Texmaco Infrastructure & Holdings Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 85 Annual Report along with the Audited Financial Statements of the Company for the onancial year ended 31 March 2025.

Financial Highlights
Particulars	2024-25	2023-24
Operating ProPt (PBIDT)	674.15	222.43
Add: Interest (Net)	4.23	306.36
Gross ProPt (PBDT)	678.38	528.79
Less: Depreciation	241.81	251.31
ProPt before Taxation	436.57	277.48
Less: Tax Expenses
- Current Tax including tax related to earlier years	21.00	54.00
- Deferred Tax	1271.27	(133.51)
ProPt after Taxation	(855.70)	356.99

st

Note: The above gures are extract of the Audited Financial Statements prepared for the Financial Year ended 31 March 2024 &

st

31 March 2025.

DIVIDEND

The Directors have pleasure in recommending payment of a

dividend of 15% i.e. 0.15 per Equity Share of face value of

st

1 each for the nancial year ended 31 March 2025. Further, no

amount was transferred to Reserves during the FY25.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company continues to derive its major income from leased properties, income from investment and operations of a Mini Hydro Power Unit in Kalimpong District, West Bengal.

REAL ESTATE

Development of Birla Mills Land

Your Company reached a major milestone in its land

development initiatives with the signing of a Development

th

Agreement on 30 January 2025, for nearly 10 acres Birla Mills Land in Kamla Nagar with ORO Bloom Pvt. Ltd., a joint venture between Hines Group and Conscient Group. This partnership is based on a revenue-sharing model and is expected to unlock signicant value from a prime urban asset, leveraging Hines international expertise and Conscients robust local delivery capabilities to accelerate long-term growth. Beyond this, other key parcels owned by the Company are undergoing phased development planning. These e orts re ect a broader strategy focused on unlocking and monetizing land assets through dynamic partnerships and proactive management, all aimed at maximizing stakeholder value.

MINI HYDRO POWER PROJECT

Decrease in carbon footprints on the mother earth has presently become a more pressing need with the rising global warming. Your Company had taken a small step earlier by installing a 3MW Mini Hydel Power Plant at Neora, Kalimpong, West Bengal, and has evacuated 80.25 lakhs units green power during the year as against 74.96 lakhs units previous year. Your Company has also understood the need for increasing its green power energy production, and in this direction has initiated a study for Pre-feasibility Report (PFR) for setting up of an additional 6MW green power generation plant on the upper stream of the same river Neora, closure to its existing facility. Depending upon the ndings of the PFR, a rm decision on it will be concluded.

OTHERS

During the year, the Companys property located at Gurugram was fully leased out. The Companys dividend income was higher during the year.

HUMAN RELATIONS

Your Company continues to maintain its excellent record of human relations over the decades creating remarkable benchmarks. The Human Resources function also emphasizes on employee retention and recognition. Human relation is practiced as an art of using systematic knowledge about human behavior to improve e ectiveness of Human Resources functioning. Your Company continues to build employee capability, upgrading leadership and retain talent with employees performance across all levels of the workforce.

SIGNIFICANT FINANCIAL RATIOS

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the signiocant nancial ratios are given below:

Particulars		2024-25	2023-24
Net Prot M argin	%	(33.53)	18.42
Operating Prot M argin	%	17.10	14.32
@
Debtors turnover	Times	341.68	90.09
#
Stock Turnover	Times	56.28	64.06
Debt Equity Ratio	Times	0.02	0.02
Current Ratio	Times	1.57	19.35
Interest Coverage Ratio	Times	2.51	2.01
*
Return on Net Worth	%	(0.64)	0.24

@ Decrease in trade receivable during FY25 ^# Decrease in sale of product during FY25

* Decrease in Shareholder fund due to decrease in total OCI during FY25

SUBSIDIARIES / ASSOCIATE

st

As on 31 March 2025, your Company has following 5 (Five)

subsidiaries:

1. Macfarlane & Co. Limited

2. High Quality Steels Limited

3. Valley View Landholdings Private Limited

4. Topo w Buildcon Private Limited (Subsidiary of High Quality Steels Limited)

5. Startree Enclave Private Limited (Subsidiary of High Quality Steels Limited)

Further, your Company has an Associate namely Lionel India

Limited.

