Texmaco Rail & Engineering Limited has issued a postal ballot notice to its shareholders seeking approval for a significant reallocation of funds from its preferential issue proceeds. The company proposes to vary the utilization of unutilized funds originally designated for capital expenditure projects.

Fund Reallocation Proposal

The company seeks to reallocate ₹103.43 crores from the original capital expenditure object to funding working capital requirements. This represents a substantial shift from the company's initial plan to expand manufacturing capacity for Rolling Stock and Rolling Stock components at facilities in Paradip, Odisha, and Kolkata/Howrah, West Bengal.

Preferential Issue Background

The company had originally raised funds through a preferential issue of 77,72,020 convertible warrants at ₹193 per warrant. However, the actual funds received were reduced to ₹142.77 crores after Samena Green Limited failed to exercise 3,74,750 warrants, resulting in forfeiture of ₹1.80 crores. On October 9, 2025, 73,97,270 warrants were converted into equity shares at a premium of ₹192 per share.

Voting Process and Timeline

The postal ballot will be conducted exclusively through remote e-voting, with no physical ballot forms being distributed. Key dates for the voting process include:

Justification for Fund Reallocation

The company attributes the need for fund reallocation to changes in the geopolitical environment and prevailing macroeconomic conditions. Management believes the proposed variation will result in savings on interest costs for working capital borrowings and contribute to improved profitability. The company expects to utilize the reallocated funds within nine months of shareholder approval.

Regulatory Compliance and Monitoring

CARE Ratings Limited continues as the appointed Monitoring Agency for overseeing the utilization of preferential issue proceeds. The agency has confirmed that unutilized funds of ₹103.43 crores are currently held in government securities, money market instruments, and deposits with scheduled commercial banks as permitted under applicable laws.

Risk Factors

The company has disclosed several risk factors associated with the proposed fund reallocation, including:

• Interest savings benefits are contingent and not guaranteed
• Geopolitical and macroeconomic risks may affect business activities
• No tangible assets will be created from working capital deployment
• Regulatory compliance requirements under SEBI regulations
• Business dependency on government orders and railway sector policies

Shareholders whose names appear in the Register of Members or beneficial owners maintained with depositories as of the cut-off date are eligible to participate in the e-voting process. The resolution requires approval by special resolution with the requisite majority.

Texmaco Rail & Engineering Limited has secured a substantial order worth Rs 2.13 crore from ECOR for specialized railway infrastructure works. The contract involves TRD (Track Renewal and Development) works at NMDC Nagarnar steel plant, including NSL SSP components, marking another significant addition to the company's order book.

Order Details and Specifications

The comprehensive contract encompasses TRD works specifically designed for NMDC Nagarnar steel plant operations. The project includes NSL SSP (Nagarnar Steel Limited Steel Service Provider) components, indicating the specialized nature of the railway infrastructure requirements.

Regulatory Compliance and Transparency

The company has fulfilled its disclosure obligations under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The announcement confirms this is a domestic contract with no related party transactions involved.

Key Contract Terms

The order specifies completion of all works within 11 months from the date of Letter of Acceptance issuance. The contract value of Rs 2.13 crore excludes applicable taxes, representing the base consideration for the specialized railway infrastructure services.

Corporate Governance Aspects

Texmaco Rail & Engineering has confirmed that neither promoter groups nor group companies have any interest in ECOR, the entity awarding the contract. This ensures the transaction maintains arm's length principles and regulatory compliance standards.

The order strengthens the company's position in the railway infrastructure sector, particularly in specialized steel plant railway connectivity projects. The 11-month execution timeline provides a clear framework for project delivery and revenue recognition over the specified period.