Interim report
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CIN: L27320WB1997PLC084819 Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata – 700016, WB, India Corporate Office: Titagarh Towers, 756, Anandapur, E. M. Bypass, Kolkata - 700107, WB, India Phone: +91 33 4019 0800 | Fax: +91 33 4019 0826 | Email: corp@titagarh.in | Web: www.titagarh.in 13th February, 2026 BSE Limited (BSE) The Department of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 Scrip Code: 532966 National Stock Exchange of India Limited (NSE) The Listing Compliance Department Exchange Plaza Bandra-Kurla Complex Bandra (E), Mumbai – 400 051 Scrip Code: TITAGARH Madam/Sir, Sub: Outcome of the Board Meeting held today i.e., 13th February, 2026 Pursuant to provisions of Regulations 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), this is to inform you that the Board of Directors of the Company at its meeting held today i.e., 13th February, 2026, inter alia, considered and approved the following: 1. Unaudited Financial Results (Standalone and Consolidated) for the quarter and nine months ended 31st December, 2025 which are enclosed herewith along with Limited Review Report of the Auditors’ thereon. 2. Resignation of Shri Saket Kandoi (DIN: 02308252) from the office of Director & CEO (Shipbuilding & Maritime Systems) from the close of business hours on 13th February, 2026, vide his letter dated 5th February, 2026, pursuant to the transfer of the Shipbuilding & Maritime Systems (SMS) business by execution of Business Transfer Agreement , to Titagarh Naval Systems Limited, wholly owned subsidiary of the Company (TNSL), to enable him to devote full time and attention to the SMS business under TNSL. The Board of Directors placed on record its appreciation for the services rendered by Mr. Kandoi during his tenure as the Director & CEO (Shipbuilding & Maritime Systems) of the Company. The details as required under Regulation 30 of Listing Regulations read with relevant SEBI Circulars in this regard are given below in Annexure- I. The meeting commenced at 6.00 P.M. and concluded at 8.30 P.M. The said disclosure is also being made available on the website of the Company at www.titagarh.in. Please take the above on record. Thanking you, yours faithfully, For Titagarh Rail Systems Limited Aditya Purohit Company Secretary & Compliance Officer M. No. 27825 Encl. as above TITAGARH RAIL SYSTEMS LIMITED
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CIN: L27320WB1997PLC084819 Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata – 700016, WB, India Corporate Office: Titagarh Towers, 756, Anandapur, E. M. Bypass, Kolkata - 700107, WB, India Phone: +91 33 4019 0800 | Fax: +91 33 4019 0826 | Email: corp@titagarh.in | Web: www.titagarh.in ANNEXURE l Disclosure of information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with SEBI Circulars. SI No. Particulars Details 1. Name of the Director Shri Saket Kandoi 2. Reason for change viz. appointment/ cessation Resignation of Shri Saket Kandoi (DIN: 02308252) from the office of Director & CEO (Shipbuilding & Maritime Systems) from the close of business hours on 13th February, 2026, vide his letter dated 5th February, 2026 pursuant to the transfer of the Shipbuilding & Maritime Systems (SMS) b usiness by execution of Business Transfer Agreement , to Titagarh Naval Systems Limited, wholly owned subsidiary of the Company (TNSL) to enable him to devote full time and attention to the SMS business under TNSL. 3. Date of appointment/re- appointment/cessation Close of business hours on 13th February, 2026. 4. Brief Profile (in case of appointment) Not Applicable 5. Disclosure of relationships between directors (in case of appointment of a director). Not Applicable 6. Letter of resignation along with detailed reasons for resignation Enclosed herewith TITAGARH RAIL SYSTEMS LIMITED
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To The Board of Directors Titagarh Rail Systems Limited Cin : L27320WB 1 997PLC084819 Poddar Point, 10th Floor, 113 Park Street, Kolkata - 700 016 Subject: Resignation from the Directorship Dear Sir(s), 05th Feb 2026 Pursuant to the execution of the Business Transfer Agreement and the transfer of the Shipbuilding Business to Titagarh Naval Systems Limited, I hereby tender my resignation from the position of Director & CEO (Shipbuilding and Maritime Systems) of the Company. I request the Board to kindly accept my resignation and release me from my duties with effect from the close of business hours on the date of board meeting. This decision has been made to enable me to devote my full time and attention to the Shipbuilding and Maritime Systems business under Titagarh Naval Systems Limited. I further request the Company to complete all necessary filings and intimations with the Registrar of Companies and other statutory authorities in this regard. I take this opportunity to express my sincere appreciation for the support and cooperation extended to me during my tenure. Thanking You Yours faithfully , Saket Kandoi Director Din 02308252
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Price Waterhouse & Co Chartered Accountants LLP Plot No. 56 & 57, Block DN Sector V, Salt Lake Kolkata 700 091 Review Report To The Board of Directors Titagarh Rail Systems Limited Poddar Point, 10th Floor, 113 Park Street, Kolkata - 700016 Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072 1. We have jointly reviewed the standalone unaudited financial results of Titagarh Rail Systems Limited (the "Company") for the quarter ended December 31, 2025 and the year to date results for the period April 1, 2025 to December 31, 2025, which are included in the accompanying 'Statement of Standalone Unaudited Financial Results for the Quarter and Nine Months Ended December 31, 2025' (the "Statement"). The Statement has been prepared by the Company pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations, 2015"), which has been initialled by us for identification purposes. The Statement is the responsibility of the Company's management and has been approved by the Board of Directors. Our responsibility is to issue a report on the Statement based on our review. 2. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. 3. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. 4. We draw attention to Note 3 to the Statement in respect of investments [directly and indirectly through Shivaliks Mercantile Limited (formerly Shivaliks Mercantile Private Limited) ("SML"), a joint venture company] in Titagarh Firema SpA ("Firema"), an associate company based in Italy, having a carrying value of Rs 112. 73 crores and other receivables from Firema and SML aggregating Rs 66.44 crores as at December 31, 2025. The Company has also provided secondary collateral security to a secured lender of Firema by way of mortgage of the Company's land parcel at Bharatpur having a book value of Rs 156.61 crores as at December 31, 2025. Firema has been experiencing financial stress and the Board of Directors of Firema approved the initiation of protective proceedings under the Italian Crisis Code - Composizione Negoziata della Crisi ("CNC") during May 2025, and appointed an independent expert under the CNC framework to evaluate strategic alternatives for revival. Firema has received a binding offer during the quarter ended December 31, 2025, for transfer of identified business undertaking on a going concern basis, which, however, can undergo a change in case a better offer is received by it on or before February 16, 2026, as per the Court of Naples Order dated January 29, 2026. Pending the outcome of the CNC process, the Company has not recognised any provision for potential loss in respect of the aforesaid exposures in Firema in the unaudited standalone financial results for the quarter and nine months period ended December 31, 2025. The possible impact of this matter on the profits for the quarter and nine months ended December 31, 2025, and the net worth of the Company as at December 31, 2025, is currently not determinable.
