Texmaco Rail & Engineering Limited — Proxy Solicitation & Information Statement 2023

May 29, 2023

Texmaco Rail & Engineering Ltd. Belgharia Works c I N 129261 WB 1 998PLC0B7 404

29thMay,2023

Nationql Stock Exchange of India Ltd. Exchange Plaza, C-L, BlockG, 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 Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Postal Ballot Notice dated 12fr May, 2023 ('Notice') seeking approval of the Members of the Company through postal ballot by electronic means only ('remote e-voting') in relation to the business as set out in the Notice.

The Notice is being sent through electronic mode to all the Members whose names appear in the Register of Members / list of beneficial owners as received from National Securities Deposiiory Limited / Central Depository Services (India) Limited as on Friday, lbth May, 2023 i.e. the cut-off date fixed for the purpose of Casting of votes by the Members.

In accordance with the provisions of the Companies Act, 2013 read with the relevant circulars issued by the Ministry of Corporate Affairs, the Notice is being sent through email only and accordingly, approval of the Members is being sought through remote e-voting. The Company has availed the services of M/s. KFin Technologies Limited (formerly KFin Technologies Private Limited), who is also the Registrar & Share Transfer Agent of the Company, for providing remote e-voting facility to the Members for exercising postal ballot. The remote e-voting period will commence at 9:00 a.m. on Tuesday, 30th May, 2023 and shall end at 5:00 p.m. on Wednesday, 28th June, 2023. The said e-voting facility will be disabled thereafter.

Upon completion of the scrutiny of the votes cast through remote e-voting, the results of the postal ballot will be announced on or before Friday,30th June, 2023.

The Notice is also made available on the website of the Company at www.texmaco.i4.

This is for your information and record.

Thanking you,

Yours faithfully, For Texmaco Rail & Engineering Limited

K. K. Rajgaria Company Secretary & Compliance Officer urlrata / 5 l,f

TEXMACO RAIL & ENGINEERING LIMITED

CIN: L29261WB1998PLC087404 Registered Office: Belgharia, Kolkata - 700056 Phone No.: (033) 2569 1500; Fax No.: (033) 2541 2448; Website: www.texmaco.in, Email: texrail_cs@texmaco.in

POSTAL BALLOT NOTICE

NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 READ WITH RULES 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

Notice ('Notice') is hereby given pursuant to Section 110 of the Companies Act, 2013 ('Act') and other applicable provisions, if any, of the Act read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014, General Circular No. 11/2022 issued by the Ministry of Corporate Affairs read with other circulars issued for this purpose from time to time ('MCA Circulars'), all other applicable rules framed under the Act, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), and the Secretarial Standards issued by the Institute of Company Secretaries of India and other applicable laws, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted hereinafter, to the Members of Texmaco Rail & Engineering Limited ('Company'), to consider and if thought fit to pass the Resolutions as set out below which are proposed to be passed through postal ballot by electronic means only ('remote e-voting').

The proposed Resolutions along with the explanatory statement pursuant to Section 102 of the Act and other applicable laws, setting out the material facts and the reasons thereof, are appended to this Notice. Only Members of the Company as on Friday, 19th May, 2023 (i.e., the cut-off date) are entitled to vote on the proposed Resolutions, and any other person who is not a Member of the Company as of the cut-off date shall treat this Notice for information purpose only.

In compliance with the MCA Circulars, the Company is sending the Notice only in electronic form. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the Company is providing the remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The Members can vote on Resolutions only through remote e-voting facility. Assent or dissent of the Members on the Resolutions mentioned in the Notice would be taken only through the remote e-voting.

The Company has availed the services of M/s. KFin Technologies Limited (formerly KFin Technologies Private Limited), who is also the Registrar & Share Transfer Agent of the Company, for providing remote e-voting facility for exercising postal ballot.

The Board of Directors of the Company has appointed Ms. Geeta Roy Chowdhury, Practicing Company Secretary (Membership No. F7040) as the Scrutinizer, who consented to act as such, to conduct the process of the postal ballot by electronic means, in a fair and transparent manner.

The remote e-voting period commence at 9:00 a.m. on Tuesday, 30th May, 2023 and ends at 5:00 p.m. on Wednesday, 28th June, 2023.

The Resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting, i.e., Wednesday, 28th June, 2023.

You are requested to peruse the proposed Resolutions along with the explanatory statement and thereafter record your assent or dissent by means of remote e-voting facility, as provided by the Company.

SPECIAL BUSINESS:

Item No. 1: Approval to transfer, assign, restructure or convey the whole or substantially the whole of Rail EPC business comprising of Kalindee Rail and Bright Power units by way of slump sale.

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED that pursuant to the provisions of the Companies Act, 2013 and the rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, and subject to such other permissions, consents and approvals, if any, required from any third party including without limitation from relevant government authorities and the Company's lenders, and in each case, subject to such conditions as may be prescribed by them, and any other conditions which may be necessary or desirable in the opinion of the Board of Directors of the Company (hereinafter referred to as the 'Board', which expression shall include any Committee of the Board), approval of the Members of the Company be and is hereby accorded to the Board to transfer, assign, restructure or convey the whole or substantially the whole of Rail EPC Business comprising of Kalindee Rail and Bright Power units, i.e., two business undertakings of the Company (along with its employees, customers, suppliers and other partner relationships, including verbal agreements and formal contracts, causes of actions and any or all tangible and intangible assets, properties, liabilities, licenses, permits, consents, approvals) by way of slump sale as defined under Section 2(42C) of the Income-tax Act, 1961 as a 'going concern', to two separate wholly owned subsidiaries of the Company (namely, Texmaco Rail Electrification Limited and Belgharia Engineering Udyog Private Limited), in such manner, subject to such terms and conditions and for a lumpsum consideration to be decided by the Board, in its sole discretion."

"FURTHER RESOLVED that the Board be and is hereby authorized to negotiate, finalize the price or other consideration, decide mode, time and manner for the transfer of the Rail EPC Business comprising of Kalindee Rail and Bright Power units, i.e., two business undertakings of the Company (including ascertaining the assets and liabilities to be transferred on a consolidated or individual basis, to engage/appoint advisor(s), or consultant(s), to assist in connection with the transactions contemplated herein, finalize and execute necessary business transfer agreements, deeds, undertakings, papers, underwritings, transaction documents, schemes, deed of conveyance, deeds of assignment and such other document as may be necessary or expedient in their discretion) and also to authorize and/ or delegate all or any of the above powers, or as otherwise considered by the Board to be in the best interest of the Company and settle all questions or difficulties that may arise in this regard and to do and perform or cause to be done all such acts, deeds, matters and things deemed necessary or incidental to the matters referred above without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this Resolution."

Item No. 2: Re-appointment of Mr. Utsav Parekh (DIN: 00027642) as an Independent Director of the Company.

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED that pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ('Act') and the Rules framed thereunder, and the applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Utsav Parekh (DIN: 00027642), who being eligible and fulfilling the criteria of independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby re-appointed as an Independent Director of the Company for a period of 5 (five) years with effect from 4th September, 2023."

Belgharia,	By the order of the Board
Kolkata - 700056	K. K. Rajgaria
Dated: 12th May, 2023	Company Secretary

NOTES AND INSTRUCTIONS:

The Ministry of Corporate Affairs ('MCA') vide General Circular No. 11/2022 read with other circulars issued for this purpose from time to time ('MCA Circulars') has permitted the companies to transact items through postal ballot in accordance with the framework provided therein, in compliance with the applicable provisions of the Companies Act, 2013 ('Act') & the Rules framed thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

