DIRECTORS' REPORT

Your Directors have the pleasure in presenting Annual Report of the Company along with the Audited Financial Statements for the
financial year ended 31^st March 2026.

FINANCIAL HIGHLIGHTS _{( ? in Crore)}

Note: The above figures are extract of the Standalone and Consolidated Audited Financial Statements prepared for the Financial Year
ended 31^st March 2026and comparative figures for Financial Year ended 31^s March, 2025.

Financial Performance

(i) Standalone

Standalone Total Income for the year 2025-26 was ' 4,422.90
Crores. The Profit before Depreciation and Tax (PBDT) and
Profit before Tax (PBT) for the year were ' 320.14 Crores and
' 271.03 Crores respectively. The Net Profit was ' 187.00
Crores, after providing net tax liability of ' 84.03 Crores for the
year as per the Profit and Loss Account drawn up in
accordance with the Indian Accounting Standards as specified
under the Companies Act, 2013 ('Act').

(ii) Consolidated

Consolidated Total I ncome for the year 2025-26 was ' 4,414.31
Crores. The Profit before Depreciation and Tax (PBDT) and

Profit before Tax (PBT) for the year were '327.47 Crores and
' 277.30 Crores respectively. The Net Profit was ' 193.57
Crores, after providing net tax liability of ' 83.73 Crores for the
year as per the Profit and Loss Account drawn up in
accordance with the Indian Accounting Standards as
specified under the Companies Act, 2013 ('Act').

Dividend

Your Directors recommend payment of dividend of 75% i.e.
' 0.75/- per equity share of face value of ' 1/- each for financial
year ended 31^st March 2026.

The above dividend has been recommended in compliance
with the Dividend Distribution Policy of the Company
formulated pursuant to Regulation 43A of the SEBI Listing
Regulations.

Transfer to Reserves

Your directors do not propose to transfer any amount to
General Reserve for the year under review.

SIGNIFICANT FINANCIAL RATIOS

As required under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), the significant
financial ratios on the basis of standalone financials of the
Company are given below:

Increase in profit margin is due to cost reduction measures.

" Improvement due to higher profits.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview of the Industry

India remained one of the fastest growing major
economies in FY26, supported by growing consumer
demand, public investment and a broad - based expansion
across sectors. According to the Economic Survey 2025-26,
real GDP growth for FY26 was estimated at 7.4%, and
looking ahead, India's potential growth is estimated at
around 7%, with real GDP growth projected at 6.8% - 7.2%
for FY27. The economy continues to benefit from
increasing investment activity, improving consumption
trends and infrastructure development.

Inflationary pressures also eased considerably during
FY2026. Headline consumer inflation moderated during
the year, supported by favourable agricultural output,
improved food supplies and lower food prices. The Reserve
Bank of India estimated average CPI inflation at 2.1% for
FY2026. Lower inflation, along with policy rate reductions
and improved liquidity conditions, supported economic

activity during the year. India's manufacturing and services
sectors remained in expansion territory, supported by
strong demand conditions and sustained business activity.
Economic conditions were further aided by higher
government capital expenditure, improving consumption
trends and favourable policy measures.

Supported by the government's continued focus on
infrastructure development, Indian Railways remains a key
pillar of India's infrastructure led development. In the
Union Budget 2026-27, the sector received a record capital
expenditure allocation of ' 2.93 lakh crore, reflecting the
government's focus on expanding rail infrastructure,
improving safety standards and strengthening freight
transportation.

Nearly ' 1.20 lakh crore has been earmarked for safety-
related works. The sector has also continued to make
progress in network expansion and modernization, with
over 35,000 kilometres of new railway tracks laid and
electrification exceeding 99.5% of the broad-gauge
network. The Union Budget also outlined the development
of seven new intercity high-speed rail corridors and a
2,052-kilometre Dedicated Freight Corridor connecting
Dankuni inWest Bengal and Surat in Gujarat.

These initiatives highlight the sector's ongoing
transformation and are expected to strengthen India's
transportation network and support long-term economic
development.

Texmaco Business - An Overview

Building on its established presence in the railway sector,
your Company has evolved into an integrated provider of
rail and infrastructure solutions. Underpinned by
engineering expertise, diversified manufacturing
capabilities and a customer centric approach, your
Company continues to strengthen its position across the
rail ecosystem.

With a portfolio spanning Freight Cars, Component
Systems, railway castings and rail infrastructure solutions,
your Company serves a diverse set of requirements across
the railway value chain. This diversified presence enables
participation across multiple opportunities while
balancing exposure across manufacturing, engineering

and infrastructure businesses. An established
manufacturing footprint, strong execution track record
and longstanding customer relationships, continue to
support expansion in both Indian and international
markets.

This year presented a challenging operating environment,
marked by continued supply chain disruptions, primarily in
key input materials, that constrained wagon production
volumes during the year. Despite these headwinds, the
Company remained focused on execution across its
businesses. Revenue from Operations was ' 4,377 Crore.
EBITDA for the year was ' 450 Crore, with an EBITDA margin
of 10.3%, while Profit After Tax was ' 194 Crore, translating
into a margin of 4.4%. While performance during the year
was impacted by lower wagon production arising from
supply chain challenges, the Company continued to
advance its strategic priorities, including initiatives
focused on infrastructure, technology and business
development.

The continued support of Indian Railways, private sector
customers and international clients reflects confidence in
our offerings and expertise. As on 31^st March 2026, the
Company's order book was '5,408 Crore, providing
visibility for execution across our businesses. During the
year, your Company continued to build its order pipeline
through order inflows across freight cars, infrastructure
and engineering businesses, while also advancing its
presence in international markets.

During FY26, your Company undertook several strategic
initiatives aimed at strengthening its capabilities and
broadening its participation across the railway and
infrastructure sectors. The JV with Rail Vikas Nigam Limited
(RVNL) marks an important step towards pursuing railway
infrastructure and rolling stock opportunities in India and
overseas markets, while enhancing project execution
capabilities and market access.

Further, the collaboration with Hormann Vehicle
Engineering GmbH to establish a Global Capability Centre
('GCC') advances your Company's focus on expanding its
engineering and technology expertise. The GCC is
expected to focus on product design, digital engineering
and advanced mobility solutions, directly supporting the
development of next-generation transportation
capabilities.

Collaborations with Nevomo and Indian Institute of
Technology (IIT) Kharagpur reflect the Company's
commitment to research, product innovation and
advancing rail mobility technologies. These partnerships
are expected to enhance its ability to address evolving
opportunities in the railway sector.