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Price Waterhouse & Co Chartered Accountants LLP Plot No. 56 & 57, Block ON Sector V, Salt Lake Kolkata 700 091 Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072 5. Based on our review conducted as above, except for the indeterminate effect of the matter stated in paragraph 4 above, nothing has come to our attention that causes us to believe that the Statement has not been prepared in all material respects in accordance with the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies and has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement. For Price Waterhouse & Co Chartered Accountants LLP Firm Reg· ti,-ation Number: 304026E/E-300009 Pra i Agrawal Partner Membership Number: 099903 UDIN: 26099903ZLJYYY7275 Place: Kolkata Date: February 13, 2026 For Salarpuria & Partners Chartered Accountants Firm Registration Number: 302113E Anand Prakash Partner ~ Membership Number: 056485 UDIN: 26056485BLOYGK6657 Place: Mumbai Date: February 13, 2026
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TITAGARH RAIL SYSTEMS LIMITED CIN NO: L27J20WB1997PLC084819 REGISTERED OFFICE: PODDAR POINT, 113 PARK STREET, 10TH FLOOR, KOLKATA- 700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: INFO@TITAGARH.IN STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2025 (Rs. 1n Crores) ·- - 9UA{m;R EIIIDED NINE MONTHS ENDED YEAR ENDED SI. PARTICULARS ~cem~3j , Saptember'30 , ,o.i:ember 31, Dllcamber 31, ' t>eumti:•r3'i, .- No. -2025' 2025 2024 i202S 202.4 March 31, 2025 ' Unaudllod_ Una1/lll.lod Una.udllod Unill'dlte<f Unaudlfod Alldlleef 1 Revenue from Operations 822,72 7B8.32 B71.73 2,285 04 2,748.94 3,747 38 2 Olhe,- Income 10.71 14.45 22.48 36 BO 45.49 75,25 3 Total Income 833.43 802.77 894.21 2,321.84 2,794.43 3,822.63 4 Expenses a) Cost or Raw Materials & Components Consumed 635.11 559.47 675.10 1,694,20 2, 100,96 2,870.42 b) Changes in Inventories of Finished Goods, Work-in-progress and Saleable (35.62) 24.57 (10,61) (29 41) (1 2..66) (36Af) Scrap c) Employee Benefits Expense 27.74 23,56 20.05 75.31 53.73 78,96 d) Finance Costs 17.49 18,27 21.10 53.59 51.09 73.14 e) Depreciation and Amortization Expense 12.19 12.22 6.44 36.12 20.B6 29.03 f) Olher Expenses 96.47 92.01 B7 44 280.11 270.84 382.61 Tot.a.I Expenses (a to f} 753.38 730.10 799.52 2,109.92 2,484.82 3,397.75 5 Prom before Tax (3-4) 80.05 72.67 94.69 211.92 309.61 424.88 6 Income Tax Expense a) Current tax (including earlier years) 18.92 17,91 23 75 50.99 79.52 99 53 b) Deferred Tax - Charge/ (Credit) (1 .13) 2.91 2.81 1,96 (0.32) 8 32 Total Income Tax Expense 17.79 20.82 26.56 52.95 79.20 107.85 7 Profit for the Period/ Year from continuing operations (5-6) 62.26 51.85 68.13 158.97 230.41 317.03 B Profil/ (Loss) from discontinued operations (Refer Note 7 below) (7.55) (521 ) 0.41 f 14.82) (5 ,0,3) (13.32) 9 Ta expense of discontinued operations (1 .01 ) (0.65) 007 (1.6 1) 0.47 0 28 10 Profit/ (Loss) for the Period/ Vear from discontinued operations (8-9) {6.54) (4.56) 0.34 (13.21) (5.50) (13.60) 11 Prom for the Period/ Year (7+1 OJ 55.72 47.29 68.47 145.76 224.91 303.43 12 Olhor Comprehensivo Income Uem that will be reclassified to profit or loss: Fair Value change in Cash Flow hedges - 2 06 . 0.64 . Income lax on above - - (0,52) . (0.1 6) . llem that will not be reclassified to profit or loss: Remeasurement gains / (loss) on defined benefit plans 1,97 (0.16) (0,0,3) 1 65 (0.09) (1.96) Income tax on above (0.49) 0,04 . (0.41) 0.02 0.49 Total Other Comprehensive Income 1 ,48 (0.12) 1.51 1.24 0.41 (1 .47) 13 Total Comprehensive Income for the Period/ Year (11+12) 57.20 47.17 69.98 147.00 225.32 301.96 14 Po1<1-up Equity Share Capital (Face value Rs 2/- each) 26.93 26,93 26 93 26 93 26.93 26.93 15 Olher Equity 2,492 81 16 Earnings per Equity Share (of Rs. 2/- each) (Nol Annualised except for the year ended March 31, 2025) For Continuing Operations - Basic (Rs.) 4,62 3 85 5 06 11.80 17.11 23.54 - Diluted (Rs ,) 4.62 3.85 5 06 11.80 17.11 23.52 For Discontinued Operations - Basic (Rs.) (0,49) (0.34) 0 03 (0 98) (0.41) (1 .01 ) - Diluted (Rs.) (0,49) (0.34) 0,03 (098) (0 41) (1 .01 ) For Continuing and Discontinued Operations - Basic (Rs.) 4.13 3.51 5,09 10.82 16.70 22 53 - Diluted (Rs.) 4,13 3 51 5.09 10.82 16.70 22,51
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TITAGARH RAIL SYSTEMS LIMITED CIN NO: L27320W81997PLC084819 REGISTERED OFFICE: PODDAR POINT, 113 PARK STREET, 10TH FLOOR, KOLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: INFO@TITAGARH.IN STANDALONE SEGMENTWISE REVENUE, RESULTS, ASSETS AND LIABILITIES {R!I. In Cror05) QUARTER ENDED NINE MONTHS ENDED YEAR ENDED SI. PARTICULARS Oilcember31, September 30, Decemtiar 31, Decemller31, December 31, No. 2025 2025 .2024 .2025 2024 Man:h 31, 2025 Unaudited. Unaur:lilftd- Ururndllild Unaudltlfd !Jnaudllelf' Audited 1 Segment Revenue I a) Freight Rail Systems 656 36 666.11 B22.34 1,919.04 2.581.77 3.491 ,83 b) Passenger Rail Systems 166.36 122 21 49.39 366.00 167.17 255.55 Revenua from Operations 822.72 788.32 871.73 2,285.04 2,748.94 3,747.38 2 Segment Results [Profit before tax and interest] a) Freight Rail Systems B2 26 77,90 101,3B 229.36 33512 450 96 b) Passenger Rail Systems 21.60 13.98 4.66 44.32 11 90 21.14 Total 103.86 91.88 106.04 273.68 347.02 472.10 (Add) / Less : I Interest Expense I (Income) - Net 5.39 1.80 (0.23) 11 .37 0.41 7.66 II Unallocable expenditure net of income 18.42 17 41 11.58 50.39 37.00 39.56 Profit before Tax 80.05 72;67 94.69 211.92 309.61 424.88 Les-s: Tax Expenses 1779 20.82 26.56 52.95 79.20 107.85 Prent for the Period/ Year from continuing operations 62.26 5f:85 68.13 158.97 230,41 317.03 ?ronv (Loss) from disconlinued operations (Refer Note 7 below) (7.55) (5.21) 0.41 (14 82) (5.03) (13.32) Tax expense of disconlinued operations (1.01) (0.65) 0.07 (1 .61) 0.47 0.28 ProflU (Loss) for the Period/ Year from discontinued operations 16,541 (4.56) 0.34 113.211 15.501 {13.50} Prolll for the Period/ Year 55.72 47.29 68.47 145.76 224.91 303.43 3 Segment Assets a) Freight Rail Systems 1,441 67 1,470.20 1,660.88 1,441 67 1,660.88 1,599 32 b) Passenger Rail Systems 1,228.31 1,117.98 782.77 1,228.31 782.77 902 26 c) Unallocable 1,219.23 1124.71 1,198.46 1.219.23 1.198.46 1.160,00 Total Reportable Segments 3,889.21 3,712.89 3.642. 