• 1. The Explanatory Statement pursuant to Section 102 of the Act & Rules framed thereunder in respect of the business as set out in the Notice is annexed hereto.
• 1. (i) The Board of Directors of the Company has appointed Ms. Geeta Roy Chowdhury, Practicing Company Secretary as the scrutinizer to conduct the process of the postal ballot, by electronic means, in a fair and transparent manner.
  • (ii) The Company has availed the services of M/s. KFin Technologies Limited ('KFin'), who is also the Registrar & Share Transfer Agent ('RTA') of the Company, for providing remote e-voting facility for exercising postal ballot through electronic means only.
• 1. The Notice is being sent through email only and accordingly, the approval of the Members is being sought through remote e-voting. The Physical copies of the Notice along with Postal Ballot form and postage prepaid self-addressed business reply envelope are not being sent to the Members.
• 1. The Notice is being sent to/published/ displayed for all the Members whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited ('NSDL')/ Central Depository Services (India) Limited ('CDSL') as on Friday, 19th May, 2023, in accordance with the provisions of the Act, read with the Rules framed thereunder and the framework provided under the MCA Circulars. The Notice will also be available on the website of the Company at www.texmaco.in and the Stock Exchanges, where the equity shares of the Company are listed i.e., BSE Limited (www.bseindia.com) & the National Stock Exchange of India Ltd. (www.nseindia.com) and KFin at https://evoting.kfintech.com/public/Downloads.aspx. The Company has also made arrangements for the shareholders, who have not yet registered their email addresses to get the same registered by following the procedure as prescribed in the Notice.
• 1. The procedure for registering/updating the email address for those shareholders, who have not yet registered/ updated the same, is mentioned below:
  • a. Those shareholders who are holding shares in physical form and have not yet registered / updated their email address / mobile no. with the RTA / Company, are requested to visit the portal provided by the RTA at https://ris.kfintech.com/clientservices/mobilereg/ mobileemailreg.aspx to register / update their email address / mobile no.
  • b. Alternatively, shareholders may send a scanned copy of request letter providing their email address and mobile no., duly signed by the shareholder (first shareholder in case of joint shareholding) along with cancelled cheque leaf & self-attested copy of PAN card at einward.ris@kfintech.com .
  • c. Those shareholders who are holding shares in dematerialised form and have not registered/ updated their email address / mobile no. with their Depository Participant(s), are requested to register/ update their email address / mobile no. with the relevant Depository Participant(s).

The Company has also made arrangements to publish notice in newspapers namely, Financial Express and Aajkaal informing the shareholders the aforesaid procedure to register their email address with the Depository Participant(s)/ RTA/ the Company.

• 1. Corporate/Institutional Shareholders (i.e. other than Individuals, HUF, NRI, etc.) are required to send a certified copy of Board Resolution, Authority letter (PDF/JPG) etc., authorising their representative(s) to vote, to the Scrutinizer through e-mail at geetaroychowdhury@gmail.com with a copy marked to einward.ris@kfintech.com.
• 1. Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members as on Friday, 19th May, 2023 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories i.e. NSDL & CDSL as on the cut-off date will be entitled to cast their votes by remote e-voting.
• 1. A Member cannot exercise his vote by proxy on postal ballot. All Members are requested to cast their votes only through remote e-voting as per the procedure provided herein.

1. The Resolution passed by the Members through postal ballot shall be deemed to have been passed as if they have been passed at a duly convened general meeting of the Members.

10. Remote e-voting

a. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the Company is providing the remote e-voting facility to its Members, to enable them to cast their votes on the Resolution proposed to be passed through Postal Ballot by way of electronic means.

E-voting Procedure for:

NSDL CDSL A. NSDL IDeAS facility 1. Shareholders who are already registered for IDeAS facility, may follow the procedure as mentioned below: (i) Visit the website of NSDL athttps://eservices.nsdl.com. (ii) Click on the "Beneficial Owner" icon under 'IDeAS' section. (iii) On the new page, enter your user ID and Password. (iv) Post successful authentication, click on "Access to e-Voting". (v) Click on Company name ("Texmaco Rail & Engineering Limited") or e-voting service provider name (i.e. KFin) and you will be re-directed to KFin website for casting the vote during the remote e-voting period. A. CDSL Easi / Easiest facility 1. Shareholders who are already registered for Easi / Easiest facility, may follow the procedure as mentioned below: (i) Visit the website of CDSL at www.cdslindia.com . (ii) Navigate to "Login" option and click on "New System Myeasi". Alternatively, shareholders may visit at https://web.cdslindia.com/myeasinew/home/login (iii) Login with user ID and password. (iv) Shareholders will reach the e-voting page without any further authentication. (v) Click on e-voting service provider name (i.e. KFin) for casting the vote during the remote e-voting period. 2. Shareholders who are not registered for the IDeAS facility, may follow the procedure as mentioned below: (i) Visit the website of NSDL at: https://eservices.nsdl.com (ii) Select "Register Online for IDeAS" (iii) Proceed with completing the required fields. (iv) Post registration follow the steps as stated in point no. 1 for casting the vote during the remote e-voting period. 2. Shareholders who are not registered for the Easi/Easiest facility, may follow the procedure as mentioned below: (i) To register for Easi facility visit: https://web.cdslindia.com/myeasinew/Registration/ EasiRegistration Alternatively, to register for Easiest facility visit: https://web.cdslindia.com/myeasinew/Registration/ EasiestRegistration (ii) Proceed with completing the required fields. (iii)Post registration follow the steps as stated in point no. 1 for casting the vote during the remote e-voting period.

