Texmaco Rail & Engineering Limited — Capital/Financing Update 2024

Jun 4, 2024

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4[th] June, 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,

We would like to inform you that the Company has entered into Shareholders’ Agreement & Share Purchase Agreement (‘Agreements’) with “Saira Asia Interiors Private Limited” (‘Saira Asia’) & its existing Shareholders on 4[th] June, 2024 and subsequent to acquisition of shares under such Agreements, Saira Asia will be a subsidiary of the Company with 51% Shareholding.

The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with with SEBI circulars SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023 and SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023 are provided hereunder:

Particulars	Details
Name of the target entity, details in brief such as size, turnover, etc.	Saira Asia Interiors Private Limited Authorised Share Capital: Rs. 38,20,00,000 /- (Rupees Thirty Eight Crore Twenty Lakhs Only) Turnover: FY 2022-23 : Rs. 2.35 Crores
Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”	Post acquisition of 51% shareholding, Saira Asia will be a subsidiary of the Company. It is not a related party transaction. The Promoter/ Promoter group have no interest in the entity.
Industry to which the entity being acquired belongs	Saira Asia excels in crafting cutting-edge metro interiors, elevating public transportation standards with precision engineering and innovative design. Saira Asia is rapidly expanding their presence in metro interior products.

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Particulars	Details
Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	The acquisition will make the Company a comprehensive mechanical partner in Commuter Mobility Segment (Car body shell and interiors) and will provide competitive edge by offering comprehensive solutions that address the evolving demands of the Railway sector.
Brief details of any governmental or regulatory approvals required for the acquisition;	Not Applicable
Indicative time period for completion of acquisition;	90 days (approx..)
Nature of consideration – whether cash consideration or share swap and details of the same;	Cash
Cost of acquisition or the price at which the shares are acquired;	Rs 9 Crores (Rupees Nine Crores Only)
Percentage of shareholding / control acquired and/ or number of shares acquired;	The Company will acquire 51% shareholding in Saira Asia.
Brief background about the entity acquired in terms of products/ line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information(in brief);	Date of incorporation: 9thApril, 2009. History of last 3 years turnover: FY 2022-23: Rs 2.35 Crores FY 2021-22: Rs 3.70 Crores FY 2020-21: Rs 8.42 Crores Countryofpresence: India

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: 2024.06.04 RAJGARIA 20:01:12 +05'30'

K. K. Rajgaria Company Secretary & Compliance Officer

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