11 3,889.21 3,642.11 3,661 .60 d) Asset held for sale 210.75 140.26 162.54 210.75 162.5"4 135.03 Total 4,099.96 3,853.15 3,804.65 4,099.96 3,604.65 3,796.63 4 Segment Liabilities a) Freight Rail Systems 375.93 349,36 516.59 375.93 516.59 392 72 b) Passenger Rail Systems 256.16 261,24 235,64 256.16 235 64 26114 C) Unallocable 667.87 628.83 593,59 667,87 593_59 610 22 Total Reportable Segments 1,299.96 1.239.43 1.345.82 1.299.96 1,345.82 1,264.08 5 d) Liabilities held for sale 96_03 17. 19 15.63 96.03 15.63 12.81 Total 1,395.99 1,256.62 1,361.45 1,395.99 1,361.45 1,276.89 5 Geographical Segment (Revenue from Operations! a) India 822.72 788.32 671 .73 2,285.04 2,743.11 3,741 55 b) Rest of lhe World . - - 5_83 5.83 Total 822.72 788,32 871.73 2,285.04 2,748.94 3,747.38
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TITAGARH RAIL SYSTEMS LIMITED GIN NO: L27320WB1997PLC084819 REGISTERED OFFICE: PODDAR POINT, 113 PARK STREET, 10TH FLOOR, KOLKATA- 700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: INFO@TITAGARH .IN STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED OECEMBER 31, 2025 Notes : 1 The Slandalone Unaudited Financial Results for lhe quaner and nine months ended December 31, 2025 have been prepared in accordance with lhe recognition and measurement principles laid down in Indian Accounting Standards ("Ind AS") prescribed under section 133 of Companies Acl, 2013 read wilh the relevant rules thereunder and in terms of Regulation 33 of the SEBI (Us~ng ObligaLions and Disclosure Requirements) Regulations 2015, as amended, The same was reviewed by the Audit Commillee and approved by the Board of Directors of the Company at its meeting held on February 13, 2026. The reportable operating segments identified for the Company are "Freight Rail Systems" (which includes bridges and defence) and "Passenger Rail Systems" Shipbuilding & Maritime Systnrns (SMS), eanier being part of Freight Rail Systems has been considered as discontinued operalions and disclosed separately (Refer Note 7), The Company has made investments in Titagarh Firema SpA (Firema), an associate company based in Italy (directly and indireclly through Shivalik Mercantile Limited (SML). a joint vonU.re Company owning 40.86% equity in Firema), having 11 carrying value of Rs 112.73 crores and other receivables from Firema and SML aggregaling lo Rs 66.44 crores as al December 31 , 2025 In addilion. lhe Company had provided by way of secondary collateral security mortgage of ils land parcel situated al Bharatpur {Net block of Rs 156.61 crores as at December 31 , 2025) on pari passu basis to secured lender of Fire ma. The Government of Italy, through ifs investment agency, lnvitalia owns 31 .01 % equity shares of Firema. Post recapitalisation in February 2024 C)i bolh the shareholders and owing to a healthy order book, Firema was in the process of revival by ramping up ils operations. however, due to completely unexpected and unfornseon developments which were outside and beyond the conlrol of Firema, including disputes raised by one of the largest customer of Firema who inleralia suspended payments of all Invoices. resulted in a severe cash crunch causing significant operalional and financial problems for Ffrema, Firema with the support of lhe Ministry of Enterprise, Government of Italy, have been aclively trying Lo find a resolution to the aforesaid problems. Ministry of Enterprise, vide its minutes of meeting dated May 5, 2025, has indicated possibility of inducting new equity investors including acquisition of the majority slake of Firema by private and/or governmental enlilies, including lhn State Railways of Italy. Meanwhile, in compliance wilh lhe relevant laws of Italy regulaling companies in financial difficulties, the Board of Directors of Firema, approved lhe initiation of necessary protection proudur s under the Italian Crisis Code - Composizione Negoziata della Crisi {CNC) and also formulated a restructuring plan, which was filed on May 14, 2025 wilh the Chamber of Commerce and was also admilled by the Court of Naples on May 27, 2025, who vide ils initial order dated June 17, 2025 and various subsequent orders confirmed the prolective measures under article 19 of I Italian Crisis code against any potential actions of the creditors until May 18, 2026, An independent expert was appoinled by lhe relevant authority lo evaluate the feasibility of restructimg process under CNC including the fresh equity infusion by a potential investor. Pursuant lo the expression of interest submilled on September 18, 2025, after completion of due diligence process . a binding offer has been received from Ferrovie dello Slato ltaliane SpA C-FS Group) , Italy's slate-owned railway operalo r on December 11, 2025 as amended on December 24, 2025 10 acquire, on a going-concern basis. idenlified business undertaking of Firema subject 10 certain condition precedent. The reslrucluring plan has been finalised considering lhe acceptance of lhe binding offer of FS Group and voluntary liquidation of residual Firema The said offer and restructuring plan has been accepted by the Board of Directors of Firema on December 24, 2025 and has been approved by the Court of Naples on January 29, 2026 who has fli<lhered ordered for conducting of a competitive bidding by way of public advertisement, inviting improved offers as per Italian law on or before February 16, 2026, In view of lhe facts stated above. pending final outcome, il is nol possible lo ascertain potential adjustments, if any, on the direct and indirect investment into Firema, other receivables aod exposure on account of ils collateral security as slated above as at December 31, 2025. Necessary adjustments, if any, in the financial statements will be done on successful conclusion of he proposed transaction and complele clarity is obtained on lhe financial implications on to the Company. 