b. The instructions for remote e-voting are as under:

Access to Depositories e-voting system in case of individual shareholders holding shares in demat mode

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020 on "e-voting facility provided by Listed entities", Individual shareholders holding shares in demat mode are allowed to vote through their demat accounts / websites of depositories / depository participants. Shareholders are advised to update their mobile number and email addresses in their demat accounts with their respective depository participants in order to access the e-voting facility.

NSDL	CDSL
B.Alternatively, the Shareholders may vote through thee-voting website of NSDL by following the procedureas mentioned below:		as mentioned below:

• (i) Visit the e-voting website of NSDL at: https://www. evoting.nsdl.com/
• (ii) Click on the icon "Login" available under 'Shareholder / Member' section.
• (iii) Enter User ID (i.e. sixteen digit demat account number held with NSDL), select Password/OTP and enter the Verification Code as shown on the screen.
• (iv) Post successful authentication, you will be redirected to the page wherein you can see the e-voting page.
• (v) Click on Company name ("Texmaco Rail & Engineering Limited") or e-voting service provider name (i.e. KFin) and you will be re-directed to KFin website for casting the vote during the remote e-voting period.

Access of e-voting to Individual Shareholders holding shares in demat mode through their depository participants:

Shareholders can also login using the login credentials of their demat account number through the relevant Depository Participant registered with NSDL/CDSL for e-voting facility. Once logged in, Shareholders will be able to see e-voting option. Click on e-voting option and it will redirect to NSDL / CDSL Depository website after successful authentication.

Click on Company name ('Texmaco Rail & Engineering Limited') or e-voting service provider name ('KFin') and the shareholder will be redirected to e-voting service provider website for casting their vote during the remote e-voting period.

Important Note:

Members who are unable to retrieve User ID / Password are advised to use Forget User ID / Forget Password option available at websites of NSDL and CDSL.

Members facing any technical issue can contact NSDL / CDSL on the following details:

NSDL	CDSL
evoting@nsdl.co.in or call	helpdesk.evoting@cdslindia.
at toll free no.: 1800 1020	comorcontactat022-
990 and 1800 224 430	23058738 or 22-23058542-43.

• B. Alternatively, the Shareholders may vote through the e-voting website of CDSL by following the procedure
  • (i) Visit the website of CDSL at:https://www.cdslindia.com
  • (ii) Navigate to e-voting section.
  • (iii) Provide sixteen digit demat account number and PAN.
  • (iv) The Shareholder will receive OTP on his registered Mobile No. & Email address as recorded in the demat account.
  • (v) Post successful authentication, Shareholder will be provided link for e-voting service provider (i.e. KFin) for casting their vote during the remote e-voting period.

Access to KFin e-voting system in case of individual shareholders holding shares in physical mode and nonindividual shareholders holding shares in demat mode:

• i. Open your web browser during the remote e-voting period and navigate tohttps://evoting.kfintech.com

• ii. Enter the login credentials (i.e. user ID and password mentioned in the email sent to those Shareholders, who have registered their email addresses). Your Folio No. / DP ID Client ID will be your user ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your vote.

• iii. Enter User ID and password as initial password / PIN in the window opened in step i. above. Click Login.

