AI assistant
Texmaco Rail & Engineering Limited — Capital/Financing Update 2025
May 14, 2025
61835_rns_2025-05-14_4bf542d6-490b-4407-a89e-a002c06c182b.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [595 x 95] intentionally omitted <==
14[th] May, 2025
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,
Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 & the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, we are enclosing herewith the draft Monitoring Agency Report(s) for the quarter ended 31[st] March, 2025 issued by the Monitoring Agency, CARE Ratings Limited appointed for qualified institutions placement & preferential issue.
Thanking you,
Yours faithfully,
For Texmaco Rail & Engineering Limited
SANDEEP Digitally signed by SANDEEP KUMAR KUMAR SULTANIA Date: 2025.05.14 SULTANIA 17:51:21 +05'30'
Sandeep Kumar Sultania Company Secretary & Compliance Officer
==> picture [595 x 95] intentionally omitted <==
Draft Report
==> picture [137 x 38] intentionally omitted <==
No. CARE/KRO/GEN/2025-26/1006
The Board of Directors
Texmaco Rail and Engineering Limited
Belgharia Kolkata - 700056
May 12, 2025
Dear Sir,
– Monitoring Agency Report for the quarter ended March 31, 2025 in relation to the Qualified Institutional Placement of Texmaco Rail and Engineering Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Qualified Institutional Placement for the amount aggregating to Rs.750.00 crore of the Company and refer to our duties cast under 173A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended March 31, 2025, as per aforesaid SEBI ICDR Regulations and Monitoring Agency Agreement dated November 06, 2023.
Request you to kindly take the same on records.
Thanking you, Yours faithfully,
==> picture [67 x 33] intentionally omitted <==
Richa Bagaria
Associate Director
CARE Ratings Limited
==> picture [124 x 172] intentionally omitted <==
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
Report of the Monitoring Agency (MA)
Name of the issuer: Texmaco Rail and Engineering Limited For quarter ended: March 31, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil.
- (b) Range of Deviation: Not applicable.
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
==> picture [67 x 33] intentionally omitted <==
Signature: Name of the Authorized Signatory: Richa Bagaria Designation of Authorized person/Signing Authority: Associate Director
CARE Ratings Limited
==> picture [124 x 172] intentionally omitted <==
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
1) Issuer Details:
Name of the issuer : Texmaco Rail and Engineering Limited Name of the promoters : Mr. S.K. Poddar Industry/sector to which it belongs : Industrial Manufacturing – Railway Wagons
2) Issue Details
Issue Period : November 21, 2023 – November 24, 2023 Type of issue : Qualified Institutional Placement of equity shares Type of specified securities : Equity shares IPO Grading, if any : Not applicable Issue size (in Rs. crore) : Rs.750.00 crore*
- The issue and Allotment of 5,80,90,000 Equity Shares each at a price of ₹129.11 per Equity Share, including a premium of ₹128.11 per Equity Share, aggregating
to ₹750.00 crores pursuant to Chapter VI of the SEBI ICDR Regulations and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Source of information / certifications | Comments of | |||
|---|---|---|---|---|
| Comments of the | ||||
| Particulars | Reply | considered by Monitoring Agency for | the Board of | |
| Monitoring Agency | ||||
| preparation of report | Directors | |||
| Whether all utilization is as per the disclosures in the Offer Document? |
Yes, as per CA certificate |
Chartered Accountant certificate*, Placement Document,Bank statement |
Refer Note 1 | |
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
No material deviation is observed |
Chartered Accountant certificate*, Placement Document and Bank Statement |
Nil | |
| Whether the means of finance for the disclosed objects of the issue have changed? |
No | Management confirmation | Nil | |
| Is there any major deviation observed over the earlier monitoringagencyreports? |
No material deviation is observed. |
Monitoring Agency Report dated January 31, 2025 |
Nil | |
| Whether all Government/statutory approvals related to the object(s)have been obtained? |
Not Required | Management confirmation | Nil | |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Not Required | Management confirmation | Nil | |
| CARE Ratings Limited |
| Are there any favorable/unfavorable events affecting the viabilityof these object(s)? |
No | Management confirmation | Nil | |
|---|---|---|---|---|
| Is there any other relevant information that may materially affect the decision making of the investors? |
No | Management confirmation | Nil |
- Chartered Accountant certificate from L. B. Jha and Co. (chartered accountants) dated May 06, 2025.
Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
- b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
4) Details of objects to be monitored:
(i) Cost of objects –
| Source of information / | Original cost (as | Comments of the Board of Directors | Comments of the Board of Directors | |||||
|---|---|---|---|---|---|---|---|---|
| Revised | ||||||||
| Sr. | Item Head | certifications considered | per the Offer | Cost in |
Comments of the | Reason for cost | Proposed | Particulars of firm |
| No | by Monitoring Agency for | Document) in Rs. | Monitoring Agency | arrangements | ||||
preparation of report |
Crore |
Rs. Crore | revision | financing option | made |
|||
| 1 | Funding the capital expenditure requirements of our Company for purchase of new equipment and machinery and certain civil work at our manufacturing facility at Belgharia, Agarpara, Sodepur and Urla |
Chartered Accountant certificate*, Placement Document |
100.00 | Not Applicable |
Amount is specified separately as per Placement Document |
|||
| 2 | Repayment of certain outstanding borrowings availed by the company |
Chartered Accountant certificate*, Placement Document |
251.20 | Not Applicable |
Amount is specified separately as per Placement Document |
|||
| 3 | Working capital requirement | Chartered Accountant certificate*, Placement Document |
250.00 | Not Applicable |
Amount is specified separately as per Placement |
|||
| CARE Ratings Limited |
| Document | ||||||||
|---|---|---|---|---|---|---|---|---|
| 4 | General Corporate Purpose | Chartered Accountant certificate*, Placement Document |
132.05 | Not Applicable |
Amount is specified separately as per Placement Document |
|||
| Total | 733.25 |
- Chartered Accountant certificate from L. B. Jha and Co. (chartered accountants) dated May 06, 2025.
(ii) Progress in the objects –
| Source of information | Amount as |
Comments of the | Comments of the | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount utilised in Rs. Crore | ||||||||||
| / certifications | proposed in | Unutilised | Board | of Directors | ||||||
| Sr. | considered by | the | As at | During | amount | Comments of the | ||||
| I Hd | At the end of | Reasons |
Proposed |
|||||||
| No | tem ea |
Monitoring Agency | Offer | beginning of the | the |
in Rs. | Monitoring Agency | |||
for preparation of |
Document | quarter in |
quarter in |
the Quarter |
crore | for idle |
course of |
|||
report |
in Rs. Crore | Rs. Crore |
Rs. Crore |
in Rs. Crore | funds | action | ||||
| 1 | Funding the capital expenditure requirements of company for purchase of new equipment and machinery and certain civil work at our manufacturing facility at Belgharia, Agarpara, Sodepur and Urla |
Chartered Accountant certificate*, Placement Document and Cash Credit Account statement |
100.00 | 45.76 | 10.98 | 56.74 | 43.26 | The company has spent Rs.10.98 crore towards funding the capital expenditure requirements of company for purchase of new equipment and machinery and certain civil work at our manufacturing facility at Belgharia, Agarpara, Sodepur and Urla in Q4FY25. |
||
| 2 | Repayment of certain outstanding borrowings availed by the company |
Chartered Accountant certificate*, Placement Document. |
251.20 | 251.20 | -- | 251.20 | -- | -- | ||
| CARE Ratings Limited | ||||||||||
| Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803 CIN-L67190MH1993PLC071691 |
| 3 | Working capital requirement |
Chartered Accountant certificate*, Placement Document. |
250.00 | 250.00 | -- | 250.00 | -- | -- | ||
|---|---|---|---|---|---|---|---|---|---|---|
| 4 | General Corporate Purpose |
Chartered Accountant certificate*, Placement Document. |
132.05 | 132.05 | -- | 132.05 | -- | -- | ||
| Total | 733.25 | 679.01 | 10.98 | 689.99 | 43.26 |
- Chartered Accountant certificate from L. B. Jha and Co. (chartered accountants) dated May 06, 2025.
Note 1 :
During Q4FY25 payments were made from Cash Credit Accounts which were subsequently reimbursed from redemption proceeds of Mutual Funds. As per the company management, the funds have been used for Capital Expenditure (Rs.10.98 crore) along with reimbursement of capex (Rs 1.64 crore) incurred in Q3FY25 for which Chartered Accountant certificate and CC account statements have been shared with CARE Ratings Limited. There are numerous other debits and credits in the said CC accounts, and hence we are not directly able to ascertain utilization of funds for the defined objects.
The Board may take note of this.