These initiatives are aligned with your Company's Vision
2030 roadmap, which seeks to build a more diversified,
technology driven and resilient business. Recognising the
cyclical nature of the freight wagon industry, the strategy is
focused on expanding the Company's presence across
higher value and more resilient segments including
railway infrastructure, signalling and safety systems,
passenger mobility, defence, exports and digital
engineering services. Through a combination of product
diversification, technology partnerships, geographic
expansion and operational excellence, your Company
aims to create a more balanced business portfolio with
improved margin stability and profitability.

Looking ahead, the Company remains focused on
executing its long term strategy of growth and
diversification. The strategic initiatives undertaken during
FY26 mark important steps in your Company's evolution
beyond its traditional strengths, while expanding its
presence across infrastructure, engineering and
technology led businesses. As investments in railway
modernisation, infrastructure development and mobility
solutions continue to gather pace, we remain committed
to leveraging our engineering expertise, manufacturing
capabilities and strategic partnerships to create long term
value for all stakeholders.

Talent Management

People remain at the core of our organizational
philosophy, and Human Resources continues to play a key
role in strengthening this foundation as the Company
progresses into its next phase of growth and
transformation.

KeyTalent Management Initiatives

• Performance Management Framework - To reinforce

a high-performance culture, the Company has

implemented the Balanced Scorecard framework
across all locations. Business objectives have been
systematically translated into unit, departmental,
and individual goals, ensuring alignment,
accountability, and transparency throughout the
organization. Employees are encouraged to
undertake challenging goals and are supported
through continuous feedback, coaching, and
managerial guidance, enabling them to achieve
higher levels of performance and professional
growth. The Company remains committed to
recognizing and rewarding excellence through both
intrinsic and extrinsic means, while continuing to
attract, develop, and retain high quality talent. We
firmly believe that our people are our most valuable
asset and among the key drivers of long-term
organizational success.

• Operational Excellence and Capability Building -
The Company has also continued to strengthen
its manufacturing excellence journey through
initiatives such as 5S, Kaizen, and Lean
Manufacturing practices across its operations.
Human Resources team has played an integral role in
nurturing this culture by driving employee
engagement, capability building, and behavioral
alignment with operational excellence across all
manufacturing locations.

• Employee Engagement and Well-being - Employee
retention and engagement remain key priorities for
the organization. The Company is committed to
fostering a positive and inclusive work environment
through competitive compensation and benefits,
recognition of employee contributions and
initiatives that support work-life balance and overall
employee well-being.

• Leadership Development and Succession Planning -
As part of its long-term people strategy, the
Company has strengthened its focus on succession
planning and leadership development. In line with
this objective, a dedicated leadership development
program has been launched for mid-level managers.
The initiative is designed to build holistic leadership
capabilities, strengthen organizational readiness,

and develop future leaders who will drive the
Company's sustained growth and transformation
journey.

• Recognition and Appreciation - Further reinforcing
its commitment to a people-first culture, the
Company introduced the "Shabash Award" to
recognize employees who consistently go the extra
mile in delivering exceptional performance and
demonstrating organizational values. The initiative
reflects the Company's continued focus on fostering
motivation, appreciation, and a culture of excellence
across the organization.

Significant Development: Freight Car Division

Industry Outlook and Strategic Alignment

The Indian Railways sector presents a significant long-term
growth opportunity, supported by the Government's
sustained focus on infrastructure modernization, freight
corridor expansion, logistics optimization, and increasing
modal shift from road to rail transportation. Indian
Railways has outlined an ambitious target to increase
freight traffic from approximately 1,700 million tonnes
(MT) to nearly 3.3 billion tonnes (BT) by 2030, reflecting the
strategic importance of rail-led logistics within India's
economic g rowth framework.

During FY 2025-26, freight loading remained resilient at
approximately 1,670 MT, driven by continued demand
across key sectors such as coal, cement, steel, iron ore,
containers, and automobiles. Long-term industry
projections indicate sustained growth in freight
movement, with wagon demand expected to grow at an
estimated CAGR of approximately 5.8% over the
2026-2051 period. The demand outlook continues to be
supported by significant projected freight movement
across key commodities, including coal (~1,500 MT),
cement (~800 MT), containers (~540 MT), iron ore
(~370 MT), and steel raw materials (~90 MT).

The Union Budget 2026-27 has further reinforced this
positive outlook through a continued commitment
towards railway infrastructure development, with an
allocation of approximately '2,78,030 Crore and an overall
capital outlay of '2,93,030 Crore for Indian Railways. The

continued emphasis on network expansion, rolling stock
modernization, dedicated freight corridors, multimodal
logistics integration, and capacity enhancement is
expected to create sustained long-term demand for freight
wagons and associated rail mobility solutions.

In addition to traditional bulk commodities, the Indian
wagon industry is increasingly driven by high growth
sectors such as automobiles, cement, steel, and
containerized logistics. Private sector participation in rail
logistics also continues to grow, supported by the growing
focus on supply chain optimization, lower logistics costs,
sustainability initiatives, and multimodal transportation
networks.

Simultaneously, export opportunities for Indian wagon
manufacturers continue to expand, supported by India's
competitive manufacturing base, advancing technological
capabilities, and the Government's "Make in India"
initiative. The Company continues to actively pursue
opportunities across Africa, the Middle East, Southeast
Asia, and neighboring international markets, thereby
creating a robust platform for long-term export led growth.

Freight Wagon Business Performance - FY 2025-26

During the year under review, your Company delivered a
strong operational and financial performance,
demonstrating resilience, execution excellence, and
sustained market leadership in the freight wagon
segment.

Total wagon deliveries during FY 2025-26 stood
at 8,372 wagons, aggregating to approximately
' 3,413.38 Crore.

• 6,841 wagons supplied to Indian Railways

• 1,531 wagons delivered to private sector customers,
reflecting a well balanced diversified base across
institutional and private freight operators.

• Order position of approximately ' 2,080.36 Crore,
providing strong medium-term revenue visibility
and reflecting sustained demand across Indian and
International markets.

The Company continued to distinguish itself through

industry-leading execution capabilities, consistently
maintaining one of the highest execution rates within the
wagon manufacturing industry notwithstanding the
growing complexity of its specialised and custom-
engineered product portfolio. These specialized wagons
involve significantly higher engineering complexity,
design customization, and execution requirements,
highlighting the Company's engineering expertise,
manufacturing excellence, and project execution
framework.

The Company's consistent execution performance,
combined with a diversified order pipeline and expanding
customer base, continues to reinforce its position as a
preferred and reliable partner for both standard and
specialized freight mobility solutions.

