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What is the story about?
Texmaco Rail & Engineering Ltd
has executed a Share Subscription & Shareholders’ Agreement (SSSA) with its subsidiary, Texmaco Defence Technologies Ltd (TDTL), and Vagus Def Tech & Aerospace Fund-1 (Calculus) for an investment of up to ₹200 crore.
Under the agreement executed on August 14, the first ₹100 crore will be invested through the subscription of fresh equity shares in TDTL. The remaining ₹100 crore will be invested through the issuance of equity instruments, debt instruments or any other manner as may be mutually agreed between the company and Calculus.
Upon completion of the proposed subscription, Calculus will hold 30% of TDTL’s equity share capital. As a result, TDTL will cease to be a wholly owned subsidiary of Texmaco Rail & Engineering and will continue as a subsidiary of the company.
The proposed transaction is expected to be completed within 90 days from the execution date. The company said no consideration will be received by Texmaco Rail & Engineering as there is no sale of stake. The dilution in TDTL will result from further investment by Calculus and Texmaco Rail & Engineering in the subsidiary.
Following completion of the subscription of equity shares by both Texmaco Rail & Engineering and Calculus, Texmaco’s shareholding in TDTL will reduce from 100% to 70%.
According to the regulatory filing, TDTL had a net worth of ₹0.01 crore as of March 31, 2026, while its revenue/turnover/income was not reported in the disclosure. The filing also stated that the transaction is not a related-party transaction, as the issuance of securities is not considered a related-party transaction. It further said that the promoter or promoter group does not have any interest in Calculus.
Texmaco Rail & Engineering shares closed at ₹104.90 on the NSE on August 14, down 2.05% from the previous close.
Under the agreement executed on August 14, the first ₹100 crore will be invested through the subscription of fresh equity shares in TDTL. The remaining ₹100 crore will be invested through the issuance of equity instruments, debt instruments or any other manner as may be mutually agreed between the company and Calculus.
Upon completion of the proposed subscription, Calculus will hold 30% of TDTL’s equity share capital. As a result, TDTL will cease to be a wholly owned subsidiary of Texmaco Rail & Engineering and will continue as a subsidiary of the company.
The proposed transaction is expected to be completed within 90 days from the execution date. The company said no consideration will be received by Texmaco Rail & Engineering as there is no sale of stake. The dilution in TDTL will result from further investment by Calculus and Texmaco Rail & Engineering in the subsidiary.
Following completion of the subscription of equity shares by both Texmaco Rail & Engineering and Calculus, Texmaco’s shareholding in TDTL will reduce from 100% to 70%.
According to the regulatory filing, TDTL had a net worth of ₹0.01 crore as of March 31, 2026, while its revenue/turnover/income was not reported in the disclosure. The filing also stated that the transaction is not a related-party transaction, as the issuance of securities is not considered a related-party transaction. It further said that the promoter or promoter group does not have any interest in Calculus.
Texmaco Rail & Engineering shares closed at ₹104.90 on the NSE on August 14, down 2.05% from the previous close.
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