Texmaco Rail & Engineering Limited — Major Shareholding Notification 2021

Feb 25, 2021

SAROJ KUMAR PODDAR HONGKONG HOUSE 31 B.B.D BAGH(S) KOLKATA 700001

Dated: 25th February 2021

The Company Secretary Texmaco Rail & Engineering Limited Belgharia, Kolkata - 700056

National Stock Exchange of India Limited

Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Bandra (E) Mumbai - 400 051

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001

Dear Sir,

Sub: Disclosure under regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

I, in the individual capacity, have been allotted 1,61,29,031 equity shares of Texmaco Rail & Engineering Limited on 23[rd] February, 2021 (intimated by the Company on 24[th] February, 2021) on preferential basis against conversion of loan into equity shares, availed by Texmaco Rail & Engineering Limited from me.

Please find enclosed the disclosure as required under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011. My total holding in your company including the above shares stands at 2,01,86,771 (Includes 10,710 shares held as Karta of Saroj & Co. HUF and 29,50,000 shares held as Trustee of Saroj and Jyoti Poddar Holdings Private Trust) i.e. 8.06% of the total paid up Share Capital of Texmaco Rail and Engineering Limited.

Thanking you, Yours faithfully

==> picture [101 x 22] intentionally omitted <==

Saroj Kumar Poddar

Encl : as above

PHONE: OFFICE: (91-33) 2248-8891-2 RES. 2287-9618-9, 2287-8915 FAX: 2243-7215

FORMAT FOR DISCLOSURES UNDER REGULATION 29(2) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

1. Name of the Target Company (TC)	1. Name of the Target Company (TC)	TEXMACO RAIL & ENGINEERING LIMITED	TEXMACO RAIL & ENGINEERING LIMITED	TEXMACO RAIL & ENGINEERING LIMITED
2. Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer		ACQUIRER – SAROJ KUMAR PODDAR PAC - AS PER ANNEXURE A
3. Whether the acquirer belongs to Promoter/Promoter group		YES
4. Name(s) of the Stock Exchange(s) where the shares of TC are Listed		1. BSE LIMITED 2. NATIONAL STOCK EXCHANGE OF INDIA LTD
5. Details of the acquisition / follows	~~disposal~~as	Number	% w.r.t. total share/voting capital wherever applicable(*)	% w.r.t. total diluted share/voting capital of the TC ()**
Before the acquisition~~/sale~~under consideration, holding of : a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien / non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by equity shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category)		4147020** - - -	1.85 - - -	1.85 - - -
e) Total (a+b+c+d)		4147020**	1.85	1.85
Details of acquisition~~/sale~~ a) Shares carrying voting rights acquired~~/sold~~ b) VRs acquired/sold otherwise than by shares c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold d) Shares encumbered / invoked / released		16129031 - - -	6.44 - - -	6.44 - - -

by the acquirer	by the acquirer	by the acquirer	by the acquirer
e) Total (a+b+c+d)				16129031	6.44	6.44
After the acquisition~~/sale~~, holding of: a) Shares carrying voting rights b) Shares encumbered with the acquirer c) VRs otherwise than by shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition				20186771** - - -	8.06 - - -	8.06 - - -
e)	Total (a+b+c+d)			20186771**	8.06	8.06
6.	Mode of acquisition/~~sale~~ (e.g. ~~open~~ ~~market~~/~~off-market~~/~~public issue~~/~~rights~~ ~~issue~~/ preferential allotment /~~inter-se~~ ~~transfer etc.~~)			Preferential allotment on conversion of loan into equity shares
7.	Date of date of shares,	~~acquisition~~/~~sale of shares / VR or~~ receipt of intimation of allotment of ~~whichever is applicable~~		24/02/2021 (Received intimation on 24th February, 2021)
8.	Equity share capital / total voting capital of the TC before the said acquisition~~/sale~~			22,48,59,382 Equity Shares of Re 1/- each fully paid up
9.	Equity share capital/ total voting capital of the TC after the said acquisition~~/sale~~			25,03,43,252 Equity Shares of Re 1/- each fully paid up
10.	Total diluted share/voting capital of the TC after the said acquisition/~~sale~~			25,03,43,252 Equity Shares of Re 1/- each fully paid up

** Includes 10,710 shares held as Karta of Saroj & Co. HUF (PAN: AAGHS1464L) and 29,50,000 shares held as Trustee of Saroj and Jyoti Poddar Holdings Private Trust (PAN: AAPTS1984C)

Note:

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the Listing Agreement.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

==> picture [97 x 21] intentionally omitted <==

Saroj Kumar Poddar Signature of the acquirer Place: KOLKATA Date: 25/02/2021

ANNEXURE A

Forming part of Disclosure under Regulation 29(2) dated 25/02/2021 by Saroj Kumar Poddar

Sl. No.	Names of Person Actingin Concert(PAC)
1	AASHTI AGARWALA
2	ADVENTZ FINANCE PRIVATE LIMITED
3	ABHISHEK HOLDINGS PRIVATE LIMITED
4	ADVENTZ INVESTMENT COMPANY PRIVATE LIMITED
5	ADVENTZ SECURITIES ENTERPRISES LIMITED
6	AKSHAY PODDAR
7	ANISHA AGARWALA
8	DUKE COMMERCE LIMITED
9	EUREKA TRADERS PRIVATE LIMITED
10	GREENLAND TRADING PRIVATE LIMITED
11	INDRAKSHI TRADING COMPANY PRIVATE LIMITED
12	JEEWAN JYOTI MEDICAL SOCIETY
13	JYOTSNA PODDAR
14	MASTER EXCHANGE & FINANCE LIMITED
15	NEW EROS TRADECOM LIMITED
16	PREMIUM EXCHANGE AND FINANCE LIMITED
17	PUJA PODDAR
18	SAROJ KUMAR PODDAR(AS KARTA OF SAROJ & CO. HUF)
19	SAROJ KUMAR PODDAR(AS TRUSTEE OF SAROJ AND JYOTI PODDAR
	HOLDINGS PRIVATE TRUST)
20	SHRADHA AGARWALA
21	TEXMACO INFRASTRUCTURE & HOLDINGS LIMITED
22	ZUARI GLOBAL LIMITED
23	ZUARI INVESTMENTS LIMITED

==> picture [106 x 21] intentionally omitted <==

(SAROJ KUMAR PODDAR)

Place: Kolkata Date: 25/02/2021