Texmaco Rail & Engineering Ltd. Belgharia Works ctN 129261 WB 1 998PLC0B7 404

23'dMay,2022

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - ⁴⁰⁰⁰⁵¹ Symbol - TEXRAIL

BSE Limited P. J. Towers, Dalal Street, Mumbai - ⁴⁰⁰⁰⁰¹ Scrip Code - ⁵³³³²⁶

Dear Sirs,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Postal Ballot Notice dated 20th May, 2022 ('Notice') seeking approval of the Members of the Company through postal ballot by electronic means only ('remote e-voting') in relation to the business as set out in the Notice.

The Notice is being sent through electronic mode to all the Members whose names appear in the Register of Members / list of beneficial owners as received from National Securities Depository Limited / Central Depository Services (lndia), Limited as on Friday, 20th May, 2022 i.e. the cut-off date fixed for the purpose of casting of votes by the Members.

In accordance with the provisions of the Companies Act, 2013 read with the relevant circulars issued by the Ministry of Corporate Affairs and in view of the difficulties arising due to ongoing COVID-I9 pandemic, the Notice is being sent through email only and accordingly, approval of the Members is being sought through remote e-voting. The Company has availed the services of M/s. KFin Technologies Limited (formerly KFin Technologies Private Limited), who is also the Registrar & Share Transfer Agent of the Company, for providing remote e-voting facility to the Members for exercising postal ballot. The remote e-voting period will commence at 9:00 a.m. on Tuesday, 24'h May, 2022 and shall end at 5:00 p.m. on Wednesday,22d June, 2022. The said e-voting facility will be disabled thereafter.

Upon completion of the scrutiny of the votes cast through remote e-voting, the results of the postal ballot will be announced on or before Friday,24th June, 2022.

The Notice is also made available on the website of the Company at www.texmaco.in.

This is for your information and record.

Thanking you,

Yours faithfully, For Texmaco Rail & Limited

• _f /d Q.r

700 056, Ph. : +91 033 2569 1500, Fax :2541 172212448 REGD. OFFICE : Belgharia, E-mail : [email protected], Website : www.texmaco.in

TEXMACO RAIL & ENGINEERING LIMITED

CIN: L29261WB1998PLC087404 Registered Office: Belgharia, Kolkata - 700056 Phone No.: (033) – 2569 1500; Fax No.: (033) – 2541 2448; Website: www.texmaco.in; Email: [email protected]

POSTAL BALLOT NOTICE

NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 READ WITH RULES 20 & 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

Notice ('Notice') is hereby given pursuant to Section 110 of the Companies Act, 2013 ('Act') and other applicable provisions, if any, of the Act read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014, General Circular No. 3/2022 issued by the Ministry of Corporate Affairs read with other circulars issued for this purpose from time to time ('MCA Circulars'), all other applicable rules framed under the Act, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), and the Secretarial Standards issued by the Institute of Company Secretaries of India and other applicable laws, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted hereinafter, to the Members of Texmaco Rail & Engineering Limited ('Company'), to consider and if thought fit to pass the Resolution as set out below through postal ballot by electronic means only ('remote e-voting').

The proposed Resolution along with the explanatory statement pursuant to Section 102 of the Act and other applicable laws, setting out the material facts and the reasons thereof, is appended to this Notice. Only Members of the Company as on Friday, 20th May 2022 (i.e., the cut-off date) are entitled to vote on the proposed Resolution, and any other person who is not a Member of the Company as of the cut-off date shall treat this Notice for information purpose only.

In compliance with the MCA Circulars and in view of the circumstances arising due to ongoing COVID-19 pandemic requiring social distancing, the Company is sending the Notice only in electronic form. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the Company is providing the remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The Members can vote on the Resolution only through remote e-voting facility. Assent or dissent of the Members on the Resolution mentioned in the Notice would be taken only through the remote e-voting.

The Company has availed the services of M/s. KFin Technologies Limited (formerly KFin Technologies Private Limited), who is also the Registrar & Share Transfer Agent of the Company, for providing remote e-voting facility for exercising postal ballot.

The Board of Directors of the Company has appointed Ms. Geeta Roy Chowdhury, Practicing Company Secretary (Membership No. F7040) as the Scrutinizer, who consented to act as such, to conduct the process of the postal ballot by electronic means, in a fair and transparent manner.

The remote e-voting period commence at 9:00 a.m. on Tuesday, 24th May 2022 and ends at 5:00 p.m. on Wednesday, 22nd June 2022.

The Resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting i.e. Wednesday, 22nd June 2022.

You are requested to peruse the proposed Resolution along with the explanatory statement and thereafter record your assent or dissent by means of remote e-voting facility, as provided by the Company.