Strategic Partnerships andTechnology Initiatives

During the year, the Company continued to strengthen its
long-term strategic and technological capabilities
through focused partnerships and collaborations aimed at
driving innovation, enhancing competitiveness, and
expanding future growth opportunities.

• Nevomo - The collaboration with Nevomo
represents an initiative in next-generation rail
mobility technologies, particularly in the areas of
magnetic levitation and linear propulsion systems
for freight applications. The partnership is expected
to support future advancements in speed,
operational efficiency, energy optimization, and
lifecycle cost reduction, reinforcing the Company's
positioning in emerging rail transportation
technologies.

• Rail Vikas Nigam Limited Joint Venture - The

Company also entered into a strategic Joint Venture
with Rail Vikas Nigam Limited (RVNL) and executed
the Shareholders' Agreement to jointly pursue
large-scale railway infrastructure and rolling stock
opportunities in India as well as overseas markets.
The incorporation process for the Joint Venture is
currently underway and is expected to enhance the
Company's project execution capabilities, broaden
its market access, and expand its participation in
integrated railway infrastructure opportunities.

• 11T Kharagpur Collaboration - Further

strengthening its innovation ecosystem, the
Company signed a Memorandum of Understanding
with Indian Institute of Technology (IIT) Kharagpur
for collaboration in rolling stock design, technology
development, and the induction of new products
and advanced technologies with Indian Railways.
This partnership is expected to enhance the
Company's research and development capabilities
and support future product innovation initiatives.

Major Deliveries and Key Milestones

The year under review marked several significant
milestones and achievements, reflecting the Company's
execution capabilities, innovation led growth strategy, and
continued market leadership across multiple freight
mobility segments.

The Company successfully secured and executed a pilot
order for FMP wagons from the Ministry of Railways and
completed the design, development, manufacturing, and
delivery of four rakes during the year. This milestone
reflects the Company's capabilities in handling specialized
wagon platforms and executing technologically advanced
freight mobility solutions.

The Company also maintained a focused strategic
emphasis on the automotive logistics segment through
the successful deployment of ACT1 wagon platforms.
During the year, the Company delivered eight rakes to
leading automotive logistics operators, enabling it to
achieve complete market penetration in this segment and
further strengthen its leadership position in automotive
rail logistics solutions.

In parallel, the Company made significant progress in the
development of next-generation ACT3 wagon platforms.
The design phase has been successfully completed, and
assembly activities are currently at an advanced stage
following the receipt of necessary approvals from the
Ministry of Railways. The Company has already secured
orders for these wagons from a leading automotive
logistics company, reflecting strong market acceptance of
the platform.

The Company also successfully designed and supplied

prototype CMP wagon rakes to Indian Railways. Oscillation
trials for these wagons have been successfully completed,
and the rakes are currently awaiting CCRS clearance prior
to commencement of serial production.

Order inflows during the year included a significant
contract from JSW Steel for the supply of 20 rakes
comprising BFNV, BLSS, and BLCS wagon platforms, further
diversifying the Company's diversified order book and
presence across specialized freight segments.

On the international business front, the Company secured
a major export order from Camalco for the supply of 1,700
Open Top Wagons, to be executed in three phases. This
order represents a significant milestone in the Company's
export expansion strategy. Additionally, the Company is
currently engaged in advanced stage discussions with
Train Operating Companies associated with Transnet for
potential wagon supply opportunities in South Africa.
Collectively, these developments are expected to further
strengthen the Company's order pipeline and presence in
international markets.

Strategic Priorities and Growth Areas

The Company remains committed on strengthening and
expanding its leadership position in the freight wagon
industry through continued emphasis on product
innovation, engineering excellence, customization
capabilities, operational efficiency, and timely execution.

As part of its long-term strategic direction, the Company is
progressively shifting its business focus from the
traditional Indian railway procurement market towards
higher growth private sector and export-oriented
opportunities. This transition is expected to enhance
diversification, improve margins, strengthen its presence
in international market, and create sustainable long-term
growth opportunities.

Simultaneously, the Company is actively pursuing
strategic diversification beyond freight wagons into the
broader passenger mobility ecosystem. Key focus areas
include metros, railway coaches, locomotives, urban
transit systems, and lifecycle maintenance solutions for
rolling stock. This strategic expansion is aligned with
emerging opportunities arising from rapid urbanization,

railway modernization, and increasing investments in
mass transit infrastructure.

The Company's long-term growth strategy continues to be
anchored around technology adoption, strategic
collaborations, product diversification, and strengthening
its position as an integrated rolling stock solutions
provider.

The performance of the Company during FY 2025-26
reflects operational strength, execution excellence,
technological advancement, and strategic clarity.
Supported by a robust and diversified order backlog,
expanding Indian and international market presence,
strategic partnerships, and a focused diversification
strategy, the Company remains well positioned to sustain
its growth momentum and create long-term value for all
stakeholders.

With a continued focus on innovation, customer-centric
solutions, manufacturing excellence, and expanding its
presence across the rolling stock and railway mobility
value chain, the Company is steadily strengthening its
position as a comprehensive and future ready and
integrated rolling stock solutions provider.

Infra Rail & Green Energy Division

The Indian Rail EPC (Engineering, Procurement, and
Construction) business is experiencing sustained and
significant growth, underpinned by record government
capital expenditure. The sector's focus has progressively
evolved beyond capacity expansion to encompass
broader modernization objectives, including the
development of high-speed rail networks and the
implementation of enhanced safety initiatives.

Business Scenario:

The Indian Rail EPC sector maintained robust activity levels
during FY 2025-26, supported by sustained government
investment, strong project execution and higher order
inflows.

• Capital Outlay: Gross Budgetary Support (GBS) for
Indian Railways was ' 2.52 lakh Crore, with a
substantial portion of the sanctioned capital
expenditure utilised by the end of Q3.

• Sectoral Focus: Capital expenditure remained
directed towards capacity enhancement
initiatives, including track doubling and new
line development, along with safety-related
investments such as signaling upgrades and the
implementation of the Kavach anti-collision system.

• Execution Pacing: Wagon manufacturers
and specialized electrical contractors benefited
from higher execution activity during the
year. In comparison, traditional construction EPC
companies reported relatively moderate revenue
growth of around 5 - 11%, reflecting a temporary
rationalization of state-level budgets and change in
tender allocation patterns.

Way forward:

The outlook for FY 2026-27 remains positive, supported by
the record budgetary allocations and the continued
execution of large scale railway infrastructure projects.

The Union Budget strategic focus has increasingly shifted
towards developing future-ready rail networks. A key
initiative is the planned development of seven new
intercity high-speed rail corridors spanning 4,000 Km.
These include routes such as Delhi-Varanasi and Mumbai-
Pune, along with several other strategic corridors.