• iv. You will reach the Password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0- 9) and a special character (@, #, $, etc.). The system will prompt you to change your password and update any contact details like mobile, e-mail address, etc., on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, system will prompt you to select the 'EVENT', i.e., Texmaco Rail & Engineering Limited.

• vii. On the voting page, the Resolution description along with the number of equity shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/ dissenting to the Resolution, enter all shares and click 'FOR'/ 'AGAINST' as the case may be or partially in 'FOR' and partially in 'AGAINST', but the total number in 'FOR' and/or 'AGAINST' taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option 'ABSTAIN' and the shares held will not be counted under either head.

• viii. Cast your vote by selecting an appropriate option and click on 'SUBMIT'.

A confirmation box will be displayed. If you wish to confirm your vote, click 'OK' else 'CANCEL' and accordingly modify your vote. Once confirmed, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times until you have confirmed your votes on the Resolution.

• ix. Any person who becomes a Member of the Company after the dispatch of the Notice and holds Equity Shares as on the cut-off date i.e., Friday, 19th May, 2023 may approach KFin for issuance of the User ID and Password for exercising their right to vote by electronic means by the following procedure:

• a) If the mobile number of the Member is registered against Folio No. / DP ID Client ID, the Member may send SMS: MYEPWDE-voting Event number + Folio No. or DP ID Client ID to 9212993399.

• Example for NSDL: MYEPWDIN12345612345678

• Example for CDSL: MYEPWD1402345612345678

• Example for Physical: Event No. XXXXMYEPWDXXXX1234567

• b) If the email address or mobile number of the Member is registered against Folio No. / DP ID Client ID, then on the home page of https:// evoting.kfintech.com, the Member may click 'FORGOT PASSWORD' and enter Folio No. or DP ID, Client ID and PAN to generate a password.

• c) Member may call KFin helpdesk at the toll free number 1800 309 4001.

• d) Member may send an email request to einward. ris@kfintech.com .

• 1. The remote e-voting period commences at 9:00 a.m. on Tuesday, 30th May, 2023 and ends at 5:00 p.m. on Wednesday, 28th June, 2023. During this period, Members holding equity shares of the Company either in physical form or in dematerialised form, as on the cut-off date, i.e., Friday, 19th May, 2023 may cast their vote electronically.

The e-voting module shall be blocked for voting thereafter. Once, the vote on a Resolution is cast by the Member, such Member shall not be allowed to change it subsequently.

• 1. All material and relevant documents referred to in the explanatory statement of this Notice are available for inspection through electronic mode only for the Members of the Company until the last date for exercising their votes through remote e-voting i.e., Wednesday, 28th June, 2023. Members seeking inspection of such documents are requested to send an email at evoting\_texrail@texmaco.in. Any query in relation to the Resolution proposed to be passed by postal ballot may be addressed to the Company Secretary of the Company at texrail\_cs@texmaco.in.
• 1. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting User Manual for Shareholders available at the download section of https://evoting.kfintech.com/public/ Faq.aspx or contact KFin helpdesk at Toll free No. 1800 309 4001 or any grievance may be addressed to KFin at einward. ris@kfintech.com or may be addressed to the Company at the e-mail ID evoting\_texrail@texmaco.in.
• 1. Upon completion of the scrutiny of the votes cast through remote e-voting in a fair and transparent manner, the Scrutinizer will submit its report to the Chairman of the Company, or any person duly authorised by him. The Chairman or any Director or any other person authorised by the Chairman shall declare the results of the postal ballot as per the statutory timelines. The results of the postal ballot will be announced on or before Friday, 30th June, 2023. The results along with the Scrutinizer's report will also be posted on the websites of the Company i.e., www.texmaco.in, KFin i.e., https://evoting.kfintech.com, and Stock Exchanges i.e., www.bseindia.com and www.nseindia.com. The Company will also display the results at its registered office. The Resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting i.e., Wednesday, 28th June, 2023.
• 1. Shareholders who are not the Members of the Company as on the cut-off date shall treat this Notice for information purpose only.

EXPLANATORY STATEMENT

Pursuant to the provisions of Section 102 of the Companies Act, 2013 & Rules framed thereunder

Item No. 1: Approval to transfer, assign, restructure or convey the whole or substantially the whole of Rail EPC business comprising of Kalindee Rail and Bright Power units by way of slump sale.

