TITAGARH RAIL SYSTEMS Ltd.

Our Company was incorporated on July 3, 1997 
 under the Companies Act, 1956 as a 
 public limited company by the name of 
 Titagarh Wagons Limited. We received our 
 certificate for commencement 
 of business on July 11, 1997.
 
 In 1998, our Company purchased from Titagarh 
 Steels Limited (TSL), our Promoter Group company, 
 plant and machinery for a consideration of 
 Rs. 48.3 lakhs, as estimated by an independent 
 valuer, S. Sen and Associates, 
 for setting up its wagon manufacturing unit 
 at Titagarh, West Bengal.We also acquired 2.36 acres 
 of land from TSL by a conveyance of sale dated June 
 18, 2002, for a consideration of Rs. 37.0 lakhs.
 We acquired an additional 13.71 acres from TSL, 
 by way of another sale deed dated April 23, 2004 
 for a consideration of Rs. 149.0 lakhs, which 
 also granted our Company the right to use common 
 passage along with railway tracks and siding 
 thereon in perpetuity. In the event, TSL sells
 the common passage or any part thereof, we shall
 have the right of pre-emption to purchase the 
 common passage at the prevailing market rates. 
 Scheme 
 
 Our Company entered into a Business Transfer 
 Agreement (BTA) dated April 4, 2005 with Hyderabad 
 Industries Limited (HIL) for purchase of its Heavy 
 Engineering Division with effect from July 8, 2005 
 as a going concern along with its 
 entire fixed assets on as-is-where-is-basis for 
 a purchase consideration of
 Rs. 1,00,000 and specified liabilities towards 
 gratuity payable to all continuing employees 
 of HIL’s Heavy Engineering Division as on July 8, 2005.
 
 In addition, to the purchase consideration, our 
 Company also paid a consideration 
 of Rs. 420 lakhs towards value of the inventory, 
 which includes merchandise, goods,raw materials,
 consumable spares, stock in process, spares and tools 
 etc. Pursuant 
 to the BTA, all the immovable and movable, assets 
 and properties(except current assets), all benefits 
 and obligations under all contracts, engagements, 
 arrangements in connection with or forming part of 
 HIL (apart from those obligations imposed on the date 
 of closing of the BTA between the parties) were 
 transferred to our Company.
 
 Major Events
 
 (As per Calendar Year)
 
 1997  Year of Incorporation
 
 1998  Purchased Plant and Machinery from Titagarh 
       Steels Limited.
 
 1998   Our first order from the Indian Railways 
       for supply of BOXN and BCNA wagons.
 
 2000  Received Quality Certification ISO-9002 
      from Lloyd’s Register Quality Assurance, 
      United Kingdom.
 
 2001  Scheme of arrangement/amalgamation between 
       our Company and Omnicom Webtec Limited sanctioned by 
       the Calcutta High Court; and Received registration 
       from the Ministry of Defence, Government ofIndia to 
       be a licensed manufacturer of Bailey Bridge.
 
 2002  Land measuring 2.36 acres purchased from 
       Titagarh Steels Limited Received recognition 
       from the Ministry of Defence, Government of
       India, as an Industry Partner for wagon and 
       bridges.
 
 2003  Commenced manufacture of BOST and BFNS 
       type wagons; and Received our first order 
       from the Indian Railways Public Sector Unit
       CONCOR for supply of container flat wagons.
 
 2004  Land admeasuring 13.7 acres purchased 
       from Titagarh Steels Limited.
       Received our first order for export to Africa.
 
 2005  Procured our first order from the National 
      Thermal Power Corporationfor manufacturing MGR 
      type wagons;
 
      Procured first private sector order from MSPL 
      for manufacturing OYWS type wagons;
      Entered into a Share Subscription And Shareholders 
      Agreement with Strategic Ventures Fund (Mauritius) 
      Limited, Mauritius by way ofpreferential allotment 
      of Equity Shares of our Company; and
      Acquisition of Heavy Engineering Division of 
      Hyderabad IndustriesLimited pursuant to a Business 
      Transfer Agreement.
 