StrategicTakeaways for EPC Players

Rising raw material costs and the implementation of
revised labour codes have heightened the importance of
operational efficiency and effective working capital
management. Concurrently, growth opportunities are
increasingly concentrated in technology-driven segments,
particularly signalling, telecommunications, and
automated train protection systems such as Kavach.

During the year under review, the division reported Gross
Revenue of ' 318 Crore as against ' 381 Crore during
previous year. The decline was primarily due to the
geopolitical situation in Bangladesh, which adversely
impacted the pace of execution of existing orders.
Performance was also affected by a lower order book, as
the division remained focused on completing orders in
hand and achieving financial closures of existing contracts.

The division has renewed its efforts to strengthen its order
book in the Rail EPC segment and remains focused on
pursuing growth opportunities to support business
expansion in the coming years.

Infra Rail & Green Energy - HME & BSD Division

Performance and Project Update

• The HME and BSD Division recorded a turnover of
'30.65 Cr during FY26 as against '57.40 Cr in the
previous year.

• All long-pending contracts under both the HME and
BSD Division have been successfully completed and
are in the final stages of handover to the respective
clients.

Major Milestones:

• Subansiri HE Project: All Hydro Mechanical (HM)
works for India's largest hydro project (2,000 MW)
have been completed. The handover process is
currently underway.

• Mizoram Bridge Project (BSD): The project has
been formally handed over to NFR and the work
completion certificate has been received.

• Arun III Hydro Project (Nepal): Work under the
Joint Venture with M/s SSFML, Nagpur is progressing
well. Fabrication and erection of penstock ferrules
are currently in progress.

• Farakka Project: The project is targeted for
completion by October 2026.

The outstanding order book as of April 1, 2026, was
'9.8 Cr. The balance profit share from Joint Venture work
was ' 8.7 Cr.

Way forward:

The division has recently been mandated to pursue new
business opportunities and is actively participating in
tenders floated by Public Sector Undertakings and Private
Institutions to strengthen its order book.

Infra Electrical Division

The Infra Electrical Division recorded its highest ever
revenue of '610 Cr during FY26, registering a 66.1% YoY

growth. The division maintained a strong order book of
'1,882 Cr, providing visibility for future growth and
execution.

Key achievements during the year include:

• Commissioning of the 132 KV Maharajpur
Transmission Line for CSPTCL

• Commissioning of the 220 KV Jabalpur Transmission
Line for MPPTCL

• Commissioning of the 220 KV Mainpur Transmission
Line for MPPTCL

• Continued maintenance of 5,000 km of Electrical
Assets for Indian Railways

The division continues to strengthen its presence in KV
Traction Power Supply segment in FY 2026-27and is
executing projects across various railway zones.

Subsidiaries, Associate and JointVentures

Texmaco's group structure includes multiple subsidiaries,
associate and joint ventures that contribute significantly to
revenue, reach, and innovation.

A Report on the performance and financial position of each
of the subsidiaries, associate and joint ventures as included
in Note No. 1.66 to the Standalone Financial Statement of
the Company is provided in Form AOC-1 and forms a part
of this Annual Report.

Subsidiaries include:

i. Saira Asia Interiors Pvt. Ltd.

ii. Texmaco Nymwag Rail & Components Private
Limited

(formerly known as Belur Engineering Private
Limited)

iii. Texmaco Transtrak Pvt. Ltd.

iv. Texmaco Defence Technologies Limited
(formerly known as Texmaco Rail Electrification
Limited)

v. Texmaco Rail Systems Pvt. Ltd.

vi. Belgharia Engineering Udyog Pvt. Ltd.

vii. Texmaco Middle East DMCC

During the year under review, Texmaco West Rail Limited
(formerly known as Jindal Rail Infrastructure Limited)
ceased to be subsidiary of the Company on account of
merger with the Company pursuant to the Order of the
Hon'ble NCLT Kolkata Bench dated 4^th August, 2025.

Further, Panihati Engineering Udyog Private Limited has
become an associate Company from subsidiary due to
dilution of stake on account of fresh issuance of equity
shares to new investors from the promoter group of the
Company.

JointVentures include

i. Touax Texmaco Railcar Leasing Pvt. Ltd.

• Fleet comprised 32 rakes during FY26 under
long-term contracts with tenures ranging from
10 to 15 years.

• Revenue from lease rentals during the year was
' 97.77 Cr as compared to '81.33 Cr in the
previous year, reflecting a growth of
approximately 20.21%.

• During the year, the Company was awarded a
new lease of 8 BLSS rakes for a period of 10
years. Further, the lease term of 2 BLCM rakes
with a Container Train Operator was extended
from 10 years to 12 years.

• Received enquiries from existing and
prospective customers for the leasing of
approximately 20 additional rakes. Supported
by innovative funding and investment
structures currently under evaluation, the
Company expects to sign additional lease
agreements in the coming year.

ii. WabtecTexmaco Rail Pvt. Ltd.

During FY26, the Company continued operations across
wagon components and brake systems for Indian Railways.
Revenue for the year was '114.54 Cr, with profit before tax
of ' 22.51 Cr. Performance was impacted by the
discontinuation of Receiver assembly exports to Wabtec de
Mexico and a decline in Draft Gear sales attributable to
reduced wagon production volumes in India.

The Company executed supplies of Draft Gears, Receivers,
and Brake Systems at scale and conducted Indian Railways
trials of the Onboard Brake System Health Monitor (BSHM)
in 2025. Technical demonstrations of the Wabtec ASCTD
were completed on BOXNHL and BOXNS wagons, with a
final demonstration to RDSO currently planned.

The Company is taking active steps for registration as
supplier with RDSO for supply of C3W DV assemblies and
additional accessory items. The Company collaborated
with Texmaco on the development of a modern freight car
design for prospective Indian Railways tenders.

The order book as of 1^st April 2026 was ' 29.76 Cr. Approvals,
technical demonstrations, and freight car design
development are in progress, provide visibility into a
pipeline of potential future orders.

R&D Activities

The Company's R&D initiatives focus on comprehensive
new product development, continuous process
improvement, enhanced quality systems, cost
optimization, sustainability, and expansion into global
export markets, with the objective of strengthening overall
competitiveness and long-term growth.

