Annual Report 2024-25

EXPANDING REACH
ELEVATING STANDARDS
Corporate Information 01
From the Chairman's Desk 04
Company Leaders 06
Our Products 07
Our Business Units 08
Joint Ventures 10
Global Presence 11
Exports 12
Employee Engagement 13
Financial Performance 14

Report of the Board of Directors 16

Report on Corporate Governance 38
Business Responsibility & Sustainability Report 55

Independent Auditor's Report 83

Balance Sheet 96
Statement of Pro t and Loss 97
Statement of Cash Flow 98
Statement of Changes in Equity 99
Notes on Financial Statements 100
Consolidated Financial Statements 153
Notes on Consolidated Financial Statements 166

Forward - looking statements Some information in this

report may contain forward - looking statements which
include statements regarding Company's expected
nancial position and results of operations, business plans
and prospects etc. and are generally identi ed by forward
- looking wards such as “believe”, “plan”, “anticipated”,
“continue”, “estimate”, “expect”, “may”, “will” or other similar
words. Forward - looking statements are dependent on
assumptions or basis underlying such statements. We
have chosen these assumptions or basis in good faith, and
we believe that they are reasonable in all material
respects. However, we caution that actual results,
performances or achievements could differ materially
from those expressed or implied in such forward - looking
statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.
 Corporate Overview Statutory Reports Financial Statements

*
Ceased w.e.f. 3rd September 2024
$
Resigned w.e.f. 1st October 2024
^
Appointed w.e.f. 16th May 2024
#
Appointed w.e.f. 30th December 2024

Mr Amitabha Guha$
Mr Hemant Bangur^
Mr Marco Philippus Ardeshir Wadia#

Mr D. R. Kaarthikeyan* Mr S. K. Sultania

Agarpara, Sodepur, Belgharia, Vadodara

Texmaco Nymwag Rail & Components Private Limited*

Saira Asia Interiors Private Limited

Texmaco West Rail Limited
Texmaco Middle East DMCC

State Bank of India | Bank of Baroda | UCO Bank | Axis Bank | SBM Bank | ICICI Bank | IDFC First Bank
Doha Bank | DBS Bank | YES Bank | IndusInd Bank | Bandhan Bank | IDBI Bank | RBL Bank
 EXPANDING
REACH

Strengthening our presence across

geographies, forging new connections,
and opening new frontiers. With each stride,
we raise the benchmarks of quality,
innovation, and sustainable growth.
ELEVATING
STANDARDS
 Texmaco Rail & Engineering Ltd. Annual Report 2024-25

EXPANDING REACH. ELEVATING STANDARDS

Dear Shareholders, infrastructure and maintenance of railway deployed by Jindal Steel, ACT1 Wagon (a new
assets, have made us an able partner in the height automobile carrier with double-stack
As we present Texmaco's 2024–25 Annual growth of Indian Railways. We have remained SUV loading) and ACT3 Wagon (a versatile
Report, I take great pride in sharing our journey focused on execution excellence, building wagon designed for taller SUV cars). Apart from
of progress, purpose, and performance. This long-term capabilities, and strengthening automobiles, the rst in its class ACT3 is
year's theme —'Expanding Reach. Elevating India's logistics backbone. designed for transpor ting agricultural
Standards' — encapsulates our resolute march equipment like tractors with a higher payload
towards building a truly global and future- Expanding Reach. Elevating Standards.
of 25.8t.
ready enterprise. During this truly transformative year in
The Gondola Wagon designed by us, is a
From advancing technology to strengthening Texmaco's journey, we reached a number of
standard gauge high axle load (32.5t)
partnerships, from operational excellence to milestones and breached boundaries to set a
lightweight monocoque type design with
social responsibility, Texmaco is driving a clear path towards our goal. We achieved the
rotary couplers for carrying iron ore, complying
multidimensional transformation. We are not highest-ever rolling stock production in the
with AAR standard. This wagon is a perfect
merely adapting to change, we are de ning it. company's history, becoming the largest
example of “Make in India for the World”. During
producer and supplier in the country. Our
Evolving into an Indian Multinational this nancial year, we have supplied 250
foundry output surged with the production of
wagons to Africa.
'Coming together is a beginning, keeping bogies doubling. We achieved a 23.5% increase
together is progress, and working together is in production volume and 25% revenue growth The Open-Top Wagon designed by us for
success' – made famous by Henry Ford, the from wagon manufacturing alone. And, our Camalco (Cameroon) is a metre-gauge wagon
business pioneer – perhaps best de nes Infra-Electrical segment's per formance used for carrying bauxite ore. This indigenously
Texmaco's transformation journey. The journey touched a new high. By securing multiple long- designed wagon (with 20t axle load bearing
has seen us rmly aligning with our country's term contracts, we strengthened our order capacit y) complies with inter national
'Make in India' initiative, even as we broaden books and project pipeline. The company's standards (UIC/EN).
our footprints across geographies, products, standalone income reached ` 4,331 crore
(20.7% YoY growth); Pro t After Tax stood at Forging new alliances
and industry domains to become a truly global
enterprise. By continuing to foster a culture of `172 crore. We strongly believe that our collaborations are
innovation, collaboration, and sustainability, Strengthening our technological front, we where our future lies. Our partnership with
while pushing new frontiers in the technology launched two business verticals - GCC (Global Nymwag, and strategic acquisitions of Saira
sphere around Railways, Infrastructure, and Capability Centre) and GSS (Global Sourcing Interiors and Jindal Rail Infrastructure (now
allied segments, Texmaco is fast evolving into Solutions) - as part of a strategic alliance with known as Texmaco West) have helped us
an Indian multinational and a preferred Trinity Rail Group to collaborate on the design, diversify into segments beyond wagon
solutions provider in the global market. development and supply of rolling stock and building, propelling the company towards
components in the domestic and international becoming a total railway solutions provider.
Actively aligned with the Union Railway
markets. We adopted smart manufacturing and Completing the Texmaco-Nymwag joint-
Budget's capital expenditure focus of `1.88
automation across all our production facilities venture factory within 13 months was a major
lakh crore, our company has contributed across
and expanded our research and development milestone in our journey of growth and
the value chain in the areas of wagon
into high-speed freight and composite material transformation.
manufacturing for heavy-axle and high-speed
freight, modernisation and expansion of track applications. Expanding on our vision of Texmaco recently signed an agreement with
laying, signalling and EPC infrastructure, and in achieving self-sufficienc y in providing the world's largest wagon manufacturing
the passenger mobility components for Metro complete rail solutions we began producing company, Trinity Rails, to build a global
and EMU programmes. components like Diamond Crossings, Cast capability centre near Faridabad in Delhi NCR.
Manganese Steel Crossings (CMC) and With this partnership, we hope to bring in a
Supporting India's Freight Logistics Vision 2030 Weldable Cast Manganese Steel Crossings completely new set of technologies to Indian
that aims to reduce the cost of logistics by (WCMSC) from our Steel Foundry. Railways. Trinity Rails will help us develop new
improving the logistics performance index (LPI)
The year saw us introducing new wagon wagon designs with better work load
in freight transportation, we have increased our
designs in collaboration with Indian Railways, capability.
wagon output and supply. Texmaco has
participated in Metro infrastructure projects in and foraying deeper into the international I am also happy to announce that we have
Mumbai and Bengaluru, has enhanced railway market by initiating exports of high axle load signed an MoU with Nevomo, Poland, for
modal share by supplying nine types of wagons lightweight Gondola wagons for the African MagRail technology (a magnetic levitation and
across sectors like coal, cement, steel, market and became the country's largest propulsion system) that is an energy-efficient,
chemicals, containers, etc., and has played a exporter of rolling stock and castings. autonomous system for in-port and industrial
pivotal role in improving the speed, safety and Major new designs introduced by us included logistics. The partnership aims to revolutionise
efficiency of Indian rail transpor t. Our the BOSM Wagon (a dual-purpose open wagon rail mobilit y in I ndia using advanced
contributions in the areas of rolling stock, rail for bulk and steel) which was successfully technologies. It will focus on rail network
 Corporate Overview Statutory Reports Financial Statements

efficiency, positioning Texmaco at the forefront Looking Ahead

of high-speed sustainable rail transport. The
We are building Texmaco for tomorrow — an
pilot projects for this are underway in Germany
organisation founded on purpose, innovation,
and at the Deendayal Port in India.
and global aspiration. With a strong order
These strategic collaborations have helped us book, global partnerships, and a people- rst
strengthen our technological capabilities, philosophy, we are poised to deliver greater
enhance our competitiveness in the global stakeholder value and become a preferred
market, diversify our product portfolio and solutions provider across the rail value chain —
increase revenue sustainability and long-term in India and beyond. Our greatest strength is
pro tability. t h e Te x m a c o f a m i l y. Wi t h s t r u c t u r e d
Texmaco's 'baby steps' into passenger recognition and development initiatives, the
focus on ownership, collaboration, and
mobility
accountability keeps growing.
Today, the bulk of India's railway budget is
To overcome challenges that the future may
earmarked for passenger mobility, the
throw up, we are exploring several options, like
Government is focused on Vande Bharat, Metro
the “own-your-own” wagon scheme, private
Rail and other forms of passenger rail
transport. It is our mission and vision to get into sector wagons, and the export of wagons. We
this segment and Texmaco has begun the are actively working to expand the export of
strategic transition from freight-only to full- the specialised wagons segment as it holds
spectrum rail solutions. Acquisition of Saira tremendous growth potential. Today,
Interiors will help us enter the passenger coach Texmaco is better positioned than any
inter ior segment. We have star ted other company to capitalise on these
manufacturing coach shells for electric opportunities due to our strong
locomotives, fabricating bogies for passenger partnerships with some of the world's
and metro coaches and developing interior largest wagon builders and railroad
tments like panels, modular systems, etc. We companies.
are actively collaborating with domestic and Let us continue on this journey
international partners to develop and supply together, driven by the shared vision to
complete passenger rolling stock systems. expand our reach and elevate our
Manufacturing to build a sustainable future standards.

We at Texmaco believe in building for the Sincerely,

future. And this means being totally in sync
with India's Net Zero 2070, Make in India and
Aatma Nirbhar Bharat missions. Keeping these
goals in mind, we have commissioned a 10 MW SK Poddar
solar power plant in Chhattisgarh with AMP Chairman
Energy that offsets 12,000 tonnes of CO₂
annually, thus reducing power costs and
ensuring energy security.
We are focussed on ESG (Environmental, Social
and Governance) improvements across all our
verticals with initiatives involving water reuse,
green procurement, waste reduction and
digital work ows. We give special attention to
energy-saving measures in manufacturing,
material optimisation and plastic-free
operations. Our products are designed to give
longer lifecycle value with reduced
maintenance costs. Our sustainability
roadmap is built on the four pillars of
Economic, Environmental, Social, and Cultural
sustainability.

05
 Texmaco Rail & Engineering Ltd. Annual Report 2024-25

COMPANY LEADERS

The Adventz Group remains steadfast in its As an indigenous manufacturing and

commitment to India’s growth story and to infrastructure powerhouse, we are committed
building world-class infrastructure. Texmaco to delivering excellence at every stage — from
is expanding its reach through strategic design to delivery. This year, we have
acquisitions, global partnerships, and new strengthened our R&D capabilities, widened our
markets, while elevating its standards in product portfolio, and deepened alliances with
quality, safety, and sustainability. Our aim is global leaders to boost competitiveness.
to continue as a trusted agent of nation- Our journey is about not just meeting
building, creating lasting economic value customer needs but exceeding expectations,
for India and a strong global footprint as we help usher in a new era of rail and
for the Group. infrastructure growth for India.
Mr S.K. Poddar Mr Indrajit Mookerjee
Chairman Vice Chairman

Our goal is to make Texmaco the undisputed leader in

manufacturing excellence, offering an integrated “one-
stop” rail and infrastructure solutions platform that rivals
the best in the world. Over the past year, we have
enhanced operational efficiencies, upgraded facilities,
and expanded into new geographies — positioning
ourselves to serve both Indian Railways and global
markets with unmatched capability. By embedding
innovation, sustainability, and customer delight into our
DNA, we are setting new benchmarks for the industry.
Mr Sudipta Mukherjee
Managing Director
06
 Corporate Overview Statutory Reports Financial Statements

BOXNHL wagon BTCS (Fly ash)

BTAP (Bulk Alumina powder) GONDOLA wagon

BLCM (container carrying wagon) BOBRN (Coal carrier with bottom discharge

07
 Texmaco Rail & Engineering Ltd. Annual Report 2024-25

08
 Corporate Overview Statutory Reports Financial Statements

Steel Foundry
Railway
Bogie
Coupler
Draft Gear
Striker
Mining
Heel Shroud
Corner Shroud
Industrial
Marine Bracket
Slag Pot
Knuckle
Pivot
Follower
Crossing
Twist Lock
Penetrator
Centre Casting
Bottom Shell

09
 Texmaco Rail & Engineering Ltd. Annual Report 2024-25

JOINT VENTURES

TRINITY RAIL PREMIER SUPPLIER WALL OF EXCELLENCE

Following its landmark Global Supply & Services Agreement

last year with U.S.-based Trinity Rail Group LLC, Texmaco Rail &
Engineering Ltd has been conferred the prestigious “Rising Star
Award” by Trinity — a recognition of Texmaco's rapid ascent in
global rail innovation and manufacturing.

LINEAR PROPULSION SYSTEMS FOR INDIA'S RAIL NETWORK

Nevomo and Texmaco Rail & Engineering Ltd. have forged a

ground breaking partnership to introduce Linear Propulsion
Systems to India's rail network. This collaboration aims to
revolutionize railway mobility by integrating Magrail technology
with existing infrastructure, enhancing efficiency, capacity, and
sustainability

TEXMACO NYMWAG RAIL & COMPONENTS PVT LTD

Texmaco Rail & Engineering Limited from India and Nymwag CS from Czech Republic, entered into a Joint Venture in 2023 followed by
equity participation in June 2024, to bring world class freight rolling stock to Indian Market, since Indian Government is encouraging World
Class infrastructure in bringing new designs and technology.
Nymwag CS is part of a large conglomerate, the AZC group based out of Slovakia which is diversi ed across various business sectors such as
production of biofuels, ethanol, spirits, alcoholic & non-alcoholic beverage, IT, railway product manufacturing, agriculture, and food
products, pharmaceutical, transportation (trains and trucks), logistics, and billing services. NYMWAG is the 3rd largest freight wagon
manufacturer in Europe and is based out of Nymburk, Czech Republic..
The JV Company is currently building the manufacturing facility at Sodepur, Kolkata. (Above picture of factory site construction in progress).

10
 Corporate Overview Statutory Reports Financial Statements

Freight Cars

Mexico

Kingdom of Eswatini

Kingdom of Eswatini (Swaziland) Mexico

11
 Texmaco Rail & Engineering Ltd. Annual Report 2024-25

12
 Corporate Overview Statutory Reports Financial Statements

On August 15th, Texmaco, proudly celebrated India's 78th

Independence Day with great enthusiasm and patriotic
spirit at our office premises. The celebration began with the
hoisting of the national ag by Senior Leader, followed by
the national anthem and a moment of silence in honour of
the freedom ghters who laid the foundation of our nation.

Texmaco Cricket Tournament, 2025

Texmaco Cricket Tournament 2025 was organized on 1st February
at Sreepally ground, Belgharia. There was total 8 teams from the
entire organization who took part in it. It was a whole day
Tournament where Commercial King and Hi-Tech Thunders were
the nalist.

Viswakarma Puja
Vishwakarma Puja was celebrated with devotion and reverence at our
premise, honouring Lord Vishwakarma, the divine architect and god of
craftsmanship. The entire factory premises were decorated, and all
machinery and tools were worshipped as a gesture of gratitude and a
prayer for safety, productivity, and innovation.

Texmaco Picnic
A special picnic was organized for all our Blue Collars Associates as a
gesture of appreciation for their hard work and dedication. The day
was lled with joy, laughter, and bonding, away from the usual routine
of work. It was held at Belgharia and Agarpara on 26th January, 2025,
the event included fun games, team activities, and a delicious meal
enjoyed together. It was a refreshing break that strengthened
camaraderie and created lasting memories among the teams. The
picnic truly re ected the spirit of togetherness that drives our
workplace forward.

13
 Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Main Indicators

Revenue from Operation EBIDTA PBT

(` in mn) (` in mn) (` in mn)

2020-21 16,887 2020-21 1,281 2020-21 116

2021-22 16,217 2021-22 1,353 2021-22 324

2022-23 22,433 2022-23 1,348 2022-23 287

2023-24 35,029 2023-24 2,878 2023-24 1,787

2024-25 42,340 2024-25 3,588 2024-25 2,586

Indicator FY FY
2015-16 2016-17

Revenue from Operation 72,450.99 1,18,777.78

Other income 4,492.58 4,730.61

Gross pro t (PBDT) 4,869.00 5,817.36

Pro t before tax & Exceptional items 3,414.27 4,201.46

Exceptional items - -

Pro t/(loss) before tax 3,414.27 4,201.46

Tax for the year 693.81 844.16

Pro t after tax 2,720.46 3,357.30

Equity 2,192.95 2,194.15

Free reserves 87,476.34 91,204.94

Equity share book value (Rs) 40.89 42.57

Rate of dividend 25% 25%

14
 Corporate Overview Statutory Reports Financial Statements

PAT Debt-equity ratio EPS

(` in mn) (`)

2020-21 119 2020-21 0.68 2020-21 0.52

2021-22 183 2021-22 0.54 2021-22 0.67

2022-23 198 2022-23 0.73 2022-23 0.62

2023-24 1,127 2023-24 0.26 2023-24 3.28

2024-25 1,721 2024-25 0.32 2024-25 4.31

(` in lakhs)
FY FY FY FY FY FY FY FY
2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25

1,13,920.36 1,85,816.98 1,83,179.98 1,68,873.80 1,62,173.59 2,24,327.74 3,50,287.01 4,23,397.95

5,064.08 2,112.96 2,725.68 3,177.53 3,148.77 3,777.19 8,443.65 9,692.72

5,036.84 11,716.72 8,711.71 4,885.14 6,822.66 6,374.57 21,388.90 29,296.37

2,555.25 8,820.76 5,120.86 1,159.47 3,241.91 2,871.66 17,870.17 25,862.84

- - 14,991.97 - - - - -

2,555.25 8,820.76 -9,871.11 1,159.47 3,241.91 2,871.66 17,870.17 25,862.84

1,216.62 1,292.78 -3,287.08 -27.16 1,412.46 888.00 6,601.16 8,649.58

1,338.63 7,527.98 -6,584.03 1,186.63 1,829.45 1,983.66 11,269.01 17,213.26

2,246.13 2,248.35 2,248.59 2,503.43 3,218.70 3,218.70 3,994.67 3,994.67

1,01,055.93 1,07,825.68 98,915.78 1,09,836.29 1,27,814.74 1,29,687.92 2,42,938.16 2,61,562.75

43.47 51.43 44.99 44.87 40.71 41.29 61.82 66.48

25% 35% 10% 10% 10% 15% 50% 75%

15
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Report of the Board of Directors

Dear Shareholders,

Your Directors have the pleasure in presenting the 15th Operational Annual Report of the Company along with the Audited
Standalone Financial Statements for the nancial year ended 31st March 2025.

FINANCIAL HIGHLIGHTS ( in Crore)

2024-25 2023-24
Operating Pro t (PBIDT) 358.79 287.83
Less: Interest (Net) 65.83 73.94
Gross Pro t (PBDT) 292.96 213.89
Less: Depreciation 34.33 35.19
Pro t before Taxation 258.63 178.70
Less: Tax Expenses
- Current Tax including tax related to earlier years 50.28 28.15
- MAT Credit entitlement 34.85 (13.57)
- Deferred Tax Liability 1.37 51.43
Pro t after Taxation 172.13 112.69
Add: Balance brought forward from previous year 280.82 174.89
452.95 287.58
Appropriations
Dividend paid 19.97 4.83
General Reserve 2.00 2.00
Other Appropriations 0.35 (0.07)
Balance Carried Forward 430.63 280.82
Note: the above gures are extract of the Audited Financial Statements prepared for the Financial Year ended 31st March 2024 &
31st March 2025.

Dividend
Your Directors recommend payment of dividend of 75% i.e. Particulars 2024-25 2023-24 2022-23
` 0.75 per equity share of face value of ` 1 each for nancial
year ended 31st March 2025. Net Pro t Margin* % 4.07 3.22 0.88
*
Standalone Turnover for the year was ` 4330.91crore. Operating Pro t Margin % 6.04 5.77 3.51
The Pro t before Depreciation and Tax (PBDT) and Pro t Debtors Turnover Times 4.17 4.20 3.31
before Tax (PBT) for the year were ` 292.96 crore and ` 258.63
crore respectively. The Net Pro t was ` 172.13 crore, after Inventory Turnover Times 6.16 5.00 4.33
providing net tax liability of ` 86.5 crore for the year as per the Debt Equity Ratio Times 0.32 0.26 0.73
Pro t and Loss Account drawn up in accordance with the
Indian Accounting Standards as speci ed under the Current Ratio Times 2.36 2.63 1.59
Companies Act, 2013 ('Act'). The Company has transferred ##
Interest Coverage Ratio Times 3.18 2.43 1.30
` 2 crore to General Reserves during the year.
Return on Net Worth## % 6.48 4.56 1.49
SIGNIFICANT FINANCIAL RATIOS
As required under the Securities and Exchange Board of India *
Increase in pro t margin is due to higher volume & cost
(Listing Obligations and Disclosure Requirements) reduction measures.
Regulations, 2015 ('Listing Regulations'), the signi cant ##
Improvement due to higher pro ts.
nancial ratios on the basis of standalone nancials of the
Company are given below:

16
 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS Texmaco Business – An Overview

Overview of the Industry After navigating an evolving business environment,

your Company has rapidly transformed to become
India continues to remain one of the fastest-growing the most sought-after partner in rail infrastructure.
major economies globally, with GDP growth for Our commitment to delivering value, delighting
FY’25 at 6.2%. This resilient growth is underpinned stakeholders, and providing end-to-end innovative
by strong domestic consumption, sustained rail solutions continues to de ne our journey.
government investments in infrastructure, and
ongoing structural reforms. According to the IMF's Renowned for delivering world-class rolling stock
World Economic Outlook (April 2025), India is and rail solutions, your Company remains a critical
expected to maintain its position as the fastest- supplier of freight cars, rail components, coach
growing major economy, supported by robust interiors, and railway castings, with a strong
performance in manufacturing, services, and presence in both domestic and international
agriculture, despite global headwinds. markets.

In ationary pressures are expected to ease in 2025, By combining legacy excellence with cutting-edge
with CPI in ation moderating due to stable innovation, we have positioned ourselves as a
commodity prices and prudent scal measures. The trusted solutions partner, bringing unmatched
current account de cit (CAD) is projected to remain value and reliability to our customers.
within manageable levels, backed by healthy
During FY’25, your Company delivered a robust
remittances and service exports, even amidst
nancial performance, supported by strategic
prevailing geopolitical and trade -related
expansion, resilient demand, and timely execution
uncertainties.
of key orders. Total Income grew by 20.7% year-on-
Reinforcing its infrastructure-led development year, reaching `4,331 crore, re ecting the bene ts of
agenda, the Government of India has allocated infrastructure investments and a competitive
`2.52 lakh crore for Indian Railways in FY’25, rising to product portfolio. Pro t after tax increased to
`2.60 lakh crore in FY’26. These allocations will ` 172 crore, underscoring improved operating

support critical areas including electri cation, efficiencies and higher volumes.
advanced safety systems such as Kavach, and rolling
The trust reposed by Indian Railways, global
stock procurement. Indian Railways has set a freight
customers, and private clients in our offerings
target of 1,700 million tonnes (MT) for FY’26, with a
underlines our reputation as a dependable and
long-term goal of reaching 3,000 MT by 2030.
forward-thinking partner.
Initiatives such as the Gati Shakti cargo terminals,
Orders received from these customers provide long-
dedicated freight corridors, and the expansion of
term revenue visibility and position your Company
Vande Bharat trains are expected to signi cantly
well for continued growth. Additionally, plans to
enhance efficiency and capacity in the logistics
accelerate export expansion, targeting signi cant
sector. The push toward 100% railway electri cation
growth over the next two to three years, will enable
by FY’26 is also poised to strengthen India's
your Company to capture opportunities arising
transportation backbone, laying a solid foundation
from geopolitical shifts and increasing rail
for long-term growth in logistics, manufacturing,
investments in Africa, Southeast Asia, and Europe.
and the broader economy.

17
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

In response to growing demand, your Company responsiveness, and enduring partnerships. With
launched a dedicated unit for Component Systems the Government of India's continued emphasis on
to broaden its offerings and entered a joint venture rail infrastructure including initiatives such as the
(Texmaco Nymwag) focused on advanced rail Dedicated Freight Corridor and high-speed rail
manufacturing solutions, with operations expected programs your Company is well-prepared to
to commence in FY’26. These strategic initiatives will leverage emerging opportunities. By prioritizing
enhance your Company's role as a global sourcing order execution, capacity enhancement, and
partner for multinational corporations and international market development, your Company
strengthen capabilities in high-precision rail will continue to drive long-term value creation for all
systems. Further, the proposed strategic slump stakeholders.
exchange of the Infra Rail & Green Energy Division
will allow greater focus on core manufacturing With a strong order book, expanding global reach,
operations and short-cycle projects with quicker and a service-oriented mindset, Texmaco is not just
execution. building wagons – we are building relationships.

Your Company's ve manufacturing facilities across Talent Management

West Bengal and Chhattisgarh, spread across 309
At Texmaco, we rmly believe that the cornerstone
acres, continued to support higher volumes, with
of our sustained success lies in the quality of our
production increasing by 24% year-on-year to 8,683
Human Relations.
wagons. Efficient utilization of these facilities
demonstrates the Company's commitment to A healthy and positive work environment enables
meeting both domestic and global demand. an organization not only to function effectively but
also to thrive in a competitive landscape.
Sustainability, service, and support are central to our
value proposition. Key green initiatives, includes Our human relations philosophy is built on the belief
solar power projects, support efforts to reduce that employees are the most valuable asset of the
carbon emissions and enhance environmental organization. Accordingly, we are committed to
performance. Additional measures such as energy- fostering a culture that supports openness,
efficient lighting reinforce your Company's empowerment, well-being, and inclusivity.
alignment with national sustainability goals.
Key Pillars of our Human Relations Approach:
Strategic partnerships with industry leaders such as l O p e n Co m m u n i c a t i o n – We a c t i v e l y
Nevomo for high-speed rail technology and encourage transparent communication and
Hindalco for aluminium wagons help de-risk the feedback across all levels.
business model. By blending strategic foresight
with agile execution, Texmaco strengthens its role as l Empowerment and Growth – We invest in
a complete partner for modern rail mobility. training, mentoring, and continuous learning.

l Recognition and Appreciation – Our

While challenges like wheelset shortages persisted,
per formance -based culture celebrates
your Company has actively mitigated risks through
contribution
its diversi ed portfolio and prudent working capital
management. l Diversity and Inclusion – We value unique
perspectives and equitable opportunities.
Looking ahead, Texmaco is committed to elevating
l Employee Well-being – Policies are designed
the customer experience through innovation,
for health, safety, and work-life balance.
18
 Corporate Overview Statutory Reports Financial Statements

l Teamwork and Collaboration – Built on trust Ltd., now Texmaco West Rail Ltd. (TWRL), your
and collective achievement. Company expanded into high-demand segments
like cement, steel, automotive, and containers.
As we grow and lead responsibly in the Rail and
l 1,929 wagons delivered from TWRL
Engineering sector, we remain committed to
nurturing human potential as a driver of innovation, l Revenue: `920 Cr
loyalty, and long-term excellence.
This acquisition complements Texmaco's dual
facilities manufacturing model, expanding agility
Signi cant Development: Freight Car Division
and product specialization.

Industry Outlook and Strategic Alignment

Export Growth & Global Recognition
The Indian Railways is undergoing a
Your Company continued to expand its global
transformational phase. Freight traffic is projected
footprint with repeat orders and customer
to rise from 1,700 MT in FY’26 to 3,000 MT by 2030.
endorsements.
Key sectors fueling this growth include Cement, Coal,
Containers, Iron Ore, and Steel Raw Materials. The
Notably, 250 gondola wagons were shipped during
Union Budget has allocated `2.60 lakh crore toward
FY 2024–25 to Arcelor Mittal, Liberia, building on the
railway infrastructure to accelerate this momentum.
successful earlier supply of 150 units, which received
commendation for quality and reliability.
Business Performance – FY 2024–25
Texmaco's export strategy is gaining traction, with a
Your Company delivered 8,683 wagons during
strong pipeline of enquiries for specialized wagons
FY 2024–25, backed by strong order execution,
and turnkey railcar solutions.
manufacturing scale, and quality assurance.
l 6,856 wagons were delivered to Indian Railways This re ects growing global trust in Texmaco as a
(IR) reliable, quality-driven sourcing partner.
l 1,827 wagons were supplied to private and
export clients Strategic Focus Areas

l Total value: `3,158.77 Cr Your Company's freight division is now focused on:
l `2,351.90 Cr from IR l Customized wagons for cement, steel,
l `806.87 Cr from exports & private clients containers, and agriculture

l New orders received during the year includes l Region-speci c adaptations to meet
357 BRNAHS wagons and 677 BOBRN wagons. international standards

l Integration of smart features like IoT, modular

This scale reaffirms Texmaco's capabilities as a
design, and efficiency tools
trusted partner to institutional and private
customers alike.
By combining strong design capabilities, dual-facility
operations and global alliances, your Company is
Strategic Acquisition – Texmaco West Rail Ltd.
positioning itself as a full-spectrum freight mobility
(TWRL)
provider.

Through the acquisition of Jindal Rail Infrastructure

19
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Technology Collaborations & Global Capability vision for the future.

Centre (GCC)
Infra Rail & Green Energy Division
Texmaco has launched its Global Capability Centre
The Infra Rail & Green Energy Division focused on
(GCC) to drive advancement in technology,
contract execution and project closure in FY’25,
innovation, and global-standard solutions for the
achieving `392 crore in revenue, down from `448
rail and freight industry. The GCC serves as a
crore the previous year.
collaborative platform, bringing together leading
international partners, technology providers, and Key highlights:
domain experts to co-develop next-generation - Completed the Akhaura–Agartala railway link
products and solutions, with detailed product (Bangladesh portion) on June 30, 2024
engineering, Digital Design & Analytics and IoT,
Lightweight materials & life cycle optimizations. - Delays in another major Bangladesh project due
to political disruption
Notably, Trinity-USA few others has shown strong
enthusiasm for this initiative an has offered Texmaco - Focus on large and mid-size tenders to revive
the opportunity to be part of the GCC, recognizing it growth
as a signi cant step towards shaping the future of - Strategic efforts underway to resolve claims for
rail technology and expanding global contract extensions and scope changes
collaborations.
Major Targets:
This initiative harnesses Indian talent and global
l Subansiri Hydro Project: Final commissioning
best practices to create next-generation freight
expected by Dec 2025
solutions.
l Mizoram Bridge: Expected completion by June
New Business Initiatives
2025
In line with a “complete solutions” approach, your
l Arun III (Nepal): Fabrication and erection
Company acquired 51% stake in Saira Asia Interiors
progressing
Pvt. Ltd., a leader in rolling stock interiors.
l Farakka Hydro: Site work initiated
This strategic move strengthens Texmaco's ability to
offer end-to-end rolling stock packages - from Despite headwinds, the division remains focused on
exteriors to interior t-outs. de-risking, cash ow improvement, and core
infrastructure delivery.
Sustainability & ESG Initiatives
Infra Electrical Division
Your Company deepened its commitment to green
operations through an equity partnership with This division recorded all-time high revenue of
Ampin Energy Transition Pvt. Ltd. to set up a 10 MW `367.08 Crores and EBITA of `52.16 Crores in FY’25.
open-access solar power project in Chhattisgarh.
Key achievements:
This project will:
l Completion of 2x25 kV electri cation project
l Lower power costs (Dalli to Rajhara)
l Reduce the Urla plant's carbon footprint l Orders worth `467.68 Cr in 2x25 kV systems
l Mark a milestone in Texmaco's long-term ESG l Diversi cation into transmission lines (Order of
roadmap `353.25 Cr from MPTCL and CSPTCL)

Sustainability at Texmaco is not an initiative — it is l Ballastless track laying for Delhi Metro
embedded in our operations, our strategy, and our
20
 Corporate Overview Statutory Reports Financial Statements

extension (Majlis Park–R.K. Ashram) (Order l Orders for over 16 rakes in pipeline
value `117 Crore)
The JV offers Texmaco a strong recurring income
l 27 kms of track laid this year base and strategic market access in private leasing.
l Maintenance of 4,000 kms of electri ed railway ii. Wabtec Texmaco Rail Pvt. Ltd.
lines for Indian Railways
l Total income: `132.06 Cr (up 33% YoY)
This division exempli es Texmaco's agility in serving
l PBT: `30.94 Cr (up 68% YoY)
core rail needs while diversifying into adjacent, high-
potential sectors. l Supplies of draft gears, receivers, and brake
systems at scale
Subsidiaries & Joint Ventures
l IR trials of onboard Brake System Health
Texmaco's group structure includes multiple
Monitor (BSHM) in 2025
subsidiaries and joint ventures that contribute
signi cantly to revenue, reach, and innovation. l Joint development of modern freight car
design for new IR tenders
A Report on the performance and nancial position
of each of the subsidiaries, associate and joint This JV brings cutting-edge technology, global
ventures as included in the Consolidated Financial know-how, and domestic execution strength under
Statement of the Company is provided in Form one roof.
AOC-1 and forms a part of this Annual Report R&D Activities
Subsidiaries include: A. Rolling Stock Unit
i. Texmaco West Rail Ltd. Texmaco's Design & Innovation Centre is developing
ii. Saira Asia Interiors Pvt. Ltd. smar t, lightweight, IoT- enabled wagons in
collaboration with Indian Railways and global
iii. Texmaco Nymwag Rail & Components Pvt. Ltd.
partners.
iv. Texmaco Transtrak Pvt. Ltd.
l ACT3 and BCBFG wagons for food grain
v. Texmaco Rail Electri cation Ltd. logistics
vi. Panihati Engineering Udyog Pvt. Ltd. l Multipurpose at platforms, digital diagnostics
vii. Texmaco Rail Systems Pvt. Ltd. l Global Capability Centre (with Trinity)
viii. Belgharia Engineering Udyog Pvt. Ltd. powering advanced engineering

ix. Texmaco Middle East DMCC l Partnership with Nevomo (Europe) to explore
MagRail for high-speed linear propulsion
During the year, Texmaco West Rail Ltd., Saira Asia Interiors
Pvt. Ltd. and Texmaco Middle East DMCC have become the Texmaco's R&D is transforming the rail freight
subsidiaries of the Company. landscape by blending indigenous innovation with
global excellence.
Further, Texmaco Defence Systems Pvt. Ltd. has ceased to
be the associate of the Company. B. Steel Foundry Unit

Joint Ventures include: Recognized by DSIR, the R&D centre delivered:

i. Touax Texmaco Railcar Leasing Pvt. Ltd. l Green sand conversion for sustainability

l 32 rake eet, all under 10–15 year leases l CMS Crossings for IR (passed RDSO tests)

l FY’25 lease rental revenue: ₹81.33 Cr

21
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

l High-tensile export-grade couplers and organizations

knuckles l School repair, water coolers at railway stations,
l Digital tools for dimensional precision drainage improvements
l Sand reclaimers to reduce raw material use CSR at Texmaco is rooted in compassion, inclusion, and
l Collaborations with Sampyo (Korea) and action - making a real impact beyond business.
Wabtec
The Company has in place a policy on Corporate Social
l New product pipeline: tight lock couplers, GET Responsibility. The weblink for accessing such policy is
castings, high-speed bolsters [Link] wp-content/uploads/2023/
The Foundry is becoming a center of global-grade 01/CSR_POLICY_ [Link].
metallurgical innovation for freight safety and
The Annual Report on CSR activities is enclosed as
performance.
Annexure A and forms a part of this Report.
IT Services
Texmaco's IT team achieved major modernization
GREEN INITIATIVE
milestones:
l Migration to Oracle Fusion cloud-based ERP Your Company remains steadfast in its commitment to
l Deployment of cybersecurity and email minimize its carbon foot prints and continues to embrace a
protection tools sustainability initiative with the aim of going green and
minimising the repercussion on the environment. Your
l Stability, efficiency, and resilience upgrades
Company had already adopted the green initiative by
across systems
dispatching the Annual Repor t, Notices, other
Technology is being leveraged not just to support, communications, etc., through e-mail to its Shareholders,
but to drive performance and secure growth. whose e-mail address are registered with relevant
Corporate Social Responsibility Depository Participants / RTA / Company. Shareholders
who have not registered / updated their e-mail addresses
Your Company maintains an unwavering dedication
are requested to support this initiative by registering /
to community service and human welfare. This
updating their e-mail address for receiving Annual Report,
co m m i t m e nt m a n i fe s t s t h ro u g h s t rate gi c
Notices, other communications, etc. through e-mail. The
partnerships with neighbouring communities via
Ministry of Corporate Affairs ('MCA') and the Securities and
comprehensive CSR initiatives spanning Education,
Exchange Board of India had issued relaxations from
Health, Spor ts, Environment, and Women
sending printed copy of Annual Report, Notice of the
Empowerment.
Annual General Meeting ('AGM'), etc. to the Shareholders
Through the Texmaco Neighbourhood Welfare for the AGM to be held in the year 2025.
Society, your Company runs a state-of-the-art
Health & Wellness Hub offering physiotherapy, yoga, With objective of supporting the Green Initiative and in
alternative medicine, and gym facilities to the view of the above-mentioned relaxations, your Company
community. is dispatching the Annual Report & Notice of the AGM
FY’25 CSR highlights: along with other documents required to be annexed
thereto to the Shareholders through e-mail at their
l Promotion of sports among rural/
registered e-mail address. Such documents are also
underprivileged youth
available on the website of the Company at
l S u p p o r t to c a n ce r a n d ce re b ra l p a l s y [Link]

22
 Corporate Overview Statutory Reports Financial Statements

Further, those Shareholders who have not yet registered Criteria for Appointment of Directors and
their e-mail address are requested to follow the procedure Remuneration Policy
as mentioned in the Note to the Notice calling AGM to
receive the Annual Report & the Notice of the AGM and The Nomination and Remuneration Committee has
other documents relating thereto through electronic approved the criteria to determine the appropriate
mode and to enable their participation in the AGM. characteristics, skills and experience for the Board as a
whole and its individual members with the objective of
PARTICULARS OF EMPLOYEES having a Board of eminent quali ed professionals,
entrepreneurs with diverse backgrounds and experience
The number of employees as at 31st March 2025 was 1964. in business, governance, education and public service. The
In terms of the provisions of Section 197(12) of the Act, criteria include the matrix of skills / expertise /
read with Rules 5(2) & 5(3) of the Companies (Appointment competencies as speci ed by the Board for identifying
and Remuneration of Managerial Personnel) Rules, 2014, a individuals to serve as a Director on the Board.
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits Your Company has in place a well-de ned Remuneration
set out in the said rules is enclosed as Annexure B and Policy for Directors, Key Managerial Personnel and other
forms part of this Report. employees of the Company. The Nomination and
Remuneration Committee periodically reviews the policy
Disclosures pertaining to remuneration and other details to ensure that it is aligned with the requirements under the
as required under Section 197(12) of the Act read with Rule applicable laws. During the year, there has been no change
5(1) of the Companies (Appointment and Remuneration of in the policy.
Managerial Personnel) Rules, 2014 are enclosed as
Annexure C and forms part of this Report. The policy ensures equity, fairness and consistency in
rewarding the employees on the basis of performance
C O N S E R VAT I O N O F E N E R G Y, T E C H N O L O G Y against set of objectives. The policy is available on the
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND Company's website. The weblink for accessing such policy
OUTGO is [Link]
01/REMUNERATION_POLICY_TexRail.pdf
Disclosures relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as Change in Directors and Key Managerial Personnel
required under Section 134(3)(m) of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014, are enclosed as Re-appointment:
Annexure D and forms a part of this Report.
During the year, the Board of Directors on the
BOARD OF DIRECTORS AND KEY MANAGERIAL recommendation of Nomination and Remuneration
PERSONNEL Committee, had approved the re-appointment of
Mr Partha Sarathi Bhattacharyya w.e.f 1stJanuary 2025 as an
Meetings of the Board
Independent Director of the Company.
During the year under review, 7 (Seven) Board Meetings were
held on the following dates: The aforesaid re-appointment was approved by the
shareholders by way of Postal Ballot.
l 19th April 2024 l 25th October 2024
l 16th May 2024 l 31st January 2025
l 25th July 2024 l 25th March 2025
l 13th August 2024

23
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Appointments and Re-designation: respectively and the Board of Directors on the

recommendation of the Nomination and Remuneration
The Board of Directors on the recommendation of the Committee has approved the re-appointments of Mr S. K.
Nomination and Remuneration Committee, has approved Poddar as the Executive Director & Chairman for a period of
the appointments of Mr Hemant Bangur, w.e.f 16th May 5 ( ve) years with effect from 25th September 2025 and
2024 and Mr Marco Philippus Ardeshir Wadia w.e.f Mr A. K. Vijay as the Executive Director for a period of
30th December 2024 as Independent Directors of the 1 (one) year w.e.f. 1st January 2026.
Company.
The above recommendations of the Board are being
The aforesaid appointments were approved by the placed at the ensuing AGM for the approval of the
Shareholders by way of Postal Ballot. Shareholders.

Mr Sandeep Kumar Sultania is appointed as the Company Board Evaluation

Secretary & Compliance Officer of the Company w.e.f.
1st April 2025 in place of Mr Kishor Kumar Rajgaria, who is Your Company has in place a Policy for performance
redesignated as the CFO of the Company w.e.f. 1st April evaluation of the Board, Committees of the Board and
2025. individual Directors, by xing certain criteria, duly
approved by the Nomination and Remuneration
Resignations: Committee and adopted by the Board. The criteria for the
evaluation includes their functioning as Members of the
During the year, Mr Amitabha Guha has resigned as Board or Committees of the Board, execution and
Independent Director of the Company w.e.f. 1st October performance of speci c duties, etc.
2024.
A structured questionnaire, which cover various aspects of
Mr Hemant Bhuwania, CFO ceased to hold office w.e.f. the Board functioning such as Director's strength and
close of business on 31st March 2025 in view of his contribution, speci c duties, obligations, etc. evolved
resignation from the Company. through discussions within the Board, has been used for
this purpose. Further, on the basis of performance review
Cessation: by Independent Directors at their meeting held on
19th March 2025 and recommendations of the Nomination
During the year, Mr. D.R. Kaarthikeyan, ceased to hold and Remuneration Committee, a process of evaluation was
office as Independent Director of the Company w.e.f. close followed by the Board for its own performance and that of
of business on 3rd September 2024, upon completion of his its Committees and individual Directors. Furthermore, the
tenure as approved by the Shareholders. evaluation of the Independent Directors was performed
by the Board. The evaluation criteria comprised assessing
Retire by rotation:
the various parameters including oversight and
Mr. Indrajit Mookerjee and Mr. Sudipta Mukherjee, effectiveness of the Board, performance of the Directors,
Executive Directors, retire by rotation and being eligible, expertise /skills / competencies as possessed by the
have offered themselves for re-appointment at the Directors in the context of the business of your Company,
ensuing AGM of the Company. contribution to the strategic planning, etc.

Proposed Re-appointments: Further, the Board ensured that the evaluation of Directors
was carried out without the participation of the Director
The present tenure of Mr S. K. Poddar and Mr A. K. Vijay who was subject to evaluation.
expires on 24th September 2025 & 31st December 2025

24
 Corporate Overview Statutory Reports Financial Statements

Declaration by Independent Directors The Board on the recommendation of the Audit

Committee, at its Meeting held on 16th May 2025 has
All Independent Directors of your Company have given the approved the re -appointment of Messrs DGM &
declaration that they meet the criteria of independence as Associates, Cost Accountants (Firm Registration No.
laid down under the Act and Listing Regulations. 000038), as the Cost Auditors to conduct the Audit of the
Cost Records of the Company for the FY'26 at a
The Board of Directors of your Company took on record the remuneration of `2,70,000 (Rupees Two Lakh Seventy
declaration submitted by the Independent Directors after Thousand) plus applicable taxes and out -of-pocket
undertaking due assessment of their independence from expenses. The proposal for the rati cation of the
the Management. The Independent Directors of your remuneration payable to Messrs DGM & Associates is
Company have also con rmed their registration with the being placed at the ensuing AGM for the approval of
Independent Directors' databank maintained by the Shareholders.
Indian Institute of Corporate Affairs. The Independent
Directors will undertake the pro ciency test, as may be In terms of the provisions of Section 148 of the Act read
required, under the Companies (Appointment and with the Companies (Cost Records and Audit) Rules, 2014,
Quali cation of Directors) Rules, 2014. your Company is required to maintain cost records and
accordingly, such accounts and records are made and
The Board is of the opinion that all the Independent maintained.
Directors possess the requisite integrity, expertise and
experience (including pro ciency) to ful l their duties to Secretarial Auditors
act as such.
Your Company has appointed Messrs S. R. & Associates,
AUDIT COMMITTEE AND AUDITORS Practicing Company Secretaries, to conduct the Secretarial
Audit of the Company for FY'25 in terms of the provisions of
Composition of Audit Committee the Act & the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the Listing
The composition of the Audit Committee is provided in the Regulations.
Report on Corporate Governance as attached to this
The Secretarial Audit Report in Form MR-3 is enclosed as
Report.
Annexure E and forms a part of this Report.

Statutory Auditors Further, in terms of the provisions of Section 204 of the Act
read with the Companies (Appointment and Remuneration of
At the 24th AGM held in the year 2022, Messrs L. B. Jha & Co., Managerial Personnel) Rules, 2014 along with Regulation 24A
Chartered Accountants, Statutory Auditors of the of the Listing Regulations, the Board of Directors of your
Company, were appointed by the Shareholders to hold the Company has appointed Messrs S. R. & Associates, Practicing
office as such from the conclusion of 24th AGM until the Company Secretaries (Firm Registration No: P2008WB016700)
conclusion of 29th AGM of the Company. as the Secretarial Auditors of the Company for a period of
5 ( ve) consecutive years from the nancial year 2025-26 till
the nancial year 2029-30. The proposal for the appointment
Cost Auditors
of Messrs S. R. & Associates, Practicing Company Secretaries as
the Secretarial Auditors is being placed for approval of the
Your Company has appointed Messrs DGM & Associates, Shareholders of the Company at the ensuing AGM.
Cost Accountants, for conducting the Cost Audit for FY'25
in terms of the provisions of the Act and the Companies Messrs S. R. & Associates, Practicing Company Secretaries is a
(Cost Records and Audit) Rules, 2014. Peer Reviewed Firm and meets the eligibility criteria
mentioned under Regulation 24A of the Listing Regulations.

25
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Whistle-Blower Policy (b) There are no signi cant and material orders passed by
the Regulators / Courts / Tribunals that would impact
The details on the Whistle Blower Policy are provided in the the going concern status of the Company and its
Report on Corporate Governance as attached to this future operations.
Report.
(c) There are no material changes and commitments
INTERNAL FINANCIAL CONTROLS AND RISK affecting the nancial position of the Company which
MANAGEMENT have occurred between the end of nancial year and
the date of this Report.
The Company maintains a robust system of internal
controls, that is appropriate for the nature and scale of its (d) The Reports of the Statutory, Secretarial, Cost and
operations. The designated system ensures that all other Auditors do not contain any quali cation /
transactions are authorised, recorded and reported modi cation and hence no explanation is required.
correctly and assets are safeguarded and protected
against loss from unauthorised use or disposition. In (e) During the year, the Board of Directors had approved:
addition, there are operational and fraud risk controls,
covering the entire spectrum of internal nancial controls, l withdrawal of Scheme of Arrangement and
aligned with the size and the nature of the Company's Demerger of Texmaco Rail & Engineering Limited
operations. and Belgharia Engineering Udyog Private Limited
which was earlier approved by the Board of
The Audit Committee periodically reviews the internal Directors at its Meeting held on 14th October 2023;
control system to ensure that it remains effective and
aligned with the business requirements of your Company. l scheme of Amalgamation of Texmaco West Rail
Limited, a wholly owned subsidiary of the
The Company's Risk Management objectives include Company with the Company and their respective
monitoring and reviewing its Risk Management Plan, shareholders, subject to receipt of necessary
which involves identifying and addressing various approvals including from jurisdictional National
elements of risk. The Company has established a Risk Company Law Tribunal and the shareholders and
Management Policy and a comprehensive framework to creditors of the companies involved in the
mitigate potential losses from systematic issues. This Policy Scheme;
encompasses processes for risk assessment, identication
of both internal and external risks, including cyber security l scheme of Arrangement between the Company
risks, and outlines detailed procedures for risk evaluation and Belgharia Engineering Udyog Private Limited,
and mitigation. The Risk Management Committee a wholly owned subsidiary of the Company and
periodically reviews the Policy to ensure its effectiveness. their respective shareholders and creditors for
t ra n s fe r o f t h e Tra n s fe r re d U n d e r t a k i n g
Your Company is having a Risk Management Committee
comprising the Infra – Rail & Green Energy Division
('RMC') duly constituted by the Board of Directors of the
on slump exchange basis subject to receipt of
Company. The composition of the RMC is provided in the
necessary approvals including from Stock
Report on Corporate Governance which forms a part of this
Exchanges, jurisdictional National Company Law
Report
Tribunal and the shareholders and creditors of the
companies involved in the Scheme.
DISCLOSURES

(a) There has been no change in the nature of business of (f ) During the year, the Board of Directors had approved
the Company during the year under review. the alteration of the Object Clause of the
Memorandum of Association of the Company in order
26
 Corporate Overview Statutory Reports Financial Statements

to enable the Company to enter into newer elds of During the year, no complaint was received by the ICC.
upcoming opportunities in real estate segment from
time to time. The said alteration was approved by the (j) Disclosure with respec t to compliance of
shareholders by way of Postal Ballot. Secretarial Standards

(g) Share Capital The Company has duly complied with the necessary
requirements of the Secretarial Standards relating to
During the year, there was no change in the Board Meetings and General Meetings, as issued by
share capital of the Company. The Paid up share the Institute of Company Secretaries of India.
capital of the Company as at 31st March 2025 was
` 39,94,67,302. OTHER INFORMATION

Raising of funds by issuance of Convertible Annual Return

Warrants
The copy of the Annual Return in the prescribed format is
During the year, your Company has allotted 77,72,020 available on the website of the Company. The weblink for
Convertible Warrants i.e 38,86,010 Convertible accessing Annual Return is: [Link]
Warrants each to Samena Green Ltd & Adventz Finance content/uploads/2025/08/[Link]
Pvt Ltd on 12th April 2024 by way of preferential issue at
a price of `193 per warrant upon receipt of 25% of Dividend Distribution Policy
consideration. The remaining 75% of the
consideration will be paid at the time of conversion of Your Company has in place a Dividend Distribution Policy
warrants into equity shares anytime within eighteen in line with the requirements of the Listing Regulations.
months from the date of allotment. During the year, there has been no change in the policy.

The web link for accessing such policy is: https://

(h) Deposits
w w [Link]/wp - content/uploads/2023/01/
During the FY'25, the Company has not accepted any Dividend_Distribution_Policy.pdf
Deposit under the provisions of the Act.
Corporate Governance
(i) Disclosures under the Sexual Harassment of
Report on Corporate Governance along with certi cate
Women at Workplace (Prevention, Prohibition and
from Statutory Auditor con rming compliance of
Redressal) Act, 2013
conditions of Corporate Governance pursuant to the
Your Company has in place an Internal Complaints Listing Regulations is enclosed as Annexure F and forms a
Committee ('ICC'), formed in accordance with the part of this Report.
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, Business Responsibility & Sustainability Report
2013 and the Rules framed thereunder to promote safe
Business Responsibility & Sustainability Report pursuant to
& healthy working environment and to redress
the Listing Regulations is enclosed as Annexure G and
complaints received regarding sexual harassment. The
forms a part of this Report.
ICC meets at regular intervals.
Particulars of Loans, Guarantees and Investments
Further, your Company has a Policy on prevention of
Sexual Harassment in accordance with the said Act
The details of Loans, Corporate Guarantees and
and Rules.
Investments made during the nancial year under the
27
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

provisions of Section 186 of the Act have been disclosed in (b) relevant accounting policies are applied consistently
the nancial statements of the Company. and the judgments and estimates made are
reasonable and prudent so as to give a true and fair
Related Party Transactions view of the state of affairs of the Company at the end of
the nancial year and of the pro t and loss of the
All related party transactions took place during the FY'25 Company for that period;
were entered in the ordinary course of business and on
arm's length basis. (c) proper and sufficient care had been taken for the
maintenance of adequate accounting records in
An omnibus approval from the Audit Committee for the accordance with the provisions of the Companies Act,
nancial year is obtained for the transactions which are 2013 for safeguarding the assets of the Company and
repetitive in nature. All related party transactions are for preventing and detecting fraud and other
reported to and approved by the Audit Committee / Board. irregularities;
The details of such transactions were also placed before
the Audit Committee and the Board for their review, on a (d) the Annual Financial Statements of the Company have
quarterly basis. During the year, there was no material been prepared on a going concern basis;
related party transaction entered into by the Company and
as such disclosure in Form AOC-2 is not required. (e) they had laid down internal nancial controls to be
followed by the Company and that such internal
The Company has in place a policy on dealing with related nancial controls are adequate and were operating
party transactions and the same is disclosed on the effectively; and
Company's website. The web link for accessing such policy
is: [Link] (f ) they had devised proper systems to ensure
2023/01/[Link] compliance with the provisions of all applicable laws
and that such systems were adequate and operating
DIRECTORS' RESPONSIBILITY STATEMENT U/S 134 (5) effectively.
OF THE COMPANIES ACT, 2013

Your Directors state that:

For and on behalf of the Board
(a) in the preparation of the Annual Financial Statements
for the nancial year ended 31st March 2025, the Dated: 16th May 2025 S. K. Poddar
applicable accounting standards had been followed Place: Kolkata Chairman
along with proper explanation relating to material
departures;

28
 Corporate Overview Statutory Reports Financial Statements

ANNEXURE -A
Annual Report on Corporate Social Responsibility (CSR)
[Pursuant to clause (o) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014]

1. Brief outline on CSR Policy of the Company.

Our comprehensive CSR framework operates under the strategic guidance of a robust policy structure, with
dedicated oversight provided by the CSR Committee. This Committee has been duly constituted and formally
approved by the Board of Directors in full compliance with Section 135 of the Companies Act, 2013. The detailed CSR
policy is available for stakeholder reference on the Company's official website.
Anchored by our fundamental commitment to sustainable social impact, the Company continues to demonstrate
excellence in corporate citizenship. During the reporting period, we have strengthened our community engagement
initiatives, reinforcing our dedication to meaningful social transformation through strategic interventions and
measurable outcomes.
2. Composition of CSR Committee:
Sl. Name of Directors Designation / Number of meetings of Number of meetings
No. Nature of CSR Committee held of CSR Committee
Directorship during the year attended during the
year
1. Mr. Indrajit Mookerjee, Executive Director Chairperson 2 2
2. Mr. Utsav Parekh, Independent Director Member 2 2
3. Mr. A.K. Vijay, Executive Director Member 2 2

3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company.

The weblink for accessing the composition of CSR Committee is:

[Link]

The weblink for accessing CSR Policy & projects approved by the Board is:

[Link]

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance
of sub-rule (3) of rule 8, if applicable: N.A.

5. (a) Average net pro t of the company as per section 135(5)– ` 7,784.72 Lakhs

(b) Two percent of average net pro t of the company as per section 135(5) – ` 155.69 Lakhs

(c) Surplus arising out of the CSR projects or programmes or activities of the previous nancial years - NIL

(d) Amount required to be set-off for the nancial year, if any – ` 18.86 Lakhs

(e) Total CSR obligation for the nancial year (b+c-d)– ` 136.83 Lakhs
29
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

6. (a) Amount spent on CSR projects (both ongoing project and other than ongoing project):
` 80.90 Lakhs

(b) Amount spent in Administrative Overheads – NIL

(c) Amount spent on Impact Assessment, if applicable – NIL

(d) Total amount spent for the Financial Year (a+b+c)– ` 80.90 Lakhs

(e) CSR amount spent or Unspent for the Financial Year–

Amount Unspent (in `)

Total Amount Spent Total Amount transferred to Amount transferred to any fund speci ed under Schedule
for the Financial Year. Unspent CSR Account as per VII as per second proviso to section 135(5).
(in `) section 135(6). (in `)
Amount Date of transfer Name of Amount Date of transfer
the Fund
` 80.90 lakhs ` 58.50 Lakhs 30.04.2025 N.A.

(f ) Excess amount for set-off, if any – ` 2.57 lakhs

Sl. No. Particular Amount (` in lakhs)

i Two percent of average net pro t of the company as per section 135(5) 136.83*
ii Total amount spent for the Financial Year 139.40#
iii Excess amount spent for the nancial year [(ii)-(i)] 2.57
iv Surplus arising out of the CSR projects or programmes or activities
of the previous nancial years, if any -
v Amount available for set off in succeeding nancial years [(iii)-(iv)] 2.57
*
Net of excess contribution of `18.86 Lakhs from previous year set-off in the current nancial year.
#
including `58.50 Lakhs transferred to Unspent CSR Account.

7. Details of Unspent CSR amount for the preceding three Financial Years:

(1) (2) (3) (4) (5) (6) (7) (8)

Amount transferred to a fund
Sl. No. Preceding Amount Balance Amount Amount De ciency,
as speci ed under Schedule
Financial transferred to Amount in spent in the remaining to be if any
VII as per second proviso to
Year. Unspent CSR Unspent CSR Financial spent in
sub-section (5) of section 135,
Account under Account under Year succeeding
if any.
section 135 (6) section 135 (6) ( `in lakhs) Financial Years.
( ` in lakhs) ( ` in lakhs) Amount Date of (in `)
( ` in lakhs) transfer
NIL

30
 Corporate Overview Statutory Reports Financial Statements

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in
the Financial Year: No
If Yes, enter the number of Capital assets created/ acquired: N.A.
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount
spent in the Financial Year:

Sl. No. Short particulars of Pin code of Date of Amount of Details of entity/ Authority/ bene ciary of
the property or asset the property creation CSR amount the registered owner
(s) [including or asset(s) spent
CSR Name Registered
complete address and
Registration address
location of the
Number, if
property]
applicable
(1) (2) (3) (4) (5) (6)
NIL

9. Specify the reason(s), if the company has failed to spend two per cent of the average net pro t as per section 135(5) of
the Act.

During the FY'25, the Company had spent `80.90 Lakhs on various CSR projects. The unspent balance of
th
`58.50 Lakhs is towards ongoing projects and has been transferred to unspent CSR Account on 30 April 2025. This
balance amount will be spent in accordance with the provisions of the Act.

S. K. Poddar Indrajit Mookerjee

Chairman Chairman of CSR Committee

31
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

ANNEXURE - B
[Particulars of employees under Section197 (12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(1) (2) (3) (4) (5) (6) (7) (8)

Name Designation Age Remuneration Quali cations Experience Date of Previous
(Years) (`) (Years) Commencement of Employment
Employment

Top Ten Employees in terms of Remuneration drawn / Employed throughout the year / part of the year and in receipt of remuneration aggregating ` 1,02,00,000 or
more per annum / ` 8,50,000 or more per month

1. Poddar Saroj Kumar Executive 79 4,89,51,483 [Link] (Hons) 56 01-01-2006 M/s. Poddar Heritage
Chairman Investments Limited

Executive 4,20,43,100
2. Kamath Udyavar Vittal Director 60 B.E.(Electrical) 38 01-04-2017 M/s. Square
(on Merger of Bright Automation
power into the Company)

3. Mukherjee Sudipta Managing Post Graduate in

Director 50 2,01,84,873 01-06-2023 M/s. Titagarh Rail
Management 27
Systems Limited

4. Mookerjee Indrajit M/s. Lorch Welding

Executive Director & 77 1,77,47,531 [Link] (Hons) 53 02-04-2020 Products Private
Vice Chairman Limited
5. Kela Damodar Hazarimal Corporate M/s. Hindusthan
Advisor 84 1,68,30,800 B.E. (Metallurgy) 59 14-11-2000 Engineering &
Industries Limited

6. Hemant Bhuwania Chief Financial M/s. Price

40 1,15,77,854 CA 18 01-03-2011
Officer Waterhouse Coopers

7. Vijay Ashok Kumar 72 M/s. Hindusthan

Executive 1,14,75,397 CA,CS 48 17-10-2001 Engineering &
Director Industries Limited

8. Bhatlekar Bhaskar Nitin Chief Procurement 53 94,40,909 [Link]

23 M/s. Greaves Cotton
Officer (Mechanical) 16-08-2022
Ltd.

Chartered
9. Kottawar Dattatraya Chief Operating Engineer & 38 27-06-2017
58 89,89,992 M/s. Atkins Global UK
Arvind Officer-Infra-Electrical Electrical & India
Division Engineering
10. Avijit Mitra Chief Executive 58 88,22,048 Mechanical
Officer - Steel Engineer, Foundry 33 19-10-2021 M/s. Ashok Iron
Foundry Technology

Notes:
1. Remuneration as shown above includes Salary, House Rent, LTA, Medical Bene ts, Bonus, Performance / Variable pay, Contribution to Provident Fund, Superannuation Fund, etc.
as per the Company's rules;
2. Mr Akshay Poddar is the son of Mr Saroj Kumar Poddar;
3. Employees named above are Whole-time / contractual employees of the Company
4. Except Mr S. K. Poddar, none of the employees mentioned above holds more than 2% of the Equity Shares of the Company along with their spouse and dependent children;
5. Other terms and conditions as per the Company's rules.

32
 Corporate Overview Statutory Reports Financial Statements

ANNEXURE - C
[Disclosure relating to remuneration as required under Section197 (12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014]

a. The ratio of remuneration of each of the Directors and Key Managerial Personnel to the median remuneration of the
employees of the Company for the nancial year ended 31st March 2025 is as below:

Sl. No. Name of Directors/KMP Designation Ratio of Increase in

Remuneration remuneration
to Median over previous
Remuneration of all Financial
the employees Year (in%)
i Mr S. K. Poddar Executive Chairman 124:1 19.61
ii Mr Indrajit Mookerjee Executive Director & Vice Chairman 45:1 42.01
iii Mr Sudipta Mukherjee Managing Director 51:1 12.50
iv Mr U.V. Kamath Executive Director 106:1 98.50
v Mr A. K. Vijay Executive Director 29:1 7.50
vi Mr D. R. Kaarthikeyan* Independent Director 1:1
vii Mr Utsav Parekh Independent Director 3:1 N.A. (Sitting
viii Mr P. S. Bhattacharyya Independent Director 2:1 Fees &
ix Mr Virendra Sinha Independent Director 2:1 Commission
x Ms Rusha Mitra Independent Director 2:1 was paid in
xi Mr Hemant Bangur# Independent Director 1:1 terms of the
xii Mr Marco Philippus provisions of
Ardeshir Wadia@ Independent Director 1:1 the Act)
xiii Mr Akshay Poddar Non-executive & Non-Independent Director 2:1
xiv Mr Amitabha Guha$ Independent Director 1:1
xv Mr Hemant Bhuwania% Chief Financial Officer 29:1 44.09
xvi Mr K. K. Rajgaria Company Secretary 21:1 21.94

b. The percentage increase in the median remuneration of employees in the nancial year ended
March 2025 17.30%
st
c. The number of permanent employees on the Company as at 31 March 2025: 1964
d. Median Remuneration and Average Remuneration of all employees have increased by: 17.30% and 12.94% respectively.
In order to ensure that remuneration re ects Company's performance, the variable pay is linked to organization and
business unit's performance, apart from individual performance.
e. The remuneration of the Directors, KMP and other employees is in accordance with the Remuneration Policy of the
Company. The same can be accessed on the website of the Company at the link:
[Link]
*
Ceased w.e.f. 3rd September 2024
#
Appointed w.e.f. 16th May 2024
@
Appointed w.e.f. 30th December 2024
$
Resigned w.e.f. 1st October 2024
%
Resigned w.e.f. 31st March 2025

33
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

ANNEXURE - D
[Information as per Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]

(A) Conservation of energy -

(a) the steps taken or impact on conservation of energy: The Company has implemented comprehensive energy
conservation strategies to minimize greenhouse gas emissions and align with sustainable practices. Key initiatives
include:
· Deployment of LED lighting systems across all office premises and manufacturing facilities to reduce electricity
consumption
· Installation and commissioning of Power Factor Improvement Systems throughout the operational year to optimize
electrical efficiency
· Ongoing transition toward renewable energy sources with planned solar power installations at manufacturing units
(b) the steps taken by the Company for utilising alternate sources of energy: The Company has made signi cant progress in
adopting renewable energy solutions:
· Successfully commissioned a 50KW rooftop solar panel system at the Corporate Office, which is operating effectively
and contributing to the facility's energy requirements
· Executed agreements for the establishment of a 10 MW open-access solar power plant in Chhattisgarh, representing a
substantial commitment to renewable energy generation
These initiatives demonstrate the Company's dedication to environmental stewardship while reducing operational
costs through sustainable energy practices.
(c) The capital investment on energy conservation equipments:
i. Installed 2500 KVA at 11 KV Transformer & PCC Panel to shift the load from over loaded other Transformers.
ii. Installed 1600 KVA at 11 KV Transformer & PCC Panel for Flash Butt Welding Machine
iii. Two nos. 11KV/ 650KVA Transformer installed and commissioned. All Electrical heat treatment furnaces have been put/
connected with 440V bus
iv. Installation of new VCBs with Microprocessor based Control system.
v. Replacement of old power cables with new XLPE cable to minimize Distribution Losses
vi. Installation of Fix Capacitor Banks along with Large Motors to improve Power Factor and Efficiency of equipment.
vii. Efficiency improvements with utilization of high efficiency motors and equipments.
viii. Implementation of recommendations of Energy auditor.