The following expenses have been undertaken as certified by L. B. Jha and Co. (chartered accountants) in Q4FY25:
| Sl No | Category | Amount Paid(in Rs crore) | Included Items |
|---|---|---|---|
| 1 | Electrical and Maintenance | 0.45 | APFC Panel/RCCB Panel for WeldingMachine/Motor Spares |
| 2 | Material HandlingEquipment | 4.12 | Yard GantryCrane/Forklift/HeavyDutyRackingSystem/Crane Refurbishment/Hydra |
| 3 | Production Equipment | 4.39 | Tower Light/CNC Cutting Machine/Air Plasa Machine/Fixture/Shot Blasting Booth/Painting Booth/ Turn Table/BendingMachines/CNC Milling& Machining |
| 4 | Civil | 1.71 | Construction Cost(New Bay,Water test facility,Pit)/Floor Raising/Galvaume Sheets/Rail Track |
| 5 | Contingency | 0.32 | |
| Total | 10.98 |
==> picture [15 x 20] intentionally omitted <==
CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
==> picture [128 x 172] intentionally omitted <==
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803 CIN-L67190MH1993PLC071691
(iii) Deployment of un-utilized proceeds:
| Sr. | Market Value / NAV as on | |||||
|---|---|---|---|---|---|---|
| f i d f h i id | A Id | |||||
| No. | Type o nstrument an name o te entty nveste | mount nveste | Maturity date | Earning | Return on Investment (%) | the end of quarter |
| in | (Rs. Crore) | (Rs crore) | ||||
| 1 | Mutual Fund- Aditya Birla Sun Life(ABSL)Savings Fund | 43.26 | -- | -- | -- | 43.26 |
^We have not been able to monitor any income earned from the temporary deployment of the issue proceeds. The Company has parked the funds in money market mutual funds.
(iv) Delay in implementation of the object(s):
| Comments of the Board of | Comments of the Board of | ||||
|---|---|---|---|---|---|
| Completion Date | |||||
| Directors | |||||
| Objects | Delay (no. of days/ months) | Proposed | |||
| As per the offer | |||||
| Actual | Reason of delay | course of | |||
| document | |||||
| action | |||||
| Funding the capital expenditure requirements of Company for purchase of new equipment and machinery and certain civil work at manufacturing facility at Belgharia,Agarpara,Sodepur and Urla |
50% in FY23-24 & balance in FY24-25 | Ongoing | Delay in utilizing 50% of the proceeds in FY23-24 by 12 months and ongoing delay in utilizing balance funds for capex in FY24-25. |
||
| Repayment / pre-payment, in full or in part, of certain outstanding borrowings availed by our Company |
100% in FY23-24 | March 31, 2024 | No delay | ||
| Funding working capital requirements of our Company |
100% in FY23-24 | June 30, 2024 | 3 months | ||
| General corporate purposes | 100% in FY23-24 | September 30, 2024 | 6 months |
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| 5) Details of utilization ofproceeds stated as General Corporate Purpose(GCP) amount in the offer document: | 5) Details of utilization ofproceeds stated as General Corporate Purpose(GCP) amount in the offer document: | 5) Details of utilization ofproceeds stated as General Corporate Purpose(GCP) amount in the offer document: | 5) Details of utilization ofproceeds stated as General Corporate Purpose(GCP) amount in the offer document: | Comments of the Board of Directors |
|
|---|---|---|---|---|---|
| S | Source of information / certifications considered by Monitorin Aenc |
Ct f Miti | Comments of the | ||
| Amount in | |||||
| r. No |
Item Head | Rs. Crore | g gy forpreparation of report |
ommens o onorng Agency |
Board of Directors |
| Utilization ofproceeds stated as General Corporate Purpose had been completed inQ2FY25 | |||||
| CARE Ratings Limited Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in CIN-L67190MH1993PLC071691 |
^Section from the offer document related to GCP:
==> picture [403 x 213] intentionally omitted <==
==> picture [15 x 20] intentionally omitted <==
CARE Ratings Limited
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803 CIN-L67190MH1993PLC071691
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
==> picture [128 x 172] intentionally omitted <==
Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
==> picture [21 x 29] intentionally omitted <==
CARE Ratings Limited
==> picture [124 x 163] intentionally omitted <==
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [137 x 38] intentionally omitted <==
Draft Report
No. CARE/KRO/GEN/2025-26/1007
The Board of Directors Texmaco Rail & Engineering Limited
Belgharia Kolkata - 700056
May 12, 2025
Dear Sir/Ma’am,
Monitoring Agency Report for the quarter ended March 31, 2025 - in relation to the Preferential issue of Texmaco Rail & Engineering Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Preferential Issue for the amount aggregating to Rs. 150.00 crore of the Company and refer to our duties cast under regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended March 31, 2025, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated May 17, 2024.
Request you to kindly take the same on records.