1. New Product & Export Market Development

i. Mining Products (Australia Market):

Developed advanced BOGET-type mining
products with precise control over dimensions,
geometry, and material properties to meet
stringent international standards. This has
strengthened export opportunities, enhanced
product acceptance and reinforced long-term
customer confidence in global markets.

ii. Coupler & Wagon System (Africa Market):

Developed a completely new coupler and
associated wagon components using reverse
engineering. This initiative has enhanced
in-house design capabilities, increased
engineering confidence and created strong
potential for export growth and future product
patenting.

iii. Trinity Manway Covers (North America):

Developed high performance products that
comply with AAR standards and withstand
extreme environmental conditions. Successfully
qualified by Trinity Rail, USA, with ongoing
validation, demonstrating strong potential for
long-term business collaboration and sustained
export volumes.

iv. Passenger Coach Couplers (India):

Successfully developed and supplied tight lock
(H-type) couplers, marking a strategic entry into
the passenger segment and expanding beyond
traditional freight applications, thereby opening
new opportunities within the Indian market.

v. Locomotive Yoke Components (USA):

Developed high-precision Mark 325 yoke
and follower components with tight tolerances
and critical geometries. Samples were
manufactured, inspected and submitted for
approval, enabling entry into a new locomotive
segment.

2. Design & Engineering R&D

i. Centre Pouring Process: Implemented an
advanced centre pouring technique improving
metal flow, casting quality, reducing defects,
and achieving significant cost savings through
lower finishing requirements, reduced rework
and improved yield.

ii. Method Optimization for Bolsters: Optimized
casting design parameters including
wall thickness and geometry, achieving
approximately 5% weight reduction while
maintaining strength, performance, and
dimensional stability.

iii. Core Locking Innovation: Developed an
innovative auto core-locking mechanism that
eliminates chaplet dependency, ensures
uniform wall thickness, reduces rejection rates
and improves casting reliability in field
applications.

3. Process & Operational Optimization

i. Sand Reclamation: Reduced fresh sand
consumption by approximately 25%, lowered
resin and catalyst usage, minimized waste
generation and improved environmental
sustainability along with cost savings.

ii. Weldable Crossing Scale-Up: Increased
production threefold post RDSO approval
through optimized process control, supporting
modernization of railway infrastructure and
improving operational efficiency.

4. New Business Development

i. Australian Couplers: Development remains
under validation stage, with material test
samples currently being evaluated, showing
strong future business potential upon approval.

ii. European Market Entry (Wabtec - TF25
Bogie): Executed pilot order with Class I quality
compliance. Subsequent tooling orders have
been received, opening new export
opportunities and strengthening the Company's
global presence.

5. Product Performance Enhancement

i. Hardness Profiling: improved wear resistance
and extended product life.

ii. Tempering Optimization: Achieved higher
hardness (~444 HB) while maintaining impact
strength.

iii. Peening Improvements: Resolved peening
issues, enhancing surface quality, durability, and
component reliability.

6. R&D Infrastructure Development

i. Advanced Spectro System: Installed a 27-
channel advanced spectro system with nitrogen
analysis capability, enhancing testing accuracy,
repeatability and overall quality assurance.

ii. Furnace Conversion with SCADA: Converted

oil-fired furnaces to gas-based systems with
SCADA integration, improving temperature
control, energy efficiency, emission reduction
and enabling digital monitoring.

iii. Radiography Certification: Achieved ASME
Section VIII radiography certification, enhancing
non-destructive testing capability and
expanding into pressure vessel applications.

iv. NABL Accreditation - Raipur Laboratory: The

second metallurgical laboratory at Urla is
undergoing NABL accreditation as per ISO/IEC
17025. The final audit has been completed and
report is awaited which will enhance credibility
and testing scope.

v. AAR M-1003 Approval - Raipur Foundry: The

Raipur foundry is under AAR M-1003 approval,
similar to Kolkata unit, with certification
targeted by October 2026, enabling supply to
the USA market and expanding export
capability.

7. Technology Commercialisation

3D Scanning System: Implementation an in-house
advanced 3D scanning system, improved inspection
accuracy, reduced reliance on outsourcing, and
enhancing turnaround time for quality verification.

8. Digitalisation & Automation

i. Digital Shadowgraph System: Enabled precise
inspection of micro profiles, threads, and Charpy
test specimens, improving measurement
accuracy and repeatability.

ii. Barcode-Based Traceability System:

Automated barcode generation with full
integration of quality data, improving
traceability, eliminating manual errors, and
enhancing customer satisfaction.

These R&D initiatives have contributed significantly to
product innovation, operational excellence, quality
enhancement, cost reduction and digital transformation.
They have further supported global market expansion,
reinforcing the Company's position as a leading

manufacturer of high-precision engineering components.
IT Services

During the year under review, the IT Department focused
on three main areas:

i. ERP Optimization - Following the earlier
migration to Oracle Fusion Cloud, efforts shifted
to system optimization, performance
monitoring, and user support to maximize the
platform's benefits in terms of efficiency,
scalability, and availability.

ii. Cybersecurity - The Company strengthened its
security posture through endpoint protection,
email security, regular vulnerability
management, patching, and user awareness
training to counter evolving cyber threats.

iii. IT Governance & Service Delivery - The team
maintained high system uptime, supported
digital business processes, and ensured
compliance with internal IT governance and
security standards, strengthening overall
operational resilience.

Your Company is committed to technology-driven
innovation and a secure, sustainable digital environment
in line with long-term strategic goals.

CORPORATE SOCIAL RESPONSIBILITY

Your Company maintains an unwavering dedication to
community service and human welfare. This commitment
manifests through strategic partnerships with
neighbouring communities via comprehensive CSR
initiatives spanning Education, Health, Sports,
Environment, Women Empowerment and Community
Welfare.

CSR at Texmaco is rooted in compassion, inclusion, and
action - making a real impact beyond business. The
Company operates under a comprehensive Corporate
Social Responsibility policy which is being updated from
time to time in line with amendment in statutory
regulations. The weblink for accessing such policy is:
https://www.texmaco.in /wp-content/
uploads/2024/11/CSR POLICY TEXRAIL.pdf

During the year under review, the Company has fulfilled its
statutory CSR obligation (net) of ' 282.70 Lakhs
comprising direct expenditure of ' 206.59 Lakhs on various
CSR activities and transferred '76.13 Lakhs to the Unspent
CSR Account towards long-term ongoing projects against
statutory obligation of ' 282.70 Lakhs, in accordance with
Section 135(6) of the Act. The total amount spent on CSR
initiatives amounting to '282.72 Lakhs exceeded
marginally from the statutory obligation by ' 0.02 Lakhs,
which is available for set-off in the succeeding financial
year. Your Company follows an outcomes-driven approach
to CSR, focusing on measurable impact rather than mere
execution of activities.