(B) Technology absorption-

i. the efforts made towards technology absorption and the bene ts derived like product improvement, cost reduction,
product development or import substitution : The Company operates an in-house Research & Development Centre that
has received formal recognition from the Department of Scienti c & Industrial Research under the Ministry of Science &
Technology, Government of India. Throughout the year, the R&D Centre successfully executed multiple projects focused
on developing new products and enhancing existing product lines. These technology absorption efforts have
contributed to product improvements, cost optimization, accelerated product development cycles, and reduced
dependence on imports, thereby strengthening the Company's competitive position and operational efficiency.
ii. in case of imported technology (imported during the last three years reckoned from the beginning of the nancial year)
N.A.
iii. the expenditure incurred on Research and Development - NIL

(C) Foreign exchange earnings ₹19,186.01 Lakhs and outgo ₹15,111.68 Lakhs

34
 Corporate Overview Statutory Reports Financial Statements

ANNEXURE - E
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2025
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To 5. The following Regulations prescribed under the

The Members Securities and Exchange Board of India Act, 1992 ('SEBI
Texmaco Rail & Engineering Limited Act'):
We have conducted the Secretarial Audit of the compliance a) The Securities and Exchange Board of India
of applicable statutory provisions and the adherence to good (Substantial Acquisition of Shares and Takeovers)
corporate practices by TEXMACO RAIL & ENGINEERING Regulations, 2011;
LIMITED (hereinafter called the 'Company'). The Secretarial b) The Securities and Exchange Board of India
Audit was conducted in a manner that provided us a (Prohibition of Insider Trading) Regulations,
reasonable basis for evaluating the corporate conducts/ 2015;
statutory compliances and expressing our opinion thereon.
c) The Securities and Exchange Board of India (Issue
Based on our veri cation of the Company's books, papers, of Capital and Disclosure Requirements)
minute books, forms and returns led and other records Regulations, 2018;
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized d) The Securities and Exchange Board of India
representatives during the conduct of secretarial audit, we (Share Based Employees Bene ts and Sweat
hereby report that in our opinion, the Company has, during Equity) Regulations, 2021;
the audit period covering the nancial year ended on e) The Securities and Exchange Board of India
31st March, 2025 complied with the statutory provisions listed (Registrar to an Issue and Share Transfer Agents)
hereunder and also that the Company has maintained proper Regulations, 1993 regarding the Companies Act,
Board-processes and Compliance-mechanism in place to the 2013 and dealing with client;
extent, in the manner and subject to the reporting made
hereinafter: 6. The following other laws specially applicable to the
Company:-
We have examined books, papers, minute books, forms and
a) Factories Act, 1948 read with Rules;
returns led and other records maintained by TEXMACO
RAIL & ENGINEERING LIMITED for the nancial year ended b) Industrial Dispute Act, 1947 read with Rules;
on 31st March, 2025 according to the provisions of the
c) Environment (Protection) Act, 1986 read with Rules;
following, in so far as they are applicable to the Company:
We have also examined compliance with the applicable
1. The Companies Act, 2013 ('the Act') and the rules made
Clauses/ Regulations of the following:
thereunder;
(i) Secretarial Standards issued by The Institute of
2. The Securities Contract (Regulation) Act,1956 ('SCRA')
Company Secretaries of India;
and the rules made thereunder;
(ii) The SEBI (Listing Obligations and Disclosure
3. The Depositories Act, 1996 and the Regulations and Bye-
Requirements) Regulations, 2015.
laws framed thereunder;
During the period under review, the Company has complied
4. The Foreign Exchange Management Act, 1999 and the
with the provisions of the Act, Rules, Regulations, Guidelines,
Rules and Regulations made there under to the extent of
Standards, etc., mentioned above.
Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowing;

35
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

We further report that: - withdrawal of Scheme of Arrangement and

Demerger of Texmaco Rail & Engineering Limited
l the Board of Directors of the Company is duly
and Belgharia Engineering Udyog Private Limited
constituted with proper balance of Executive Directors,
which was earlier approved by the Board of
Non – Executive Directors and Independent Directors.
Directors at its Meeting held on 14th October 2023;
There were no changes in the composition of the Board
of Directors that took place during the period under - scheme of Amalgamation of Texmaco West Rail
review except for the appointments of Mr Hemant Limited, a wholly owned subsidiary of the
Bangur and Mr Marco Philipus Ardeshir Wadia as Company with the Company and their respective
Independent Directors of the Company w.e.f. 16th May shareholders, subject to receipt of necessary
2024 and 30th December 2024 respectively. Further, approvals including from jurisdictional National
Mr Amitabha Guha, Independent director had resigned Company Law Tribunal and the shareholders and
w.e.f. 1stOctober 2024. creditors of the companies involved in the Scheme;
l during the year, Mr D. R. Kaarthikeyan ceased to be an - scheme of Arrangement between the Company
Independent Director of the Company w.e.f close of and Belgharia Engineering Udyog Private Limited, a
business on 3rd September 2024 in view of completion of wholly owned subsidiary of the Company and their
his tenure. Further, Mr P. S. Bhattacharyya was respective shareholders and creditors for transfer
re-appointed as an Independent Director of the of the Transferred Undertaking comprising the
Company for a period of 5 ( ve) years w.e.f. 1st January Infra – Rail & Green Energy Division on slump
2025. exchange basis subject to receipt of necessary
approvals including from Stock Exchanges,
l during the year, Mr Hemant Bhuwania, CFO had
jurisdictional National Company Law Tribunal and
resigned w.e.f. close of business on 31st March 2025.
the shareholders and creditors of the companies
Further, Mr. Kishor Kumar Rajgaria, Company Secretary
involved in the Scheme.
& Compliance Officer was re-designated as the CFO of
the Company w.e.f. 1stApril 2025 and Mr. Sandeep Kumar We further report that during the year under review, the
Sultania was appointed as the Company Secretary & Company has allotted 77,72,020 convertible warrants at a
Compliance Officer of the Company w.e.f. 1st April 2025. price of ` 193 each by way of preferential issue upon receipt
of payment of 25% of the consideration of the warrants.
l adequate notice is given to all directors to schedule the
Board Meetings, Agenda and detailed Notes on Agenda We further report that during the year under review, the
were sent at least seven days in advance, and a system Company has altered its Objects Clause and amended the
exists for seeking and obtaining further information and Memorandum of Association.
clari cations on the agenda items before the Meeting
We further report that during the year under review,
and for meaningful participation at the Meeting.
M/s. Texmaco Defence Systems Private Limited ceased to be
l unanimously/ majority decision is carried through while an associate of the Company.
the dissenting member's views are captured and
We further report that there are adequate systems and
recorded as part of the minutes.
processes in the Company commensurate with the size and
We further report that during the year under review, the operations of the Company to monitor and ensure
Board of Directors at its Meeting held on 31st January 2025 compliance with applicable laws, rules, regulations and
had approved: guidelines.
For S R & Associates
Company Secretary
Partner
Unique Code of Partnership Firm: P2008WB016700

Name of Company Secretary in Practice: GEETA ROY CHOWDHURY

Membership No: FCS: 7040; C.P. No.: 7741
Unique Code of Number: 12007WB599800
Place : Kolkata Peer Review Cert No :- 2444/2022
Dated : 16th May 2025 UDIN: F007040G000358261

Note: This report is to be read with Annexure which forms an integral part of this report.
36
 Corporate Overview Statutory Reports Financial Statements

Annexure

To
The Members
Texmaco Rail & Engineering Limited

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The veri cation was done on test basis to ensure that correct
facts are re ected in secretarial records. We believe that the processes and practices we followed provide a reasonable
basis for our opinion.

3. We have not veri ed the correctness and appropriateness of nancial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the
responsibility of management. Our examination was limited to the veri cation of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For S R & Associates

Company Secretary
Partner
Unique Code of Partnership Firm: P2008WB016700

Name of Company Secretary in Practice: GEETA ROY CHOWDHURY

Membership No: FCS: 7040; C.P. No.: 7741
Unique Code of Number: 12007WB599800
Place : Kolkata Peer Review Cert No :- 2444/2022
Dated : 16th May 2025 UDIN: F007040G000358261

37
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

ANNEXURE - F
Report on Corporate Governance
1. Company's philosophy on Code of Governance: -
The core values of the Company's Corporate Governance are transparency, professionalism, accountability, customer focus,
teamwork, quality, fairness and social responsibility.
Your Company is committed to ful l these objectives and enhance the wealth generating capacity, keeping in mind the
long-term interest of the stakeholders. The Company believes in adopting and adhering to the best Corporate Governance
practices and continuously benchmarking itself against the best practices in the industry.
2. Board of Directors: -
The Company's Board of Directors ('Board') holds a duciary duty towards the stakeholders. Your Company's Board
comprises 12 (twelve) Directors, representing the optimum mix of professionalism and knowledge with diverse experience
and in compliance with the provisions of the Companies Act, 2013 ('Act') and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). 6 (Six) Directors of the current
strength of the Board are Independent Directors as on 31st March 2025. The category of Directors, number of Directorships in
other companies including the name of listed entities and their category thereof and the number of Committees in which
such Director is a Chairperson or Member are mentioned below: -

Name of the Category of No. of Name of other listed entities No. of Chairpersonship/
Directors Directorship Directorships where the person is a Director and Membership of
in other the category of directorship Board Committees in
Companies** Companies ^^
Name Category Chairperson Member
Mr S. K. Poddar Executive 10 Non-Executive & Non - -
(DIN: 00008654) Chambal Fertilisers and
Chairperson - Independent Director-
Chemicals Limited
Promoter Chairperson
Zuari Agro Chemicals Limited Non-Executive & Non
Independent Director-
Chairperson
Zuari Industries Limited Non-Executive & Non
Independent Director-
Chairperson
Paradeep Phosphates Ltd Non-Executive & Non
Independent Director-
Chairperson

Mr Indrajit Executive 7 - - - 1
Mookerjee Director & Vice -
(DIN: 01419627) Chairman

Mr Sudipta Managing 5 - - - 1
Mukherjee Director
(DIN: 06871871)

Mr P. S. Independent 10 Veedol Corporation Limited Non-Executive & 2 3

Bhattacharyya Independent Director
(DIN:00329479) Non-Executive &
Ramkrishna Forgings Limited Independent Director
Non-Executive &
Mcnally Bharat Engg Co. Ltd. Independent Director -
Chairperson
Mr D. R. NA NA
Independent NA NA NA
Kaarthikeyan#
(DIN:00327907)

38
 Corporate Overview Statutory Reports Financial Statements

Name of the Category of No. of Name of other listed entities No. of Chairpersonship/
Directors Directorship Directorships where the person is a Director and Membership of
in other the category of directorship Board Committees in
Companies** Companies ^^
Name Category Chairperson Member
Independent 11 SMIFS Capital Markets Non-Executive &
Mr Utsav Parekh 3 7
Limited Non-Independent Director-
(DIN: 00027642) Chairperson
Spencer's Retail Limited Non-Executive &
Independent Director
Eveready Industries India Ltd. Non-Executive &
Non-Independent Director
Jay Shree Tea & Industries Non-Executive &
Limited Independent Director
Non-Executive &
Firstsource Solutions Limited Independent Director
Mr Virendra Sinha Independent 6 Electrosteel Castings Limited Non-Executive &
- 4
(DIN: 03113274) Independent Director

Andhra Paper Limited Non-Executive &

Independent Director
Non-Executive & 3 9
Ms Rusha Mitra Independent 9 Harrisons Malayalam Ltd
Independent Director
(DIN: 08402204)
Lux Industries Limited Non-Executive &
Independent Director
Non-Executive &
GKW Ltd Independent Director
Non-Executive &
Naga Dhunseri Group Ltd.
Independent Director
PCBL Chemical Limited Non-Executive &
Independent Director
Quest Capital Markets Limited Non-Executive &
Independent Director
Mr Hemant Independent 12 Gloster Limited Executive Director - - 5
Bangur$ Chairperson
(DIN: 00040903) Shri Vasuprada Plantations Non-Executive & Non-
Limited Independent Director-
Chairperson
The Phosphate Co. Limited Non-Executive & Non
Independent Director
The Cochin Malabar Estates and Non-Executive & Non
Industries Limited Independent Director
Mr Marco Ph. A. Wadia^ Independent 8 Stovec Industries Limited Non-Executive & 1 2
(DIN: 00244357) Independent Director
Mangalore Chemicals & Non-Executive &
Fertilizers Limited Independent Director
Mr Amitabha Guha* Independent NA NA NA NA NA
(DIN: 02836707)
Mr Akshay Non-executive & 17 Texmaco Infrastructure & Non-Executive & Non 1 2
Poddar+ Non-independent Holdings Limited Independent Director -
(DIN: 00008686) - Promoter Chairperson
Adventz Securities Non-Executive & Non
Enterprises Limited Independent Director
Mangalore Chemicals & Non-Executive & Non
Fertilizers Limited Independent Director-
Chairperson
Zuari Agro Chemicals Non-Executive & Non
Limited Independent Director
Mr U. V. Kamath Executive - - - - -
(DIN: 00648897)
Mr A. K. Vijay 4 - - -
Executive 1
(DIN: 01103278)
#
Ceased w.e.f close of business on 3rd September 2024
$
Appointed w.e.f. 16th May 2024
^
Appointed w.e.f. 30th December 2024
*
Resigned w.e.f. 1st October 2024
+
Mr Akshay Poddar is the son of Mr S. K. Poddar.
**
Excluding Foreign Companies.
^^
Membership / Chairpersonship in Audit Committee and Stakeholders Relationship Committee, including those in the Company. 39
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

No Director of the Company was a member of more than 10 (ten) committees or Chairperson of more than 5 ( ve) committees across the
Public / Listed companies in which he / she was a Director as on 31st March 2025. For the purpose of determination of limit, chairpersonship
and membership of the Audit Committee and the Stakeholders Relationship Committee had been considered. Further, the
chairpersonship in the said committee(s) is also considered as the membership as disclosed in the Report.
During the year, Mr. Hemant Bangur was appointed as an Independent Director of the Company w.e.f. 16th May 2024 and
Mr. D. R. Kaarthikeyan ceased to be an Independent Director of the Company w.e.f close of business on 3rd September 2024 in view of
completion of his tenure.
Further, Mr. Amitabha Guha, Independent Director resigned from the Board w.e.f. 1st October 2024, in view of his personal reasons &
Mr. Marco Philipus Ardeshir Wadia was appointed as an Independent Director of the Company w.e.f. 30th December 2024 in compliance
with the provisions of the Act and the Listing Regulations.

The attendance of the Directors at the Board Meeting and at the last Annual General Meeting held during the FY'25 are given below: -

Board Meeting Dates AGM Date

th th th th th st th
Name of the Directors 19 16 25 13 25 31 25 25th
April May July August October January March September
2024 2024 2024 2024 2024 2025 2025 2024
Mr. S. K. Poddar (Chairman) √ √ √ √ √ √ √ √
Mr. D. R. Kaarthikeyan# √ √ √ × NA NA NA NA
Mr. Utsav Parekh √ √ √ √ √ √ √ √
Mr. Akshay Poddar √ √ √ √ √ √ √ √
Mr. U. V. Kamath × √ √ × √ √ √ √
Mr. A. K. Vijay √ √ √ √ √ √ √ √
Mr. Indrajit Mookerjee √ √ √ √ √ √ √ √
Mr. Sudipta Mukherjee √ √ √ √ √ √ √ √
Mr. Virendra Sinha √ √ √ √ √ √ √ √
Ms. Rusha Mitra √ √ √ √ × √ √ √
Mr. P. S. Bhattacharyya √ √ √ √ √ √ √ ×
Mr. Amitabha Guha* √ √ √ √ NA NA NA √
Mr. Hemant Bangur@ NA NA √ √ √ × √ √
Mr. Marco. Ph. A. Wadia^ NA NA NA NA NA √ √ NA
#
Ceased w.e.f close of business on 3rd September 2024
*
Resigned w.e.f. 1st October 2024
@
Appointed w.e.f. 16th May 2024
^
Appointed w.e.f. 30th December 2024

Skills/expertise/competencies identi ed by the Board: - 4. Financial: The Directors of your Company possess vast
The skills/expertise/competencies identi ed by the Board as experience in handling nancial management along
required in the context of its business(es) and the sector(s) it with an understanding of accounting and nancial
operates into are as follows: - statements to ensure that the Company can achieve
pro ciency in managing complex nancial systems.
1. Strategic Planning: Your Company strives to achieve a
competitive advantage in the market based on its 5. Governance: Your Company strives to adopt best
strategic planning and research activities. business practices in the sectors it operates into and in
maintaining transparency with the shareholders.
2. Sales & Marketing: Your Company's overall sales Practicing good Corporate Governance has been your
performance has remarkably improved over the last Company's backbone and a marked accolade.
few years. With regular market study and emphasis on
consumerism, your Company seeks to achieve long- 6. Global Presence: With ever-increasing competition,
term marketing synergies. your Company is drawing new heights in the
international arenas as well. With a view to become a
3. Technology: With a drive to enhance the technical base global leader, your Company has tied-up with the
and modify the existing ones, your Company is well global players to expand the reach of its product
equipped to set new benchmarks against the advanced portfolio worldwide.
technology available in the market.
40
 Corporate Overview Statutory Reports Financial Statements

Director's Area of Expertise: All the Directors on the Board possess most of the skills/ expertise/ competencies identi ed,
however their area of core expertise is given as below:

Areas of expertise
Name of the Directors Strategic Sales & Technology Financial Governance Global
Planning Marketing Presence
Mr. S. K. Poddar (Chairman) √ √ √ √ √ √
Mr. Utsav Parekh √ √ √ √ √
Mr. Virendra Sinha √ √ √ √ √
Ms. Rusha Mitra √ √ √
Mr. Akshay Poddar √ √ √ √ √ √
Mr. Indrajit Mookerjee √ √ √ √ √
Mr. Sudipta Mukherjee √ √ √ √ √
Mr. U. V. Kamath √ √ √ √
Mr. A. K. Vijay √ √ √ √ √
Mr. P. S. Bhattacharyya √ √ √ √
Mr. Hemant Bangur √ √ √
Mr. Marco Ph. A. Wadia √ √ √

3. Audit Committee: -
The role of the Audit Committee of the Company inter-alia includes oversight of the nancial reporting process including
its quality and integrity; review of controls and nancial statements; monitoring of legal and regulatory compliances;
review of the auditors' independence and the performance of Company's internal audit function.
Terms of Reference and Composition
The terms of reference of the Committee cover the matters speci ed for the Audit Committee under Section 177 of the Act
and the Listing Regulations.
The Audit Committee comprises 4 (Four) Directors. The Company Secretary of the Company acts as the Secretary to the
Audit Committee. During the FY'25, the Committee met 5 ( ve) times. The details of the Meetings of the Audit Committee
and the attendance of the Directors at the Meetings held during the nancial year are given below:

Meeting Dates
Name & Category of
th th
the Directors 19 April 15 May 12th August 23rd October 30th January
2024 2024 2024 2024 2025
Mr. Utsav Parekh, √ √ √ √ √
Chairperson, Independent
Mr. D. R. Kaarthikeyan#, Independent √ √ √ NA NA
Mr. Amitabha Guha*, Independent √ √ √ NA NA
Mr. Indrajit Mookerjee, Executive √ √ √ √ √
@
Mr. Hemant Bangur , Independent NA NA NA √ ×
$
Mr. Virendra Sinha , Independent NA NA NA √ √
# rd
Ceased w.e.f. close of business on 3 September 2024
*
Ceased w.e.f. 23rd September 2024
@
Appointed w.e.f. 23rd September 2024
$
Appointed w.e.f. 23rd September 2024

4. Nomination and Remuneration Committee:-

The role of the Nomination and Remuneration Committee of the Company inter-alia includes review & evaluation of the
Company's nomination process and to assist the Board in identifying, screening & reviewing individuals quali ed to serve as
Directors and KMPs.
41
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

The Committee under the nomenclature 'Compensation Committee' has the responsibility for administering the Employee
Stock Option Scheme of the Company.
Terms of Reference and Composition
The terms of reference of the Committee cover the matters speci ed for the Nomination and Remuneration Committee
under Section 178 of the Act and the Listing Regulations.
The Nomination and Remuneration Committee comprises of 3 (three) Directors. During the FY'25, the Committee met 5
( ve) times. The details of the Meetings of the Nomination and Remuneration Committee and the attendance of the
Directors at the Meetings held during the nancial year are given below:
Meeting Dates
Name & Category of the Directors th
13 May th
19 July 25th October 26th December 4th March
2024 2024 2024 2024 2025
Mr Utsav Parekh, √ √ √ √ √
Chairperson, Independent
Mr Akshay Poddar, √ √ √ √ √
Non-Executive & Non-Independent

Mr P. S. Bhattacharyya, Independent √ √ √ √ √

Remuneration of Directors

The Remuneration of Executive Directors is xed by the Board as recommended by the Nomination and Remuneration
Committee and approved by the Shareholders' at the General Meeting. Non-executive Directors are eligible for sitting fee
and a commission not exceeding 1% of the net pro ts of the Company for each nancial year, with a ceiling of ₹ 5,00,000/-
per annum on commission for each such Director. The sitting fee for attending the Board Meeting or Audit Committee
Meeting is ₹ 60,000/- each and the sitting fee for attending the other Committee/Sub-committee Meeting is ₹ 35,000/- each
as approved by the Board.

The Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on the
website of the Company. The Web link for accessing such policy is: [Link]
2023/01/REMUNERATION_POLICY_TexRail.pdf

The details of the remuneration paid to the Directors during the nancial year 2024-25 are given below:

i) Non-executive Directors

Name of the Directors Sitting Fee for Commission Total No. of Equity Shares
the year for the year held in the Company
(`) (`) (`)
Mr D. R. Kaarthikeyan 3,35,000 85,479 4,20,479 -
Mr Utsav Parekh 9,90,000 2,00,000 11,90,000 -
Mr Virendra Sinha 7,35,000 2,00,000 9,35,000 -
Ms Rusha Mitra 4,45,000 2,00,000 6,45,000 -
Mr Akshay Poddar* 6,60,000 - 6,60,000 2,64,820
Mr. P.S. Bhattacharyya 6,35,000 2,00,000 8,35,000 -
Mr. Amitabha Guha 3,60,000 1,00,274 4,60,274 -
Mr. Hemant Bangur 3,35,000 1,75,342 5,10,342 -
Mr. Marco Ph. A. Wadia 1,90,000 50,411 2,40,411 -
*
Mr. Akshay Poddar has waived off the commission for the FY’ 2024-25.
42
 Corporate Overview Statutory Reports Financial Statements

ii) Executive Directors

Name of the Directors Designation Salary Perquisites and Retirement

Allowances^ Bene ts
(`) (`) (`)
Mr S. K. Poddar Executive Chairman 3,67,56,000 1,21,95,483
Mr Indrajit Mookerjee Executive Director & 1,02,00,000 75,47,531
Vice Chairman As per Company's
Mr Sudipta Mukherjee Managing Director 67,50,000 1,34,34,873 Rules
Mr A. K. Vijay Executive Director 65,04,000 49,71,397
Mr U. V. Kamath Executive Director 69,99,996 3,50,43,104
^
Perquisites and Allowances include Performance / Variable Pay, House Rent Allowance, LTA, Medical Bene ts, Contribution to P.F.,
Superannuation Fund, Ex-gratia, etc.

5. Stakeholders Relationship Committee: - Share Transfer Agent, as the case may be, to facilitate
prompt redressal. During the FY'25, 132 (One Hundred
The role of the Stakeholders Relationship
Thirty Two) complaints were received from the
Committee inter-alia includes overseeing various
Shareholders, which were resolved within the
aspects of interest of stakeholders and redressal of
stipulated time period.
shareholders' / investors' grievances & complaints.
The Company has periodically submitted Investor
Terms of Reference and Composition
Grievance Report pursuant to the Listing Regulations to
The terms of reference of the Committee cover the the Stock Exchanges where the shares of the Company
matters speci ed for the Stakeholders Relationship are listed.
Committee under Section 178 of the Act and the
The Company has in place a policy on Investor
Listing Regulations.
Grievances.
The Stakeholders Relationship Committee
There was no request for transfer or transmission of
comprises 4 (four) Directors. During the FY'25, the
Equity Shares of the Company pending at the closure of
Committee met once. The detail of the Meeting of
the nancial year.
the Stakeholders Relationship Committee and the
attendance of the Directors at the Meeting held 6. Corporate Social Responsibility Committee: -
during the nancial year are given below:
The role of the Corporate Social Responsibility ('CSR')
Name & Category of the Meeting Date Committee inter-alia includes the overall responsibility
Directors 22nd January 2025 for identifying the areas of CSR activities, ascertaining
Mr Akshay Poddar, Chairperson, √ and recommending the amount of CSR expenditure to
Non-Executive & Non-Independent be incurred on the identi ed CSR activities, formulating
Mr A. K. Vijay, Executive √ and monitoring the CSR policy from time to time and
Ms Rusha Mitra, Independent √
overseeing implementation of the CSR activities /
programs of the Company. The Company has in place a
Mr Sudipta Mukherjee, Executive √
policy on CSR.
Mr Sandeep Kumar Sultania, Company Secretary is the Terms of Reference and Composition
Compliance Officer of the Company.
The terms of reference of the Committee cover the
The grievances received are dealt by the Registrar & matters speci ed for the CSR Committee under Section
S h a re Tra n s fe r Ag e nt / Co m p l i a n ce O ffi ce r / 135 of the Act.
Stakeholders Relationship Committee of the Company.
The CSR Committee comprises 3 (three) Directors.
All the grievances received from the Shareholders are During the FY'25, the Committee met 2 (two) times. The
redressed within the stipulated time. Shareholders are detail of the Meeting of the CSR Committee and the
requested to maintain their updated telephone / attendance of the Directors at the Meeting held during
mobile number and email address with their respective the nancial year are given below:
Depository Participants or the Company's Registrar &
43
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Name & Category of the Directors Meeting Dates Further, a separate Meeting of the Committee of
Independent Directors of the Company was held on
23rd October, 25th March, 30th January, 2025 for considering and recommending to the
2024 2025 Board the draft scheme of Arrangement between the
Mr Indrajit Mookerjee, Company & Belgharia Engineering Udyog Private Limited
Chairperson, Executive √ √ and their respective shareholders and creditors under
Sections 230 to 232 and other applicable provisions of the
Mr. Utsav Parekh, Independent √ √
Companies Act, 2013 on a slump exchange basis. All the
Mr A. K. Vijay, Executive √ √ Independent Directors except Mr. Hemant Bangur attended
the Meeting.
7. Risk Management Committee: - All Independent Directors have given declarations that they
meet the criteria of independence as laid down under
The role of the Risk Management Committee ('RMC') Section 149(6) of the Act and the Listing Regulations. In the
inter-alia includes managing the integrated risk and to assist opinion of the Board and on due assessment, the
the Board in developing, implementing & monitoring the Independent Directors ful l the conditions of
risk management plan / framework and policy for the independence as speci ed in the Act and the Listing
Company. The Company has in place a Risk Management Regulations.
Policy. 9. Senior Management:
As on 1st April 2025 Mr Avijit Mitra, Chief Executive Officer
Terms of Reference and Composition (Steel Foundry), Mr K. K. Rajgaria, Chief Financial Officer and
The terms of reference of the Committee cover the matters Mr Sandeep Kumar Sultania, Company Secretary are the
Senior Management Personnel of the Company.
as identi ed under the Act and the Listing Regulations.
During the FY'25, Mr K. K. Rajgaria was re-designated as the
The RMC comprises 3 (three) Directors. During the FY'25, the Chief Financial Officer ('CFO') of the Company w.e.f. 1st April
RMC met 2 (two) times. The details of the Meeting of RMC 2025 in place of Mr Hemant Bhuwania who had resigned
and the attendance of the Directors at the Meeting held from the position of CFO w.e.f. close of business on
during the nancial year are given below: 31st March 2025. Further, Mr Sandeep Kumar Sultania was
appointed as the Company Secretary & Compliance Officer
of the Company in place of Mr K. K. Rajgaria w.e.f.
Name & Category of Meeting Dates
1st April 2025.
the Directors th
17th March
19 August 10. Induction & Training of Board Members: -
2024 2025
To provide insight into the Company's operations and the
* roles and responsibilities of Independent Director, the
Mr D. R. Kaarthikeyan ,
Company periodically familiarises its Independent Directors
Chairperson, Independent √ NA
through various presentations, brie ngs, meetings, etc.
#
Mr Virendra Sinha , The Company has in place a mechanism to familiarize its
Chairperson, Independent NA √ Independent Directors about the Company, its operations,
Mr Indrajit Mookerjee, Executive √ √ the product portfolio, the industry and business structure
of the Company and its subsidiaries / associate.
Mr Sudipta Mukherjee, Executive √ √ The programme is periodically reviewed from time to time
to keep it aligned with the changes in the relevant statutory
*
Ceased w.e.f. 3rd September, 2024. provisions.
#
Appointed w.e.f. 23rd September, 2024. The details of programmes aimed to provide insights into
the Company for familiarisation of Independent Directors
8. Independent Directors: - with the Company, including their duties in the Company
During the FY'25, a separate Meeting of the Independent and related matters are available on the website of the
Directors of the Company was held on 19th March 2025. All Company. The web link for accessing such policy is:
the Independent Directors attended the Meeting. The [Link]
matters discussed at the Independent Directors Meeting, [Link] .
inter-alia, included the evaluation of the performance of
11. Whistle Blower Policy: -
Board and Non-Independent Directors including the
Chairman of the Company. The Performance evaluation The Company believes in promoting ethical behaviour and
criteria for Independent Directors are mentioned in the accordingly, there is a mechanism for reporting unethical
Report of the Board of Directors. behaviour, actual or suspected fraud or violation against the
Company's Code of Conduct. The objective of the policy is to

44
 Corporate Overview Statutory Reports Financial Statements

provide adequate safeguard measures against 13. Policy on Material Subsidiary: -

victimization. The Company has a Whistle Blower Policy The Company has a policy to determine its material
under which the employees are free to report any such subsidiary. The policy is also placed on the website of the
grievances to Mr Sandeep Kumar Sultania, Company Company. The web link for accessing such policy:- https://
Secretary & Compliance Officer of the Company, who has [Link]/wpcontent/ uploads/2023/01/Annexure-
been appointed as the Nodal Officer for this purpose. In [Link]
appropriate cases, employees may also report to the
During FY’25, the Company did not have any material
Chairman of the Audit Committee. No personnel was denied
subsidiary.
access to the Audit Committee of the Company .
The Policy is also placed on the website of the Company. The 14. Related Party Transactions
we b l i n k fo r a cce s s i n g s u c h p o l i c y i s : ht t p s : / / During the year under review, all related party transactions
[Link]/wpcontent/uploads/2023/01/Whistle- entered into by the Company, were approved by the Audit
[Link] Committee and were at arm's length and in the ordinary
course of business. Prior omnibus approval was obtained for
12. Internal Control System: -
related party transactions which are of repetitive nature and
The Internal Control System of the Company is aimed at entered in the ordinary course of business and on an arm's
proper utilization and safeguarding of the Company's length basis.
resources and to promote operational efficiency. The
In line with the requirements of the Act and the Listing
Internal Auditors of the Company as a part of their audit
Regulations, the Company has in place a Policy on Related
process periodically carry out a system & process audit to
Party Transactions.
ensure timely redressal of preventive controls. The ndings
of the Internal Audit and consequent corrective actions This Policy is also placed on the website of the Company.
initiated and implemented from time to time are placed The web link for accessing such policy is: https://
before the Audit Committee for its review. The Audit [Link]/wpcontent/uploads/2023/01/[Link]
Committee monitors the adequacy of the Internal Control
System and the summary of the audit ndings.

15. General Body Meetings: -

Details of the Annual General Meeting (AGM) held in the last three years are given below:

Financial Year Date and time of the No. of Special Resolutions Venue
AGM approved at the AGM
Held through Video Conferencing/
2023-24 25th September 2024 at 2:00 p.m. -
Other Audio Visual Means. The
2022-23 25th September 2023 at 1:00 p.m. - deemed venue of the Meeting was
the Registered Office of the Company
2021-22 30th September 2022 at 12 Noon 3 at Belgharia, Kolkata– 700 056

Whether Special Resolutions- completed on 15 th July 2024 and the Company had
submitted the results of the postal ballot to the stock
A. Were put through postal ballot last year -Yes
exchanges viz: BSE Limited and National Stock Exchange of
During the FY'25, the Company had put the following Special India Ltd. on 16th July 2024 .
Resolutions for approval by the Members Vide Postal Ballot
II. Postal Ballot Notice dated 25th October, 2024:
Notices dated 16 t h May 2024, 25 t h October 2024 &
31stJanuary 2025 respectively. (i) Re-appointment of Mr. Partha Sarathi Bhattacharyya
(DIN: 00329479) as an Independent Director of the
I. Postal Ballot Notice dated 16th May, 2024:
Company w.e.f. 1st January, 2025.
(i) Appointment of Mr Hemant Bangur (DIN: 00040903) as
(ii) Alteration in Object Clause of Memorandum of
an Independent Director of the Company w.e.f.
Association of the Company.
16thMay 2024.
The cut-off date for voting rights was 22nd November 2024.
The cut-off date for voting rights was 7th June 2024. The
The process of postal ballot through electronic mode was
process of postal ballot through electronic mode was
completed on 29th December 2024 and the Company had

45
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

submitted the results of the postal ballot to the stock In terms of provisions of the Act and Listing Regulations
exchanges viz: BSE Limited and National Stock Exchange of read with the circulars issued by the Ministry of
India Ltd. on 31st December 2024 . Corporate Affairs, the Company had sent the Notice to
the members in electronic form only and had extended
III. Postal Ballot Notice dated 31st January 2025:
only the remote e-voting facility to its members,
(i) Appointment of Mr. Marco Philippus Ardeshir Wadia enabling them to cast their votes electronically instead
(DIN: 00244357) as an Independent Director of the of submitting the Postal Ballot Forms.
Company w.e.f. 30th December 2024.
The Board of Directors of the Company had appointed
The cut-off date for voting rights was 14th February 2025. Ms Geeta Roy Chowdhury, Practicing Company
The process of postal ballot through electronic mode was Secretary (Membership No. F7040) as the Scrutinizer to
completed on 22nd March 2025 and the Company had conduct the process of the postal ballot in a fair and
submitted the results of the postal ballot to the stock transparent manner.
exchanges viz: BSE Limited and National Stock Exchange of
India Ltd. on 24th March 2025.

All the above mentioned Resolutions have been duly approved by the Members of the Company with the requisite majority. The
details of voting pattern of the postal ballot are as under:

Postal Ballot Resolution Nos. For / Against Total No. of Total No. of Shares Percentage of
Notice Nos. as as mentioned Members for which valid votes to the total no.
mentioned above above who voted votes casted of valid votes

I (i) Voted in favour 1102 233747830 96.96

Voted against 100 7340026 3.04

II (i) Voted in favour 814 239810728 99.89

Voted against 75 265984 0.11

(ii) Voted in favour 818 239966760 99.95

Voted against 68 108224 0.05

III (i) Voted in favour 821 224972263 91.57

Voted against 91 20720440 8.43

B. Are proposed to be conducted through postal ballot – No The Company does not classify as “Large Corporate” as
on 31st March 2025 as per the criteria speci ed in the SEBI
16. Disclosures: - c i rc u l a r n o. S E B I / H O / D D H S / D D H S - R AC P O D 1 /
P/CIR/2023/172 dated 19th October, 2023.
During the FY'25, there are no materially signi cant
related party transactions that may have potential Management Discussion and Analysis Report forms part
con ict with the interest of the Company at large. of the Annual Report.
Transactions carried out with the related parties are
disclosed in Note No. 1.40 to the Standalone Audited Further, the disclosures in relation to the Sexual
Financial Statements. Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is mentioned in the
There were no strictures or penalties imposed either by Report of the Board of Directors
the Securities and Exchange Board of India or the Stock
Exchanges or any other Statutory Authorities for non-
compliance of any matter related to the Capital Market
during the last three years.

46
 Corporate Overview Statutory Reports Financial Statements

17. Reconciliation of Share Capital Audit Report: - 18. Means of Communication: -

The practicing Chartered Accountant carried out the The Financial Results as taken on record and approved
Quarterly Share Capital Audit to reconcile the total by the Board of Directors of the Company are published
admitted Equity Share Capital with National Securities generally in English and Vernacular newspapers namely
Depository Limited (NSDL) and Central Depository The Financial Express and Aajkaal. These results are sent
Services (India) Limited (CDSL) and the total issued and immediately to the Stock Exchanges on which the Equity
listed Equity Share Capital. The audit con rms that the Shares of the Company are listed. These results are also
total issued / paid up Equity Share Capital of the posted on the Company's website [Link] .
Company is in agreement with the total number of
Equity Shares in physical form and total number of The Press releases as issued from time to time are also
Equity Shares in dematerialised form held with NSDL sent to the Stock Exchanges for wider dissemination and
and CDSL. are also posted on the Company's website
[Link].

19. General Shareholder Information:-

AGM : Date, Time & Venue Monday, 22nd September 2025 at 2:30 p.m. (IST)
The AGM will be conducted through Video Conferencing/ Other Audio Visual Means.
The venue of the Meeting shall be deemed to be the Registered Office of the Company
at Belgharia, Kolkata 700056.

Financial Calendar (Tentative) 1st April 2025 to 31st March 2026

First Quarter Results – Second week of August 2025.
Second Quarter Results – Second week of November 2025
Third Quarter Results – Second week of February 2026
Results for the year ending 31st March 2026 - By Last week of May 2026

Date of Book Closure Tuesday, 16th September 2025 to Monday, 22nd September 2025 (both days inclusive).

Dividend Payment Date Mid October 2025

Listing on Stock Exchanges 1. National Stock Exchange of India Ltd.,

Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (E), Mumbai – 400 051
2. BSE Limited,
P.J. Towers, Dalal Street,
Mumbai – 400 001
The Company has paid listing fees for the period 1st April 2025 to 31st March 2026.
CIN of the Company L29261WB1998PLC087404
Demat ISIN No. for NSDL/CDSL INE 621L01012
Credit Ratings obtained The Company has obtained Credit Rating from CARE Ratings Limited with respect to the
by the Company bank facilities which are as follows:

Sl. Instrument Type Rating/Outlook

No.

1 Long-term Bank Facilities CARE A (RWD)

2 Short-term Bank Facilities CARE A1 (RWD)

3 Long-term / Short-term CARE A / CARE A1 (RWD)

Bank Facilities

47
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Registrar & Share Transfer M/s. KFin Technologies Limited Toll Free No.: 1800 309 4001
Agent (RTA) Selenium Tower B, Plot No.31 & 32, E-mail: [Link]@k [Link]
Gachibowli Financial District, Nanakramguda, Website: [Link] [Link]/
Hyderabad – 500032

Share Transfer System: -

In terms of the Listing Regulations, as amended from time to time, transfer, transmission and transposition of Securities shall
be effected only in dematerialised form. Further, in terms of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8
dated 25th January 2022, the Company shall issue shares in demat form while processing service requests for transmission,
issue of duplicate certi cates, transposition, renewal, splitting, consolidation of share certi cate, etc.

Distribution of Shareholding as on 31st March 2025:-

No. of Equity Shares No. of Folios % No. of Equity Shares %
1 - 5000 373228 99.20 79296761 19.85
5001 - 10000 1657 0.44 12089146 3.02
10001 - 20000 712 0.19 10298586 2.58
20001 - 30000 224 0.06 5557458 1.39
30001 - 40000 98 0.03 3501302 0.88
40001 - 50000 63 0.02 2910836 0.73
50001 - 100000 120 0.03 8951205 2.24
100001 and above 132 0.03 276862008 69.31
Grand Total 376234 100.00 399467302 100.00

Shareholding Pattern as on 31st March, 2025:-

Category No. of Equity Shares %
Promoters 192800542 48.26
Banks, Insurance Cos., and FIs 3992793 1.00
Mutual Funds 23410059 5.86
NRI / OCB/FIIs 37429079 9.37
Bodies Corporate 19701666 4.93
Indian Public 109634233 27.45
Others 12498930 3.13
Total 399467302 100.00

During the FY'25, the Company had issued and allotted The Postal Ballot Notice in respect of the aforesaid allotment is
77,72,020 convertible warrants (warrants convertible available on the website of the Company at [Link].
into equity shares) at a price of ` 193/- each by way of
The details of the utilisation of funds raised by the Company
preferential issue upon receipt of payment of 25% of the
through Quali ed Institutions Placement & Preferential Issue
consideration of the Warrants i.e. ` 37.5 crore (approx.) on
for the purpose stated in the Postal Ballot Notice, as
12th April 2024.
applicable, are mentioned below:

48
 Corporate Overview Statutory Reports Financial Statements

(i) Quali ed Institutions Placement [`750 crore]: Further, in terms of the Listing Regulations, the details
Particulars Amount relating to the unclaimed equity shares lying in the
(` in crore) Texmaco Rail Rights Unclaimed Suspense Demat Account
Gross Proceeds 750 with respect to the Rights Issue are provided below:
Less: Issue Expenses 16.75
Net Proceeds 733.25 Sl. Particulars No. of No. of
No. cases Equity
Utilisation:
shares
Funding capital expenditure requirements aggregate number of shareholders
of the Company 56.74 1. 9 507
and the outstanding shares in the
Repayment or prepayment of suspense account lying at the
outstanding borrowings 251.20 beginning of the year
Funding working capital requirements n u m b e r o f s h a re h o l d e r s w h o
2. - -
of the Company 250.00 approached listed entity for transfer
of shares from suspense account
General Corporate Purpose 132.05
during the year;
Total Utilisation (approx.) number of shareholders to whom
(as on 31st March 2025) 689.99 3. - -
s h a re s we re t r a n s fe r re d f ro m
suspense account during the year;
aggregate number of shareholders
(ii) Preferential Issue of convertible warrants : 4. 9 507
and the outstanding shares in the
Particulars Amount suspense account lying at the end of
(` in crore) the year;
Gross Proceeds 37.50 that the voting rights on these shares
5.
(25% of shall remain frozen till the rightful
Yes
consideration) owner of such shares claims the
shares.
Less: Issue Expenses -
Net Proceeds 37.50
Dematerialisation of Equity Shares as on 31st March
Utilisation:
2025 and Liquidity:-
Capital Expenditure 4.34
The Company's Equity Shares are compulsorily traded in
General Corporate Purpose -
dematerialised form and are available for trading on both
Total Utilisation
the Stock Exchanges in India – NSE and BSE. 39,89,76,303
(as on 31st March 2025) 4.34
Equity Shares of the Company representing 99.88 % of the
Company's Equity Share Capital are in the dematerialised
form on NSDL and CDSL as on 31st March 2025.
(iii) Quali ed Institutions Placement [ ` 250 crore
(approx.)]: The funds raised by way of Quali ed As per circulars issued by SEBI from time to time, it is
Institutions Placement of equity shares amounting mandatory for holders of physical securities to furnish PAN,
` 250 crores (approx.) have been fully utilised during KYC and Nomination/Opt-out of Nomination details
the year towards repayment or prepayment of before getting any investor service request processed.
outstanding borrowings, funding working capital Security holders holding securities in physical form, whose
requirements of the Company and General Corporate folio(s) do not have PAN, KYC or Nomination/Opt-out of
purpose. Nomination, shall be eligible for dividend in respect of such
folio(s), only through electronic mode with effect from
1st April 2024 upon furnishing of all the aforesaid details.
Members may refer to the FAQs provided by SEBI in this
regard, for investor awareness, on its website at
ht t p s : / / w w w. s e b i . g ov. i n / s e b i _ d at a / f a q l e s / j u l -
2025/[Link]

49
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Online Dispute Resolution Portal:- Address for Shareholders may contact:

Correspondence Mr Sandeep Kumar Sultania, Company
SEBI vide its Circulars issued from time to time had Secretary & Compliance Officer at the
expanded the scope of investor complaints by establishing Registered Office of the Company for any
a common Online Dispute Resolution Portal (“ODR Portal”) assistance.
for resolution of disputes arising in the Indian Securities Telephone No: (033) 2569-1500
Market. Pursuant to the SEBI Circulars, post exhausting the E-mail : sksultania@[Link]
options to resolve their grievances with the RTA / Company Note: Shareholders holding Equity Shares
in Electronic mode should address all their
directly and through existing SCORES platform, the
correspondence concerning their
investors can initiate dispute resolution through the ODR respective Depository Participants directly
Portal ( [Link] ). The Company has with them.
provided its members the facility to opt for online
conciliation and arbitration for the resolution of disputes Investor Education and Protection Fund (IEPF)
arising in the Indian Securities Market in compliance with Information under Sections 124 and 125 of the Companies,
SEBI circulars. Act 2013, read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Statutory Auditors: - Rules, 2016 ('IEPF Rules') as speci ed thereunder in respect of
Unclaimed Dividend, when due for transfer to the said Fund, is
During the FY'25, the Company and its subsidiaries had given below:
paid fees of ` 81.43 Lakhs on consolidated basis to Messrs
Financial year Date of declaration Last date for
L. B. Jha & Co., the Statutory Auditors and its network rms.
ended of Dividend claiming Unpaid
Code of Conduct and Ethics and Insider Trading: - Dividend
31.03.2024 28.10.2024 28.10.2031
The Company has adopted a Code of Conduct and Ethics 31.03.2023 25.09.2023 01.11.2030
(Code) for the Board and Senior Management Personnel of 31.03.2022 30.09.2022 02.11.2029
the Company. The essence of the Code is to conduct the 31.03.2021 24.09.2021 25.10.2028
business of the Company in an honest, fair and ethical 31.03.2020 30.09.2020 04.11.2027
manner, in compliance with the applicable laws and in a 31.03.2019 09.09.2019 14.10.2026
way that excludes considerations for personal advantage. 31.03.2018 04.09.2018 10.10.2025
All Directors and Senior Management Personnel have
affirmed compliance with the Code and a declaration to Further, the IEPF Rules mandate the transfer of Equity Shares
this effect, signed by the Managing Director, is attached to of Shareholders whose dividends remain unpaid / unclaimed
this report. for a continuous period of 7 (seven) years to the Demat
Account of IEPF Authority. Communications are being sent to
The Company has also adopted the Code in accordance the concerned Shareholders advising them to write to RTA or
with the Securities and Exchange Board of India to the Company to claim the unclaimed dividend. Members
(Prohibition of Insider Trading) Regulations, 2015, may note that the Equity Shares as well as Unclaimed
prohibiting Insider Trading in the Equity Shares of the Dividends transferred to IEPF Authority can be claimed back
Company. as per the procedure prescribed under the IEPF Rules, which is
also available on the website of the Company
Location of the Plants [Link].

The Company's Plants are located at Belgharia, Agarpara Secretarial Compliance Report:
and Sodepur in Dist. 24-Parganas (North), West Bengal and
Messrs. S. R. & Associates, Practicing Company Secretaries and
at Urla, Dist. Raipur, Chhattisgarh.
the Secretarial Auditor of the Company has submitted the
Secretarial Compliance Repor t for the year ended
31st March 2025 to the Company, in terms of the Listing
Regulations.

50
 Corporate Overview Statutory Reports Financial Statements

20. Adoption of mandatory and non-mandatory (vi) Independent Directors:

requirements of the Securities and Exchange
The Company had a separate meeting of
Board of India (Listing Obligations and Disclosure
Independent Directors and all Independent
Requirements) Regulations, 2015:- Directors attended the Meeting.
The Company has complied with the applicable (vii) Risk Management Committee:
mandatory requirements speci ed in Regulations 17 to
27 and clauses(b) to (i) of sub - regulation (2) of The Company has a duly constituted Risk
Regulation 46 under the Listing Regulations and has Management Committee.
adopted the following non-mandatory requirements:
21. Certi cate from Practicing Company Secretary: -
(i) The Board:
A Certi cate from Messrs. S. R. & Associates, Practicing
The Company is headed by the Executive Company Secretaries, has been obtained con rming
Chairman. that none of the Directors on the Board of the Company
have been debarred or disquali ed from being
(ii) Shareholder Rights: appointed or continuing as directors of companies by
The official news release and other related the Securities and Exchange Board of India / Ministry of
information, if any, are displayed on the website of Corporate Affairs or any such Statutory Authority.
the Company. These are not sent individually to the The aforementioned certi cate is attached to this Report.
Shareholders.
22. MD / EDs and CFO Certi cation:-
(iii) Modi ed / Unmodi ed opinion(s) in audit
report: The Managing Director, Executive Directors and the CFO
of the Company have given a certi cate to the Board
The Statutory Auditors have given their Report with
con rming the correctness of the Financial Statements
unmodi ed opinion on the Company's Financial
and adequacy of the internal control measures in terms
Statements for the year ended 31st March 2025.
of the Listing Regulations, which is attached to this
(iv) Separation of office of the Chairperson and the Report.
M a n a g i n g D i r e c t o r o r C h i e f E xe c u t i ve
23. R e t i r e m e n t o f D i r e c t o r b y r o t a t i o n a n d
Officer
re-appointment: -
The Company has appointed separate persons to
Mr Indrajit Mookerjee, Executive Director & Vice
the post of the Chairperson and the Managing
Chairman and Mr Sudipta Mukherjee, Managing Director
Director, such that the Chairperson is not related to
of the Company are due for retirement by rotation and
the Managing Director as per the de nition of the
are eligible for re-appointment at the ensuing AGM. The
term “relative” de ned under the Act.
Board has recommended the re-appointments of
(v) Reporting of Internal Auditor: Mr Mookerjee and Mr Mukherjee as the Directors of the
Company subject to the approval of the shareholders of
The Internal Auditor may report directly to the the Company.
Audit Committee as and when required.
Brief particulars regarding Mr Indrajit Mookerjee and
Mr Sudipta Mukherjee are given in the Notice calling
AGM of the Company.

51
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Declaration by the Managing Director

To
The Members
Texmaco Rail & Engineering Limited

In compliance with the requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 relating to the Corporate Governance, we con rm that, on the basis of con rmations /
declarations received, all the Directors and Senior Management Personnel of the Company have complied with the Code of
Conduct and Ethics as adopted by the Board of Directors of the Company.

For Texmaco Rail & Engineering Limited

Place: Kolkata Sudipta Mukherjee
Dated: 16th May 2025 Managing Director

MD / EDs and CFO Certi cation

We certify that:
a. we have reviewed Financial Statements and Cash Flow Statements for the year ended 31st March 2025 and that to the best of
our knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
(2) these statements together present a true and fair view of the listed entity's affairs and are in compliance with the
existing accounting standards, applicable laws and regulations.
b. there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company's code of conduct;
c. we accept responsibility for establishing and maintaining internal controls for nancial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to nancial reporting. During the year,
we have not come across any reportable instances relating to de ciencies in design or operation of such internal controls;
d. we have indicated to the Auditors and the Audit Committee:
(1) that there are no signi cant changes in internal control over nancial reporting during the year;
(2) that there are no signi cant changes in accounting policies during the year; and
(3) that there are no instances of signi cant fraud of which we have become aware.

For Texmaco Rail & Engineering Limited

Indrajit Mookerjee Sudipta Mukherjee U. V. Kamath A. K. Vijay K. K. Rajgaria

Executive Director & Managing Director Executive Director Executive Director CFO
Vice Chairman

Place: Kolkata
Dated: 16th May 2025

52
 Corporate Overview Statutory Reports Financial Statements

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,
The Members
Texmaco Rail & Engineering Limited
Belgharia, Kolkata-700056
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s Texmaco Rail &
Engineering Limited having CIN : L29261WB1998PLC087404 and having registered office at Belgharia Kolkata-700056 (hereinafter
referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certi cate, in accordance with
Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the veri cations [including Directors Identi cation Number (DIN) status
at the portal [Link]] as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify
that none of the Directors on the Board of the Company as stated below for the Financial Year ended 31st March 2025 have been debarred
or disquali ed from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority.

Sl. No. Name of Directors DIN Date of appointment

in the Company
1. S. K. Poddar 00008654 25-09-2010
2. D. R. Kaarthikeyan# 00327907 02-09-2011
3. Rusha Mitra 08402204 17-02-2021
4. Utsav Parekh 00027642 04-09-2018
5. Virendra Sinha 03113274 17-02-2021
6. P. S. Bhattacharyya 00329479 01-01-2022
7. Indrajit Mookerjee 01419627 09-09-2019
8. Sudipta Mukherjee 06871871 01-06-2023
9. Akshay Poddar 00008686 02-09-2011
10. A. K. Vijay 01103278 01-01-2015
11. Amitabha Guha* 02836707 06-05-2022
12. U. V. Kamath 00648897 01-02-2024
13. Hemant Bangur@ 00040903 16-05-2024
14. Marco Ph. A. Wadia^ 00244357 30-12-2024
#
Ceased w.e.f close of business on 3rd September, 2024
*
Resigned w.e.f. 1st October, 2024
@
Appointed w.e.f. 16th May, 2024
^
Appointed w.e.f. 30th December, 2024

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the Management of the
Company. Our responsibility is to express an opinion on these based on our veri cation. This certi cate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the
Company.
For S R & Associates
Partner
Unique Code of Partnership Firm: P2008WB016700

Name of Company Secretary in Practice: GEETA ROY CHOWDHURY

Membership No:FCS: 7040; C.P. No.: 7741
Place : Kolkata Unique Code of Number: 12007WB599800
Date: 16th May 2025 UDIN: F007040G000358248
53
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Auditor's Certi cate on Corporate Governance

To
The Members
Texmaco Rail & Engineering Limited
1. We, L. B. Jha & Co., Chartered Accountants, the Statutory Auditors of Texmaco Rail & Engineering Limited ('the Company'),
have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31st March
2025 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para–C and D of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Management's Responsibility: -
2. The compliance of the conditions of Corporate Governance is the responsibility of the Management. This responsibility
includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with
the conditions of the Corporate Governance stipulated in Listing Regulations.
Auditor's Responsibility: -
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion
on the nancial statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the
purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certi cation of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the Standards on
Auditing speci ed under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this
certi cate and as per the Guidance Note on Reports or Certi cates for Special Purposes issued by the ICAI which requires
that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for
Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion: -
7. In our opinion, and to the best of our information and according to explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.
8. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.

For L.B. Jha & Co.,

Chartered Accountants
(Registration number: 301088E)

(Ranjan Singh)
Place: Kolkata Partner
Date: 16th May 2025 (Membership number: 305423)
UDIN: 25305423BMNYVG2165

54
 Corporate Overview Statutory Reports Financial Statements

Annexure - G
Business Responsibility & Sustainability Reporting
SECTION A: GENERAL DISCLOSURES
I. Details
1. Corporate Identity Number (CIN) of the Listed Entity L29261WB1998PLC087404
2. Name of the Listed Entity Texmaco Rail & Engineering Limited
3. Year of incorporation 1998
4. Registered office address Belgharia, Kolkata – 700 056
5. Corporate address Belgharia, Kolkata – 700 056
6. E-mail texrail_cs@[Link]
7. Telephone 033 2569 1500
8. Website [Link]
9. Financial year for which reporting is being done 1st April 2024 to 31st March 2025
10. Name of the Stock Exchange (s) where shares are listed BSE Limited
National Stock Exchange Limited
11. Paid-up Capital (INR) ` 39,94,67,302
12. Name and contact details (telephone, email address) of the person who Mr. Sandeep Kumar Sultania
may be contacted in case of any queries on the BRSR report Company Secretary & Compliance Officer
Contact No. 033 2569 1500
E-mail: texrail_cs@[Link]
13. Reporting boundary-Are the disclosures under this report made on a Standalone Basis
standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for
the entity and all the entities which form a part of its consolidated nancial
statements, taken together).
14. Whether the Company has undertaken reasonable assurance of
the BRSR Core? NA
15. Name of the assurance provider NA
16. Type of assurance obtained NA

II. Product/Services
17. Details of business activities (accounting for 90% of the Turnover):

[Link]. Description of Main Activity Description of Business Activity % of Turnover of the entity
1 Freight Car Railway Freight Cars, Loco Components and Loco 80.98
Shells, and Steel Castings.
2 Infra Rail, Green Energy & EPC contracts for Execution of Railway Track, Signaling 19.02
Electrical & Telecommunication Projects, Rail Electri cation &
Automatic Fare Collection, Hydro-mechanical Equipment
Industrial Structure's and Steel Girders for Bridges.

18. Products/ Services sold by the entity (accounting for 90% of the entity's Turnover):

[Link]. Product / Service NIC Code % of total Turnover contribute

1 Railway Freight Cars, Loco Components and Loco Shells, 302 80.98
and Steel Castings.
2 EPC contracts for Execution of Railway Track, Signaling 439 19.02
& Telecommunication Projects, Rail Electri cation & Automatic Fare
Collection, Hydro-mechanical Equipment Industrial Structure's
and Steel Girders for Bridges.

55
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Ill. Operations
19. Number of locations where plants and/ or operations / offices of the entity are situated:

Location Number of Plants Number of Offices Total

National 5 5 10
International - 2 2

20. Markets served by the entity:

a. Number of Locations
Locations Number
National (No. of States) 23
International (No. of Countries) 17
b. What is the contribution of exports as a percentage of the total turnover of the entity? 7.48%
c. A brief on types of customers: Government, B2B. Other clients are private companies, including foreign companies,
in various sectors and industries.
IV. Employees
21. Details as at the end of Financial Year 2024-2025:
a. Employees and workers (including differently abled)
[Link]. Particulars Total (A) Male Female
No. (B) % (B/A) No. (C) %(C/A)
EMPLOYEES
1. Permanent (D) 1,076 1,023 95.07 53 4.93
2. Other than Permanent (E) 140 140 100.00 - -
3. Total Employees (D+E) 1,216 1,163 95.64 53 4.36
WORKERS
4. Permanent (F) 748 745 99.60 3 0.40
5. Other than Permanent (G) 5,534 5,520 99.75 14 0.25
6. Total Workers (F+G) 6,282 6,265 99.73 17 0.27

b. Differently abled Employees and workers

[Link]. Particulars Total (A) Male Female
No. (B) % (B/A) No. (C) %(C/A)
DIFFERNTLY ABLED EMPLOYEES
1. Permanent (D) 1 1 100 - -
2. Other than Permanent (E) 1 1 100 - -
3. Total Differently abled Employees (D+E) 2 2 100 - -
DIFFERENTLY ABLED WORKERS
4. Permanent (F) - - - - -
5. Other than Permanent (G) 1 1 100 - -
6. Total Differently abled Workers (F+G) 1 1 100 - -

22. Participation/ Inclusion/ Representation of women

Total (A) No. and percentage of Female
No. (B) % (B/A)
Board of Directors* 12 1 8
Key Management Personnel# 2 - -
*
Includes Executive Directors
#
Includes CFO and Company Secretary

56
 Corporate Overview Statutory Reports Financial Statements

23. Turnover rate of permanent employee and workers

Turnover rate of Turnover rate of Turnover rate of
FY' 2024-2025(%) FY' 2023-2024 (%) FY' 2022-2023 (%)
Male Female Total Male Female Total Male Female Total
Permanent Employees 15.54 0.56 16.10 8.62 15.15 8.82 13.55 3.75 13.87
Permanent Workers 6.58 - 6.58 6.55 - 6.55 4.17 - 4.17

V. Holding and Subsidiary Companies (including Joint Ventures)

24. Names of holding / subsidiary / joint ventures

[Link]. Name of the holding / subsidiary / Indicate whether % of shares held Does the entity indicated
joint ventures (A) holding / subsidiary / by listed entity at column A, participated
associate / joint in the Business Responsibility
venture Initiatives of the listed entity?
(Yes/no)
1. Texmaco Nymwag Rail & Components Subsidiary 51 No
Private Limited (Formerly known as
Belur Engineering Private Limited)
2. Texmaco Transtrak Private Limited Subsidiary 51 No
3. Texmaco Rail Systems Private Limited Subsidiary 51 No
4. Saira Asia Interiors Private Limited Subsidiary 51 No
5. Texmaco Rail Electri cation Limited Subsidiary 100 No
6. Panihati Engineering Udyog Private Limited Subsidiary 100 No
7. Belgharia Engineering Udyog Private Limited Subsidiary 100 No
8. Texmaco Middle East DMCC Subsidiary 100 No
9. Texmaco West Rail Limited Subsidiary 100 No
10. Touax Texmaco Railcar Leasing Private Limited Joint Venture 50 No
11. Wabtec Texmaco Rail Private Limited Joint Venture 40 No

VI. CSR Details

25. (i) Whether CSR is applicable as per Section 135 of Companies Act, 2013: Yes
(ii) Turnover (in `): 4233.97 Crore
(iii) Net Worth (in `): 2655.57 Crore
VII. Transparency and Disclosure Compliances
26. Complaints / Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct:

Stakeholder group Grievance FY' 2024-2025 FY' 2023-2024

from whom Redressal Number of Number of
compliant is Mechanism Number of Complaints Remarks Number of Complaints Remarks
received in place (Yes/No) Complaints pending Complaints pending
(if yes, then led during resolution led during resolution
provide web- link the year at close of the year at close of
for grievance the year the year
redress policy)
Communities Nil Nil NA Nil Nil NA
Investors
(other than shareholders) Nil Nil NA Nil Nil NA
Yes
Shareholders 132 Nil NA 191 Nil NA
Relevant policies
Employees and workers Nil Nil NA 1 1 NA
can be accessed at
Customers [Link] Nil Nil NA Nil Nil NA
Value Chain Partners Nil Nil NA Nil Nil NA
Other (please specify) Nil Nil NA Nil Nil NA

57
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

27. Overview of the entity's material responsible business conduct issues :

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or
mitigate the risk along-with its nancial implications, as per the following format: -
[Link]. Material Indicate Risk/ Rationale for identifying In case of Risk, Financial Implication
Issue Opportunity the Risk/Opportunity approach to adapt of the Risk or
Identi ed (R/O) or mitigate opportunity (Indicate
positive/ negative
implication)

1 Occupational Risk The operations of the Company require Employees and Negative
Health & employees to work with heavy machinery, workers are provided
Safety material handling equipment, all of which carry with safety protocols,
risk of injury. training, and
Failure to protect workers from occupational preventive measures
hazards can result in legal and nancial claims to protect its
against the Company. workforce, minimize
risks, and ensure a safe
By prioritizing the well-being of all employees and working environment.
workers, the Company can enhance its employer Plants are ISO 45001
brand value. standard certi ed.
2 Energy Risk Since the operations are highly energy intensive The Company is Negative
efficiency and increase in production leads to high energy monitoring its energy
energy consumption. consumption and
management Resorting to more energy efficient measures taking measures to
including adoption of non-conventional and improve energy
renewable energy options would help the intensity and to
Company to reduce cost of operations in the long explore renewable
run. power systems.
3 Government's Opportunity The Government continues its focus on NA Positive
increased investments in rail infrastructure, with the
focus on objective of reducing logistics cost, in line with the
infrastructure global benchmarks.
development The Railways Industry will see investments
especially rail growing. The GOI is also focusing on reducing
infrastructure carbon footprint, which will result in more freight
on rails and also increase in urban mobility
through metro, light metro etc. The Company
foresees positive impact of these initiatives
on is operations.
Also with new logistics policy and endeavors of
GOI, the Company expects sharp spurt in
opportunities and corresponding bene ts.

4 Talent Opportunity Company that offers a positive work environment NA Positive

Attraction and by providing work life balance and opportunities
Retention for professional growth is more likely to attract top
talent in the industry. This can give the Company a
competitive advantage, as it will have a skilled and
motivated workforce that can help drive
innovation and growth.

5 Corporate Risk Corporate governance or regulatory issues can We have taken various Negative
Governance negatively impact the investor con dence, measures to enhance
and long-term business continuity and value creation. our Governance
Regulatory practices and ensuring
Compliance regulatory
compliances.

58
 Corporate Overview Statutory Reports Financial Statements

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping business demonstrate the structure, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a. Whether your entity's policy /policies cover each principle and Yes Yes Yes Yes Yes Yes Yes Yes Yes
its core elements of the NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? (Yes/No) YES
c. Web Link of the policies, if available Certain policies are restricted for internal use and are accessible only
to employees. Some policies are a combination of internal
documents and those disclosed publicly on the Company's
website : [Link]
2. Whether the entity has translated the policy into procedures. YES
(Yes/No)
3. Do the enlisted policies extend to your value chain partners?
YES
(Yes/No)
4. Name of the national and international codes/ certi cations/ QMS: ISO: 9001:2015
labels/ standards (e.g. Forest Stewardship council, Fairtrade, OHSAS: ISO 45001: 2018
Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, EMS: ISO 14001: 2015
BIS) adopted by your entity and mapped to each principle. ISO 3834-2 :2021
EN 15085-2: CL 1
ISO/TS 22163 :2017
5. Speci c commitments, goals and targets set by the entity with The Company is engaged in identifying relevant areas and key
de ned timelines, if any. performance indicators for each principle that would aid in laying
roadmap for attaining short, medium and long term goals and
target.
6. Performance of the entity against the speci c commitments, Not Applicable
goals and targets along with reasons in case the same are not
met.
Governance, leadership and oversight

7. Statement by director responsible for the business responsibility The Board of Directors of the Company endorses responsible
report, highlighting ESG related challenges, targets and business practices to face ESG related challenges and are committed
achievements. towards continuous improvement in business operations catering
sustainability.
Manufacturing industry has inherent environmental risks. The
Company is focusing on optimizing resource consumption and
maintains equitable development in and around its plant locations.
The Company has also implemented a range of initiatives for its
employee health and safety, fostering inclusive and diverse
workplaces, ensuring fair labour practices, and promoting
community engagement. The Company is dedicated in maintaining
effective governance framework with transparent reporting,
accountability mechanisms and ethical behavior at all levels of our
organization.

8. Details of the highest authority responsible for implementation Board of Directors

and oversight of the business responsibility policies.

9. Does the entity have a speci ed Committee of the Board/ The Company has a speci c committee for CSR, Prevention of Sexual
Director responsible for decision making on sustainability Harassment for Women at the Workplace and Risk management. For
related issues? (Yes/No). If yes, provide details. the other policies, the Company has adequate internal control for its
review and implementation.

59
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

10. Details of Review of NGRBCs by the Company.

Subject for Review Indicate whether review was undertaken Frequency
by Director / Committee of the Board / (Annually / Half yearly/ Quarterly /
Any other Committee. Any other- please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9

Performance against above policies Performance against the above mentioned policies and follow up action is reviewed on
and follow up action ongoing basis by respective Department heads/ Senior management and related briefs are
placed before Board of Directors. The review by Board of Directors or Board Committees is
carried out on need basis to align with updates in applicable regulatory laws.