The Company has been evaluating its position and business strategy and exploring various options to remain ahead of the competition. The Company believes that rationalizing its structure, enabling it to have focused management approach, will provide opportunities to enhance shareholders' value in the Company. To achieve this, the Board of Directors at its Meeting held on 14th March, 2023, considered and approved, subject to the approval of the shareholders, the transfer, assignment, restructuring or conveyance of the whole or substantially the whole of Rail EPC Business, comprising of Kalindee Rail and Bright Power units, i.e., two business undertakings of the Company (along with its employees, customers, suppliers and other partner relationships, including verbal agreements and formal contracts, causes of actions and any or all tangible and intangible assets, properties, liabilities, licenses, permits, consents, approvals), by way of slump sale, as defined under Section 2(42C) of the Income-tax Act, 1961, as a 'going concern', to two separate wholly owned subsidiaries of the Company. The proposed transactions being with wholly owned subsidiaries (namely, Texmaco Rail Electrification Limited and Belgharia Engineering Udyog Private Limited), Audit Committee at its Meeting held on 14th March, 2023 also considered and approved the proposed transaction. It is proposed that the effective date is likely to be 1st April, 2023.

The Board of Directors are of the view that the proposed transaction should result in a viable and sustainable structure for the Company and the Rail EPC Business (having regard to the interests of all stakeholders including the Company's shareholders and employees) and should assist in creating a platform that will enable the Company to implement its longterm strategy to achieve enhanced operational efficiency of the Rail EPC Business comprising of Kalindee Rail and Bright Power units and create value for the Company in the overall interests of all the stakeholders.

In terms of the provisions of the Companies Act, 2013 ('Act'), the Board of Directors except with the approval of the Members by way of special resolution, shall not inter-alia, transfer the whole, or substantially the whole of the undertaking of the Company. Accordingly, approval of the Members under the provisions of the Act and the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is being sought by way of Special Resolution for the transfer, assignment, restructuring or conveyance of the whole or substantially the whole of Rail EPC Business comprising of Kalindee Rail and Bright Power units to two separate wholly owned subsidiaries of the Company as mentioned above. The purpose of this resolution is to authorize the Board to transfer the undertakings as aforesaid subject to obtaining other necessary approvals.

None of the Directors or Key Managerial Personnel including their relatives is, in any way, concerned or interested, financially or otherwise, in the proposed Resolution except to their Shareholding interest, if any, in the Company.

The Board of Directors recommends the passing of the proposed resolution as set out at item no. 1 by way of Special Resolution.

Item No. 2: Re-appointment of Mr. Utsav Parekh (DIN: 00027642) as an Independent Director of the Company.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee ('NRC') and subject to the approval of shareholders, has approved the re-appointment of Mr. Utsav Parekh as an Independent Director of the Company for a period of 5 (five) years with effect from 4th September, 2023. The Company has received a valid notice in terms of Section 160 of the Companies Act, 2013 ('Act') from a Member of the Company proposing the candidature of Mr. Parekh for the office of Director.

In terms of the Act and the Listing Regulations, the re-appointment of Independent Director requires approval of the Shareholders by way of Special Resolution. Therefore, the appointment of Mr. Parekh is recommended to be approved by the Shareholders by way of a Special Resolution.

Mr. Utsav Parekh has been a pioneer in the Investment Banking field in India. He has an experience of over 40 years in this field. He is the Promoter and Chairman of SMIFS Capital Markets Limited which has grown to become one of the foremost Investment Banking companies in Kolkata. He is also one of the first private equity investors in India having invested in a full range of companies ranging from IT, Real Estate, Entertainment, Sports Management and Telecommunications amongst others. He in his personal capacity is Director on the Board of various companies viz Xpro India Limited, Eveready Industries India Limited, SMIFS Capital Markets Limited, Spencer's Retail Limited, etc. He is also a member on the Board of the Indian Chamber of Commerce. He is associated with various philanthropic organizations. He is a keen sports enthusiast and soccer in India. He is one of the Co-founders of ATK, the premier football club in the prestigious Indian Super League.