SPECIAL BUSINESS:

Item No. 1: Appointment of Mr. Amitabha Guha (DIN: 02836707) as an Independent Director of the Company.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ('Act') and the Rules framed thereunder, and the applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Amitabha Guha (DIN: 02836707), who was appointed as an Additional Director of the Company by the Board of Directors effective 6th May 2022 in terms of Section 161 of the Act, being eligible and fulfilling the criteria of independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a period of 3 (three) years with effect from 6th May 2022."

NOTES AND INSTRUCTIONS:

In view of the circumstances arising due to ongoing COVID-19 pandemic requiring social distancing, the Ministry of Corporate Affairs ('MCA') vide General Circular No. 3/2022 read with other circulars issued for this purpose from time to time ('MCA Circulars') has permitted the companies to transact items through postal ballot in accordance with the framework provided therein, in compliance with the applicable provisions of the Companies Act, 2013 ('Act') & the Rules framed thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

• 1. The Explanatory Statement pursuant to Section 102 of the Act & Rules framed thereunder in respect of the business as set out in the Notice is annexed hereto.
• 1. (i) The Board of Directors of the Company has appointed Ms. Geeta Roy Chowdhury, Practicing Company Secretary as the scrutinizer to conduct the process of the postal ballot, by electronic means, in a fair and transparent manner.
• (ii) The Company has availed the services of M/s. KFin Technologies Limited ('KFin'), who is also the Registrar & Share Transfer Agent ('RTA') of the Company, for providing remote e-voting facility for exercising postal ballot.
• 1. In view of the difficulties arising out of ongoing COVID-19 pandemic, the Notice is being sent through email only and accordingly, the approval of the Members is being sought through remote e-voting. The Physical copies of the Notice along with Postal Ballot form and postage prepaid self-addressed business reply envelope are not being sent to the Members.
• 1. The Notice is being sent to/published/ displayed for all the Members whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited ('NSDL')/ Central Depository Services (India) Limited ('CDSL') as on Friday, 20th May 2022, in accordance with the provisions of the Act, read with the Rules framed thereunder and the framework provided under the MCA Circulars. The Notice will also be available on the website of the Company at www.texmaco.in and the Stock Exchanges, where the equity shares of the Company are listed i.e., BSE Limited (www.bseindia.com) & the National Stock Exchange of India Ltd. (www.nseindia.com) and KFin at https://evoting. kfintech.com/public/Downloads.aspx. The Company has

also made arrangements for the shareholders, who have not yet registered their email addresses to get the same registered by following the procedure as prescribed in this Notice.

• 1. The procedure for registering / updating the email address for those shareholders, who have not yet registered / updated the same, is mentioned below:
• a. Those shareholders who are holding shares in physical form and have not yet registered / updated their email address / mobile no. with the RTA / Company, are requested to visit the portal provided by the RTA at https://ris.kfintech.com/clientservices/mobilereg/ mobileemailreg.aspx to register / update their email address / mobile no.
• b. Alternatively, shareholders may send a scanned copy of request letter providing their email address and mobile no., duly signed by the shareholder (first shareholder in case of joint shareholding) along with cancelled cheque leaf & self-attested copy of PAN card at [email protected].
• c. Those shareholders who are holding shares in dematerialised form and have not yet registered/ updated their email address / mobile no. with their Depository Participant(s), are requested to register/ update their email address / mobile no. with the relevant Depository Participant(s).

The Company has also made arrangements to publish notice in newspapers namely, Financial Express and Aajkaal informing the shareholders the aforesaid procedure to register their email address with the Depository Participant(s)/ RTA/ the Company.

• 1. Corporate/Institutional Shareholders (i.e. other than Individuals, HUF, NRI, etc.) are required to send a certified copy of Board Resolution, Authority letter (PDF/JPG) etc., authorising their representative(s) to vote, to the Scrutinizer through e-mail at geetaroychowdhury@gmail. com with a copy marked to [email protected].
• 1. Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members as on Friday, 20th May 2022 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories i.e. NSDL & CDSL as on the cut-off date will be entitled to cast their votes by remote e-voting.
• 1. A Member cannot exercise his vote by proxy on postal ballot. All Members are requested to cast their votes only through remote e-voting as per the procedure provided herein.
• 1. The Resolution passed by the Members through postal ballot shall be deemed to have been passed as if it has been passed at a duly convened general meeting of the Members.

10. Remote e-voting

a. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the Company is providing the remote e-voting facility to its Members, to enable them to cast their votes on the Resolution proposed to be passed through Postal Ballot by way of electronic means.