C o m p l i a n c e w i t h s t a t u t o r y The Company is in compliance with applicable laws and regulations. The Board of Directors
requirements of relevance to the reviews the status of compliance of all the applicable laws on a quarterly basis.
principles, and recti cation of any
non- compliances
11. Has the entity carried out P1 P2 P3 P4 P5 P6 P7 P8 P9
independent assessment / evaluation
of the working of its policies by an No, the evaluation/assessment of the policies of the Company is done internally both at the
external agency? (Yes/No). If yes, management level and the Board level.
provide name of the agency.

12. If answer to this question (1) above is “No” i.e. not all Principles are covered by a policy, reason to be stated:

Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its
business (Yes/ No)
The entity is not at a stage where it is in a position to
formulate and implement the policies on speci ed
Not applicable, as all principles are covered by respective policies
principles (Yes/ No)
The entity does not have the nancial or human and
technical resources available for the task (Yes/ No)
It is planned to be done in the next nancial year (Yes/No)
Any other reason (please specify)

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are
expected to be disclosed by every entity that is mandated to le this report, the leadership indicators may be voluntarily disclosed by
entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible.
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and
Accountable
Essential Indicators
1. Percentage coverage by training and awareness programs on any of the principles during the nancial year :
Segment Total Number of training Topics / Principles covered under the training % age of persons in respective
and awareness and its impact category covered by the
programmes held awareness programmes
Board of 7 (as part of Board Meetings) Updates and awareness related to: 100
Directors and l Regulatory requirements
Key Managerial l Strategy update
Personnel l Industry outlook and changes
l Business update
l Code of Conduct
are conducted for the Board of Directors & KMPs.

60
 Corporate Overview Statutory Reports Financial Statements

Segment Total Number of training Topics / Principles covered under the training % age of persons in respective
and awareness and its impact category covered by the
programmes held awareness programmes

Employees 25 Training on Safety, IMS, QMS, NDT, Welding, 84

other than BoD Quality, HSE, Kaizen, PMS, Technical,
and KMPs Leadership, Skill development etc.

Workers 48 Health & Safety 76

2. Details of nes / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the nancial year, in the following format.

Monetary
NGRBC Name of the Amount Brief of Has an appeal been
Principle regulatory/ enforcement (In INR) the Case preferred? (Yes/No)
agencies/judicial institutions
Penalty / Fine
Settlement NIL
Compounding fee

Non-Monetary
NGRBC Name of the Brief of Has an appeal been
Principle regulatory/ enforcement the Case preferred? (Yes/No)
agencies/judicial institutions
Imprisonment
NIL
Punishment

3. Of the instances disclosed in Question 2 above, details of the Appeal / Revision preferred in cases where monetary or non- monetary
action has been appealed.

Case Details Name of the regulatory / enforcement agencies /

judicial institutions
Not Applicable

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the
policy.

Yes. The existing policy like Code of Conduct (including Whistle Blower Policy), rules and regulations adopted by the Company are in
conformity with the legal and statutory framework on anti- bribery and anti-corruption legislation prevalent in India. This policy is
applicable to all individuals working at all levels and grades, including Board Members and Senior Managerial Personnel, other
employees and such other person acting on behalf of the Company. The Policy re ects the Commitment of the Company and its
maintaining highest ethical standards while undertaking open and fair business practices and culture and implementing and
enforcing systems to detect, counter, prevent bribery and other corrupt business practices.

Relevant policies are available at [Link]

61
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the
charges of bribery/ corruption:
There has been no cases involving disciplinary action taken by any law enforcement agency on the changes of bribery/
corruption against directors / KMPs/ employees / workers that have been brought to the Company's attention.

FY' 2024-2025 FY' 2023-2024

Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil

6. Details of complaints with regard to con ict of interest:

FY' 2024-2025 FY' 2023-2024
Number Remarks Number Remarks
Number of complaints received in relation
to issues of con ict of interest of the Directors Nil NA Nil NA
Number of complaints received in relation to
issues of con ict of interest of the KMPs Nil NA Nil NA

7. Provide details of any corrective action taken or underway on issues related to nes/penalties/action taken by regulators/law
enforcement agencies/judicial institutions, on cases of corruption and con icts of interest. Not Applicable

8. Number of days of accounts payables (Accounts payable*365)/ Cost of goods/ services procured) in the following format:

FY' 2024-2025 FY' 2023-2024

Number of days of accounts payables 59 84

9. Open-ness of business - Provide details of concentration of purchases and sales with trading houses, dealers, and related parties
along-with loans and advances & investments, with related parties, in the following format:

Parameter Metrics FY' 2024-2025 FY' 2023-2024

Concentration a. Purchases from trading houses as % of total purchases NA NA
of Business b. Number of trading houses where purchases are made NA NA
c. Purchases from top 10 trading houses as % of total
purchases from trading houses NA NA
Concentration a. Sales to dealer / distributors as % of total sales NA NA
of Sales b. Number of dealers / distributors to whom sales are made NA NA
c. Sales to top 10 dealers / distributors as % of total sales to
dealer / distributors NA NA
a. Purchases (Purchases with related parties as % of Total Purchases) 1.24 0.51
b. Sales (Sales to related parties as % of Total Sales) 5.66 6.72
Shares of RPT in c. Loans & advances given to related parties as % of
Total loans & advances 4.62 20.46
d. Investments in related parties as % of Total Investments made 89.61 28.69

62
 Corporate Overview Statutory Reports Financial Statements

Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the nancial year:

Total number of awareness Topics / principles covered % age of value chain partners covered
programmes held under the training (by value of business done with such
partners) under the awareness programmes
Nil Nil Nil

2. Does the entity have processes in place to avoid / manage con ict of interest involving members of the Board? (Yes/ No) if yes provide
details of the same.

Yes, the Company has a Code of Conduct for Board of Directors and Senior Management Personnel which provides clear guidelines
for avoiding and disclosing actual or potential con ict of interest with the Company. The Company has processes on management of
con ict of interests involving members of the Board which would take place during the course of normal business activities. The
Company receives an annual declaration from its Board of Directors and Senior Management Personnel on the entities they are
interested in and ensures approvals as required under the applicable laws are taken prior to entering into transactions with each
entities, if any, and are entered in normal course of business and on arm's length basis.

PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe.

Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in speci c technologies improve the environmental and social
impacts of product and processes to total R&D and capex investments made by the entity, respectively.

FY' 2024-2025 FY' 2023-2024 Details of improvements in environmental

and social impacts
R&D - - The Company ensures to put process in place to track
the R&D related expenses and Capex investment in
Capex 4.74 - speci c technologies, as and when required.

2. a. Does the entity have procedures in place for sustainable sourcing?

Yes, the Company has a procedure for sustainable sourcing where all the new and existing supply chain partners are mandatorily
evaluated on environment, health & safety and sustainability parameters before onboarding. The Company has all the quality an
inspection system in place to ensure that all goods and services provided by the Company are safe and sustainable throughout their
life cycle. The Company places a high premium on techno commercial aspects and the Company's procedures with regard to
nalizing vendors emphasizes on safe working practices, technical certi cations etc. The selection procedure of the Company's
transport vendors (Trucks and Containers) involves scrutiny at various levels like age of vehicle / container eet, well laid out systems
of mandatory inspections, and safe driving procedures. Raw materials, components, stores and packing materials are generally
procured from vendors close to the manufacturing units, wherever feasible.
b. If yes, what percentage of inputs were sourced sustainably?
The Company procure items as per Customer Speci cation and prefer Vendors close to units/place of performance, wherever
feasible.
3. Describing the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics
(including packaging) (b) E- waste (c) Hazardous waste and other waste. Not Applicable
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes/No). If yes, whether the waste collection
plan is in line with the Extended Producer Responsibility plan submitted to Pollution Control Boards? If not, provide steps taken to
address the same. Not Applicable

63
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its
services (for service industry)? If yes, provide details in the following format?

NIC Code Name of % of total Boundary for which Whether conducted Results communicated
Product / Turnover the Life Cycle Perspective / by independent in public domain (Yes/No)
Service contributed Assessment was conducted external agency (Yes/No) If yes, provide the web link.
Life Cycle Perspective / Assessments (LCA) has not been conducted for the products.

2. If there are any signi cant social or environmental concerns and / or risks arising from production or disposal of your products /
services, as identi ed in the Life Cycle Perspective / Assessments (LCA) or through any other means, brie y describe the same along-
with action taken to mitigate the same.
Name of product / Service Description of the risk / concern Action Taken
Not Applicable

3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or
providing services (for service industry).

Indicate Input Material Recycled or re-used input material to total material (%)
FY' 2024-2025 FY' 2023-2024
Returns from Foundry 33.34 33

4. Of the products and packaging reclaimed at end-of-life products, amount (in metric tonnes) recycled, and safely disposed, as per the
following format:
FY' 2024-2025 FY' 2023-2024
Re-used Recycled Safely Disposed Re- used Recycled Safely Disposed
Plastics (including packaging) Nil Nil Nil Nil Nil Nil
E-waste Nil 48.6 Nil Nil Nil Nil
Hazardous waste ( Lub Oil, Paint Filter
& Drum, Cotton Waste) Nil 12.8 Nil Nil Nil Nil
Other waste (Non Ferrous ) Nil Nil Nil Nil Nil Nil

5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Indicate product category Reclaimed products and their packaging materials as %

of total products sold in respective category
- -
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their
value chains.
Essential Indicators
1. a. Details of measures for the well-being of employees:
% of employees covered by
Category Total (A) Health insurance Accident insurance Maternity bene ts Paternity bene ts Day care facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/ A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Employees
Male 1,023 1,023 100 1,023 100 - - - - 1,023 100
Female 53 53 100 53 100 53 100 - - 53 100
Total 1,076 1,076 100 1,076 100 53 4.93 - - 1,076 100
Other than Permanent Employees
Male 140 140 100 140 100 - - - - 140 100
Female 0 0 0 0 0 - - - - 0 0
Total 140 140 100 140 100 - - - - 140 100
64
 Corporate Overview Statutory Reports Financial Statements

b. Details of measures for the well-being of workers:

% of Workers covered by
Category Total (A) Health Accident Maternity Paternity Day care
insurance insurance bene ts bene ts facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/ A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Workers
Male 745 745 100 745 100 - - - - 745 100
Female 3 3 100 3 100 3 100 - - 3 100
Total 748 748 100 748 100 3 0.40 - - 748 100
Other than Permanent Workers
Male 5,520 5,520 100 5,520 100 - - - - 5,520 100
Female 14 14 100 14 100 14 100 - - 14 100
Total 5,534 5,534 100 5,534 100 14 0.25 - - 5,534 100

c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the
following format:

FY' 2024-2025 FY' 2023-2024

Current Financial Year) (Previous Financial Year)

Cost incurred on wellbeing measures as a % of total revenue of the company 0.15 0.16

2. Details of retirement bene ts, for Current FY and Previous FY.

Bene ts FY 2024-2025 FY 2023-2024
No. of employees No. of workers Deducted and No. of employees No. of workers Deducted and
covered as a % of covered as a % deposited with covered as a % of covered as a % of deposited with
total employees of total workers the authority total employees total employees the authority
(Y/N/N.A.) (Y/N/N.A.)
PF 100 100 Y 100 100 Y
Gratuity 100 100 Y 100 100 Y
ESI* 24.34 100 Y 27.76 100 Y
* It includes only those employees and workers who are eligible for ESI.

3. Accessibility of workplaces:
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of
Persons with Disabilities Act, 2016 ? If not, whether any steps are being taken by the entity in this regard.
Yes, most of the office buildings and operation locations are accessible to differently abled employees and workers, as per
requirements of the Rights of persons with Disabilities Act, 2016.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to
the policy.
The Company is committed to provide equal employment opportunities without any discrimination on the grounds of age, colour,
origin, nationality, disability, religion, race, caste, gender, sex etc. The Company believes that diversity at workplace is an instrument
for economic growth, sustainable competitive advantage and societal progress.

5 Return to work and Retention rates of permanent employees and workers that took parental leave.
Permanent Employee (%) Permanent workers (%)
Gender Return to work rate Retention rate Return to work rate Retention rate
Male NA NA NA NA
Female 100 100 100 100
Total 100 100 100 100

65
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give
details of the mechanism in brief

Yes/No
(If yes, then give details of the mechanism in brief)

Permanent Workers We conduct periodic welfare meeting, safety committee meeting, for effective grievance
redressal and ensuring a healthy workplace environment. Unit meetings are periodically
held for both contractual and non-contractual workers and employees to discuss any
Other than Permanent Workers
concerns or grievances.
We have a robust 'Whistle Blower Policy' in place which acts as a mechanism for employees,
Permanent Employees
workers and senior management to approach the Compliance Officer or the Chairman of the
Audit Committee in situations of misconduct or breach of code of conduct and any other
Other than Permanent Employees grievances which hamper the functioning of the organization. This policy ensures
responsible whistle blowing through efficient redressal and disciplinary action.
We strive to ensure transparency and effective redressal through open communication and
access for all employees and workers to voice their concerns to the senior management.
Besides the above we also have a Prevention of Sexual Harassment (POSH) Policy to ensure a
safe and secure working environment.

7 Membership of employees and worker in association(s) or Unions recognised by the listed entity:

Category FY ' 2024-2025 FY' 2023-2024

Total No. of employees / % (B / A) Total employees/ No. of employees/ % (D / C)
employees / workers in respective workers in workers in respective
workers in category, who are respective category, who are part
respective part of association(s) category(c) of association(s)
category(A) or Union (B) or Union (D)
Total Permanent Employees 1,076 - - 1,100 - -
- Male 1,023 - - 1,067 - -
- Female 53 - - 33 - -
Total Permanent workers 748 748 100 869 869 100
- Male 745 745 100 866 866 100
- Female 3 3 100 3 3 100

8. Details of training given to employees and workers:

Category FY' 2024-2025 FY’ 2023-2024

Total (A) On Health and safety On Skill Total (D) On Health On Skill upgradation
Measures upgradation and safety measures
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employees
Male 1,163 445 38.26 530 45.57 1,211 560 46.24 265 21.88
Female 53 18 33.96 26 49.06 41 15 36.59 36 87.80
Total 1,216 463 38.08 556 45.72 1,252 575 45.93 301 24.04
Workers
Male 6,265 2,686 42.87 1,023 16.33 5,827 1,617 27.75 804 13.80
Female 17 - - - - 9 - - - -
Total 6,282 2,686 42.76 1,023 16.28 5,836 1,617 27.71 804 13.78

66
 Corporate Overview Statutory Reports Financial Statements

9. Details of performance and career development reviews of employees and worker:

Category FY'2024-2025 FY' 2023-2024

Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 1,163 1,163 100 1,211 1,211 100
Female 53 53 100 41 41 100
Total 1,216 1,216 100 1,252 1,252 100
Workers
Male
Female NA NA
Total

10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the
coverage such system?
Yes, A Health & Safety Management System (HSMS) is a structured approach to managing health and safety risks in the
workplace. It typically involves several key components:
1. Policy and Planning: The company has established a clear health and safety policy, setting objectives, and developing plans to
achieve them.
2. Risk Assessment: Identifying potential hazards and assessing the risks associated with them by HIRA.
3. Controls and Procedures: Implementing measures to control risks, such as safe work procedures, engineering controls, and
administrative controls.
4. Training and Education: Providing training and education to employees on health and safety topics relevant to their roles.
5. Emergency Preparedness: Developing plans and procedures to respond effectively to emergencies such as res, chemical spills,
or medical incidents.
6. Monitoring and Evaluation: Regularly monitoring and evaluating the effectiveness of the HSMS, including incident reporting
and investigation processes.
7. Continuous Improvement: Continuously improving the HSMS based on lessons learned, feedback from employees, and
changes in regulations or best practices.
Implementing an HSMS helps organizations create a safe and healthy work environment, reduce the risk of accidents and
injuries, and comply with legal and regulatory requirements.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?
The Company has in place systematic risk management process to identify and control all the hazards in manufacturing units,
project sites etc. The Company's risk management process is applied through ve steps (Identi cation, Assessment, Mitigation,
Monitoring and Reporting) and all the Construction Engineers, design and planning engineers, production in charges are
involved in risk assessments and the risk management process, All the identi ed risks and risk mitigation plans are required to be
documented, approved and communicated to all relevant parts involved in the activity.
The Company is having certi cation of ISO 45001 for Occupational Health & Safety. To identify work-related hazards and assess
risks on a routine and non-routine basis, entities can implement several processes:
1. Regular Inspections: Conduct regular inspections of the workplace to identify potential hazards, such as unsafe conditions or
practices.
2. Risk Assessments: Perform comprehensive risk assessments for different tasks and activities to determine the level of risk
involved
3. Employee Involvement: Involve employees in hazard identi cation and risk assessment processes as they often have valuable
insights into the day-to-day operations.
4. Documentation: Maintain records of identi ed hazards, risk assessments, and control measures implemented.
5. Training and Awareness: Provide training to employees on hazard recognition, risk assessment techniques, and appropriate
control measures.
6. Incident Investigation: Investigate incidents and near misses to identify underlying hazards and areas for improvement.

67
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

7. Regulatory Compliance: Ensure compliance with relevant health and safety regulations and standards.
8. Continuous Improvement: Regularly review and update hazard identi cation and risk assessment processes to account for
changes in the workplace or work practices.
By incorporating these processes into their operations, entities can effectively identify work-related hazards and assess risks on
both routine and non-routine bases.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. (Y/N)
Yes, the Company has processes for workers to report work related hazards and to remove themselves from such risks. There are
processes and mechanism whereby employees and workmen raise their safety related concerns both directly and anonymously,
and the Company is inclined to take action on the same, if required.
As per ISO 45001 standard there is a provision of consultation & participation of the workmen. The Company conducts safety
committee meeting on quarterly basis where workers are equally participating and raising their concern, if any. Apart from this
there is a provision of safety suggestion which is routed through line in-charge where any worker can give their suggestion and it
is taken care by their line in-charge including group of workers to resolve the issue, if any.
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
Yes, medical centres and rst aid facilities are available for both employees and workers. Moreover, employees & workers also
have access to various bene ts provided under ESI & EDLI coverage, as applicable.
We are running health care services through Arogyam drive. In this service we provide concessional/free medical consultations
for Allopathy & Homeopathy both for workers and their families also.

11. Details of safety related incidents, in the following format:

Safety Incident/Number Category* FY' 2024-2025 FY' 2023-2024
Lost Time Injury Frequency Rate (LTIFR) Employee - -
(per one million-person hours worked) Worker 1.99 3.2
Total recordable work-related injuries Employee - -
Worker 30 40
No. of fatalities Employee - -
Worker - -
High consequence work-related injury or ill-health Employee - -
(excluding fatalities) Worker - 1
*
including contract work force

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
The Company's plants, facilities and manufacturing equipment are designed based on careful consideration of statutory and
non-statutory requirements, for healthy and safety workplace, applicable Indian and International Standards. One of the key
focus areas remains safety of employees and minimize the manual interfaces with machines. The health and safety
management systems is based on ISO 45001, the International Standard for Occupational Health and safety. The Company
has a systematic process for identi cation of work- related hazards.
The Company is having de ned framework for implementing health and safety at workplace. i.e. Safety Training
Management, Risk Assessment System, Emergency Preparedness Plan, Permit to Work system, Safety Performance
Monitoring System, Accident/Incident Management System, Fire Safety Management System, PPEs Management System,
Occupational Health Centre Management System, Employee Health Management System and Statutory and Legal
Compliance
13. Number of Complaints on the following made by employees and workers:

FY' 2024-2025 FY' 2023-2024

Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year resolution at
the end of year the end of year
Working Conditions - - - - - -
Health & Safety - - - 1 NIL Complied

68
 Corporate Overview Statutory Reports Financial Statements

14. Assessments for the year:

% of plants and offices that were assessed (by entity or

statutory authorities or third parties)
Health and safety practices
50 (Internal Assessment by the entity)
Working Conditions

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on signi cant risks /
concerns arising from assessments of health & safety practices and working conditions.
Internal reviews are conducted on a periodic basis. Corrective and preventive measures are taken based on the ndings. Detailed
investigations are carried out for all accidents to identify the root causes and to understand the measures required to prevent
recurrence. Accidents, if any, and investigation ndings with corrective and preventive measures are disseminated across the
organisations to make all the employees and workers alert and stay safe.

Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers
(Y/N).
The Company covers employees & workers under ESI & PF as per requirement of applicable Statute.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain
partners.
At the time of processing invoice payments to contract labour supply agencies, the Company ensures that the agencies comply
with their statutory compliance obligations, such as timely remitting payments for Provident Fund, ESI/ Workman Compensation
Insurance, Professional Tax and Labour Welfare Fund, if applicable. To facilitate compliance, the Company withholds the agency's
invoice payment partly until they have paid the relevant statutory compliance dues in accordance with the appropriate regulations.
This procedure ensures that vendors/ contractors meet their legal requirements before receiving their payments, demonstrating our
commitment of ensuring ful lment of statutory payment requirements.
3. Provide the number of employees / workers having suffered high consequence work related injury / ill-health / fatalities (as reported
in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members
have been placed in suitable employment:

Total no. of affected employees/ No. of employees/workers that are rehabilitated and
workers placed in suitable employment or whose family
members have been placed in suitable employment

FY' 2024-2025 FY' 2023-2024 FY' 2024-2025 FY' 2023-2024

Employees Nil Nil Nil Nil
Workers Nil 1 Nil Nil

4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings
resulting from retirement or termination of employment? (Yes/ No)
Yes. The Company continually invests in human capital development which includes building skills and capabilities that are
contemporary while providing employees with a diversity of experiences. A noteworthy initiative of the Company can be marked in
the creation of a 'Centre of Excellence' in collaboration with the premier University- BITS, Pilani, to promote academic study and
research for industry-centric knowledge and skill up-gradation. These enhance the employability of the workforce and enable a
smooth transition to alternate opportunities where sought. The Company provides the pension bene ts for those members of staff
who qualify. Workers are provided pension bene ts covered under the relevant statute.
5. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such partners) that were assessed
Health and safety practices Nil, we co-ordinate with our value chain partners for compliance to applicable health & safety
Working Conditions practices & working condition.

69
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

6. Provide details of any corrective actions taken or underway to address signi cant risks / concerns arising from assessments of health
and safety practices and working conditions of value chain partners.
The Company's guidelines are shared with the value chain partners.

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its Stakeholders.

Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity.
The Company considers Stakeholders as an important and integral part of the Company. They are one amongst various key
drivers of business viability and long term pro tability.
The Company has mapped its major Internal and external stakeholders through a structured approach which includes
Government and regulatory authorities, Employees, Customers, Local Communities, Investors & Shareholders, Suppliers,
Trade Unions and NGOs, wherever required.
2. List stakeholder groups identi ed as key for your entity and the frequency of engagement with each stakeholder group.

Stakeholder Whether Identi ed Channels of Frequency of engagement Purpose and scope of

Group as Vulnerable & communication (Annually/ Half yearly/ engagement including key
Marginalized Group (Email, SMS, Newspaper, Quarterly / others – please topics and concerns raised
(Yes/No) Pamphlets, specify) during such engagement
Advertisement,
Community Meetings,
Notice Board, Website,
Other)
Investors No General meetings, investor Event based Transparency, disclosure
calls etc.,
Local community No One to one meetings, Regular Addressing concerns, seeking
various public hearings co-operation, taking care of
health and safety issues

Suppliers No Email, meetings On need basis Mutual engagement, address

concerns, exchange of ideas
No Email, meetings, On need basis Resolution of grievances,
Customers product promotion, exchange
conferences
of ideas, interactive
engagement
Industry No Conferences, Emails Event based Transparency, collective
Association representation
Regulators No Letters, emails, Event based Transparency, Disclosure,
conferences compliance, Constructive
engagement
Employees No Annual meets, regular unit As and when required Empathy, trainings, caring,
level interactions, annual addressing concerns, to
appraisal, celebration of encourage increased
events participation

70
 Corporate Overview Statutory Reports Financial Statements

Leadership Indicators

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or
if consultation is delegated, how is feedback from such consultations provided to the Board.

The Board engages with the stakeholders through executives looking after the respective functions. The EDs and the senior
management team of the Company regularly update the Board and various Board Committees on relevant issues. These
updates are provided during the Board meetings and the Committee meetings.

2. Whether stakeholder consultation is used to support the identi cation and management of environmental, and social topics
(Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated
into policies and activities of the entity.

Yes, expert rm are consulted for identifying environmental related aspects. The stakeholder groups, especially the workmen
and employees are consulted for identi cation of environmental and social issues. The Company conducts its operations
keeping in mind the concerns of the communities around its plant operations based on the inputs and feedback received from
community representatives and employees.

3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.

Various CSR activities undertaken by the company is testimony to its commitment to addressing the concerns of vulnerable
stakeholder groups. The Company used to indulge in CSR activities even prior to introduction of CSR related provisions on
mandatory basis.

PRINCIPLE 5 Businesses should respect and promote human rights.

Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format:

Category FY'2024-2025 FY'2023-2024

Total (A) No. of employees/ % (B / A) Total (C) No. of employees / % (D / C)
workers covered (B) workers covered (D)
Employees
Permanent 1,076 680 63.20 1,100 520 47.27
Other than permanent 140 64 45.17 152 50 32.89
Total Employees 1,216 744 61.18 1,252 570 45.53
Workers
Permanent 748 355 47.46 866 240 27.71
Other than permanent 5,534 2,418 43.69 4,967 1,735 34.93
Total Workers 6,282 2,773 44.14 5,833 1,975 33.86

71
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

2. Details of minimum wages paid to employees and workers, in the following format:

Category FY'2024-2025 FY'2023-2024

Total (A) Equal to Minimum More than Minimum Total (D) Equal to Minimum More than Minimum
Wage Wage Wage Wage
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employees
Permanent & Other
than Permanent
Male 1,023 - - 1,023 100 1,067 - - 1,067 100
Female 53 - - 53 100 33 - - 33 100
Other than Permanent
Male 140 - - 140 100 144 - - 144 100
Female - - - - - 8 - - 8 100
Workers
Permanent
Male 745 - - 745 100 866 - - 866 100
Female 3 - - 3 100 3 - - 3 100
Other than Permanent
Male 5,520 All employees and contractors have been paid more than or equal to minimum wages in
Female 14 accordance with the laws where the Company operates.

3. a. Details of remuneration/salary/wages, in the following format:

Male Female
Number Median remuneration/ Number Median remuneration/
salary/ wages of salary/ wages of
respective category (`) respective category (`)
Board of Directors (BoD) 11 13,62,500 1 9,45,000
Key Managerial Personnel 2 99,71,423 - -
Employees other than BoD and KMP 1,161 4,65,750 53 4,20,444
Workers 745 3,28,659 3 2,76,943

b. Gross wages paid to females:

FY'2024-2025 FY'2023-2024
Gross wages paid to females
(Gross wages paid to females as % of total wages) 0.67 0.45

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? (Yes/No)
Yes. The respective HR head is responsible for addressing the issues related to Human Rights. Further, any person who has any
concerns relating to Human Rights can raise the concerns as per the detailed mechanism provided in the Whistle Blower Policy
of the Company without fear of being retaliated or discriminated.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The Company believes in diversity and inclusiveness that respects and promotes human rights. The Company has in place, a
code of conduct policy to safeguard the rights of its employees, vendors and service providers across its businesses, which
abides by the laws of country. The policies of the Company are in line with national standards and relevant international
standards for its operation and business pursuits, taking into account the human rights of not only employees but also people
likely to be affected by the operations of the Company. The internal policies of Company on code of conduct and CSR
recognizes the key aspect of human rights which lays down the acceptable behaviour of the employees and provides for
stringent disciplinary actions in case of violations of these policies.

72
 Corporate Overview Statutory Reports Financial Statements

6. Number of Complaints on the following made by employees and workers:

FY'2024-2025 FY'2023-2024
Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year. resolution at
the end of year the end of year
Sexual Harassment - - - - - -
Discrimination at workplace - - - - - -
Child Labour - - - - - -
Forced Labour/Involuntary Labour - - - - - -
Wages - - - - - -
Other human rights related issues - - - - - -

7. Complaints led under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in
the following format:
FY'2024-2025 FY'2023-2024
i) Total Complaints reported under Sexual Harassment on of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH) NIL NIL
ii) Complaints on POSH as a % of female employees / workers NIL NIL
iii) Complaints on POSH upheld NIL NIL

8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
The Company has a Whistle Blower Policy wherein the employees report, without fear of retaliation, any wrong practices,
unethical behaviour or non compliance which may have a detrimental effect on the organisation. Company is committed to a
workplace free of harassment, including sexual harassment at workplace, and has zero tolerance for unacceptable conduct.
The Company encourages reporting of any harassment concerns and is responsive to complaints about harassment or other
unwelcome or offensive conduct. Internal Complaints Committee have been constituted to enquire into complaints of sexual
harassment and to recommend appropriate action, wherever required.
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes. All the business agreement and contracts which are entered/to be entered into by the Company with any party include
relevant clauses on the affirmation of applicable regulatory requirements which include human rights as well.
10. Assessment s for the year:

% of your plants and offices that were assessed (by entity or statutory
authorities or third parties)
Child labour
Forced/involuntary labour
Sexual harassment 100% Internal assessment
Discrimination at workplace
Wages
Others – human rights related issues

11. Provide details of any corrective actions taken or underway to address signi cant risks / concerns arising from the
assessments at Question 10 above.
No corrective action required. Currently, there are adequate systems in place to address the concerns that may arise, though
unlikely, in future.

73
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Leadership Indicators
1. Details of a business process being modi ed / introduced as a result of addressing human rights grievances/complaints.
Not Applicable
2. Details of the scope and coverage of any Human rights due-diligence conducted. Not Applicable
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with
Disabilities Act, 2016?
Yes. The Company is committed to ensure that its premises and offices are accessible to everyone including visitors as per the
requirement of Rights of Person with Disabilities Act, 2016. Wherever required, temporary or permanent ergonomic changes
are made to ensure differently abled visitors do not face any challenge while accessing the Company's premises
4. Details on assessment of value chain partners:
Currently the provisions relating to assessment of value chain partners are not applicable to Company.

% of value chain partners (by value of business done with such partners)
that were assessed
Sexual harassment
Discrimination at workplace
Child Labour
Forced Labour/Involuntary Labour Nil
Wages
Others – please specify

5. Provide details of any corrective actions taken or underway to address signi cant risks / concerns arising from the
assessments at Question 4 above. Not Applicable

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

Parameter FY'2024-2025 FY'2023-2024

From renewable sources
Total electricity consumption (A) 162.06 171.87
Total fuel consumption (B) - -
Energy consumption through other sources (C) - -
Total energy consumed from renewable sources (A+B+C) 162.06 171.87
From non-renewable sources
Total electricity consumption (D) 2,95,508.68 2,08,300.53
Total fuel consumption (E) 1,32,603.75 1,23,911.16
Energy consumption through other sources (F) -
Total energy consumed from non-renewable sources (D+E+F) 4,28,112.43 3,32,211.69
Total energy consumed (A+B+C+D+E+F) 4,28,274.49 3,32,383.56
Energy intensity per rupee of turnover
(Total energy consumed / Revenue from operations) 1.01 0.95
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)
(Total energy consumed / Revenue from operations adjusted for PPP) 22.62 21.26
Energy intensity in terms of physical Output 53.52 (GJ/ 47.29 (GJ/
unit production) unit production)
Energy intensity (optional) – the relevant metric may be selected by the entity - -
Note: Indicate, if any, independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No
74
 Corporate Overview Statutory Reports Financial Statements

2. Does the entity have any sites / facilities identi ed as designated consumers (DCs) under the Performance, Achieve and Trade
(PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved.
In case targets have not been achieved, provide the remedial action taken, if any. Not Applicable
3. Provide details of the following disclosures related to water, in the following format:

Parameter FY'2024-2025 FY'2023-2024

Water withdrawal by source (in kilolitres)
(i) Surface water - -
(ii) Groundwater 1,55,750 1,45,504.50
(iii) Third party water - -
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 1,55,750 1,45,504.50
Total volume of water consumption (in kilolitres) 1,55,750 1,45,504.50
Water intensity per rupee of turnover (Water consumed / turnover) 0.37 KL per lakh 0.41 KL per lakh
Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)
(Total water consumption / Revenue from operations adjusted for PPP) 8.29 9.30
Water intensity in terms of physical output 19.46 (KL/ 20.70 (KL/
unit production) unit production)
Water intensity (optional) – the relevant metric may be selected by the entity -

Note: Indicate, if any, independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No
4. Provide the following details related to water discharged:

Parameter FY'2024-2025 FY'2023-2024

Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
No treatment NA NA
With treatment – please specify level of treatment NA NA
(ii) To Groundwater
No treatment 1,17,425 1,45,504.50
With treatment – please specify level of treatment 38,325* NA
(iii) To Seawater
No treatment NA NA
With treatment – please specify level of treatment NA NA
(iv) Sent to third-parties
No treatment NA NA
With treatment – please specify level of treatment NA NA
(v) Others
No treatment NA NA
With treatment – please specify level of treatment NA NA
Total water discharged (in kilolitres) 1,55,750 1,45,504.50
*
Tertiary (advance)

Note: Indicate, if any, independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. NA

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation. Not Applicable

75
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter Units FY'2024-2025 FY'2023-2024

NOx μg/m3 43.00 58.56
Sox μg/m3 10.00 18.59
Particulate matter (PM) μg/m3 142.00 148.39
Persistent organic pollutants (POP) μg/m3 - -
Volatile organic compounds (VOC) ppm 2.18 3.20
Hazardous air pollutants (HAP) ppm - -
Others – please specify NA - -
Note: Indicate, if any, independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Not Available. The Company is in the process of calculating the Scope 1 and Scope 2 GHG emissions.
Note: Indicate, if any, independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No
8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
The Company is constantly taking initiatives to reduce energy consumption that results in greenhouse gas emissions. In order
to keep pace with sustainable best practices, energy efficient lighting solution (LED Lights) have been installed at all office
premises and manufacturing unit. The Company is transitioning towards renewable energy sources and is in process of
installing solar power system at its manufacturing units.
9. Provide details related to waste management by the entity, in the following format:

Parameter FY'2024-2025 FY'2023-2024

Total Waste generated (in metric tonnes)
Plastic waste (A) 32.05 36.91
E-waste (B) 48.60 36.36
Bio-medical waste (C) 0.20 -
Construction and demolition waste (D) - -
Battery waste (E) - -
Radioactive waste (F) - -
Other Hazardous waste. Please specify, if any. (G) Paint Drum: 8.41 Paint Drum - 1.38
Empty Container, Paint Cotton Waste - 0.05
Drum Sludge: 3.09
Used Oil : 1.54
Other Non-hazardous waste generated (H). Please specify, if any. Ferrous- 8,131 Ferrous – 8,532
(Break-up by composition i.e. by materials relevant to the sector) Non-ferrous- 0.28 Non-ferrous – 0.17
Total (A+B + C + D + E + F + G + H) 8,225.17 8,606.87
Waste intensity per rupee of turnover 0.02 0.03
(Total waste generated / Revenue from operations)
Waste intensity per rupee of turnover adjusted for Purchasing 0.44 0.55
Power Parity (PPP)
(Total waste generated / Revenue from operations adjusted for PPP)
Waste intensity in terms of physical output 1.03 1.22
Waste intensity (optional) – the relevant metric may be selected - -
by the entity

76
 Corporate Overview Statutory Reports Financial Statements

Parameter FY'2024-2025 FY'2023-2024

For each category of waste generated, total waste recovered through
recycling, re-using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled 8,131 8,532
(ii) Re-used 47 36
(iii) Other recovery operations - -
Total 8,178 8,568
For each category of waste generated, total waste disposed by nature of
disposal method (in metric tonnes)
Category of waste
(i) Incineration 13.04 1.20
(ii) Land lling - -
(iii) Other disposal operations 33.43 36.27
Total * 46.47 37.47

* Through authorized agencies of West Bengal Pollution Control Board

Note: Indicate, if any, independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No

10. Brie y describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to
manage such wastes.

It is the Company's endeavour to continually look for ways to reduce waste. The Company is disposing wastes through
authorized agencies of West Bengal Pollution Control Board.

11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals /
clearances are required, please specify details in the following format:

[Link]. Location of operations/offices Type of operations Whether the conditions of environmental approval/
clearance are being complied with? (Y/N) If no, the
reasons thereof and corrective action taken, if any.
No

12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
nancial year:

Name and brief EIA Noti cation No. Date Whether conducted Results Relevant Web link
details of project by independent communicated
external agency in public domain
(Yes / No) (Yes / No)
NA

77
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, and Environment Protection Act and
Rules thereunder (Y/N/NA). If not, provide details of all such non-compliances, in the following format: YES

S. No. Specify the law / Provide details of Any nes / penalties / Corrective action taken,
regulation / guidelines the non-compliance action taken by regulatory if any
which was not agencies such as pollution
complied with control boards or by courts
NA

Leadership Indicators

1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility/plant located in areas of water stress, provide the following information:
i. Name of the area: NA
ii. Nature of Operations: NA
iii. Water withdrawal, consumption and discharge in the following format: NA
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No
2. Please provide details of total Scope 3 emissions & its intensity, in the following format: The Company is the process of
calculating the Scope 3 GHG emissions.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No
3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details of
signi cant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation
activities. Not Applicable
4. If the entity has undertaken any speci c initiatives or used innovative technology or solutions to improve resource efficiency,
or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as
outcome of such initiatives, as per the following format:

S. No. Initiative undertaken Details of the initiative (Web-link, if any, may Outcome of the initiative
be provided along-with summary)
Nil

5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
The business continuity plans are integrated in the Company's Risk Management Policy which guides for risk mitigation and
continuing business processes in case of uncertainties.
6. Disclose any signi cant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard.
We are in the process of evaluating the signi cant adverse impact to the environment arising from the value chain partners.
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts. None
8. How many Green Credits have been generated or procured:
a. By the listed entity During the reporting year there were no green credits
b. By the top ten (in terms of value of purchases and sales, generated or procured by Texmaco.
respectively) value chain partners

78
 Corporate Overview Statutory Reports Financial Statements

PRINCIPLE 7 Businesses, when engaging in in uencing public and regulatory policy, should do so in a manner that
is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations. 8
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity
is a member of/ affiliated to.
S. No. Name of the trade and industry Reach of trade and industry chambers/
chambers/ associations associations (State/National/International)
1 Confederation of Indian Industries National
2 International Chamber of Commerce International
3 The Bengal Chamber of Commerce and Industry State
4 Federation of Indian Chambers of Commerce and Industry National
5 Associated Chambers of Commerce & Industry of India National
6 Times Internet Limited National
7 Messe Frankfurt Trade Fairs India Private Limited International
8 Bombay Chamber of Commerce State
2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity, based
on adverse orders from regulatory authorities.

Name of authority Brief of the case Corrective action taken

No adverse order was received by the Company from regulatory authorities during the nancial 2024-2025.
Hence, no corrective action was required to be taken.

Leadership Indicators
1. Details of public policy positions advocated by the entity:
S. No. Public policy Method Whether information Frequency of Review by Board Web Link, if available
advocated resorted for available in public (Annually/Half yearly/ Quarterly /
such advocacy domain? (Yes/No) Others – please specify)

NIL

PRINCIPLE 8 Businesses should promote inclusive growth and equitable development

Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
nancial year.
Name and SIA Date of Whether conducted by Results communicated Relevant Web link
brief details Noti cation noti cation independent external in public domain
of project No. agency (Yes / No) (Yes / No)
Not Applicable

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your
entity, in the following format:

S. No. Name of Project State District No. of Project Affected % of PAFs covered Amounts paid to
for which R&R Families (PAFs) by R&R PAFs in the FY
is ongoing (In INR)
Not Applicable

None, since nature of business operation of the Company does not require any such steps to be undertaken.

79
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

3. Describe the mechanisms to receive and redress grievances of the community.

Grievance Redressal Mechanism is an important aspect of assuring the Company's strong relation with the community as it
provides social license to operate and execute the community initiatives projects. As part of the Company's grievance
Redressal mechanism, The Company proactively meets the community representatives and marginal stakeholders. The
Company have deployed local employees who regularly visit the community and interact with people to gauge and address
community concerns. If any issue, which stands unresolved or needs management intervention, stands escalated to the
respective business heads and resolved accordingly.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY'2024-2025 FY'2023-2024
Directly sourced from MSMEs/ small producers The Company is in the process of setting up
Sourced directly from within India system to collate data.

5. Job creation in smaller towns - Disclose wages paid to persons employed (including employees or workers employed on a
permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost:

FY'2024-2025 (%) FY'2023-2024 (%)

Rural 12.32 11.47
Semi-urban - -
Urban 67.86 68.31
Metropolitan 19.82 20.22

Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identi ed in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):

Details of negative social impact identi ed Corrective action taken

None NA

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identi ed
by government bodies:

S. No. State Aspirational District Amount spent (In INR)

-

3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No) No
(b) From which marginalized /vulnerable groups do you procure? Not Applicable
(c) What percentage of total procurement (by value) does it constitute: Not Applicable
4. Details of the bene ts derived and shared from the intellectual properties owned or acquired by your entity (in the current
nancial year), based on traditional knowledge: Not Applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes
wherein usage of traditional knowledge is involved. None

Name of authority Brief of the Case Corrective action taken

NA

80
 Corporate Overview Statutory Reports Financial Statements

6. Details of bene ciaries of CSR Projects:

S. No. CSR Project No. of persons bene tted % of bene ciaries from vulnerable
from CSR Projects and marginalized groups
1 Sanitation 2,00,000 *
2 Health 1,086 *
3 Education 2,723 60
4 Sports 25 92
*Company's initiative in the areas of Health and Sanitation are speci cally targeted towards bene tting vulnerable and marginalised groups in society. However,
presently, it is challenging to provide an accurate percentage of bene ciaries from these groups. Nevertheless, the Company remains committed to supporting
and uplifting these sections of society through its CSR initiatives.

PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner.

Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company treats customer complaints with utmost importance and believe that it needs to be agile, transparent and
solution-oriented to resolve them efficiently and satisfactorily. There's an effective compliant handling procedure that
facilitates prompt logging, investigation, resolution and closure. It is ensured that all the complaints are closed to the fullest
customer satisfaction. The Company grants right to information to its customers. It is ensured that product information
provides adequate information relating to safety, operation and maintenance of the products created/services provided to its
customers.
To understand customers better, the Company follows several modes of engagement such as customer's surveys, direct
feedback, visits by manager's/ plant personnel and production facilities visit organised for customers. The Company also
conducts one-to-one meetings with customers in order to enable efficient communication and redressal of customer's
grievances, if any.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

As a percentage to total turnover

Environmental and social parameters relevant to the product
Not Applicable as the Company does not have speci c
Safe and responsible usage consumer product or product range.
Recycling and/or safe disposal

3. Number of consumer complaints in respect of the following:

FY'2024-2025 Remarks FY'2023-2024 Remarks

Received Pending Received Pending
during resolution during resolution
the year at end of year the year at end of year
Data privacy Nil Nil NA Nil Nil NA
Advertising Nil Nil NA Nil Nil NA
Cyber-security Nil Nil NA Nil Nil NA
Delivery of essential services Nil Nil NA Nil Nil NA
Restrictive Trade Practices Nil Nil NA Nil Nil NA
Unfair Trade Practices Nil Nil NA Nil Nil NA
Other Nil Nil NA Nil Nil NA

81
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

4. Details of instances of product recalls on account of safety issues:

Number Reasons for recall

Voluntary recalls Nil NA

Forced recalls Nil NA

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a
web-link of the policy.
Yes, the Company has a policy on cyber security and risk related to data privacy, which is available on the Company's website
at [Link].
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by
regulatory authorities on safety of products / services. None
7. Provide the following information relating to data breaches:
a. Number of instances of data breaches along-with impact: NIL
b. Percentage of data breaches involving personally identi able information of customers: NIL
c. Impact, if any, of the data breaches: Not Applicable

Leadership Indicator
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).
The information relating to work and businesses are available on the Company's website at [Link].
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. Not Applicable
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services. Not Applicable
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to
the major products / services of the entity, signi cant locations of operation of the entity or the entity as a whole? (Yes/No).
Not Applicable

82
 Corporate Overview Statutory Reports Financial Statements

Independent Auditor's Report

To
The Members of
TEXMACO RAIL & ENGINEERING LIMITED

Report on the Audit of the Standalone Financial

Statements
Basis for Opinion
Opinion
2. We conducted our audit in accordance with the
1. We have audited the accompanying standalone Standards on Auditing (SAs) speci ed under section
n a n c i a l s t a t e m e n t s o f T E X M A CO R A I L & 143(10) of the Act. Our responsibilities under those
ENGINEERING LIMITED (“the Company”), which Standards are further described in the Auditor's
comprise the Balance Sheet as at 31st March 2025, the Responsibilities for the Audit of the Financial
Statement of Pro t and Loss (including Other Statements section of our report. We are independent
Comprehensive Income), the Statement of Cash Flows, of the Company in accordance with the Code of Ethics
the Statement of Changes in Equity and notes to the issued by the Institute of Chartered Accountants of
nancial statements for the year then ended on that India together with the ethical requirements that are
date including a summary of material accounting relevant to our audit of the standalone nancial
policies and other explanatory information (herein statements under the provisions of the Act and the
a f te r re fe r re d to a s “ S t a n d a l o n e Fi n a n c i a l Rules thereunder, and we have ful lled our other
Statements”). ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
In our opinion and to the best of our information and the audit evidence we have obtained is sufficient and
according to the explanations given to us, the appropriate to provide a basis for our opinion.
aforesaid standalone nancial statements give the
information required by the Companies Act, 2013 (“the Key Audit Matters
Act”) in the manner so required and give a true and fair
view in conformity with the accounting principles 3. Key Audit Matters are those matters that, in our
generally accepted in India, of the state of affairs of the professional judgment, were of most signi cance in
Company as at March 31, 2025, its pro t (including our audit of the standalone nancial statements of the
Other Comprehensive Loss), changes in equity and its current period. These matters were addressed in the
cash ows for the year ended on that date. context of our audit of the standalone nancial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters. We have determined the matters

83
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Key Audit Matter Procedures Performed

Revenue Recognition for long term projects Our audit procedures included the following:
The Company's signi cant portion of business is undertaken l We evaluated the Company's accounting policies
through long term engineering, procurement and construction per taining to revenue recognition and assessed
contracts. Revenue from these contracts is recognized over a compliance with the policies in terms of Ind AS 115
period of time in accordance with the requirements of Ind AS 115,
Revenue from Contracts with Customers. Due to the nature of the - Revenue from Contracts with Customers.
contracts, revenue recognition involves usage of percentage of l We identi ed and tested controls related to revenue
completion method which is determined based on proportion of recognition and our audit procedure focused on
contract costs incurred to date compared to estimated total determination of progress of completion, recording of
contract costs, which involves signi cant judgments, costs incurred and estimation of costs to complete the
identi cation of contractual obligations and the Company's remaining contract obligations through inspection of
rights to receive payments for performance completed till date, evidence of performance of these controls.
changes in scope and consequential revised contract price and
recognition of the liability for loss making contracts/ onerous l We tested on a sample basis, and inspected the
obligations. Accuracy of revenues and onerous obligations, underlying customer contracts, performed retrospective
pro ts may deviate signi cantly on account of change in review of costs incurred with estimated costs to identify
judgements and estimates. signi cant variations and assessed whether those
variations were considered in estimating the remaining
costs to complete and consequential determination of
stage of completion, which formed the basis of revenue
recognition under the input method. We reviewed the
management's evaluation process to recognize revenue
over a period of time, the status of completion for projects
and total cost estimates. We analysed the forecast of sample
contracts arising from contract modi cations and current
ongoing negotiations and settlements that may impair the
pro tability of such contracts as well as the collectability of
such contracts by reference to the recent credit review
assessment of the customer prepared by management.
l We inspected contracts with exceptions including
contracts with low or negative margins, loss making
contracts, contracts with signi cant changes in planned
cost estimates, probable penalties due to delay in contract
execution and signi cant overdue net receivable positions
for contracts with marginal or no movement to determine
the level of provisioning required.

We assessed that the contractual positions and revenue for the

year were presented and disclosed in the nancial statements.

Principal Audit Procedures

Contingent Liabilities
In assessing the exposure of the Company for the tax litigations,
The Company operates in a complex tax environment and is
we have performed the following procedures:
required to discharge direct and indirect tax obligations under
various legislations such as Income Tax Act, 1961, the Finance Act, l Obtained an understanding of the process laid down by the
1994, Goods and Services Tax Acts and VAT Acts of various states. management for performing their assessment taking into
consideration past legal precedents, changes in laws and
The tax authorities under these legislations have raised certain regulations, expert opinions obtained from external tax /
tax demands on the Company in respect of the past periods. The legal experts (as applicable);
Company has disputed such demands and has appealed against
them at appropriate forums. As at March 31, 2025 the Company

84
 Corporate Overview Statutory Reports Financial Statements

Key Audit Matter Procedures Performed

has an amount of `18,227.59 Lakhs involved in various pending l Assessed the processes and entity level controls
tax litigations. established by the Company to ensure completeness of
information with respect to tax litigations;
Ind AS 37 requires the Company to perform an assessment of the
probability of economic out ow on account of such disputed tax l Along with our tax experts, we undertook the following
matters and determine whether any particular obligation needs procedures:
to be recorded as a provision in the books of account or to be l Reading communications with relevant tax authorities
disclosed as a contingent liability. Considering the signi cant including notices, demands, orders, etc., relevant to the
degree of judgement applied by the management in making ending litigations, as made available to us by the
such assessments and the resultant impact on the nancial management;
statements, we have considered it to be an area of signi cance for
l Testing the accuracy of disputed amounts from the
our audit.
underlying communications received from tax authorities
and responses led by the Company;
l Considered the submissions made to appellate authorities
and expert opinions obtained by the Company from
external tax / legal experts (wherever applicable) which
form the basis for management's assessment;
l Assessed the positions taken by the management in the
light of the aforesaid information and based on the
examination of the matters by our tax experts.
l Read the disclosures included in the nancial statements in
accordance with Ind AS 37.

Other Information Management's Responsibility for the Standalone Financial

Statements
4. The Company's Board of Directors is responsible for the
other information. The other information comprises the 8. The Company's Board of Directors is responsible for the
information included in the Management Discussion and matters stated in section 134(5) of the Companies Act,
Analysis; Board's Report including Annexures to Board 2013 (“the Act”) with respect to the preparation of these
Report, Business Responsibility Report, Corporate standalone nancial statements that give a true and fair
Governance and Shareholders' Information but does not view of the nancial position, nancial performance,
include the standalone nancial statements and our changes in equity and cash ows of the Company in
auditor's report thereon. The aforesaid documents are accordance with the accounting principles generally
expected to be made available to us after the date of this accepted in India, including the accounting Standards
auditor's report. speci ed under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting
5. Our opinion on the standalone nancial statements does
records in accordance with the provisions of the Act for
not cover the other information and we do not express any
safeguarding of the assets of the Company and for
form of assurance conclusion thereon.
preventing and detecting frauds and other irregularities;
6. In connection with our audit of the standalone nancial selection and application of appropriate accounting
statements, our responsibility is to read the other policies; making judgments and estimates that are
information when it becomes available and, in doing so, reasonable and prudent; and design, implementation and
consider whether the other information is materially maintenance of adequate internal nancial controls, that
inconsistent with the standalone nancial statements or were operating effectively for ensuring the accuracy and
our knowledge obtained in the audit, or otherwise appears completeness of the accounting records, relevant to the
to be materially misstated. preparation and presentation of the nancial statement
7. When we read the aforesaid documents, if we conclude that give a true and fair view and are free from material
that there is a material misstatement therein, we are misstatement, whether due to fraud or error.
required to communicate the matters to those charged 9. In preparing the nancial statements, management is
with governance. responsible for assessing the Company's ability to
85
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

continue as a going concern, disclosing, as applicable, l Conclude on the appropriateness of management's

matters related to going concern and using the going use of the going concern basis of accounting and,
concern basis of accounting unless management either based on the audit evidence obtained, whether a
intends to liquidate the Company or to cease operations, material uncertainty exists related to events or
or has no realistic alternative but to do so. conditions that may cast signi cant doubt on the
10. The Board of Directors are also responsible for overseeing Company's ability to continue as a going concern. If
the company's nancial reporting process. we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to
Auditor's Responsibility for the Audit of the Financial the related disclosures in the nancial statements or,
Statements if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
11. Our objectives are to obtain reasonable assurance about
evidence obtained up to the date of our auditor's
whether the nancial statements as a whole are free from
report. However, future events or conditions may
material misstatement, whether due to fraud or error, and
cause the Company to cease to continue as a going
to issue an auditor's report that includes our opinion.
concern.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance l Evaluate the overall presentation, structure and
with SAs will always detect a material misstatement when content of the nancial statements, including the
it exists. Misstatements can arise from fraud or error and disclosures, and whether the nancial statements
are considered material if, individually or in the aggregate, represent the underlying transactions and events in a
they could reasonably be expected to in uence the manner that achieves fair presentation.
economic decisions of users taken on the basis of these
13. We communicate with those charged with governance
nancial statements.
regarding, among other matters, the planned scope and
12. As part of an audit in accordance with SAs, we exercise timing of the audit and signi cant audit ndings,
professional judgment and maintain professional including any signi cant de ciencies in internal control
skepticism throughout the audit. We also: that we identify during our audit.

l Identify and assess the risks of material misstatement 14. We also provide those charged with governance with a
of the nancial statements, whether due to fraud or statement that we have complied with relevant ethical
error, design and per form audit procedures requirements regarding independence, and to
responsive to those risks, and obtain audit evidence communicate with them all relationships and other
that is sufficient and appropriate to provide a basis for matters that may reasonably be thought to bear on our
our opinion. The risk of not detecting a material independence, and where applicable, related safeguards.
misstatement resulting from fraud is higher than for
15. From the matters communicated with those charged with
one resulting from error, as fraud may involve
governance, we determine those matters that were of
c o l l u s i o n , f o r g e r y, i n t e n t i o n a l o m i s s i o n s ,
most signi cance in the audit of the nancial statements
misrepresentations, or the override of internal
of the current period and are therefore the key audit
control.
matters. We describe these matters in our auditor's report
l Obtained an understanding of internal control unless law or regulation precludes public disclosure about
relevant to the audit in order to design audit the matters or when we determine that a matter should
procedures that are appropriate in the circumstances. not be communicated in our report because the adverse
Under Section 143(3) (i) of the Companies Act, 2013, consequences of doing so would reasonably be expected
we are also responsible for expressing our opinion on to outweigh the public interest bene ts of such
whether the company has adequate internal nancial communication.
controls system in place and the operating
16. Materiality is the magnitude of misstatements in the
effectiveness of such controls.
standalone nancial statements that, individually or in
l Evaluate the appropriateness of accounting policies aggregate, makes it probable that the economic decisions
used and the reasonableness of accounting of a reasonably knowledgeable user of the nancial
estimates and related disclosures made by statements may be in uenced. We consider quantitative
management. materiality and qualitative factors in (i) planning the scope

86
 Corporate Overview Statutory Reports Financial Statements

of our audit work and in evaluating the results of our work; and to the best of our information and according to the
and (ii) to evaluate the effect of any identi ed explanations given to us:
misstatements in the nancial statements.
a. The Company has disclosed the impact of pending
Report on Other Legal and Regulatory Requirements litigations on its nancial position in its nancial
statements – Refer Note 1.36 of the standalone
17. As required by the Companies (Auditor's Report) Order,
nancial statements.
2020 (“the Order”) issued by the Central Government of
India in terms of sub –section (11) of section 143 of the Act, b. The Company did not have any long-term contracts
we give in the Annexure - A, a statement on the matters including derivative contracts for which there were
speci ed in paragraphs 3 and 4 of the Order, to the extent any material foreseeable losses.
applicable.
c. There has been no delay in transferring amounts,
18. As required by Section 143 (3) of the Act, we report that: required to be transferred, to the Investor Education
and Protection Fund by the Company.
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief d. (I) The Management has represented that, to the
were necessary for the purposes of our audit. best of its knowledge and belief, no funds (which
(b) In our opinion, proper books of account as required by law are material either individually or in the
have been kept by the Company so far as it appears from aggregate) have been advanced or loaned or
our examination of those books. invested (either from borrowed funds or share
premium or any other sources or kind of funds)
(c) The Balance Sheet, the Statement of Pro t and Loss
by the Company to or in any other person or
(including other comprehensive loss) and the Cash Flow
Statement, Statement of Changes in Equity dealt with by entity, including foreign entity (“Intermediaries”),
this report are in agreement with the books of account. with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall,
(d) in our opinion, the aforesaid standalone nancial whether, directly or indirectly lend or invest in
statements comply with the Accounting Standards other persons or entities identi ed in any manner
speci ed under Section 133 of the Act, read with Rule 7 of
whatsoever by or on behalf of the Company
the Companies (Accounts) Rules, 2014.
(“Ultimate Bene ciaries”) or provide any
(e) On the basis of the written representations received from guarantee, security or the like on behalf of the
the directors as on 31st March, 2025 taken on record by the Ultimate Bene ciaries;
Board of Directors, none of the directors is disquali ed as on
31st March, 2025 from being appointed as a director in terms (ii) The Management has represented, that, to the
of Section 164 (2) of the Act; best of its knowledge and belief, no funds (which
are material either individually or in the
(f ) With respect to the adequacy of the internal nancial
aggregate) have been received by the Company
controls over nancial reporting of the Company and the
operating effectiveness of such controls, refer to our from any person or entity, including foreign
separate Report in “Annexure B”. entit y (“Funding Par ties”), with the
understanding, whether recorded in writing or
(g) With respect to the other matters to be included in the otherwise, that the Company shall, whether,
Auditor's Report in accordance with the requirements of directly or indirectly, lend or invest in other
section 197(16) of the Act, as amended:
persons or entities identi ed in any manner
According to the information and explanations given to us whatsoever by or on behalf of the Funding Party
and the records of the company examined by us, the total (“Ultimate Bene ciaries”) or provide any
managerial remuneration paid as re ected in the nancial guarantee, security or the like on behalf of the
st
statements for the year ended 31 March 2025 is in Ultimate Bene ciaries;
accordance with the requisite approvals mandated by the
provisions of section 197 read with Schedule V to the Act, as (iii) Based on the audit procedures that have been
applicable. considered reasonable and appropriate in the
circumstances, nothing has come to our notice
(h) With respect to the other matters to be included in the
that has caused us to believe that the
Auditor's Report in accordance with Rule 11 of the
representations under sub-clause (i) and (ii) of
Companies (Audit and Auditors) Rules, 2014, in our opinion

87
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Rule 11(e), as provided under (i) and (ii) above, 2025 which have the feature of recording audit trail (edit
contain any material misstatement. log) facility and the same has operated throughout the
year for all relevant transactions recorded in the software
e. (a) The nal dividend proposed in the previous year,
systems. Further, during the course of our audit we did not
declared and paid by the Company during the year is
come across any instance of audit trail feature being
in accordance with Section 123 of the Act, as
tampered with and the audit trail has been preserved by
applicable.
the Company as per the statutory requirements for record
(b) The Company has neither declared nor paid any retention.
interim dividend during the year.
(c) The Board of Directors of the Company have
proposed nal dividend for the year which is subject
to the approval of the members at the ensuing For L. B. Jha & Co.
Annual General Meeting. The amount of dividend Chartered Accountants
proposed is in accordance with section 123 of the Act, Firm Registration No: 301088E
as applicable.

f. Based on our examination which included test checks, the (Ranjan Singh)
company has used accounting software for maintaining its Place: Kolkata Partner
Date: 16.05.2025 Membership No. 305423
books of account for the nancial year ended March 31,
UDIN: 25305423BMNYXR8285

88
 Corporate Overview Statutory Reports Financial Statements

ANNEXURE- A: TO THE INDEPENDENT AUDITOR'S REPORT to the Members of TEXMACO RAIL & ENGINEERING LIMITED
[Referred to in paragraph 17of the Auditors' Report of even date]
(I) (a)(A) The Company has maintained proper records material and have been properly dealt with in the
showing full particulars including quantitative books of accounts.
details and situation of Property, Plant and
(c) According to the information and explanations
Equipment.
given to us and the records of the Company
(B) The Company has maintained proper records examined by us, the title deeds of the immovable
showing full particulars of intangible assets. properties of the Company are held in the name of
the Company except the immovable properties
(b) As explained to us, the company has a system of
which were owned by companies demerged/
verifying all its major Property, Plant & Equipment
merged with the Company under the scheme of
over a period of three years. The Property, Plant and
arrangements approved by the appropriate
Equipment so scheduled for veri cation during this
authorities which are still held in the name of the
year have been physically veri ed. The discre-
erstwhile companies. Details of these companies
pancies noticed on such veri cation were not
are given below.

Particulars Description of item of Gross Year since Reason for not being
property carrying value Year in Title deeds held in Title Deed Property held in the name of
(₹ in lakhs) Service name of Holder held the company
Land
i) Belgharia & Agarpara 456.92 Since 1944 Promoter 1944
Textile Machinery Corporation
Ltd. Texmaco Ltd. now
known as Texmaco
Infrastructure & Holdings Ltd.
Held in the name of
Property, Plant pre-demerged entity.
ii) Sodepur 56.16 1999 Texmaco Ltd. now Promoter 1999 &
& Equipment known as Texmaco 2000
Infrastructure &
Holdings Ltd.
iii) Panihati 835.13 2006 Promoter 2006
Building

i) Flat no. 6A, 14.86 2000 Promoter 2000

Mandeville court,
1-D, Mandeville Garden,
Kolkata-700019.
Texmaco Ltd. now Held in the name of
Area - 1333 Sq. Ft. known as Texmaco pre-demerged entity.
Infrastructure &
iii) Flat at 1st Floor, 14.59 2007 Holdings Ltd. Promoter 2007
1/115, Gariahat Road,
Kolkata-700068
Area -1318 Sq Ft.

Land
Investment
Property i) Sodepur 35.32 2020 Texmaco Ltd. now Promoter 2020 Held in the name of pre-
known as Texmaco demerged entity.
Infrastructure &
Holdings Ltd.