4 Pursuanl lo approval of lhe shareholders at the Extra-Ordinary General Meeting held on Augusl 8, 2025, for the issue of 21, 11,932 convenible warrants of Rs 947/- each (Issue) to members ol lhe promoter group on a preferential basis (Warrants) aggregating Rs 199.99 crore ('Consideration') followed by the in-principle listing approval received from BSE and NSE on October 2-', 2025, lhe Management Committee duly authorised by the Board in lhis regard, allotted the said Warrants on November 4, 2025 against receipt of Rs 49 ,99 crores being lhe application rnoney equivalent to 25% of tile Consideration in cash (balance 75% payable within 1 B months from the dale of allotment of Warrants) and the said amount has been utilized by the Company In accordan ce with the objects of the Issue. On payment of full Consideration, the Warrants are convertible into equivalent number of Equity Shares of face value of Rs, 2/- each fully paid at , premium of Rs 945/- per equity share, subject to necessary approvals, as may be required, s Under TRSL ESOP Scheme 2023 ('ESOP Scheme') 124,500 Options (from out of 5,00,000 Options granted on February 3, 2025) were granted by the Nomination and Pcmunor:i Commillee (NRG) at an exercise price of Rs. 860/- per option lo eligible employees on December 31, 2025, Each Option when exercised, will entitle the employee concerned lo one fully equity share of Rs. 2/- each.NRC has further granted 7,50,000 Options from out of the enhanced 10,00,000 Options by modification lo the ESOP Scheme, on December 31, 2025, al an exercise price of Rs. 75D/- per Option to the eligible employees who will upon exercise be entitled to equivalent number of Equity Shares of Rs. 2/- each. The above has been correspondingly accounted for in accordance with Ind AS-102 and includes 40,000 Oplions granted to the employees who are being transferred to Titagarh Naval SY$1.em~ Limited, wholly owned subsidiary of the Company as part of the SMS business, effeclive from January 01, 2026. 6 On November 21, 2025. the Government of India notified the four Labour Codes - lhe Code on Wages, 2019, The Industrial Relations Code, 2020, the Code of Social Security, 2020, and Illa Occupalional Safety, Health and Working Condilions Code, 2020 - consolidaling 29 existing labour laws, The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due lo changes in regulations. The incremental impact of these changes have been assessed and disclosed on the basis of the best fnlormatlon available, consistent wilh lhe guidance provided by the lnslilule of Chartered Accountants of India.Accordingly, an incremental liability of Rs. 3.39 crores have been recognised during llli! quarter and nine monlhs ended December 31. 2025 The Company continues to monitor the finalization of Central/ Stale Rules and darificaLions from lhe Government on other aspecls of tho Labour Code and would provide appropriate accounting effect on lhe basis of such developments as needed. 7 Subsequent lo in principle approval by the Board of Directors in lheir meeting held on August 1 1. 2025 and final approval accorded on December 31 , 2025, the Iran sf er of its Shipbuilding & Mwli1111u Eyulu11m ("EME:-) ~ud11uw Lu Tiluyud, f-Juvul Sy~lu11 1~ U111lluJ (fu1111u,ly Tiluyu lh f-Juvul Syclu111c P,ivutu LimiluJ) CH13L ", , l'Jh lly ,,wnwd •uD,idia,y •:•f lh• C•ompany) u • !l~ concern on a slump sale basis through execution of a Business Transfer Agreement ("BTA") on the terms and condilions including consideration of Rs. 114.88 crores which shall be <IJSChargi!d by TNSL by issue of equity shares, as contained in the BTA, will be effective from January 01, 2026, wilh a view to focus on lhe core business. Accordingly, the standalone financial results for the Quarter ended December 31, 2025 including segment disdosures exdude SMS business which has been lrealed as discontinued opcra11ons and shown separately in lhe table below: OOAATER ENDED PARTICULARS December 31, September 30, December 31, 2025 2025 2024 On,wifltod R11vent1c from irotJons 30.45 Loss botarc Ta.< 0.41 0.07 Loss after Tax 0 ,3' Place: Kotkata Dated : February 13, 2026 (Rs, In Crores) NfNE:MONTHS ENDED. YE.AJ:t,ENOED December 31, 2025 December 31, 2024 March 31, 2025 For and on behalf of the Board of Dfreators ANIL KUMAR AGARWAL Deputy Managing Director DIN; 01501767
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Price Waterhouse & Co Chartered Accountants LLP Plot No. 56 & 57, Block DN Sector V, Salt Lake Kolkata 700 091 Review Report To The Board of Directors Titagarh Rail Systems Limited Poddar Point, 10th Floor, 113 Park Street, Kolkata - 700016 Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072 1. We have jointly reviewed the consolidated unaudited financial results ofTitagarh Rail Systems Limited (the "Holding Company"), its subsidiaries and a trust (the Holding Company, its subsidiaries and a trust hereinafter referred to as the "Group"), and its share of the net profit/ Ooss) after tax and total comprehensive income/ loss of its joint ventures and associate company (refer Note 1 on the Statement) for the quarter ended December 31, 2025 and the year to date results for the period April 1, 2025 to December 31, 2025 which are included in the accompanying 'Statement of Consolidated Unaudited Financial Results for the Quarter and Nine Months Ended December 31, 2025' (the "Statement"). The Statement is being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations, 2015"), which has been initialled by us for identification purposes. 2. This Statement, which is the responsibility of the Holding Company's Management and has been approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting", prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements ('SRE') 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.
