Texmaco Rail & Engineering Limited — AGM Information 2024

Sep 25, 2024

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25[th] September, 2024

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex Bandra (E), Mumbai – 400051 Symbol – TEXRAIL

BSE Limited P. J. Towers, Dalal Street, Mumbai – 400001 Scrip Code – 533326

Dear Sirs,

In terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith copy of the proceedings of the 26[th] Annual General Meeting of the Members of the Company held on Wednesday, 25[th] September, 2024 at 2:00 pm (IST) through Video Conferencing.

This is for your information and record.

Thanking you,

Yours faithfully,

For Texmaco Rail & Engineering Limited

KISHOR Digitally signed by KISHOR KUMAR KUMAR RAJGARIA Date: 2024.09.25 RAJGARIA 17:29:50 +05'30'

K. K. Rajgaria Company Secretary & Compliance Officer

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SUMMARY OF THE PROCEEDINGS OF THE TWENTY-SIXTH ANNUAL GENERAL MEETING OF TEXMACO RAIL & ENGINEERING LIMITED HELD ON 25[TH] SEPTEMBER, 2024 AT 2:00 P.M. (IST)

The Twenty-Sixth Annual General Meeting (‘AGM’) of the Members of Texmaco Rail & Engineering Limited (‘Company’) was held on Wednesday, 25[th] September, 2024 at 2:00 p.m. (IST) through Video Conferencing (‘VC’) in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (‘MCA’) and the Securities and Exchange Board of India (‘SEBI’).

Mr. Saroj Kumar Poddar, Chairman, chaired the AGM of the Company.

The Meeting commenced at 2:00 p.m. (IST).

The Chairman welcomed the Members to the AGM. The Chairman thereafter, announced that the requisite quorum for the Meeting being present through VC, the Meeting was called to order.

The Chairman informed the Members that in view of the relaxations granted by the MCA and the SEBI and in order to ensure wider participation of the Members, the AGM was conducted through VC in compliance with the applicable provisions of the Companies Act, 2013 (‘Act’) & the rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) read with the relevant circulars.

The Chairman briefed the Members that the Company had taken all feasible efforts to enable Members to participate through VC and exercise their voting rights.

The Chairman further informed the Members that the Statutory Registers and relevant documents referred to in the Notice of the AGM were available for inspection electronically. The requirement of appointment of proxies by the Members was not applicable as the AGM was held through VC and hence the proxy register was not available for inspection.

The Chairman thereafter, introduced the Directors and Key Managerial Personnel of the Company.

Messrs. Indrajit Mookerjee, Executive Director & Vice Chairman, Sudipta Mukherjee, Managing Director, Utsav Parekh, Virendra Sinha, Amitabha Guha, Akshay Poddar, Ashok Kumar Vijay, U. V. Kamath, Hemant Bangur & Ms. Rusha Mitra, Directors of the Company, Mr. Hemant Bhuwania, CFO and Mr. Kishor Kumar Rajgaria, Company Secretary attended the Meeting.

Mr. P. S. Bhattacharyya could not attend the meeting due to unavoidable circumstances.

The Auditors were also present during the Meeting.

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Mr. Kishor Kumar Rajgaria, Company Secretary briefed the Members regarding the arrangements made for the Meeting. The Company Secretary informed that in order to enable the Members to participate at the AGM through VC facility, the Company had availed the services of M/s. KFin Technologies Limited, Registrar & Share Transfer Agent of the Company.

The Company had appointed Ms. Geeta Roy Chowdhury of M/s. S. R. & Associates, Company Secretaries, as Scrutinizer for the AGM.

It was further informed that the Members were provided with the facility to exercise their right to vote on Resolutions by electronic means, through remote e-voting. The remote e-voting commenced at 9:00 a.m. on Saturday, 21[st] September, 2024 and ended at 5:00 p.m. on Tuesday, 24[th] September, 2024. The facility for e-voting during the AGM (‘Instapoll’) was also made available in accordance with the provisions of the Act and the Listing Regulations.

The Chairman deliberated the Members on the Company’s overall performance during the financial year 2023-24 and also mentioned about the business prospects of the Company.

The Chairman informed the Members that the Notice convening the AGM, Audited Financial Statements and the Reports of the Board of Directors & the Auditors thereon for the financial year ended 31[st] March, 2024 were taken as read as the same had already been circulated to the Members. As there was no qualification in the Reports of the Auditors, the same were not required to be read.

The Chairman thereafter, requested the Company Secretary to give a brief of the Resolutions forming part of the Notice of the AGM. The Company Secretary informed the Members that there were in total 5 (Five) Resolutions proposed to be transacted at the AGM. Since the Notice had already been circulated to the Members and the Resolutions had been put to vote through remote e-voting, the Company Secretary provided a brief of the Resolutions for the benefit of the Members attending the Meeting.

The items as per the AGM Notice dated 16[th] May, 2024 were transacted as follows:

ORDINARY BUSINESS

Item No. 1: Ordinary Resolution:

Adoption of Audited Financial Statements including the Audited Consolidated Financial Statement of the Company for the financial year ended 31[st] March 2024 and the Reports of the Board of Directors and the Auditors thereon.

Item No. 2: Ordinary Resolution:

Declaration of Dividend on Equity Shares for the financial year ended 31[st] March 2024.

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Item No. 3: Ordinary Resolution:

Re-appointment of Mr. Akshay Poddar (DIN: 00008686)), Non-Executive Director, who retires by rotation and offers himself for re-appointment.

Item No. 4: Ordinary Resolution:

Re-appointment of Mr. Ashok Kumar Vijay (DIN: 01103278), Executive Director, who retires by rotation and offers himself for re-appointment.

SPECIAL BUSINESS

Item No. 5: Ordinary Resolution:

Ratification of remuneration to be paid to Messrs DGM & Associates, Cost Accountants (Firm Registration No. 000038) of the Company for conducting Audit of Cost Records, for the financial year ending 31[st] March 2025.

The Chairman thereafter, requested the Members who had earlier registered themselves as speakers to seek clarifications or ask their questions in relation to items of business, which were addressed by the Chairman, Executive Vice Chairman, Managing Director & CFO of the Company.

The Chairman then thanked all the Shareholders and informed that those Shareholders who had not been able to cast their votes by remote e-voting, and are otherwise not barred from doing so, may avail the facility of Instapoll. The Instapoll was kept open for 15 minutes.

The Chairman thereafter, announced that combined Results of remote e-voting and Instapoll would be made available on the website of the Company and also on the website of Stock Exchange(s), where the Equity Shares of the Company are listed i.e. National Stock Exchange of India Ltd. and BSE Limited, within 2 (two) working days from the conclusion of the Meeting.

The Meeting concluded at 3:03 p.m. after being open for 15 minutes for Instapoll to be completed.

For Texmaco Rail & Engineering Limited

KISHOR KUMAR Digitally signed by KISHOR KUMAR RAJGARIA RAJGARIA Date: 2024.09.25 17:30:29 +05'30' K. K. Rajgaria Company Secretary & Compliance Officer

Dated: 25.09.2024

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