(d) According to the information and explanations given to us and against the Company as at March 31,2025 for holding any
the records of the company examined by us, the Company has benami property under the Benami Transactions (Prohibition)
not revalued any of its Property, Plant and Equipment or Act, 1988 (as amended in 2016) and rules made thereunder.
Intangible assets during the year. ii. (a) The inventory has been physically veri ed by the management
(e) According to the information and explanations given to us no during the year. The discrepancies noticed on physical
proceeding has been initiated during the year or are pending veri cation of inventory as compared to book records were not

89
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

material and have been properly dealt with in the books of (B) The Company has granted unsecured loans to parties other
account. In our opinion, the frequency of veri cation is than its subsidiary companies and joint ventures.
reasonable.
Relationship Aggregate Balance
(b) According to the information and explanations given to us and with the amount given outstanding at
the records of the company examined by us, the Company has Company during the year the balance sheet
been sanctioned working capital limits in excess of ve crore (` in Lakhs) data (` in Lakhs)
rupees, in aggregate, from banks or nancial institutions on the (excluding (excluding
basis of security of current assets; the quarterly returns or interest) interest)
statements led by the company with such banks or nancial
institutions are in agreement with the books of account of the Others 6.71 311.52
Company. (b) As the Company is charging interest against these loans; the terms
(iii) (a) According to the information and explanations given to us and and conditions of these loans in our opinion are not prima-facie
based on the audit procedures conducted by us, the Company prejudicial to the interests of the Company. However, since two of
has granted unsecured loans to subsidiaries and associate the subsidiary companies are yet to start their operation, interest
companies, which are parties covered in the register maintained from these companies against the outstanding loan are not yet
under section 189 of the Companies Act, 2013. The terms and received.
conditions of these loans in our opinion are not prima-facie (c) There is no stipulation regarding recovery of loans as these loans are
prejudicial to the interests of the Company. repayable on demand.
(A) the aggregate amount during the year, and balance (d) The aforesaid loans being repayable on demand, there is no amount
outstanding at the balance sheet date with respect to such overdue for more than ninety days in respect of recovery of
loans to subsidiaries and associates are given as follows – principal and interest of the above loans.
Relationship Aggregate Balance (e) Since all the above loans are repayable on demand, reporting under
with the amount given outstanding at this clause is not applicable.
Company during the year the balance sheet
(` in Lakhs) data (` in Lakhs) (f) According to information and explanation given to us and records
(excluding (excluding of the Company examined by us, details of loans repayable on
interest) interest) demands are as per below given

Subsidiary 326.00 685.40

(` in lakhs)
Particuars All Parties Promoters Related Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A) 332.71 - 326.00
- Agreement does not specify any terms or period of repayment (B) - -
Total (A+B) 332.71 - 326.00
Percentage of loans/ advances in nature of loans to the total loans 100% - 100%

iv. According to the information and explanations given to us and the records have been made and maintained. We have not, however,
records of the Company examined by us, the provisions of section carried out any detailed examination of such records and accounts.
185 and 186 of the Companies Act, 2013, have been complied with vii. (a) According to the information and explanations given to us and
in respect of loans, investments guarantees and securities given by the records of the Company examined by us, in our opinion, the
the Company. Company is regular in depositing the undisputed statutory
v. The Company has not accepted any deposits or amounts which are dues including provident fund, employees' state insurance,
deemed to be deposits within the meaning of Sections 73 to 76 of income-tax, duty of customs, goods and services tax, cess and
the Act and the rules framed there under. Further, no orders have any other statutory dues, as applicable, with the appropriate
been passed by Company Law Board or National Company Law authorities.
Tribunal or Reserve Bank of India or any court or any other tribunal (b) According to the information and explanations given to us and
which could impact the Company. the records of the Company examined by us, the particulars of
vi. We have broadly reviewed the books of accounts maintained by the dues of Customs, Central Excise, Service Tax, Entry Tax, Income
Company pursuant to the order made by the Central Government Tax and Value Added Tax as at 31st March 2025 which have not
for the maintenance of cost records under section 148(1) of the Act been deposited on account of a dispute are as follows:
and are of the opinion that prima facie, the prescribed accounts and

90
 Corporate Overview Statutory Reports Financial Statements

Name of the statute Nature Amount Period to which the Forum where the
(₹ In Lakhs) amount relates dispute is pending
Customs Act, 1962 Custom 111.67 01/12/1998 to 30/06/2000 Commissioner CE.
The Central Excise Act, 1944 Excise 66.42 1986-87 to 2013-14 Appeal led before the CESTAT
The Central Excise Act, 1944 Excise 162.35 1986-87 to 2013-14 The Assistant Commissioner of
Central GST & CX
Finance (Service Tax) Act, 1994 Service Tax 25.69 26-03-2018 Commissioner (Appeal), KOL
Value Added Tax Act Vat 197.17 2003-04 to 2005-06 Addl. Commissioner
Value Added Tax Act Vat 4,578.23 2008-09 to 2011-12 Appellate and Revisional Board.
Value Added Tax Act Vat 2,236.81 2011-12 to 2015-16 West Bengal Taxation Tribunal.
Central Sales Tax Act CST 157.09 2003-04 to 2014-15 Addl. Commissioner
Central Sales Tax Act CST 1,312.44 2006-07 to 2013-14 Appellate and Revisional Board.
Maharashtra Value Added Tax Act 2002 Sales Tax 362.78 2012-13 to 2013-14 Dy. Commissioner of Sales,
Tax Mumbai
Odisha VAT ACT 2004 Sales Tax 6.51 2013-14 to 2016-17 Sales Tax, Bhubaneshwar-III
Circle
West Bengal Value Added Tax Act, 2003 Sales Tax 15.75 2014-15 Deputy Commissioner,
Commercial Taxes, Ballygunge
Charge, Kolkata
The West Bengal VAT Act, 2003 Vat 5.47 AY 2012-13 Appellate Authorities,
West Bengal
MP VAT Act, 2002 Entry Tax 2.53 AY 2009-10 Appellate Authorities, Bhopal
Value Added Tax Act Vat 22.73 AY 2009-10 and AY 2015-16 Appellate Authorities, Bhopal
Value Added Tax Act Vat 3.13 AY 2009-10 Second Appellate Authorities,
Bhopal
Value Added Tax Act Vat 442.74 AY 2016-17 and 2017-18 West Bengal Taxation Tribunal
Value Added Tax Act Vat 95.78 2021-22 Section 11 of U P Trade Tax Act
Value Added Tax Act Vat 39.58 FY 2015-17 Assistant Commissioner, Raipur
Tamil Nadu VAT Act,2006 Sales Tax 175.39 AY 2010-11 to 2012-13 Commercial Tax officer
(Enforcement) Group-1, Office
of the Asst. Commissioner (CT)
(Enforcement) Cuddalore
Goods and Services Tax Act Service Tax 11.10 Oct 16 to June 17 Deputy Commissioner, East – II,
Division CGST, Gurugram
Goods and Services Tax Act Service Tax 380.42 FY 2017-19 High Court
Goods and Services Tax Act Service Tax 7.34 FY 2018-20 Superintendent Jurisdiction &
CX Range - Chakradharpur
Goods and Services Tax Act Service Tax 44.76 FY 2017-18 Assistant Commissioner,
Circle-E, Kota
Goods and Services Tax Act Service Tax 2.73 FY 2017-18 Assistant Commissioner,
Circle-E, Kota
Goods and Services Tax Act Service Tax 75.52 FY 2018-19 Assistant Commissioner
Sangrur: Patiala
Goods and Services Tax Act Service Tax 30.85 FY 2019-20 Assistant Commissioner of
State Tax, Sangrur
Goods and Services Tax Act Service Tax 171.98 Fy 2018-19 Assistant Commissioner of
Commercial Taxes Local Goods
and Service Tax office
Goods and Services Tax Act Service Tax 7.63 01/05/2008 to 31/10/2008 Assistant Commissioner
DGSTO-2, Bengaluru
Jurisdiction: DGSTO-2
Goods and Services Tax Act Service Tax 53.45 2017-23 Appellate Authority,
West Bengal
Goods and Services Tax Act Service Tax 21.37 2015-18 Assistant Commissioner, GST

91
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Name of the statute Nature Amount Period to which the Forum where the
(₹ In Lakhs) amount relates dispute is pending

Goods and Services Tax Act Service Tax 318.00 2017-18 Appellate Authority,
Himachal Pradesh
Goods and Services Tax Act Service Tax 5,734.46 2005 - 2011 Calcutta High Court,
West Bengal
Goods and Services Tax Act Service Tax 184.62 2018-19 The Deputy Commissioner,
Rajasthan
Goods and Services Tax Act Service Tax 143.39 2017-22 The Deputy Commissioner,
Maharashtra
Goods and Services Tax Act Service Tax 1.60 2020-21 The Deputy Commissioner,
Maharashtra
Goods and Services Tax Act Service Tax 27.35 2020-21 The Deputy Commissioner,
Maharashtra
Goods and Services Tax Act Service Tax 25.96 2018-19 The Asst. Commissioner,
Maharashtra
Goods and Services Tax Act Service Tax 58.23 2018-2021 Additional Commissioner,
CGST, Noida
Goods and Services Tax Act Service Tax 300.44 2019-2020 to 2022-2023 Commercial Tax Officer
(Enforcement)-03, SZ, Bangalore
Goods and Services Tax Act Service Tax 180.42 2019-20 Excise and Taxation officer
Gurgaon South ward 1 Gurgaon
Central Sales Tax Act Sales Tax 79.92 2017-18 Assistant Commissioner
Sales Tax
Finance (Service Tax) Act, 1994 Service Tax 7.11 FY 2014-18 (Oct.2014 Assessment Commissioner
Onwards to June 17) Raipur
The Customs Act,1986 Custom 75.99 2020-21 Commissioner of Customs
(Appeals)
Income Tax Act,1961 Payment made 161.74 2010-2014 CIT(Appeal)
through bank
account in the
name of
Employee
Income Tax Act,1961 Disallowance 4.27 2009-10 Commissioner of Income Tax
of non-genuine (appeal)
purchase
Income Tax Act, 1961 Income Tax 30.57 AY 2009-10 High Court, Bombay
Goods and Services Tax Act Service Tax 65.27 2020-21 Assistant Commissioner of
Commercial Taxes,
LGSTO-155, Ramanagara.
Goods and Services Tax Act Service Tax 0.84 2020-21 Assistant Commissioner
Bengaluru
Total 18,227.59

viii There were no transactions relating to previously unrecorded (c) According to the information and explanations given to us
income that have been surrendered or disclosed as income the Company has applied the term loans for the purpose
during the year in the tax assessments under the Income Tax Act, for which the loans were obtained.
1961 (43 of 1961). (d) On an overall examination of the nancial statements of
ix. (a) According to the information and explanations given to us the Company, funds raised on short-term basis have, prima
and the records of the Company examined by us, the facie, not been used during the year for long-term
Company has not defaulted in repayment of loans or in the purposes by the Company.
payment of interest to lenders during the year. (e) According to the information and explanations given to us
the Company has not taken any funds from any entity or
(b) The Company has not been declared wilful defaulter by
person on account of or to meet the obligations its
any bank or nancial institution or government or any
subsidiaries, associates or joint ventures, hence reporting
government authority.
under this clause is not applicable.
92
 Corporate Overview Statutory Reports Financial Statements

(f ) According to the information and explanations given to us of the Companies Act, 2013 are not applicable to the Company.
the Company has not raised loans during the year on the xvi. (a)&(b) In our opinion, the Company is not required to be
pledge of securities held in its any subsidiaries, associates registered under section 45-IA of the Reserve Bank of
or joint ventures, hence reporting under this clause is not India Act, 1934. Hence, reporting under clauses 3(xvi)(a) &
applicable. (b) is not applicable.
x. (a) The Company has not raised moneys by way of initial (c) In our opinion, there is no core investment company within
public offer or further public offer (including debt the Group (as de ned in the Core Investment Companies
instruments) during the year and hence reporting under (Reserve Bank) Directions, 2016) and hence reporting
this clause is not applicable. under this clause is not applicable.
(b) During the year, the Company has not made any xvii. The Company has not incurred cash losses during the current
preferential allotment or private placement of shares or and the immediately preceding nancial year.
convertible debentures (fully or partly or optionally) and
hence reporting under this clause is not applicable. xviii. There has been no resignation of the statutory auditors of the
Company during the year.
xi. (a) During the course of our examination of the books, records
and Minutes of the Board and Committees of the xix. On the basis of the nancial ratios, ageing and expected dates of
Company, carried out in accordance with the generally realization of nancial assets and payment of nancial liabilities,
accepted auditing practices in India, and according to the other information accompanying the nancial statements and
information and explanations given to us, no fraud by the our knowledge of the Board of Directors and Management plans
Company and no material fraud on the Company has been and based on our examination of the evidence supporting the
noticed or reported during the year. assumptions, nothing has come to our attention, which causes
us to believe that any material uncertainty exists as on the date of
(b) No report under sub-section (12) of section 143 of the the audit report indicating that Company is not capable of
Companies Act has been led in Form ADT-4 as prescribed meeting its liabilities existing at the date of balance sheet as and
under rule 13 of Companies (Audit and Auditors) Rules, when they fall due within a period of one year from the balance
2014 with the Central Government, during the year and up sheet date. We, however, state that this is not an assurance as to
to the date of this report. the future viability of the Company. We further state that our
(c) According to the information and explanations given to us reporting is based on the facts up to the date of the audit report
and the records of the Company examined by us, the and we neither give any guarantee nor any assurance that all
Company has not received any complaints from any liabilities falling due within a period of one year from the balance
whistle-blower during the year (and up to the date of this sheet date, will get discharged by the Company as and when
report) and hence reporting under this clause is not they fall due.
applicable. xx. (a) According to information and explanation given to us and
xii. The Company is not a Nidhi Company and hence reporting records of the Company examined by us, there is no fund
under this clause is not applicable. lying unspent for projects other than the ongoing projects.
xiii. According to the information and explanations given to us and (b) According to information and explanation given to us and
the records of the Company examined by us, the company has records of the Company examined by us, there is CSR fund
complied with the requirements of sections 177 and 188 of the amounting ` 55.93 lakhs lying unspent and the same has
Act with respect to its transactions with the related parties. been transferred to a special account opened with the ICICI
Pursuant to the requirement of the applicable Accounting Bank in compliance with the provision of sub-section (6) of
Standard, details of the related party transactions have been section 135 of the Act.
disclosed in Note 1.40 of the standalone nancial statements for xxi. According to information and explanation given to us, and
the year under audit. based on reports of components auditors there has been
xiv. (a) In our opinion the Company has an adequate internal audit no quali cation or adverse report in CARO 2020 in any of
system commensurate with the size and the nature of its the subsidiary, associate and joint venture.
business.
For L. B. Jha & Co.
(b) We have considered the internal audit reports for the year
Chartered Accountants
under audit, issued to the Company during the year and till
Firm Registration No: 301088E
date, in determining the nature, timing and extent of our
audit procedures.
(Ranjan Singh)
xv. In our opinion during the year the Company has not entered into
Place: Kolkata Partner
any non-cash transactions with its directors or persons
connected with its directors and hence provisions of section 192 Date: 16.05.2025 Membership No: 305423
UDIN: 25305423BMNYXR8285

93
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

ANNEXURE- B TO THE INDEPENDENT AUDITOR'S REPORT To the Members of TEXMACO RAIL & ENGINEERING LIMITED
[Referred to in paragraph 18 (f) of the Independent Auditor's Report of even date]

Report on the Internal Financial Control under Clause (i) of effectiveness. Our audit of internal nancial controls over
Sub–section 3 of Section 143 of the Companies Act, 2013 nancial reporting includes obtaining an understanding of
(“the Act”) internal nancial control over nancial reporting, assessing
the risk that a material Weakness exists, and testing and
1. We have audited the internal nancial controls over nancial evaluating the design and operating effectiveness of internal
reporting of Texmaco Rail & Engineering Limited (“the controls based on the assessed risk. The procedure selected
Company”) as of 31st March, 2025 in conjunction with our depends on the auditor's judgment, including the
audit of the standalone nancial statements of the Company assessment of the risk of material misstatement of the
for the year ended on that date. nancial statement, whether due to fraud or error.

Management's Responsibility for Internal Financial Control 5. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
2. The Company's management is responsible for establishing opinion on the Company's internal nancial controls system
and maintaining internal nancial control based on the over nancial reporting.
internal control over nancial reporting criteria established
by the Company considering the essential components of Meaning of Internal Financial Control over Financial
internal control stated in the Guidance Note on Audit of Reporting
Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) issued by the Institute of Chartered 6. A Company's internal nancial control over nancial
Accountants of India (ICAI). These responsibilities include the reporting is a process designed to provide reasonable
design, implementation and maintenance of adequate assurance regarding the reliability of nancial reporting and
internal nancial controls that were operating effectively for the preparation of nancial statements for external purposes
ensuring the orderly and efficient conduct of its business, in accordance with generally accepted accounting
including adherence to company's policies, the safeguarding principles. A Company's internal nancial control over
of its assets, the prevention and detection of frauds and nancial reporting includes those policies and procedures
errors, the accuracy and completeness of the accounting that
records, and the timely preparation of reliable nancial
information, as required under the Companies Act, 2013. a) Pertain to the maintenance of the records that, in reasonable
detail, accurately and fairly re ect the transactions and
Auditors' Responsibility dispositions of the assets of the company;

3. Our responsibility is to express an opinion on the Company's b) provide reasonable assurance that the transactions are
internal nancial controls over nancial reporting based on recorded as necessary to permit preparation of nancial
our audit. We conducted our audit in accordance with the statements in accordance with generally accepted
“Guidance Note” and the Standard on Auditing, issued by accounting principles, and that receipts and expenditure of
ICAI and deemed to be prescribed under section 143(10) of the Company are being made only in accordance with
the Act, to the extent applicable. Those Standards and the authorization of management and directors of company;
Guidance Note require that we comply with ethical and
requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal c) provide reasonable assurance regarding prevention or
nancial controls over nancial reporting was established timely detection of unauthorized acquisition, use, or
and maintained and if such controls operated effectively in disposition of the Company's assets that could have a
all material respects. material effect on the nancial statements.

4. Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal nancial
controls system over nancial reporting and their operating

94
 Corporate Overview Statutory Reports Financial Statements

Inherent Limitations of Internal Financial Control over reporting and such internal nancial controls over nancial
Financial Reporting reporting were operating effectively as at 31st March 2025,
based on the internal control over nancial reporting criteria
7. Because of inherent limitation of internal nancial control established by the company considering, the essential
over nancial reporting, including the possibility of collusion components of internal control stated in the Guidance Note
or improper management override of controls, material on Audit of Internal Financial Control Over Financial
misstatements due to errors or fraud may occur and not be Reporting, issued by ICAI.
detected. Also, projections of any evaluations of the internal
nancial control over nancial reporting to future periods are
subject to the risk that the internal nancial control over For L.B. Jha & Co.
nancial reporting may become inadequate because of Chartered Accountants
changes in conditions, or that the degree of compliance with (Registration number: 301088E)
the policies or procedures may deteriorate.

Opinion (Ranjan Singh)

Place: Kolkata Partner
8. In our opinion, the Company has, in all material respect, an Date: 16.05.2025 Membership number 305423
adequate internal nancial controls system over nancial UDIN: 25305423BMNYXR8285

95
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Balance Sheet as at 31 March, 2025 st

( in Lakhs)
Particulars Note As at As at
No. 31.03.2025 31.03.2024
I ASSETS
(1) Non-Current Assets
(a) Property, Plant & Equipment 1.01 41,378.85 36,707.99
(b) Right-of-Use Assets 1.02a 905.61 444.75
(c) Capital Work-in-Progress 1.02b 3,029.25 2,124.17
(d) Investment Property 1.02c 2,624.33 2,714.30
(e) Other Intangible Assets 1.03 12.33 28.77
(f ) Intangible Assets Under Development 1.03a 39.28 -
(g) Financial Assets
(i) Investments 1.04 75,393.54 11,730.54
(ii) Bank Balance 1.05 1,157.91 4,288.00
(iii) Others 1.06 844.90 796.41
(h) Deferred Tax Assets (Net) 1.07 - 2,206.37
(i) Other Non Current Assets 1.08 1,185.96 1,889.92
1,26,571.96 62,931.22
(2) Current Assets
(a) Inventories 1.09 65,202.45 72,364.65
(b) Financial Assets
(i) Investments 1.10 8,259.22 29,037.71
(ii) Trade Receivables 1.11 1,14,590.97 88,247.54
(iii) Cash & Cash Equivalents 1.12 3,527.17 2,689.62
(iv) Bank balances other than (iii) above 1.13 15,226.26 38,053.16
(v) Loans 1.14 984.56 3,606.33
(vi) Others 1.14a 1,991.16 2,764.86
(c) Current Tax Assets (Net) 1.15 644.91 1,789.57
(d) Other Current Assets 1.16 1,02,851.35 1,12,513.48
3,13,278.05 3,51,066.92
TOTAL ASSETS 4,39,850.01 4,13,998.14
II EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 1.17 3,994.67 3,994.67
(b) Other Equity 1.18 2,63,189.35 2,44,564.76
(2) Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1.19 32,903.58 24,171.62
(ii) Lease Liabilities 1.19a 73.71 100.65
(b) Provisions 1.20 1,098.62 897.83
(c) Deferred Tax Liabilities (Net) 1.07 1,323.02 -
(d) Other Non Current Liabilities 1.21 4,285.07 7,005.80
39,684.00 32,175.90
(3) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1.22 53,472.51 38,800.15
(ii) Lease Liabilities 1.22a 687.28 37.26
(iii) Trade Payables 1.23
(A) Total Outstanding Dues of Micro Enterprises and Small Enterprises - -
(B) Total Outstanding Dues of Creditors Other Than Micro Enterprises 58,217.78 67,550.54
and Small Enterprises
(iv) Other Financial Liabilities 1.24 2,679.94 2,462.71
(b) Other Current Liabilities 1.25 11,804.94 21,727.82
(c) Provisions 1.26 6,119.54 2,684.33
1,32,981.99 1,33,262.81
TOTAL EQUITY AND LIABILITIES 4,39,850.01 4,13,998.14
Material Accounting Policies & Notes B
Notes referred to above form an integral part of the Financial Statements
In terms of our Report of even date attached herewith.
For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
[Link]

th
Dated: 16 May, 2025 Company Secretary C.F.O

96
 Corporate Overview Statutory Reports Financial Statements

Statement of Pro t and Loss for the year ended 31 March, 2025 st

( in Lakhs)
Particulars Note Year Ended Year Ended
No. 31.03.2025 31.03.2024

I Revenue From Operations 1.27 4,23,397.95 3,50,287.01

II Other Income 1.28 9,692.72 8,443.65
III Total Income 4,33,090.67 3,58,730.66
IV EXPENSES
Cost of Materials Consumed 1.29 3,19,461.79 2,68,008.31
Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 1.30 7,165.55 (1,451.00)
Employee Bene ts Expense 1.31 15,684.59 13,952.08
Finance Costs 1.32 12,182.18 13,266.45
Depreciation and Amortization Expenses 1.33 3,433.53 3,518.73
Other Expenses 1.34 49,300.19 43,565.92
Total Expenses 4,07,227.83 3,40,860.49
V Pro t/(loss) before tax 25,862.84 17,870.17
VI Exceptional items - -
VII Pro t/(loss) before tax 25,862.84 17,870.17
VIII Tax Expenses
(a) Current Tax 4,888.00 2,804.00
(b) MAT Credit Utilized/(Entitlement) 3,484.94 (1,357.00)
(c) Deferred Tax 137.12 5,143.11
(d) Income Tax Paid Related to Earlier Years 139.52 11.05
8,649.58 6,601.16
IX Pro t/(Loss) for the period from continuing operations 17,213.26 11,269.01
X Other comprehensive income 1.35
(a) Items that will not be reclassi ed to pro t or loss (35.23) 105.24
(b) Items that will be reclassi ed to pro t or loss 7.37 24.52

(27.86) 129.76

XI Total Comprehensive Income for the period 17,185.40 11,398.77

XII Earnings per equity share (Face value of `1 each) 1.41
(a) Basic 4.31 3.28
(b) Diluted 4.29 3.28
Material Accounting Policies & Notes B

Notes referred to above form an integral part of the Financial Statements

In terms of our Report of even date attached herewith.

For L. B. Jha & Co.

Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
Dated: 16th May, 2025 Company Secretary C.F.O [Link]

97
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Statement of Cash Flow for the year ended 31 March, 2025 st

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
A) Cash Flows from Operating Activities:
Net Pro t before Taxation & Exceptional Items 25,862.84 17,870.17
Adjustments for:
Depreciation & Amortization 3,433.53 3,518.73
Interest Paid 12,182.18 13,266.45
Bad Debt Written off 464.28 1,380.94
Provision and Excess Liabilities Written Back / Off (87.60) (5.45)
Interest Received (2,840.81) (3,403.15)
Income From Investments (2,551.54) (99.47)
Pro t on Sale of Investments - Current (Net) (783.47) (170.30)
Gain on Fair Value of Bonds / Mutual Funds (681.47) (218.65)
Loss / (Pro t) on Sale of Property, Plant and Equipment (Net) (121.00) (19.71)
9,014.10 14,249.39
Operating Pro t before Working Capital Changes & Exceptional Items 34,876.94 32,119.56

(Increase) / Decrease in Trade & Other Receivables (13,580.51) (20,948.93)

(Increase) / Decrease in Inventories 7,162.20 (4,737.44)
Increase / (Decrease) in Trade Payables & Other Liabilities (18,114.58) 1,746.72
(24,532.89) (23,939.65)
Cash Generated from Operations 10,344.05 8,179.91
Direct Taxes (Paid) / Received (3,975.53) 1,140.72
Cash Flow before Exceptional Items 6,368.52 9,320.63
Exceptional Items - -
Net Cash generated from Operating Activities 6,368.52 9,320.63
B. Cash Flows From Investing Activities
Sale / (Purchase) of Property, Plant & Equipment (8,305.47) (8,092.35)
(Purchase) / Sale of Investments (Net) (41,419.42) (31,030.60)
Bank Deposits (Includes having original maturity more than three months) 25,956.99 (26,737.21)
Interest Received 2,810.74 2,758.22
Dividend Received 2,551.54 99.47
Net Cash used in Investing Activities (18,405.62) (63,002.47)
C. Cash Flows From Financing Activities
Receipt / (Payment) of Long Term Borrowings 8,731.96 7,812.18
Receipt / (Payment) of Short Term Borrowings 14,672.36 (43,090.08)
Proceeds from Issue of Share Warrants 3,750.00 -
Increase in Share Capital - 775.97
Increase / (Decrease) in Securities Premium (313.46) 1,02,334.28
Repayment of Lease Liabilities 162.22 (262.35)
Interest Paid (12,138.01) (13,784.59)
Dividend Paid (1,997.79) (481.75)
Net Cash generated from Financing Activities 12,867.28 53,303.66
D. Changes in Foreign Currency Translation arising from Foreign Operations 7.37 24.52
Net Increase / (Decrease) in Cash and Cash Equivalents 837.55 (353.66)
Cash and Cash Equivalents at the beginning of the period 2,689.62 3,043.28
Cash and Cash Equivalents at the end of the period 3,527.17 2,689.62
Note:
(1) Details of Cash and Equivalents as on
Balances with banks
Current Accounts 3,485.63 2,633.64
Cash on hand 41.54 55.98
3,527.17 2,689.62
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Ind AS 7 (Statement of Cash Flow)
Notes referred to above form an integral part of the Statement of Cash Flow

Movement for the year ended March 31, 2025

Particulars As at 31st March 2024 Net Cash Flow Others As at 31st March 2025
Long Term Borrowings
Term Loan 24,147.39 8,746.95 - 32,894.34
Car Loan 24.23 (14.99) - 9.24
Lease Liabilities 100.65 - (26.94) 73.71
Short Term Borrowings
Cash Credit 31,606.06 13,091.55 - 44,697.61
Term Loan 7,160.11 1,604.68 - 8,764.79
Car Loan 33.98 (23.87) - 10.11
Lease Liabilities 37.26 162.22 487.80 687.28
Total 63,109.68 23,566.54 460.86 87,137.08
Note: The Company has disclosed Proceeds and Repayment of Borrowings on Net Basis in Cash Flow Statement
In terms of our Report of even date attached herewith.
For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E
Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
Dated: 16th May, 2025 Company Secretary C.F.O [Link]
98
 Corporate Overview Statutory Reports Financial Statements

Statement of Changes in Equity for the year ended 31 March, 2025 st

a. Equity Share Capital

Particulars Issued,
Subscribed Paid
up Capital
Balance as at 01.04.2023 3,218.70
Add: Change in Equity Share Capital during the year 775.97
Balance as at 31.03.2024 3,994.67
Add: Change in Equity Share Capital during the year -
Balance as at 31.03.2025 3,994.67

b. Other Equity
Reserves and Surplus Other Comprehensive Income
Equity instruments/ Exchange
retained bene ts/ differences Money
Capital Securities General Retained income in on received Total
Associates and translating against
Reserve Premium Reserve Earnings
Joint Ventures the nancial share
Account through other statements of warrants
comprehensive a foreign
income operation
Balance as at 1st April, 2023 1,626.60 62,977.60 49,005.30 17,489.05 57.30 158.67 - 1,31,314.52
Pro t for the year - - - 11,269.01 - - - 11,269.01
Other Comprehensive Income for the year - - - - 99.27 24.52 - 123.79
Issue of Equity Shares under Rights Issue/
Preferential/QIP Allotment - 1,04,122.67 - - - - - 1,04,122.67
Adjusments for Rights Issue/Preferential/
QIP expenses - (1,788.39) - - - - - (1,788.39)
Dividend on Equity Shares - - - (482.81) - - - (482.81)
Remeasurement of the net de ned bene t plan - - - 5.97 - - - 5.97
Transfer to / (from) retained earnings - - - 1.40 (1.40) - - -
Transfer to / (from) General Reserve - - 200.00 (200.00) - - - -

Balance as at 31st March, 2024 1,626.60 1,65,311.88 49,205.30 28,082.62 155.17 183.19 - 2,44,564.76
Pro t for the year - - - 17,213.26 - - - 17,213.26
Other Comprehensive Income for the year - - - - 0.15 7.37 - 7.52
Money Received against Share Warrants - - - - - - 3,750.00 3,750.00
Adjusments for Rights Issue/Preferential/
QIP expenses - (313.47) - - - - - (313.47)
Dividend on Equity Shares - - - (1,997.34) - - - (1,997.34)
Remeasurement of the net de ned bene t plan - - - (35.38) - - - (35.38)
Transfer to / (from) General Reserve - - 200.00 (200.00) - - - -

Balance as at 31st March, 2025 1,626.60 1,64,998.41 49,405.30 43,063.16 155.32 190.56 3,750.00 2,63,189.35

In terms of our Report of even date attached herewith.

For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
th
Dated: 16 May, 2025 Company Secretary C.F.O [Link]

99
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

A. CORPORATE INFORMATION make estimates, judgments and assumptions. These
estimates, judgment and assumptions affect the
Texmaco Rail & Engineering Limited, ("the Company")
th application of accounting policies and the reported
incorporated on 25 June 1998 has its Registered Office
amount of Assets and Liabilities and disclosure of
at Belgharia, Kolkata 700056. The Company is listed on
contingent liabilities on the date of the Financial
the National Stock Exchange of India Limited and
Statements and reported amounts of revenues and
Bombay Stock Exchange Limited.
expenses for the year.
The Company manufactures a diverse range of products
Estimates and underlying assumptions are reviewed on
viz. Railway Freight Cars, Hydro-mechanical Equipment
an ongoing basis. Revisions to accounting estimates are
& Industrial Structural's, Loco Components and
recognized in the period in which the estimates are
Loco Shells, Steel Girders for Railway Bridges, Steel
revised, and future periods are affected.
Castings, and Pressure Vessels, etc. along with EPC
contracts for Execution of Railway Track, Signaling & Key sources of estimation of uncertainty at the date of
Telecommunication Projects, Rail Electri cation & the nancial statements, which may cause a material
Automatic Fare Collection etc. on turnkey basis. adjustment to the carrying amounts of assets and
liabilities within the next nancial year, is in respect of
B. MATERIAL ACCOUNTING POLICIES impairment of investments, useful lives of property,
plant and equipment, valuation of deferred tax assets,
(i) Statement of Compliance
provisions and contingent liabilities and fair value
These nancial statements have been prepared in measurement of nancial instruments have been
accordance with Ind AS prescribed under Section 133 of discussed below. Key source of estimation of
the Companies Act read with Companies (Indian uncertainty in respect of revenue recognition and
Accounting Standards) Rules as amended from time to employee bene ts have been discussed in their
time. respective policies.
(ii) Basis of Accounting Useful lives of property, plant and equipment
These nancial statements have been prepared on the The Company reviews the useful life of property, plant
historical cost basis, except for certain nancial and equipment at the end of each reporting period. This
instruments and de ned bene ts plans which are reassessment may result in change in depreciation
measured at fair values at the end of each reporting expense in future periods.
period. Historical cost is generally based on the value of Valuation of deferred tax assets
the consideration given in exchange for goods and
The Company reviews the carrying amount of deferred
services. Fair value is the price that would be received to
tax assets at the end of each year. The policy has been
sell an asset or paid to transfer a liability in an orderly
explained under note B (xxi).
transaction between market participants at the
measurement date. (iv) Property, plant and equipment
The Functional currency of the Company is in Indian Property, plant and equipment are carried at the cost of
Rupees. These Financial Information are presented in acquisition revalued amount or construction less
Indian Rupees. All amounts have been rounded off to accumulated depreciation. Costs directly attributable to
the nearest Lakhs and rounded off to two decimals acquisition are capitalized until the property, plant and
except for Earnings Per Share and where mentioned equipment are ready for use, as intended by
otherwise. management.
All the assets and liabilities have been classi ed as Depreciation has been provided on straight line method
current and non-current as per the company's normal in accordance with the life of the respective assets as
operating cycle and criteria set out in schedule III prescribed in Schedule II of the Companies Act, 2013
(Division II) of the Companies Act 2013. except certain assets for which useful life of assets has
The Company has ascertained it's operating cycle as 12 been ascertained based on report of technical experts.
months for the purpose of current and non- current All assets costing ` 5,000 or below are fully depreciated
classi cation of assets and liabilities. in the year of addition.
The Company, based on technical assessment made by
(iii) Use of Estimates technical exper t and management estimate,
The preparation of the Financial Statements in depreciates Building and Plant & Equipment over
conformity with IND AS requires the management to estimated useful lives which are different from the useful

100
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

life prescribed in Schedule II to the Companies Act, 2013. accounted for on a prospective basis. Intangible assets
The Management believes that these estimated useful with inde nite useful lives that are acquired separately
lives are realistic and re ect fair approximation of the are carried at cost less accumulated impairment losses.
period over which the assets are likely to be used. The Intangible assets are amortized on Straight Line Basis
estimated useful lives and residual value are reviewed at over a period of 3 to 6 years.
the end of each reporting period, with the effect of any (vi) Impairment of Non-Financial Assets
change in estimate accounted for on a prospective basis.
The estimated useful lives are as mentioned below: The Group assesses at each reporting date whether
there is an indication that an asset may be impaired. If
· Buildings (Site Office) 3 years any indication exists, or when annual impairment
· Buildings/Investment Property 30 to 60 years testing for an asset is required, the Group estimates the
· Roads 5 to 10 years asset's recoverable amount. An asset's recoverable
amount is the higher of an asset's or cash-generating
· Railway Sidings 15 to 30 years
unit's (CGU) fair value less costs of disposal and its
· Electrical Machinery 10 to 20 years value in use. The recoverable amount is determined for
· Plant & Equipment 5 to 17 years an individual asset, unless the asset does not generate
· Furniture 10 years cash in ows that are largely independent of those
· Office Equipment 5 years from other assets or groups of assets. Where the
carrying amount of an asset or CGU exceeds its
· Computers 3 years
recoverable amount, the asset is considered impaired
· Motor Vehicles 8 years and is written down to its recoverable amount. In
· Intangible Assets (Softwares) 3 to 6 years assessing value in use, the estimated future cash ows
are discounted to their present value using a pre-tax
Capital work-in-progress discount rate that re ects current market assessments
Capital work-in-progress / Intangible assets under of the time value of money and the risks speci c to the
development are carried at cost, comprising direct cost, asset. In determining net selling price, recent market
related incidental expenses and attributable borrowing transactions are taken into account, if available. If no
cost. Advances paid towards the acquisition of property, such transactions can be identi ed, an appropriate
plant and equipment outstanding at each Balance Sheet valuation model is used.
date is classi ed as Capital Advances. (vii) Derivative Financial Instrument
Investment Properties The Company enters into derivative nancial
Properties that are held for - long term rental yields or for instruments to manage its exposure to foreign
exchange rate risks, including foreign exchange forward
capital appreciation or both, and that is not occupied by
contracts. The Company holds derivative nancial
the Company, is classi ed as investment property.
instruments such as foreign exchange forward contracts
Investment property is measured initially at its cost,
to mitigate the risk of changes in exchange rates on
including related transaction costs and where
foreign currency exposures. The counter party for these
applicable borrowing costs. Subsequent expenditure is
contracts is generally a bank.
capitalised to the asset's carrying amount only when it is
probable that future economic bene ts associated with Derivatives are initially recognized at fair value at the
expenditure will ow to the Company and the cost of the date the derivative contracts are entered into and are
item can be measured reliably. All other repairs and subsequently remeasured to their fair value at the end of
maintenance costs are expensed when incurred. When each reporting period. The resulting gain or loss is
part of an investment property is replaced, the carrying recognized to statement pro t or loss immediately.
amount of the replaced part is derecognised. (viii) Financial Instrument
(v) Intangible Assets The Company recognizes nancial assets and nancial
liabilities when it becomes a party to the contractual
Intangible Assets are recorded at the consideration paid
provisions of the instrument. All nancial assets and
for acquisition less accumulated amortization and liabilities are recognized at fair value on initial
accumulated impairment, if any, Amortization is recognition, except for trade receivables which are
recognized at Straight Line Basis over their estimated initially measured at transaction price. Transaction costs
useful life. The estimated useful life and amortization that are directly attributable to the acquisition or issue of
method are reviewed at the end of each reporting nancial assets and nancial liabilities, that are not
period, with the effect of any changes in estimate being
101
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

measured at fair value through pro t or loss, are added/ allowances recognized if the credit quality of the
deducted to the fair value on initial recognition. nancial asset has deteriorated signi cantly since
All recognized nancial assets are subsequently initial recognition.
measured in their entirety at either amortized cost or fair g) Offsetting Financial Instruments
value, depending on the classi cation of the nancial
assets. Financial assets and liabilities are offset, and the net
amount is included in the Balance Sheet where
(a) Financial assets carried at amortized cost there is a legally enforceable right to offset the
A Financial asset is subsequently measured at recognized amounts and there is an intention to
amortized cost if it is held within a business model settle on a net basis or realize the asset and settle the
whose objective is to hold the asset in order to liability simultaneously.
collect contractual cash ows and the contractual (ix) Measurement of Fair Values
terms of the nancial asset give rise on speci ed
dates to cash ows that are solely payments of Certain accounting policies and disclosures of the
principal and interest on the principal amount Company require the measurement of fair values, for
outstanding. both nancial and non- nancial assets and liabilities.
The Company has an established control framework
b) Investment in Equity Instruments at fair value
with respect to the measurement of fair values.
through other comprehensive income
Fair Values are categorized into different levels in a fair
Equity investments are initially measured at fair
value hierarchy based on the inputs used in the
value plus transaction costs. Subsequently, they are
valuation techniques as follows:
measured at fair value with gains and losses arising
from changes in fair value recognized in other · Level 1: quoted prices (unadjusted) in active markets for
comprehensive income and accumulated in the identical assets or liabilities.
'Reserve for equity instruments through other
· Level 2: inputs other than quoted prices included in
comprehensive income'.
Level 1 that are observable for the asset or liability, either
c) Financial assets at fair value through pro t or directly (i.e. as prices) or indirectly (i.e. derived from
loss prices).
A nancial asset which is not classi ed in any of the · Level 3: inputs for the asset or liability that are not based
above categories is subsequently fair valued on observable market data (unobservable inputs).
through pro t or loss.
When measuring the fair value of an asset or liability, the
d) Financial liabilities
company uses observable market data as far as
Financial liabilities are subsequently carried at possible. If the inputs used to measure the fair value of
amortized cost using the effective interest method. an asset or a liability fall into a different level of the fair
For trade and other payables maturing within one value hierarchy, then the fair value measurement is
year from the Balance Sheet date, the carrying categorized in its entirety in the same level of the fair
amounts approximate fair value due to the short value hierarchy as the lowest level input that is
maturity of these instruments. signi cant to the entire measurement.
e) Investment in Subsidiaries and Joint Ventures (x) Revenue Recognition
Investment in Subsidiaries and Joint Ventures are
Sales revenue is measured at fair value of the
carried at cost in the Financial Statements.
consideration received or receivable and stated at net of
f) Impairment GST, trade discounts, rebates but includes excise duty.
The Company assesses at each reporting date Income from services is recognized as the services are
whether a nancial asset (or a group of nancial rendered based on agreement/arrangement with the
assets) such as investments, trade receivables, concerned parties. Export incentives, certain insurance
advances and security deposits held at amortized and other claims, where quantum of accruals cannot be
cost and nancial assets that are measured at fair ascertained with reasonable certainty, are accounted on
value through other comprehensive income are acceptance basis.
tested for impairment based on evidence or a. Revenue from Operations
information that is available without undue cost or
effort. Expected credit losses are assessed and loss Revenue from the sale of goods is recognized when

102
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

the goods are delivered and titles have been passed, estimate the amount of the variable consideration and
at which time all the following conditions are when it is probable that a signi cant reversal of
satis ed: cumulative revenue recognised will not occur when the
uncertainty associated with the variable consideration is
- the Company has transferred to the buyer the
resolved. Variable consideration is estimated using the
signi cant risks and rewards of ownership of
expected value method or most likely amount as
the goods;
appropriate in a given circumstance. Payment terms
- the Company retains neither continuing agreed with a customer are as per business practice and
managerial involvement to the degree usually the nancing component, if signi cant, is separated
associated with ownership not effective control from the transaction price.
over the goods sold;
Signi cant judgements are used in:
- the amount of revenue can be measured
1. Determining the revenue to be recognised in case of
reliably;
performance obligation satis ed over a period of time,
- it is probable that the economic bene ts revenue recognition is done by measuring the progress
associated with the transaction will ow to the towards complete satisfaction of per formance
Company; obligation.
- the costs incurred or to be incurred in respect of 2. Determining the expected losses, which are recognised
the transaction can be measured reliably. in the period in which such losses become probable
based on the expected total contract cost as at the
- Rent Income/Lease Rentals reporting date.
b. Revenue from construction contracts 3. Determining the method to be applied to arrive at the
Revenue from contrac t with customers is variable consideration requiring an adjustment to the
recognised when a performance obligation is price.
satis ed by transferred of promised goods or For contracts where the aggregate of contract cost
services to a customer. incurred to-date plus recognised pro ts (or minus
For performance obligation satis ed over time, the recognised losses as the case may be) exceeds the
revenue recognition is done by measuring the progress billing, the surplus is shown as contract assets
progress towards complete satisfaction of and termed as “unbilled revenue”. For contracts where
performance obligation. the progress billing exceeds the aggregate of contract
cost incurred to-date plus recognised pro ts (or minus
The progress is measured in terms of a proportion of recognised losses as the case may be), the surplus is
actual cost incurred to date, to the total estimated shown as contract liability and termed as “Advances
cost attributable to the performance obligation. from customer”. The amounts billed on the customer for
The company transfers controls of a goods or service work performed and are unconditionally due for
over time and therefore satis es a performance payment i.e only passage of time is required before
obligation and recognise revenue over a period of payment falls due, are disclosed in the Balance Sheet as
time if one of following criteria is met: trade receivables. The amount of retention money held
(i) The customer simultaneously consumes the by customers pending completion of performance
bene ts of Company's performance or milestone is disclosed as part of contract asset and is
classi ed as trade receivables when it became due for
(ii) The customer controls the assets as it is being payment.
created/enhanced by the company's
Impairment loss (termed as provision for impairment
performance or
loss in nancial statement) is recognised in the
(iii) There is no alternative use of assets and the statement of Pro t & Loss to the extent the carrying
company has either explicit or implicit rights of amount of the contract assets exceeds the remaining
payment considering legal precedents. performance obligations (after deducting the costs that
Transaction price is the amount of consideration to relate directly to ful l such remaining performance
which company expects to be entitled in exchange for obligations).
transferring goods or services to a customer. The c. Other Income
company includes Variable consideration as part of Other income comprises of primarily of Interest Income,
transaction price when there is basis to reasonably Dividend Income, Gain/ (Loss) on sale of Investments,

103
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Rental Income and Claims (if any). exemption stipulate that the Company shall make
Interest Income from a nancial asset is recognized good de ciency, if any, in the interest rate declared
when it is probable that the economic bene ts will ow by the trust vis s-vis interest rate declared by the
to the Company and the amount of income can be Employees' Provident Fund Organisation.
measured reliably. Interest income is accrued on a time c. De ned bene t retirement bene ts:
basis, by reference to the principal outstanding and at
the effective interest rate applicable, which is the rate The cost of providing de ned bene t retirement
that exactly discounts estimated future cash receipts bene ts are determined using the projected unit
through the expected life of the nancial asset to the credit method, with independent actuarial
asset's net carrying amount on initial recognition. valuations being carried out at the end of each
reporting period. The Company provides gratuity to
Dividend Income is recognized as and when right to
its employees.
receive payment is established provided, which is
generally after the shareholders approves it in the Remeasurement, comprising actuarial gains and
Annual General Meeting. losses, return on plan assets excluding amounts
Gain/ (Loss) on sale of Current/ Non Current included in net interest on the net bene t liability
Investments are recognized at the time of redemption/ (asset) and any change in the effect of the asset
Sale and at Fair value at each reporting period. ceiling (if applicable) are recognized in the balance
sheet with a charge or credit recognized in other
Rent Income/Lease rentals are recognized on accrual comprehensive income in the period in which they
basis in accordance with the terms of agreements. o cc u r. R e m e a s u re m e nt re co gn i ze d i n t h e
Insurance and other claims are accounted for as and comprehensive income are not reclassi ed to the
when admitted by the appropriate authorities in view of statement of pro t and loss but recognized directly
uncertainty involved in ascertainment of nal claim. in the retained earnings. Past service costs are
(xi) Employee Bene ts recognized in the statement of pro t and loss in the
The Company's contribution to provident fund, pension period in which the amendment to plan occurs. Net
fund, employees' state insurance scheme and super- interest is calculated by applying the discount rate to
annuation fund are charged on accrual basis to the net de ned liability or asset at the beginning of
Statement of Pro t & Loss. the period, taking into account of any changes in the
net de ned bene t liability (asset) during the period
a. Short term bene ts:
as a result of contribution and bene t payments.
Short term employee bene ts are recognized as an
expense at the undiscounted amount in the De ned bene t costs which are recognized in the
statement of pro t and loss of the year in which the statement of pro t and loss are categorized as
related service is rendered. follows
b. De ned contribution retirement bene ts: - Service cost (including current service cost, past
Payments to de ned contribution retirement service cost as well as gains and losses on
bene ts are recognized as an expense when curtailments and settlements); and
employees have rendered services entitling them to - Net interest expense or income; and
the contributions. De ned contribution plans are
those plans where the Company pays xed The retirement bene t obligation recognized in the
contributions to funds/schemes managed by standalone Balance Sheet represents the actual
independent trusts or authority. Contributions are de cit or surplus in the Company's de ned bene t
paid in return for services rendered by the plans. Any surplus resulting from this calculation is
employees during the year. The Company has no limited to the present value of any economic
legal or constructive obligation to pay further bene ts available in the form of refunds from the
contributions if the fund/scheme does not hold plans or reduction in future contributions to the
sufficient assets to pay/extend employee bene ts. plans.
The Company provides Provident Fund facility to all The liability for termination bene t is recognized at
employees. The contributions are expensed as they the earlier of when the entity can no longer
are incurred in line with the treatment of wages and withdraw the offer of the termination bene t and
salaries. The Company's Provident Fund is exempted when the entity recognizes any related restructuring
under section17 of Employees' Provident Fund and costs.
Miscellaneous Provision Act, 1952. Conditions for

104
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

d. Voluntary Retirement Scheme Bene ts the lease term. The lease payments include xed
payments (including in substance xed payments)
Voluntar y retirement scheme bene ts are
less any lease incentives receivable, variable lease
recognized as an expense in the year they are
payments that depend on an index or a rate, and
incurred.
amounts expected to be paid under residual value
(xii) Custom Duty & Goods & Service Tax (GST) guarantees. The lease payments also include the
GST Credit availed on Raw materials, Stores and Capital exercise price of a purchase option reasonably
certain to be exercised by the company and
Goods are reduced from the cost of the Respective
payments of penalties for terminating the lease, if
Goods.
the lease term re ects the company exercising the
(xiii) Research and Development option to terminate. Variable lease payments that do
Research and Development expenditures of revenue not depend on an index or a rate are recognised as
nature are charged to Pro t & Loss Account, while capital expenses (unless they are incurred to produce
expenditure is added to the cost of xed assets in the inventories) in the period in which the event or
year in which these are incurred. condition that triggers the payment occurs.

(xiv) Valuation of Inventories In calculating the present value of lease payments,

the Company uses its incremental borrowing rate at
Raw materials, work-in-progress and nished products the lease commencement date because the interest
are valued at lower of cost and net realisable value after rate implicit in the lease is not readily determinable.
providing for obsolescence and other losses, where After the commencement date, the amount of lease
considered necessary. Cost includes purchase price and liabilities is increased to re ect the accretion of
all other costs incurred in bringing the inventories to interest and reduced for the lease payments made.
their present location and condition. Cost are assigned In addition, the carrying amount of lease liabilities is
to individual items of inventory on weighted average remeasured if there is a modi cation, a change in the
basis. lease term, a change in the lease payments (e.g.,
Stores and Spares are valued on the "weighted average" changes to future payments resulting from a change
basis. in an index or rate used to determine such lease
payments) or a change in the assessment of an
(xv) Lease
option to purchase the underlying asset.
a. Where the Company is the lessee
b. Where the Company is the lessor
Right-of-use assets
Assets subject to operating leases are included in
The Company recognises right-of-use assets at the xed assets. Lease income is recognized in the
commencement date of the lease (i.e., the date the statement of pro t and loss on a straight-line basis
underlying asset is available for use). Right-of-use over the lease term. Costs, including depreciation
assets are measured at cost, less any accumulated are recognized as an expense in the statement of
depreciation and impairment losses, and adjusted Pro t &Loss. Initial direct costs such as legal costs,
for any remeasurement of lease liabilities. The cost of brokerage costs, etc. are recognized immediately in
right-of-use assets includes the present value of the statement of Pro t &Loss.
lease payments to be made over the lease term,
Assets given under a nance lease are recognized as
initial direct costs incurred, and lease payments
a receivable at an amount equal to the net
made at or before the commencement date less any
investment in the lease. Lease income is recognized
lease incentives received. Right-of-use assets are over the period of the lease so as to yield a constant
depreciated on a straight-line basis over the lease rate of return on the net investment in the lease.
agreement period of underlying assets. Initial direct costs relating to assets given on nance
If ownership of the leased asset transfers to the leases are charged to statement of Pro t & Loss.
company at the end of the lease term or the cost
(xvi) Foreign Currency Transactions and Exchange
re ects the exercise of a purchase option,
Differences
depreciation is calculated using the estimated
useful life of the asset. Transactions in currencies other than entity's functional
currency (spot rates) are recorded at the rates of
Lease Liabilities
exchange prevailing on the date of the transaction.
At the commencement date of the lease, the Monetary assets and liabilities denominated in foreign
Company recognises lease liabilities measured at currencies (other than derivative contracts) remaining
the present value of lease payments to be made over
105
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

unsettled at the end of the each reporting period are will be con rmed only by the occurrence or non-
premeasured at the rates of exchange prevailing at that occurrence of one or more uncertain future events
date. Exchange difference on monetary items are not wholly within the control of the Company; or is a
recognized in the statement of Pro t & Loss in the period present obligation that arises from past events but is
in which they arise. Non-monetary items carried at not recognized because either it is not probable that
historical cost are translated using exchange rates at the an out ow of resources embodying economic
dates of the initial transaction. bene ts will be required to settle the obligation, or a
(xvii) Provisions, Contingent Liabilities and Contingent reliable estimate of the amount of the obligation
Assets cannot be made. Contingent liabilities are disclosed
and not recognized. In the normal course of
a. Provisions & Warranties business, contingent liabilities may arise from
Provisions are recognized when the Company has a litigation and other claims against the Company.
present obligation (legal or constructive) as a result Guarantees are also provided in the normal course of
of past event, it is probable that the Company will be business. There are certain obligations which
required to settle the obligation, and a reliable management has concluded, based on all available
estimate can be made of the amount of the facts and circumstances, are no probable of
obligation. payment or are very difficult to quantify reliably, and
such obligations are treated as contingent liabilities
The amount recognized as a provision is the best and disclosed in the notes but are not re ected as
estimate of the consideration required to settle the liabilities in the standalone nancial statements.
present obligation at the end of the reporting Although there can be no assurance regarding the
period, tak ing into account the risks and nal outcome of the legal proceedings in which the
uncertainties surrounding the obligation. When a Company is involved, it is not expected that such
provision is measured using the cash ows contingencies will have a material effect on its
estimated to settle the present obligation, its nancial position or pro tability.
carrying amount is the present value of those cash
ows (when the effect of the time value of money is d. Contingent Assets
material). Contingent Assets are neither recognized nor
disclosed except when realization of income is
When some or all of the economic bene ts required
virtually certain.
to settle a provision are expected to be recovered
from a third party, a receivable is recognized as an (xviii) Cash & Cash Equivalents
asset if it is virtually certain that reimbursement will The Company considers all highly liquid nancial
be received and the amount of the receivable can be instruments, which are readily convertible into known
measured reliable. amount of cash that are subject to an insigni cant risk of
Provisions for the expected cost of warranty change in value and having original maturities of less
obligations under local sale of goods legislation are than three months or less from the date of purchase, to
recognize at the date of sale of the relevant products, be cash equivalents. Cash and cash equivalents consist
at the management's best estimate of the of balance with banks which are unrestricted for
expenditure -required to settle the Company's withdrawal and usage.
warranty obligation. (xix) Borrowing Cost
b. Onerous contracts Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which
An onerous contract is considered to exist where the
are assets that necessarily take a substantial period of
Company has a contrac t under which the
time to get ready for their intended use or sale, are
unavoidable costs of meeting the obligations under
added to the cost of those assets, until such time as the
the contract exceed the economic bene ts expected
assets are substantially ready for their intended use.
to be received from the contract. Present obligation
arising under onerous contracts are recognized and (xx) Segment Reporting
measured as provisions. a) Based on the organizational structures and its
Financial Reporting System, the Company has
c. Contingent liabilities
classi ed its operation into three business segments
Contingent liability is a possible obligation that namely Freight Car Division (FCD), Infra - Rail & Green
arises from past events and the existence of which Energy and Infra - Electrical.

106
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

b) Revenue and expenses have been identi ed to that taxable pro t will be available against which the
segments on the basis of their relationship to the deductible temporary differences and the carry
operating activities of the segment. Revenue and forward of unused tax credits and unused tax losses
expenses which are related to the enterprise as a can be utilised. The carrying amount of deferred
whole and are not allocable to segments on a income tax assets is reviewed at each reporting date
reasonable basis have been included under un- and reduced to the extent that it is no longer
allocable expenses. probable that sufficient taxable pro t will be
available to allow all or part of the deferred income
c) Capital Employed to each segment is classi ed on
tax asset to be utilized.
the basis of allocable assets minus allocable
liabilities identi able to each segment on Deferred tax assets and liabilities are measured using
reasonable basis. substantively enacted tax rates expected to apply to
taxable income in the years in which the temporary
(xxi) Taxation
differences are expected to be received or settled.
Income tax expense comprises current tax expense and
the net change in the deferred tax asset or liability Deferred tax assets include Minimum Alternative Tax
during the year. Current and deferred taxes are (MAT) paid in accordance with the tax laws in India,
recognized in statement of pro t and loss, except when which is likely to give future economic bene ts in the
they relate to items that are recognized in other form of availability of set off against future income
comprehensive income or directly in equity, in which tax liability. Accordingly, MAT is recognized as
case, the current and deferred tax are also recognized in deferred tax asset in the balance sheet when the
other comprehensive income or directly in equity, asset can be measured reliably and it is probable that
respectively. the future economic bene t associated with the
asset will be realized.
a. Current income taxes
(xxii) Government Grant
The current income tax expense includes income
taxes payable by the Company and its branches in The Company may receive government grants that
India and overseas. The current tax payable by the require compliance with certain conditions related to
Company in India is Indian income tax payable on the Company's operating activities or are provided to
worldwide income. Current income tax payable by the Company by way of nancial assistance on the basis
overseas branches of the Company is computed in of certain qualifying criteria. Government grants are
accordance with the tax laws applicable in the recognized when there is reasonable assurance that the
jurisdiction in which the respective branch operates. grant will be received, and the Company will comply
The taxes paid are generally available for set off with the conditions attached to the grant. Accordingly,
against the Indian income tax liability of the government grants:
Company's worldwide income. Advance taxes and (a) related to or used for assets are included in the
provisions for current income taxes are presented in Balance Sheet as deferred income and recognized as
the balance sheet after off-setting advance tax paid income over the useful life of the assets.
and income tax provision arising in the same tax
jurisdiction and where the relevant tax paying unit (b) related to incurring speci c expenditures are taken
intends to settle the asset and liability on a net basis. to the Statement of Pro t and Loss on the same basis
and in the same periods as the expenditures
b. Deferred income taxes incurred.
Deferred income tax is recognized using the balance (c) by way of nancial assistance on the basis of certain
sheet approach. Deferred income tax assets and qualifying criteria are recognized as they become
liabilities are recognized for deductible and taxable receivable. In the unlikely event that a grant
temporary differences arising between the tax base previously recognized is ultimately not received, it is
of assets and liabilities and their carrying amount, treated as a change in estimate and the amount
except when the deferred income tax arises from the cumulatively recognized is expensed in the
initial recognition of an asset or liability in a Statement of Pro t and Loss.
transaction that is not a business combination and
affects neither accounting nor taxable pro t or loss at (xxiii) Earnings Per Share
the time of the transaction. Deferred income tax Basic earnings per share are calculated by dividing the
assets are recognized to the extent that it is probable net pro t or loss for the period attributable to equity

107
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

shareholders by the weighted average number of equity cash ow from regular revenue generating, nancing
shares outstanding during the year. For the purpose of and investing activities of the Company are segregated.
calculating diluted earnings per share, the net pro t or
(xxv) Exceptional Item
loss for the year attributable to equity shareholders and
the weighted average number of shares outstanding When items of income and expenses within statement of
during the year are adjusted for the effects of all dilutive pro t and loss from ordinary activities are of as such size,
potential equity shares. nature and or incidence that their disclosure is relevant
to explain the performance of the enterprise for the
(xxiv) Cash Flow Statement
period, the nature and amount of such material items
Cash Flow is reported using the indirect method, are disclosed separately as exceptional items.
whereby pro t before tax is adjusted for the effects of
transactions of a non cash nature and any deferrals or (xxvi) Accounting for interests in Joint Ventures
accruals of past or future cash receipts or payments. The Interests in joint ventures are accounted as follows:

Type of joint venture Accounting treatment

Jointly controlled Company's share of revenues, common expenses, assets and liabilities are included in revenues, expenses,
operations assets and liabilities respectively on line by line basis.

Share of assets, according to nature of the assets, and share of the liabilities are shown as part of gross
Jointly controlled assets block and liabilities respectively. Share of expenses incurred on maintenance of the assets is accounted as
expense. Monetary bene ts, if any, from use of the assets are re ected as income.

Jointly controlled (a) Integrated joint ventures:

entities (i) Company's share in pro ts or losses of integrated joint ventures is accounted on determination of
the pro ts or losses by the joint ventures.
(ii) Investments in integrated joint ventures are carried at cost net of Company's share recognized in
pro ts or losses.
(b) Incorporated jointly controlled entities:
(i) Income on investments in incorporated jointly controlled entities is recognized when the right to
receive the same is established.
(ii) Investment in such joint ventures is carried at cost after providing for any diminution in value of
investment which is other than temporary in nature.

(xxvii)Standards noti ed but not yet effective.

There are no new standards that are noti ed, but not yet effective, up to the date of issuance of the Company's nancial
statements.

(xxviii) A new and amended standards

The Ministry of Corporate Affairs (MCA) has noti ed Companies (Indian Accounting Standards) Rules, 2024 to amend the
following Ind AS which are effective for annual periods beginning on or after April 1, 2024.
The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(i) Ind AS 117 Insurance Contracts
The Ministry of Corporate Affairs (MCA) noti ed the Ind AS 117, Insurance Contracts, vide noti cation dated 12 August 2024,
under the Companies (Indian Accounting Standards) Amendment Rules, 2024
(ii) Amendments to Ind AS 116 Leases – Lease Liability in a Sale and Leaseback
The MCA noti ed the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS
116, Leases, with respect to Lease Liability in a Sale and Leaseback
The above amendments do not have any impact on the Company's standalone nancial statements.

108
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note1.01 Property, Plant and Equipment
Gross Block Depreciation Net Block
Description of Assets As at Additions Sales / As at As at During Sales / As at As at
01.04.2024 during the year Adjustments 31.03.2025 01.04.2024 the year Adjustments 31.03.2025 31.03.2025
Property, Plant &
Equipment:
Land 1,487.67 152.25 - 1,639.92 9.95 - - 9.95 1,629.97
Buildings 14,194.91 1,736.68 2.10 15,929.49 2,595.97 408.28 0.74 3,003.51 12,925.98
Roads 196.49 - - 196.49 155.56 7.84 - 163.40 33.09
Railway Sidings 417.83 49.50 - 467.33 106.03 24.40 - 130.43 336.90
Plant & Machinery 38,924.72 5,459.63 70.80 44,313.55 17,365.68 2,433.98 63.97 19,735.69 24,577.86
Electrical Machinery 910.09 53.34 1.18 962.25 432.84 65.09 5.24 492.69 469.56
Office Equipments 708.11 120.83 1.49 827.45 555.26 69.72 1.42 623.56 203.89
Furniture & Fittings 793.76 47.89 5.23 836.42 454.34 60.98 5.22 510.10 326.32
Vehicles 1,119.76 283.31 44.87 1,358.20 369.72 155.84 42.64 482.92 875.28
Total 58,753.34 7,903.43 125.67 66,531.10 22,045.35 3,226.13 119.23 25,152.25 41,378.85
Note: 1.02
a) Right to Use 517.32 830.94 269.09 1,079.17 72.57 100.99 - 173.56 905.61
b) Capital Work in Progress
(CWIP) 2,124.17 8,880.76 7,975.68 3,029.25 - - - - 3,029.25
c) Investment Property 3,638.16 - - 3,638.16 923.86 89.97 - 1,013.83 2,624.33
Total 6,279.65 9,711.70 8,244.77 7,746.58 996.43 190.96 - 1,187.39 6,559.19
Note: 1.03
Intangible Assets:
Software 559.34 - - 559.34 530.57 16.44 - 547.01 12.33
Note: 1.03a
Intangible Assets under
development - 39.28 - 39.28 - - - - 39.28
Total 559.34 39.28 - 598.62 530.57 16.44 - 547.01 51.61
Grand Total 65,592.33 17,654.41 8,370.44 74,876.30 23,572.35 3,433.53 119.23 26,886.65 47,989.65

Previous Year
Gross Block Depreciation Net Block
Description of Assets As at Additions Sales / As at As at During Sales / As at As at
01.04.2023 during the year Adjustments 31.03.2024 01.04.2023 the year Adjustments 31.03.2024 31.03.2024
Property, Plant &
Equipment:
Land 1,358.17 129.50 - 1,487.67 9.95 - - 9.95 1,477.72
Buildings 12,332.36 1,862.55 - 14,194.91 2,222.48 373.49 - 2,595.97 11,598.94
Roads 196.49 - - 196.49 143.56 12.00 - 155.56 40.93
Railway Sidings 329.40 88.43 - 417.83 85.11 20.92 - 106.03 311.80
Plant & Machinery 35,439.77 3,649.20 164.25 38,924.72 14,894.77 2,617.44 146.53 17,365.68 21,559.04
Electrical Machinery 737.34 172.75 - 910.09 373.96 58.88 - 432.84 477.25
Office Equipments 922.15 74.91 288.95 708.11 749.25 92.91 286.90 555.26 152.85
Furniture & Fittings 645.85 158.49 10.58 793.76 407.38 53.48 6.52 454.34 339.42
Vehicles 964.02 307.26 151.52 1,119.76 369.50 134.58 134.36 369.72 750.04
Total 52,925.55 6,443.09 615.30 58,753.34 19,255.96 3,363.70 574.31 22,045.35 36,707.99
Note: 1.02
a) Right to Use 224.64 292.68 - 517.32 29.79 42.78 - 72.57 444.75
b) Capital Work in Progress
(CWIP) 928.45 3,065.40 1,869.68 2,124.17 - - - - 2,124.17
c) Investment Property 3,638.16 - - 3,638.16 834.05 89.81 - 923.86 2,714.30
Total 4,991.25 3,358.08 1,869.68 6,279.65 863.84 132.59 - 996.43 5,283.22
Note: 1.03
Intangible Assets:
Software 554.33 5.01 - 559.34 508.13 22.44 - 530.57 28.77
Note: 1.03a
Intangible Assets under
development - - - - - - - - -
Total 554.33 5.01 - 559.34 508.13 22.44 - 530.57 28.77
Grand Total 58,271.13 9,806.18 2,484.98 65,592.33 20,627.93 3,518.73 574.31 23,572.35 42,019.98

109
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Ageing of Capital-Work-in Progress (CWIP)
Particulars As at 31st March 2025 As at 31st March 2024
Less than More than Less than More than
1 year 1-2 years 2-3 years 3 years Total 1 year 1-2 years 2-3 years 3 years Total
Projects in progress 1,750.21 513.44 46.12 143.81 2,453.58 1,934.24 34.55 11.57 143.81 2,124.17
Project temporarily suspended 575.67 - - - 575.67 - - - - -
Total 2,325.88 513.44 46.12 143.81 3,029.25 1,934.24 34.55 11.57 143.81 2,124.17

Ageing of Intangible Assets under development

Particulars As at 31st March 2025 As at 31st March 2024
Less than More than Less than More than
1 year 1-2 years 2-3 years 3 years Total 1 year 1-2 years 2-3 years 3 years Total
Projects in progress 39.28 - - - 39.28 - - - - -
Total 39.28 - - - 39.28 - - - - -

Title deeds of Immovable Property not held in name of the Company

Year Reason for not

Description of item of Gross Year in
Particulars Title deeds held in the Title Deed since being held in the
property carrying Service name of Holder Property name of the
value (`)
held company
Land
Textile Machinery
Belgharia & Since Corporation Ltd. Promoter Held in the name
456.92 1944
Agarpara 1944 Texmaco Ltd. now of Pre-demerged
known as Texmaco entity.
Infrastructure & Holdings
Ltd.
Texmaco Ltd. now Promoter 1999 & Held in the name
Sodepur 1999 known as Texmaco
56.16 2000 of Pre-demerged
Infrastructure & Holdings
entity.
Ltd.

Property, Plant Texmaco Ltd., now Held in the name

Panihati 835.13 2006 known as Texmaco
& Equipment Promoter 2006 of Pre-demerged
Infrastructure & Holdings entity.
Ltd.
Building
14.86 2000 Texmaco Ltd., now Promoter 2000 Held in the name
Flat no. 6A,Mandeville known as Texmaco of Pre-demerged
court, 1-D, Mandeville Infrastructure & Holdings entity
Garden, Kolkata- Ltd.
700019. Area - 1333
Sq. Ft.
Flat at 1st Floor,1/115, 14.59 2007 Texmaco Ltd., now Promoter 2007 Held in the name
Gariahat Road, Kolkata- known as Texmaco of Pre-demerged
700068 Infrastructure & Holdings entity
Area -1318 Sq Ft Ltd.

35.32 2020 Texmaco Ltd., now Promoter 2020 Held in the name
Investment Land
known as Texmaco of Pre-demerged
Property Sodepur Infrastructure & Holdings entity.
Ltd.

110
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.04 Non-Current Investments
Particulars As at As at
31.03.2025 31.03.2024
OTHER THAN TRADE INVESTMENTS
Fully paid-up
Investments in Equity Instruments (Quoted) (at Fair Value)
Texmaco Infrastructure & Holdings Limited 495.42 189.62
4,83,899 (2024: 1,99,809) Shares of ` 1 each
Chambal Fertilisers & Chemicals Limited 60.38 33.01
9,653 (2024: 9,653) Shares of ` 10 each
Investments in Equity Instruments (Unquoted)
AMP Energy C&I Nine Private Limited (at Cost) 380.00 -
38,00,000 (2024: Nil) Shares of `10 each
Texmaco Defence Systems Private Limited (at Fair Value) - -
19,000 (2024: Nil) Shares of ` 10 each
Investments in Equity Instruments of Subsidiary Company (Unquoted) (at Cost)
Belgharia Engineering Udyog Private Limited 1.00 1.00
10,000 (2024: 10,000) Shares of ` 10 each
Texmaco Nymwag Rail & Components Private Limited 10.00 10.00
(Formerly Known as Belur Engineering Private Limited)
1,00,000 (2024: 1,00,000) Shares of `10 each
Texmaco West Rail Limited 46,435.65 -
(Formerly Known as Jindal Rail Infrastructure Limited)
6,97,19,785 (2024: Nil) Shares of `10 each
Saira Asia Interiors Private Limited 900.00 -
1,85,63,541 (2024: Nil) Shares of ` 10 each
Texmaco Middle East DMCC 11.91 -
50 (2024: Nil) Shares of AED 1000 each
Texmaco Transtrak Private Limited 0.84 0.51
8,367 (2024: 5,101) Shares of ` 10 each
Texmaco Rail Systems Private Limited 4.08 2.04
40,800 (2024: 20,400) Shares of ` 10 each
Texmaco Rail Electri cation Limited 4.00 2.00
40,000 (2024: 20,000) Shares of ` 10 each
Panihati Engineering Udyog Private Limited
(Formerly known as Texmaco Engineering Udyog Private Limited 3.00 1.00
30,000 (2024: 10,000) Shares of ` 10 each
Investment in Equity Instruments of Associate (Unquoted)(At Cost)
Texmaco Defence Systems Private Limited - 4.10
Nil (2024: 41,000) Shares of ` 10 each
Investments in Equity Instruments of Joint Ventures (Unquoted)(At Cost)
Touax Texmaco Railcar Leasing Private Limited 1,264.99 1,264.99
1,26,49,999 (2024: 1,26,49,999) Shares of ` 10 each
Wabtec Texmaco Rail Private Limited 328.17 328.17
32,81,700 (2024:32,81,700) Shares of ` 10 each
Investment in CCD of Joint Ventures (Unquoted)(At Cost)
Touax Texmaco Railcar Leasing Private Limited 10,494.10 9,894.10
1,04,94,100 (2024: 98,94,100) CCD of ` 100 each
Investment in Preference Instruments of Subsidiary company (Unquoted)(At Cost)
Texmaco West Rail Limited (11% non-cumulative redeemable preference shares of `100 each) 15,000.00 -
(Formerly known as Jindal Rail Infrastructure Limited)
1,50,00,000 (31.03.24: Nil) Shares of `100 each
TOTAL NON CURRENT INVESTMENTS 75,393.54 11,730.54
i) Aggregate amount of quoted investments 555.80 222.63
ii) Market Value of quoted investments 555.80 222.63
iii) Aggregate amount of unquoted investments 74,837.74 11,507.91
Note: Texmaco Defence Systems Private Limited has been revalued at a nominal value of `1 considering its negative net worth.