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Price Waterhouse & Co Chartered Accountants LLP Plot No. 56 & 57, Block DN Sector V, Salt Lake Kolkata 700 091 4. The Statement includes the results of the following entities: 1. Titagarh Rail Systems Llmited Subsidiaries 2. Titagarh Singapore Pte Ltd Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072 3. Titagarh Firema Engineering Services Private Limited 4. Titagarh Naval Systems Limited ( w.e.f August 11, 2025) Trust 5 . Titagarh Group Foundation (w.e.f July 28, 2025) Joint Ventures 6. Titagarh Merrnec Private Limited 7. Rarnkrishna Titagarh Rail Wheels Limited 8. Shivaliks Mercantile Limited (formerly Shivaliks Mercantile Private Limited) Associate 9 . Titagarh Firema S.p.A 5. We draw attention to: a) Note 4 to the Statement in respect of investments [directly and indirectly through Shivaliks Mercantile Limited (formerly Shivaliks Mercantile Private Limited) ("SML"), a joint venture company] in Titagarh Firema SpA ("Firema"), an associate company based in Italy, having a net equity investment of Rs 58.27 crores and other receivables from Firema and SML aggregating Rs 66.44 crores as at December 31, 2025. The Holding Company has ~so provided secondary collateral security to a secured lender of Firema by way of mortgage of the Holding Company's land parcel at Bharatpur having a book value of Rs 156.61 crores as at December 31, 2025. Firema has been experiencing financial stress and the Board of Directors of Firema approved the initiation of protective proceedings under the Italian Crisis Code - Composizione Negoziata della Crisi ("CNC") during May 2025, and appointed an independent expert under the CNC framework to evaluate strategic alternatives for revival. Firema has received a binding offer during the quarter ended December 31, 2025, for transfer of identified business undertaking on a going concern basis, which, however, can undergo a change in case a better offer is received by it on or before February 16, 2026, as per the Court of Naples Order dated January 29, 2026. Pending the outcome of the CNC process, the Holding Company has not recognised any provision for potential loss in respect of the aforesaid exposures in Firema in the unaudited consolidated financial results for the quarter and nine months period ended December 31, 2025. The possible impact of this matter on the profits for the quarter and nine months ended December 31, 2025, and the net worth of the Group as at December 31, 2025, is currently not determinable. b) The Statement also includes the Group's share of consolidated loss of Rs. 6.25 crores and Rs.16.31 crores and total comprehensive loss of Rs. 6.25 crores and Rs. 16.31 crores of SML for the quarter ended December 31, 2025 and for the period from April 1, 2025 to December 31, 2025, respectively, which is based on interim consolidated financial information prepared by SML that has neither been audited nor reviewed and has been furnished to us by the Holding Company's Management. The possible impact of this matter on the Statement is currently not determinable.
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Price Waterhouse & Co Chartered Accountants LLP Plot No. 56 & 57, Block DN Sector V, Salt Lake Kolkata 700 091 Salarpuria & Partners Chartered Accountants 7, C.R. Avenue, Kolkata- 700 072 6. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review report of other auditors referred to in paragraph 7 below except for the indeterminate effect of the matters stated in paragraph 5 above, nothing has come to our attention that causes us to believe that the accompanying Statement has not been prepared in all material respects in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India and has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement. 7. The consolidated unaudited financial results include the Group's share of net loss after tax of Rs. 1.10 crores and Rs. 12.16 crores and total comprehensive loss of Rs. 1.06 crores and Rs. 12.12 crores for the quarter ended December 31, 2025 and for the period from April 1, 2025 to December 31, 2025, respectively, in respect of one joint venture. This interim financial results have been reviewed by other auditor and their report dated January 27, 2026 vide which they have issued an unmodified conclusion, have been furnished to us by the other auditor and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this joint venture, is based on the report of the other auditor and the procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of the above matter. 8. The consolidated unaudited financial results include the interim financial information of three subsidiaries (including interim financial information of one subsidiary prepared on liquidation basis, refer note 9 on the Statement) and one trust which have not been reviewed by their auditors, whose interim financial information reflect total revenue of Rs. 1.05 crores and Rs. 7.63 crores, total net profit after tax of Rs. 0.26 crores and Rs. 0.16 crores and total comprehensive income of Rs. 0.26 crores and Rs. 0.16 crores for the quarter ended December 31, 2025 and for the period from April 1, 2025 to December 31, 2025, respectively, as considered in the consolidated unaudited financial results. The consolidated unaudited financial results also include the Group's share of net loss after tax of Rs. Nil and Rs. Nil and total comprehensive loss of Rs. Nil and Rs. Nil for the quarter ended December 31, 2025 and for the period from April 1, 2025 to December 31, 2025, respectively, as considered in the consolidated unaudited financial results, in respect of one associate company and one joint venture based on their interim financial information, which have not been reviewed by their auditors. According to the information and explanations given to us by the Holding Company's Management, these interim financial information are not material to the Group. Our conclusion on the Statement is not modified in respect of the above matter. P er aterhouse & Co Chartered Accountants LLP ation Number-: 304026E/E-300009 1 embership Number: 099903 UDIN: 26099903GHNQFE7030 Place: Kolkata Date: February 13, 2026 For Salarpuria & Partners Chartered Accountants Firm Registration Number: 302113E Anand Prakash Partner ~ Membership Number: 056485 UDIN: 26056485VLSRSW 4225 Place: Mumbai Date:February13,2026
