Texmaco Rail & Engineering Limited — Capital/Financing Update 2023

Apr 20, 2023

Texmaco Rail & Engineering Ltd. Belgharia Works CIN: L29261WB1998PLC087404

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TEXMACO

20[th] April, 2023

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,

We would like to inform you that the Company has entered into a binding Joint Venture Agreement with NYMWAG CS on 20[th] April, 2023, for the purpose of manufacture of freight wagon and/or its components or parts.

The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9[th] September, 2015 are provided hereunder:

Regulations, 2015 read with SEBI Circular No. are provided hereunder:	CIR/CFD/CMD/4/2015 dated 9thSeptember, 201
Particulars	Details
Name(s) of parties with whom the agreement is entered;	NYMWAG CS, a Company registered under the laws of the Czech Republic.(‘NYMWAG’)
Purpose of entering into the agreement;	To form a Joint Venture Company in the ratio of 50:50 (‘JV Company’) for manufacturing of freight wagon and/or its components orparts.
Shareholding, if any, in the entity with whom the agreement is executed;	The Company does not have any shareholding in NYMWAG.
Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.;	- The Company & NYMWAG shall have the right to appoint 3 (three) Directors each on the Board of Directors of the JV Company. - Infusion of share capital shall be at the same price & proportion, subject to applicable laws. - Restrictive Clauses on various matters have been included in the JV Agreement.
Whether, the said parties are related to promoter/promoter group/ group companies in anymanner. Ifyes, nature of relationship;	No
Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arms length”;	No

REGD. OFFICE : Belgharia, Kolkata - 700 056. Ph.: +91 33 2569 1500, Fax: 2541 1722 / 2448 Email: texmail@texmaco.in, Website: www.texmaco.in

Texmaco Rail & Engineering Ltd. Belgharia Works CIN: L29261WB1998PLC087404

TEXMACO

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Particulars	Details
In case of issuance of shares to the parties, details of issue price, class of shares issued;	The Equity Shares of the JV Company shall be issued at a value agreed between the partners, subject to applicable laws.
Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc;	Details of Nominee Directors – already mentioned above. There is no potential conflict arising out of the JV Agreement.
In case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a) name of parties to the agreement; b) nature of the agreement; c) date of execution of the agreement; d) details of amendment and impact thereof or reasons of termination and impact thereof.	Not Applicable.

This is for your information and record.

Thanking you,

Yours faithfully,

For Texmaco Rail & Engineering Limited

Ravi Digitally signed by Ravi Varma Date: 2023.04.20 Varma 18:39:03 +05'30'

Ravi Varma Company Secretary & Compliance Officer

REGD. OFFICE : Belgharia, Kolkata - 700 056. Ph.: +91 33 2569 1500, Fax: 2541 1722 / 2448 Email: texmail@texmaco.in, Website: www.texmaco.in