(i) During the year, Texmaco Rail & Engineering Limited acquired 51% shares of Saira Asia Interiors Private Limited for a consideration of ` 900 lakhs. The Company is
engaged in the manufacturing of Interiors for Metro and Rail and has manufacturing plant in Gujarat, India. The control of the Company has been transferred to the
Texmaco Rail & Engineering Limited on execution of share purchase agreement w.e.f 4th June 2024 and the acquisition has been accounted as per Ind AS 103.
(ii) During the year, Texmaco Rail & Engineering Limited acquired 100% shares of Texmaco West Rail Limited for a consideration of ` 61,435.65 lakhs. The Company is
engaged in the manufacturing and assembly of Railway Wagons and has manufacturing plant in Gujarat, India. The control of the Company has been transferred to
the Texmaco Rail & Engineering Limited on execution of share purchase agreement w.e.f 1st April 2024 and the acquisition has been accounted as per Ind AS 103.

111
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.05 Bank Balance (Non-Current)
Particulars As at As at
31.03.2025 31.03.2024
Margin Money 1,157.91 4,288.00

Note 1.06 Other Non-Current Financial Assets

Particulars As at As at
31.03.2025 31.03.2024
(a) Security Deposits 509.50 362.99
(b) Term Deposit of more Than Twelve Months Maturity 262.27 222.63
(c) Interest Accured on Deposits & Others 73.13 210.79
Total 844.90 796.41

Note 1.07 Deferred Tax Assets / Liabilities (Net)

The major components of the Deferred Tax Assets / (Liabilities) based on the tax effects of timing differences are as follows:

Particulars As at As at
31.03.2025 31.03.2024
Deferred Tax Assets
(a) Carried Forward Losses - 10.25
(b) Provisions & others 1,992.83 1,173.55
(c) MAT Credit 3,042.04 6,434.32
(d) Compensated absences 219.91 203.72
(e) Gratuity 177.40 118.11
Total Deferred Tax Assets 5,432.18 7,939.95
Deferred Tax Liabilities
(a) Property, Plant and equipment (5,715.20) (4,712.38)
(b) Fair Valuation Through Pro t and Loss (74.50) (50.11)
(c) Compensatation from Statutory Authority (965.50) (971.09)
Total Deferred Tax Liabilities (6,755.20) (5,733.58)
Net Deferred Tax Assets / (Liabilities) (1,323.02) 2,206.37

Note 1.08 Other Non-Current Asset

Particulars As at As at
31.03.2025 31.03.2024
(a) Capital Advances 772.19 1,288.13
(b) Prepaid Expenses 413.77 601.79
Total 1,185.96 1,889.92

Note 1.09 Inventories

Particulars As at As at
31.03.2025 31.03.2024
(a) Raw Material and Components 34,381.80 33,746.35
(b) Work in Progress 24,386.73 28,331.83
(c) Finished Goods 568.66 3,789.11
(d) Stores and Spares 3,089.33 2,198.85
(e) Goods in transit (Raw Materials and Component) 2,775.93 4,298.51
Total 65,202.45 72,364.65
Inventories are secured against rst charge on working capital facility.

112
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.10 Current Investments
Particulars As at As at
31.03.2025 31.03.2024
Investments in Perpetual Bonds (Unquoted) at Fair Value
Punjab National [Link] 8.50 LOA - 4,698.59
Nil (2024: 47 Nos.) of `1 Crore each
Punjab National Bank-Sr. XIX 8.59 - 2,503.75
Nil (2024: 25 Nos.) of `1 Crore each
Punjab National Bank-Sr. XV 8.75 - 7,543.50
NIL (2024: 75 Nos.) of `1 Crore each
Punjab National Bank-Sr. XV 8.75 - 4,123.78
NIL. (2024: 41 Nos.) of `1 Crore each
Punjab National Bank-Sr. XVIII 8.75 - 905.22
NIL (2024: 9 Nos.) of `1 Crore each
Investments in Mutual Funds (Unquoted) (at Fair Value)
Aditya Birla Sunlife Savings Fund-Regular Plan-Growth 8,238.75 -
15,34,167 (2024: Nil) Units of `100 each
Axis Treasury Advantage Fund Growth 20.47 18.94
645 (2024: 645) Units of ` 1000 each
Nippon India Money Market Fund-Growth Plan-Growth Option - 4,124.64
NIL (2024: 1,09,140) Units of ` 1000 each
SBI Liquid Fund Regular-Growth - 5,119.29
NIL (2024: 1,36,672) Units of ` 1000 each
TOTAL CURRENT INVESTMENTS 8,259.22 29,037.71
i) Aggregate amount of quoted investments - -
ii) Market Value of quoted investments - -
iii) Aggregate amount of unquoted investments 8,259.22 29,037.71

Note 1.11 Trade Receivables

Particulars As at As at
31.03.2025 31.03.2024
(a) Secured, Considered Good - -
(b) Unsecured, Considered Good 1,14,590.97 88,247.54
(c) Unsecured, Credit Impaired 1,832.31 173.81
1,16,423.28 88,421.35
Allowance for bad and doubtful debts (1,832.31) (173.81)
Total 1,14,590.97 88,247.54
(i) The above includes `19,236.46 Lakhs as retention money (2024: `12,908.58 Lakhs) which are recoverable on completion of the project as per the relevant
contract.
(ii) Trade Receivable are secured against rst charge on working capital facility
(iii) The company provide allowance in trade receivables based on historic credit loss experience, current economic conditions and events and future observable
data and information. The expected credit loss allowance is computed based on the ageing of the receivable.

Ageing of Trade Receivable As at 31st March, 2025

Outstanding for following periods from due date of payment#
Particulars Not Due Less than 6 6 months - 1-2 years 2-3 years More than 3 Total
months 1 year years
Undisputed Trade Receivable
(i) Undisputed Trade receivables –
considered good 15,767.74 74,195.29 5,900.48 5,060.19 8,024.39 5,642.88 1,14,590.97
(ii) Undisputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables –
credit impaired - - - - - 1,832.31 1,832.31
Disputed Trade Receivable - - - - - - -
(i) Disputed Trade receivables –
considered good - - - - - - -
(ii) Disputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Disputed Trade Receivables –
credit impaired - - - - - - -
Total Debtors 15,767.74 74,195.29 5,900.48 5,060.19 8,024.39 7,475.19 1,16,423.28
Less: Allowance for bad and doubtful debts - - - - - (1,832.31) (1,832.31)
Net Debtors 15,767.74 74,195.29 5,900.48 5,060.19 8,024.39 5,642.88 1,14,590.97

113
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Ageing of Trade Receivable As at 31st March, 2024
Outstanding for following periods from due date of payment#
Particulars Not Due Less than 6 6 months - 1-2 years 2-3 years More than 3 Total
months 1 year years
Undisputed Trade Receivable
(i) Undisputed Trade receivables –
considered good 12,908.58 53,947.91 4,501.14 5,619.89 3,929.99 7,340.03 88,247.54
(ii) Undisputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables –
credit impaired - - - - - 173.81 173.81
Disputed Trade Receivable - - - - - - -
(i) Disputed Trade receivables –
considered good - - - - - - -
(ii) Disputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Disputed Trade Receivables –
credit impaired - - - - - - -
Total Debtors 12,908.58 53,947.91 4,501.14 5,619.89 3,929.99 7,513.84 88,421.35
Less: Allowance for bad and doubtful debts - - - - - (173.81) (173.81)
Net Debtors 12,908.58 53,947.91 4,501.14 5,619.89 3,929.99 7,340.03 88,247.54
*Ageing has been considered from the date of invoice

Note 1.12 Cash and Cash Equivalents

Particulars As at As at
31.03.2025 31.03.2024
Balances with banks
(a) In current accounts 3,485.63 2,633.64
(b) Cash in hand 41.54 55.98
Total 3,527.17 2,689.62
Cash and cash equivalents include Cash on Hand & Cash at Bank

Note 1.13 Bank balances other than above

Particulars As at As at
31.03.2025 31.03.2024
(a) Unpaid Dividend Account 15.25 15.69
(b) Term Deposit of upto Twelve Months Maturity 501.40 1,001.90
(c) Margin Money / Escrow A/c 14,709.61 37,035.57
Total 15,226.26 38,053.16
Represents deposit with original maturity of more than 3 months having remaining maturity of less than 12 months from the Balance
Sheet Date.

Note 1.14 Loans (Current)

Particulars As at As at
31.03.2025 31.03.2024
I Unsecured, Considered Good
(a) Loan to Subsidiaries & Associates 567.04 3,366.21
(b) Advance to Employees 105.99 240.12
(c) Loan to Body Corporates 311.53 -
984.56 3,606.33
II Unsecured, Credit Impaired
Loan to Body Corporates 275.00 275.00
Less: Allowance for Loan to Body Corporate (275.00) (275.00)
- -
Total 984.56 3,606.33
114
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.14a Financial Assets - Others
Particulars As at As at
31.03.2025 31.03.2024
(a) Interest accrued on Loans 1,991.16 1,823.43
(b) Accrued Interest - Bond - 941.43
Total 1,991.16 2,764.86

Note 1.15 Current Tax Assets (Net)

Particulars As at As at
31.03.2025 31.03.2024
Advance Payment of Income Tax (Net of Provision) 644.91 1,789.57
Total 644.91 1,789.57

Note 1.16 Other Current Assets

Particulars As at As at
31.03.2025 31.03.2024

(a) Security Deposits 3,329.13 2,441.94

(b) Advance to Subsidiaries 133.20 46.80
(c) Advance to Parties 10,058.40 9,277.55
(d) Other Advances 3,215.96 2,230.60
(e) Prepaid Expenses 1,125.46 981.05
(f ) Balances with Government Department 12,481.82 21,955.67
(g) Contractually Reimbursable Expenses 1,908.83 1,908.83
(h) Unbilled Debtors 67,889.43 70,891.51
(i) Other Receivable 2,709.12 2,779.53
Total 1,02,851.35 1,12,513.48

Note 1.17 Equity Share Capital

Particulars As at As at
31.03.2025 31.03.2024
Authorised Share Capital
1,97,00,00,000 Equity shares at par value of ` 1/- each 19,700.00 19,700.00
(As at 31st March 2024: 1,97,00,00,000 equity share of `1/- each)
Total 19,700.00 19,700.00
Issued, Subscribed and paid up capital 3,994.67 3,994.67
39,94,67,302 Equity Share of ` 1/- each
(As at 31st March 2024: 39,94,67,302 equity share of ` 1/- each)
Total 3,994.67 3,994.67

(i) The Company has only one class of shares referred to as equity shares having a par value of ` 1 each holder of equity shares is
entitled to one vote per share.
(ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the
company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will
be in proportion to the number of equity shares held by the shareholders.
(iii) Reconciliation of numbers of Issued, Subscribed and Paid-up Capital

115
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Particulars As at As at
31.03.2025 31.03.2024
No. of Shares No . of Shares
Number of Shares at the beginning of the year 39,94,67,302 32,18,69,895
Add: Allotment under QIP allotment - 7,42,19,032
Add: Allotment under Preferential allotment - 33,78,375
Number of Shares at the end of the year 39,94,67,302 39,94,67,302

(iv) After the reporting date, dividend of `0.75 (2024: `0.50) per equity share were proposed by the Board of Directors subject to the
approval of the shareholders at the Annual General Meeting, the dividend has not been recognised as Liabilities.

(v) The name of Shareholders holding more than 5% Equity shares

Name of Shareholders As at As at
31.03.2025 31.03.2024
No. of Shares % Holding No. of Shares % Holding
Texmaco Infrastructure & Holdings Ltd. 5,90,00,025 14.77 5,85,00,000 14.64
Zuari International Ltd. 6,37,68,926 15.96 6,37,68,926 15.96
Saroj Kumar Poddar* 2,83,77,042 7.10 2,83,77,042 7.10
Adventz Finance Private Limited 2,77,79,649 6.95 2,77,79,649 6.95

*The shares held by Shri Saroj Kumar Poddar includes his holding as Karta of HUF and trustee of Saroj and Jyoti Poddar Holdings Pvt. Ltd.

(vi) Details of shareholdings by Promoter / Promoter Group

Promoter / Promoter Group Name As At 31.03.2025 As At 31.03.2024 % Change
During The
No. of Shares % Holding No. of Shares % Holding
Year*
1 Saroj Kumar Poddar (as a Karta) 10,710 - 10,710 - -
2 Saroj Kumar Poddar (as a Trustee -
Saroj And Jyoti Poddar Holdings Pvt. Trust) 37,92,857 0.95 37,92,857 0.95 -
3 Shradha Agarwala 20,693 0.01 20,693 0.01 -
4 Jyotsna Poddar (as an Individual) 1,04,032 0.03 1,04,032 0.03 -
5 Saroj Kumar Poddar (as an Individual) 2,45,73,475 6.15 2,45,73,475 6.15 -
6 Anisha Berlia 46,574 0.01 46,574 0.01 -
7 Aashti Agarwala 20,693 0.01 20,693 0.01 -
8 Eureka Traders Pvt. Ltd. 530 - 530 - -
9 Indrakshi Trading Company Pvt. Ltd. 30,000 0.01 30,000 0.01 -
10 Master Exchange & Finance Ltd. 15,760 - 15,760 - -
11 Premium Exchange & Finance Ltd. 1,88,090 0.05 1,88,090 0.05 -
12 Zuari International Ltd. 6,37,68,926 15.96 6,37,68,926 15.96 -
13 Zuari Industries Ltd. 7,65,988 0.19 7,65,988 0.19 -
14 Jeewan Jyoti Medical Society 1,60,500 0.04 1,60,500 0.04 -
15 Adventz Finance Pvt. Ltd. 2,77,79,649 6.95 2,77,79,649 6.95 -
16 Duke Commerce Ltd. 75,14,000 1.88 75,14,000 1.88 -
17 Greenland Trading Pvt. Ltd. 35,000 0.01 35,000 0.01 -
18 Texmaco Infrastructure & Holdings Ltd. 5,90,00,025 14.77 5,85,00,000 14.64 0.13
19 Abhisekh Holdings Pvt. Ltd. 280 - 280 - -
20 Adventz Securities Enterprises Ltd. 38,09,140 0.95 38,09,140 0.95 -
21 New Eros Tradecom Ltd. 7,38,800 0.18 7,38,800 0.18 -
22 Akshay Poddar 2,64,820 0.07 2,64,820 0.07 -
23 Puja Poddar 1,60,000 0.04 1,60,000 0.04 -
Total 19,28,00,542 48.26 19,23,00,517 48.13 0.13

* % Change during the year has been computed on the basis of the number of shares at the beginning of the year
116
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.18 Other Equity
Particulars As at As at
31.03.2025 31.03.2024
No . of Shares No . of Shares
(i) Capital Reserve
Balance as per last Account 1,626.60 1,626.60
1,626.60 1,626.60
(ii) Securities Premium
Balance as per last Account 1,65,311.88 62,977.60
Add: Issue of Equity Share Under Preferential/QIP allotment - 1,04,122.67
Less: Adjustment for Issue Expenses (313.47) (1,788.39)
1,64,998.41 1,65,311.88
(iii) General Reserve
Balance as at the beginning of the year 49,205.30 49,005.30
Add: Transferred from Retained Earnings 200.00 200.00
49,405.30 49,205.30

(iv) Reserves Representing Unrealised Gains/Losses

(a) Equity Instruments through Other Comprehensive Income
Balance as at the beginning of the year 155.17 57.30
Addition during the year 0.15 99.27
Less: Realised Pro t on Sale of Equity Shares Transferred to Retained Earnings - (1.40)
155.32 155.17
(b) Remeasurements of the net de ned bene t Plans
Balance as at the beginning of the year - -
Addition during the year (35.38) 5.97
Less : Transferred to Retained Earnings 35.38 (5.97)
- -

(v) Exchange differences on translating the Financial Statements of

a Foreign Operation
Balance as at the beginning of the year 183.19 158.67
Addition during the year 7.37 24.52
190.56 183.19

(vi) Retained Earnings

Surplus at the beginning of the year 28,082.62 17,489.05
Add : Pro t for the year 17,213.26 11,269.01
Add : Transferred from Remeasurements of the net de ned bene t Plans (35.38) 5.97
Add: Realised Pro t on Sale of Equity Shares Transferred from
Equity Instrument Through Other Comprehensive Income - 1.40
Less : Transferred to General Reserve (200.00) (200.00)
Less: Dividend on Equity Shares (1,997.34) (482.81)
43,063.16 28,082.62

(vii) Money Received Against Share Warrants

Balance as at the beginning of the year - -
Add: Money received during the year 3,750.00 -
3,750.00 -
Total 2,63,189.35 2,44,564.76

117
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.18 Other Equity (Contd.)
(i) Capital Reserves: The Company recognises pro t or loss on purchase, sale, issue or cancellation of the Company's own equity instruments to
Capital Reserve.
(ii) Security Premium: Security Premium represents to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act 2013
(iii) General Reserve: The General Reserve is used from time to time to transfer pro t from Retained Earnings for appropriation purpose. As the
General Reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items
includes in the General Reserve will not be reclassi es subsequently to Pro t & Loss.
(iv) Reserve for Equity Instrument through Other Comprehensive Income (OCI): This reserve represents the cumulative gain or loss arising
on net revaluation of equity instruments measured at fair value through OCI, net of amounts reclassi ed to the Retained Earnings when those
assets have been disposed off.
(v) Foreign currency monetary items translation difference reserve: Exchange differences arising on settlement and remeasurement of
long term foreign currency monetary items are accumulated in "Foreign Currency Monetary items Translation Difference Account" and
amortised over the maturity period or up to the date of settlement of such monetary items, whichever is earlier, and charged to the
Statement of Pro t and Loss.
(vi) Retained Earnings: Retained Earnings refers to the portion of net income which is retained by the corporation to be reinvested in its core
business. Similarly if the Company has a loss then that loss is retained and called retained losses or accumulated losses. Retained Earnings and
Losses are cumulative from year to year with losses off setting earnings.
(viI) Money Received Against Share Warrants: This represents the amount received by the Company toward share warrants, which entitle the
holder to apply for equity shares at a future date at a predetermined price. Until conversion, the amount is shown separately under other
equity. Upon exercise, it will be transferred to share capital and securities premium respectively.
Note 1.19 Financial Liabilities - Non Current
Particulars As at As at
31.03.2025 31.03.2024
Borrowings (Non-Current)
Secured
From banks
(a) Term Loan 32,894.34 24,147.39
(b) Car Loan 9.24 24.23
Total 32,903.58 24,171.62
i) Term Loan from Banks are secured against the Property, Plant and Equipments created from such Loan, remaining Term Loan from Banks are
repayable as per the timeline mentioned in sanction letter.
ii) Term Loans includes loan of ` 2,558.99 Lakhs secured primarily by an exclusive charge over rent receivables from the lessee and has collateral
security by way of an exclusive charge over immovable property against which the rent is receivable.
iii) Corporate Loan from Bank is secured by the way of rst Pari-Passu on stock, book debts, other current assets (both present and future) and
land and buildings of Agarpara and Belgharia along with second charge on the movable xed assets of that particular division.
iv) Certain vehicles are acquired through Auto Loan facility and such vehicles are exclusively hypothecated in favour of respective lenders,
repayable in monthly equated installments till July 2027.

Note 1.19a Lease Liabilities (Non Current)

Particulars As at As at
31.03.2025 31.03.2024
Lease Liabilities 73.71 100.65
Refer to Note No. 1.44 of Financial Statements

Note 1.20 Provisions (Non Current)

Particulars As at As at
31.03.2025 31.03.2024
(a) Provision for Leave 446.99 405.12
(b) Provision for Gratuity 467.64 308.72
(c) For Warranty and others 183.99 183.99
Total 1,098.62 897.83
The Company accounts for leave and gratuity based on Actuarial Valuation

118
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.21 Other Non Current Liabilities

Particulars As at As at
31.03.2025 31.03.2024

Advances from Customers 4,106.70 6,806.49

Advance Rent 178.37 199.31
Total 4,285.07 7,005.80

Note 1.22 Borrowings (Current)

Particulars As at As at
31.03.2025 31.03.2024

Secured
(a) From Banks
Cash Credit 44,697.61 31,606.06

(b) Current maturities of long-term debt

Term Loan 8,764.79 7,160.11
Car Loan 10.11 33.98
Total 53,472.51 38,800.15

(i) Cash Credit facilities of respective divisions are secured by hypothecation of Pari- Passu rst charge on stock, book debts and other
current assets of that particular division (both present and future).
(ii) Cash Credit facility for Infra - Rail & Green Energy Division (Kalindee) & Infra - Electrical Division is further secured by rst Pari-Passu
charge on the movable xed assets of their respective division (both present and future).
(iii) Cash Credit facility for Infra - Rail & Green Energy (Kalindee) Division are further secured by way of rst Pari-Passu charge on xed
deposit of `14.49 Crores along with ats at Jaipur & Gurgaon to the working capital consortium lenders.
(iv) Cash Credit Facility of Freight Car Division (Kolkata) & Infra - Rail and Green Energy Division (HME) are secured by Pari-Passu on land
and buildings of Agarpara and Belgharia along with second charge on the movable xed assets of this division.

Note 1.22a Lease Liabilities (Current)

Particulars As at As at
31.03.2025 31.03.2024

Lease Liabilities 687.28 37.26

Refer to Note No. 1.44 of Financial Statements

119
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

1.23 Trade Payables

Particulars As at As at
31.03.2025 31.03.2024

Trade payables
Dues to Micro Enterprise and Small Enterprises - -
Dues of Creditors other than Micro Enterprise and Small Enterprises 58,217.78 67,550.54
Total 58,217.78 67,550.54
Information in terms of Section 22 of the Micro, Small and Medium Enterprise
Development Act, 2006 is as follows
Disclosure required under the Micro, Small and Medium Enterprises
Development Act, 2006 (the Act) are give as follows:
(a) Principal amount due Unpaid matured deposits and interest accrued thereon - -
(b) Interest paid during the period beyond the appointed day - -
(c) Amount of interest due and payable for the period of delay in making payment - -
without adding the interest speci ed under the Act
(d) Amount of interest accrued and remaining unpaid at the end of the period - -
(e) Amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above actually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the Act
There are no material dues owned by the Company to Micro and Small Enterprises, which are outstanding for more than 45 days during
the year and as at 31st March, 2025 and 31st March, 2024. This information as required under the Micro, Small and Medium Enterprises
Development Act 2006 has been determined to the extent such parties have been identi ed on the basis of information available with the
Company and has been relied upon by the Auditors.

Ageing of Trade Payable# As at 31st March, 2025

Particulars Less than 1-2 2-3 More than Total
1 year years years 3 years
(i) MSME - - - - -
(ii) Other Creditors 52,766.82 1,560.95 1,043.91 2,846.10 58,217.78
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others
- - - - -

Ageing of Trade Payable# As at 31st March, 2024

Particulars Less than 1-2 2-3 More than Total
1 year years years 3 years
(i) MSME - - - - -
(ii) Other Creditors 61,318.70 2,978.70 1,281.40 1,971.74 67,550.54
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
#
Ageing has been considered from the date of invoice

120
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.24 Other Financial Liabilities
Particulars As at As at
31.03.2025 31.03.2024

(a) Interest accrued but not due on borrowings 44.17 -

(b) Unclaimed / Unpaid dividends 15.25 15.69
(c) Others
Liabilities for Expenses 1,433.38 1,477.55
Amount Due to Employees 864.96 663.30
Other Misc. Payables 317.62 301.54
Creditors for Capital Advance 4.56 4.63
Total 2,679.94 2,462.71
There is no amount due and outstanding to be credited to the Investor Education and Protection Fund against unpaid dividend as at
31st March, 2025

Note 1.25 Other Current Liabilities

Particulars As at As at
31.03.2025 31.03.2024

(a) Advances from Customers 5,195.96 15,981.30

(b) TDS and other taxes payable 699.75 521.50
(c) PF, ESI amount Payable 129.19 131.21
(d) Security Deposits 4,080.06 3,391.76
(e) Other Liabilities 1,699.98 1,702.05
Total 11,804.94 21,727.82

Note 1.26 Provisions (Current)

Particulars As at As at
31.03.2025 31.03.2024

(a) Provision for Gratuity 40.04 29.07

(b) Provision for Leave 182.31 177.91
(c) Provision for Contract Loss Provision 1,143.99 336.33
(d) Provision for Expenses 4,753.20 2,141.02
Total 6,119.54 2,684.33
The Company accounts for leave and gratuity based on Actuarial Valuation

Note 1.27 Revenue from Operations

Particulars Year Ended Year Ended
31.03.2025 31.03.2024

(a) Sale of Products 3,46,086.33 2,82,530.19

(b) Sale of Services 74,702.93 66,334.49
(c) Other Operating Revenues 2,608.69 1,422.33
Total 4,23,397.95 3,50,287.01

121
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.28 Other Income

Particulars Year Ended Year Ended

31.03.2025 31.03.2024

(a) Interest Income

From Bank 853.76 826.78
From Others 1,987.05 2,576.37
(b) Dividend Income
Income from Non-Current Investments 2,551.54 99.47
(c) Other Non-Operating Income
Net gain on Sale of Current Investments 783.47 170.30
Compensation Against Old Refugee Settlement Area - 3,000.00
Miscellaneous Receipts and Income 1,367.46 425.18
Sundry Credit Balance Adjusted 56.66 59.79
Pro t on sale of PPE (Net) 121.00 19.71
Rent Received 1,202.71 1,041.95
Provision & Excess Liabilities Written Back 87.60 5.45
Gain on fair valuation of Bonds / Mutual 681.47 218.65
Total 9,692.72 8,443.65

Note 1.29 Cost of Materials Consumed

Particulars Year Ended Year Ended
31.03.2025 31.03.2024

Opening Stock of Raw Materials 13,395.88 12,738.50

Add: Raw materials Purchased and Departmental Transfers etc. 1,76,253.91 1,78,178.77
1,89,649.79 1,90,917.27
Less: Closing Stock of Raw Materials 15,132.58 13,395.88
1,74,517.21 1,77,521.39
Consumption of Components 1,44,944.58 90,486.92
(Including Job Processing and Contract Labour Charges ` 24,775.98 Lakhs,
Previous Year ` 13,553.16 Lakhs)
Total 3,19,461.79 2,68,008.31

122
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.30 Changes In Inventories of Finished Goods, Stock-In-Trade and Work-in-Progress

Particulars Year Ended Year Ended

31.03.2025 31.03.2024

Opening Stock
Finished Goods 3,789.11 6,466.11
Work-in-Progress 28,331.83 24,203.83
32,120.94 30,669.94
Less : Closing Stock
Finished Goods 568.66 3,789.11
Work-in-Progress 24,386.73 28,331.83
24,955.39 32,120.94
(Increase) / Decrease in Stock 7,165.55 (1,451.00)

Note 1.31 Employee Bene ts Expense

Particulars Year Ended Year Ended

31.03.2025 31.03.2024

(a) Salaries, Wages and Bonus 13,885.85 12,398.93

(b) Contribution to provident and other funds
(i) Provident Fund and Pension Fund 939.86 848.36
(ii) Superannuation Fund 50.62 34.87
(iii) Gratuity 174.91 56.60
(c) Staff Welfare Expenses 616.70 589.82
(d) VRS Expenses 16.65 23.50
Total 15,684.59 13,952.08

Note 1.32 Finance Costs

Particulars Year Ended Year Ended

31.03.2025 31.03.2024

(a) Interest
(i) Banks 7,793.35 8,539.06
(ii) Others 1,630.78 2,258.97
(b) Other Borrowing Costs 2,758.05 2,468.42
Total 12,182.18 13,266.45

Note 1.33 Depreciation and Amortization Expenses

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
(a) Depreciation on Tangible Assets 3,417.09 3,496.29
(b) Depreciation on Intangible Assets 16.44 22.44
Total 3,433.53 3,518.73

123
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.34 Other Expenses

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
Consumption of stores and spare parts 17,545.28 15,493.77
Power and Fuel 10,028.43 8,709.61
Rent 482.45 709.54
Repairs to buildings 911.29 537.28
Repairs to machinery 1,050.84 573.99
Repairs to others 184.52 174.77
Insurance 558.90 612.59
Rates and Taxes excluding taxes on Income 709.53 564.22
Freight, Packing and Transport (Net) 1,244.51 1,490.80
Erection Expenses 6,451.19 4,471.09
Drawings and Designs 3.10 5.66
Royalty & Knowhow - 0.80
Selling Agents Commission 1.85 75.21
Selling Expenses 267.77 229.79
Director's Sitting Fees 46.85 43.50
Director's Commission 12.12 14.00
Payments to the Auditor 69.32 51.80
As Auditor 23.65 23.65
For Tax Audit 6.95 6.95
For Quarterly Review 13.50 13.50
For Fees for Other Services (incl for issuing various certi cates) 21.31 4.71
To Cost Auditor 2.14 1.95
For Reimbursement of out of pocket expenses 1.77 1.04
Donation 353.01 156.56
CSR Expenses# 80.90 44.37
Miscellaneous Expenses 5,880.89 7,881.80
Sundry Debit Balance Adjusted 10.10 80.43
Allowance for bad & doubtful debts/Advances 1,854.86 54.97
Bad Debt/Impairment /Loss of unbilled Revenue 464.28 3,782.85
Less: Allowance for bad & doubtful debts - 464.28 (2,401.91) 1,380.94
Contract Loss Provision 807.66 299.76
Net (gain)/loss on foreign currency transaction 280.54 (91.33)
Total 49,300.19 43,565.92

Note on CSR Expense#:

Particulars Year Ended Year Ended
31.03.2025 31.03.2024
(i) Amount required to be spent by the Company during the year 155.69 46.90
(ii) Amount of expenditure incurred 80.90 44.37
(iii) Shortfall at the end of year 74.79 2.53
(iv) Total of previous year shortfall (18.86) (21.39)
(v) Total Shortfall till date * 55.93 (18.86)
(v) Reason of shortfall Long term projects -
(vi) Nature of CSR activities Health, Education, Health, Education
Sports & Sanitation & Sports
(vii) Detail of related party transactions, e.g.,contribution to a
trust controlled by the company in relation to CSR Nil Nil
(viii) Where a provision is made with respect to a liability incurred by entering into
a contractual obligation, the movements in the provision during the year shall Nil Nil
be shown separately
* The shorfall of unpaid CSR amount has been transferred to "Unspent CSR Account" opened with ICICI Bank

124
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.35 Other Comprehensive Income
Particulars Year Ended Year Ended
31.03.2025 31.03.2024
(a) Items that will not be reclassi ed to pro t or loss
(i) Remeasurements of the de ned bene t plans (35.38) 5.97
(ii) Equity Instruments through Other Comprehensive Income; 0.15 99.27
Total (35.23) 105.24
(b) Items that will be reclassi ed to pro t or loss
(i) Exchange differences in translating the nancial statements of
a foreign operation 7.37 24.52
Total
7.37 24.52

Note 1.36 Commitments and Contingent Liabilities

Particulars Year Ended Year Ended
31.03.2025 31.03.2024

(a) Commitments
Estimated amount of contracts remaining to be executed on Capital Account
and not provided for (Net of advance) 4.48 126.91
(b) Contingent Liabilities (not provided for) in respect of:
(i) Bank / Corporate Guarantees given in the normal course of Business. 90,127.22 99,282.94
(ii) Bonds issued to Custom Department 92.20 92.20
(iii) Claims under dispute (Excise, Service Tax, Income Tax and others) 18,227.59 20,582.07
(iv) Claims not acknowledged as debts (Amount unascertainable) - -
(v) Income Tax assessment under appeal (Amount unascertainable) - -

Note1.37 Movement of Provisions during the year as required under Ind AS 37 Provisions,
Contingent Liabilities and Contingent Assets.
Particulars Opening Utilized Reversed Provision Closing
Provision as during the during the during the provision as
on 1.4.2024 year year year on 31.03.2025
(a) Site warranty period maintenance 183.99 - - - 183.99
(b) Others 2,141.02 - 1,865.19 4,477.37 4,753.20
Total 2,325.01 - 1,865.19 4,477.37 4,937.19
Previous Year 1,825.66 - 721.65 1,221.00 2,325.01

In accordance with the requirement of Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets” issued by the Companies
(Accounting Standard) Rules 2006, the company has provided liability for other expenses amounting to ` 4,477.37 lakhs (Previous Year
`1,221.00 lakhs).
Site warranty period maintenance: The Company gives warranties and maintenance on certain products and services, undertaking to
repair, replace and maintain the items for satisfactory working during the warranty period. Provision as at March 31,2025 represents the
amount of the expected cost of meeting such obligations of recti cation/ replacement/maintenance. The timing of the out ow is
expected to be within a period of two years.
Provision for others: It represents liabilities related to various site expenses including contractor service charges for sites, administrative
charges etc, likely to materialize in the next nancial year. Provisions are recognised when the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that an out ow of resources embodying economic bene ts will be required to settle
the obligation and are liable estimate can be made of the amount of the obligation. If the effect of the time value of money is material,
provisions are discounted using equivalent period government securities interest rate. Unwinding of the discount is recognized in the
Statement of Pro t and Loss as a nance cost. Provisions are reviewed at each balance sheet date and are adjusted to re ect the current
best estimate.

125
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.38 In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of
business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and
determined liabilities is adequately provided.
Note 1.39 Balance of debtors and loans and advances are subject to con rmation from respective parties.

Note 1.40 Related party Disclosure

(a) Name of the related parties and relationship as per Ind AS 24, where transaction exists.
Parties where control Exist Parties where control Exist
Relationship 2024-25 2023-24

A Key Management Mr. Saroj Kumar Poddar Mr. Saroj Kumar Poddar
Personnel Executive Chairman Executive Chairman
Mr. Indrajit Mookerjee Mr. Indrajit Mookerjee
Executive Director & Vice Chairman Executive Director & Vice Chairman
Mr. Sudipta Mukherjee Mr. Sudipta Mukherjee
ED & Managing Director ED & Managing Director
Mr. D. R. Kaarthikeyan Mr. D. R. Kaarthikeyan
Independent Director Independent Director
(Resigned w.e.f 03rd September,2024)
Mr. Amitabha Guha Mr. Amitabha Guha
Independent Director Independent Director
(Resigned from 01st October,2024)
Mr. Utsav Parekh Mr. Utsav Parekh
Independent Director Independent Director
Mr. Virendra Sinha Mr. Virendra Sinha
Independent Director Independent Director
Ms. Rusha Mitra Ms. Rusha Mitra
Independent Director Independent Director
Mr. Partha Sarathi Bhattacharyya Mr. Partha Sarathi Bhattacharyya
Independent Director Independent Director
Mr. Hemant Bangur -
Independent Director
(Appointed from 16th May,2024)
Mr. Marco Wadia -
Independent Director
(Appointed from 30th December, 2024)
Mr. Ashok Kr. Vijay Mr. Ashok Kr. Vijay
Executive Director Executive Director
Mr. U.V. Kamath Mr. U.V. Kamath
Executive Director (Appointed as Executive Director from
01st February'2024
- Mr. Damodar Hazarimal Kela
Executive Director
(Ceased w.e.f. 01st February'2024)
Mr. Akshay Poddar Mr. Akshay Poddar
Non – Executive Director Non – Executive Director
Mr. Hemant Bhuwania Mr. Hemant Bhuwania
(CFO) (Resigned w.e.f 31st March, 2025) (CFO)
Mr. Kishor Kumar Rajgaria Mr. Kishor Kumar Rajgaria
(Redesignated as CFO w.e.f 1st April, 2025) (Company Secretary)
Mr. Sandeep Kumar Sultania -
(Appointed as Company Secretary w.e.f
01st April,2025)
126
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Parties where control Exist Parties where control Exist
Relationship 2024-25 2023-24

- Mr. Ravi Varma

Company Secretary (resigned w.e.f.
30th April'2023)
B Subsidiary Company Texmaco Nymwag Rail & Components Limited Belur Engineering Private Limited
(Formerly known as Belur Engineering Private (100% of Capital held by Company)
Limited)
(51% of Capital held by Company)
Belgharia Engineering Udyog Private Limited Belgharia Engineering Udyog Private Limited
(100% of Capital held by Company) (100% of Capital held by Company)
Texmaco Transtrak Private Limited Texmaco Transtrak Private Limited
(83.67% of Capital held by Company) (51.01% of Capital held by Company)
Texmaco Rail Systems Pvt. Ltd Texmaco Rail Systems Pvt. Ltd
(51% of Capital held by Company) (51% of Capital held by Company)
Texmaco Rail Electri cation Ltd. Texmaco Rail Electri cation Ltd.
(100% of Capital held by Company) (100% of Capital held by Company)
Saira Asia Interiors Private Limited -
(51% of Capital held by Company)
Panihati Engineering Udyog Pvt. Ltd. Panihati Engineering Udyog Pvt. Ltd.(Formerly
(Formerly Known as Texmaco Engineering Known as Texmaco Engineering Udyog Pvt. Ltd.)
Udyog Pvt. Ltd.) (100% of Capital held by Company)
(100% of Capital held by Company)
Texmaco Middle East DMCC -
(100% of Capital held by Company)
Texmaco West Rail Limited -
( Formerly Known as Jindal Rail Infrastructure
Limited)
(100% of Capital held by Company)
C Companies where SMIFS Capital Market Limited SMIFS Capital Market Limited
Director having control Antriksh Vyappar Limited -
D Associate Texmaco Defence Systems Pvt. Ltd. Texmaco Defence Systems Pvt. Ltd.
(Ceased to be associate w.e.f. 20th March 2025) (41% of Capital held by Company)
E Joint Ventures Touax Texmaco Railcar Leasing Pvt. Ltd. Touax Texmaco Railcar Leasing Pvt. Ltd.
(50% of Capital held by Company) (50% of Capital held by Company)
Wabtec Texmaco Rail Pvt. Ltd. Wabtec Texmaco Rail Pvt. Ltd.
(40% of Capital held by Company) (40% of Capital held by Company)
Kalindee Cobra JV Kalindee Cobra JV
Kalindee Kapoor Railcon JV Kalindee Kapoor Railcon JV
Kalindee Karthik JV Kalindee Karthik JV
Kalindee VNC JV Kalindee VNC JV
Kalindee IF & LS JV Kalindee IF & LS JV
GMR TPL KRNL JV GMR TPL KRNL JV
Kalindee Rahee JV Kalindee Rahee JV
Kalindee URC JV Kalindee URC JV
JMC – GPT – Vijaywargi – Bright Power JV JMC – GPT – Vijaywargi – Bright Power JV
JMC – Vijaywargi – Bright Power JV JMC – Vijaywargi – Bright Power JV
Bright – Vijaywargi JV Bright – Vijaywargi JV
Bright – Kalindee JV Bright – Kalindee JV
Bright – Texmaco JV Bright – Texmaco JV

127
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Parties where control Exist Parties where control Exist
Relationship 2024-25 2023-24

ISC Projects- Texmaco JV ISC Projects- Texmaco JV

Texmaco ASIS JV Texmaco ASIS JV
Tata Projects – Kalindee JV Tata Projects – Kalindee JV
Swatish Enteprises Limited Swatish Enteprises Limited
Texmaco Rahee JV Texmaco Rahee JV
Texmaco Rail & Engineering Limited & Spark Texmaco Rail & Engineering Limited & Spark
Electrical & Projects Pvt Ltd. JV Electrical & Projects Pvt Ltd. JV

F Group Company where Master Exchange & Finance Ltd. Master Exchange & Finance Ltd.
Transaction Exists. Adventz Finance Pvt. Ltd. Adventz Finance Pvt. Ltd.
Zuari Management Services Ltd. Zuari Management Services Ltd.
High Quality Steels Ltd. High Quality Steels Ltd.
Lionel India Limited Lionel India Limited
Future Fuels International India Pvt Ltd -
Lionel Edwards Limited Lionel Edwards Limited
Texmaco Infrastructure & Holdings Ltd. Texmaco Infrastructure & Holdings Ltd.
Zuari International Limited Zuari International Limited
(Formerly known as Zuari Investment Limited) (Formerly known as Zuari Investment Limited)
Zuari Insurance Brokers Limited Zuari Insurance Brokers Limited
Zuari Finserv Limited Zuari Finserv Limited
Paradeep Phosphate Limited -

Note: Texmaco Defence Systems Private Limited ceased to be associate w.e.f 20th March,2025

(b) Related Party Transactions

Transactions Other Joint Key Grand Balance
Related Subsidiary Associate Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Remuneration Paid
Mr. Saroj Kumar Poddar - - - - 489.51 489.51 -
(-) (-) (-) (-) (409.24) (409.24) (-)
Mr. Indrajit Mookerjee - - - - 177.48 177.48 -
(-) (-) (-) (-) (124.98) (124.98) (-)
Mr. Sudipta Mukherjee - - - - 201.85 201.85 -
(-) (-) (-) (-) (134.47) (134.47) (-)
Mr. A K Vijay - - - - 114.75 114.75 -
(-) (-) (-) (-) (88.22) (88.22) (-)
Mr. U.V. Kamath - - - - 423.93 423.93 -
(-) (-) (-) (-) (32.42) (32.42) (-)
Mr. D. H. Kela - - - - - - -
(-) (-) (-) (-) (145.93) (145.93) (-)

128
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Transactions Other Joint Key Grand Balance
Related Subsidiary Associate Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Mr. Kishor Kumar Rajgaria - - - - 83.65 83.65 -
(-) (-) (-) (-) (66.63) (66.63) (-)
Mr. Hemant Bhuwania - - - - 115.78 115.78 -
(-) (-) (-) (-) (59.45) (59.45) (-)
Mr. Ravi Verma - - - - - - -
(-) (-) (-) (-) (5.44) (5.44) (-)
Mr. D. R. Kaarthikeyan - - - - 4.20 4.20 -
(Sitting Fee & Commission) (-) (-) (-) (-) (8.85) (8.85) (-)
Mr. Utsav Parekh - - - - 11.90 11.90 -
(Sitting Fee & Commision) (-) (-) (-) (-) (11.70) (11.70) (-)
Mr. Akshay Poddar - - - - 6.60 6.60 -
(Sitting Fee & Commission) (-) (-) (-) (-) (7.35) (7.35) (-)
Ms. Rusha Mitra - - - - 6.45 6.45 -
(Sitting Fee & Commission) (-) (-) (-) (-) (6.10) (6.10) (-)
Mr. Partha Sarathi Bhattacharya - - - - 8.35 8.35 -
(Sitting Fee & Commission) (-) (-) (-) (-) (7.20) (7.20) (-)
Mr. Virendra Sinha - - - - 9.35 9.35 -
(Sitting Fee & Commission) (-) (-) (-) (-) (8.60) (8.60) (-)
Mr. Amitabha Guha - - - - 4.60 4.60 -
(Sitting Fee & Commission) (-) (-) (-) (-) (7.70) (7.70) (-)
Mr. Macro Wadia - - - - 2.40 2.40 -
(Sitting Fee & Commission) (-) (-) (-) (-) (-) (-) (-)
Mr. Hemant Bangur - - - - 2.40 2.40 -
(Sitting Fee & Commission) (-) (-) (-) (-) (-) (-) (-)
Investment
Touax Texmaco Railcar Leasing Private Limited - - - 600.00 - 600.00 11,759.09
(-) (-) (-) (2,400.00) - (2,400.00) (11,159.09)
Texmaco Infrastructure & Holdings Limited 305.80 - - - - 305.80 495.42
(91.10) (-) (-) (-) (-) (91.10) (189.62)
Wabtec Texmaco Rail Private Limited - - - - - - 328.17
(-) (-) (-) (-) (-) (-) (328.17)
Texmaco Nymwag Rail & Components
Limited (Formerly Known as Belur - - - - - - 10.00
Engineering Private Limited) (-) (-) (-) (-) (-) (-) (10.00)
Texmaco Transtak Private Limited - 0.33 - - - 0.33 0.84
(-) (-) (-) (-) (-) (-) (0.51)
Texmaco Rail System Private Limited - 2.04 - - - 2.04 4.08
(-) (-) (-) (-) (-) (-) (2.04)
Texmaco Rail Electri cation Limited - 2.00 - - - 2.00 4.00
(-) (-) (-) (-) (-) (-) (2.00)
Panihati Engineering Udyog Private Limited - 2.00 - - - 2.00 3.00
(Formerly Known as Texmaco Engineering
Udyog Pvt. Ltd.) (-) (-) (-) (-) (-) (-) (1.00)
Belgharia Enginering Udyog Private Limited - - 1.00
(-) (1.00) (-) (-) (-) (1.00) (1.00)
Saira Asia Interiors Private Limited - 900.00 - - - 900.00 900.00
(-) (-) (-) (-) (-) (-) (-)

129
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Transactions Other Joint Key Grand Balance
Related Subsidiary Associate Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Texmaco West Limited - 61,435.65 - - - 61,435.65 61,435.65
(-) (-) (-) (-) (-) (-) (-)
Texmaco Middle East DMCC - 11.91 - - - 11.91 11.91
(-) (-) (-) (-) (-) (-) (-)
Texmaco Defence Systems Private Limited - - -4.10 - - - -
(-) (-) (-) (-) (-) (-) (4.10)
Loans & Advances Given

Texmaco Nymwag Rail & Components Limited - -2,700.00 - - - -2,700.00 -

(-) (-) (-) (-) (-) (-) (2,700.00)
Texmaco Transtrak Private Limited - - - - - - 360.40
(-) (-) (-) (-) (-) (-) (360.40)
Texmaco Rail System Private Limited - -1.00 - - - -1.00 -
(-) (1.00) (-) (-) (-) (1.00) (1.00)
Texmaco Defence Systems Private Limited - - 4.61 - - 4.61 309.42
(-) (-) (6.16) (-) (-) (6.16) (304.81)
Saira Asia Interiors Private Limited - 325.00 - - - 325.00 325.00
(-) (-) (-) (-) (-) (-) (-)
Bright-Vijaywargi-JV - - - - - - -
(-) (-) (-) (41.82) (-) (41.82) (-)
Bright-Kalindee-JV - - - - - - -
(-) (-) (-) (12.14) (-) (12.14) (-)
Bright-Texmaco-JV - - - - - - -
(-) (-) (-) (77.16) (-) (77.16) (-)
Loans & Advances Received/Repaid

Adventz Finance Private Limited - - - - - - -

(-2,370.00) (-) (-) (-) (-) (-2,370.00) (-)
Zuari International Limited - - - - - - -
(-930.00) (-) (-) (-) (-) (-930.00) (-)
Zuari Management Services Limited - - - - - - -
(-3,971.49) (-) (-) (-) (-) (-3,971.49) (-)
Dividend Received

Texmaco Infrastructure & Holdings Limited 0.30 - - - - 0.30 -

(0.30) (-) (-) (-) (-) (0.30) (-)
Texmaco West Limited - 1,237.50 - - - 1,237.50 -
(-) (-) (-) (-) (-) (-) (-)
Wabtec Texmaco Rail Private Limited - - - 1,312.68 - 1,312.68 -
(-) (-) (-) (98.45) (-) (98.45) (-)
Others

Adventz Finance Private Limited 16.52 - - - - 16.52 -

(Rent Paid) (16.52) (-) (-) (-) (-) (16.52) (-)
Adventz Finance Private Limited - - - - - - -
(Interest Paid) (215.73) (-) (-) (-) (-) (215.73) (-)

130
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Transactions Other Joint Key Grand Balance
Related Subsidiary Associate Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Zuari Management Services Limited - - - - - - -
(Interest Paid) (394.32) (-) (-) (-) (-) (394.32) (-)
Zuari International Limited - - - - - - -
(Interest Paid) (99.03) (-) (-) (-) (-) (99.03) (-)
Zuari Insurance Brokers Limited - - - - - - -
(Insurance Premium Paid) (11.54) (-) (-) (-) (-) (11.54) (-)
Zuari Sugar & Power Limited - - - - - -
(Interest Paid) (14.91) (-) (-) (-) (-) (14.91) (-)
Mr. Saroj Kumar Poddar - - - - - - -
(Interest Paid) (-) (-) (-) (-) (-432.31) (-432.31) (-)
High Quality Steels Limited 737.57 - - - - 737.57 -
(Services Received) (505.40) (-) (-) (-) (-) (505.40) (-)
Lionel India Limited 236.18 - - - - 236.18 38.03
(Services Received) (201.64) (-) (-) (-) (-) (201.64) (47.97)
Lionel India Limited 7.54 - - - - 7.54 -
(Rent Received) (7.37) (-) (-) (-) (-) (7.37) -
Lionel Edwards Limited 21.43 - - - - 21.43 4.53
(Services Received) (9.36) (-) (-) (-) (-) (9.36) (-)
Zuari Management Services Limited 85.75 - - - - 85.75 6.79
(Services Received) (106.49) (-) (-) (-) (-) (106.49) (-5.34)
Texmaco Infrastructure & Holdings Limited 0.83 - - - - 0.83 -
(Rent Received) (0.83) (-) (-) (-) (-) (0.83) (-)
Texmaco Infrastructure & Holdings Limited - - - - - - -
(Amount paid on behalf of company) ( 4.71) (-) (-) (-) (-) (4.71) (-)
Texmaco Infrastructure & Holdings Limited - - - - - - -
(Sale of services) ( 0.11) (-) (-) (-) (-) (0.11) (-)
Wabtec Texmaco Rail Private Limited - - - 2,100.07 - 2,100.07 609.39
(Sale of goods) (-) (-) (-) (1,866.06) (-) (1,866.06) (517.06)
Wabtec Texmaco Rail Private Limited - - - 1,259.10 - 1,259.10 291.55
(Purchase of goods) (-) (-) (-) (1,371.33) (-) (1,371.33) (0.05)
Wabtec Texmaco Rail Private Limited - - - 120.56 - 120.56 0.61
(Sale of Services/Rent) (-) (-) (-) (138.57) (-) (138.57) (0.59)
Touax Texmaco Railcar Leasing Private Limited - - - 12,296.73 - 12,296.73 7,131.32
(Sale of Goods & Services) (-) (-) (-) (12,632.19) (-) (12,632.19) (177.00)
Touax Texmaco Railcar Leasing Private Limited - - - 5.74 - 5.74 0.44
(Rent & other service charges Received) (-) (-) (-) (5.33) (-) (5.33) (-)
Touax Texmaco Railcar Leasing Private Limited - - - 2,424.80 - 2,424.80 -
(Deposit against order) (-) (-) (-) (-2,508.93) (-) (-2,508.93) (-)
Touax Texmaco Railcar Leasing Private Limited - - - 1,271.80 - 1,271.80 644.62
(Interest receivable against CCD) (-) (-) (-) (1,060.90) (-) (1,060.90) (954.81)
Zuari Finserv Limited 2.34 - - - - 2.34 -
(Amount paid on account of Demat Charges) (0.05) (-) (-) (-) (-) (0.05) (-)

131
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Transactions Other Joint Key Grand Balance
Related Subsidiary Associate Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Master Exchange & Finance Limited - - - - - - -
(Amount paid on account of expense incurred) (0.04) (-) (-) (-) (-) (0.04) (-)
Texmaco Nymwag Rail & Components Limited - 181.02 - - - 181.02 -
(Rent Received) - (0.05) (-) (-) (-) (0.05) (0.02)
Texmaco Nymwag Rail & Components Limited - - - - - - -
(Rent Paid) (-) (165.28) (-) (-) (-) (165.28) (-)

Texmaco Nymwag Rail & Components Limited. - 59.64 - - - 59.64 179.50

(Interest received against ICD given) (-) (291.04) (-) (-) (-) (291.04) (130.97)

Texmaco Nymwag Rail & Components Limited - - - - - - -

(Advance received on account of expense incurred) (-) (12.70) (-) (-) (-) (12.70) (-)

Texmaco Nymwag Rail & Components Limited - 155.17 - - - 155.17 14.84

(Amount paid against expense liability) (-) (46.80) (-) (-) (-) (46.80) (46.80)

Texmaco Transtrak Private Limited - - - - - - 17.08

(Rent Received) (-) (-) (-) (-) (-) (-) (17.08)

Texmaco Transtrak Private Limited - 39.64 - - - 39.64 214.98

(Interest Received) - (39.75) (-) (-) (-) (39.75) (179.30)
Texmaco Defence Systems Private Limited - - 37.48 - - 37.48 186.05
(Interest Received) (-) (-) (36.81) (-) (-) (36.81) (152.32)

Texmaco Rail System Private Limited - 0.16 - - - 0.16 -

(Interest Received) (-) (-) (-) (-) (-) (-) (-)

Saira Asia Interiors Private Limited - 12.55 - - - 12.55 11.29

(Interest Received) (-) (-) (-) (-) (-) (-) (-)

Texmaco Rail System Private Limited - 0.06 - - - 0.06 -

(Rent Received) (-) (0.06) (-) (-) (-) (0.06) (-)

Texmaco Rail Electri cation Limited - 0.05 - - - 0.05 -

(Rent Received) - (0.05) (-) (-) (-) (0.05) (-)

SMIFS Capital Market Limited 538.94 538.94 -

(Amount Paid against bond purchased) (19,736.94) (-) (-) (-) (-) (19,736.94) (-)

Antriksh Vyapaar Limited 11,761.19 - - - - 11,761.19 -

(Amount Received against bond sales) (-) (-) (-) (-) (-) (-) (-)

Texmaco West Limited - 2,837.22 2,837.22 -

(Purchase of goods & services) (-) (-) (-) (-) (-) (-) (-)

Texmaco West Limited - 2,193.76 - - - 2,193.76 -

(Sale of goods & services) (-) (-) (-) (-) (-) (-) (-)

Texmaco West Limited - 235.36 - - - 235.36 -

(Amount paid on behalf of others) (-) (-) (-) (-) (-) (-) (-)

Future Fuels International Limited 65.40 - - - - 65.40 -

(Rent Paid) (-) (-) (-) (-) (-) (-) (-)

Paradeep Phosphate Limited 125.00 - - - - 125.00 -

(Rent Paid) (-) (-) (-) (-) (-) (-) (-)

132
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Transactions Other Joint Key Grand Balance
Related Subsidiary Associate Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Bright-Vijaywargi-JV - - - 462.09 - 462.09 135.03
(Sale of goods & services) (-) (-) (-) (663.66) (-) (663.66) (225.34)

JMC-GPT-Vijaywargi-Bright Power JV - - - - - - 45.25

(Sale of goods & services) (-) (-) (-) (-) (-) (-) (45.25)

JMC-Vijaywargi-Bright Power JV - - - - - - 93.28

(Sale of goods & services) (-) (-) (-) (-) (-) (-) (93.28)

Bright-Kalindee-JV - - - - - - 124.40
(Sale of goods & services) (-) (-) (-) (-) (-) (-) (352.69)

Bright-Texmaco-JV - - - 535.98 - 535.98 330.74

(Sale of goods & services) (-) (-) (-) (1,804.95) (-) (1,804.95) (390.52)

ISC Project-Texmaco JV - - - 147.74 - 147.74 2.87

(Sale of goods & services) (-) (-) (-) (570.28) (-) (570.28) (9.56)

JMC-Vijaywargi-Bright Power JV - - - - - - 1.15

(Amount paid on behalf of company) (-) (-) (-) (-) (-) (-) (1.15)

JMC-GPT-Vijaywargi-Bright Power JV - - - - - - 2.45

(Amount paid on behalf of company) (-) (-) (-) (-) (-) (-) (2.45)

Swatish Enterprise Limited - - - - - - -

(Sale of Goods) (-) (-) (-) (203.03) (-) (203.03) (636.87)

Texmaco Rail & Engg. Limited & Spark

Electrical & Project Private Limited JV - - - 2,087.88 - 2,087.88 760.78
(Sale of goods) (-) (-) (-) ( 1,833.46) (-) (1,833.46) (1,202.98)

Kalindee - Cobra JV - - - 11.55 - 11.55 551.33

(Sale of goods) (-) (-) (-) (532.19) (-) (532.19) (548.07)

Kalindee - Cobra JV - - - 124.02 - 124.02 100.23

(Amount paid by company on behalf of others) (-) (-) (-) ( 2.62) (-) (2.62) (-)

Kalindee -IL & FS JV - - - 389.98 - 389.98 1,792.78

(Sale of goods) (-) (-) (-) (-) (-) (-) (1,346.48)

Kalindee -IL & FS JV - - - - - - 1.17

(Amount paid on behalf of company) (-) (-) (-) (-) (-) (-) (1.17)

Kalindee Kapoor Railcon JV - - - 316.46 - 316.46 619.65

(Sale of goods) (-) (-) (-) (376.90) (-) (376.90) (675.02)

Kalindee Kapoor Railcon JV - - - 7.61 - 7.61 -

(Amount paid on behalf of company) (-) (-) (-) (4.69) (-) (4.69) (-)

Kalindee Karthik JV - - - - - - 21.99

(Sale of goods) (-) (-) (-) (0.96) (-) (0.96) (393.30)

Kalindee Karthik JV - - - 0.90 - 0.90 -

(Amount paid by company on behalf of others) (-) (-) (-) (0.29) (-) (0.29) (-)

Kalindee Rahee JV - - - 2.71 - 2.71 -

(Amount paid by company on behalf of others) (-) (-) (-) (-) (-) (-) (-)

133
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Transactions Other Joint Key Grand Balance
Related Subsidiary Associate Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025

Kalindee URC JV - - - - - - 96.28

(Sale of goods) (-) (-) (-) (-) (-) (-) (98.01)

Kalindee VNC JV - - - 2.75 - 2.75 1,667.21

(Amount paid by company on behalf of others) (-) (-) (-) (-) (-) (-) (1,697.64)

GMR TPL KRNL JV - - - - - - 543.51

(Sale of goods) (-) (-) (-) (100.96) (-) (100.96) (556.12)

Tata Project -Kalindee JV - - - - - - 36.38

(Sale of goods) (-) (-) (-) (448.11) (-) (448.11) (47.73)

Texmaco Rahee JV - - - 729.17 - 729.17 381.70

(Sale of goods) (-) (-) (-) (70.79) (-) (70.79) (443.13)

Texmaco Asis JV - - - 2,570.45 - 2,570.45 306.70

(Sale of goods) (-) (-) (-) (2,300.89) (-) (2,300.89) (-387.52)
Texmaco Asis JV - - - 58.18 - 58.18 -
(Amount paid on behalf of others) (-) (-) (-) (-) (-) (-) (-)

Corporate Guarantee Given

Touax Texmaco Railcar Leasing Private Limited - - - 4,914.17 - 4,914.17 4,914.17

(Against Sale of Goods) (-) (-) (-) (-456.38) - (-456.38) (2,395.47)

Corporate Guarantee Received

Texmaco Nymwag Rail & Components Limited - - - - - - -

(Against Term Loan Facility) (-) (4,000.00) (-) (-) (-) (4,000.00) (-)

Note: Figures in brackets are for previous nancial year.

134
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.41 Earnings Per Share – The Numerator and Denominator used to Calculate Basic/ Diluted Earnings
Per Share

Particulars 2024-25 2023-24

Net Pro t for the period from ordinary activities attributable to
equity shareholders (Excluding Preference Share Dividend)
– used as numerator. ` in Lakhs 17,213.26 11,269.01
Weighted average number of Equity shares outstanding used as
denominator for Basic earnings per share. Number 39,94,67,302 34,40,23,005
Weighted Average Number of Equity shares used on denominator
for Diluted Earnings Per Share Number 40,13,51,751 34,40,23,005
(A) Basic Earnings per share (face value of ` 1/- each) ` 4.31 3.28
(B) Diluted Earnings per share (face value of ` 1/- each) ` 4.29 3.28

Note 1.42 Interest In Joint Venture (JV)

Particulars of the Company's interest in Jointly Controlled Entity is as below:

Particulars Percentage of Country of

ownership Incorporation
Touax Texmaco Railcar Leasing Pvt. Ltd 50%* India
Wabtec Texmaco Rail Pvt. Ltd 40% India

* Number of shares held by Texmaco Rail & Engineering Limited in Touax Texmaco Railcar Leasing Pvt. Ltd is 1,26,49,999 equity shares, whereas
number of equity shares held by Touax Rail India Limited is 1,26,50,001.

The company's share in assets, liabilities, income and expense in the above jointly controlled entities as at and
for the year ended March 31, 2025, is as follows:

Name of Joint Venture Company's share in

Assets Liabilities Income Expenses Pro t/ (Loss)
after Tax

Touax Texmaco Railcar Leasing Pvt. Ltd. 33,814.22 21,295.80 4,154.17 2,686.27 1,413.55
(28,558.84) (16,782.54) (3,027.19) (1,871.50) (1,128.26)
Wabtec Texmaco Rail Pvt. Ltd. 2,282.97 1,236.74 5,282.58 4,044.97 919.41
(2,761.75) (1,319.72) (3,974.96) (3,239.00) (551.42)

Note: Figures in bracket are of previous year gure

135
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.43 Employee Bene ts Obligation:
The Company accounts for Gratuity, Leave and Provident Fund Liability at actuarial valuation at the end of the year i.e. March 31.
Accordingly, these Liabilities have been computed by the actuary as at March 31,2025.

De ned Bene t Plans- As per Actuarial valuation as on 31st March 2025

Sl Particulars Funded Gratuity Funded Gratuity Unfunded Unfunded

No. 2024-25 2023-24 Leave 2024-25 Leave 2023-24
A Amount Recognised in Balance Sheet
Present Value of de ned bene t obligations 2,534.89 2,350.32 629.30 583.03
Fair Value of Plan Assets 2,100.65 2,170.43 - -
Net asset / (liability) recognized in Balance Sheet (434.24) (179.89) (629.30) (583.03)
B Change in Present Value of Obligations
Present Value of Obligation as at the beginning
of the year 2,350.32 2,461.18 583.03 554.98
Current Service Cost 208.53 197.84 74.83 74.49
Interest (Income) / Cost 164.13 176.87 40.71 39.97
Re- measurement (or Actuarial) (Gain)/Loss
arising from:
change in demographic assumptions - - - -
change in nancial assumptions 57.85 24.26 15.98 7.05
experience variance (i.e. Actual experience vs.
assumptions) 99.37 (107.28) 8.59 (12.81)
Past Service Cost - - - -
Bene ts Paid (345.31) (402.55) (93.84) (80.65)
Acquisition Adjustment - - - -
Present Value of Obligation as at the end
of the year 2,534.89 2,350.32 629.30 583.03
C Changes in the Fair Value of Plan Assets
Fair Value of Plan Assets as at the beginning
of the year 2,170.43 2,272.29 - -
Investment Income 152.07 163.45 - -
Employer's Contribution 72.84 115.07 - -
Employee's Contribution - - - -
Bene ts paid (296.65) (383.86) - -
Return on plan assets, excluding amount
recognised in net interest expense 1.96 3.48 - -
Fair Value of Plan Assets at the end of the year 2,100.65 2,170.43 - -
D Expenses Recognised in the Income Statement
Current Service Cost 208.53 197.84 74.83 74.49
Past Service Cost - - - -
Net Interest Cost / (Income) on the Net De ned
Bene t Liability / (Asset) 12.07 13.42 40.71 39.97
change in demographic assumptions - - - -
change in nancial assumptions - - 15.98 7.05
experience variance (i.e. Actual experience vs
assumptions) - - 8.59 (12.81)
Re-measurement (or Actuarial) (gain)/loss arising
because of change in effect of asset ceiling - - - -
Expenses Recognised in the Income Statement 220.60 211.26 140.11 108.70
136
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.43 Employee Bene ts Obligation: (Contd.)

Sl Particulars Funded Gratuity Funded Gratuity Unfunded Unfunded

No. 2024-25 2023-24 Leave 2024-25 Leave 2023-24

E Other Comprehensive Income

Actuarial (gains) / losses arising from
change in demographic assumptions - - - -
change in nancial assumptions 57.85 24.26 - -
experience variance (i.e. Actual experience vs
assumptions) 99.37 (107.28) - -
Return on plan assets, excluding amount
recognised in net interest expense (1.96) (3.48) - -
Components of de ned bene t costs recognised
in other comprehensive income 155.26 (86.50) - -
F Major categories of Plan Assets
(as percentage of Total Plan Assets)
Government of India securities - - - -
State Government securities - - - -
High quality corporate bonds - - - -
Equity shares of listed companies - - - -
Property - - - -
Special Deposit Scheme - - - -
Funds managed by Insurer 100% 100% - -
Bank balance - - - -
Other Investments - - - -
Total 100% 100% - -

G Assumptions
With the objective of presenting the plan assets and plan liabilities of the de ned bene t plans at their fair value on the balance
sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.
The signi cant actuarial assumptions were as follows:

Financial Assumptions Gratuity Leave

2024-25 2023-24 2024-25 2023-24
Discount rate (per annum) 6.53% 6.40% 6.53% 6.40%
Salary growth rate (per annum) 5.00% 5.00% 5.00% 5.00%

Demographic Assumptions Gratuity Leave

2024-25 2023-24 2024-25 2023-24
Mortality Rate (% of IALM 12-14) 100% 100% 100% 100%
Withdrawal rates, based on age: (per annum)
Up to 30 years 3.00% 3.00% 3.00% 3.00%
31 - 44 years 2.00% 2.00% 2.00% 2.00%
Above 44 years 1.00% 1.00% 1.00% 1.00%
Rate of Leave Availment (per annum) NA NA NA NA
Rate of Leave Encashment during employment (P.A.) NA NA NA NA

137
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.43 Employee Bene ts Obligation: (Contd.)
H Sensitivity
The sensitivity of the overall plan liabilities to changes in the weighted key assumptions are:

Particulars Discount Salary Attrition Rate Mortality

Rate (- / + Growth Rate (- / + 50% of Rate (- / + 10%
1%) (- / + 1%) attrition rates) of mortality
rates)
Grautity
Increase/ (Decrease) in Liability) 31.03.2025 (5,199.54) (4,951.30) (5,046.42) (4,809.80)
Increase/ (Decrease) in Liability) 31.03.2025 (115.46) 130.58 19.05 (256.36)
Increase/ (Decrease) in Liability) 31.03.2024 (4,818.56) (4,593.07) (4,672.34) (4,495.46)
Increase/ (Decrease) in Liability) 31.03.2024 (105.30) 118.80 23.27 (200.68)
Leave
Increase/ (Decrease) in Liability) 31.03.2025 (1,293.87) (1,225.30) (1,249.70) (1,155.54)
Increase/ (Decrease) in Liability) 31.03.2025 (30.92) 37.47 6.93 (102.10)
Increase/ (Decrease) in Liability) 31.03.2024 (1,197.62) (1,136.19) (1,155.46) (1,078.22)
Increase/ (Decrease) in Liability) 31.03.2024 (27.73) 33.57 8.34 (86.80)

I The de ned bene t obligations shall mature after the end of reporting period is as follows:
Expected cash ows over the next (valued on undiscounted basis):

Financial Assumptions Gratuity Leave

2024-25 2023-24 2024-25 2023-24
1 Year 761.50 696.62 193.35 186.13
2 to 5 years 1,006.48 955.57 212.92 190.06
6 to 10 years 827.12 817.01 185.21 196.07
More than 10 years 1,106.84 1,051.40 372.49 348.66

J Risk Exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over
time. Thus, the Company is exposed to various risks in providing the above gratuity bene t which are as Interest Rate risk, Liquidity
Risk, Salary Escalation Risk, Demographic Risk, Regulatory Risk, Asset Liability Mismatching or Market Risk, Investment Risk etc.