E-voting Procedure for:

b. The instructions for remote e-voting are as under:

Access to Depositories e-voting system in case of individual shareholders holding shares in demat mode:

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020 on "e-voting facility provided by Listed entities", Individual shareholders holding shares in demat mode are allowed to vote through their demat accounts / websites of depositories / depository participants. Shareholders are advised to update their mobile number and email addresses in their demat accounts with their respective depository participants in order to access the e-voting facility.

Access of e-voting to Individual Shareholders holding shares in demat mode through their depository participants:

Shareholders can also login using the login credentials of their demat account number through the relevant Depository Participant registered with NSDL/CDSL for e-voting facility. Once logged in, Shareholders will be able to see e-voting option. Click on e-voting option and it will redirect to NSDL / CDSL Depository website after successful authentication.

Click on Company name ('Texmaco Rail & Engineering Limited') or e-voting service provider name ('KFin') and the shareholder will be redirected to e-voting service provider website for casting their vote during the remote e-voting period.

Important Note:

Members who are unable to retrieve User ID / Password are advised to use Forget User ID / Forget Password option available at websites of NSDL and CDSL.

Members facing any technical issue can contact NSDL / CDSL on the following details:

Access to KFin e-voting system in case of individual shareholders holding shares in physical mode and nonindividual shareholders holding shares in demat mode:

• i. Open your web browser during the remote e-voting period and navigate to https://evoting.kfintech.com/
• ii. Enter the login credentials (i.e. user ID and password mentioned in the email sent to those Shareholders, who have registered their email addresses). Your Folio No. / DP ID Client ID will be your user ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your vote.
• iii. Enter User ID and password as initial password / PIN in the window opened in step i. above. Click Login.
• iv. You will reach the Password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0- 9) and a special character (@, #, \$, etc.). The system will prompt you to change your password and update any contact details like mobile, e-mail address, etc., on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the 'EVENT' i.e. Texmaco Rail & Engineering Limited.

• vii. On the voting page, the Resolution description along with the number of equity shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the Resolution, enter all shares and click 'FOR'/ 'AGAINST' as the case may be or partially in 'FOR' and partially in 'AGAINST', but the total number in 'FOR' and/or 'AGAINST' taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option 'ABSTAIN' and the shares held will not be counted under either head.

• viii. Cast your vote by selecting an appropriate option and click on 'SUBMIT'.

A confirmation box will be displayed. If you wish to confirm your vote, click 'OK' else 'CANCEL' and accordingly modify your vote. Once confirmed, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times until you have confirmed your vote on the Resolution.

• ix. Any person who becomes a Member of the Company after the dispatch of the Notice and holds Equity Shares as on the cut-off date i.e., Friday, 20th May 2022 may approach KFin for issuance of the User ID and Password for exercising their right to vote by electronic means by the following procedure:
• a) If the mobile number of the Member is registered against Folio No. / DP ID Client ID, the Member may send SMS: MYEPWDE-voting Event number + Folio No. or DP ID Client ID to 9212993399.

Example for NSDL: MYEPWDIN12345612345678 Example for CDSL:

MYEPWD1402345612345678

Example for Physical: Event No. XXXXMYEPWDXXXX1234567

• b) If the email address or mobile number of the Member is registered against Folio No. / DP ID Client ID, then on the home page of https:// evoting.kfintech.com, the Member may click 'FORGOT PASSWORD' and enter Folio No. or DP ID Client ID and PAN to generate a password.
• c) Member may call KFin helpdesk at the toll free number 1800 309 4001.

• d) Member may send an email request to [email protected].

• The remote e-voting period commences at 9:00 a.m. on Tuesday, 24th May 2022 and ends at 5:00 p.m. on Wednesday, 22nd June 2022. During this period, Members holding equity shares of the Company either in physical form or in dematerialised form, as on the cut-off date i.e. Friday, 20th May 2022 may cast their vote electronically.

The e-voting module shall be blocked for voting thereafter. Once, the vote on a Resolution is cast by the Member, such Member shall not be allowed to change it subsequently.