Thanking you,
Yours faithfully,
==> picture [68 x 33] intentionally omitted <==
Richa Bagaria
Associate Director
CARE Ratings Limited
==> picture [124 x 169] intentionally omitted <==
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 4th Floor, Godrej Coliseum, Somaiya Hospital 15 Park Street, Kolkata – 700016 Road, Off Eastern Express Highway, Sion (East), Phone: +91-33-4018 1600/2283 1803 Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
Report of the Monitoring Agency
Name of the issuer: Texmaco Rail and Engineering Limited For quarter ended: March 31, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil.
- (b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
==> picture [67 x 33] intentionally omitted <==
Signature: Name and designation of the Authorized Signatory: Richa Bagaria Designation of Authorized person/Signing Authority: Associate Director
CARE Ratings Limited
==> picture [124 x 172] intentionally omitted <==
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 4th Floor, Godrej Coliseum, Somaiya Hospital 15 Park Street, Kolkata – 700016 Road, Off Eastern Express Highway, Sion (East), Phone: +91-33-4018 1600/2283 1803 Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
1) Issuer Details:
Name of the issuer : Texmaco Rail & Engineering Ltd Name of the promoter : Mr. S.K. Poddar Industry/sector to which it belongs : Industrial Manufacturing – Railway Wagons
2) Issue Details
Issue Period : Within 18 months from date of allotment of warrants (April 12, 2024) Type of issue : Preferential issue Type of specified securities : Convertible warrants IPO Grading, if any : NA Issue size (in crore) : Rs. 150.00 crore
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Particulars | Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? | Yes | Chartered Accountant certificate* Placement Document and Bank Statement |
Refer Note 1 | ||
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
Not Applicable | Chartered Accountant certificate*, Placement Document and Bank Statement |
Nil | ||
| Whether the means of finance for the disclosed objects of the issue have changed? |
No | Management confirmation | Nil | ||
| Is there any major deviation observed over the earlier monitoring agencyreports? |
No material deviation is observed | Monitoring Agency Report dated January 31,2025 |
Nil | ||
| Whether all Government/statutory approvals related to the object(s) have been obtained? |
Not Required | Management confirmation | Nil | ||
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Not Required | Placement Document, Management confirmation |
Nil | ||
| Are there any favorable/unfavorable events affecting the viability of these object(s)? |
Yes | Bombay Stock Exchange Website, Placement Document |
In case warrants lapse and the companyis not able to find |
||
| CARE Ratings Limited |
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| alternate fund souring for capex, the same may ultimately affect the viabilityof the object(s). |
||||
| Is there any other relevant information that may materially affect the decision making of the investors? |
Yes | Bombay Stock Exchange Website, Placement Document |
Share price lower than warrant exercise price may lead to the subscribers letting the warrants to lapse. |
*Chartered Accountant certificate from L.B. Jha and Co. (chartered accountants) dated May 06, 2025
Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
4) Details of objects to be monitored:
(i) Cost of objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore |
Comments of the monitoring agency |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|
| Reason for cost revision |
Proposed financing option |
Particulars of - firm arrangements made |
||||||
| 1 | Capital expenditure for expansion of capacity by adding new manufacturing facilities for Rolling Stock and Rolling Stock components (including castings), at Paradip, Odisha, & Kolkata/Howrah, West Bengal. |
Chartered Accountant certificate* and placement document |
115.00 | Not Applicable | Amount is specified separately as per Placement Document |
|||
| 2 | Other general corporate purposes and purposes permitted by applicable laws. |
Chartered Accountant certificate* and placement document |
35.00 | Not Applicable | Amount is specified separately as per Placement Document |
|||
| CARE Ratings Limited |
Total 150.00 NA
*Chartered Accountant certificate from L.B. Jha and Co. (chartered accountants) dated May 06, 2025
(ii) Progress in the objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Total | Comments of the Board of Directors |
Comments of the Board of Directors |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| unutilised | Comments of the | ||||||||||
| Amount as | Amount | Amount utilised in | s. Crore | amount in | Monitoring Agency | ||||||
| proposed in the Offer Document in Rs. Crore |
raised till March 31, 2025, in Rs. Crore |
Rs. crore | |||||||||
| As at beginning of the quarter in Rs. Crore |
During the quarter in Rs. Crore |
At the end of the quarter in Rs. Crore |
Reasons for idle funds |
Proposed course of action |
|||||||
| 1 | Capital expenditure for expansion of capacity by adding new manufacturing facilities for Rolling Stock and Rolling Stock components (including castings), at Paradip, Odisha, & Kolkata/ Howrah, West Bengal. |
Chartered Accountant certificate**, placement document and Cash Credit Account Statement |
115.00 | 37.50 | 2.84 | 1.50 | 4.34 | 33.16 | Company has incurred Rs 1.50 crore towards Capital expenditure for expansion of capacity by adding new manufacturing facilities for Rolling Stock and Rolling Stock components (including castings), at Paradip, Odisha, & Kolkata/ Howrah, West Bengal in Q4FY25 |
||
| 2 | Other general corporate purposes and purposes permitted by applicable laws. |
Chartered Accountant certificate** and placement document |
35.00 | - | - | - | No amount has been utilized during the quarter |
||||
| Total | 150.00 | 37.50* | 2.84 | 1.50 | 4.34 | 33.16 |
* The Company has received Rs. 37.50 crore i.e., 25% of the Warrant Issue Price (Rs.193/-per Warrant) at the time of subscription and allotment of Warrant and the balance consideration i.e. 75% shall be paid prior to allotment of Equity Shares pursuant to exercise of options against each such Warrants by the Warrant holders.