 2006  Entered into a Share Subscription Agreement 
       and Shareholders Agreement with 2i Capital PCC, 
       Mauritius by way of preferential allotment of 
       Equity Shares of our Company;
       Entered into a Investment and Shareholders 
       Agreement with Goya Limited, Mauritius by way 
       of preferential allotment of Equity Shares
       of our Company; and  Executed a Memorandum 
      of Understanding with Kawada Industries Inc. 
      for fabrication and construction of steel bridges.
 
 2007  Entered into a Share Subscription Agreement 
       and Shareholders Agreement with GE.
       Received our first order for EMU coaches 
       from Indian Railways.Entered into a cooperation 
       and funding agreement with JPMorgan
       Mauritius Holdings Limited for the purpose 
       of proposing a scheme of
       revival and rehabilitation for Cimmco Birla 
       Limited to the Board of Industrial and Financial 
       Reconstruction.
 
 2008   Entered into a Joint Venture Agreement with 
        FreightCar America Inc.
        Entered into shareholders agreement with 
        JPMorgan Mauritius Holdings Limited
 
 2009
 
 - Titagarh Wagons Ltd has informed that Shri. Nand Kishore Mittal has
 been appointed as an Additional Director of the Company, on and from
 June 30, 2009.
 
 2010
 
 -Titagarh Wag - Titagarh Wagons Acquire Wagon Manufacturing Unit in
 France
 
 2011
 
 -Mr. Charles Magolske appointed as an Additional Director of the
 Company 
 
 -Titagarh Wagons Ltd has recommended Dividend of Rs. 8/- per share
 
 2012
 
 -Titagarh Marine Ltd (TML) has become a subsidiary of Titagarh Wagons
 Ltd
 
 2013
 -Titagarh-FreightCar Joint Venture Company to be Wound Up
 -Titagarh Wagons Ltd has informed that the Company has acquired 100%
 stake in Titagarh Marine Limited (TML) and accordingly TML has become
 a wholly owned subsidiary of the Company w.e.f. March 25, 2013.
 -Titagarh Wagons Ltd has informed that the Board of Directors of the
 Company has recommended dividend @ Rs. 4/- per share (40%).
 -Titagarh Wagons Ltd 100% stake in Titagarh FreightCar Private
 Limited
 
 2014
 -Titagarh Wagons Ltd has informed that the Companys Registered Office
 has been shifted from Premlata, 4th floor, 39 Shakespeare Sarani,
 Kolkata - 700017 to Flat 1B, Aster Court, 3 Loudon Street, Kolkata -
 700017 with effect from January 15, 2014.
 -Titagarh Wagons Ltd 99.23% stake in Cimco Equity Holdings Private
 Limited (CEHPL)
 -Titagarh Wagons Ltd has informed that the Board of Directors of the
 Company have recommended dividend of Rs. 4/- per share for the
 financial year 2013-14.
 -Titagarh Wagons gains on winning contract
 
 2015
 -Titagarh Wagons receives industrial license from GoI
 -Titagarh Wagons has completed the acquisition of Railway Rolling
 Stock Manufacturing business of Firema Transporti, S.p.a. Italy
 -Titagarh Wagons acquires business of Firema Transporti
 -Titagarh Wagons has splits its face value from Rs 10 to Rs 2
 
 2016
 -Titagarh's subsidiary in Italy acquires a new order of about Euro 65
 Million for Double Deck Trains
 -The Company has changed the place of its Registered office from 1B
 Aster Court, 3 Loudon Street Koikata-700017 to 756 Anandapur, E.M
 Bypass Kolkata-700107
 -The company won an order for construction of two fuel barges for the
 Indian Navy in its recently added Ship-building vertical
 
 2017
 -Titagarh Wagons bags LoA for infra project in Nepal.
 -Titagarh Wagons starts construction of 2 Fuel Barges.
 
 2020
 -Amalgamation of Cimmco Limited with Titagarh Wagons Limited.
 
 2021
 -Company has been awarded a contract for construction and supply of
 five Diving Support Craft ('DSC') from the Indian Navy.
 
 
 2022
 -Titagarh Wagons acquires land and infrastructure for ship building
 at Falta, West Bengal.
 -Amalgamation of Titagarh Bridges and International (Transferor
 Company - wholly owned subsidiary of the Transferee Company) with the
 Company.
 
 2023
 -Company name has changed to Titagarh Rail Systems Ltd from Titagarh
 Wagons Ltd.