138
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.44 Leases:

The Company has taken Computers & Software on lease rental for its business operations. The agreement has a lease term of 5 years,
having the option to extend the lease after the expiry of such term. The Company's obligations under its leases are secured by the lessor's
title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets.
The Company has also taken land on lease for the purpose of its operation. The agreement for the same remain valid till FY 2086.
Set out below are the carrying amounts of Right of Use assets recognized and movement during the year.

Particulars 31.03.2025 31.03.2024

Carrying value of right of use assets at the beginning of the reporting date 444.75 194.85
Addition during the year 561.85 292.68
Depreciation 100.99 42.78
Carrying value of right of use assets at the end of the reporting date 905.61 444.75

Set out below are the carrying amounts of lease liabilities and the movement during the year.

Particulars 31.03.2025 31.03.2024

Lease liabilities at the beginning of the reporting date 137.91 150.36
Addition during the year 711.34 23.59
Accretion of Interest 85.34 15.11
Rent (173.60) (51.15)
Closing lease liabilities 760.99 137.91
Lease liabilities included in the statement of nancial position
Short Term 687.28 37.26
Long Term 73.71 100.65
The effective interest rate for lease liabilities is 9% with maturity between 5 years.

Impact of Statement of Pro t and Loss.

Particulars 31.03.2025 31.03.2024

Depreciation expense 100.99 42.78
Interest expenses 85.34 15.11

Impact of Statement of Cash Flows:

Particulars 31.03.2025 31.03.2024
Payment of principal portion of lease liabilities 173.60 40.70

139
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note1.45 Amount Remitted during the year on Account of Dividend (as Certi ed by the Management)

Particulars 2024-25 2023-24

Number of Non-resident Shareholders 4,009 1,627
Number of Equity Shares held 47,97,775 29,82,918
Dividend remitted (` in Lakhs) (Net of TDS) 18.98 4.47
Year of Dividend paid 2023-24 2022-23

Note 1.46 Value of Imports on C.I.F. Basis

Particulars 2024-25 2023-24

Raw Materials - -
Components, Spare Parts and Stores 32,443.66 27,218.19
Total 32,443.66 27,218.19

Note 1.47 Consumption of raw materials, components, stores, and spare parts includes pro t / loss on sale thereof and exchange
difference arising on Foreign Currency Transactions on account of import of Raw Materials / Stores and has been accounted under
respective Revenue heads.

Note 1.48 Escalation, Insurance claims and other claims have been accounted for on accrual basis based on latest data available with the
Company and where the realization of the amount is reasonably certain.

Note 1.49 Income in Foreign Exchange

Particulars 2024-25 2023-24

Export of Goods (F.O.B.) 31,660.80 19,089.40

Note 1.50 Details of Inventory of Work in Progress

Particulars 2024-25 2023-24

Work-in- Process
- Freight Car Division 24,182.68 26,258.23
- Infra - Rail & Green Energy 204.05 2,073.60
Total 24,386.73 28,331.83

140
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.51 As a part of company's risk management policy, the nancial risks mainly relating to changes in the exchange rates are
hedged by using a combination of forward contracts, besides the natural hedges.

Particulars 2024-25 2023-24

(a) Un-hedged foreign currency exposure as at 31 March 25 – Payable. - 4,512.02
USD- Nil
(Previous Year: USD: 54,09,765.95)

(b) Un-hedged foreign currency exposure as at 31 March 25 – Receivable. 3,970.17 2,423.15

USD: 12,82,771.65, AUD: 8,41,472.75, Euro: 21,08,762.63,JPY: 7,00,27,768.00
and NRS:1,30,40,722.04
Previous Year - AUD: 4,14,075.26, USD: NIL, Euro:19,50,646.33, JPY: 6,61,67,302
and NRS:1,30,40,722.04

Note: Un-hedged foreign currency exposure – Payable amounting to USD 1,01,68,914.72 is naturally hedged by Receivable of
equivalent amount.

Note 1.52 Details of Income/ Expenses Disclosed on Net Basis

Sl No Particulars 2024-25 2023-24

1 Pro t/ Loss on sale of Property, Plant & Equipment
Pro t 121.00 26.22
Loss - (6.51)
Net 121.00 19.71

141
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.53 Disclosure pursuant to Ind AS 111– Joint Arrangements

Country of
Name of Joint venture Description of Interest/ (Description of Job)
Residence
Kalindee Kartik JV Jointly controlled operations (civil work and signalling at Sini India
Jharkhand, SE Railway) – 80%
i. Jointly controlled operations (civil work and signalling at Rani
Kalindee Kapoor Railcon JV Keshwaganj and Rajasthan) – 71% India
ii. Jointly controlled operations (civil work and signalling at Lucknow
Pilibhit, Uttar Pradesh) – 71%
iii. Jointly controlled operations (civil work and signalling at Palanpur
- Sarotra) – 70%
Jointly controlled operations (civil work and signalling at Sholapur India
Kalindee IL&FS JV division of Central Railway in the state of Maharashtra, India) – 40%

Kalindee Cobra JV Jointly controlled operations (civil work and signalling at Bina Kota India
division of RVNL in the state of Rajasthan, India) – 78%

GMR-TPL-Kalindee JV i. Jointly controlled operations (civil work and signalling of RVNL

projects in the state of Uttar Pradesh) – 29%
India
ii. Jointly controlled operations (civil work and signalling of RVNL
projects in the state of Telangana) – 35.48%
Jointly controlled operations (civil work and track work of Bangalore
Kalindee VNC JV Metro & Delhi Metro in the state of Karnataka and Delhi, India India
respectively) – 50%
Kalindee URC JV Jointly controlled operations (civil work and signalling of RVNL Project
India
in the state of Tamil Nadu, India) – 50%
Tata projects – Kalindee JV Jointly controlled operations (civil, signalling and electri cation work
of RVNL Project in the state of Assam, India) – 10% India
i) Jointly controlled operations (OHE & signalling work of RVNL
Bright - Kalindee JV India
Project in the state of Andhra Pradesh, India) - 30%
ii) Jointly controlled operations (Civil, OHE & signalling work of RVNL
Project in the state of West Bengal, India) - 89.22%
Texmaco ASIS JV Jointly controlled operations (Manufacturing and commissioning of
Automatic Fare collection Systems at Mumbai Metro division of MMRC India
in the state of Maharashtra, India) - 90%
Swastish Enterprise Limited Joint Operation of Railway overhead electrical work India
Bright-Vijaywargi Joint Operations (25KV, 50 HZ Single phase traction, OHE, Scada, Gen.
Ele. Works, Civil Works between Jakhar-Hissar BPP-82%, VIJAYWARGI - India
18%
Bright-Texmaco Joint Operation of Railway overhead electrical work at Maharashtra, India
Karnataka & Tamil Nadu.
ISC Project Texmaco JV Joint Operation Indore Metro -Texmaco BPP: 28.57% India
Texmaco Rail & Engineering Limited Joint Operation for conversion of overhead LT line to underground LT
line with Spark Electrical for the project of MPMKVVCL, Bhopal. India
& Spark Electrical & Projects Pvt. Ltd.
JV-Mumbai
Texmaco Rail & Engineering Limited For Transmission line and sub-station for the project at Madhya India
& Skipper Ltd JV-Mumbai Pradesh and Chhattisgarh.

142
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.54 Financial Risk Management Objectives and policies-

The Company's activities expose it to Credit Risk, Liquidity Risk, Market Risk, and Equity Price Risk.

This note explains the source of risk which the Company is exposed to and how the Company manages the risk and the impact. The
management of the company ensures that risks are identi ed, measured and mitigated in accordance with the Risk Management Policy of
the company. The Board provides guiding principles on risk management and also review these risks and related risk management
policies which are given as under.

The Company's nancial liabilities comprise borrowings, capital creditors and trade and other payables. The company's nancial assets
include trade and other receivables, cash and cash equivalents, investments including investments in subsidiaries, loans & advances, and
deposits.

A. Credit Risk- A risk that counter party may not meet its obligations under a nancial instrument or customer contract, leading to a
nancial loss is de ned as Credit Risk. The Company is exposed to credit risk from its operating and nancial activities.

Customer credit risk is managed by the respective marketing department subject to the Company's established policy,
procedures and control relating to customer credit risk management. The Company reviews the creditworthiness of these
customers on an on-going basis. The Company estimates the expected credit loss on the basis of past data, experience and policy
laid down in this respect. The maximum exposure to the credit risk at the reporting date is the carrying value of the trade
receivables disclosed in Note 1.11 as the Company does not hold any collateral as security. The Company has a practice to provide
for doubtful debts as per its approved policy.

B. Liquidity Risk- A risk that the Company may not be able to settle or meet its obligations at a reasonable price is de ned as liquidity
risks. The Company's treasury department is responsible for managing liquidity, funding as well as settlement management. In
addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's
net liquidity position through rolling forecasts on the basis of expected cash ows.

The Company's objective is to maintain a balance between continuity of funding and exibility through the use of cash credits,
Term loans among others.

C. Interest Risk – Interest Risk is the risk that the fair value of future cash ows of a nancial instrument will uctuate because of
change in market interest rates. The Company's exposure to the risk of change in market interest rates related primarily to the
company's short term borrowing (excluding commercial paper) with oating interest rates. For all long term borrowings with
oating rates, the risk of variation in the interest rates is mitigated through interest rate swaps. The Company constantly monitors
the credit markets and rebalances its nancing strategies to achieve on optimal maturity pro le and nancing cost.

D. Market Risk- A risk that the fair value of future cash ows of a nancial instrument may uctuate because of changes in market
prices is de ned as Marketing Risk. Such changes in the value of nancial instruments may result from changes in the foreign
currency exchange rates, interest rates, credit, liquidity and other market changes.

(i) Foreign Currency Risk- A risk that the fair value or future value of the cash ows of an forex exposure will uctuate because
of changes in foreign exchange rates is de ned as Foreign Currency Risk. The Company's exposure to the risk of changes in
foreign exchange rates relates primarily to the Company's export, import and foreign currency loan/ derivatives operating
activities. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments
primarily to hedge foreign exchange exposure. The management monitors the foreign exchange uctuations on a
continuous basis.

(ii) Foreign currency sensitivity- The following table demonstrates the sensitivity to a reasonably possible change in USD and
Euro exchange rates, with all other variables held constant. The impact on the Company's pro t before tax is due to
changes in the fair value of monetary assets and liabilities. The Company's exposure to foreign currency changes for all
other currencies are not material.

143
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.54 Financial Risk Management Objectives and policies (Contd.)

Particulars As on As on
31.03.2025 31.03.2024

Foreign Currency (Payable) / Receivable (net) – EURO 1,941.96 1,753.19

Foreign Currency (Payable) / Receivable (net) - USD 2,076.67 (6,606.35)

Impact
- EURO/INR- Increase by 10% 194.20 175.32
- EURO/INR- Decrease by 10% (194.20) (175.32)
USD/INR- Increase by 10% 207.67 660.63
USD/INR- Decrease by 10% (207.67) (660.63)

E. Equity Price Risk - A risk that the fair value or future cash ows of a nancial instrument will uctuate because of changes in
equity prices (other than those arising from interest rate or foreign exchange rate risk), whether those changes are caused by
factors speci c to the individual nancial instruments or its issuer, or by factors affecting all similar nancial instruments traded in
the market is de ned as Equity Price Risk.

The Company generally invests in the equity shares of the Subsidiaries, Associates, Joint Ventures and some of the group
companies as part of the Company's overall business strategy and policy. The Company manages the equity price risk through
placing limits on individual and total equity investment in each of the subsidiaries and group companies based on the respective
business plan of each of the companies. The Company's investment in quoted equity instruments (other than above) is not
material. For sensitivity analysis of Company's investments in equity instruments, refer Note No. 1.04(Fair Value).

Note 1.55 Capital Management

The Company's objective when managing capital (de ned as net debt and equity) is to safeguard the Company's ability to continue as a
going concern in order to provide returns to shareholders and bene ts for other stakeholders, while protecting and strengthening the
Balance Sheet through the appropriate balance of debt and equity funding. The Company manages its capital structure and makes
adjustments to it, in taking into consideration the economic conditions and strategic objectives of the Company.

Note 1.56 Fair Value

Carrying amounts and Fair Value through Pro t & Loss (FVTPL) of nancial instruments, including their levels in the fair value hierarchy has
been mentioned in Note No. B (ix) and has been mentioned in Note No 1.04 and Note No 1.10. All the investments which have been fair
valued are classi ed under Level – 1 (Listed) & Level- 2 (Unlisted).

144
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.57 Financial Instruments
A. Accounting classi cation and Fair Value
31st March 2025 Carrying amount Fair value
FVTPL FVTOCI Amortised Total
Cost* Total Level 1 Level 2 Level 3
Financial Assets (Long Term)
- Investments - 75,393.54 - 75,393.54 555.80 74,837.74 - 75,393.54
- Bank Balances - - 1,157.91 1,157.91 - - 1,157.91 1,157.91
- Others - - 844.90 844.90 - - 844.90 844.90
Financial Assets (Short Term)
- Investments 8,259.22 - - 8,259.22 8,259.22 - - 8,259.22
- Trade Receivable - - 1,14,590.97 1,14,590.97 - - 1,14,590.97 1,14,590.97
- Cash and cash equivalents - - 3,527.17 3,527.17 - - 3,527.17 3,527.17
- Bank Balances & Others - - 15,226.26 15,226.26 - - 15,226.26 15,226.26
- Loans & Advances - - 984.56 984.56 - - 984.56 984.56
- Others - - 1,991.16 1,991.16 - - 1,991.16 1,991.16
Total 8,259.22 75,393.54 1,38,322.93 2,21,975.69 8,815.02 74,837.74 1,38,322.93 2,21,975.69

Financial liabilities (Long Term)

- Borrowings - - 32,903.58 32,903.58 - - 32,903.58 32,903.58
- Lease Liabilities - - 73.71 73.71 - - 73.71 73.71
Financial liabilities (Short Term)
- Borrowings - - 53,472.51 53,472.51 - - 53,472.51 53,472.51
- Lease Liabilities - - 687.28 687.28 - - 687.28 687.28
- Trade Payable - - 58,217.78 58,217.78 - - 58,217.78 58,217.78
- Other Financial Liabilities - - 2,679.94 2,679.94 - - 2,679.94 2,679.94

Total - - 1,48,034.80 1,48,034.80 - - 1,48,034.80 1,48,034.80

31st March 2024 Carrying amount Fair value

FVTPL FVTOCI Amortised Total
Cost* Total Level 1 Level 2 Level 3
Financial Assets (Long Term)
- Investments - 11,730.54 - 11,730.54 222.63 11,507.91 - 11,730.54
- Bank Balances - - 4,288.00 4,288.00 - - 4,288.00 4,288.00
- Others - - 796.41 796.41 - - 796.41 796.41
Financial Assets (Short Term)
- Investments 29,037.71 - - 29,037.71 29,037.71 - - 29,037.71
- Trade Receivable - - 88,247.54 88,247.54 - - 88,247.54 88,247.54
- Cash and cash equivalents - - 2,689.62 2,689.62 - - 2,689.62 2,689.62
- Bank Balances & Others - - 38,053.16 38,053.16 - - 38,053.16 38,053.16
- Loans & Advances - - 3,606.33 3,606.33 - - 3,606.33 3,606.33
- Others - - 2,764.86 2,764.86 - - 2,764.86 2,764.86
Total 29,037.71 11,730.54 1,40,445.92 1,81,214.17 29,260.34 11,507.91 1,40,445.92 1,81,214.17

Financial liabilities (Long Term)

- Borrowings - - 24,171.62 24,171.62 - - 24,171.62 24,171.62
- Lease Liabilities - - 100.65 100.65 - - 100.65 100.65
Financial liabilities (Short Term)
- Borrowings - - 38,800.15 38,800.15 - - 38,800.15 38,800.15
- Lease Liabilities - - 37.26 37.26 - - 37.26 37.26
- Trade Payable - - 67,550.54 67,550.54 - - 67,550.54 67,550.54
- Other Financial Liabilities - - 2,462.71 2,462.71 - - 2,462.71 2,462.71
Total - - 1,33,122.93 1,33,122.93 - - 1,33,122.93 1,33,122.93

* The carrying value and the fair value approximates.

145
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.57 Financial Instruments (Contd.)

B. Measurement of fair values

The table shown below analyses nancial instruments carried at fair value, by valuation method. The different levels have been
de ned below:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
C. Valuation techniques
The following methods and assumptions were used to estimate the fair values
1) Fair value of the cash and short term deposits, current loans and advances and other current nancial liabilities, short term
borrowing from banks and other nancial institutions and other similar items approximate their carrying value largely due to
short term maturities of these instruments.
2) Long-term receivables/borrowings are evaluated by the Company based on parameters such as interest rates, speci c
country risk factors, individual credit worthiness of the customer and the risk characteristics of the nanced project. Based on
this evaluation, allowances are taken into account for the expected credit losses of these receivables.
3) The fair value of unquoted instruments, loans from banks/ nancial institution and other nancial liabilities is estimated by
discounting future cash ows using rates currently available for debt of similar terms, credit risk and remaining maturities.

Note 1.58 Tax Expense

Particulars For the Year ended

st
31 March, 2025 31st March, 2024
a) Tax Expense
Current Tax
- Current tax on pro ts for the year 4,888.00 2,804.00
- Adjustments for current tax of prior periods 139.52 11.05
- Total current tax expense 5,027.52 2,815.05
Deferred Tax
- Decrease/(Increase) in Deferred Tax Assets (884.50) 4,922.24
- (Decrease)/Increase in Deferred Tax Liabilities 1,021.62 220.87
- Total Deferred Tax Expenses/(Bene t) 137.12 5,143.11
MAT Credit Entitlement 3,484.94 (1,357.00)
Tax Expense 8,649.58 6,601.16
b) Reconciliation of tax expenses and the accounting pro t multiplied by India's tax rate
Pro t before tax 25,862.84 17,870.17
Tax at the Indian Tax Rate 9,037.50 6,244.55
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
- Corporate Social Responsibility Expenditure 28.27 15.50
Tax effect of amounts which are deductible (non-taxable) in calculating taxable income
- Income from Investment (698.88) (34.76)
- Income from Rented Property (Net) (125.80) (109.23)
- MAT Credit/carry Forward Losses adjustment & Others (237.97) -
Tax effect of other adjustment
- Income from Investment 104.94 -
- Income Tax for Earlier Years 139.52 11.05
- Others 402.00 474.05
Tax Expense 8,649.58 6,601.16

146
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.59 Information about Segment Working is given below:

Particulars 2024-25 2023-24

Freight Car Infra Infra Total Freight Car Infra Infra Total
Division Rail & Green Electrical Division Rail & Green Electrical
Energy Energy
1 2 3 4 (1+2+3) 1 2 3 4 (1+2+3)
Revenue From Operation
Sale of Product and Services 3,41,156.54 43,069.24 36,563.48 4,20,789.26 2,73,802.89 52,723.94 22,337.85 3,48,864.68
Other Operating Revenue 1,702.23 762.26 144.20 2,608.69 1,196.29 - 226.04 1,422.33
Total 3,42,858.77 43,831.50 36,707.68 4,23,397.95 2,74,999.18 52,723.94 22,563.89 3,50,287.01
Result
Segment Result 25,388.60 (2,907.93) 4,443.92 26,924.59 21,362.94 (589.57) 2,391.84 23,165.21
Others (Net of Unallocated Expenses) 5,521.57 2,099.84
Operating Pro t/(Loss) 32,446.16 25,265.05
Interest Expense (9,424.13) (10,798.03)
Interest Income 2,840.81 3,403.15
Total Pro t/(Loss) before Tax 25,862.84 17,870.17
Provision for Current Tax (4,888.00) (2,804.00)
Provision for Deferred Tax (3,622.06) (3,786.11)
Income Tax for Earlier Year (139.52) (11.05)
Pro t/(Loss) from ordinary activities 17,213.26 11,269.01
Extra-ordinary items - -
Net Pro t/(Loss) 17,213.26 11,269.01
Other Information
Segment Assets 2,02,985.60 1,16,939.61 36,272.04 3,56,197.25 2,16,685.52 1,23,248.46 32,354.49 3,72,288.47
Unallocated Corporate Assets 83,652.76 41,709.67
Total Assets 4,39,850.01 4,13,998.14
Segment Liabilities 1,33,728.09 2,5,462.59 13,475.31 1,72,665.99 1,11,896.00 37,669.66 15,873.05 1,65,438.71
Unallocated Corporate Liabilities - -
Total Liabilities 1,72,665.99 1,65,438.71
Capital Expenditure 9,678.73 7,936.50
Depreciation 3,433.53 3,518.73
Non-Cash Expenses Other than 3,136.90 1,816.10
Depreciation

Note : The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been considered.

147
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Note 1.60 Disclosures as per Ind AS 115 "Revenue from contract with customer"

Class of Goods Sales Opening Closing

Stock Stock
Wagons 2024-25 3,18,712.12 3,362.48 512.81
2023-24 2,55,737.62 5,984.11 3,362.48
Rail EPC 2024-25 74,655.06 - -
2023-24 66,323.79 - -
Structurals 2024-25 2,116.51 375.58 -
2023-24 1,740.32 462.06 375.58
Bridges 2024-25 1,103.06 46.92
2023-24 2,616.91 15.81 46.92
Locomotive and its Components 2024-25 - - -
2023-24 581.00 - -
Site Fabrication and Erection 2024-25 1,758.08 - -
2023-24 3,980.94 - -
Steel Castings & Ingots (Including Draft Gear 4000 Sets) 2024-25 20,877.35 - 55.85
2023-24 17,177.33 - -
Power Tiller/Reaper 2024-25 - 3.13 -
2023-24 - 3.13 3.13
Ring Frames, Doublers and Worsted Ring Frames 2024-25 - 0.61 -
2023-24 - 0.61 0.61
Speed Frames 2024-25 - 0.39 -
2023-24 - 0.39 0.39
Other Sales 2024-25 1,567.08 - -
2023-24 706.77 - -
Add: Other Operating Revenue / Income 2024-25 2,608.69 - -
2023-24 1,422.33 - -

Total Operating Revenue / Income from Operations 2024-25 4,23,397.95 3,789.11 568.66
2023-24 3,50,287.01 6,466.11 3,789.11

148
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.61 Key Ratios:

Ratio Numerator Denominator 31st Mar, 31st Mar, % Variance Reason for Variance
2025 2024 (For changes more than 25%)

(a) Current Ratio Current Assets Current Liability 2.36 2.63 -10.58%

(b) Debt-Equity Ratio Total Debt Shareholder's Equity 0.32 0.26 22.76%
(Non-Current borrowing+Current
Borrowing)
(c) Debt Service Net Pro t after taxes+ Non-cash Debt service = 1.08 1.56 -31.05% Due to repayment of high
Coverage Ratio operating expenses (depreciation Interest & Lease cost debts.
and other amortizations) + Payments + Long
Finance Cost + other adjustments Term Loan
(loss on sale of PPE) Repayments

(d) Return on Equity Net Pro ts after taxes Average 6.68% 5.88% 13.46%
Ratio Shareholder's Equity

(e) Inventory turnover Sale of products Average Inventory 6.16 5.00 23.00%
Ratio (Revenue from operation)

(f ) Trade Receivables Sale of products Average Trade 4.17 4.20 -0.64%

turnover Ratio (Revenue from operation) Receivable
(g) Trade payables Cost of Goods sold Average Trade 5.74 4.75 20.81%
turnover Ratio (Material consumed+Changes in Payable
Inventory+Erection
Expenses+Power & Fuel
Expenses) Due to increase in Revenue
(h) Net capital Sale of products Working Capital 2.35 1.61 46.02% from Operation and reduction
turnover Ratio (Revenue from operation) in working capital.

Sale of products 4.07% 3.22% 26.37% Due to increase in Pro ts

(i) Net pro t Ratio Net Pro t after taxes
(Revenue from during the nancial year on
operation) account of increased
production and sales.
(j) Return on Capital Earning before interest & tax Capital Employed 9.05% 8.00% 13.01%
employed (Pro t before tax-interest (Share Capital+Other
income+interest expenses) Equity-Capital
Reserve +Total Debt+
Deferred Tax Liability)
(k) Return on Income generated from Average Investment 9.48% 6.60% 43.65% Due to increase in Income
investment. Investment generated from Investment
and closing Investment.

149
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

1.62 Additional Regulatory Information

1) Company has used the borrowings from banks and nancial institutions for the speci c purpose for which it has taken
at the balance sheet date.

2) No proceedings have been initiated or pending against the company for holding any benami property under the
Benami Transactions (Prohibition) Act,1988 (45 of 1988) and the rules made thereunder, and company has not been
declared as a willful defaulter by any bank or institution or other lender.
3) To the best of the information available, the company has not entered any transactions with companies struck off
under section 248 of the Companies Act, 2013 or section 560 of Companies Act,1956
4) Company is lling monthly statement of current assets in respect of its borrowings from banks and status of
agreement of quarter end statements with books are as under:

31st March 2025 Quarter-1 Quarter-2 Quarter-3 Quarter-4

Status In Agreement In Agreement In Agreement In Agreement
Reason of Material difference NA NA NA NA

5) There is no income surrendered or disclosed as income during the year in tax assessment under the Income Tax
Act,1961 (such as search or survey), that has not been recorded in the books of account.
6) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (“Funding Party”)
with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend
or invest in other persons or entities identi ed in any manner whatsoever by or on behalf of the ultimate bene ciaries.
7) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entity (“intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or
entities identi ed in any manner whatsoever by or on behalf of the Company (“Ultimate Bene ciaries”) or provide any
guarantee, security, or the like on behalf of the Ultimate Bene ciaries.
8) The Company has not traded or invested in crypto currency or virtual currency during the year.

150
 Corporate Overview Statutory Reports Financial Statements

Notes to Financial Statement

Note 1.63 Previous year's gures have been regrouped/ rearranged/ restated/ recast wherever necessary to con rm this
year's classi cation.
Note 1.64 Figures below `500/- have been omitted for rounding off, `500/- and above have been rounded off to
the next `1,000/-.

In terms of our Report of even date attached herewith.

For L. B. Jha & Co.

Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
th
Dated: 16 May, 2025 Company Secretary C.F.O [Link]

151
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes to Financial Statement

Statement containing salient features of the nancial statement of subsidiary as at 31.03.2025
Part "A": Subsidiaries
Name of Subsidiary Companies
Texmaco Panihati Belgharia
Texmaco Saira Asia Texmaco Texmaco Texmaco Rail Engineering Udyog Engineering
Nymwag Rail & Texmaco
West Rail Interiors Middle East Rail Systems Pvt. Pvt. Ltd.(Formerly Udyog Pvt. Ltd
SL N. Name of Subsidiary Company Components Pvt Transtrak
Limited Pvt Ltd DMCC Electrificati Ltd.
Ltd. (Formerly Pvt. Ltd. Known as Texmaco
(Formerly on Limited
Known as Engineering
Known as
Belur Udyog Pvt. Ltd)
Jindal Rail
Engineering Pvt. Infrastructure
Ltd) Ltd)
1 Reporting period for the subsidiary
concerned, if different from the holding
company's reporting period No No No No No No No No No
2 Reporting currency and Exchange rate
as on the last date of the relevant Financial
year in the case of foreign subsidiaries. NA NA NA Yes NA NA NA NA NA
3 Share Capital 19.61 6,972.04 3,639.91 11.91 1.00 4.00 8.00 3.00 1.00
4 Reserves & Surplus 6,394.09 30,036.52 (3,126.83) (45.71) (583.92) (2.59) (5.49) (1.72) (0.59)
5 Total Assets 11,268.01 74,825.37 1,542.90 60.91 18.01 1.58 2.66 1.43 0.56
6 Total Liabilities 4,854.32 37,816.81 1,029.81 94.71 600.93 0.17 0.15 0.15 0.15
7 Investments - 1,798.83 - - - - - - -
8 Turnover 5.80 92,453.25 180.58 - - - - - -
9 Pro t/Loss before Taxation (86.41) 12,890.57 (373.74) (45.96) (44.76) (0.77) (0.83) (0.37) (0.35)
10 Provision for Taxation - (3,260.59) - - 0.23 - - - -
11 Pro t/Loss after Taxation (86.41) 9,629.98 (373.74) (45.96) (44.53) (0.77) (0.83) (0.37) (0.35)
12 Proposed Dividend NIL NIL NIL NIL NIL NIL NIL NIL NIL
13 % of shareholding 51% 100% 51% 100% 84% 100% 51% 100% 100%

Statement Pursuant to Section 129 (3) of the Companies Act, 2013 related to Joint Ventures
Part "B": Associates and Joint Ventures
Name of Joint Ventures
Sl. N. Particulars Touax Texmaco Railcar Wabtec Texmaco Rail
Leasing Pvt. Ltd. Pvt. Ltd.
1 Latest audited Balance Sheet Date 31st March 2025 31st March 2025
(Audited) (Audited)
2 Shares of Associate/ Joint Ventures held by the company
on the year end Numbers 1,26,49,999 32,81,700
Amount of Investment in Joint Venture / Associate 1,265.00 328.17
Extent of Holding (in %) 50% 40%
3 Description of how there is signi cant in uence Holding more than 20% Holding more than 20%
4 Reason why the Joint Venture / Associate is not Consolidated N.A. N.A.
5 Net worth attributable to Shareholding
as per latest audited Balance Sheet 25,063.83 2,615.56
6 Pro t / Loss for the year 2,832.06 3,094.03
i. Considered in Consolidation 1,413.55 919.41
ii. Not Considered in Consolidation 1,418.51 2,174.62
1. Names of associates or joint ventures which are yet to commence operations. : NIL
2. Names of associates or joint ventures which have been liquidated or sold during the year : Texmaco Defence Systems Private Limited
In terms of our Report of even date attached herewith.
For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
Dated: 16th May, 2025 Company Secretary C.F.O [Link]
152
Consolidated
Financial
Statements
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Independent Auditor's Report

To
The Members of
TEXMACO RAIL & ENGINEERING LIMITED
Report on the Audit of the Consolidated Financial Basis for Opinion
Statements
2. We conducted our audit in accordance with
Opinion the Standards on Auditing (SAs) speci ed under
section 143(10) of the Companies Act, 2013. Our
1. We have audited the accompanying consolidated responsibilities under those Standards are further
n a n c i a l s t a t e m e n t s o f T E X M ACO R A I L & described in the Auditor's Responsibilities for the Audit
ENGINEERING LIMITED (hereinafter referred to as of the Consolidated Financial Statements section of
“the Holding Company”), its subsidiaries (the Holding our report. We are independent of the Group in
Company and its subsidiaries together referred to as accordance with the Code of Ethics issued by the
“the Group”) and its jointly controlled entities , which Institute of Chartered Accountants of India and we
comprise the Consolidated Balance Sheet as at have ful lled our other ethical responsibilities in
31st March, 2025, the Consolidated Statement of Pro t accordance with the provisions of the Companies Act,
and Loss including other comprehensive Income, the 2013. We believe that the audit evidence we have
Consolidated Cash Flow Statement, the Consolidated obtained along with the consideration of audit reports
Statement of Changes in Equity for the year then of the other auditors referred to in sub paragraph (a) of
ended, and notes to the consolidated nancial the “Other Matters” paragraph below, is sufficient and
statements including a summary of material appropriate to provide a basis for our opinion.
a cco u nt i n g p o l i c i e s a n d o t h e r ex p l a n ato r y
information (herein after referred to as “Consolidated Key Audit Matters
Financial Statements”).
3. Key Audit Matters are those matters that, in our
In our opinion and to the best of our information and professional judgment, were of most signi cance in
according to the explanations given to us and based our audit of the consolidated nancial statements of
on the consideration of reports of the other auditors the current period. These matters were addressed in
on separate nancial statements of the subsidiaries the context of our audit of the consolidated nancial
and jointly controlled entities referred to in the Other statements as a whole, and in forming our opinion
Matters paragraph, the aforesaid consolidated thereon, and we do not provide a separate opinion on
nancial statements give the information required by these matters. We have determined the matters
the Companies Act, 2013 (“the Act”) in the manner so
described below to be the key audit matters to be
required and give a true and fair view in conformity
communicated in our report.
with the accounting principles generally accepted in
India, of their consolidated state of affairs of the Group
as at March 31, 2025, of consolidated pro t (including
Other Comprehensive Loss), consolidated changes in
equity and its consolidated cash ows for the year
ended on that date.

154
 Corporate Overview Statutory Reports Financial Statements

Key Audit Matter Procedures Performed

Revenue Recognition for long term projects Our audit procedures included the following:
The Company's signi cant portion of business is undertaken l We evaluated the Company's accounting policies
through long term engineering, procurement and construction per taining to revenue recognition and assessed
contracts. Revenue from these contracts is recognized over a compliance with the policies in terms of Ind AS 115 -
period of time in accordance with the requirements of Ind AS Revenue from Contracts with Customers.
115, Revenue from Contracts with Customers. Due to the nature
l We identi ed and tested controls related to revenue
of the contracts, revenue recognition involves usage of
recognition and our audit procedure focused on
percentage of completion method which is determined based
determination of progress of completion, recording of
on proportion of contract costs incurred to date compared to
costs incurred and estimation of costs to complete the
estimated total contract costs, which involves signi cant
remaining contract obligations through inspection of
judgments, identi cation of contractual obligations and the
evidence of performance of these controls.
Company's rights to receive payments for performance
completed till date, changes in scope and consequential revised l We tested on a sample basis, and inspected the
contract price and recognition of the liability for loss making underlying customer contracts, performed retrospective
contracts/ onerous obligations. Accuracy of revenues and review of costs incurred with estimated costs to identify
onerous obligations, pro ts may deviate signi cantly on account signi cant variations and assessed whether those
of change in judgements and estimates. variations were considered in estimating the remaining
costs to complete and consequential determination of
stage of completion, which formed the basis of revenue
recognition under the input method. We reviewed the
management's evaluation process to recognize revenue
over a period of time, the status of completion for projects
and total cost estimates. We analysed the forecast of sample
contracts arising from contract modi cations and current
ongoing negotiations and settlements that may impair the
pro tability of such contracts as well as the collectability of
such contracts by reference to the recent credit review
assessment of the customer prepared by management.
l We inspected contracts with exceptions including
contracts with low or negative margins, loss making
contracts, contracts with signi cant changes in planned
cost estimates, probable penalties due to delay in contract
execution and signi cant overdue net receivable positions
for contracts with marginal or no movement to determine
the level of provisioning required.

We assessed that the contractual positions and revenue for the

year were presented and disclosed in the nancial statements.

Contingent Liabilities Principal Audit Procedures

The Company operates in a complex tax environment and is In assessing the exposure of the Company for the tax litigations,
required to discharge direct and indirect tax obligations under we have performed the following procedures:
various legislations such as Income Tax Act, 1961, the Finance l Obtained an understanding of the process laid down by the
Act, 1994, Goods and Services Tax Acts and VAT Acts of various management for performing their assessment taking into
states. consideration past legal precedents, changes in laws and
The tax authorities under these legislations have raised certain regulations, expert opinions obtained from external tax /
tax demands on the Company in respect of the past periods. The legal experts (as applicable);
Company has disputed such demands and has appealed against l Assessed the processes and entity level controls
them at appropriate forums. As at March 31, 2025 the Company established by the Company to ensure completeness of

155
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Key Audit Matter Procedures Performed

has an amount of ` 19,337.17 Lakhs involved in various pending information with respect to tax litigations;
tax litigations.
l Along with our tax experts, we undertook the following
Ind AS 37 requires the Company to perform an assessment of the procedures:
probability of economic out ow on account of such disputed tax
l Reading communications with relevant tax authorities
matters and determine whether any particular obligation needs
including notices, demands, orders, etc., relevant to the
to be recorded as a provision in the books of account or to be
ending litigations, as made available to us by the
disclosed as a contingent liability. Considering the signi cant
management;
degree of judgement applied by the management in making
such assessments and the resultant impact on the nancial l Testing the accuracy of disputed amounts from the
statements, we have considered it to be an area of signi cance for underlying communications received from tax authorities
our audit. and responses led by the Company;
l Considered the submissions made to appellate authorities
and expert opinions obtained by the Company from
external tax / legal experts (wherever applicable) which
form the basis for management's assessment;
l Assessed the positions taken by the management in the
light of the aforesaid information and based on the
examination of the matters by our tax experts.
l Read the disclosures included in the Financial Statements in
accordance with Ind AS 37.

Other Information Act, 2013 (hereinafter referred to as “the Act”) that give a
true and fair view of the consolidated nancial position,
4. The Company's Board of Directors is responsible for the
consolidated nancial performance including other
preparation of the other information. The other
comprehensive income, consolidated cash ows and
information comprises the information included in the
statement of changes in equity of the Group including its
Management Discussion and Analysis; Board's Report
jointly controlled entities in accordance with the
including Annexures to Board Repor t, Business
accounting principles generally accepted in India,
Responsibility Report, Corporate Governance and
including the Indian Accounting Standards prescribed
Shareholders' Information but does not include the
under Section 133 of the Act, read with Rules issued
consolidated nancial statements and our auditor's report
thereunder. The respective Board of Directors of the
thereon. The aforesaid documents are expected to be
companies included in the Group and of its jointly
made available to us after the date of this auditor's report.
controlled entities are responsible for maintenance of
5. Our opinion on the consolidated nancial statements does adequate accounting records in accordance with the
not cover the other information and we do not express any provisions of the Act for safeguarding the assets of the
form of assurance conclusion thereon. Group and of its jointly controlled entities and for
6. In connection with our audit of the consolidated nancial preventing and detecting frauds and other irregularities;
statements, our responsibility is to read the other the selection and application of appropriate accounting
information when it becomes available and, in doing so, policies; making judgments and estimates that are
consider whether the other information is materially reasonable and prudent; and the design, implementation
inconsistent with the consolidated nancial statements or and maintenance of adequate internal nancial controls,
our knowledge obtained in the audit, or otherwise appears that were operating effectively for ensuring the accuracy
to be materially misstated. and completeness of the accounting records, relevant to
the preparation and presentation of the nancial
7. When we read the aforesaid documents, if we conclude statements that give a true and fair view and are free from
that there is a material misstatement therein, we are material misstatement, whether due to fraud or error,
required to communicate the matter to those charged with which have been used for the purpose of preparation of
governance. the consolidated nancial statements by the Directors of
Management's Responsibility for the Consolidated the Holding Company, as aforesaid.
Financial Statements 9. In preparing the consolidated nancial statements, the
8. The Holding Company's Board of Directors is responsible respective Board of Directors of the companies included in
for the preparation of these consolidated nancial the Group including its associate and jointly controlled
statements in terms of the requirements of the Companies entities are responsible for assessing the ability of the

156
 Corporate Overview Statutory Reports Financial Statements

Group and its associate and jointly controlled entities to may cast signi cant doubt on the ability of the Group
continue as a going concern, disclosing, as applicable, and its jointly controlled entities to continue as a going
matters related to going concern and using the going concern. If we conclude that a material uncertainty
concern basis of accounting unless management either exists, we are required to draw attention in our auditor's
intends to liquidate the Group or to cease operations, or report to the related disclosures in the consolidated
has no realistic alternative but to do so. nancial statements or, if such disclosures are
10. The respective Board of Directors of the companies inadequate, to modify our opinion. Our conclusions are
included in the Group and its associate and jointly based on the audit evidence obtained up to the date of
controlled entities are responsible for overseeing the our auditor's report. However, future events or
nancial reporting process of the Group and of its associate conditions may cause the Group and its jointly
and jointly controlled entities. controlled entities to cease to continue as a going
concern.
Auditor's Responsibility for the Audit of the Consolidated
Financial Statements l Evaluate the overall presentation, structure and content
of the consolidated nancial statements, including the
11. Our objectives are to obtain reasonable assurance about disclosures, and whether the consolidated nancial
whether the consolidated nancial statements as a whole statements represent the underlying transactions and
are free from material misstatement, whether due to fraud events in a manner that achieves fair presentation.
or error, and to issue an auditor's report that includes our
l Obtain sufficient appropriate audit evidence regarding
opinion. Reasonable assurance is a high level of assurance,
the nancial information of the entities or business
but is not a guarantee that an audit conducted in
activities within the Group and its jointly controlled
accordance with SAs will always detect a material
entities to express an opinion on the consolidated
misstatement when it exists. Misstatements can arise from
nancial statements. We are responsible for the
fraud or error and are considered material if, individually or
direction, supervision and performance of the audit of
in the aggregate, they could reasonably be expected to
the nancial statements of such entities included in the
in uence the economic decisions of users taken on the
consolidated nancial statements of which we are the
basis of these consolidated nancial statements.
independent auditors. For the other entities included in
12. As part of an audit in accordance with SAs, we exercise the consolidated nancial statements, which have been
professional judgment and maintain professional audited by other auditors, such other auditors remain
skepticism throughout the audit. We also: responsible for the direction, supervision and
l Identify and assess the risks of material misstatement of performance of the audits carried out by them. We
the consolidated nancial statements, whether due to remain solely responsible for our audit opinion.
fraud or error, design and perform audit procedures 13. We communicate with those charged with governance of
responsive to those risks, and obtain audit evidence the Holding Company and such other entities included in
that is sufficient and appropriate to provide a basis for the consolidated nancial statements of which we are the
our opinion. The risk of not detecting a material independent auditors regarding, among other matters,
misstatement resulting from fraud is higher than for the planned scope and timing of the audit and signi cant
one resulting from error, as fraud may involve collusion, audit ndings, including any signi cant de ciencies in
forgery, intentional omissions, misrepresentations, or internal control that we identify during our audit.
the override of internal control.
14. We also provide those charged with governance with a
l Obtained an understanding of internal control relevant statement that we have complied with relevant ethical
to the audit in order to design audit procedures that are requirements regarding independence, and to
appropriate in the circumstances. Under Section 143(3) communicate with them all relationships and other
(i) of the Companies Act, 2013, we are also responsible matters that may reasonably be thought to bear on our
for expressing our opinion on whether the Group and independence, and where applicable, related safeguards.
its jointly controlled entities which are companies
15. From the matters communicated with those charged with
incorporated in India have adequate internal nancial
governance, we determine those matters that were of
co nt ro l s s ys te m i n p l a ce a n d t h e o p e rat i n g
most signi cance in the audit of the consolidated nancial
effectiveness of such controls.
statements of the current period and are therefore the key
l Evaluate the appropriateness of accounting policies audit matters. We describe these matters in our auditor's
used and the reasonableness of accounting estimates report unless law or regulation precludes public disclosure
and related disclosures made by management. about the matters or when we determine that a matter
l Conclude on the appropriateness of management's should not be communicated in our report because the
use of the going concern basis of accounting and, based adverse consequences of doing so would reasonably be
on the audit evidence obtained, whether a material expected to outweigh the public interest bene ts of such
uncertainty exists related to events or conditions that communication.
157
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

16. Materiality is the magnitude of misstatements in the belief were necessary for the purposes of our audit of the
consolidated nancial statements that, individually or in aforesaid consolidated nancial statements.
aggregate, makes it probable that the economic decisions
(b) In our opinion proper books of accounts as required by law
of a reasonably knowledgeable user of the nancial
relating to preparation of the aforesaid consolidated
statements may be in uenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope nancial statements have been kept so far as it appears
of our audit work and in evaluating the results of our work; from our examination of those books and the reports of
and (ii) to evaluate the effect of any identi ed the other auditors.
misstatements in the nancial statements. (c) The Consolidated Balance Sheet, the Consolidated
Other Matters Statement of Pro t and Loss (including O ther
Comprehensive Loss), the Consolidated Cash Flow
17. (a) The consolidated nancial statements include the
Statement and the Consolidated Statement of Changes in
unaudited nancial information of one subsidiary
Equity dealt with by this Report are in agreement with the
which is located outside India whose Financial
information re ect Group's share of total assets of relevant books of account maintained for the purpose of
` 60.91 lakhs as at March 31,2025, Group's share of preparation of the consolidated nancial statements.
total revenue of ` Nil, Group's share of net pro t/(loss) (d) Accounting Standards speci ed under Section 133 of the
after tax of ` (45.96) lakhs and total comprehensive Act, read with relevant Rules issued thereunder.
income/ (loss) of ` (45.71) lakhs for the year ended
March 31, 2025 respectively. The nancial information (e) On the basis of the written representations received from
has been prepared in accordance with accounting the directors of the Holding Company as on 31st March,
principles generally accepted in the respective 2025 taken on record by the Board of Directors of the
country This nancial information being not material Holding Company and the reports of the other statutory
is unaudited and has been furnished to us by the auditors of its subsidiary companies and its jointly
Management. The Company's Management has controlled entities, none of the directors of the Group's
converted the nancial statements of the subsidiary companies and its jointly controlled entities incorporated
st
located outside India from accounting principles in India is disquali ed as on 31 March, 2025 from being
generally accepted in their respective country to appointed as a director in terms of Section 164 (2) of the
accounting principles generally accepted in India and Act.
our opinion on the Statement, in so far as it relates to
the amounts and disclosures included in respect of (f ) With respect to the adequacy of the internal nancial
this subsidiary is based solely on such unaudited controls over nancial reporting and the operating
nancial information. effectiveness of such controls, refer to our separate report
in “Annexure A”, which is based on the auditor's report of
(b) The consolidated nancial statements also include the the parent, subsidiary companies and jointly controlled
Group's share of net pro t of ` 2,335.44 lakhs and total entities, which are companies incorporated in India.
comprehensive income of ` 2,332.90 lakhs for the year
ended March 31, 2025 as considered in the (g) With respect to the other matters to be included in the
consolidated nancial statements in respect of two Auditor's Report in accordance with the requirements of
jointly controlled entities, whose nancial statements section 197(16) of the Act, as amended:
have not been audited by us. These nancial According to the information and explanations given to us
statements have been audited by other auditors and the records of the Group examined by us, the total
whose reports have been furnished to us by the managerial remuneration paid as re ected in the nancial
Management and our opinion on these consolidated statements for the year ended 31st March 2025 is in
nancial statements, in so far as it relates to the accordance with the requisite approvals mandated by the
amount and disclosures included in respect of the provisions of section 197 read with Schedule V to the Act,
subsidiary and these jointly controlled entities are as applicable.
based solely on the reports of such other auditors.
(h) With respect to the other matters to be included in the
Our opinion on the consolidated Financial Statements Auditor's Report in accordance with Rule 11 of the
is not modi ed in respect of the above matters with Companies (Audit and Auditors) Rules, 2014, in our
respect to our reliance on the work done and the opinion and to the best of our information and according
reports of the other auditors. to the explanations given to us:
Report on Other Legal and Regulatory Requirements i. The consolidated nancial statements disclose the
18. As required by Section 143 (3) of the Act, we report that: impact of pending litigations on the consolidated
nancial position of the Group and its associate and
(a) We have sought and obtained all the information and jointly controlled entities – Refer Note 1.36 to the
explanations which to the best of our knowledge and

158
 Corporate Overview Statutory Reports Financial Statements

consolidated nancial statements. t h a t h a s c a u s e d u s t o b e l i e ve t h a t t h e

ii. The Group and its associate and jointly controlled representations under sub-clause (i) and (ii) of
entities did not have any material foreseeable losses Rule 11(e), as provided under (a) and (b) above,
on long-term contracts including derivative contracts. contain any material misstatement.

iii. There has been no delay in transferring amounts, v (a) The nal dividend proposed in the previous year,
required to be transferred, to the Investor Education declared and paid by the Company during the
and Protection Fund by the Holding Company, its year is in accordance with Section 123 of the Act,
subsidiary companies, its associate and jointly as applicable.
controlled entities companies incorporated in India. (b) The Company has neither declared nor paid any
iv (a) The Management has represented that, to the interim dividend during the year.
best of its knowledge and belief, no funds (which (c) The Board of Directors of the Company have
are material either individually or in the proposed nal dividend for the year which is
aggregate) have been advanced or loaned or subject to the approval of the members at the
invested (either from borrowed funds or share ensuing Annual General Meeting. The amount of
premium or any other sources or kind of funds) by dividend proposed is in accordance with section
the Company to or in any other person or entity, 123 of the Act, as applicable.
including foreign entity (“Intermediaries”), with (vi) Based on our examination, which included test
the understanding, whether recorded in writing checks and those performed by the other auditors of
or otherwise, that the Intermediary shall, whether, the jointly controlled entities which are companies
directly or indirectly lend or invest in other incorporated in India whose nancial statements
persons or entities identi ed in any manner have been audited under the Act, the Holding
whatsoever by or on behalf of the Company Company, its eight subsidiaries and two jointly
(“Ultimate Bene ciaries”) or provide any controlled entities have used accounting software for
guarantee, security or the like on behalf of the maintaining its books of accounts for the nancial
Ultimate Bene ciaries; year ended March 31, 2025. The software used by
(b) The Management has represented, that, to the Holding Company, its eight subsidiaries and two joint
best of its knowledge and belief, no funds (which controlled entities does have a feature of recording
are material either individually or in the audit trail (edit log) facility and the same has operated
aggregate) have been received by the Company throughout the year for all relevant transactions
from any person or entity, including foreign entity recorded in the software systems. Further, during the
(“Funding Parties”), with the understanding, course of our audit neither we nor the other auditors
whether recorded in writing or otherwise, that the have come across any instance of audit trail feature
Company shall, whether, directly or indirectly, being tampered with and the audit trail has been
lend or invest in other persons or entities preserved by the Company as per the statutory
identi ed in any manner whatsoever by or on requirements for record retention except in one of the
b e h a l f o f t h e Fu n d i n g Pa r t y ( “ U l t i m a te jointly controlled entities not audited by us, the other
Bene ciaries”) or provide any guarantee, security auditor has reported that the audit trail preserved by
or the like on behalf of the Ultimate Bene ciaries; the Company as per the statutory requirements for
(c) Based on the audit procedures that have been record retention except for the period from April' 2023
considered reasonable and appropriate in the to March' 2024.
circumstances, nothing has come to our notice

For L. B. Jha & Co.

Chartered Accountants
Firm Registration No: 301088E

(Ranjan Singh)
Place: Kolkata Partner
Date: 16.05.2025 Membership No. 305423
UDIN: 25305423BMNYXS4321

159
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

ANNEXURE –A TO THE INDEPENDENT AUDITOR'S REPORT To the members of TEXMACO RAIL & ENGINEERING LIMITED
[Referred to in paragraph 18(f) of the Auditors' Report of even date]

Report on the Internal Financial Control under Clause in India based on our audit. We conducted our audit in
(i) of Sub –section 3 of Section 143 of the Companies accordance with the “Guidance Note” and the
Act, 2013(“the Act”) Standard on Auditing, issued by ICAI and deemed to
be prescribed under section 143(10) of the Act, to the
1. We have audited the internal nancial controls over extent applicable. Those Standards and the Guidance
nancial reporting of TEXMACO RAIL & ENGINEERING Note require that we comply with ethical
LIMITED. (Hereinafter referred to as “the Holding requirements and plan and perform the audit to
Company”), its subsidiaries (the Holding Company obtain reasonable assurance about whether
and its subsidiaries together referred to as “the adequate internal nancial controls over nancial
Group”) and its jointly controlled entities, which are reporting was established and maintained and if such
companies incorporated in India as of 31st March 2025 controls operated effectively in all material respects.
in conjunction with our audit of the nancial
statements of the Company for the year ended on that 4. Our audit involves performing procedures to obtain
date. audit evidence about the adequacy of the internal
nancial controls system over nancial reporting and
Management's Responsibility for Internal Financial their operating effectiveness. Our audit of internal
Controls nancial controls over nancial reporting includes
obtaining an understanding of internal nancial
2. The respective Board of Directors of the of the control over nancial reporting, assessing the risk that
Holding Company, its subsidiary companies and its a material weakness exists, and testing and evaluating
jointly controlled entities, which are companies the design and operating effectiveness of internal
incorporated in India, are responsible for establishing controls based on the assessed risk. The procedure
and maintaining internal nancial control based on selected depends on the auditor's judgment,
the internal control over nancial reporting criteria including the assessment of the risk of material
established by the respective companies considering misstatement of the nancial statement, whether due
the essential components of internal control stated in to fraud or error.
the Guidance Note on Audit of Internal Financial
5. We believe that the audit evidence we have obtained
Controls over Financial Reporting (the “Guidance
and the audit evidence obtained by the other auditors
Note”) issued by the Institute of Char tered
of the subsidiary companies and its jointly controlled
Accountants of India (ICAI). These responsibilities
entities, which are companies incorporated in India, in
include the design, implementation and maintenance
terms of their reports referred to in the Other Matters
of adequate internal nancial controls that were
paragraph below, is sufficient and appropriate to
operating effectively for ensuring the orderly and
provide a basis for our audit opinion on the internal
efficient conduct of its business, including adherence
nancial controls system over nancial reporting the
to the respective company's policies, the
Company, its subsidiary companies and its jointly
safeguarding of its assets, the prevention and controlled entities which are companies incorporated
detection of frauds and errors, the accuracy and in India
completeness of the accounting records, and the
timely preparation of reliable nancial information, as Meaning of Internal Financial Control over Financial
required under the Act. Reporting

Auditors' Responsibility 6. A company's internal nancial control over nancial

reporting is a process designed to provide reasonable
3. Our responsibility is to express an opinion on the
assurance regarding the reliability of nancial
internal nancial controls over nancial reporting of
reporting and the preparation of nancial statement
the Holding Company, its subsidiaries and jointly
for external purposes in accordance with generally
controlled entities which are companies incorporated

160
 Corporate Overview Statutory Reports Financial Statements

accepted accounting principles. A company's internal Opinion

nancial control over nancial reporting includes
those policies and procedures that 8. In our opinion, to the best of our information and
according to the explanations given to us and based
1) pertain to the maintenance of the records that, in on the consideration of the other auditors referred to
reasonable detail, accurately and fairly re ect the in the Other Matters paragraph below, the Holding
transactions and dispositions of the assets of the Company its subsidiary companies and its jointly
company; controlled entities, which are companies incorporated
in India, have, in all material respect, an adequate
2) provide reasonable assurance that the
internal nancial controls system over nancial
transactions are recorded as necessary to permit
reporting and such internal nancial controls over
preparation of nancial statement in accordance
nancial reporting were operating effectively as at
with generally accepted accounting principles,
31st March 2025, based on the internal control over
and that receipts and expenditure of the
nancial reporting criteria established by the
company are being made only in accordance
respective companies considering the essential
with authorization of management and directors
components of internal control stated in the Guidance
of company; and
Note on Audit of Internal Financial Control Over
3) provide reasonable assurance regarding Financial Reporting, issued by ICAI.
prevention or timely detection of unauthorized
Other Matter
acquisition, use, or disposition of the company's
assets that could have a material effect on the 9. Our aforesaid reports under Section 143(3)(I) of the
nancial statement. Act on the adequacy and operating effectiveness of
the internal nancial controls over nancial reporting
Inherent Limitations of Internal Financial Control over
in so far as it relates to two jointly controlled entities,
Financial Reporting which are companies incorporated in India, is based
7. Because of inherent limitation of internal nancial solely on the corresponding reports of the auditors of
control over nancial reporting, including the such companies incorporated in India.
possibility of collusion or improper management
override of controls, material misstatements due to
errors or fraud may occur and not be detected. Also, For L. B. Jha & Co.
projections of any evaluations of the internal nancial Chartered Accountants
control over nancial reporting to future periods are Firm Registration No: 301088E
subject to the risk that the internal nancial control
over nancial reporting may become inadequate (Ranjan Singh)
because of changes in conditions, or that the degree Place: Kolkata Partner
Date: 16.05.2025 Membership No. 305423
of compliance with the policies or procedures may
UDIN: 25305423BMNYXS4321
deteriorate.

