TITAGARH RAIL SYSTEMS LIMITED — Proxy Solicitation & Information Statement 2023

Jul 1, 2023

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July 01, 2023

BSE Limited (BSE) National Stock Exchange of India Limited (NSE) The Department of Corporate Services The Listing Compliance Department Phiroze Jeejeebhoy Towers Exchange Plaza Bandra-Kurla Complex Dalal Street, Bandra (E), Mumbai – 400 051 Mumbai – 400 001 Scrip Code: TITAGARH Scrip Code: 532966

Dear Madam/ Sir,

Subject: Third Corrigendum to Notice of Extra-Ordinary General Meeting

• RE: 1. Letter bearing ref. no. NSE/LIST/36037 dated June 15, 2023 issued by NSE and our response letter dated June 19, 2023

• Letter bearing ref. no. NSE/LIST/36037 dated June 21, 2023 issued by NSE and our response letter dated June 24, 2023

• Letter bearing ref. no. NSE/LIST/36037 dated June 30, 2023 issued by NSE

Pursuant to the captioned letters and in continuation to our letters dated June 19 and June 24, 2023, we are submitting herewith the Third Corrigendum to the Notice of Extra-Ordinary General Meeting (“EGM”) scheduled to be held on Tuesday, July 04, 2023 at 11.00 A.M. through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The EGM Notice was amended pursuant to the Corrigendum dated June 17, 2023 issued by the Company on June 19, 2023 (“First Corrigendum”) and Corrigendum dated June 23, 2023 issued by Company on June 24, 2023 (“Second Corrigendum”) together referred to as “Previous Corrigendum”.

Copy of the said Third Corrigendum to the EGM Notice is also uploaded on the website of the Company at www.titagarh.in.

We request you to take the same on record.

Thanking You.

Yours faithfully,

For Titagarh Rail Systems Limited (formerly Titagarh Wagons Limited)

DINESH Digitally signed by DINESH ARYA ARYA Date: 2023.07.01 17:41:19 +05'30'

Dinesh Arya Company Secretary & Chief Compliance Officer M. No. FCS 3665

Enclosure: As stated above

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TITAGARH RAIL SYSTEMS LIMITED (formerly TITAGARH WAGONS LIMITED)

CIN: L27320WB1997PLC084819

Regd. Off: Titagarh Towers, 756 Anandapur, E.M. Bypass, Kolkata 700107 Phone: (033) 40190800, Fax: (033) 40190823, Email: investors@titagarh.in; Website: www.titagarh.in;

THIRD CORRIGENDUM TO NOTICE OF EXTRA-ORDINARY GENERAL MEETING (EGM)

An Extra-Ordinary General Meeting (“ EGM ”) of the Members of Titagarh Rail Systems Limited (“ the Company ”) is scheduled to be held on Tuesday, July 04, 2023 at 11.00 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“ OAVM ”). The Notice of the EGM (“ EGM Notice ”) was dispatched to the Shareholders of the Company on June 12, 2023 in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India. The EGM Notice was amended pursuant to the Corrigendum dated June 17, 2023 issued by Company on June 19, 2023 (“ First Corrigendum ”) and Corrigendum dated June 23, 2023 issued by Company on June 24, 2023 (“ Second Corrigendum ”) together referred to as “ Previous Corrigendum ”. Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the EGM Notice and Previous Corrigendum.

Pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable provisions of Companies Act, 2013 and rules made thereunder read with the MCA Circulars and this Corrigendum is being issued to give notice to amend/ provide additional details as mentioned herein

1. In the Explanatory Statement Item No. 1 point a) – Schedule of Implementation and Deployment of Funds, the paragraph below the table will be updated as follows:

“Further, if the proceeds are not utilised (in full or in part) for the Objects during the period stated above that is Fiscal 2024 and 2025, the remaining proceeds, if any shall be utilised in subsequent periods. The proceeds of the Preferential Issue shall be kept in the monitoring account – a separate bank account till such time the proceeds of the Preferential Issue are fully utilised and will be monitored by the Monitoring agency as required under Regulation 162A of the SEBI ICDR Regulations.”

This Corrigendum to the EGM Notice and Previous Corrigendum shall form an integral part of the EGM Notice, which has already been circulated to the Shareholders of the Company and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. Accordingly, all concerned shareholders, Stock Exchanges, Depositories, Registrar and Share Transfer Agent, agencies appointed for e- voting, other Authorities, regulators, and all other concerned persons are requested to take note of the above changes. All other contents of the EGM Notice and Previous Corrigendum, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

This Corrigendum is also being published in the Financial Express (English Language) and Dainik Statesman (Bengali Language) and will also be made available on website of both the stock exchanges i.e. BSE and NSE - and on the website of the Company at https://titagarh.in/storage/report/actual/1688204588_R8DyJ_third corrigendum-to-notice-of-egm-30062023pdf.pdf and on the website of NSDL at www.evoting.nsdl.com

By Order of the Board For TITAGARH RAIL SYSTEMS LIMITED

Place: Kolkata Date: June 30, 2023

Dinesh Arya Company Secretary M No. FCS 3665 DINESH Digitally signed by DINESH ARYA ARYA Date: 2023.07.01 17:46:57 +05'30'