During the year under review, the Company undertook
several impactful CSR initiatives aligned with the
objectives specified under Schedule VII of the Companies
Act, 2013. These initiatives were designed to create
sustainable social impact by addressing critical needs in
the areas of healthcare, nutrition, education, and sports,
thereby contributing to the overall well-being and socio¬
economic development of communities. The major
programmes undertaken during the year are summarised
below:

• Mental Health Awareness Programme: The

Company supported initiatives aimed at promoting
mental health awareness and emotional well-being
among school students through awareness
campaigns and preventive healthcare interventions.
The programme sought to encourage early
awareness, reduce stigma associated with mental
health issues and foster a supportive environment
for overall well-being, in accordance with Schedule
VII, Clause (i) relating to promoting healthcare,
including preventive healthcare and mental
healthcare.

• Mid-Day Meal Programme: The Company
supported the implementation of the PM POSHAN
Scheme by contributing towards the nutritional
requirements of school-going children.The initiative
aimed to improve the nutritional status and overall
well-being of students, encourage regular school
attendance and create an enabling environment for

effective learning. By addressing classroom hunger
and supporting educational continuity, the
programme contributed to improved learning
outcomes and holistic child development, in
alignment with Schedule VII, Clause (i) relating to
eradicating hunger, poverty and malnutrition and
Clause (ii) relating to promoting education,
including employment-enhancing vocational skills.

• Promotion of Sports: The Company supported
projects/programmes for the promotion of sports
and development of sports infrastructure,
particularly for rural and underprivileged
communities. The initiative aimed to encourage
physical fitness, nurture sporting talent and create
opportunities for inclusive participation in sports, in
accordance with Schedule VII, Clause (vii) relating to
training to promote nationally recognised sports.

• School Infrastructure Upgradation: The Company
supported the strengthening and modernisation of
educational infrastructure through improvements
in school facilities and learning environments, with
the objective of creating safe, inclusive and
conducive spaces for quality education. As part of
these initiatives, the Company also supported the
installation of a renewable energy system at a
school, promoting sustainable and energy-efficient
educational infrastructure. These interventions
reflect the Company's commitment to enhancing
educational outcomes while integrating
environmental sustainability into community
development initiatives, in alignment with Schedule
VII, Clauses (ii) and (iv) of the Companies Act, 2013,
relating to promoting education, including
employment-enhancing vocational skills, and
ensuring environmental sustainability.

The complete Annual Report on CSR activities is provided

in Annexure A and forms part of this Report.

GREEN INITIATIVE

Your Company remains steadfast in its commitment to

minimize its carbon foot prints and continues to embrace a

sustainability initiative with the aim of going green and
minimising the repercussion on the environment. Your
Company had already adopted the green initiative by
dispatching the Annual Report, Notices, other
communications, etc., through e-mail to its Shareholders,
whose e-mail address are registered with relevant
Depository Participants / RTA / Company. Shareholders
who have not registered / updated their e-mail addresses
are requested to support this initiative by registering /
updating their e-mail address for receiving Annual Report,
Notices, other communications, etc. through e-mail. The
Ministry of Corporate Affairs ('MCA') and the Securities and
Exchange Board of India has issued relaxations from
sending printed copy of Annual Report, Notice of the
Annual General Meeting ('AGM'), etc. to the Shareholders
for the AGM to be held in the year 2026.

With objective of supporting the Green Initiative and in
view of the above-mentioned relaxations, your Company is
dispatching the Annual Report & Notice of the AGM along
with other documents required to be annexed thereto to
the Shareholders through e-mail at their registered e-mail
address. Such documents are also available on the website
of the Company at www.texmaco.in

Further, those Shareholders who have not yet registered
their e-mail address are requested to follow the procedure
as mentioned in the Note to the Notice calling AGM to
receive the Annual Report & the Notice of the AGM and
other documents relating thereto through electronic
mode and to enable their participation in the AGM.

PARTICULARS OF EMPLOYEES

The number of employees as at 31^st March 2026 was 1984.
In terms of the provisions of Section 197(12) of the Act, read
with Rules 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits
set out in the said rules is enclosed as Annexure B and
forms part of this Report.

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are enclosed as
Annexure C and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Disclosures relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as
required under Section 134(3)(m) of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014, are enclosed as
Annexure D and forms a part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Meetings of the Board

During the year under review, 6 (Six) Board Meetings were
held on the following dates:

. 16^th May, 2025 . 11^th November, 2025

. 13^th August, 2025 . 9^th February, 2026

. 27^th August, 2025 . 31^st March, 2026

Criteria for Appointment of Directors and
Remuneration Policy

The Nomination and Remuneration Committee has
approved the criteria to determine the appropriate
characteristics, skills and experience for the Board as a
whole and its individual members with the objective of
having a Board of eminent qualified professionals,
entrepreneurs with diverse backgrounds and experience
in business, governance, education and public service. The
criteria include the matrix of skills / expertise /
competencies as specified by the Board for identifying
individuals to serve as a Director on the Board.

Your Company has in place a well-defined Remuneration
Policy for Directors, Key Managerial Personnel and other
employees of the Company. The Nomination and
Remuneration Committee periodically reviews the policy
to ensure that it is aligned with the requirements under the
applicable laws.

The policy ensures equity, fairness and consistency in
rewarding the employees on the basis of performance
against set of objectives. The policy is available on the
Company's website. The weblink for accessing such policy
is: https://www.texmaco.in /wp-content/uploads/
2023/01/REMUNERATION POLICY TexRail.pdf

Change in Directors and Key Managerial Personnel

Re-appointments:

During the year, based on the recommendation of the
Nomination and Remuneration Committee, the Board of
Directors approved the re-appointment of Mr. Saroj Kumar
Poddar (DIN: 00008654) as Executive Director and
Chairman of the Company for a period of 5 (five) years with
effect from 25^th September, 2025; Mr. Indrajit Mookerjee
(DIN: 01419627) as Executive Director and Vice-Chairman
of the Company for a term of 1 (one) year with effect from
2^nd April, 2026; Mr. Sudipta Mukherjee (DIN: 06871871) as
Managing Director of the Company for a period of 5 (five)
years with effect from 1^st June, 2026; and Mr. Ashok Kumar
Vijay (DIN: 01 103278) as Executive Director of the
Company for a term of 1 (one) year with effect from
1^st January, 2026. All the aforesaid re-appointments were
subsequently approved by the shareholders at the
27^th Annual General Meeting of the Company held on
22^nd September, 2025.

Appointment and Redesignations:

Subsequent to the Financial year under review, Mr. Akshay
Poddar (DIN: 00008686) was designated as Co-Chairman of
the Company with effect from 12^th May, 2026. He continues
to serve on the Board as a Non-Executive Director. The
redesignation reflects his enhanced strategic leadership
role and continued contribution to the Company's long¬
term growth and governance.