The Company has received consent from Mr. Parekh to act as a Director and a declaration that he is not disqualified under Section 164 of the Act to act as such. Further, the Company has also received a declaration from Mr. Parekh that he meets the criteria of independence as prescribed under Section 149 of the Act and the Listing Regulations.

After taking into account the performance evaluation, during his first term of five years and considering the knowledge, expertise and experience of Mr. Parekh and the substantial contribution made by him during his tenure as an Independent Director, the Board of Directors on the recommendation of the NRC has approved the re-appointment of Mr. Utsav Parekh as an Independent Director for a second term of five years with effect from 4th September, 2023.

Mr. Parekh has also affirmed to the Company that he has registered himself with the databank maintained by the Indian Institute of Corporate Affairs (IICA) as an Independent Director in compliance with the prescribed Rules under the Act.

As per the opinion of the Board, he fulfils the criteria specified in the Act & the Rules framed thereunder and the Listing Regulations for his re-appointment as an Independent Director.

Further, the skills/expertise/competencies as identified for the Directors by the NRC as well as the Board and required in the context of the business(es) and the sector(s) the Company operates into are:

• Strategic Planning

• Sales & Marketing

• Financial

• Governance

• Global Presence

The NRC and the Board is of the view that Mr. Parekh possesses most of the skills/ expertise/ competencies identified with core expertise in Strategic Planning, Sales & Marketing, Financial, Governance & Global Presence.

The Board of Directors is of the opinion that his vast knowledge and varied experience will be of great value to the Company. He shall be entitled for remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose / commission as may be decided by the Board, in accordance with the provisions of the Act.

In terms of Section 149 & other applicable provisions of the Act read with Schedule IV thereto and applicable Regulations of the Listing Regulations, approval of the Shareholders is being sought by way of Special Resolution for re-appointment of Mr. Parekh as an Independent Director of the Company for a period of 5 (five) years effective 4th September, 2023.

Except Mr. Utsav Parekh and his relatives, none of the Directors or Key Managerial Personnel including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution except to their Shareholding interest, if any, in the Company.

The Board of Directors recommends the passing of the proposed resolution as set out at item no. 2 by way of Special Resolution.

Information of Director relating to re-appointment for item no. 2 of the Notice.

[In pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards]

Name of the Director	Mr. Utsav Parekh
Age (in years)	66
Qualification	B.Com
Date of first Appointment on the Board	4th September 2018
Expertise in specific functional areas	•Has experience in Capital Markets and strong financialknowledge.•Served as partner of Stewart & Company.
Remuneration last drawn (Rs. in Crores)	0.08*
Number of meetings of the Board attended during the financialyear (FY 2023-24)	2 of 2 Board Meeting held till 12th May, 2023
Shareholding in the Company	Nil
Relationship with other Director/KMP in the Company	Nil
Directorship held in other Companies	•Jay Shree Tea and Industries Limited•Xpro India Limited•Eveready Industries India Limited•Firstsource Solutions Limited•SMIFS Capital Markets Limited•Spencer's Retail Limited•Bengal Aerotropolis Projects Limited•Nexome Real Estates Private Limited•Lend Lease Company (india) Limited•Progressive Star Finance Private Limited•Indian Chamber of Commerce Calcutta•ATK Mohun Bagan Private Limited
Chairmanship/Membership of Committees in companies	SMIFS Capital Markets Limited
including those in the Company	•Member of Audit Committee
	Xpro India Limited•Chairman of Stakeholders Relationship Committee•Member of Audit Committee, Nomination andRemuneration Committee and Corporate SocialResponsibility Committee
	Spencer's Retail Limited•Chairman of Audit Committee and Nomination andRemuneration Committee•Member of Corporate Social Responsibility Committee,
	Stakeholders Relationship Committee and RiskManagement Committee
	Texmaco Rail & Engineering Limited•Chairman of Audit Committee and Nomination andRemuneration Committee
	•Member of Corporate Social Responsibility Committee
	Firstsource Solutions Limited•Chairman of Audit Committee
Listed entities from which the Director has resigned in the pastthree years	1

* Remuneration means Sitting Fees and Commission paid.