==> picture [128 x 172] intentionally omitted <==
**Chartered Accountant certificate from L.B. Jha and Co. (chartered accountants) dated May 06, 2025
==> picture [15 x 21] intentionally omitted <==
CARE Ratings Limited
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
Note 1 : During Q4FY25 payments were made from Cash Credit Accounts which were subsequently reimbursed from redemption proceeds of Mutual Funds. As per the company management, the funds have been used for Capital Expenditure (Rs.1.50 crore) for which Chartered Accountant certificate and CC account statements have been shared with CARE Ratings Limited. There are numerous other debits and credits in the said CC accounts, and hence we are not directly able to ascertain utilization of funds for the defined objects. The Board may take note of this.
The following expenses have been undertaken as certified by L. B. Jha and Co. (chartered accountants):
| Sr No | Particulars | Amount Paid(Rs crore) |
|---|---|---|
| 1 | SalaryCapitalized | 0.29 |
| 2 | Fees for TEV Report | 0.04 |
| 3 | Lease Rentals Capitalized | 1.13 |
| 4 | Medical Expenses Capitalized | 0.04 |
| Total | 1.50 |
( iii) Deployment of unutilized proceeds^:
| Sr. No. |
Type of instrument and name of the entity invested in | Amount invested (Rs crore) |
Maturity date | Earning | Return on Investment (%) |
Market Value as at the end of quarter (Rs crore) |
|---|---|---|---|---|---|---|
| 1 | Mutual Fund- Aditya Birla Sun Life(ABSL)Savings Fund | 33.16 | - | - | - | 33.16 |
^We have not been able to monitor any income earned from the temporary deployment of the issue proceeds.
The Company has parked the funds in money market mutual funds.
(iv) Delay in implementation of the object(s) –
| Completion Date | Delay (no. | Comments of |
the Board of Directors | ||
|---|---|---|---|---|---|
| Objects | of days/ | Proposed course of | |||
| As per the offer document | Actual | Reason of delay | |||
| months) | action | ||||
| Capital expenditure for expansion of capacity by adding new manufacturing facilities for Rolling Stock and Rolling Stock components (including castings) at Paradip, Odisha, & Kolkata/Howrah,West Bengal. |
Proceeds from the preferential issue to be utilized within 24 months from the date of receipt of respective amount. (i.e. 24 months from 10 and 12 April 2024) |
On schedule |
- | ||
| Other general corporate purposes and purposes permitted by applicable laws. | |||||
| CARE Ratings Limited |
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| Amount | Source of information / certifications considered | ||||
| Sr. No | Item Head^ | Comments of Monitoring Agency | Comments of the Board of Directors | ||
| in Rs. Crore | by Monitoring Agency for preparation of report | ||||
| The amount has not yet been utilized. |
^ Section from the offer document related to GCP:
==> picture [197 x 150] intentionally omitted <==
==> picture [14 x 21] intentionally omitted <==
CARE Ratings Limited
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 15 Park Street, Kolkata – 700016 Phone: +91-33-4018 1600/2283 1803
CIN-L67190MH1993PLC071691
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in
==> picture [128 x 172] intentionally omitted <==
Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
==> picture [19 x 27] intentionally omitted <==
==> picture [124 x 173] intentionally omitted <==
CARE Ratings Limited
Unit No. A/7/4, 7th Floor Block A, Apeejay House, 4th Floor, Godrej Coliseum, Somaiya Hospital 15 Park Street, Kolkata – 700016 Road, Off Eastern Express Highway, Sion (East), Phone: +91-33-4018 1600/2283 1803 Mumbai - 400 022
Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691