Texmaco Rail & Engineering has secured 2 Letters of Acceptance from South Central Railway, with a total value of Rs. 191.99 Crores (including taxes), for Comprehensive Signalling and Telecommunication Works. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The contracts pertain to the Provision of an Automatic Block Signalling System, a critical component of modern railway infrastructure.

Order Details at a Glance

The key parameters of the awarded contracts are outlined below:

Contract Scope and Compliance

The contracts have been awarded by a domestic entity and are classified as domestic orders. Texmaco Rail & Engineering has confirmed that neither the promoter, promoter group, nor any group companies hold any interest in South Central Railway. Additionally, the transactions do not fall within the purview of related party transactions under applicable regulations. The disclosure was made in accordance with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026.

Significance of the Order

The award of these Letters of Acceptance underscores Texmaco Rail & Engineering's continued engagement in railway signalling and telecommunication infrastructure. The Automatic Block Signalling System is integral to enhancing train safety and operational efficiency on railway networks. With an execution window of 480 days from the Appointed Date, the company is positioned to deliver on this significant domestic contract. The disclosure was signed by Sandeep Kumar Sultania, Company Secretary and Compliance Officer, on 15th May, 2026.

Texmaco Rail & Engineering has formally responded to a voting recommendation issued by proxy advisory firm Institutional Investor Advisory Services India (IiAS) concerning the company's proposed Long Term Incentive Plan (LTIP) Scheme, 2026. The response, dated May 15, 2026, was submitted to both the National Stock Exchange of India and BSE Limited, with a request to disseminate the clarification to shareholders ahead of the postal ballot scheduled on the same date.

Background and Context

The postal ballot notice, originally dated March 31, 2026, sought shareholder approval for the Texmaco Rail Long Term Incentive Plan ("LTIP") Scheme, 2026. IiAS had issued a voting recommendation on this resolution, prompting the company to provide a detailed clarification addressing the proxy advisor's observations. The company's Company Secretary & Compliance Officer, Sandeep Kumar Sultania, signed and submitted both the exchange communication and the direct response to IiAS.

Performance Metrics Underpinning the LTIP

The company emphasized that its LTI framework is anchored in performance-based vesting, structured to align leadership incentives with long-term shareholder value creation. The vesting conditions are tied to a defined set of financial and value-creation parameters. The following table outlines the performance metrics and their respective weightages applied for each year of the scheme:

The company clarified that final vesting at the end of three years will be determined by the average performance across all three years of the scheme period. Importantly, no vesting will occur if 85% of the stated targets are not achieved, underscoring the plan's stringent performance orientation.

Rationale for Non-Disclosure of Target Thresholds

Addressing IiAS's concern regarding the absence of specific target thresholds in the resolution, the company stated that actual targets have not been disclosed primarily to avoid revealing commercially sensitive forward-looking information that could impact its competitive positioning. The company maintained that this approach balances shareholder transparency with the practical considerations of operating in a competitive business environment.

Governance Assurances Provided

To address governance-related observations, the company provided the following assurances to IiAS:

• The performance conditions are clearly defined, measurable, and have been approved by the Nomination & Remuneration Committee (NRC).
• Vesting outcomes will be subject to rigorous evaluation against pre-defined metrics.
• The company is committed to enhanced transparency and will disclose achievement levels and vesting outcomes in its Annual Report post-vesting, in line with evolving governance best practices.

Company's Appeal to IiAS

Concluding its response, Texmaco Rail & Engineering expressed confidence that the clarifications provided adequately address IiAS's concerns. The company requested IiAS to reconsider its observation and positively revise its voting recommendation accordingly. Shareholders were urged to consider the company's clarification while taking their voting decision on the postal ballot resolution.