 12^th April 2024 by way of preferential issue at
a price of '193 per warrant upon receipt of 25% of
consideration. The remaining 75% of the
consideration will be paid at the time of conversion of
warrants into equity shares anytime within eighteen
months from the date of allotment.

(h) Deposits

During the FY'25, the Company has not accepted any
Deposit under the provisions of the Act.

(i) Disclosures under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Your Company has in place an Internal Complaints
Committee ('ICC'), formed in accordance with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules framed thereunder to promote safe
& healthy working environment and to redress
complaints received regarding sexual harassment. The
ICC meets at regular intervals.

Further, your Company has a Policy on prevention of
Sexual Harassment in accordance with the said Act
and Rules.

During the year, no complaint was received by the ICC.

(j) Disclosure with respect to compliance of
Secretarial Standards

The Company has duly complied with the necessary
requirements of the Secretarial Standards relating to
Board Meetings and General Meetings, as issued by
the Institute of Company Secretaries of India.

OTHER INFORMATION

Annual Return

The copy of the Annual Return in the prescribed format is
available on the website of the Company. The weblink for
accessing Annual Return is: https://www.texmaco.in/wp-
content/uploads/2025/08/AR2425.pdf

Dividend Distribution Policy

Your Company has in place a Dividend Distribution Policy
in line with the requirements of the Listing Regulations.
During the year, there has been no change in the policy.

The web link for accessing such policy is: https://
www.texmaco.in/wp-content/uploads/2023/01 /
Dividend Distribution Policy.pdf

Corporate Governance

Report on Corporate Governance along with certificate
from Statutory Auditor confirming compliance of
conditions of Corporate Governance pursuant to the
Listing Regulations is enclosed as Annexure F and forms a
part of this Report.

Business Responsibility & Sustainability Report

Business Responsibility & Sustainability Report pursuant to
the Listing Regulations is enclosed as Annexure G and
forms a part of this Report.

Particulars of Loans, Guarantees and Investments

The details of Loans, Corporate Guarantees and
Investments made during the financial year under the

provisions of Section 186 of the Act have been disclosed in
the financial statements of the Company.

Related PartyTransactions

All related party transactions took place during the FY'25
were entered in the ordinary course of business and on
arm's length basis.

An omnibus approval from the Audit Committee for the
financial year is obtained for the transactions which are
repetitive in nature. All related party transactions are
reported to and approved by the Audit Committee / Board.
The details of such transactions were also placed before
the Audit Committee and the Board for their review, on a
quarterly basis. During the year, there was no material
related party transaction entered into by the Company and
as such disclosure in Form AOC-2 is not required.

The Company has in place a policy on dealing with related
party transactions and the same is disclosed on the
Company's website. The web link for accessing such policy
is: https://www.texmaco.in/wp-content/uploads/
2023/01/RPTP.pdf

DIRECTORS' RESPONSIBILITY STATEMENT U/S 134 (5)
OFTHE COMPANIES ACT, 2013

Your Directors state that:

(a) in the preparation of the Annual Financial Statements
for the financial year ended 31^st March 2025, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

(b) relevant accounting policies are applied consistently
and the judgments and estimates made are
reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period;

(c) proper and sufficient care had been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

(d) the Annual Financial Statements of the Company have
been prepared on a going concern basis;

(e) they had laid down internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f) they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

For and on behalf of the Board

Dated: 16^th May 2025 S. K. Poddar

Place: Kolkata Chairman