• 1. In view of the ongoing COVID-19 pandemic and to adhere to social distancing measures and other safety precautions, all material and relevant documents referred to in the explanatory statement of this Notice are available for inspection through electronic mode only for the Members of the Company until the last date for exercising their votes through remote e-voting i.e., Wednesday, 22nd June 2022. Members seeking inspection of such documents are requested to send an email at evoting\_ [email protected]. Any query in relation to the Resolution proposed to be passed by postal ballot may be addressed to the Company Secretary of the Company at texrail\[email protected].
• 1. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting User Manual for Shareholders available at the download section of https://evoting.kfintech.com/ public/Faq.aspx or contact KFin helpdesk at Toll free No. 1800 309 4001 or any grievance may be addressed to KFin at [email protected] or may be addressed to the Company at the e-mail ID [email protected].
• 1. Upon completion of the scrutiny of the votes cast through remote e-voting in a fair and transparent manner, the Scrutinizer will submit its report to the Chairman of the Company, or any person duly authorised by him. The Chairman or any Director or any other person authorised by the Chairman shall declare the results of the postal ballot as per the statutory timelines. The results of the postal ballot will be announced on or before Friday, 24th June 2022. The results along with the Scrutinizer's report will also be posted on the websites of the Company i.e., www.texmaco.in, KFin i.e., https:// evoting.kfintech.com, and Stock Exchanges i.e., www. bseindia.com and www.nseindia.com. The Company will also display the results at its registered office. The Resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting i.e., Wednesday, 22nd June 2022.
• 1. Shareholders who are not the Members of the Company as on the cut-off date shall treat this Notice for information purpose only.

EXPLANATORY STATEMENT

Pursuant to the provisions of Section 102 of the Companies Act, 2013 & Rules framed thereunder

Item No. 1: Appointment of Mr. Amitabha Guha (DIN: 02836707) as an Independent Director of the Company.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee ('NRC') and subject to the approval of shareholders, has approved the appointment of Mr. Amitabha Guha as an Independent Director of the Company for a period of 3 (three) years with effect from 6th May 2022. The Company has received a valid notice in terms of Section 160 of the Companies Act, 2013 ('Act') from a Member of the Company proposing the candidature of Mr. Guha for the office of Director.

In terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations'), a listed entity is required to obtain the approval of shareholders for appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, the Company is seeking approval of Shareholders for appointment of Mr. Guha as an Independent Director of the Company by way of Postal Ballot.

In terms of the Listing Regulations, the appointment of Independent Director requires approval of the Shareholders by way of Special Resolution. Further, no listed entity shall appoint a person or continue the directorship of any person as non-executive director who has attained the age of 75 (seventyfive) years unless a Special Resolution is passed to that effect. Mr. Guha would be attaining the age of 75 (seventy-five) years during his tenure of directorship. The appointment of Mr. Guha is recommended to be approved by the Shareholders by way a Special Resolution for the aforesaid purposes.

Mr. Amitabha Guha, aged about 73 years, holds a Masters Degree in Science from University of Calcutta. Mr. Guha has specialized expertise in finance & banking having experience spanning around 4 decades. He has been a Banker throughout his life and has also served as the Managing Director in State Bank of Hyderabad and State Bank of Travancore apart from being the Deputy Managing Director of State Bank of India. Post his retirement, he joined South Indian Bank as Non – Executive Chairman and has since retired from there. Currently, Mr. Guha holds the position of Independent Director in various companies.

The Company has received consent from Mr. Guha to act as a Director and a declaration that he is not disqualified under Section 164 of the Act to act as such. Further, the Company has also received a declaration from Mr. Guha that he meets the criteria of independence as prescribed under Section 149 of the Act and the Listing Regulations.

Mr. Guha has also affirmed to the Company that he has registered himself with the databank maintained by the Indian Institute of Corporate Affairs (IICA) as an Independent Director in compliance with the prescribed Rules under the Act.

As per the opinion of the Board, he fulfils the criteria specified in the Act & the Rules framed thereunder and the Listing Regulations for his appointment as an Independent Director.

Further, the skills/expertise/competencies as identified for the Directors by the NRC as well as the Board and required in the context of the business(es) and the sector(s) the Company operates into are:

• Strategic Planning
• Sales & Marketing
• Technology
• Financial
• Governance
• Global Presence

The NRC and the Board is of the view that Mr. Guha possesses most of the skills/ expertise/ competencies identified with core expertise in Strategic Planning, Financial, Governance and Global Presence.

The Board of Directors is of the opinion that his vast knowledge and varied experience will be of great value to the Company. He shall be entitled for remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose / commission as may be decided by the Board, in accordance with the provisions of the Act.

In terms of Section 149 & other applicable provisions of the Act read with Schedule IV thereto and applicable Regulations of the Listing Regulations, approval of the Shareholders is being sought by way of Special Resolution for appointment of Mr. Guha as an Independent Director of the Company for a period of 3 (three) years effective 6th May 2022.

Except Mr. Amitabha Guha and his relatives, none of the Directors or Key Managerial Personnel including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution except to their Shareholding interest, if any, in the Company.

The Board of Directors recommends the passing of the proposed resolution as set out at item no. 1 by way of a Special Resolution.

Information of Directors relating to appointment for item no. 1 of the Notice.

[In pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards]