Texmaco Rail & Engineering has executed a Memorandum of Understanding (MoU) with Bochumer Verein Verkehrstechnik GmbH (BVV) to explore potential collaboration in railway components. The agreement, dated August 27, 2026, outlines plans for a proposed joint venture entity in India.

Partnership details

The MoU establishes a framework for Texmaco Rail & Engineering Limited and BVV, a German specialist in railway wheels and related components, to pursue collaboration. The partnership focuses on railway wheels, wheelsets, axles, and related rail vehicle components. Key aspects include evaluating opportunities and technical requirements prescribed by Indian Railways, supplying products to the global railway industry, and providing associated technical services.

The agreement contemplates that BVV will provide or license relevant technology, technical know-how, manufacturing processes, and engineering expertise. Texmaco is expected to undertake localization, industrialization, manufacturing, assembly, testing, quality assurance, marketing, supply, and after-sales support in India.

Commercial terms and governance

The MoU does not prescribe any immediate fixed commercial consideration. Detailed commercial terms, including shareholding distribution, funding structure, minimum purchase commitments, pricing, supply capacity, delivery, and payment terms, are to be agreed upon in definitive agreements. The shareholding distribution in the proposed joint venture entity remains subject to further negotiation.

BVV is proposed to be one of Texmaco's preferred international suppliers, subject to a definitive supply agreement. The MoU contains exclusivity provisions during its term regarding the contemplated purpose. It is effective for 12 months from execution unless terminated earlier. Governance and board nomination rights in the proposed joint venture entity are also subject to negotiation under the Joint Venture Agreement.

Regulatory disclosures

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Texmaco confirmed that it does not hold any shareholding in BVV, and the transaction does not constitute a related party transaction. BVV is not related to the promoter, promoter group, or group companies of Texmaco Rail & Engineering Limited.

Texmaco Rail & Engineering has scheduled its 28th Annual General Meeting for September 18, 2026. The board confirmed September 11, 2026 as the record date for dividend entitlement if declared at the meeting.

The company will hold the AGM via video conferencing to approve financial results for FY26 and other routine matters. This confirmation aligns with the earlier notice recommending a final dividend of Re 0.75 per fully paid-up equity share of face value ₹1 each.

Meeting Details

The AGM will take place on Friday, September 18, 2026, at 1:00 pm. Shareholders can attend through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The registered office in Belgharia, Kolkata, will be deemed the venue for quorum purposes under Section 103 of the Companies Act, 2013.

Voting and Eligibility

Shareholders holding shares as on September 11, 2026, are eligible to vote. Remote e-voting facilities are available from September 14 to September 17, 2026. KFin Technologies Limited is facilitating the e-voting process. Results will be declared on or after the AGM date.

The Notice of the 28th AGM and Annual Report were sent on August 24, 2026, to members with registered email addresses. Those without registered emails received a letter with a web link to access these documents. The documents are also available on the company website and stock exchange portals.

Dividend Payment Instructions

Dividends will be paid only through electronic mode. Shareholders holding physical shares must update their bank details, PAN, and nomination via Form ISR-1 with the Registrar and Transfer Agent. Demat holders should ensure their details are updated with their Depository Participants. Tax will be deducted at source as per applicable rates under the Income-tax Act, 1961.

Agenda Items

The notice for the AGM outlines specific ordinary and special business items for shareholder consideration:

• Ordinary Business:

  • Adoption of standalone and consolidated audited financial statements for FY26.
  • Declaration of dividend on equity shares for FY26.
  • Re-appointment of directors U.V. Kamath and Akshay Poddar, who retire by rotation.

• Special Business:

  • Ratification of remuneration payable to M/s. DGM & Associates, Cost Accountants, for the financial year 2026-27. The proposed fees are ₹2,70,000 plus applicable taxes and out-of-pocket expenses.