Texmaco Rail & Engineering Limited — Capital/Financing Update 2025

Oct 9, 2025

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

9[th] October, 2025 BSE Limited P. J. Towers, Dalal Street, Mumbai – 400001 Scrip Code – 533326

Dear Sirs,

Sub: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘Listing Regulations’)

• Ref: Allotment of 73,97,270 equity shares of Texmaco Rail & Engineering Limited pursuant to conversion of convertible warrants allotted to M/s Adventz Finance Private Limited (‘Adventz’), Promoter Group & M/s Samena Green Limited (‘Samena’), Non-Promoter (Public) on 12[th] April, 2024.

This is in furtherance of the intimation given by the Company on 12[th] April, 2024, wherein we informed you that the Company had allotted 38,86,010 convertible warrants each to M/s Adventz Finance Private Limited (‘Adventz’), Promoter Group and M/s Samena Green Limited (‘Samena’), Non-Promoter (Public) on 12[th] April, 2024, by way of a preferential allotment on a private placement basis.

We would like to further inform you that the Capital Issue Committee of the Directors of the Company at its Meeting held on 9[th] October, 2025, has allotted the following pursuant to conversion of convertible warrants issued on 12[th] April, 2024 vide preferential issue:

• a.) 38,86,010 (Thirty Eight Lakhs Eighty-Six Thousand Ten) equity shares at a price of Rs. 193/- each to M/s Adventz Finance Private Limited (‘Adventz’), Promoter Group, upon receipt of balance payment of 75% of the consideration of the Warrants i.e. Rs. 56,24,99,947.50/- (Rupees Fifty-Six Crores Twenty-Four Lakhs Ninety Nine Thousand Nine Hundred Forty Seven and Fifty Paise Only).

• b.) 35,11,260 (Thirty Five Lakhs Eleven Thousand Two Hundred Sixty) equity shares at a price of Rs. 193/- each to M/s Samena Green Limited (‘Samena’), Non-Promoter (Public), upon receipt of balance payment of 75% of the consideration of the Warrants i.e. Rs. 50,82,54,885/-

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(Rupees Fifty Crores Eighty Two Lakhs Fifty Four Thousand Eight Hundred Eighty Five Only). Further, 3,74,750 Warrants in respect of which option has not been exercised by Samena would lapse as per SEBI (ICDR), Regulations, 2018.

Pursuant to the above allotment, the issued, subscribed and paid-up capital of the Company shall be as under:

Particulars	Before	Allotment	After Allotment	After Allotment
Equity Share Capital	Number of Shares	Value (face value of Rs. 1/- each) (INR)	Number of Shares	Value (face value of Rs. 1/- each) (INR)
Issued Capital	39,94,67,302	39,94,67,302	40,68,64,572	40,68,64,572
Subscribed and Paid-up Capital	39,94,67,302	39,94,67,302	40,68,64,572	40,68,64,572

The new equity shares so allotted shall rank pari passu with the existing equity shares of the Company in all respects, including the payment of dividend and voting rights.

Pursuant to Regulation 30 and Schedule III of the Listing Regulations, read with the SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 (‘SEBI Disclosure Circular’), the detailed disclosure in respect of the allotment of equity shares pursuant to conversion of warrants is set out below at Annexure-A .

The meeting of Capital Issue Committee commenced at 4:45 PM and concluded at 5:15 PM.

You are requested to take the same on your records.

Thanking you,

Yours faithfully,

For Texmaco Rail & Engineering Limited

SANDEEP Digitally signed by SANDEEP KUMAR KUMAR SULTANIA Date: 2025.10.09 SULTANIA 17:31:23 +05'30' Sandeep Kumar Sultania Company Secretary & Compliance Officer

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Annexure- A

S. No.	Item	Details
1.	Type of securities proposed to be issued (viz. equity shares, convertibles, etc.)	Fully paid-up equity shares upon conversion of share warrants ranking pari passu with the existing equity shares.
2.	Type of issuance (further public offering, rights issue, depository receipts (ADR, GDR), qualified institutions placement, preferential allotment etc.)	Preferential allotment on a private placement basis
3.	Total number of securities proposed to be issued or the total amount of which the securities will be issued (approximately)	73,97,270 equity shares of the Company of face value Rs. 1/- each, pursuant to conversion of 73,97,270 warrants, against receipt of the balance subscription amount @ Rs. 144.75 /- per warrant (i.e. 75% of the issue price), aggregating to Rs. 107,07,54,832.50/-
4.	In case of preferential issue the listed entity shall disclose the following additional details to the stock exchange(s):
a.	Name of the Allotees	M/s Adventz Finance Private Limited (‘Adventz’), Promoter Group and M/s Samena Green Limited (‘Samena’), Non-Promoter (Public)

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b.	Post allotment of securities - outcome of the subscription		Name of the Allottee(s)	Pre-Issue Equity holding	Pre-Issue Equity holding	No. of Shares allotted upon conversion of warrants	Post issue Equity Holding after the exercise of Warrants	Post issue Equity Holding after the exercise of Warrants
				No. of shares	%		No. of shares	%
			Adventz Finance Private Limited	2,77,79,649	6.95	38,86,010	3,16,65,659	7.78
			Samena Green Limited	Nil	Nil	35,11,260	35,11,260	0.86
c.	Issue price/ allotted price (in case of convertibles)		Rs. 193/- per warrant
d.	Number of Allottees		2
e.	In case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument		Conversion of 73,97,270 warrants into 73,97,270 fully paid- up Equity Shares of Rs.1/-each. Remaining, 3,74,750 warrants would lapse on 12thOctober 2025.

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