Mr Sandeep Kumar Sultania was appointed as the
Company Secretary & Compliance Officer of the Company

w.e.f. 1^st April 2025 in place of Mr Kishor Kumar Rajgaria,
who was redesignated as the CFO of the Company w.e.f.
1^st April 2025.

Resignation/ Cessation:

There were no resignation/cessation of Directors and Key
Managerial Personnel in the Company during the year
under review.

Retire by rotation:

Mr. Akshay Poddar (DIN: 00008686), Non-Executive
Director & Co-Chairman and Mr. U. V. Kamath (DIN:
00648897), Executive Director, retires by rotation at the
ensuring AGM of the Company and being eligible, have
offered themselves for re-appointment.

Board Evaluation

Your Company has in place a Policy for performance
evaluation of the Board, Committees of the Board and
individual Directors, by fixing certain criteria, duly
approved by the Nomination and Remuneration
Committee and adopted by the Board. The criteria for the
evaluation includes their attendance, acquaintance with
business, communication between Board members,
effective participation, functioning as Members of the
Board or Committees of the Board, domain knowledge,
compliance with the Codes and vision of the Company, etc.

A structured questionnaire, which cover various aspects of
the Board functioning such as Director's strength and
contribution, specific duties, obligations, etc. evolved
through discussions within the Board, has been used for
this purpose. Further, on the basis of performance review
by Independent Directors at their separate meeting held
on 26^th March, 2026 and recommendations of the
Nomination and Remuneration Committee, a process of
evaluation was followed by the Board for its own
performance and that of its Committees and individual
Directors. Furthermore, the evaluation of the Independent
Directors was performed by the Board. The evaluation
criteria comprised assessing the various parameters
including oversight and effectiveness of the Board,
performance of the Directors, expertise /skills /

competencies as possessed by the Directors in the context
of the business of your Company, contribution to the
strategic planning, etc. Based on the evaluation exercise,
the Board expressed overall satisfaction with the
functioning of the Board and its Committees, and the
performance of individual Directors.

Further, the Board ensured that the evaluation of Directors
was carried out without the participation of the Director
who was subject to evaluation.

Declaration by Independent Directors

All Independent Directors of your Company have given the
declaration that they meet the criteria of independence as
laid down under the Act and Listing Regulations.

The Board of Directors of your Company took on record the
declaration submitted by the Independent Directors after
undertaking due assessment of their independence from
the Management. The Independent Directors of your
Company have also confirmed their registration with the
Independent Directors' databank maintained by the
Indian Institute of Corporate Affairs.

The Board is of the opinion that all the Independent
Directors possess the requisite integrity, expertise and
experience (including proficiency) to fulfil their duties to
act as such.

AUDIT COMMITTEE AND AUDITORS

Composition of Audit Committee

The composition of the Audit Committee is provided in the
Report on Corporate Governance as attached to this
Report.

Statutory Auditors and Auditor's Report

At the 24^th AGM held in the year 2022, Messrs L. B. Jha & Co.
LLP, Chartered Accountants, Statutory Auditors of the
Company, were appointed by the Shareholders to hold the
office as such from the conclusion of 24^th AGM until the
conclusion of 29^th AGM of the Company.

The Auditors' Report on the standalone financial
statement for FY 2025-26 does not contain any
qualification, reservation or adverse remark, except a
qualified opinion in respect of creation of a one-time
provision of '700 Crores from free reserves in the
Standalone Financial Statements for the year ended 31^st
March, 2026. The Board wishes to inform the Members
that Note No. 1.37 to the Standalone Financial Statements
in this regard is self-explanatory i.e. contingencies for
which provision has been made, would arise neither
because of operational issues, nor would be attributable to
identifiable individual risks or a single reportable year for
which operating performance of the company is reported.
Under these circumstances, it is appropriate to carve out
such provision from free reserves.

Consolidated Financial Statements

In accordance with the applicable provisions of the Act
read with Rules and IND-AS 110 issued by the Institute of
Chartered Accountants of India, consolidated financial
statements have been prepared on the basis of financial
statements received from subsidiaries, associates and joint
ventures as approved by its Board, forms part of this
Annual Report.

The Statutory Auditors have issued qualified opinion in
their report on the Consolidated Financial Statements in
respect of the provision for contingencies of '700 Crore
created from free reserves. The Board wishes to inform the
Members that Note No. 1.37 to the Standalone Financial
Statements is self-explanatory in this regard.

Those Charged with Governance

Pursuant to the circular dated 7^th January 2026 issued by
the National Financial Reporting Authority (NFRA), the
Board of Directors identified Those Charged With
Governance ('TCWG') to facilitate effective communication
between the Statutory Auditors and Those Charged With
Governance on significant audit and Financial reporting
matters.

Cost Auditors

Your Company has appointed Messrs DGM & Associates,
Cost Accountants, for conducting the Cost Audit for FY'26
in terms of the provisions of the Act and the Companies
(Cost Records and Audit) Rules, 2014.

The Board on the recommendation of the Audit
Committee, at its Meeting held on 12^th May, 2026 has
approved the re-appointment of Messrs DGM & Associates,
Cost Accountants (Firm Registration No. 000038), as the
Cost Auditors to conduct the Audit of the Cost Records of
the Company for the FY'27 at a remuneration of
INR 2,70,000 (Rupees Two Lakh Seventy Thousand) plus
applicable taxes. The proposal for the ratification of the
remuneration payable to Messrs DGM & Associates is being
placed at the ensuing AGM for the approval of
Shareholders.

In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records and
accordingly, such accounts and records are made and
maintained.

Secretarial Auditor and Auditor's Report

At the 27^th AGM held in the year 2025, Messrs S. R. &
Associates, Practicing Company Secretaries, Secretarial
Auditors of the Company, were appointed by the
Shareholders for a period of 5 (Five) years commencing
from FY 2025-26 to FY 2029-30 in terms of the provisions of
the Act & the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the Listing
Regulations.

The Secretarial Audit Report in Form MR-3 is enclosed as
Annexure E and forms a part of this Report.

Whistle-Blower Policy

The details on the Whistle Blower Policy are provided in the
Report on Corporate Governance as attached to this
Report.

INTERNAL FINANCIAL CONTROLS AND RISK
MANAGEMENT

The Company maintains a robust system of internal
controls, that is appropriate for the nature and scale of its
operations. The designated system ensures that all
transactions are authorised, recorded and reported
correctly and assets are safeguarded and protected against
loss from unauthorised use or disposition. In addition,
there are operational and fraud risk controls, covering the
entire spectrum of internal financial controls, aligned with
the size and the nature of the Company's operations.

