Key Event and Rationale

The company is conducting a postal ballot to seek shareholder ratification for a variation in the utilization of funds raised through a preferential issue. The need for this ratification arises from an inadvertent clerical error in a previous Postal Ballot Notice dated March 30, 2026. In that notice, the purpose for varying the use of unutilized funds was erroneously stated as "Funding working capital requirements of the Company" instead of the correct purpose, "Funding the working capital requirements of the Company and/or its subsidiary."

The original preferential issue, approved in an EOGM on January 19, 2024, raised ₹212.20 Crores. Due to changes in the geo-political environment and macro-economic conditions, the company realigned its business operations, resulting in an unutilized balance of ₹42.04 Crores from the original objects of "Repayment of Debt/Borrowings" and "General corporate purpose."

The proposed variation is to deploy this unutilized ₹42.04 Crores towards "Funding working capital requirements of the Company and/or its subsidiary." The stated rationale is to explore various business activities, which may lead to savings in interest costs on working capital borrowings and contribute to improved future profitability.

Key Quantitative Figures and Utilization Details

  • Total Preferential Issue Proceeds: ₹212.20 Crores
  • Total Amount Utilized (as of April 27, 2026): ₹170.16 Crores
  • Unutilized Balance to be Varied: ₹42.04 Crores

Breakdown of Original Plan vs. Utilization:

| Object | Original Plan (₹ Cr) | Amount Utilized (₹ Cr) | Unutilized Balance (₹ Cr) | % Achievement |

| Repayment of Debt/Borrowings | 50.00 | 3.78 | 46.22 | 7.56% |

| Working Capital requirement | 147.20 | 159.35 | -12.15 | 108.25% |

| General corporate purpose | 15.00 | 7.03 | 7.97 | 46.87% |

| Total | 212.20 | 170.16 | 42.04 | |

Proposed New Utilization:

| Proposed Object | Amount (₹ Cr) |

| Funding working capital requirements of the Company/or its subsidiary | 42.04 |

Dates and Schedule

  • Cut-off date for eligibility to vote: Friday, August 07, 2026
  • E-voting begins: Tuesday, August 11, 2026, at 09:00 a.m. IST
  • E-voting ends: Wednesday, September 09, 2026, at 05:00 p.m. IST
  • Result announcement: On or before Friday, September 11, 2026 (not later than two working days after e-voting ends)
  • Proposed time limit for utilizing varied objects: Nine months from the date of shareholder approval.

Parties Involved

  • Scrutinizer: Mr. Shiv Hari Jalan, Practicing Company Secretary (FCS: 5705, CP: 4226)
  • E-voting Service Provider: National Securities Depository Limited (NSDL)
  • Monitoring Agency: CARE Ratings Limited
  • Stock Exchange: BSE Limited

Capital Structure Impact

The disclosure pertains to the utilization of funds from a previous capital raise (preferential issue of warrants and equity shares totaling ₹212.20 Cr) and does not announce a new issuance that would alter the current capital structure.

Financial and Operational Impact

  • The financial impact of the variation is the reallocation of ₹42.04 Crores in cash from designated reserves for debt repayment and general purposes to be used for working capital.
  • The company states the impact is expected to be savings in interest costs and improved profitability, but this is a projection and not guaranteed.
  • The unutilized proceeds are currently held in permitted investments (government securities, money market instruments, bank deposits).

Risk Factors Disclosed

The explanatory statement includes specific risk factors pertaining to the new object:

1. Interest savings benefit is contingent and not guaranteed.

2. Geopolitical and macroeconomic risks could affect the business activities for which working capital is sought.

3. No tangible asset is created from working capital deployment, making progress tracking difficult.

4. Regulatory compliance risk under SEBI LODR and ICDR Regulations.

5. Business concentration and dependency on government orders and railway sector policies.

Voting and Result Process

  • The resolution is a Special Resolution.
  • Voting is exclusively through remote e-voting via NSDL; no physical ballot or proxy voting is allowed.
  • The result, along with the Scrutinizer's report, will be posted on the company's website (www.orientalrail.com) and NSDL's website (www.evoting.nsdl.com) and communicated to BSE.