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TITAGAR!i RAIL SYSTEMS LIMITED CIN NO:- L27320WB1997PLC084819 REGISTERED OFFICE -10TH FLOOR, PODDAR POINT, 113 PARK STREET, KDLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: CORP@TITAGARH.IN STATEI.IENT OF CONSOLIDATED UNAUDITED FINANC!AL RESULTS FOR THE QUARTER AND NINE MONTHS PERIOD ENDED D!'CEMBE.R 31 2025 lib. In c,oro•t QUARTER ENDED NINE MONTHS ENDED YEAR ENDED SLNO, PARTICULARS 0e ..... -a1, Sapl9mber 30, December 31, - Decembar J1, Dacemlier 31, March 31, 2025 2025 2.DU 2024 ~ 21126 2024 Uri111dlted unalllllled u,w.ultiltd I' unaudll•d Ul\l.udllad.. Audlldd 1 Revenue from Operalions 632 06 799 03 902.18 2,310 39 2,862 18 3,867 75 z Other Income 10 78 1444 22.48 36 87 45 49 75 35 3 Total Income 842.84 813.47 924.66 2,347.26 2,907.67 J,943.10 4 Expenses a) Cost of Raw Materials & Components Consumed 643,33 565.41 697.99 1,70907 2,19533 2,964.91 b) Changes in Inventories of Finished Goods, Work-in-progress and Saleable (35.62) 24.57 (10 61) (29,41) (12 31) (3606) Scrap c) Employee Benefits Expense 30 61 25 54 21 80 82 47 58 87 86,89 d) Finance Costs 17,79 18,26 2110 53 89 51 ,09 73.15 e) Depreciation and Amortisation Expense 12 53 12.42 6.36 36 87 21 ,15 29.58 n Other Expenses 101 70 99 88 92 92 297 49 288 97 418 97 Total Expenses {a to f) 770,34 746.0B 829.56 2,150.38 2,603.10 3,537.44 s Profit before Share or Loss of Joint Ventures and Associates, Exceptlonal 72.50 67.39 95.10 196.88 304.57 405.66 Items and Tax (3-4) 6 Share of Profit/ (Loss) or Joint Ventures or Associate (7.35) (10.09) (6,58) (28 47) (15.08) (23.92) 7 Profit berore Tax (S-6) 65.15 57.30 BB.52 168.41 2B9.49 3B1.74 B Tax Expense a) Currenl tax (including earlier years) 19.08 1806 23.75 5141 79,52 99_63 b) Dererred Tax - Charge/ (Credil) (2.17) 2 21 2,41 0 24 (0 32) 705 Total Tax Expense 15.91 20.27 26.16 51.65 79.20 106 68 9 Profit for the Period I Year from continuing operations 17-81 48.24 37.03 62.36 116 ,75 210.29 275.05 ,o prof1U ('l ossJ from disconfinued operanans (Refer Nole 9 berowJ (0 09) (0 03) 0 41 (0 67) 0 l1l ro f•l 11 Tax expense of disconlinued operations . 12 ProfiU (Loss) for the Period/ Year from discontinued operations (10+11) (0.09) (0.03) 0.41 (0.67) 0,18 f0.14) 13 Profit ror the Period I Year (9+1 ZJ 48.15 37,00 62.77 116,09 210.47 274 92 AHri butable to: Shareholders of the Company 48 03 36,90 62 77 11579 21047 276 39 Non-Controlling Interest 012 0,10 . 0 30 11.47) 14 OHU!r Cornprc f\onsivo lncomu a) Items that will be reclasslfied to profit or loss: i) Net Gain/ (Loss) on Foreign Currency Translation Differences D,09 026 (0 32) 092 (009) 0 15 i) Fair value change of cash flow hedges - 2 06 . 064 . In) Tax expenses on above . (0 52) (016) bJ Items that will not be reclasslfied to profit or loss: l))Remeo!,\,lremei,, (gains) / loss on defined benefil plans 1 97 (016) (0 03) 1,65 (009) (1 95) Ii) Share of other comprehensive income of investments accounted for using the 0 04 0,04 . uqu!\y method ru) Tax e>cpenses on above (0 49) 0,04 (0 00) (0 41) 0 02 0 49 Tal;al Othetr CCmpmho11f!ilVD lncam1111 / (Lon} 1.61 0.14 1.19 2.20 0.32 {1.32) Attl'ibutable to: Continuing Operalions 1 52 (0 12) 1.51 1 28 0 41 (1 47) Discontinued Opera lions 0.09 0.26 ,a 321 o 92 /0 09\ 015 15 Total Comprehensive Income tor tne Perlod TYear (13+14J 49.76 37.14 63,96 118,29 210.79 273.60 Attrfburablo lo: Continuing Operations 49 76 36 91 63 87 118 04 21070 273 59 Dis<;0nlinued Operations 0.00 0 23 0,09 0 25 009 0 01 Attrlbulllblo to: Shareholders of the Company 49 64 37 04 63 96 117.99 210.79 27507 Nan-ControHing lntere:,t 0.12 0.10 0.30 . 11 47) 16 P,0l0-jlp cQO!iYfil;a<O C<IIIIUIT (Fate v:in,. R• 2/- eaell] 26 93 26,93 z5_g3 25 .93 2ll.!l'J 2o'JJ Othot Equily 2,456.05 17 Eo1mlng sl (Loss) Per Equity Share ,of Rs. 21- each} For Continuing Operations - Basic (Rs.) 3 58 2 73 4 63 8,67 1561 20.42 - Diluted (Rs_) 3 SB 2 73 4 63 8 67 15 61 20.40 For Ol.5conllnuud Operations - Basic (Rs) (0,00) (0 00) 0_03 (0.0 5) o 01 (0 01 ) - Diluled (Rs.) (0,00) (0,00) 0.03 !0,0S) 0,01 (0.01 ) For Continuing and Discontinued Operations • Basic (Rs.) 3,58 2 73 4.66 B 62 15,62 2041 - Diluled (Rs,) 3 58 2 73 466 862 15.62 20,39 --
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TlTAGARH RAIL SYSTEMS LIMITED CIN NO:- L27320WB1997PLC084819 REGISTERED OFFICE -10TH FLOOR, PODDAR POINT, 113 PARK STREET, KOLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: CORP@TITAGARH.IN CONSOLIDATED SEGMENTWISE REVENUE. RESULTS , ASSETS AND LIABILITIES IR1. In CmfM I - -- ·- QUAATER.ENDED NINEMON 111,, e.Deo SL. NO. PARTICULARS Diliiln\llet;l1, S,pta_ril"f lp, December 31, 0talT)IHlr31, Docomliff 31, March 31, 2025 2122, 2021, 2DZ4 2025 20U unoudllacl IJnalHfllad un1Uc1U11a Utfo udltocl Um,udlted Alldlt!!d 1 Scgmant Rove11ue •I Freight R,31! S1stem.s 665 70 676 82 852 79 1.944 39 2,695,01 3.610 27 b) Passen~ar Rilil Systems 166.36 122 21 49.39 ~66.00 167.17 257.48 Rovonuo from oparatlonf Income trom Operations 832,06 799.03 902.18 2 310 .39 2,862.18 3.867.75 2 Scgm<>nt Rosulls (Profll bolon, T••I a) Fro1gt11 Ra,1 Sy&toms 74 72 72 