161
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Consolidated Balance Sheet as at 31st March, 2025

Particulars Note As at As at
No. 31.03.2025 31.03.2024
I ASSETS :
(1) Non-Current Assets
(a) Property, Plant & Equipment 1.01 88,341.44 42,830.61
(b) Right-of-Use Assets 1.02a 2,693.53 444.75
(c) Capital Work-in-Progress 1.02b 6,354.88 2,242.46
(d) Investment Property 1.02c 2,624.33 2,714.30
(e) Goodwill 1.03a 5,630.08 -
(f ) Other Intangible Assets 1.03b 41.05 28.77
(g) Intangible Assets Under Development 1.03c 235.35 -
(h) Financial Assets
(i) Investments 1.04 16,299.27 13,441.35
(ii) Bank Balance 1.05 1,157.91 4,288.00
(iii) Others 1.06 875.45 796.41
(i) Deferred Tax Assets (Net) 1.07 - 2,207.28
(j) Other Non Current Assets 1.08 1,185.95 1,889.92
1,25,439.24 70,883.85
(2) Current Assets
(a) Inventories 1.09 85,195.83 72,364.65
(b) Financial Assets
(i) Investments 1.10 8,259.22 29,037.71
(ii) Trade Receivables 1.11 1,36,656.77 88,168.13
(iii) Cash & Cash Equivalents 1.12 5,701.82 2,695.92
(iv) Bank balances other than (iii) above 1.13 15,350.99 38,053.16
(v) Loans 1.14 421.47 544.93
(vi) Others 1.14a 1,586.31 2,454.59
(c) Current Tax Assets (Net) 1.15 1,109.77 1,806.14
(d) Other Current Assets 1.16 1,03,973.87 1,12,486.63
3,58,256.05 3,47,611.86
TOTAL ASSETS 4,83,695.29 4,18,495.71
II EQUITY AND LIABILITIES:
(1) Equity
(a) Equity Share Capital 1.17 3,994.67 3,994.67
(b) Other Equity 1.18 2,75,726.91 2,49,301.05
Non-Controlling Interest 3,302.09 (264.13)
(2) Non-current Liabilities :
(a) Financial Liabilities
(i) Borrowings 1.19 35,606.00 24,171.62
(ii) Lease Liabilities 1.19a 1,505.13 100.65
(b) Provisions 1.20 1,205.84 897.82
(c) Deferred Tax Liabilities (Net) 1.07 1,024.59 -
(d) Other Non Current Liabilities 1.21 4,285.07 7,005.79
43,626.63 32,175.88
(3) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1.22 56,935.52 38,800.15
(ii) Lease Liabilities 1.22a 760.63 37.26
(iii) Trade Payables 1.23
(A) Total Outstanding Dues of Micro Enterprises and Small Enterprises 215.76 -
(B) Total Outstanding Dues of Creditors Other Than Micro Enterprises 63,662.97 67,576.07
and Small Enterprises
(iv) Other Financial Liabilities 1.24 3,151.71 2,456.49
(b) Other Current Liabilities 1.25 26,154.95 21,732.53
(c) Provisions 1.26 6,163.45 2,685.74
1,57,044.99 1,33,288.24
TOTAL EQUITY AND LIABILITIES 4,83,695.29 4,18,495.71
Material Accounting Policies & Notes B

Notes referred to above form an integral part of the Financial Statements

In terms of our Report of even date attached herewith.
For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh Directors

Partner [Link]
Membership No.305423 Utsav Parekh
F2/2, Gillander House Indrajit Mookerjee
8, Netaji Subhas Road Sudipta Mukherjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria [Link]
Dated: 16th May, 2025 Company Secretary C.F.O

162
 Corporate Overview Statutory Reports Financial Statements

Consolidated of Pro t and Loss for the year ended 31st March, 2025
( in Lakhs)
Particulars Note Year Ended Year Ended
No. 31.03.2025 31.03.2024
I Revenue From Operations 1.27 5,10,657.19 3,50,287.01
II Other Income 1.28 5,767.50 6,954.71
III Total Income 5,16,424.69 3,57,241.72

IV EXPENSES
Cost of Materials Consumed 1.29 3,85,698.45 2,68,008.31
Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 1.30 8,247.00 (1,451.00)
Employee Bene ts Expense 1.31 17,072.28 13,952.08
Finance Costs 1.32 13,718.48 13,266.90
Depreciation and Amortization Expenses 1.33 4,314.74 3,820.50
Other Expenses 1.34 52,913.13 43,425.75
Total Expenses 4,81,964.08 3,41,022.54
V Pro t/(loss) before tax 34,460.61 16,219.18
VI Exceptional items - -
VII Pro t/(loss) before tax 34,460.61 16,219.18
VIII Tax Expenses
(a) Current Tax 4,888.00 2,804.00
(b) MAT Credit Utilized / (Entitlement) 3,484.94 (1,357.00)
(c) Deferred Tax 3,397.48 5,142.97
(d) Income Tax Paid Related to Earlier Years 139.52 11.05
11,909.94 6,601.02
IX Pro t/(loss) for the period from continuing operations 22,550.67 9,618.16
X Pro t/(loss) for the period from JV/Associates 2,337.06 1,679.69
XI Pro t/(loss) for the year 24,887.73 11,297.85
XII Other comprehensive income 1.35
(a) Items that will not be reclassi ed to pro t or loss (69.51) 104.58
(b) Items that will be reclassi ed to pro t or loss 7.62 24.52
(61.89) 129.10
XIII Total Comprehensive Income for the period 24,825.84 11,426.95
XIV Pro t/(loss) for the period Attributable to: 24,887.73 11,297.85
Owners of the Parent 24,917.76 11,320.68
Non-Controlling Interest (30.03) (22.83)
XV Other Comprehensive Income Attributable to: (61.89) 129.10
Owners of the Parent (61.89) 129.10
Non-Controlling Interest - -
XVI Total Comprehensive Income Attributable to: 24,825.84 11,426.95
Owners of the Parent 24,855.87 11,449.78
Non-Controlling Interest (30.03) (22.83)
XVII Earnings per equity share (Face value of `1 each) 1.39
(a) Basic 6.24 3.29
(b) Diluted 6.21 3.29
Material Accounting Policies & Notes B

Notes referred to above form an integral part of the Financial Statements

In terms of our Report of even date attached herewith.
For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh Directors

Partner [Link]
Membership No.305423 Utsav Parekh
F2/2, Gillander House Indrajit Mookerjee
8, Netaji Subhas Road Sudipta Mukherjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria [Link]
th
Dated: 16 May, 2025 Company Secretary C.F.O

163
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Statement of Cash Flow for the year ended 31 March, 2025 st

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
A) Cash Flows from Operating Activities:
Net Pro t before Taxation & Exceptional Items 34,460.61 16,219.18
Adjustments for:
Depreciation & Amortization 4,314.74 3,820.50
Interest Paid 13,718.48 13,266.90
Bad Debt Written off 4,092.78 1,380.94
Property Plant & Equipments Written off 19.67 -
Provision and Excess Liabilities Written Back / Off (87.60) (5.45)
Interest Received (1,543.42) (2,012.79)
Income From Investments (31.36) (1.02)
Pro t on Sale Of Investments - Current (Net) (783.47) (170.30)
Gain on Fair Value of Bonds / Mutual Funds (681.47) (218.65)
Loss / (Pro t) on Sale of Property, Plant and Equipment (Net) (121.00) (19.71)
18,897.35 16,040.42
Operating Pro t before Working Capital Changes & Exceptional Items 53,357.96 32,259.60

(Increase) / Decrease in Trade & Other Receivables (43,032.37) (20,841.09)

(Increase) / Decrease in Inventories (12,831.18) (4,737.44)
Increase / (Decrease) in Trade Payables & Other Liabilities 2,271.63 1,739.84
(53,591.92) (23,838.69)
Cash generated from Operations (233.96) 8,420.91
Direct Taxes (Paid) / Received (4,423.81) 1,157.23
Cash Flow before Exceptional Items (4,657.77) 9,578.14
Exceptional Items - -
Net Cash generated from / (used in) Operating Activities (4,657.77) 9,578.14
B) Cash Flows From Investing Activities
Sale / (Purchase) of Property, Plant & Equipment (53,253.09) (8,212.62)
(Purchase) / Sale of Investments (Net) 16,224.32 (29,870.27)
Bank Deposits (Includes having original maturity more than three months) 25,832.26 (26,737.21 )
Interest Received 1,607.93 1,532.36
Dividend Received 31.36 1.02
Net Cash used in Investing Activities (9,557.22) (63,286.72)
C) Cash Flows From Financing Activities
Receipt / (Payment) of Long Term Borrowings 11,434.38 7,812.18
Receipt / (Payment) of Short Term Borrowings 18,135.38 (43,090.08)
Proceeds from Issue of Share Warrants 3,750.00 -
Increase in Share Capital - 775.97
Increase / (Decrease) in Securities Premium (313.46) 1,02,334.28
Repayment of Lease Liabilities (120.93 (262.35)
Interest Paid (13,674.31) (13,785.03)
Dividend Paid (1,997.79) (481.75)
Net Cash generated from Financing Activities 17,213.27 53,303.22
D Changes in Foreign Currency Translation arising from Foreign Operations 7.62 24.52
Net Increase / (Decrease) in Cash and Cash Equivalents 3,005.90 (380.84)
Cash and Cash Equivalents at the beginning of the period 2,695.92 3,076.76
Cash and Cash Equivalents at the end of the period 5,701.82 2,695.92
Note:
(1) Details of Cash and Equivalents as on
Balances with banks
Current Accounts 5,657.83 2,639.42
Cash on hand 43.99 56.50
5,701.82 2,695.92
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Ind AS 7 (Statement of Cash Flow)
Notes referred to above form an integral part of the Statement of Cash Flow

Movement for the year ended March 31, 2025

Particulars As at 31st March 2024 Net Cash Flow Others As at 31st March 2025
Long Term Borrowings
Term Loan 24,147.39 11,449.37 - 35,596.76
Car Loan 24.23 (14.99) - 9.24
Lease Liabilities 100.65 1,404.48 1,505.13
Short Term Borrowings
Cash Credit 31,606.06 16,091.55 - 47,697.61
Term Loan 7,160.11 1,607.38 - 8,767.49
Car Loan 33.98 (23.86) (0.01) 10.11
Inter-Corporate Deposits - 460.31 - 460.31
Lease Liabilities 37.26 (120.93) 844.30 760.63
Total 63,109.68 29,448.83 2,248.77 94,807.28
Note: The Company has disclosed Proceeds and Repayment of Borrowings on Net Basis in Cash Flow Statement
In terms of our Report of even date attached herewith.
For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E
Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
Dated: 16th May, 2025 Company Secretary C.F.O [Link]
164
 Corporate Overview Statutory Reports Financial Statements

Statement of Changes in Equity for the year ended 31 March, 2025 st

a. Equity Share Capital

Particulars Issued, Subscribed
Paid up Capital
Balance as at 01.04.2023 3,218.70
Add: Change in Equity Share Capital during the year 775.97
Balance as at 31.03.2024 3,994.67
Add: Change in Equity Share Capital during the year -
Balance as at 31.03.2025 3,994.67

b. Other Equity
Reserves and Surplus Other Comprehensive Income
Equity instruments/ Exchange
retained benefits/ differences on Money
Capital Revaluation Securities General Retained income in translating the received Total
Reserve Surplus Premium Reserve Earnings Associates and Joint financial against
Account Ventures through statements of share
other a foreign warrants
comprehensive operation
income
Balance as at 1st April, 2023 1,626.60 3,671.07 62,977.59 49,005.28 18,503.30 57.30 158.67 - 1,35,999.81
Pro t for the year - - - - 11,320.68 - - 11,320.68
Other Comprehensive Income for the year - - - - 99.27 24.52 123.79
Issue of Equity Shares under Rights Issue - - 1,04,122.67 - - - - 1,04,122.67
Adjustments for Rights Issue expenses - - (1,788.39) - - - - (1,788.39)
Dividend on Equity Shares - - - - (482.82) - - (482.82)
Remeasurement of the net de ned bene t plan - - 5.97 - - 5.97
Transfer to / from retained earnings - - - - 1.40 (1.40) - -
Transfer to / from General Reserve - - - 200.00 (200.00) - - -
Transfer to / from Retained Earnings for the Share
of other Comprehensive Income in
Associates & Joint Ventures - - - - (0.66) - - (0.66)
Balance as at 31st March, 2024 1,626.60 3,671.07 1,65,311.87 49,205.28 29,147.87 155.17 183.19 - 2,49,301.05
Pro t for the year - - - - 24,917.76 - - 24,917.76
Other Comprehensive Income for the year - - - - - (33.11) 7.62 - (25.49)
On Acquisition of a Subsidiary - - - - 622.16 - - 622.16
Adjustment of Goodwill in Business Combination (491.36) - - - - - - - (491.36)
Issue of Equity Shares under Rights Issue/
Preferential / QIP Allotment - - - - - - - 3,750.00 3,750.00
Adjustments for Rights Issue/Preferential/
QIP expenses - - (313.47) - - - - - (313.47)
Dividend on Equity Shares - - - - (1,997.34) - - - (1,997.34)
Remeasurement of the net de ned bene t plan - - - - (33.86) - - - (33.86)
Transfer to / from Retained Earnings for the
Share of other Comprehensive Income in
Associates & Joint Ventures - - - - (2.54) - - - (2.54)
Transfer to / from General Reserve - - - 200.00 (200.00) - - -
Balance as at 31st March, 2025 1,135.24 3,671.07 1,64,998.40 49,405.28 51,831.89 744.22 190.81 3,750.00 2,75,726.91

Notes referred to above form an integral part of the Balance Sheet

In terms of our Report of even date attached herewith.
For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2 Gillander House Utsav Parekh
8, Netaji Subhash Road Indrajit Mookerjee
Kolkata-700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
Dated 16th May,2025 Company Secretary C.F.O [Link]

165
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

A. CORPORATE INFORMATION contingent liabilities on the date of the Financial
Texmaco Rail & Engineering Limited, ("the Holding Statements and reported amounts of revenues and
Company") incorporated on 25th June 1998 has its expenses for the year.
Registered Office at Belgharia, Kolkata 700056. The Estimates and underlying assumptions are reviewed on
Company is listed on the National Stock Exchange of an ongoing basis. Revisions to accounting estimates
India Limited and Bombay Stock Exchange Limited. are recognized in the period in which the estimates are
The Holding Company and its subsidiaries are engaged revised and future periods are affected.
in the manufacturing, selling and providing service for Key sources of estimation of uncertainty at the date of
Rail and Rail related products. The Company the nancial statements, which may cause a material
manufactures a diverse range of products. adjustment to the carrying amounts of assets and
liabilities within the next nancial year, is in respect of
B. MATERIAL ACCOUNTING POLICIES
impairment of investments, useful lives of property,
(i) Statement of Compliance plant and equipment, valuation of deferred tax assets,
These nancial statements have been prepared in provisions and contingent liabilities and fair value
accordance with Ind AS prescribed under Section 133 measurement of nancial instruments have been
of the Companies Act read with Companies (Indian discussed below. Key source of estimation of
Accounting Standards) Rules as amended from time to uncertainty in respect of revenue recognition and
time. employee bene ts have been discussed in their
(ii) Basis of Accounting respective policies.
These nancial statements have been prepared on the Useful lives of property, plant and equipment
historical cost basis, except for certain nancial The Company reviews the useful life of property, plant
instruments and de ned bene ts plans which are and equipment at the end of each reporting period.
measured at fair values at the end of each reporting This reassessment may result in change in depreciation
period. Historical cost is generally based on the value of expense in future periods.
the consideration given in exchange for goods and Valuation of deferred tax assets
services. Fair value is the price that would be received to
The Company reviews the carrying amount of deferred
sell an asset or paid to transfer a liability in an orderly
tax assets at the end of each year. The policy has been
transaction between market participants at the
explained under note B (xxi).
measurement date.
The Functional currency of the Company in Indian (iv) Property, plant and equipment
Rupees. These Financial Information are presented in Property, plant and equipment are carried at the cost of
Indian Rupees. All amounts have been rounded off to acquisition/revalued amount or construction less
the nearest Lakhs and rounded off to two decimals accumulated depreciation. Costs directly attributable
except for Earnings Per Share and where mentioned to acquisition are capitalized until the property, plant
otherwise. and equipment are ready for use, as intended by
All the assets and liabilities have been classi ed as management.
current and non-current as per the company's normal Depreciation has been provided on straight line
operating cycle and criteria set out in schedule III method in accordance with the life of the respective
(Division II) of the Companies Act 2013. assets as prescribed in Schedule II of the Companies
The Company has ascertained it's operating cycle as 12 Act, 2013 except certain assets for which useful life of
months for the purpose of current and non- current assets has been ascertained based on report of
classi cation of assets and liabilities. technical experts. All assets costing ₹ 5,000 or below are
fully depreciated in the year of addition.
(iii) Use of Estimates
The Company, based on technical assessment made by
The preparation of the Financial Statements in technical exper t and management estimate,
conformity with IND AS requires the management to depreciates Building and Plant & Equipment over
make estimates, judgments and assumptions. These estimated useful lives which are different from the
estimates, judgment and assumptions affect the useful life prescribed in Schedule II to the Companies
application of accounting policies and the reported Act, 2013. The Management believes that these
amount of Assets and Liabilities and disclosure of estimated useful lives are realistic and re ect fair

166
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

approximation of the period over which the assets are accounted for on a prospective basis. Intangible assets
likely to be used. The estimated useful lives and residual with inde nite useful lives that are acquired separately
value are reviewed at the end of each reporting period, are carried at cost less accumulated impairment losses.
with the effect of any change in estimate accounted for Intangible assets are amortized on Straight Line Basis
on a prospective basis. The estimated useful lives are as over a period of 3 to 6 years.
mentioned below: (vi) Impairment of Non-Financial Assets
l Buildings (Site Office) 3 years The Group assesses at each reporting date whether
l Buildings/Investment Property 30 to 60 years there is an indication that an asset may be impaired. If
l Roads 5 to 10 years any indication exists, or when annual impairment
testing for an asset is required, the Group estimates the
l Railway Sidings 15 to 30 years
asset's recoverable amount. An asset's recoverable
l Electrical Machinery 10 to 20 years amount is the higher of an asset's or cash-generating
l Plant & Equipment 5 to 17 years unit's (CGU) fair value less costs of disposal and its value
l Furniture 10 years in use. The recoverable amount is determined for an
l Office Equipment 5 years individual asset, unless the asset does not generate
l Computers 3 years cash in ows that are largely independent of those from
l Motor Vehicles 8 years other assets or groups of assets. Where the carrying
amount of an asset or CGU exceeds its recoverable
l Intangible Assets (Software) 3 to 6 years
amount, the asset is considered impaired and is written
Capital work-in-progress down to its recoverable amount. In assessing value in
use, the estimated future cash ows are discounted to
Capital work-in-progress / Intangible assets under their present value using a pre-tax discount rate that
development are carried at cost, comprising direct cost, re ects current market assessments of the time value of
related incidental expenses and attributable borrowing money and the risks speci c to the asset. In determining
cost. Advances paid towards the acquisition of property, net selling price, recent market transactions are taken
plant and equipment outstanding at each Balance Sheet into account, if available. If no such transactions can be
date is classi ed as Capital Advances. identi ed, an appropriate valuation model is used.
Investment Properties (vii) Derivative Financial Instrument
The Company enters into derivative nancial
Properties that are held for - long term rental yields or for
instruments to manage its exposure to foreign
capital appreciation or both, and that is not occupied by
exchange rate risks, including foreign exchange
the Company, is classi ed as investment property.
forward contracts. The Company holds derivative
Investment property is measured initially at its cost,
nancial instruments such as foreign exchange forward
including related transaction costs and where
contracts to mitigate the risk of changes in exchange
applicable borrowing costs. Subsequent expenditure is
rates on foreign currency exposures. The counter party
capitalised to the asset's carrying amount only when it is
for these contracts is generally a bank.
probable that future economic bene ts associated with
expenditure will ow to the Company and the cost of the Derivatives are initially recognized at fair value at the
item can be measured reliably. All other repairs and date the derivative contracts are entered into and are
maintenance costs are expensed when incurred. When subsequently remeasured to their fair value at the end
part of an investment property is replaced, the carrying of each reporting period. The resulting gain or loss is
amount of the replaced part is derecognised. recognized to statement pro t or loss immediately.
(viii) Financial Instrument
(v) Intangible Assets
The Company recognizes nancial assets and nancial
Intangible Assets are recorded at the consideration liabilities when it becomes a party to the contractual
paid for acquisition less accumulated amortization and provisions of the instrument. All nancial assets and
accumulated impairment, if any, Amortization is liabilities are recognized at fair value on initial
recognized at Straight Line Basis over their estimated recognition, except for trade receivables which are
useful life. The estimated useful life and amortization initially measured at transaction price. Transaction costs
method are reviewed at the end of each reporting that are directly attributable to the acquisition or issue
period, with the effect of any changes in estimate being of nancial assets and nancial liabilities, that are not

167
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

measured at fair value through pro t or loss, are added/
deducted to the fair value on initial recognition. g) Offsetting Financial Instruments
All recognized nancial assets are subsequently Financial assets and liabilities are offset, and the net
measured in their entirety at either amortized cost or fair amount is included in the Balance Sheet where
value, depending on the classi cation of the nancial there is a legally enforceable right to offset the
assets. recognized amounts and there is an intention to
(a) Financial assets carried at amortized cost settle on a net basis or realize the asset and settle
A Financial asset is subsequently measured at the liability simultaneously.
amortized cost if it is held within a business model (ix) Measurement of Fair Values
whose objective is to hold the asset in order to Certain accounting policies and disclosures of the
collect contractual cash ows and the contractual Company require the measurement of fair values, for
terms of the nancial asset give rise on speci ed both nancial and non- nancial assets and liabilities. The
dates to cash ows that are solely payments of Company has an established control framework with
principal and interest on the principal amount respect to the measurement of fair values.
outstanding.
Fair Values are categorized into different levels in a fair
b) Investment in Equity Instruments at fair value
value hierarchy based on the inputs used in the valuation
through other comprehensive income
techniques as follows:
Equity investments are initially measured at fair
l Level 1: quoted prices (unadjusted) in active
value plus transaction costs. Subsequently, they
markets for identical assets or liabilities.
are measured at fair value with gains and losses
arising from changes in fair value recognized in l Level 2: inputs other than quoted prices included in
other comprehensive income and accumulated in Level 1 that are observable for the asset or liability,
the 'Reserve for equity instruments through other either directly (i.e. as prices) or indirectly (i.e. derived
comprehensive income'. from prices).
c) Financial assets at fair value through pro t or loss l Level 3: inputs for the asset or liability that are not
A nancial asset which is not classi ed in any of the based on observable market data (unobservable
above categories is subsequently fair valued inputs).
through pro t or loss. When measuring the fair value of an asset or liability, the
d) Financial liabilities company uses observable market data as far as
Financial liabilities are subsequently carried at possible. If the inputs used to measure the fair value of an
amortized cost using the effective interest method. asset or a liability fall into a different level of the fair value
For trade and other payables maturing within one hierarchy, then the fair value measurement is
year from the Balance Sheet date, the carrying categorized in its entirety in the same level of the fair
amounts approximate fair value due to the short value hierarchy as the lowest level input that is
maturity of these instruments. signi cant to the entire measurement.
e) Investment in Subsidiaries and Joint Ventures (x) Revenue Recognition
Investment in Subsidiaries and Joint Ventures are Sales revenue is measured at fair value of the
carried at cost in the Financial Statements. consideration received or receivable and stated at net of
f) Impairment GST, trade discounts, rebates but includes excise duty.
The Company assesses at each reporting date Income from services is recognized as the services are
whether a nancial asset (or a group of nancial rendered based on agreement/arrangement with the
assets) such as investments, trade receivables, concerned parties. Export incentives, certain insurance
advances and security deposits held at amortized and other claims, where quantum of accruals cannot be
cost and nancial assets that are measured at fair ascertained with reasonable certainty, are accounted on
value through other comprehensive income are acceptance basis.
tested for impairment based on evidence or
information that is available without undue cost or a. Revenue from Operations
effort. Expected credit losses are assessed and loss Revenue from the sale of goods is recognized when
allowances recognized if the credit quality of the the goods are delivered and titles have been passed,
nancial asset has deteriorated signi cantly since at which time all the following conditions are
initial recognition. satis ed:

168
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

l the Company has transferred to the buyer the circumstance. Payment terms agreed with a
signi cant risks and rewards of ownership of the customer are as per business practice and the
goods; nancing component, if signi cant, is separated
l the Company retains neither continuing from the transaction price.
managerial involvement to the degree usually
associated with ownership not effective control Signi cant judgements are used in:
over the goods sold; 1. Determining the revenue to be recognised in case of
l the amount of revenue can be measured reliably; performance obligation satis ed over a period of
l it is probable that the economic bene ts time, revenue recognition is done by measuring the
associated with the transaction will ow to the progress towards complete satisfaction of
Company; performance obligation.
l the costs incurred or to be incurred in respect of 2. Determining the expected losses, which are
the transaction can be measured reliably. recognised in the period in which such losses
l Rent Income/Lease Rentals become probable based on the expected total
b. Revenue from construction contracts contract cost as at the reporting date.
Revenue from contract with customers is recognised 3. Determining the method to be applied to arrive at
when a performance obligation is satis ed by the variable consideration requiring an adjustment
transferred of promised goods or services to a to the price.
customer.
For contracts where the aggregate of contract cost
For performance obligation satis ed over time, the incurred to-date plus recognised pro ts (or minus
revenue recognition is done by measuring the recognised losses as the case may be) exceeds the
progress towards complete satisfaction of progress billing, the surplus is shown as contract
performance obligation. assets and termed as “unbilled revenue”. For
The progress is measured in terms of a proportion of contracts where the progress billing exceeds the
actual cost incurred to date, to the total estimated aggregate of contract cost incurred to-date plus
cost attributable to the performance obligation. recognised pro ts (or minus recognised losses as the
case may be), the surplus is shown as contract
The company transfers controls of a goods or service
liability and termed as “Advances from customer”.
over time and therefore satis es a performance
The amounts billed on the customer for work
obligation and recognise revenue over a period of performed and are unconditionally due for payment
time if one of following criteria is met: i.e only passage of time is required before payment
(i) The customer simultaneously consumes the falls due, are disclosed in the Balance Sheet as trade
bene ts of Company's performance or receivables. The amount of retention money held by
(ii) The customer controls the assets as it is customers pending completion of performance
being created/enhanced by the company's milestone is disclosed as part of contract asset and is
performance or classi ed as trade receivables when it became due
(iii) There is no alternative use of assets and the for payment.
company has either explicit or implicit rights of I mpair ment loss (ter med as provision for
payment considering legal precedents. impairment loss in nancial statement) is recognised
Transaction price is the amount of consideration to in the statement of Pro t & Loss to the extent the
carrying amount of the contract assets exceeds the
which company expects to be entitled in exchange
remaining performance obligations (after deducting
for transferring goods or services to a customer. The
the costs that relate directly to ful l such remaining
company includes Variable consideration as part of
performance obligations).
transaction price when there is basis to reasonably
estimate the amount of the variable consideration c. Other Income
and when it is probable that a signi cant reversal of Other income comprises of primarily of Interest
cumulative revenue recognised will not occur when Income, Dividend Income, Gain/ (Loss) on sale of
the uncertainty associated with the variable Investments, Rental Income and Claims (if any).
consideration is resolved. Variable consideration is Interest Income from a nancial asset is recognized
estimated using the expected value method or most when it is probable that the economic bene ts will
likely amount as appropriate in a given ow to the Company and the amount of income can
169
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

be measured reliably. Interest income is accrued on a exemption stipulate that the Company shall make
time basis, by reference to the principal outstanding good de ciency, if any, in the interest rate declared
and at the effective interest rate applicable, which is by the trust vis-a-vis interest rate declared by the
the rate that exactly discounts estimated future cash Employees' Provident Fund Organisation.
receipts through the expected life of the nancial c. De ned bene t retirement bene ts:
asset to the asset's net carrying amount on initial
The cost of providing de ned bene t retirement
recognition.
bene ts are determined using the projected unit
Dividend Income is recognized as and when right to credit method, with independent actuarial
receive payment is established provided, which is valuations being carried out at the end of each
generally after the shareholders approves it in the reporting period. The Company provides gratuity to
Annual General Meeting. its employees.
Gain/ (Loss) on sale of Current/ Non-Current Remeasurement, comprising actuarial gains and
Investments are recognized at the time of losses, return on plan assets excluding amounts
redemption/ Sale and at Fair value at each reporting included in net interest on the net bene t liability
period. (asset) and any change in the effect of the asset
Rent Income/Lease rentals are recognized on accrual ceiling (if applicable) are recognized in the balance
basis in accordance with the terms of agreements. sheet with a charge or credit recognized in other
comprehensive income in the period in which they
Insurance and other claims are accounted for as and o cc u r. R e m e a s u re m e n t re co gn i ze d i n t h e
when admitted by the appropriate authorities in comprehensive income are not reclassi ed to the
view of uncertainty involved in ascertainment of statement of pro t and loss but recognized directly
nal claim. in the retained earnings. Past service costs are
(xi) Employee Bene ts recognized in the statement of pro t and loss in the
period in which the amendment to plan occurs. Net
The Company's contribution to provident fund, pension
interest is calculated by applying the discount rate to
fund, employees' state insurance scheme and super-
the net de ned liability or asset at the beginning of
annuation fund are charged on accrual basis to
the period, taking into account of any changes in the
Statement of Pro t & Loss.
net de ned bene t liability (asset) during the period
a. Short term bene ts: as a result of contribution and bene t payments.
Short term employee bene ts are recognized as an De ned bene t costs which are recognized in the
expense at the undiscounted amount in the statement of pro t and loss are categorized as
statement of pro t and loss of the year in which the follows
related service is rendered. - Service cost (including current service cost, past
b. De ned contribution retirement bene ts: service cost as well as gains and losses on
Payments to de ned contribution retirement curtailments and settlements); and
bene ts are recognized as an expense when - Net interest expense or income; and
employees have rendered services entitling them to The retirement bene t obligation recognized in the
the contributions. De ned contribution plans are standalone Balance Sheet represents the actual
those plans where the Company pays xed de cit or surplus in the Company's de ned bene t
contributions to funds/schemes managed by plans. Any surplus resulting from this calculation is
independent trusts or authority. Contributions are limited to the present value of any economic bene ts
paid in return for services rendered by the available in the form of refunds from the plans or
employees during the year. The Company has no reduction in future contributions to the plans.
legal or constructive obligation to pay further The liability for termination bene t is recognized at
contributions if the fund/scheme does not hold the earlier of when the entity can no longer withdraw
sufficient assets to pay/extend employee bene ts. the offer of the termination bene t and when the
The Company provides Provident Fund facility to all entity recognizes any related restructuring costs.
employees. The contributions are expensed as they
d. Voluntary Retirement Scheme Bene ts
are incurred in line with the treatment of wages and
salaries. The Company's Provident Fund is exempted Voluntar y retirement scheme bene ts are
under section17 of Employees' Provident Fund and recognized as an expense in the year they are
Miscellaneous Provision Act, 1952. Conditions for incurred.

170
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

(xii) Custom Duty& Goods & Service Tax (GST) include the exercise price of a purchase option
GST Credit availed on Raw materials, Stores and Capital reasonably certain to be exercised by the company
Goods are reduced from the cost of the Respective and payments of penalties for terminating the lease,
Goods. if the lease term re ects the company exercising the
option to terminate. Variable lease payments that
(xiii) Research and Development
do not depend on an index or a rate are recognised
Research and Development expenditures of revenue as expenses (unless they are incurred to produce
nature are charged to Pro t & Loss Account, while capital inventories) in the period in which the event or
expenditure is added to the cost of xed assets in the condition that triggers the payment occurs.
year in which these are incurred.
In calculating the present value of lease payments,
(xiv) Valuation of Inventories the Company uses its incremental borrowing rate at
Raw materials, work-in-progress and nished products the lease commencement date because the interest
are valued at lower of cost and net realisable value after rate implicit in the lease is not readily determinable.
providing for obsolescence and other losses, where After the commencement date, the amount of lease
considered necessary. Cost includes purchase price and liabilities is increased to re ect the accretion of
all other costs incurred in bringing the inventories to interest and reduced for the lease payments made.
their present location and condition. Cost are assigned In addition, the carrying amount of lease liabilities is
to individual items of inventory on weighted average remeasured if there is a modi cation, a change in
basis. the lease term, a change in the lease payments (e.g.,
Stores and Spares are valued on the "weighted average" changes to future payments resulting from a
basis. change in an index or rate used to determine such
lease payments) or a change in the assessment of an
(xv) Lease
option to purchase the underlying asset.
a. Where the Company is the lessee b. Where the Company is the lessor
Right-of-use assets
Assets subject to operating leases are included in
The Company recognises right-of-use assets at the xed assets. Lease income is recognized in the
commencement date of the lease (i.e., the date the statement of pro t and loss on a straight-line basis
underlying asset is available for use). Right-of-use over the lease term. Costs, including depreciation
assets are measured at cost, less any accumulated are recognized as an expense in the statement of
depreciation and impairment losses, and adjusted Pro t & Loss. Initial direct costs such as legal costs,
for any remeasurement of lease liabilities. The cost brokerage costs, etc. are recognized immediately in
of right-of-use assets includes the present value of the statement of Pro t & Loss.
lease payments to be made over the lease term,
initial direct costs incurred, and lease payments Assets given under a nance lease are recognized as
made at or before the commencement date less any a receivable at an amount equal to the net
lease incentives received. Right-of-use assets are investment in the lease. Lease income is recognized
depreciated on a straight-line basis over the lease over the period of the lease so as to yield a constant
agreement period of underlying assets. rate of return on the net investment in the lease.
Initial direct costs relating to assets given on nance
If ownership of the leased asset transfers to the
leases are charged to Statement of Pro t and Loss.
company at the end of the lease term or the cost
re ects the exercise of a purchase option, (xvi) Foreign Currency Transactions and Exchange
depreciation is calculated using the estimated Differences
useful life of the asset.
Transactions in currencies other than entity's
Lease Liabilities functional currency (spot rates) are recorded at the
At the commencement date of the lease, the rates of exchange prevailing on the date of the
Company recognises lease liabilities measured at transaction. Monetary assets and liabilities
the present value of lease payments to be made denominated in foreign currencies (other than
over the lease term. The lease payments include derivative contracts) remaining unsettled at the
xed payments (including in substance xed end of the each reporting period are premeasured
payments) less any lease incentives receivable, at the rates of exchange prevailing at that date.
variable lease payments that depend on an index or Exchange difference on monetary items are
a rate, and amounts expected to be paid under recognized in the statement of Pro t & Loss in the
residual value guarantees. The lease payments also period in which they arise. Non-monetary items

171
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

carried at historical cost are translated using reliable estimate of the amount of the obligation
exchange rates at the dates of the initial transaction. cannot be made. Contingent liabilities are disclosed
and not recognized. In the normal course of
(xvii) Provisions, Contingent Liabilities and Contingent
business, contingent liabilities may arise from
Assets
litigation and other claims against the Company.
a. Provisions & Warranties Guarantees are also provided in the normal course
Provisions are recognized when the Company has a of business. There are certain obligations which
present obligation (legal or constructive) as a result management has concluded, based on all available
of past event, it is probable that the Company will be facts and circumstances, are no probable of
required to settle the obligation, and a reliable payment or are very difficult to quantify reliably, and
estimate can be made of the amount of the such obligations are treated as contingent liabilities
obligation. and disclosed in the notes but are not re ected as
liabilities in the standalone nancial statements.
The amount recognized as a provision is the best
Although there can be no assurance regarding the
estimate of the consideration required to settle the
nal outcome of the legal proceedings in which the
present obligation at the end of the reporting
Company is involved, it is not expected that such
period, tak ing into account the risks and
contingencies will have a material effect on its
uncertainties surrounding the obligation. When a
nancial position or pro tability.
provision is measured using the cash ows
estimated to settle the present obligation, its d. Contingent Assets
carrying amount is the present value of those cash Contingent Assets are neither recognized nor
ows (when the effect of the time value of money is disclosed except when realization of income is
material). virtually certain.
When some or all of the economic bene ts required (xviii) Cash & Cash Equivalents
to settle a provision are expected to be recovered The Company considers all highly liquid nancial
from a third party, a receivable is recognized as an instruments, which are readily convertible into known
asset if it is virtually certain that reimbursement will amount of cash that are subject to an insigni cant risk of
be received and the amount of the receivable can be change in value and having original maturities of less
measured reliable. than three months or less from the date of purchase, to
Provisions for the expected cost of warranty be cash equivalents. Cash and cash equivalents consist
obligations under local sale of goods legislation are of balance with banks which are unrestricted for
recognise at the date of sale of the relevant withdrawal and usage.
products, at the management's best estimate of the (xix) Borrowing Cost
expenditure -required to settle the Company's Borrowing costs directly attributable to the acquisition,
warranty obligation. construction or production of qualifying assets, which
b. Onerous contracts are assets that necessarily take a substantial period of
An onerous contract is considered to exist where the time to get ready for their intended use or sale, are added
Company has a contrac t under which the to the cost of those assets, until such time as the assets
unavoidable costs of meeting the obligations under are substantially ready for their intended use.
the contract exceed the economic bene ts (xx) Segment Reporting
expected to be received from the contract. Present a) Based on the organizational structures and its
obligation arising under onerous contracts are Financial Reporting System, the Company has
recognized and measured as provisions. classi ed its operation into three business
c. Contingent liabilities segments namely Heavy Engineering Division and
Contingent liability is a possible obligation that Steel Foundry Division and Rail EPC.
arises from past events and the existence of which b) Revenue and expenses have been identi ed to
will be con rmed only by the occurrence or non- segments on the basis of their relationship to the
occurrence of one or more uncertain future events operating activities of the segment. Revenue and
not wholly within the control of the Company; or is a expenses which are related to the enterprise as a
present obligation that arises from past events but is whole and are not allocable to segments on a
not recognized because either it is not probable that reasonable basis have been included under
an out ow of resources embodying economic
un-allocable expenses.
bene ts will be required to settle the obligation, or a
c) Capital Employed to each segment is classi ed on

172
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

the basis of allocable assets minus allocable Deferred tax assets and liabilities are measured
liabilities identi able to each segment on using substantively enacted tax rates expected to
reasonable basis. apply to taxable income in the years in which the
(xxi) Taxation temporary differences are expected to be received
Income tax expense comprises current tax expense and or settled.
the net change in the deferred tax asset or liability Deferred tax assets include Minimum Alternative
during the year. Current and deferred taxes are Tax (MAT) paid in accordance with the tax laws in
recognized in statement of pro t and loss, except when India, which is likely to give future economic
they relate to items that are recognized in other bene ts in the form of availability of set off against
comprehensive income or directly in equity, in which future income tax liability. Accordingly, MAT is
case, the current and deferred tax are also recognized in recognized as deferred tax asset in the balance
other comprehensive income or directly in equity, sheet when the asset can be measured reliably and
respectively. it is probable that the future economic bene t
a. Current income taxes associated with the asset will be realised.
The current income tax expense includes income (xxii) Government Grant
taxes payable by the Company and its branches in The Company may receive government grants that
India and overseas. The current tax payable by the require compliance with certain conditions related to
Company in India is Indian income tax payable on the Company's operating activities or are provided to
worldwide income. Current income tax payable by the Company by way of nancial assistance on the basis
overseas branches of the Company is computed in of certain qualifying criteria. Government grants are
accordance with the tax laws applicable in the recognized when there is reasonable assurance that the
jurisdiction in which the respective branch grant will be received, and the Company will comply
with the conditions attached to the grant. Accordingly,
operates. The taxes paid are generally available for
government grants:
set off against the Indian income tax liability of the
(a) related to or used for assets are included in the
Company's worldwide income. Advance taxes and
Balance Sheet as deferred income and recognized
provisions for current income taxes are presented in
as income over the useful life of the assets.
the balance sheet after off-setting advance tax paid
(b) related to incurring speci c expenditures are taken
and income tax provision arising in the same tax
to the Statement of Pro t and Loss on the same basis
jurisdiction and where the relevant tax paying unit
and in the same periods as the expenditures
intends to settle the asset and liability on a net basis. incurred.
b. Deferred income taxes (c) by way of nancial assistance on the basis of certain
Deferred income tax is recognized using the qualifying criteria are recognized as they become
balance sheet approach. Deferred income tax receivable. In the unlikely event that a grant
assets and liabilities are recognized for deductible previously recognized is ultimately not received, it is
and taxable temporary differences arising between treated as a change in estimate and the amount
the tax base of assets and liabilities and their cumulatively recognized is expensed in the
carrying amount, except when the deferred income Statement of Pro t and Loss.
tax arises from the initial recognition of an asset or (xxiii) Earnings Per Share
liability in a transaction that is not a business Basic earnings per share are calculated by dividing the
combination and affects neither accounting nor net pro t or loss for the period attributable to equity
taxable pro t or loss at the time of the transaction. shareholders by the weighted average number of
Deferred income tax assets are recognized to the equity shares outstanding during the year. For the
extent that it is probable that taxable pro t will be purpose of calculating diluted earnings per share, the
available against which the deductible temporary net pro t or loss for the year attributable to equity
differences and the carry forward of unused tax shareholders and the weighted average number of
credits and unused tax losses can be utilised. The shares outstanding during the year are adjusted for the
carrying amount of deferred income tax assets is effects of all dilutive potential equity shares.
reviewed at each reporting date and reduced to the (xxiv) Cash Flow Statement
extent that it is no longer probable that sufficient Cash Flow is reported using the indirect method,
taxable pro t will be available to allow all or part of whereby pro t before tax is adjusted for the effects of
the deferred income tax asset to be utilised. transactions of a non cash nature and any deferrals or

173
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

accruals of past or future cash receipts or payments. The (xxvii) Goodwill
cash ow from regular revenue generating, nancing Goodwill represents the purchase consideration in
and investing activities of the Company are segregated. excess of the Group's interest in the net fair value of
(xxv) Exceptional Item identi able assets, liabilities and contingent liabilities
When items of income and expenses within statement of the acquired entity. When the net fair value of the
of pro t and loss from ordinary activities are of as such identi able assets, liabilities and contingent liabilities
size, nature and or incidence that their disclosure is acquired exceeds purchase consideration, the fair
relevant to explain the performance of the enterprise value of net assets acquired is reassessed and the
for the period, the nature and amount of such material bargain purchase gain is recognized in capital reserve.
items are disclosed separately as exceptional items. Goodwill is measured at cost less accumulated
(xxvi) Accounting for interests in Joint Ventures impairment losses.
Interests in joint ventures are accounted as follows: (xxviii) Standards noti ed but not yet effective
Type of Accounting treatment There are no standards issued but not effective up to
joint the date of issuance of the Company's nancial
venture statements.
Jointly Company's share of revenues, common
controlled expenses, assets and liabilities are included in (xxix) A new and amended standards
operations revenues, expenses, assets and liabilities The Ministry of Corporate Affairs (MCA) has noti ed
respectively on line by line basis. Companies (Indian Accounting Standards) Rules, 2024
Share of assets, according to nature of the
to amend the following Ind AS which are effective for
assets, and share of the liabilities are shown as
annual periods beginning on or after April 1, 2024.
part of gross block and liabilities respectively.
Jointly Share of expenses incurred on maintenance of The Company has not early adopted any standard,
controlled the assets is accounted as expense. Monetary interpretation or amendment that has been issued but
assets bene ts, if any, from use of the assets are is not yet effective.
re ected as income.
(a) Ind AS 117 Insurance Contracts
(a) Integrated joint ventures:
Jointly The Ministry of Corporate Affairs (MCA) noti ed
controlled (i) Company's share in pro ts or losses of
integrated joint ventures is accounted on the Ind AS 117, Insurance Contracts, vide
entities
determination of the pro ts or losses by the noti cation dated 12 August 2024, under the
joint ventures. Companies (Indian Accounting Standards)
(ii) Investments in integrated joint ventures are
Amendment Rules, 2024
carried at cost net of Company's share (b) Amendments to Ind AS 116 Leases – Lease
recognized in pro ts or losses. Liability in a Sale and Leaseback
(b) Incorporated jointly controlled entities:
The MCA noti ed the Companies (Indian
(i) Income on investments in incorporated Accounting Standards) Second Amendment
jointly controlled entities is recognized Rules, 2024, which amend Ind AS 116, Leases, with
when the right to receive the same is respect to Lease Liability in a Sale and Leaseback
established.
(ii) Investment in such joint ventures is carried The above amendments do not have any impact on
at cost after providing for any diminution in the Company's consolidated nancial statements.
value of investment which is other than
temporary in nature.

174
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note1.01 Property, Plant and Equipment
Gross Block Depreciation Net Block
Description of Assets As at Additions Sales / As at As at During Sales / As at As at
01.04.2024 during the year Adjustments 31.03.2025 01.04.2024 the year Adjustments 31.03.2025 31.03.2025
Property, Plant &
Equipment:
Land 7,573.87 26,129.25 - 33,703.12 9.95 - - 9.95 33,693.17
Buildings 14,817.04 8,192.15 395.10 22,614.09 3,198.45 565.98 374.09 3,390.34 19,223.75
Roads 196.49 - - 196.49 155.56 7.84 - 163.40 33.09
Railway Sidings 417.83 49.50 - 467.33 106.03 24.40 - 130.43 336.90
Plant & Machinery 39,446.09 14,245.67 70.80 53,620.96 17,887.06 3,020.92 63.98 20,844.00 32,776.96
Electrical Machinery 959.93 454.29 1.17 1,413.05 479.24 162.81 5.23 636.82 776.23
Office Equipments 779.73 173.82 1.96 951.59 625.27 90.29 1.80 713.76 237.83
Furniture & Fittings 830.49 53.85 5.21 879.13 479.34 63.19 5.22 537.31 341.82
Vehicles 1,120.53 335.80 44.89 1,411.44 370.49 161.90 42.64 489.75 921.69
Total 66,142.00 49,634.33 519.13 1,15,257.20 23,311.39 4,097.33 492.96 26,915.76 88,341.44
Note: 1.02
a) Right to Use 517.32 2,623.22 269.09 2,871.45 72.57 105.35 - 177.92 2,693.53
b) Capital Work in
Progress (CWIP) 2,242.46 12,088.10 7,975.68 6,354.88 - - - - 6,354.88
c) Investment Property 3,638.16 - - 3,638.16 923.86 89.97 - 1,013.83 2,624.33
Total 6,397.94 14,711.32 8,244.77 12,864.49 996.43 195.32 - 1,191.75 11,672.74
Note: 1.03
Intangible Assets:
(a) Goodwill - 5,630.08 - 5,630.08 - - - - 5,630.08
(b) Software 566.55 34.37 - 600.92 537.78 22.09 - 559.87 41.05
(c) Intangible Assets under - 235.35 - 235.35 - - - - 235.35
development
Total 566.55 5,899.80 - 6,466.35 537.78 22.09 - 559.87 5,906.48
Grand Total 73,106.49 70,245.45 8,763.90 1,34,588.04 24,845.60 4,314.74 492.96 28,667.38 1,05,920.66

Previous Year
Gross Block Depreciation Net Block
Description of Assets As at Additions Sales / As at As at During Sales / As at As at
01.04.2023 during the year Adjustments 31.03.2024 01.04.2023 the year Adjustments 31.03.2024 31.03.2024
Property, Plant &
Equipment:
Land 7,444.37 129.50 - 7,573.87 9.95 - - 9.95 7,563.92
Buildings 12,954.49 1,862.55 - 14,817.04 2,526.46 671.99 - 3,198.45 11,618.59
Roads 196.49 - - 196.49 143.56 12.00 - 155.56 40.93
Railway Sidings 329.40 88.43 - 417.83 85.11 20.92 - 106.03 311.80
Plant & Machinery 35,961.15 3,649.20 164.26 39,446.09 15,416.15 2,617.43 146.52 17,887.06 21,559.03
Electrical Machinery 787.18 172.75 - 959.93 419.78 59.46 - 479.24 480.69
Office Equipments 993.14 75.54 288.95 779.73 818.47 93.70 286.90 625.27 154.46
Furniture & Fittings 681.20 159.88 10.59 830.49 430.47 55.39 6.52 479.34 351.15
Vehicles 964.79 307.26 151.52 1,120.53 370.27 134.58 134.36 370.49 750.04
Total 60,312.21 6,445.11 615.32 66,142.00 20,220.22 3,665.47 574.30 23,311.39 42,830.61
Note: 1.02
a) Right to Use 224.64 292.68 - 517.32 29.79 42.78 - 72.57 444.75
b) Capital Work in Progress
(CWIP) 928.45 3,183.69 1,869.68 2,242.46 - - 2,242.46
c) Investment Property 3,638.16 3,638.16 834.05 89.81 - 923.86 2,714.30
Total 4,791.25 3,476.37 1,869.68 6,397.94 863.84 132.59 - 996.43 5,401.51
Note: 1.03
Intangible Assets:
(a) Goodwill - - - - - - - - -
(b) Software 561.54 5.01 - 566.55 515.34 22.44 - 537.78 28.77
(c) Intangible Assets under - - - - - - - - -
development
Total 561.54 5.01 - 566.55 515.34 22.44 - 537.78 28.77
Grand Total 65,665.00 9,926.49 2,485.00 73,106.49 21,599.40 3,820.50 574.30 24,845.60 48,260.89

175
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Goodwill
Particulars As at 31.03.2025 As at 31.03.2024
Gross carrying amount - -
Acquisition through business combination (Refer Note 1.50a) 5,630.08 -
Closing Gross carrying amount 5,630.08 -
Accumulated amortisation
Amortisation charge during the period - -
Closing accumulated amortisation - -
Net Carrying Amount as at 31 March, 2025 5,630.08 -

Note: Goodwill has been arised from acquisition of Saira Asia Interiors Private Limited has been adjusted against Capital Reserve (Refer Note: 1.18(i)).

Ageing of Capital-Work-in Progress (CWIP)

Particulars As at 31st March 2025 As at 31st March 2024
Less than More than Less than More than Total
1 year 1-2 years 2-3 years 3 years Total 1 year 1-2 years 2-3 years 3 years
Projects in progress 4,957.55 631.73 46.12 143.81 5,779.21 2,052.52 34.55 11.57 143.82 2,242.46
Project temporarily suspended 575.67 - - - 575.67 - - - - -
Total 5,533.22 631.73 46.12 143.81 6,354.88 2,052.52 34.55 11.57 143.82 2,242.46

Ageing of Intangible Assets under development

Particulars As at 31st March 2025 As at 31st March 2024
Less than More than Less than More than Total
1 year 1-2 years 2-3 years 3 years Total 1 year 1-2 years 2-3 years 3 years
Projects in progress 235.35 - - - 235.35 - - - - -
Total 235.35 - - - 235.35 - - - - -

Title deeds of Immovable Property not held in name of the Company

Description of item of Gross Year in Year Reason for not
Title deeds held in the Title Deed
Particulars property carrying Service since being held in the
name of Holder
value (Rs.) Property name of the
held company
Land
Textile Machinery Corporation
Held in the name
Limited, Texmaco Limted, now 1944
Belgharia & 456.92 Since Promoter of Pre-demerged
known as Texmaco Infrastructure
Agarpara 1944 entity.
& Holdings Limited

Sodepur 56.16 1999 Texmaco Limted, now known as 1999 & Held in the name
Promoter
Texmaco Infrastructure & 2000 of Pre-demerged
Holdings Limited entity.
Panihati 835.13 2006 Texmaco Limted, now known as Promoter Held in the name
2006
Texmaco Infrastructure & of Pre-demerged
Holdings Limited entity.
Building 14.86 2000 Texmaco Limited, now known as Promoter Held in the name
Property, Plant 2000
Flat no. 6A,Mandeville Texmaco Infrastructure & of Pre-demerged
& Equipment
court, 1-D, Mandeville Holdings Limited entity
Garden, Kolkata-
700019. Area - 1333
Sq. Ft.
Flat at 1st Floor,1/115, 14.59 2007 Texmaco Limited, now known as Promoter 2007 Held in the name
Gariahat Road, Kolkata- Texmaco Infrastructure & of Pre-demerged
700068 Holdings Limited entity
Area -1318 Sq Ft

Investment Land 35.32 2020 Texmaco Limted, now known as Promoter 2020 Held in the name
Property Texmaco Infrastructure & of Pre-demerged
Sodepur
Holdings Limited entity.

176
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.04 Non-Current Investments
Particulars As at As at
31.03.2025 31.03.2024
OTHER THAN TRADE INVESTMENTS
Fully paid-up
Investments in Equity Instruments (Quoted) (at Fair Value)
Texmaco Infrastructure & Holdings Limited 495.42 189.63
4,83,899 (2024: 1,99,809) Shares of ` 1 each
Chambal Fertilisers & Chemicals Limited 60.38 33.01
9,653 (2024: 9,653) Shares of ` 10 each
Investments in Equity Instruments (Unquoted)
AMP Energy C&I Nine Private Limited (At Cost) 380.00 -
38,00,000 (2024: Nil) Shares of `10 each
Texmaco Defence Systems Private Limited (At Fair Value) - -
19,000 (2024: Nil) Shares of ` 10 each
Bharuch Dahej Railway Company Limited (at Fair Value) 1,798.83 -
1,00,00,000 (2024: Nil) Shares of ` 10 each
Investments in Equity Instruments of Joint Ventures (Unquoted) (At Cost)
Touax Texmaco Railcar Leasing Private Limited 2,024.31 1,882.57
1,26,49,999 (2024: 1,26,49,999) Shares of `10 each
Wabtec Texmaco Rail Private Limited 1,046.23 1,442.04
32,81,700 (2024:32,81,700) Shares of ` 10 each
Investment in CCD of Joint Ventures (Unquoted) (At Cost)
Touax Texmaco Railcar Leasing Private Limited 10,494.10 9,894.10
1,04,94,100 (2024: 98,94,100) CCD of ` 100 each
TOTAL NON CURRENT INVESTMENTS 16,299.27 13,441.35
i) Aggregate amount of quoted investments 555.80 222.64
ii) Market Value of quoted investments 555.80 222.64
iii) Aggregate amount of unquoted investments 15,743.47 13,218.71

Note: Texmaco Defence Systems Private Limited has been revalued at a nominal value of `1 considering its negative net worth.

Note 1.05 Bank Balance (Non-Current)

Particulars As at As at
31.03.2025 31.03.2024

Margin Money 1,157.91 4,288.00

Note 1.06 Other Non-Current Financial Assets

Particulars As at As at
31.03.2025 31.03.2024
(a) Security Deposits 540.05 362.99
(b) Term Deposit of more Than Twelve Months Maturity 262.27 222.63
(c) Interest Accured on Deposits & Others 73.13 210.79
Total 875.45 796.41

177
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.07 Deferred Tax Assets / Liabilities (Net)
The major components of the Deferred Tax Assets / (Liabilities) based on the tax effects of timing differences are as follows:
Particulars As at As at
31.03.2025 31.03.2024
Deferred Tax Assets
(a) Carried Forward Losses 2,486.00 10.25
(b) Provisions & others 1,992.83 1,173.55
(c) MAT Credit 3,043.02 6,435.30
(d) Compensated absences 219.91 203.72
(e) Gratuity 209.95 118.11
Total Deferred Tax Assets 7,951.71 7,940.93
Deferred Tax Liabilities
(a) Property, Plant and equipment (7,936.30) (4,712.45)
(b) Fair Valuation Through Pro t and Loss (74.50) (50.11)
(c) Compensation from Statutory Authority (965.50) (971.09)
Total Deferred Tax Liabilities (8,976.30) (5,733.65)
Net Deferred Tax Assets / (Liabilities) (1,024.59) 2,207.28

Note 1.08 Other Non-Current Asset

Particulars As at As at
31.03.2025 31.03.2024
(a) Capital Advances 772.19 1,288.13
(b) Prepaid Expenses 413.76 601.79
Total 1,185.95 1,889.92

Note 1.09 Inventories

Particulars As at As at
31.03.2025 31.03.2024
(a) Raw Material 50,209.97 33,746.35
(b) Work in Progress 26,623.74 28,331.83
(c) Finished Goods 1,676.14 3,789.11
(d) Stores and Spares 3,771.46 2,198.85
(e) Goods in transit (Purchase) 2,914.52 4,298.51
Total 85,195.83 72,364.65
Inventories are secured against rst charge on working capital facility.

Note 1.10 Current Investments

Particulars As at As at
31.03.2025 31.03.2024
Investments in Perpetual Bonds (Unquoted) at Fair Value
Punjab National [Link] 8.50 LOA - 4,698.59
Nil (2024: 47 Nos.) of ` 1 Crore each
Punjab National Bank-Sr. XIX 8.59 - 2,503.75
Nil (2024: 25 Nos.) of ` 1 Crore each
Punjab National Bank-Sr. XV 8.75 - 7,543.50
NIL (2024: 75 Nos.) of ` 1 Crore each
Punjab National Bank-Sr. XV 8.75 - 4,123.78
NIL. (2024: 41 Nos.) of ` 1 Crore each
Punjab National Bank-Sr. XVIII 8.75 - 905.22
NIL (2024: 9 Nos.) of `1 Crore each

178
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.10 Current Investments (Contd.)
Particulars As at As at
31.03.2025 31.03.2024
Investments in Mutual Funds (Unquoted) at Fair Value
Aditya Birla Sunlife Savings Fund-Regular Plan-Growth 8,238.75 -
15,34,167 (2024: Nil) Units of `100 each
Axis Treasury Advantage Fund Growth 20.47 18.94
645 (2024: 645) Units of `1,000 each
Nippon India Money Market Fund-Growth Plan-Growth Option - 4,124.64
NIL (2024: 1,09,140) Units of `1,000 each
SBI Liquid Fund Regular-Growth - 5,119.29
NIL (2024: 1,36,672) Units of `1,000 each

TOTAL CURRENT INVESTMENTS 8,259.22 29,037.71

i) Aggregate amount of quoted investments - -
ii) Market Value of quoted investments - -
iii) Aggregate amount of unquoted investments 8,259.22 29,037.71

Note 1.11 Trade Receivables

Particulars As at As at
31.03.2025 31.03.2024
(a) Secured, Considered Good - -
(b) Unsecured, Considered Good 1,36,656.77 88,168.13
(c) Unsecured, Credit Impaired 3,281.16 173.81
1,39,937.93 88,341.94
Allowance for bad and doubtful debts (3,281.16) (173.81)
Total 1,36,656.77 88,168.13
(i) The above includes `19,236.46 Lakhs as retention money (2024: ` 12,908.58 Lakhs) which are recoverable on completion of the project as per
the relevant contract.
(ii) Trade Receivable are secured against rst charge on working capital facility
(iii) The Company provide allowance in trade recivables based on historic credit loss expreince, current economic conditions and events and
future observable data and information. The expected credit loss allowance is computed based on the ageing of the recievables.

Ageing of Trade Receivable As at 31st March, 2025

Outstanding for following periods from due date of payment#
Particulars Not Due Less than 6 6 months - 1-2 years 2-3 years More than 3 Total
months 1 year years
Undisputed Trade Receivable
(i) Undisputed Trade receivables –
considered good 31,239.58 80,674.50 5,907.80 5,167.62 8,024.39 5,642.88 136,656.77
(ii) Undisputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables –
credit impaired - 78.63 19.31 59.52 - 3,123.70 3,281.16
Disputed Trade Receivable
(i) Disputed Trade receivables –
considered good - - - - - - -
(ii) Disputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Disputed Trade Receivables –
credit impaired - - - - - - -
Total Debtors 31,239.58 80,753.13 5,927.11 5,227.14 8,024.39 8,766.58 1,39,937.93
Less: Allowance for bad and doubtful debts - (78.63) (19.31) (59.52) - (3,123.70) (3,281.16)
Net Debtors 31,239.58 80,674.50 5,907.80 5,167.62 8,024.39 5,642.88 1,36,656.77

179
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Ageing of Trade Receivable As at 31st March, 2024
Outstanding for following periods from due date of payment#
Particulars Not Due Less than 6 6 months - 1-2 years 2-3 years More than 3 Total
months 1 year years
Undisputed Trade Receivable
(i) Undisputed Trade receivables –
considered good 12,908.57 53,868.50 4,501.14 5,619.89 3,929.99 7,340.04 88,168.13
(ii) Undisputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables –
credit impaired - - - - - 173.81 173.81
Disputed Trade Receivable - - - - - - -
(i) Disputed Trade receivables –
considered good - - - - - - -
(ii) Disputed Trade Receivables –
which have signi cant increase in credit risk - - - - - - -
(iii) Disputed Trade Receivables –
credit impaired - - - - - - -
Total Debtors 12,908.57 53,868.50 4,501.14 5,619.89 3,929.99 7,513.85 88,341.94
Less: Allowance for bad and doubtful debts - - - - - (173.81) (173.81)
Net Debtors 12,908.57 53,868.50 4,501.14 5,619.89 3,929.99 7,340.04 88,168.13
*Ageing has been considered from the date of invoice

Note 1.12 Cash and Cash Equivalents

Particulars As at As at
31.03.2025 31.03.2024
(a) Balances with banks
- In current accounts 5,657.83 2,639.42
(b) Cash on hand 43.99 56.50
Total 5,701.82 2,695.92
Cash and cash equivalents include Cash in Hand & Cash at Bank

Note 1.13 Bank Balances other than above

Particulars As at As at
31.03.2025 31.03.2024
(a) Unpaid Dividend Account 15.25 15.69
(b) Term Deposit of upto Twelve Months Maturity 502.04 1,001.90
(c) Margin Money / Escrow A/c 14,833.70 37,035.57
Total 15,350.99 38,053.16
Represents deposit with original maturity of more than 3 months having remaining maturity of less than 12 months from the Balance
Sheet Date.
Note 1.14 Loans (Current)
Particulars As at As at
31.03.2025 31.03.2024
I Unsecured, Considered Good
(a) Loan to Associates - 304.81
(b) Advance to Employee 109.47 240.12
(c) Loan to Body Corporates 312.00 -
421.47 544.93
II Unsecured, Credit Impaired
Loan to Body Corporates 275.00 275.00
Less: Allowance for Loan to Body Corporate (275.00) (275.00)
- -
Total 421.47 544.93

180
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.14 a Financial Assets - Others
Particulars As at As at
31.03.2025 31.03.2024

Interest accrued on Loans 1,586.31 1,513.16

Accrued Interest - Bond - 941.43
Total 1,586.31 2,454.59

Note 1.15 Current Tax Assets (Net)

Particulars As at As at
31.03.2025 31.03.2024

Advance Payment of Income Tax (Net of Provision) 1,109.77 1,806.14

Total 1,109.77 1,806.14

Note 1.16 Other Current Assets

Particulars As at As at
31.03.2025 31.03.2024

(a) Security Deposits 3,330.40 2,442.41

(b) Advance to Parties 10,357.88 9,277.55
(c) Other Advances 3,231.22 2,230.62
(d) Prepaid Expenses 1,132.07 981.05
(e) Balances with Government Dept 13,188.98 21,975.24
(f ) Contractually Reimbursable Expenses 1,908.83 1,908.83
(g) Unbilled Debtors 67,889.43 70,891.51
(h) Other Receivable 2,935.06 2,779.42
Total 1,03,973.87 1,12,486.63

Note 1.17 Equity Share Capital

Particulars As at As at
31.03.2025 31.03.2024

Authorised Share Capital

1,97,00,00,000 Equity shares at par value of ` 1/- each 19,700.00 19,700.00
st
(As at 31 March 2024: 1,97,00,00,000 equity shares of `1/- each) 19,700.00 19,700.00
Issued, Subscribed and Paid up capital
39,94,67,302 Equity Shares of ` 1/- each
(As at 31st March 2024: 39,94,67,302 equity shares of `1/- each) 3,994.67 3,994.67
Total 3,994.67 3,994.67

(i) The Company has only one class of shares referred to as equity shares having a par value of `1 each holder of equity shares is entitled
to one vote per share.
(ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the
company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will
be in proportion to the number of equity shares held by the shareholders.
(iii) Reconciliation of numbers of Issued, Subscribed and Paid-up Capital

181
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.17 Equity Share capital (Contd.)

Particulars As at As at
31.03.2025 31.03.2024
No. of Shares No. of Shares
Number of Shares at the beginning of the year 39,94,67,302 32,18,69,895
Add: Allotment under QIP allotment - 7,42,19,032
Add: Allotment under Preferential allotment - 33,78,375
Number of Shares at the end of the year 39,94,67,302 39,94,67,302

(iv) After the reporting date, dividend of `0.75 (2024: `0.50) per equity share were proposed by the Board of Directors subject to the
approval of the shareholders at the Annual General Meeting, the dividend has not been recognised as Liabilities.

(v) The name of Shareholders holding more than 5% Equity shares

Name of Shareholders As at As at
31.03.2025 31.03.2024
No. of Shares % Holding No. of Shares % Holding

Texmaco Infrastructure & Holdings Ltd. 5,90,00,025 14.77 5,85,00,000 14.64

Zuari International Ltd. 6,37,68,926 15.96 6,37,68,926 15.96

Saroj Kumar Poddar* 2,83,77,042 7.10 2,83,77,042 7.10

Adventz Finance Private Limited 2,77,79,649 6.95 2,77,79,649 6.95

*The shares held by Shri Saroj Kumar Poddar includes his holding as Karta of HUF and trustee of Saroj and Jyoti Poddar Holdings Pvt. Ltd.

182
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

(vi Details of shareholdings by Promoter / Promoter Group

Promoter / Promoter Group Name As at 31.03.2025 As at 31.03.2024 % Change

During The
No. of Shares % Holding No. of Shares % Holding
Year*
1 Saroj Kumar Poddar (as a Karta) 10,710 0.00 10,710 0.00 -
2 Saroj Kumar Poddar (as a Trustee - Saroj And
Jyoti Poddar Holdings Pvt. Trust) 37,92,857 0.95 37,92,857 0.95 -
3 Shradha Agarwala 20,693 0.01 20,693 0.01 -
4 Jyotsna Poddar (as an Individual) 1,04,032 0.03 1,04,032 0.03 -
5 Saroj Kumar Poddar (as an Individual) 2,45,73,475 6.15 2,45,73,475 6.15 -
6 Anisha Berlia 46,574 0.01 46,574 0.01 -
7 Aashti Agarwala 20,693 0.01 20,693 0.01 -
8 Eureka Traders Pvt. Ltd. 530 0.00 530 0.00 -
9 Indrakshi Trading Company Pvt. Ltd. 30,000 0.01 30,000 0.01 -
10 Master Exchange & Finance Ltd. 15,760 0.00 15,760 0.00 -
11 Premium Exchange & Finance Ltd. 1,88,090 0.05 1,88,090 0.05 -
12 Zuari International Ltd. 6,37,68,926 15.96 6,37,68,926 15.96 -
13 Zuari Industries Ltd. 7,65,988 0.19 7,65,988 0.19 -
14 Jeewan Jyoti Medical Society 1,60,500 0.04 1,60,500 0.04 -
15 Adventz Finance Pvt. Ltd. 2,77,79,649 6.95 2,77,79,649 6.95 -
16 Duke Commerce Ltd. 75,14,000 1.88 75,14,000 1.88 -
17 Greenland Trading Pvt. Ltd. 35,000 0.01 35,000 0.01 -
18 Texmaco Infrastructure & Holdings Ltd. 5,90,00,025 14.77 5,85,00,000 14.64 0.13
19 Abhisekh Holdings Pvt. Ltd. 280 0.00 280 0.00 -
20 Adventz Securities Enterprises Ltd. 38,09,140 0.95 38,09,140 0.95 -
21 New Eros Tradecom Ltd. 7,38,800 0.18 7,38,800 0.18 -
22 Akshay Poddar 2,64,820 0.07 2,64,820 0.07 -
23 Puja Poddar 1,60,000 0.04 1,60,000 0.04 -
Total 19,28,00,542 48.26 19,23,00,517 48.13 0.13

* % change during the year has been computed on the basis of the number of shares at the beginning of the year

183
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.18 Other Equity
Particulars As at As at
31.03.2025 31.03.2024

(i) Capital Reserve

Balance as per last Account 1,626.60 1,626.60
Less: Adjustment of Goodwill in Business Combination (Refer Note 1.50 b) (491.36) -
1,135.24 1,626.60
(ii) Securities Premium
Balance as per last Account 1,65,311.87 62,977.59
Add: Issue of Equity Share Under Preferential / QIP allotment - 1,04,122.67
Less: Adjustment for Issue Expenses (313.47) (1,788.39)
1,64,998.40 1,65,311.87
(iii) General Reserve
Balance as at the beginning of the year 49,205.28 49,005.28
Add: Transferred from Retained Earnings 200.00 200.00
49,405.28 49,205.28
(iv) Reserves Representing Unrealised Gains / Losses
(a) Equity Instruments through Other Comprehensive Income
Balance as at the beginning of the year 155.17 57.30
Add: On Acquisition of a Subsidiary 622.16 -
Addition during the year (33.11) 99.27
Less: Realised Pro t on Sale of Equity Shares Transferred to Retained Earnings - (1.40)
744.22 155.17
(b) Remeasurements of the net de ned bene t Plans
Balance as at the beginning of the year - -
Addition during the year (33.86) 5.97
Less : Transferred to Retained Earnings 33.86 (5.97)
- -
(v) Exchange differences on translating the Financial Statements of a
Foreign Operation
Balance as at the beginning of the year 183.19 158.67
Addition during the year 7.62 24.52
190.81 183.19
(vi) Revaluation Surplus
Balance as at the beginning of the year 3,671.07 -
Addition during the year - 3,671.07
3,671.07 3,671.07
(vii) Retained Earnings
Surplus at the beginning of the year 29,147.87 18,503.30
Add: Pro t for the year 24,917.76 11,320.68
Add: Transferred from Remeasurements of the net de ned bene t Plans (33.86) 5.97
Add: Realised Pro t on Sale of Equity Shares Transferred from Equity - 1.40
Instrument Through Other Comprehensive Income
Add: Transferred from Share of other Comprehensive Income in Asssociates & (2.54) (0.66)
Joint Ventures, to the extent not to be classi ed into pro t or loss
Less : Transferred to General Reserve (200.00) (200.00)
Less: Dividend on Equity Shares (1,997.34) (482.82)
51,831.89 29,147.87
(viii) Money Received Against Share Warrants
Balance as at the beginning of the year -
Add: Money received during the year 3,750.00 -
3,750.00 -
Total 2,75,726.91 2,49,301.05

184
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.18 Other Equity (Contd.)
(i) Capital Reserves: The Company recognises pro t or loss on purchase, sale, issue or cancellation of the Company's own equity instruments
to Capital Reserve.
(ii) Security Premium: Security Premium represents to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act 2013
(iii) General Reserve: The General Reserve is used from time to time to transfer pro t Retained Earnings for appropriation purpose. As the
General Reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items
includes in the General Reserve will not be reclassi es subsequently to Pro t & Loss.
(iv) Reserve for Equity Instrument through Other Comprehensive Income (OCI): This reserve represents the cumulative gain or loss arising
on net revaluation of equity instruments measured at fair value through OCI, net of amounts reclassi ed to the Retained Earnings when
those assets have been disposed off.
(v) Foreign currency monetary items translation difference reserve: Exchange differences arising on settlement and remeasurement of
long term foreign currency monetary items are accumulated in "Foreign Currency Monetary items Translation Difference Account" and
amortised over the maturity period or up to the date of settlement of such monetary items, whichever is earlier, and charged to the
Statement of Pro t and Loss.
(vi) Retained Earnings: Retained Earnings refers to the portion of net income which is retained by the corporation to be reinvested in its core
business. Similarly if the Company has a loss then that loss is retained and called retained losses or accumulated losses. Retained Earnings
and Losses are cumulative from year to year with losses off setting earnings.
(viI) Money Received Against Share Warrants: This represents the amount received by the Company toward share warrants, which entitle the
holder to apply for equity shares at a future date at a predetermined price. Until conversion, the amount is shown separately under other
equity. Upon exercise, it will be transferred to share capital and securities premium respectively.

Note 1.19 Borrowings (Non Current)

Particulars As at As at
31.03.2025 31.03.2024
Secured
From banks
(a) Term Loan/Foreign Currency Term Loan (TL/FCTL) 35,596.76 24,147.39
(b) Car Loan 9.24 24.23
Total 35,606.00 24,171.62
i) Term Loan from Banks are secured against the Property, Plant and Equipments created from such Loan, remaining Term Loan from Banks are
repayable as per the timeline mentioned in sanction letter.
ii) Term Loans includes loan of `2,558.99 Lakhs secured primarily by an exclusive charge over rent receivables from the lessee and has collateral
security by way of an exclusive charge over immovable property against which the rent is receivable.
iii) Corporate Loan from Bank is secured by the way of rst pari-passu on stock, book debts, other current assets (both present and future) and
land and buildings of Agarpara and Belgharia along with second charge on the movable xed assets of that particular division.
iv) Certain vehicles are acquired through Auto Loan facility and such vehicles are exclusively hypothecated in favour of respective lenders,
repayable in monthly equated installments till July 2027.

Note 1.19a Lease Liabilities (Non Current)

Particulars As at As at
31.03.2025 31.03.2024
Lease Liabilities 1,505.13 100.65
Refer to Note No. 1.42 of Financial Statements

Note 1.20 Provisions (Non Current)

Particulars As at As at
31.03.2025 31.03.2024
(a) Provision for Leave 523.19 405.11
(b) Provision for Gratuity 498.66 308.72
(c) For Warranty and Others 183.99 183.99
Total 1,205.84 897.82
The Company accounts for leave and gratuity based on Actuarial Valuation
185
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.21 Other Non Current Liabilities

Particulars As at As at
31.03.2025 31.03.2024

(a) Advances from Customers 4,106.70 6,806.48

(b) Advance Rent 178.37 199.31
Total 4,285.07 7,005.79

Note 1.22 Borrowings (Current)

Particulars As at As at
31.03.2025 31.03.2024
Secured
(a) From Banks
Cash Credit 47,697.61 31,606.06
(b) Current maturities of long-term debt
Term Loan 8,767.49 7,160.11
Car Loan 10.11 33.98
Un-Secured
(a) From Other Parties
Inter-Corporate Deposits 460.31 -
Total 56,935.52 38,800.15

(i) Cash Credit facilities of respective divisions & subsidiary are secured by hypothecation of Pari- Passu rst charge on stock, book debts
and other current assets of that particular division & subsidiary (both present and future).
(ii) Cash Credit facility Infra - Rail & Green Energy Divisions is further secured by rst Pari-Passu charge on the movable xed assets of
their respective division (both present and future).
(iii) Cash Credit facility for Infra - Rail & Green Energy - Kalindee Division are further secured by way of rst Pari-Passu charge on xed
deposit of `14.49 Crores along with ats at Jaipur & Gurgaon to the working capital consortium lenders.
(iv) Cash Credit Facility of Freight Car Division (Kolkata) Division are secured by Pari-Passu on land and buildings of Agarpara and
Belgharia along with second charge on the movable xed assets of this division.