The Board has re-appointed Deloitte Touche Tohmatsu
India LLP, as the Internal Auditor of the Company for the
financial year 2026-27. The Audit Committee considers and
reviews the I nternal Audit Report on a quarterly basis.

The Audit Committee periodically reviews the internal
control system to ensure that it remains effective and
aligned with the business requirements of your Company.

The Company's Risk Management objectives include
monitoring and reviewing its Risk Management Plan,
which involves identifying and addressing various
elements of risk. The Company has established a Risk
Management Policy and a comprehensive framework to
mitigate potential losses from systematic issues. This Policy
encompasses processes for risk assessment, identification
of both internal and external risks, including cyber security
risks, and outlines detailed procedures for risk evaluation
and mitigation. The web link for accessing such policy is
https://www.texmaco.in/wp-content/uploads/2024/
11/Risk-Management-Policy.pdf

Your Company is having a Risk Management Committee
('RMC') duly constituted by the Board of Directors of the
Company. The composition of the RMC is provided in the
Report on Corporate Governance which forms a part of this
Report.

The Risk Management Committee periodically reviews the
Policy to ensure its effectiveness.

DISCLOSURES

(a) There has been no change in the nature of business

of the Company during the year under review.

(b) There are no significant and material orders passed
by any Regulators / Courts / Tribunals that would
impact the going concern status of the Company
and its future operations.

(c) There are no material changes and commitments
affecting the financial position of the Company
which have occurred between the end of financial
year and the date of this Report.

(d) There were no instances of fraud reported by the
Auditors in the Company, during the year under
review.

(e) There was no application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016, during the year under review.

(f) There was no instance of One Time Settlement of
loans availed from Banks/Financial Institutions,
during the year under review.

(g) During the year, based on the recommendation of
the Nomination & Remuneration Committee, the
Board of Directors at its meeting held on 31^st March,
2026, had approved formulation of Texmaco Long
Term Incentive Plan ("LTIP") Scheme 2026 for Key
Executives of the Company, subject to Shareholders
approval as per SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.

(h) Share Capital

During the year, the Paid-up share capital was
increased from ' 39,94,67,302 to ' 40,68,64,572
pursuant to issue of equity shares on conversion of
73,97,270 warrants on 9^th October, 2025.The Paid-up
share capital of the Company as at 31^st March 2026
was ' 40,68,64,572.

For details on the changes in the Company's share
capital during the year, including the allotment of
equity shares pursuant to conversion of warrants,
please refer to the Corporate Governance Report
forming part of this Annual Report as Annexure F.

(I) Deposits

During the FY'26, the Company has not accepted
any Deposit under the provisions of the Act.

(j) Disclosures under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Your Company has in place an Internal Complaints
Committee ('ICC'), formed in accordance with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules framed thereunder to
promote safe & healthy working environment and
to redress complaints received regarding sexual
harassment.The ICC meets at regular intervals.

Further, your Company has a Policy on prevention of
Sexual Harassment in accordance with the said Act
and Rules.

No case of sexual harassment was received or
reported during the year under review.

(k) Compliance with Secretarial Standards

The Company has duly complied with the necessary
requirements of the Secretarial Standards (SS-1 and
SS-2) relating to Board Meetings and General
Meetings, as issued by the Institute of Company
Secretaries of India.

(l) Compliance with The Maternity Benefit Act, 1961

Your Company has in place a Policy on Maternity
Benefit in accordance with the Maternity Benefit
Act, 1961, as amended. The Company is compliant
with all applicable provisions of the said Act and the
rules framed thereunder and provides maternity
benefits to all of its women employees.

(m) As a part of company's risk management policy, the
financial risks mainly relating to changes in the
exchange rates are hedged by using a combination
of forward contracts, besides the natural hedges as
per detail given in Note No. 1.52 of Standalone
financial statement.

OTHER INFORMATION
Annual Return

The copy of the Annual Return in the prescribed format
is available on the website of the Company. The weblink
for accessing Annual Return is: https://www.
texmaco.in/investors-relation/annual-reports/

Dividend Distribution Policy

Your Company has in place a Dividend Distribution Policy
in line with the requirements of the Listing Regulations.

The web link for accessing such policy is:
https://www.texmaco.in/wp-content/uploads/
2023/01/Dividend Distribution Policy.pdf

Corporate Governance

Report on Corporate Governance pursuant to the Listing
Regulations is enclosed as Annexure F and forms a part of
this Report.

Business Responsibility & Sustainability Report

Business Responsibility & Sustainability Report pursuant to
the Listing Regulations is enclosed as Annexure G and
forms a part of this Report.

Loans, Guarantees and Investments

The details of Loans, Corporate Guarantees and
Investments made during the financial year under the
provisions of Section 186 of the Act have been disclosed in
the financial statements of the Company.

Related Party Transactions

An omnibus approval from the Audit Committee for the
financial year was obtained for the transactions which are
repetitive in nature. All related party transactions were
reported to and approved by the Audit Committee. The
details of such transactions were also placed before the
Audit Committee and the Board for their review, on a
quarterly basis. During the year, there was no material
related party transaction entered by the Company and as
such disclosure in Form AOC-2 is not required.

All related party transactions took place during the FY'26
were entered in the ordinary course of business and on
arm's length basis.

The Company has in place a policy on dealing with related
party transactions and the same is disclosed on the
Company's website. The web link for accessing such policy
is: https://www. texmaco.in/wp-content/ uploads/2025/
11/Related-Party-Transactions-Policy.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

[PURSUANT TO 134(3)(c) READ WITH 134 (5) OF THE
COMPANIES ACT, 2013 AND SCHEDULE II PART C
(A)(4)(a) OF LISTING REGULATIONS]

Your Directors state that:

(a) in the preparation of the Annual Financial
Statements for the financial year ended
31^st March, 2026, the applicable accounting
standards had been followed along with proper
explanation relating to material departures;

(b) relevant accounting policies are applied
consistently and the judgments and estimates
made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

(c) proper and sufficient care had been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

(d) the Annual Financial Statements of the Company
have been prepared on a going concern basis;

(e) they had laid down internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f) they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

ACKNOWLEDGEMENT

The Board wishes to place on record their appreciation for the co-operation, support and valuable services received from
the employees, shareholders, banks, government agencies and all other stakeholders.

For and on behalf of the Board

Dated: 12^th May, 2026 S. K. Poddar

Place: Kolkata Chairman

DIN:00008654