Texmaco Rail & Engineering Limited has announced a significant contract win through its joint venture operations, with the order being awarded by M/s. Touax Texmaco Railcar Leasing Private Limited. The company disclosed this development under Regulation 30 of SEBI regulations, highlighting the ₹132.00 crore order for specialized railway wagons.

Order Details and Award Entity

The contract has been secured from M/s. Touax Texmaco Railcar Leasing Private Limited, a joint venture entity where Texmaco Rail & Engineering Limited serves as one of the promoters. The order encompasses the supply of rake of BLSS wagons comprising both BLSS and BVCM wagons for domestic operations.

Regulatory Compliance and Related Party Transaction

The company has confirmed that this transaction falls within the scope of related party transactions, as Texmaco Rail & Engineering Limited is one of the promoters of the awarding entity. However, the company has explicitly stated that the transaction is conducted at arm's length basis, ensuring no conflict of interest arises from this arrangement.

Strategic Significance

This order represents a substantial addition to the company's order book, demonstrating the effectiveness of its joint venture structure in the railway wagon manufacturing sector. The phased execution approach through tranches until July 2026 allows for systematic production planning and delivery scheduling.

The ₹132.00 crore contract value, excluding taxes, provides significant revenue visibility for the company over the execution period. The domestic nature of the order reinforces the company's strong position in the Indian railway rolling stock market, particularly in specialized wagon categories like BLSS and BVCM variants.

Jyotsna Poddar, a promoter of Texmaco Rail & Engineering Limited, has filed a disclosure under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations regarding the proposed acquisition of shares from fellow promoter Akshay Poddar. The transaction involves an inter-se transfer of shares as a gift between relatives within the promoter group.

Transaction Details

The proposed share acquisition involves the transfer of 2,50,000 equity shares from Akshay Poddar to Jyotsna Poddar, representing 0.06% of the total share capital of Texmaco Rail & Engineering Limited. The transaction is scheduled to take place on or after December 19, 2025.

Shareholding Pattern Changes

The transaction will result in significant changes to the shareholding pattern of both promoters. Jyotsna Poddar's stake will increase substantially, while Akshay Poddar's holding will be reduced to a minimal position.

Regulatory Compliance

The disclosure has been made in accordance with Regulation 10(5) read with Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Since the transaction constitutes a gift between immediate relatives within the promoter group, no monetary consideration is involved, and the acquirer is exempt from making an open offer.

Both parties have confirmed compliance with applicable disclosure requirements under Chapter V of the Takeover Regulations, 2011. The necessary disclosures under Regulation 29 of the SAST Regulations have been made through the System Driven Disclosure platform.

Additional Disclosures

Alongside the share acquisition disclosure, both Jyotsna Poddar and Akshay Poddar have filed declarations under Regulation 31(4) of the SAST Regulations for multiple financial years. These declarations confirm that neither party has made any encumbrance on their shares in Texmaco Rail & Engineering Limited, other than those already disclosed to the stock exchanges and the company, during the financial years ended March 31, 2023, March 31, 2024, and March 31, 2025.