Note 1.22a Lease Liabilities (Current)

Particulars As at As at
31.03.2025 31.03.2024

Lease Liabilities 760.63 37.26

Refer to Note No. 1.42 of Financial Statements

186
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

1.23 Financial Liabilities - Trade Payables

Particulars As at As at
31.03.2025 31.03.2024

Dues to Micro Enterprise and Small Enterprises 215.76 -

Dues of Creditors other than Micro Enterprise and Small Enterprises 63,662.97 67,576.07
Total 63,878.73 67,576.07
Information in terms of Section 22 of the Micro, Small and Medium Enterprise
Development Act, 2006 is as follows
Disclosure required under the Micro, Small and Medium Enterprises
Development Act, 2006 (the Act) are give as follows:
(a) Principal amount due Unpaid matured deposits and interest accrued thereon - -
(b) Interest paid during the period beyond the appointed day - -
(c ) Amount of interest due and payable for the period of delay in making payment without - -
adding the interest speci ed under the Act
(d) Amount of interest accrued and remaining unpaid at the end of the period - -
(e) Amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues as above actually paid to the small enterprise
for the purpose of disallowance as a deductible expenditure under section 23 of the Act

There are no material dues owned by the Company to Micro and Small Enterprises, which are outstanding for more than 45 days during
the year and as at 31st March, 2025 and 31st March, 2024. This information as required under the Micro, Small and Medium Enterprises
Development Act 2006 has been determined to the extent such parties have been identi ed on the basis of information available with the
Company and has been relied upon by the Auditors

Ageing of Trade Payable# As at 31st March, 2025

Particulars Less than 1-2 2-3 More than Total
1 year years years 3 years
(i) MSME 215.76 - - - 215.76
(ii) Other Creditors 58,052.70 1,615.07 1,065.25 2,929.95 63,662.97
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -

Ageing of Trade Payable# As at 31st March, 2024

Particulars Less than 1-2 2-3 More than Total
1 year years years 3 years
(i) MSME - - - - -
(ii) Other Creditors 61,328.07 2,978.70 1,286.30 1,983.00 67,576.07
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
#
Ageing has been considered from the date of invoice

187
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.24 Financial Liabilities - Other Financial Liabilities

Particulars As at As at
31.03.2025 31.03.2024

(a) Interest accrued but not due on borrowings 44.17 -

(b) Unclaimed/Unpaid dividends 15.25 15.69
(c) Others
Liabilities for Expenses 1,523.32 1,478.42
Amount Due to Employees 914.33 663.30
Other Misc. Payable 424.73 294.45
Creditors for Capital Advance 229.91 4.63
Total 3,151.71 2,456.49
There is no amount due and outstanding to be credited to the Investor Education and Protection Fund against unpaid dividend as at
31st March, 2025

Note 1.25 Other Current Liabilities

Particulars As at As at
31.03.2025 31.03.2024

(a) Advances from Customers 18,459.46 15,981.23

(b) TDS and other taxes payable 1,503.46 526.23
(c) PF, ESI amount Payable 129.19 131.21
(d) Security Deposits 4,080.06 3,391.76
(e) Other Liabilities 1,982.78 1,702.10
Total 26,154.95 21,732.53

Note 1.26 Provisions (Current)

Particulars As at As at
31.03.2025 31.03.2024

(a) Provision for Gratuity 40.04 29.07

(b) Provision for Leave 209.35 177.91
(c) Provision for Contract Loss Provision 1,143.99 336.33
(d) Provision for Expenses 4,770.07 2,142.43
Total 6,163.45 2,685.74
The Company accounts for leave and gratuity based on Actuarial Valuation

Note 1.27 Revenue from Operations

Particulars Year Ended Year Ended
31.03.2025 31.03.2024

(a) Sale of products 4,32,484.32 2,82,530.19

(b) Sale of services 74,702.92 66,334.49
(c) Other operating revenues 3,469.95 1,422.33
Total 5,10,657.19 3,50,287.01

188
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.28 Other Income

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
(a) Interest Income
From Bank 859.56 826.78
From Others 683.86 1,186.01
(b) Dividend Income
Income from Non-Current Investments 31.36 1.02
(c) Other Non-Operating income
Net gain on Sale of Current Investments 783.47 170.30
Compensation Against Old Refugee Settlement Area - 3,000.00
Miscellaneous Receipts and Income 1,440.94 425.21
Sundry Credit Balance Adjusted 56.66 59.79
Pro t on sale of Fixed Assets (Net) 121.00 19.71
Rent Received 1,021.58 1,041.79
Provision & Excess Liabilities Written Back 87.60 5.45
Gain on fair valuation of Bonds / Mutual 681.47 218.65
Total 5,767.50 6,954.71

Note 1.29 Cost of Materials Consumed

Particulars Year Ended Year Ended
31.03.2025 31.03.2024

Opening Stock of Raw Materials 13,395.88 12,738.50

Add: Raw materials Purchased and Departmental Transfers etc. 2,39,735.80 1,78,178.77
2,53,131.68 1,90,917.27
Less: Closing Stock of Raw Materials 15,161.20 13,395.88
2,37,970.48 1,77,521.39
(Including Job Processing and Contract Labour Charges `27,559.37 Lakhs,
Previous Year `13,553.16 Lakhs) 1,47,727.97 90,486.92

Total 3,85,698.45 2,68,008.31

189
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.30 Changes In Inventories of Finished Goods, Stock-In-Trade and Work-in-Progress

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
Opening Stock (including subsidiaries acquired during the year)
Finished Goods 4,936.16 6,466.11
Work-in-Progress 31,610.72 24,203.83
36,546.88 30,669.94
Less : Closing Stock
Finished Goods 1,676.14 3,789.11
Work-in-Progress 26,623.74 28,331.83
28,299.88 32,120.94
(Increase) / Decrease in Stock 8,247.00 (1,451.00)

Note 1.31 Employee Bene ts Expense

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
(a) Salaries, Wages and Bonus 14,964.57 12,398.93
(b) Contribution to provident and other funds
(i) Provident Fund and Pension Fund 997.70 848.36
(ii) Superannuation Fund 50.62 34.87
(iii) Gratuity 174.91 56.60
(c) Staff Welfare Expenses 867.83 589.82
(d) VRS Expenses 16.65 23.50
Total 17,072.28 13,952.08

Note 1.32 Finance Costs

Particulars Year Ended Year Ended

31.03.2025 31.03.2024

(a) Interest
(i) Banks 8,658.27 8,539.06
(ii) Others 1,673.95 2,259.42
(b) Other Borrowing Costs 3,386.26 2,468.42
Total 13,718.48 13,266.90

Note 1.33 Depreciation and Amortization Expenses

Particulars Year Ended Year Ended

31.03.2025 31.03.2024

Depreciation on Tangible Assets 4,288.23 3,798.06

Depreciation on Intangible Assets 160.27 22.44
4,448.50 3,820.50
Less: Transferred to Capital Work in Progress (133.76) -
Total 4,314.74 3,820.50

190
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.34 Other Expenses

Particulars Year Ended Year Ended

31.03.2025 31.03.2024
Consumption of stores and spare parts 17,779.30 15,493.77
Power and Fuel 10,304.08 8,709.61
Rent 367.69 544.86
Repairs to buildings 981.69 537.28
Repairs to machinery 1,160.81 573.99
Repairs to others 272.48 174.80
Insurance 651.16 612.59
Rates and Taxes excluding taxes on Income 779.99 566.93
Freight, Packing and Transport (Net) 1,250.47 1,490.80
Erection Expenses 6,451.19 4,471.09
Drawings and Designs 3.10 5.66
Royalty & Knowhow - 0.80
Selling Agents Commission 1.85 75.21
Selling Expenses 293.28 229.79
Director's Sitting Fees 48.35 43.50
Director's Commission 12.12 14.00
Payments to the Auditor 81.43 52.79
As Auditor 35.05 24.65
For Tax Audit 6.95 6.95
For Quarterly Review 13.50 13.50
For Fees for Other Services 21.86 4.70
(incl for issuing various certi cates)
As Cost Auditor 2.30 1.95
For Reimbursement of out of pocket expenses 1.77 1.04
Donation 353.01 156.56
CSR Expenses# 111.90 44.37
Miscellaneous Expenses 6,953.97 7,902.58
Sundry Debit Balance Adjusted 13.45 80.43
Allowance for bad & doubtful debts/Advances 1,854.86 54.97
Bad Debt/Impairment /Loss of unbilled Revenue 2,237.92 3,782.85
Less: Allowance for bad & doubtful debts - 2,237.92 (2,401.91) 1,380.94
Property, Plant and Equipment Written off 19.67 -
Contract Loss Provision 807.66 299.76
Net (gain)/loss on foreign currency transaction 121.70 (91.33)
Total 52,913.13 43,425.75

Note on CSR Expense#:

Particulars Year Ended Year Ended
31.03.2025 31.03.2024
(i) Amount required to be spent by the Company during the year 186.56 46.90
(ii) Amount of expenditure incurred 111.90 44.37
(iii) Shortfall at the end of year 74.66 2.53
(iv) Total of previous year shortfall (18.86) (21.39)
(v) Total Shortfall till date * 55.80 (18.86)
(vi) Reason of shortfall Long term projects -
(vii) Nature of CSR activities Health, Education, Health, Education
Sports & Sanitation & Sports
(viii) Detail of related party transactions, e.g.,contribution to a Nil Nil
trust controlled by the company in relation to CSR
(ix) Where a provision is made with respect to a liability incurred by entering into Nil Nil
a contractual obligation, the movements in the provision during the year shall
be shown separately
*
The shorfall of unpaid CSR amount has been transferred to "Unspent CSR Account" opened with ICICI Bank
191
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.35 Other Comprehensive Income
Particulars Year Ended Year Ended
31.03.2025 31.03.2024
(a) Items that will not be reclassi ed to pro t or loss
(i) Remeasurements of the de ned bene t plans (33.86) 5.97
(ii) Equity Instruments through Other Comprehensive Income; (33.11) 99.27
(iii) Share of Other Comprehensive Income in Associates and joint Ventures,
to the extent not to be classi ed into pro t or loss (2.54) (0.66)
Total (69.51) 104.58
(b) Items that will be reclassi ed to pro t or loss
(i) Exchange differences in translating the nancial statements of a
foreign operation 7.62 24.52
Total 7.62 24.52

Note 1.36 Commitments and Contingent Liabilities (` in Lakhs)

Particulars Year Ended Year Ended
31.03.2025 31.03.2024
(a) Commitments
Estimated amount of contracts remaining to be executed on Capital Account
and not provided for (Net of advance) 4.48 126.91
(b) Contingent Liabilities (not provided for) in respect of:
(i) Bank / Corporate Guarantees given in the normal course of Business. 111,683.66 99,282.94
(ii) Bonds issued to Custom Department 92.70 92.20
(iii) Claims under dispute (Excise, Service Tax, Income Tax and others) 19,337.17 20,582.07
(iv) Claims not acknowledged as debts (Amount unascertainable) - -
(v) Income Tax assessment under appeal (Amount unascertainable) 151.05 -

Note 1.37 Movement of Provisions during the year as required under Ind AS 37 Provisions,
Contingent Liabilities and Contingent Assets. (` in Lakhs)
Particulars Opening Utilized Reversed Provision Closing
Provision during during during provision
as on the year the year the year as on
01.04.2024 31.03.2025
(a) Site warranty period maintenance 183.99 - - - 183.99
(b) Others 2,142.43 - 1,866.60 4,494.24 4,770.07
Total 2,326.42 - 1,866.60 4,494.24 4,954.06
Previous Year 1,825.66 - 721.65 1,222.41 2,326.42

In accordance with the requirement of Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets” issued by the Companies
(Accounting Standard) Rules 2006, the company has provided liability for other expenses amounting to ` 4,494.24 lakhs (Previous Year
`1,222.41 lakhs).
Site warranty period maintenance: - The Company gives warranties and maintenance on certain products and services, undertaking to
repair, replace and maintain the items for satisfactory working during the warranty period. Provision as at March 31,2025 represents the
amount of the expected cost of meeting such obligations of recti cation/ replacement/maintenance. The timing of the out ow is
expected to be within a period of two years.
Provision for others: - It represents liabilities related to various site expenses including contractor service charges for sites,
administrative charges etc, likely to materialize in the next nancial year. Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of a past event, it is probable that an out ow of resources embodying economic bene ts will
be required to settle the obligation and are liable estimate can be made of the amount of the obligation. If the effect of the time value of
money is material, provisions are discounted using equivalent period government securities interest rate. Unwinding of the discount is
recognized in the Statement of Pro t and Loss as a nance cost. Provisions are reviewed at each balance sheet date and are adjusted to
re ect the current best estimate.

192
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note No. 1.38 Related Party Disclosure
(a) Name of the related parties and relationship as per Ind AS 24, where transaction exists.

Parties where control Exist Parties where control Exist

Relationship 2024-25 2023-24
A Key Management Mr. Saroj Kumar Poddar Mr. Saroj Kumar Poddar
Personnel Executive Chairman Executive Chairman
Mr. Indrajit Mookerjee, Mr. Indrajit Mookerjee,
Executive Director & Vice Chairman Executive Director & Vice Chairman
Mr. Sudipta Mukherjee Mr. Sudipta Mukherjee
ED & Managing Director ED & Managing Director
Mr. D. R. Kaarthikeyan, Mr. D. R. Kaarthikeyan,
Independent Director Independent Director
(Resigned w.e.f 03rd September, 2024)
Mr. Amitabha Guha, Mr. Amitabha Guha,
Independent Director Independent Director
(Resigned from 01st October, 2024)
Mr. Utsav Parekh, Mr. Utsav Parekh,
Independent Director Independent Director
Mr. Virendra Sinha, Mr. Virendra Sinha,
Independent Director Independent Director
Ms. Rusha Mitra Ms. Rusha Mitra
Independent Director Independent Director
Mr. Partha Sarathi Bhattacharyya, Mr. Partha Sarathi Bhattacharyya,
Independent Director Independent Director
Mr. Hemant Bangur, -
Independent Director
(Appointed from 16th May, 2024)
Mr. Maco Wadia
Independent Director -
(Appointed from 30th December, 2024)
Mr. Ashok Kr. Vijay, Mr. Ashok Kr. Vijay,
Executive Director Executive Director
Mr. U.V. Kamath Mr. U.V. Kamath
Executive Director (Appointed as Executive Director from
01st February, 2024)
- Mr. Damodar Hazarimal Kela
Executive Director
(Ceased w.e.f. 01st February, 2024)
Mr. Akshay Poddar, Mr. Akshay Poddar,
Non – Executive Director Non – Executive Director
Mr. Hemant Bhuwania Mr. Hemant Bhuwania
(CFO) (Resigned w.e.f 31st March, 2025) (CFO)
Mr. Kishor Kumar Rajgaria Mr. Kishor Kumar Rajgaria
(Redesignated as CFO w.e.f 1st April, 2025) (Company Secretary)

Mr. Sandeep Kumar Sultania -

(Appointed as Company Secretary w.e.f
01st April, 2025)

193
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note No. 1.38 Related Party Disclosure (Contd.)

Parties where control Exist Parties where control Exist

Relationship 2024-25 2023-24

- Mr. Ravi Varma

Company Secretary (resigned w.e.f.
30th April'2023)
B Companies where SMIFS Capital Market Limited
SMIFS Capital Market Limited
Director having control
Antriksh Vyappar Limited -

C Associate Texmaco Defence Systems Pvt. Ltd. Texmaco Defence Systems Pvt. Ltd.
(Ceased to be associate w.e.f. 20th March 2025) (41% of Capital held by Company)
Joint Ventures Touax Texmaco Railcar Leasing Pvt. Ltd. Touax Texmaco Railcar Leasing Pvt. Ltd.
D
(50% of Capital held by Company) (50% of Capital held by Company)
Wabtec Texmaco Rail Pvt. Ltd. Wabtec Texmaco Rail Pvt. Ltd.
(40% of Capital held by Company) (40% of Capital held by Company)
Kalindee Cobra JV Kalindee Cobra JV
Kalindee Kapoor Railcon JV Kalindee Kapoor Railcon JV
Kalindee Karthik JV Kalindee Karthik JV
Kalindee VNC JV Kalindee VNC JV
Kalindee IF & LS JV Kalindee IF & LS JV
GMR TPL KRNL JV GMR TPL KRNL JV
Kalindee Rahee JV Kalindee Rahee JV
Kalindee URC JV Kalindee URC JV
JMC – GPT – Vijaywargi – Bright Power JV JMC – GPT – Vijaywargi – Bright Power JV
JMC – Vijaywargi – Bright Power JV JMC – Vijaywargi – Bright Power JV
Bright – Vijaywargi JV Bright – Vijaywargi JV
Bright – Kalindee JV Bright – Kalindee JV
Bright – Texmaco JV Bright – Texmaco JV
ISC Projects- Texmaco JV ISC Projects- Texmaco JV
Texmaco ASIS JV Texmaco ASIS JV
Tata Projects – Kalindee JV Tata Projects – Kalindee JV
Swatish Enteprises Limited Swatish Enteprises Limited
Texmaco Rahee JV Texmaco Rahee JV
Texmaco Rail & Engineering Limited & Spark Texmaco Rail & Engineering Limited & Spark
Electrical & Projects Pvt Ltd. JV Electrical & Projects Pvt Ltd. JV
E Group Company Master Exchange & Finance Ltd. Master Exchange & Finance Ltd.
where Transaction Adventz Finance Pvt. Ltd. Adventz Finance Pvt. Ltd.
Exists. Zuari Management Services Ltd. Zuari Management Services Ltd.
High Quality Steels Ltd. High Quality Steels Ltd.
Lionel India Limited Lionel India Limited
Future Fuels International India Pvt Ltd -
Lionel Edwards Limited Lionel Edwards Limited
Texmaco Infrastructure & Holdings Ltd. Texmaco Infrastructure & Holdings Ltd.
Zuari International Limited (Formerly known as Zuari International Limited (Formerly known as
Zuari Investment Limited) Zuari Investment Limited)
Zuari Insurance Brokers Limited Zuari Insurance Brokers Limited
Zuari Finserv Limited Zuari Finserv Limited
Paradeep Phosphate Limited -
Note: Texmaco Defence Systems Private Limited ceased to be associate w.e.f 20th March,2025
194
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

(b) Related Party Transactions
Transactions Other Associate Joint Key Grand Balance
Related Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Remuneration Paid
Mr. Saroj Kumar Poddar - - - 489.51 489.51 -
(-) (-) (-) (409.24) (409.24) (-)
Mr. Indrajit Mookerjee - - - 177.48 177.48 -
(-) (-) (-) (124.98) (124.98) (-)
Mr. Sudipta Mukherjee - - - 201.85 201.85 -
(-) (-) (-) (134.47) (134.47) (-)
Mr. A K Vijay - - - 114.75 114.75 -
(-) (-) (-) (88.22) (88.22) (-)
Mr. U.V. Kamath - - - 423.93 423.93 -
(-) (-) (-) (32.42) (32.42) (-)
Mr. D. H. Kela - - - - - -
(-) (-) (-) (145.93) (145.93) (-)
Mr. Kishor Kumar Rajgaria - - - 83.65 83.65 -
(-) (-) (-) (66.63) (66.63) (-)
Mr. Hemant Bhuwania - - - 115.78 115.78 -
(-) (-) (-) (59.45) (59.45) (-)
Mr. Ravi Verma - - - - - -
(-) (-) (-) (5.44) (5.44) (-)
Mr. D. R. Kaarthikeyan - - - 4.20 4.20 -
(Sitting Fee & Commission) (-) (-) (-) (8.85) (8.85) (-)
Mr. Utsav Parekh - - - 11.90 11.90 -
(Sitting Fee & Commision) (-) (-) (-) (11.70) (11.70) (-)
Mr. Akshay Poddar - - - 6.60 6.60 -
(Sitting Fee & Commission) (-) (-) (-) (7.35) (7.35) (-)
Ms. Rusha Mitra - - - 6.45 6.45 -
(Sitting Fee & Commission) (-) (-) (-) (6.10) (6.10) (-)
Mr. Partha Sarathi Bhattacharya - - - 8.35 8.35 -
(Sitting Fee & Commission) (-) (-) (-) (7.20) (7.20) (-)
Mr. Virendra Sinha - - - 9.35 9.35 -
(Sitting Fee & Commission) (-) (-) (-) (8.60) (8.60) (-)
Mr. Amitabha Guha - - - 4.60 4.60 -
(Sitting Fee & Commission) (-) (-) (-) (7.70) (7.70) (-)
Mr. Macro Wadia - - - 2.40 2.40 -
(Sitting Fee & Commission) (-) (-) (-) (-) (-) (-)
Mr. Hemant Bangur - - - 2.40 2.40 -
(Sitting Fee & Commission) (-) (-) (-) (-) (-) (-)

Investment
Touax Texmaco Railcar Leasing Pvt. Ltd. - - 600.00 - 600.00 11,759.09
(-) (-) (2,400.00) (-) (2,400.00) (11,159.09)
Texmaco Infrastructure & Holdings Limited 305.80 - - - 305.80 495.42
(91.10) (-) (-) (-) (91.10) (189.62)
Wabtec Texmaco Rail Pvt. Ltd. - - - - - 328.17
(-) (-) (-) (-) (-) (328.17)
Texmaco Defence Systems Private Limited - -4.10 - - - -
(-) (-) (-) (-) (-) (4.10)

195
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Transactions Other Associate Joint Key Grand Balance
Related Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Loans & Advances Given

Texmaco Defence Systems Private Limited - 4.61 - - 4.61 309.42

(-) (6.16) (-) (-) (6.16) (304.81)

Bright-Vijaywargi-JV - - - - - -
(-) (-) (-41.82) (-) (-41.82) (-)
Bright-Kalindee-JV - - - - - -
(-) (-) (12.14) (-) (12.14) (-)
Bright-Texmaco-JV - - - - - -
(-) (-) (77.16) (-) (77.16) (-)
Loans & Advances Received/Repaid

Adventz Finance Pvt. Ltd. - - - - - -

(-2,370.00) (-) (-) (-) (-2,370.00) (-)
Zuari International Limited - - - - - -
(-930.00) (-) (-) (-) (-930.00) (-)
Zuari Management Services Ltd. - - - - - -
(-3,971.49) (-) (-) (-) (-3,971.49) (-)
Dividend Received

Texmaco Infrastructure & Holdings Limited 0.30 - - - 0.30 -

(0.30) (-) (-) (-) (0.30) (-)
Wabtec Texmaco Rail Pvt. Ltd. - - 1,312.68 - 1,312.68 -
- - (98.45) - (98.45) (-)
Others

Adventz Finance Pvt. Ltd. 16.52 - - - 16.52 -

(Rent Paid) (16.52) (-) (-) (-) (16.52) (-)
Adventz Finance Pvt. Ltd. - - - - - -
(Interest Paid) (215.73) (-) (-) (-) (215.73) (-)
Zuari Management Services Ltd. - - - - - -
(Interest Paid) (394.32) (-) (-) (-) (394.32) (-)
Zuari International Limited - - - - - -
(Interest Paid) (99.03) (-) (-) (-) (99.03) (-)
Zuari Insurance Brokers Limited - - - - - -
(Insurance Premium Paid) (11.54) (-) (-) (-) (11.54) (-)
Zuari Sugar & Power Limited - - -
(Interest Paid) (14.91) (14.91) (-)
Mr. Saroj Kumar Poddar - - - - - -
(Interest Paid) (-) (-) (-) (-432.31) (-432.31) (-)
High Quality Steels Ltd. 737.57 - - - 737.57 -
(Services Received) (505.40) (-) (-) (-) (505.40) (-)
Lionel India Limited 236.18 - - - 236.18 38.03
(Services Received) (201.64) (-) (-) (-) (201.64) (47.97)
Lionel India Limited 7.54 - - - 7.54 -
(Rent Received) (7.37) (-) (-) (-) (7.37) (-)
Lionel Edwards Limited 21.43 - - - 21.43 4.53
(Services Received) (9.36) (-) (-) (-) (9.36) (-)
Zuari Management Services Limited 85.75 - - - 85.75 6.79
(Services Received) (106.49) (-) (-) (-) (106.49) (-5.34)

196
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Transactions Other Associate Joint Key Grand Balance
Related Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
Texmaco Infrastructure & Holdings Limited 0.83 - - - 0.83 -
(Rent Received) (0.83) (-) (-) (-) (0.83) (-)
Texmaco Infrastructure & Holdings Limited - - - - - -
(Amount paid on behalf of company) (4.71) (-) (-) (-) (4.71) (-)
Texmaco Infrastructure & Holdings Limited - - - - - -
(Sale of services) (0.11) (-) (-) (-) (0.11) (-)
Wabtec Texmaco Rail Pvt. Ltd. - - 2,100.07 - 2,100.07 609.39
(Sale of goods) (-) (-) ( 1,866.06) (-) (1,866.06) (517.06)
Wabtec Texmaco Rail Pvt. Ltd. - - 1,259.10 - 1,259.10 291.55
(Purchase of goods) (-) (-) (1,371.33) (-) (1,371.33) (0.05)
Wabtec Texmaco Rail Pvt. Ltd. - - 120.56 - 120.56 0.61
(sale of services/Rent) (-) (-) (138.57) (-) (138.57) (0.59)
Touax Texmaco Railcar Leasing Pvt. Ltd. - - 12,296.73 - 12,296.73 7,131.32
(Sale of goods & services) (-) (-) (12,632.19) (-) (12,632.19) (177.00)
Touax Texmaco Railcar Leasing Pvt. Ltd. - - 5.74 - 5.74 0.44
(Rent & other service charges Received) (-) (-) (5.33) (-) (5.33) (-)
Touax Texmaco Railcar Leasing Pvt. Ltd. - - 2,424.80 - 2,424.80 -
(Deposit against order) (-) (-) (-2,508.93) (-) (-2,508.93) (-)
Touax Texmaco Railcar Leasing Pvt. Ltd. - - 1,271.80 - 1,271.80 644.62
(Interest receivable against CCD) (-) (-) (1,060.90) (-) (1,060.90) (954.81)
Zuari Finserv Limited 2.34 - - - 2.34 -
(Amount paid on account of Demat Charges) (0.05) (-) (-) (-) (0.05) (-)
Master Exchange & Finance Limited - - - - - -
(Amount paid on account of expense incurred) (0.04) (-) (-) (-) (0.04) (-)
Texmaco Defence Systems Private Limited - 37.48 - - 37.48 186.05
(Interest Received) (-) (36.81) (-) (-) (36.81) (152.32)
SMIFS Capital Market Limited 538.94 538.94 -
(Amount Paid against bond purchased) (19,736.94) (-) (-) (-) (19,736.94) (-)
Antriksh Vyapaar Limited 11,761.19 - - - 11,761.19 -
(Amount Received against bond sales) (-) (-) (-) (-) (-) (-)
Future Fuels International Limited 65.40 65.40 -
(Rent Paid) (-) (-) (-) (-) (-) (-)
Paradeep Phosphate Limited 125.00 - - - 125.00 -
(Rent Paid) (-) (-) (-) (-) (-) (-)
Bright-Vijaywargi-JV - - 462.09 - 462.09 135.03
(Sale of goods & services) (-) (-) (663.66) (-) (663.66) (225.34)
JMC-GPT-Vijaywargi-Bright Power JV - - - - - 45.25
(Sale of goods & services) (-) (-) (-) (-) (-) (45.25)
JMC-Vijaywargi-Bright Power JV - - - - - 93.28
(Sale of goods & services) (-) (-) (-) (-) (-) (93.28)
Bright-Kalindee-JV - - - - - 124.40
(Sale of goods & services) (-) (-) (-) (-) (-) (352.69)
Bright-Texmaco-JV - - 535.98 - 535.98 330.74
(Sale of goods & services) (-) (-) (1,804.95) (-) (1,804.95) (390.52)
ISC Project-Texmaco JV - - 147.74 - 147.74 2.87
(Sale of goods & services) (-) (-) (570.28) (-) (570.28) (9.56)
JMC-Vijaywargi-Bright Power JV - - - - - 1.15
(Amount paid on behalf of company) (-) (-) (-) (-) (-) (1.15)

197
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Transactions Other Associate Joint Key Grand Balance
Related Ventures Mgmt. Total outstanding
Party Personnel as on
31/03/2025
JMC-GPT-Vijaywargi-Bright Power JV - - - - - 2.45
(Amount paid on behalf of company) (-) (-) (-) (-) (-) (2.45)
Swatish Enterprise Limited - - - - - -
(Sale of Goods) (-) (-) (203.03) (-) (203.03) (636.87)
Texmaco Rail & Engg. Ltd. &
Spark Electrical & Project Pvt. Ltd. JV - - 2,087.88 - 2,087.88 760.78
(Sale of goods) (-) (-) (1,833.46) (-) (1,833.46) (1,202.98)
Kalindee - Cobra JV - - 11.55 - 11.55 551.33
(Sale of goods) (-) (-) (532.19) (-) (532.19) (548.07)
Kalindee - Cobra JV - - 124.02 - 124.02 100.23
(Amount paid by company on behalf of others) (-) (-) (2.62) (-) (2.62) (-)
Kalindee -IL & FS JV - - 389.98 - 389.98 1,792.78
(Sale of goods) (-) (-) (-) (-) (-) (1,346.48)
Kalindee -IL & FS JV - - - - - 1.17
(Amount paid on behalf of company) (-) (-) (-) (-) (-) (1.17)
Kalindee Kapoor Railcon JV - - 316.46 - 316.46 619.65
(Sale of goods) (-) (-) (376.90) (-) (376.90) ( 675.02)
Kalindee Kapoor Railcon JV - - 7.61 - 7.61 -
(Amount paid on behalf of company) (-) (-) (4.69) (-) (4.69) (-)
Kalindee Karthik JV - - - - - 21.99
(Sale of goods) (-) (-) (0.96) (-) (0.96) (393.30)
Kalindee Karthik JV - - 0.90 - 0.90 -
(Amount paid by company on behalf of others) (-) (-) (0.29) (-) (0.29) (-)
Kalindee Rahee JV - - 2.71 - 2.71 -
(Amount paid by company on behalf of others) (-) (-) (-) (-) (-) (-)
Kalindee URC JV - - - - - 96.28
(Sale of goods) (-) (-) (-) (-) (-) (98.01)
Kalindee VNC JV(Amount paid by - - 2.75 - 2.75 1,667.21
company on behalf of others) (-) (-) ( -) (-) (-) (1,697.64)
GMR TPL KRNL JV - - - - - 543.51
(Sale of goods) (-) (-) (100.96) (-) (100.96) (556.12)
Tata Project -Kalindee JV - - - - - 36.38
(Sale of goods) (-) (-) (448.11) (-) (448.11) (47.73)
Texmaco Rahee JV - - 729.17 - 729.17 381.70
(Sale of goods) (-) (-) (70.79) (-) (70.79) (443.13)
Texmaco Asis JV - - 2,570.45 - 2,570.45 306.70
(Sale of goods) (-) (-) ( 2,300.89) (-) (2,300.89) (-387.52)
Texmaco Asis JV - - 58.18 - 58.18 -
(Amount paid on behalf of others) (-) (-) (-) (-) (-) (-)

Corporate Gurantee Given

Touax Texmaco Railcar Leasing Pvt. Ltd. - - 4,914.17 - 4,914.17 4,914.17
(Against sale of wagon) (-) (-) (-456.38) (-) (-456.38) (2,395.47)

Note: Figures in brackets are for previous nancial year

198
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.39 Earnings Per Share – The Numerator and Denominator used to Calculate Basic/ Diluted Earnings
Per Share

Particulars 2024-25 2023-24

Net Pro t for the period from ordinary activities attributable to
equity shareholders (Excluding Preference Share Dividend)
– used as numerator. ` in Lakhs 24,917.76 11,320.68
Weighted average number of Equity shares outstanding used as
denominator for Basic earnings per share. Number 39,94,67,302 34,40,23,005
Weighted Average Number of Equity shares used on denominator
for Diluted Earnings Per Share Number 40,13,51,751 34,40,23,005
(A) Basic Earnings per share (face value of ` 1/- each) ` 6.24 3.29
(B) Diluted Earnings per share (face value of ` 1/- each) ` 6.21 3.29

Note No. 1.40 Principles of Consolidation

a) The consolidated nancial statements include results of the subsidiaries of Texmaco Rail & Engineering Limited., consolidated in
accordance with Ind AS 110' Consolidated Financial Statements'.

Name of the Company Country of % Shareholding

Incorporation
Texmaco Nymwag Rail & Components Private Limited
(Formerly Known as Belur Engineering Private Limited) India 51%
Saira Asia Interiors Private Limited India 51%
Texmaco West Rail Limited India 100%
(Formerly Known as Jindal Rail Infrastructure Limited)
Texmaco Middle East DMCC United Arab Emirates 100%
Texmaco Transtrak Private Limited India 84%
Texmaco Rail Systems Private Limited India 51%
Texmaco Rail Electri cation Limited India 100%
Panihati Engineering Udyog Private Limited
(Formerly Known as Texmaco Engineering Udyog Private Limited) India 100%
Belgharia Engineering Udyog Private Limited India 100%

b) These nancial statements comply in all material aspects with Indian Accounting Standards (Ind AS) noti ed under section 133 of
the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.
All assets and liabilities have been classi ed as current or non – current as per the Company's normal operating cycle and other
criteria set out in Schedule III (Division II) to the Companies Act, 2013. Based on the nature of products and the time between the
acquisition of assets for processing and realisation in cash and cash equivalents, the company has ascertained its operating cycle as
12 months for the purpose of current or non-current classi cation of assets and liabilities.

199
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

c) Accounting policies applicable in consolidated nancial statements
i) The Company combines the nancial statements of the parent and its subsidiaries line adding together like items of assets,
liabilities, equity, income, and expenses. Inter-company transactions, balance and unrealised gains on transactions between group
companies are eliminated.
ii) Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Pro t and
Loss, Consolidated Statement of Changes in Equity and Balance Sheet respectively.
iii) Investments in Associates are accounted for using the equity method of accounting, after initially being recognized at cost. Under
the equity method of accounting, the investments are adjusted thereafter to recognized the Company's share of the post –
acquisition pro t or losses of the investee in pro t and loss, and the company's share of other comprehensive income of the investee
in other comprehensive income.
iv) Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in
subsidiaries where the Company is able to control the timing of reversal of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future.

Note 1.41 Employee Bene ts Obligation

The Company accounts for Gratuity, Leave and Provident Fund Liability at actuarial valuation at the end of the year i.e. March 31, 2025.
Accordingly, these Liabilities have been computed by the actuary as at March 31,2025.

De ned Bene t Plans- As per Actuarial valuation as on 31st March 2025

Sl No. Particulars Funded Funded Unfunded Unfunded
Gratuity Gratuity Leave Leave
2024-25 2023-24 2024-25 2023-24

A Amount Recognised in Balance Sheet

Present Value of De ned Bene t Obligations 2,720.10 2,350.32 689.14 583.03
Fair Value of Plan Assets 2,286.32 2,170.43 - -
Net Asset / (Liability) recognized in Balance Sheet (433.78) (179.89) (689.14) (583.03)
B Change in Present Value of Obligations
Present Value of Obligation as at the beginning of the year 2,522.85 2,461.18 688.13 554.98
Current Service Cost 225.25 197.84 83.18 74.49
Interest (Income) / Cost 176.49 176.87 48.30 39.97
Re- measurement (or Actuarial) (Gain)/Loss arising from :- - -
Change in demographic assumptions - - - -
Change in nancial assumptions 61.81 24.26 19.09 7.05
Experience variance (i.e. Actual experience vs. assumptions) 99.37 (107.28) 8.59 (12.81)
Past Service Cost - - - -
Bene ts Paid (365.67) (402.55) (158.15) (80.65)
Acquisition Adjustment - - - -
Present Value of Obligation as at the end of the year 2,720.10 2,350.32 689.14 583.03
C Changes in the Fair Value of Plan Assets
Fair Value of Plan Assets as at the beginning of the year 2,322.52 2,272.29 - -
Investment Income 152.07 163.45 - -
Employer's Contribution 111.36 115.07 - -
Employee's Contribution - - - -
Bene ts paid (314.25) (383.86) - -
Actuarial (gains) / losses 1.63 -
Return on plan assets , excluding amount recognised
in net interest expense 12.99 3.48 - -
Fair Value of Plan Assets at the end of the year 2,286.32 2,170.43 - -

200
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.41 Employee Bene ts Obligation (Contd.)

Sl No. Particulars Funded Funded Unfunded Unfunded

Gratuity Gratuity Leave Leave
2024-25 2023-24 2024-25 2023-24

D Expenses Recognised in the Income Statement

Current Service Cost 225.25 197.84 75.60 74.49
Past Service Cost - - - -
Net Interest Cost / (Income) on the
Net De ned Bene t Liability / (Asset) 24.43 13.42 41.17 39.97
change in demographic assumptions - - - -
change in nancial assumptions - - 15.98 7.05
experience variance (i.e. Actual experience vs assumptions) - - 8.59 (12.81)
Re-measurement (or Actuarial) (gain)/loss arising because of
change in effect of asset ceiling (11.03) - - -
Expenses Recognised in the Income Statement 238.65 211.26 141.34 108.70
E Other Comprehensive Income
Actuarial (gains) / losses arising from - - - -
change in demographic assumptions - - - -
change in nancial assumptions 61.81 24.26 (0.70) -
experience variance (i.e. Actual experience vs assumptions) 99.37 (107.28) - -
Actuarial (gains) / losses in Plan Assets (1.63) - - -
Return on plan assets, excluding amount recognised (1.96) (3.48) - -
in net interest expense
Components of de ned bene t costs recognised in other
comprehensive income 157.59 (86.50) (0.70) -
F Major categories of Plan Assets
(as percentage of Total Plan Assets)
Government of India securities - - - -
State Government securities - - - -
High quality corporate bonds - - - -
Equity shares of listed companies - - - -
Property - - - -
Special Deposit Scheme - - - -
Funds managed by Insurer 100% 100% - -
Bank balance - - - -
Other Investments - - - -
Total 100% 100% - -

201
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.41 Employee Bene ts Obligation (Contd.)

G Assumptions

With the objective of presenting the plan assets and plan liabilities of the de ned bene ts plans at their fair value on the balance
sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

The signi cant actuarial assumptions were as follows:

Financial Assumptions Gratuity Leave

2025 2024 2025 2024
Discount rate (per annum) 6.53% 6.40% 6.53% 6.40%
Salary growth rate (per annum) 5.00% 5.00% 5.00% 5.00%

Demographic Assumptions Gratuity Leave

2025 2024 2025 2024
Mortality Rate (% of IALM 12-14) 100% 100% 100% 100%
Withdrawal rates, based on age: (per annum)
Up to 30 years 3.00% 3.00% 3.00% 3.00%
31 - 44 years 2.00% 2.00% 2.00% 2.00%
Above 44 years 1.00% 1.00% 1.00% 1.00%
Rate of Leave Availment (per annum) NA NA NA NA
Rate of Leave Encashment during employment (P.A.) NA NA NA NA

H Sensitivity
The sensitivity of the overall plan liabilities to changes in the weighted key assumptions are:
Particulars Discount Salary Attrition Rate Mortality Rate
Rate (- / + Growth (- / + 50% of (- / + 10%
1%) (- / + 1%) attrition of mortality
rates) rates)
Gratuity
Increase/ (Decrease) in Liability 31.03.2025 (5,584.38) (5,308.81) (5,416.47) (5,151.31)
Increase/ (Decrease) in Liability 31.03.2025 (127.99) 145.17 19.25 (285.17)
Increase/ (Decrease) in Liability 31.03.2024 (4,818.56) (4,593.07) (4,672.34) (4,495.46)
Increase/ (Decrease) in Liability 31.03.2024 (105.30) 118.80 23.27 (200.68)
Leave
Increase/ (Decrease) in Liability 31.03.2025 (1,417.45) (1,341.25) (1,369.42) (1,268.58)
Increase/ (Decrease) in Liability 31.03.2025 (34.34) 41.64 6.89 (108.73)
Increase/ (Decrease) in Liability 31.03.2024 (1,197.62) (1,136.19) (1,155.46) (1,078.22)
Increase/ (Decrease) in Liability 31.03.2024 (27.73) 33.57 8.34 (86.80)

202
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.41 Employee Bene ts Obligation (Contd.)

I The de ned bene t obligations shall mature after the end of reporting period is as follows:
Expected cash ows over the next (valued on undiscounted basis):
Gratuity Leave
2025 2024 2025 2024
1 Year 798.37 696.62 194.61 186.13
2 to 5 years 1,078.58 955.57 215.14 190.06
6 to 10 years 886.23 817.01 186.19 196.07
More than 10 years 1,262.07 1,051.40 372.49 348.66

J Risk Exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may
vary over time. Thus, the Company is exposed to various risks in providing the above gratuity bene t which are as Interest
Rate risk, Liquidity Risk, Salary Escalation Risk, Demographic Risk, Regulatory Risk, Asset Liability Mismatching or Market
Risk, Investment Risk etc.

Notes 1.42 Leases

Particulars 31.03.2025 31.03.2024
Carrying value of right of use assets at the beginning of the reporting date 444.75 194.85
Addition during the year 2,354.13 292.68
Depreciation 105.35 42.78
Carrying value of right of use assets at the end of the reporting date 2,693.53 444.75
Set out below are the carrying amounts of lease liabilities and the movement during the year.

Particulars 31.03.2025 31.03.2024

Lease liabilities at the beginning of the reporting date 137.91 150.36
Addition during the year 2,216.11 23.59
Accretion of Interest 85.34 15.11
Rent (173.60) (51.15)
Closing lease liabilities 2,265.76 137.91
Lease liabilities included in the statement of nancial position
Short Term 760.63 37.26
Long Term 1,505.13 100.65
The effective interest rate for lease liabilities is 9% with maturity between 5 years.

203
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Notes 1.42 Leases (Contd.)
Impact of Statement of pro t and loss.
Particulars 31.03.2025 31.03.2024
Depreciation expense 105.35 42.78
Interest expenses
85.34 15.11

Impact on Statement of Cash Flows:

Particulars 31.03.2025 31.03.2024
Payment of principal portion of lease liabilities 173.60 40.70

Note 1.43 Value of Imports on C.I.F. Basis

Particulars 2024-25 2023-24

Raw Materials 1.44 -
Components, Spare Parts and Stores 51,784.75 27,218.19
Total 51,786.19 27,218.19

Note 1.44 Income in Foreign Exchange

Particulars 2024-25 2023-24

Export of Goods (F.O.B.) 38,282.03 19,089.40

Note 1.45 Details of Inventory of Work in Progress

Particulars 2024-25 2023-24

Work-in- Process
Freight Car Division 26,419.69 26,258.23
Infra - Rail & Green Energy 204.05 2,073.60
Total 26,623.74 28,331.83

204
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.46 Financial Instruments
A. Accounting classi cation and Fair Value
31st March 2025 Carrying amount Fair value
FVTPL FVTOCI Amortised Total
Cost* Total Level 1 Level 2 Level 3
Financial Assets (Long Term)
- Investments - 16,299.27 - 16,299.27 555.80 15,743.47 - 16,299.27
- Bank Balances - - 1,157.91 1,157.91 - - 1,157.91 1,157.91
- Others - - 875.45 875.45 - - 875.45 875.45
Financial Assets (Short Term)
- Investments 8,259.22 - - 8,259.22 8,259.22 - - 8,259.22
- Trade Receivable - - 1,36,656.77 136,656.77 - - 1,36,656.77 1,36,656.77
- Cash and cash equivalents - - 5,701.82 5,701.82 - - 5,701.82 5,701.82
- Bank Balances & Others - - 15,350.99 15,350.99 - - 15,350.99 15,350.99
- Loans & Advances - - 421.47 421.47 - - 421.47 421.47
- Others - - 1,586.31 1,586.31 - - 1,586.31 1,586.31
Total 8,259.22 16,299.27 1,61,750.73 1,86,309.22 8,815.02 15,743.47 1,61,750.73 1,86,309.22
Financial Liabilities (Long Term)
- Borrowings - - 35,606.00 35,606.00 - - 35,606.00 35,606.00
- Lease Liabilities - - 1,505.13 1,505.13 - - 1,505.13 1,505.13
Financial Liabilities (Short Term)
- Borrowings - - 56,935.52 56,935.52 - - 56,935.52 56,935.52
- Lease Liabilities - - 760.63 760.63 - - 760.63 760.63
- Trade Payable - - 63,878.73 63,878.73 - - 63,878.73 63,878.73
- Other Financial Liabilities - - 3,151.71 3,151.71 - - 3,151.71 3,151.71
Total - - 1,61,837.72 1,61,837.72 - - 1,61,837.72 1,61,837.72

31st March 2024 Carrying amount Fair value

FVTPL FVTOCI Amortised Total
Cost* Total Level 1 Level 2 Level 3
Financial Assets (Long Term)
- Investments - 13,441.35 - 13,441.35 222.64 13,218.71 - 13,441.35
- Bank Balances - - 4,288.00 4,288.00 - - 4,288.00 4,288.00
- Others - - 796.41 796.41 - - 796.41 796.41
Financial Assets (Short Term)
- Investments 29,037.71 - - 29,037.71 29,037.71 - - 29,037.71
- Trade Receivable - - 88,168.13 88,168.13 - - 88,168.13 88,168.13
- Cash and cash equivalents - - 2,695.92 2,695.92 - - 2,695.92 2,695.92
- Bank Balances & Others - - 38,053.16 38,053.16 - - 38,053.16 38,053.16
- Loans & Advances - - 544.93 544.93 - - 544.93 544.93
- Others - - 2,454.59 2,454.59 - - 2,454.59 2,454.59
Total 29,037.71 13,441.35 1,37,001.14 1,79,480.20 29,260.35 13,218.71 1,37,001.14 1,79,480.20
Financial Liabilities (Long Term)
- Borrowings - - 24,171.62 24,171.62 - - 24,171.62 24,171.62
- Lease Liabilities - - 100.65 100.65 - - 100.65 100.65
Financial Liabilities (Short Term)
- Borrowings - - 38,800.15 38,800.15 - - 38,800.15 38,800.15
- Lease Liabilities - - 37.26 37.26 - - 37.26 37.26
- Trade Payable - - 67,576.07 67,576.07 - - 67,576.07 67,576.07
- Other Financial Liabilities - - 2,456.49 2,456.49 - - 2,456.49 2,456.49
Total - - 1,33,142.24 1,33,142.24 - - 1,33,142.24 1,33,142.24

* The carrying value and the fair value approximates.

205
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.46 Financial Instruments (Contd.)
B. Measurement of fair values
The table shown below analyses nancial instruments carried at fair value, by valuation method. The different levels have been
de ned below:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.,
as prices) or indirectly (i.e., derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
C. Valuation techniques
The following methods and assumptions were used to estimate the fair values
1) Fair value of the cash and short term deposits, current loans and advances and other current nancial liabilities, short term
borrowing from banks and other nancial institutions and other similar items approximate their carrying value largely due to
short term maturities of these instruments.
2) Long-term receivables/borrowings are evaluated by the Company based on parameters such as interest rates, speci c country
risk factors, individual credit worthiness of the customer and the risk characteristics of the nanced project. Based on this
evaluation, allowances are taken into account for the expected credit losses of these receivables.
3) The fair value of unquoted instruments, loans from banks/ nancial institution and other nancial liabilities is estimated by
discounting future cash ows using rates currently available for debt of similar terms, credit risk and remaining maturities.

Note 1.47 Tax Expense

Particulars For the Year ended
31 March, 2025 31 March, 2024
a) Tax Expense
Current Tax
- Current tax on pro ts for the year 4,888.00 2,804.00
- Adjustments for current tax of prior periods 139.52 11.05
- Total current tax expense 5,027.52 2,815.05
Deferred Tax
- Decrease / (Increase) in Deferred Tax Assets 2,370.04 4,922.10
- (Decrease) / Increase in Deferred Tax Liabilities 1,027.44 220.87
- Total Deferred Tax Expenses / (Bene t) 3,397.48 5,142.97
MAT Credit Utilized / (Entitlement) 3,484.94 (1,357.00)
Tax Expense 11,909.94 6,601.02
b) Reconciliation of tax expenses and the accounting pro t multiplied
by India's tax rate
Pro t before tax 34,460.61 16,219.18
Tax at the Indian tax rate 10,781.73 5,667.63
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
- Corporate Social Responsibility Expenditure 36.07 15.50
Tax effect of amounts which are deductible (non-taxable)
in calculating taxable income
- Income from Investment (8.03) (34.76)
- Income from Rented Property (Net) (106.81) (109.23)
- MAT Credit / Carry Forward Losses adjustment & Others (237.97) -
Tax effect of other adjustment
- Income from Investment 104.94 -
- Income tax for Earlier Years 139.52 11.05
- Others 1,200.49 1,050.83
Tax Expense 11,909.94 6,601.02

206
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.48 Information about Segment Working is given below:

Particulars 2024-25 2023-24

Freight Car Infra Infra Total Freight Car Infra Infra Total
Division Rail & Green Electrical Division Rail & Green Electrical
Energy Energy
1 2 3 4 (1+2+3) 1 2 3 4 (1+2+3)
Revenue From Operation
Sale of Product and Services 4,27,554.52 43,069.24 36,563.48 5,07,187.24 2,73,802.89 52,723.94 22,337.85 3,48,864.68
Other Operating Revenue 2,593.49 762.26 114.20 3,469.95 1,196.29 - 226.04 1,422.33
Total 4,30,148.01 43,831.50 36,677.68 5,10,657.19 2,74,999.18 52,723.94 22,563.89 3,50,287.01
Result
Segment Result 38,893.16 (2,907.93) 4,443.92 40,429.15 21,201.37 (589.57) 2,391.84 23,003.64
Others (Net of Unallocated Expenses) 2820.26 2001.23
Operating Pro t/(Loss) 43,249.41 25,004.87
Interest Expense (10,332.22) (10,798.48)
Interest Income 1,543.42 2,012.79
Total Pro t/(Loss) before Tax 34,460.61 16,219.18
Provision for Current Tax (4,888.00) (2,804.00)
Provision for Deferred Tax/MAT Credit (6,882.42) (3,785.97)
Income Tax for Earlier Year (139.52) (11.05)
Pro t/(Loss) from ordinary activities 22,550.67 9,618.16
Extra ordinary items - -
Net Pro t/(Loss) 22,550.67 9,618.16
Other Information
Segment Assets 3,05,925.15 1,16,939.61 36,272.04 4,59,136.80 2,19,472.28 1,23,248.46 32,354.49 3,75,075.23
Unallocated Corporate assets 24,558.49 43,420.48
Total assets 4,83,695.29 4,18,495.71
Segment liabilities 1,65,035.81 25,462.59 13,475.31 2,03,973.71 1,11,657.28 37,669.66 15,873.05 165,199.99
Unallocated corporate liabilities - -
Total Liabilities 2,03,973.71 1,65,199.99
Capital expenditure 56,639.69 8,056.81
Depreciation 4,314.74 3,820.50
Non-cash expenses
other than depreciation 4,933.56 1,816.10

Note: The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been considered.

207
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.49 Information for Consolidated Financial Statements pursuant to Schedule III of the Companies Act, 2013
Name of the entity Net Assets, i.e., total Share in other Share in total
assets minus total Share in Pro t or (Loss) comprehensive comprehensive
liabilities income income
As % of Amount As % of Amount As % of Amount As % of total Amount
consolidated (Rs. in lakhs) consolidated (Rs. in lakhs) consolidated (Rs. in lakhs) comprehensive (Rs. in
Net Assets pro t or loss other income lakhs)
comprehensive
income
Parent
Texmaco Rail & Engineering Ltd. 95.52% 2,67,184.02 68.88% 17,143.95 45.01% (27.86) 68.94% 17,116.08
Indian Subsidiaries
Panihati Engineering Udyog Pvt. Ltd. 0.00% 1.28 0.00% (0.37) 0.00% - 0.00% (0.37)
Texmaco Rail Electri cation Ltd. 0.00% 1.41 0.00% (0.77) 0.00% - 0.00% (0.77)
Belgharia Engineering Udyog Pvt. Ltd. 0.00% 0.41 0.00% (0.35) 0.00% - 0.00% (0.35)
Texmaco Rail Systems Pvt. Ltd. 0.00% 2.51 0.00% (0.83) 0.00% - 0.00% (0.83)
Texmaco Transtrak Pvt. Ltd. (0.21%) (582.92) (0.18%) (44.53) 0.00% - (0.18%) (44.53)
Saira Asia Interiors Pvt. Ltd. 0.18% 513.08 (1.17%) (291.29) (4.99%) 3.09 (1.16%) (288.20)
Texmaco West Rail Ltd. 13.23% 37,008.57 38.69% 9,629.98 53.74% (33.26) 38.65% 9,596.72
Texmaco Middle East DMCC (0.01%) (33.80) (0.18%) (45.96) (0.40%) 0.25 (0.18%) (45.71)
Texmaco Nymwag Rail &
Components Pvt. Ltd. 2.29% 6,413.70 (0.35%) (86.41) 0.00% - (0.35%) (86.41)
Foreign Subsidiaries
Non Controlling Interest in all
subsidiaries 1.18% 3,302.09 (0.12%) (30.03) 0.00% - (0.12%) (30.03)
Joint Ventures
Touax Texmaco Railcar Leasing Pvt. Ltd. 0.00% - 5.68% 1,413.55 0.00% - 5.69% 1,413.56
Wabtech Texmaco Rail Pvt. Ltd. 0.00% - 3.69% 919.41 0.00% - 3.70% 919.42
Associate Companies
Texmaco Defence Systems Pvt. Ltd. 0.00% - 0.02% 4.10 0.00% - 0.02% 4.10
Consolidation Adjustment and
Elimination (12.18%) (34,088.77) (14.96%) (3,722.72) 6.64% (4.11) (15.01%) (3,726.84)
Total 100.00% 2,79,721.58 100.00% 24,887.73 100.00% (61.89) 100.00% 24,825.84

Note: Texmaco Defence Systems Private Limited ceased to be associate w.e.f 20th March,2025

Note 1.50 a Business Combinations - Texmaco West Rail Limited

(Formerly known as Jindal Rail Infrastructure Limited)
The Board of Directors of the Company at its meeting held on 25th July, 2024 approved the acquisition of Jindal Rail Infrastructure
Limited (JRIL)- a company engaged in the manufacturing & assembly of Railway Wagons, with its manufacturing plant in Gujarat,
India. Pursuant to the approval, the Company executed a Share Purchase Agreement (SPA) dated 25th July, 2024 to acquire
6,97,19,785 equity shares (representing 100% of the issued and paid-up capital) and 1,50,00,000 11% non-cumulative redeemable
preference share of JRIL for an aggregate consideration of ` 61,435.65 lakhs. As per the SPA, the acquisition was effective from
1st April, 2024.
The acquisition was undertaken with the following strategic objectives:
l Strengthening leadership in special-purpose private freight rolling stock, both domestic and international
l Enabling entry into new product lines, including other rolling stock
l Expanding the Company’s presence in Western India, while unlocking unique opportunities for enhanced exports
On 3rd September, 2024, the Company completed the acquisition by paying the entire consideration. Pursuant to acquisition, the
Company had recognised identi able assets (tangible and intangible) and liabilities (assumed as at acquisition date) at fair value
amounting to ` 55,805.57 lakhs, and consequent goodwill amounting to ` 5,630.08 lakhs, in accordance with Ind AS 103 “Business
Combinations”. Subsequently, the name of JRIL was changed to Texmaco West Rail Limited, effective 8th October 2024.

208
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.50 a Business Combinations - Texmaco West Rail Limited
(Formerly known as Jindal Rail Infrastructure Limited) (Contd.)
(a) Purchase consideration
As per the SPA, the Company has present ownership of 100% stake in Texmaco West Rail Limited. The total purchase consideration of
` 61,435.65 Lakhs has been recorded in the Consolidated Financial Statements of the Company as at March 31, 2025.

Identi ed Assets acquired and liabilities assumed

The fair value of the identi ed assets acquired and liabilities assumed as at date of acquistion (1st April, 2024) were:
Assets Total
Property,Plant & Equipment 40,647.17
Capital Work in Progress 160.24
Intangible Assets 8.24
Investments 1,837.86
Other Financial Assets 10.33
Deferred Tax Assets 3,546.71
Inventories 17,453.74
Trade receivables 12,770.50
Cash and cash equivalents 1,807.29
Bank Balances (Other than Cash) 45.78
Other Current Financial Assets 135.12
Current Tax Assets (Net) 105.88
Other Current Assets 3,492.21
Total (A) 82,021.07
Liabilities
Non-Current Borrowings 19,833.23
Less- Preference Share (15,000.00)
Non-Current Provisions 73.27
Current Borrowings 4,236.68
Trade Payables - MSME 180.54
Trade Payables - Other than MSME 5,131.16
Other Financial Liabilities 134.87
Other Current Liabilities 10,978.50
Current Provisions 25.10
OCI - Equity Instrument of subsidiary 622.15
Total (B) 26,215.50
Non-controlling interest (C) -
Fair value of net assets acquired (D) =(A) - (B) + (C) 55,805.57
Total Purchase Consideration (E) 61,435.65
Goodwill arising out of business combination (F) = (E - D) 5,630.08
Purchase consideration
Purchase Consideration 61,435.65
Less :Purchase consideration payable -
Less :Discounting impact on Purchase consideration -
Total Purchase Consideration Paid 61,435.65
Purchase consideration -Cash out ow -
Total Purchase Consideration Paid 61,435.65
Less: Balance acquired -
Cash and cash equivalents 1,807.29
Net cash out ows - Payment towards acquisition of a subsidiary acquired in a business combination 59,628.36

209
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.50 a Business Combinations - Texmaco West Rail Limited
(Formerly known as Jindal Rail Infrastructure Limited) (Contd.)

From the date of acquisition, Texmaco West Rail Limited has contributed Revenue From Operation of `92,115.57 lakhs and Pro t Before
Tax of ` 12,890.57 lakhs to the Pro t Before Tax of the Company.
Note
(i) The valuation of all the Assets and Liabilities is based on Fair Value as on 01st April, 2024.
(ii) The goodwill comprises the value of expected synergies arising from the acquisition which is not separately recognised.
(iii) Refer Note 1.36 for Contingent Liabilities
(iv) As a result of the acquisition, w.e.f 1st April, 2024, the consolidated nancial results of the Company for the year ended 31st March
2025 are not comparable with nancial results for the year ended 31st March 2024.

Note 1.50 b Business Combinations - Saira Asia Interiors Private Limited

The Board of Directors of the Company at its meeting held on 19th April, 2024 approved the acquisition of Saira Asia Interiors
Private Limited - a company engaged in the crafting cutting-edge metro interiors, elevating public transportation
standards with precision engineering and innovative design, with its manufacturing plant in Gujarat, India. Pursuant to the
approval, the Company executed a Share Purchase Agreement (SPA) dated 4th June, 2024 to acquire 1,85,63,541 equity
shares (representing 51% of the issued and paid-up capital) of Saira Asia Interiors Private Limited for an aggregate
consideration of ` 900 lakhs. As per the SPA, the acquisition was effective from 4th June, 2024.

The acquisition will make the Company a comprehensive mechanical partner in Commuter Mobility Segment (Car body
shell and interiors) and will provide competitive edge by offering comprehensive solutions that address the evolving
demands of the Railway sector.

On June 4, 2024, the Company completed the acquisition by paying the entire consideration. Pursuant to the acquisition,
the Company recognized identi able assets (tangible and intangible) and assumed liabilities at fair value amounting to
` 408.64 lakhs, along with consequent goodwill of ` 491.36 lakhs, which was adjusted by reducing Capital Reserve in
accordance with Ind AS 103 ‘Business Combinations’.

210
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

Note 1.50 b Business Combinations - Saira Asia Interiors Private Limited (Contd.)
(a) Purchase consideration
As per the SPA, the Company has present ownership of 51% stake in Saira Asia Interiors Private Limited. The total purchase
consideration of ` 900 lakhs has been recorded in the Consolidated Financial Statements of the Company as at March 31, 2025.
Identi ed Assets acquired and liabilities assumed
The fair value of the identi ed assets acquired and liabilities assumed as at date of acquisition (4th June, 2024) were:
Assets Total
Property, Plant & Equipment 111.30
Right Of Use Assets 189.05
Intangible Assets 1.17
Other Financial Assets 0.94
Other Non Current Assets 100.19
Inventories 19.14
Trade receivables 0.21
Cash and cash equivalents 40.61
Other Current Assets 291.65
Total (A) 754.26
Liabilities
Non-Current Provisions 16.08
Current Borrowings 242.62
Trade Payables - MSME 7.55
Trade Payables - Other than MSME 52.74
Other Current Liabilities 2.38
Current Provisions 24.07
OCI - Equity Instrument of subsidiary 0.18
Total (B) 345.62
Fair value of net assets acquired (C)=(A) - (B) 408.64
Non-controlling interest (D) 392.62
Total fair value of net assets (E) =(C) + (D) 801.26
Total Purchase Consideration (E) 900.00
Goodwill arising out of business combination (F) = (E - C) 491.36
Purchase Consideration
Purchase Consideration 900.00
Less : Purchase consideration payable -
Less : Discounting impact on Purchase consideration -
Total Purchase Consideration Paid 900.00
Purchase consideration -Cash out ow
Total Purchase Consideration Paid 900.00
Less: Balance acquired
Cash and cash equivalents 40.61
Net cash out ows - Payment towards acquisition of a subsidiary acquired in a business combination 859.39

From the date of acquisition, Saira Asia Interiors Private Limited has contributed Revenue From Operation of `74.67 lakhs and Loss
Before Tax of `291.28 lakhs to the Pro t Before Tax of the Company. If the combination had taken place at the beginning of the year
revenue from operations would have been `199.10 lakhs and the Loss before tax for the Company would have been `373.74 lakhs
Note
(i) The valuation of all the Assets and Liabilities is based on Fair Value as on 04th June, 2024.
(ii) The goodwill comprises the value of expected synergies arising from the acquistion which is not separately recognised.
(iii) The goodwill arising from acquisition of Saira Asia Interiors Private Limited has been deducted from Capital Reserve.
(iv) Refer Note 1.36 for Contingent Liabilities
(v) As a result of the acquisition, w.e.f 4th June, 2024, the consolidated nancial results of the Company for the year ended
31st March 2025 are not comparable with nancial results for the year ended 31st March 2024.

211
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.51 Disclosures as per Ind AS 115 "Revenue from contract with customer"

Class of Goods Sales Opening Closing

Stock Stock
Wagons 2024-25 4,03,728.31 3,362.48 1,617.94
2023-24 2,55,737.62 5,984.11 3,362.48
Rail EPC 2024-25 74,655.06 - -
2023-24 66,323.79 - -
Structurals 2024-25 2,116.51 375.58 -
2023-24 1,740.32 462.06 375.58
Bridges 2024-25 1,103.06 46.92 -
2023-24 2,616.91 15.81 46.92
Locomotive and its Components 2024-25 - - -
2023-24 581.00 - -
Site Fabrication and Erection 2024-25 1,758.08 - -
2023-24 3,980.94 - -
Steel Castings & Ingots (Including Draft Gear 4000 Sets) 2024-25 20,877.35 - 55.85
2023-24 17,177.33 - -
Power Tiller/Reaper 2024-25 - 3.13 -
2023-24 - 3.13 3.13
Ring Frames, Doublers and Worsted Ring Frames 2024-25 - 0.61 -
2023-24 - 0.61 0.61
Speed Frames 2024-25 - 0.39 -
2023-24 - 0.39 0.39
Other Sales 2024-25 2,948.87 - 2.35
2023-24 706.77 - -
Add: Other Operating Revenue / Income 2024-25 3,469.95 - -
2023-24 1,422.33 - -

Total Operating Revenue / Income from Operations 2024-25 5,10,657.19 3,789.11 1,676.14
2023-24 3,50,287.01 6,466.11 3,789.11

212
 Corporate Overview Statutory Reports Financial Statements

Notes on Consolidated Financial Statement

1.52 Other Disclosures
Other notes and disclosures to be inserted in the consolidated nancial statements are similar to those of standalone nancial statements
of Texmaco Rail & Engineering Ltd.; and hence have not been repeated here.
The relevant note references in the standalone nancial statements are given below:

Particulars Note Reference of standalone

nancial statements
Realisable Value of Current Assets, Loans & Advances Note 1.38
Balance Con rmation of Debtors and Loans & Advances Note 1.39
Amount Remitted During the Year on Account of Dividend
(As Certi ed by the Management) Note 1.45
Consumption of raw material, components, stores and spares Note 1.47
Escalation, Insurance claim and other claims Note 1.48
As a part of company's risk management policy, the nancial risks mainly relating Note 1.51
to changes in the exchange rates are hedged by using a combination of forward
contracts, besides the natural hedges.
Details of Income/Expense on Net Basis Note 1.52
Financial Risk Management Objectives and policies Note 1.54
There are no changes arising out of inclusion of the subsidiaries / joint ventures amounts in the above disclosures

Note 1.53 Additional Regulatory Information

1) Company has used the borrowings from banks and nancial institutions for the speci c purpose for which it has taken
at the balance sheet date.
2) No proceedings have been initiated or pending against the company for holding any benami property under the
Benami Transactions (Prohibition) Act,1988 (45 of 1988) and the rules made thereunder, and company has not been
declared as a willful defaulter by any bank or institution or other lender.
3) To the best of the information available, the company has not entered any transactions with companies struck off
under section 248 of the Companies Act,2013 or section 560 of Companies Act,1956
4) Company is lling monthly statement of current assets in respect of its borrowings from banks and status of
agreement of quarter end statements with books are as under:

31st March 2025 Quarter-1 Quarter-2 Quarter-3 Quarter-4

Status In Agreement In Agreement In Agreement In Agreement
Reason of Material difference NA NA NA NA
5) There is no income surrendered or disclosed as income during the year in tax assessment under the Income Tax
Act,1961 (such as search or survey), that has not been recorded in the books of account.
6) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (“Funding Party”)
with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend
or invest in other persons or entities identi ed in any manner whatsoever by or on behalf of the ultimate bene ciaries.
7) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entity (“intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or
entities identi ed in any manner whatsoever by or on behalf of the Company (“Ultimate Bene ciaries”) or provide any
guarantee, security, or the like on behalf of the Ultimate Bene ciaries.
8) The Company has not traded or invested in crypto currency or virtual currency during the year.

213
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes on Consolidated Financial Statement

Note 1.54 Previous year's gures have been regrouped/ rearranged/ restated/ recast wherever necessary to con rm this
year's classi cation.
Note 1.55 Figures below `500/- have been omitted for rounding off, `500/- and above have been rounded off to
the next `1,000/-.

In terms of our Report of even date attached herewith.

For L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E

Ranjan Singh
Partner Directors
Membership No.305423 [Link]
F2/2, Gillander House Utsav Parekh
8, Netaji Subhas Road Indrajit Mookerjee
Kolkata- 700 001 Sandeep K. Sultania K. K. Rajgaria Sudipta Mukherjee
Dated: 16th May, 2025 Company Secretary C.F.O [Link]

214
 Corporate Overview Statutory Reports Financial Statements

Notes

215
Texmaco Rail & Engineering Ltd. Annual Report 2024-25

Notes

216