63 101.79 214 48 330 09 437,64 bJ Passenger Ra,I Systems 21,59 13 9B 466 44.18 11 .90 15,24 Total 96.31 86.61 '106.45 258,66 341.99 452.88 Less: 1) lnlerest Expense/ Income - Nel 5.39 1 81 (0.23) 11.39 D 42 7.66 Ii) Unallocable expenditure net of income 18 42 17 41 11 58 50.39 37 DO 39 56 Add: Share of ProfiV (Loss) of Joint Ventures and Associates (7.351 (10.091 16 58:, (28.47) (15.08) (23 92) Profit before T~x: 65.15 57.30 88.52 168.41 289.49 381.74 l ess: Tax Expenses 16.91 20.27 26.16 51 65 7920 106 6B Profit after Tax from continuing operations 48.24 37.0J 62.36 116.76 210.29 275.06 ProfiV (Loss) from discontinued operations (Refer Note 9 below) (0 09) (003 ) 041 (0 67) 0 18 1014) Tax expense of disconlinued operations . . . Prom/ (Loss) ror the Period/ Year from discontinued operations (0.09) (0.03) 0.41 (0.67) 0.18 (0.14) Prom lort~o Porlod/·Yoor 48 ,15 37,00 62.77 116.09 210.47 274.92 3 Segment Assets a) Freight Rail Systems 1.652.42 1.610,46 1.82342 1.652.42 1.823 42 1,734.35 b) Passenger Rail Systems 1,233 95 1.123 53 782 77 1.233.95 782,77 907.57 c) Unallocable 1,153.34 1,066.87 1,173 63 1 153.34 1173 63 1,120.37 Total 4,1139.71 3.H00.86 3 7TI.S2 4.039.71 J .779.82 J ,762.29 4 Segment Llabilitles •I Freight Rail Systems 471.96 366.55 532 22 471.96 532 22 405.53 b) Passenger Rail Systems 258.93 264 74 235 64 25B 93 235 64 26352 C) Unallocable 669. 17 629.86 59362 66917 593 62 609.08 Total 1 400 .(Jl; 1,261.17 1,361.48 1 .40D.OS 1,361.48 1.21a .1J 6 Geographical Segment Revenue a) India 832.06 799.03 902 18 2,310 39 2,856 35 3,859 99 b) Rest of the World . . 5.83 776 To1al 832,.06 799.03 902.18 2.310.39 2.862.1 B J.867.75
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NOtC!-a.: TITAGARH RAIL SYSTEMS LIMITED CIN NO:-L.2732DWB1997PLCD84819 REGISTERED OFFICE -10TH FLOOR, PODDAR POINT, 113 PARK STREET, KOLKATA-700016 TEL: 033-4019 0800/FAX: 033-4019 0823, WEB SITE: WWW.TITAGARH.IN, EMAIL: CORP@TITAGARH.IN STATEMENT OF CONSOUDA"fED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS PERIOD ENDED DECEMBER 31, 2025 1 The Consol/dated Unaudited Financial Results of Titagarh Rail Systems Limited (hereinafter referred to as "the Holding Company") include results of its subsidiaries Titagarh Singapore Pte Limited (TSPL), wt, Rrema Engineering Services Privale Umiled, Tilagarh Naval Syslems Limiled (w,e.f. August 11, 2025), Tilagarh Group Foundation (TGF), a trust (w a f, July 28, 2025) colleclively referred 1o as "the Group", associate namely Titagarh Firema S.p A and three joinl ventures namely Titagart, Merrnec Privale Limited, Ramkrlshna Titagarh Rail Wheels Limiled and Shivaliks Mercantile Limited 2 The Consolldated Unaudited Rnancial Results tor the quarter and nine monlhs ended December 31, 2025 have been prepared in accordance with the recognition and measurement principles laid down in ln:fian. Accounting Standards ( "Ind AS") prescribed under section 133 of Companies Act, 2013 read with the refevant rules thereunder and in tenns of Regulation 33 of the SEBI (Listing Obligations and OddG;Jurn Requirements) Regulations 2015, as amended~ The same was reviewed by lhe Audit Committee and appruved by the Board of Directors of the Holdlng Company at its meeting held on February 13, 2026 3 The reportable operating segment identified for 1he Group are "Freight Rail Systems" (which includes Shipbuilding & Maritime Systems (SMS), bridges and defence) and "Passenger Rail Systems" 4 'T1'e GrOIJp has made fnvo,im.nlS In Titagarh Rroma SpA (Flrama), an assoo,na C4fl'PAn)I bosed rn Italy (dl(otl!)' and llldltec~y lnrough Shwatal Mercantile Llmlied (SML), a Jol11I wnturn Company owning <0 a;, oqulty in Fi'ema), J\aving a carrying valuo or Rs 58.27 acres and other recelval>los from Flrema aod $ML agg<'egaing 10 R& 66.« croros as al D<>comDer 3'1, 2025. In adtliilon. the Holding Company h»d provkle<S wBy ol, soconda,y c.ollaleral .,,_curily mo11gago oflts land parttl siluall."d at Bharalpur (Nol biocl< or R> 156,61 croras as ~I Oec,,mher 31, 2025) on pa~ pi155U baffi lo secured lon<lerof l'".-ema The Govommenl o Italy, thtOUllh fls lnwesImon1 agency, lnvitalia own$ 31.DI¾ 1'11.uily till•"'• ol F.,,,,,. Po•l 1ecap,Ia11saIlon In Februa,y 2024 by bo<h lno sh.I~ an~ ... 1pg to a heallhy O(derb®k. Flrema wa$ In 1he process cf n,vi,,al by n,mplng up ilJ opo"'lion•, howevor, cuo ID comple~y u""xpeded and unfore,een dovelcpmenls which were ouLs:do and beyood Ille control ol F'iroma, incruding ifl!PU!e$ rnlaed by one cf the ,gost t l!Slomoro f Flrcma who lniernli• <uopen<lao paymen.Ls of all ln•clcos. resulted In o uvete cash CnJn.ch causing sigolfitant operational and financial problems fer Flrem• Firema wilh 1he support or 1he Ministry or Enterprise, Government of Italy, have been actively trying 10 find a resolution 10 Iha aforesaid problems. Ministry of Enterprise, vide ils minu1es of meeting da1ed May 5, 7!115, has indicated possibility or Inducting new equity Investors lnduding acquisition of the majority stake of Firema by private and/or governmental entities, includtng Iha Stale Railways of Italy, M<>anwhi1o. In complianco with lhllrelevan I lawo or Italy n,gu1allng companl«s rn (,n,1nc.aI dilfiainles, tho Boa1d 01 DiredO(S er Ftl~ma. apj)rove<1Ino lnlUalion er l'lOC8uary p,ou,cl!on pmcO<lures uade, !he Hallan Cf,.fs Code· Ccmpo,izione Nogoziolo dell• Cris, ICNCJ and al4c rOlffl\Jtated • re.slruqlJring Plan. which was filed on Moy 14. 2025 with 1118 Chamber of Commerce •~d was also admilled by 11\e Court of Naples on M~y 27. 2025, w~ovld o It. lnllial ordor d4I0d J""" 17, 2025 and variO<Js su~sequenl 0/dors conrrrmed I~ prolec!lve me .. ure, undo, Oltic:le 19 of "1• llaUan Cri>ls coda aQm;,t any potential actions ol the.ctedilot• until~ 18, 2026, An independent expert was appointed by the relevant aulhorily to evaluate the reasibllity of restructimg process under CNC including the fresh equity infusion by a polenliel investor. Pursuant to the expression ci Interest submitted on September 18, 2025, after completion of due diligence process, a binding offer has been received from Ferrovie deUo Slato Ua~ane SpA ("FS Group"}, Italy's state-owned railway operator CKI December 11, 2025 as amended on December 24, 2025 to acquire, on a going-concern basis, identfied business undertaking of Flrema subject lo certain condition precedent The restructuring plan has OCM finalised considering the acceptance of lhe binding offer of FS Group and voluntary liquidation of residual Firema. The said offer and restructuring plan has been accepted by the Board of Directors of Firema Ofl December 24, 2025 and has been approved by the Court of Naples on January 29, 2026 who has furthered ordered to conducling of a competitive bidding by way of public advertisement, inviting improved offers 41e per Italian law on or before February 16, 2026, In view of the facts stated above, pending final outcome, it is not possible to ascertain potential adjustments, if a~, on the direct and indirect investment into Firema, other receivables and exposure on account of fa collateral security as. slated above as al December 31, 2025. Necessary adjustments, if any, in lhe consolidated financial results wlll be done on successful conclusion of the proposed transaction and complete cr.:1 is obtained on the financial implications on to the Group. 5 Pursuan1 to approval of lhe shareholders a1 the Extra-Ordinary General Meeting held on August B, 2025, for the issue of 21, 11,932 convertible warranls of Rs 947/- each (Issue) 10 member,; of the promoter - on a preferential basis (Warrants) aggregating Rs 199.99 crore ('Consideration') followed by the in-prtnciple listing approval rec,,ived from BSE and NSE on 241h October 2025, lhe Management Committee C\111 authorised by lhe Board in this regard, allotted the said Warrants on 4th November, 2025 against receipt of Rs 49 99 crores being Iha application money equi11alenl to 25% of the Consideration in cash (balance i S~ payable within 18 monlhs from the date of allotmenl of Warrants) and lhe said amounl has been utilized by the Company in accordance with the objects of Iha Issue, On payment of full Consideration, the 'llarrarut. are convertible Into equivalent number of Equity Shares of face value of Rs 21- each fully paid at a premium of Rs, 945/- per equity share, subject to necessary approvals. as may be required, & Under TRSL ESOP Sclleme 2023 rESOP Schame·) 124,500 OpU"'1$ (irom out o! 5,00,000 Op!ions gr.i~ted on F•bruary 3, 2025) wore granU!d by lhe Not10nllllon and RolT)uner::il/on COfl\mlUee (NRC} ~, an e,ad, pnce o: R.., 660/, por opUon 10 tliglbie tmployues on 31st OeumlH! t, 2025, Each Option when e><e<dsed, wil enllUe UIe omp'oyee concerned lo one fully pald equey shaflt of R• 2/- ••"'1. NRC has lu~, l>'"" '"e 7.50.000 OpUons from oul cl trio onh•nc:ed 10,00.000 Opllons liy rnodfRca,1/on tot/le ESOP Scneme, on Oecombor 31. 2025, al an o•etd•• prica of Rs 750/. I""' Option lo lite •llgmlo-employe•• who w,11 ""°'-, =re,.., bo onUucd to oqulvnl'1!l number or EqYt, St;ar.,. or R•. 21· ••cl1. Tho.ebovo ha• been correspondingly acco~d for ii> oe<ordance will\ Ind ASo102 and lrlckld•• ◄ 0. 000 ()pliollo granI,d lo the employ""" who have been transferred to Titagarh Naval Systems Limited, wholly owned subsidiary of the Company as part of the SMS business, effective from January 01, 2026 7 On November 21, 2025, the Governmenl of India notified the four Labour Codes - lhe Code on Wages, 2019, The Industrial Relations Code, 2020, the Code of Social Security, 2020, and lhe Occupational Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Cenlral Rules and FAQs to enable assessment of the financial impacl due to changes in regulations. The incremental impact of these changes have been assessed and disclosed on lhe basis of the best information avaiteble. consistent with the guidance provided by the Institute or Ch.,norc::i Accountants of lndiaAccordingly, an incremenlal liabilny or Rs, 3 39 crores have been recognised during the quarter and nine months ended December 31, 2025. The Group continues lo monitor the finaljzation Central I Slate Rules and clarifications from the Government on other aspecls or lhe Labour Code and would provide appropriate accounting effect on the basis of such developments as needed, 8 Subsequent 10 inprtnciple approval by the Beard of Directors in their mealing held on August 11, 2025 and final approval ae<orded on Oec,,rnber 31, 2025, the transfer ot its Shipbuilding & Mari lime Systems r5MS"I business lo Titagarh Naval Systems Limited (formerly Tilagarh Naval Systems Private Limited) (''TNSL", a wholly owned subsidiary of the Company) as a going concern on a slump sale basis through execution of i1 Business Transfer Agreement (YBTA") on the terms and conditions includfng consideration or Rs 114,88 crores which shall be dlsd'larged by TNSL by Issue or equity shares, as contained in !he BTA. will be tnedr,c from January 01, 2026, with a view lo focus on the core business. 9 Discontinued operaUons tor the reported period relates to TSPL, the voluntary winding up of which has already been initialed in the earlier years in acccrdance with local laws. Accordingly, lhe financial information o TSPL has been prepared on liquidation basis (fair value) and the results ror all the period reported has been disclosed as djscontlnuing operations. Place: Kolkata Dated : February 13, 2026 For and on behalf of the Board of Directors ANIL KUMAR AGARWAL Deputy Managing Director DIN: 01501767