During the year, Registrar of Companies, Kolkata, vide its order

th

dated 6 September 2024 had struck o Snowblue Conclave Private Limited (Snowblue Conclave), a wholly owned step-down subsidiary of the Company from the Register of Companies in view of voluntary application made by Snowblue Conclave in this regard.

A Report on the performance and nancial position of each of the subsidiaries and associate included in the Consolidated Financial Statement and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms a part of this Annual Report. The Consolidated Financial Statements of the Company, its subsidiaries and associate prepared in accordance with the Companies Act, 2013 (Act) and applicable Indian Accounting Standards and the Auditors Report thereon form a part of this Annual Report.

The performance of the subsidiaries and associate remained

satisfactory.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company is having a Corporate Social Responsibility (CSR) Committee duly constituted by the Board of Directors of the Company. The composition of the CSR Committee is provided in the Report on Corporate Governance which forms a part of this Report.

Your Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.

The Company has identied the ar ea of education and health as its primary CSR activity and has spent in excess of the prescribed threshold under the Act.

The Company has in place a policy on Corporate Social Responsibility. During the year, there has been no change in the policy. The weblink for accessing such policy is http://www.texinfra.in/pdf/TexInfra_CSR_POLICY.pdf .

As required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is enclosed as Annexure A.

GREEN INITIATIVE

Your Company continues to embrace a sustainability initiative with the aim of going green and minimising the repercussion on the environment. Your Company had already adopted the green initiative by sending Annual Report, Notices, other communication(s), etc. through e-mail to the Shareholders, whose e-mail address are registered with relevant Depository Participants / RTA / Company. Shareholders who have not registered / updated their email addresses are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communication(s), etc. through e-mail. The Ministry of Corporate A airs (MCA) and the Securities and Exchange Board of India (SEBI) had issued relaxations from sending printed copy of Annual Report, Notice of the Annual General Meeting (AGM), etc. to the Shareholders for the AGM to be held in the year 2025.

In continuation with the Green Initiative and in view of the above-mentioned relaxations, your Company is sending the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail to their registered e-mail address. Such documents are also available on the website of the Company www.texinfra.in .

Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as mentioned in the Notice calling AGM to receive the Annual Report & the Notice of the AGM through electronic mode and to enable their participation in the AGM.

PARTICULARS OF EMPLOYEES

st

The Number of Employees as at 31 March 2025 was 28. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure B.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the above mentioned Rules are enclosed as Annexure C.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as

Annexure D.

BOARD OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Meetings of the Board

During the year, 4 (four) Board Meetings were held on the

following dates:

14 May, 2024	2 August, 2024
25 October, 2024	31 January, 2025

Change in Directors and Key Managerial Personnel

Re-appointment:

The Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved the re-appointment of Mr Athar Shahab as Non-Executive & Non-Independent Director of the Company for a period of

th

3 (three) years w.e.f. 7 February 2025.

The aforesaid re-appointment was approved by the

shareholders by way of Postal Ballot.

Proposed Appointment:

The Board of Directors on the recommendation of the

Nomination and Remuneration Committee had approved the

appointment of Mr Arvind Kumar Chaubey as the Manager of

th

the Company for a period of 3 (three) years w.e.f. 16 May 2025

subject to the approval of Shareholders.

The aforesaid appointment is being placed for approval of the

Shareholders by way of Postal Ballot.

Retire by Rotation:

Ms. Jyotsna Poddar, Non - executive Director retiring by rotation and being eligible, has o ered herself for re-appointment at the ensuing AGM of the Company.

Cessation:

During the year, Mr. D. R. Kaarthikeyan, Independent Director,

th

ceased to hold o ce w.e.f. close of business on 24 July 2024,

upon completion of his tenure.

Resignation:

Mr A. K. Vijay who was appointed as Non-executive and

th

Non-Independent Director w.e.f. 25 September 2023 ceased

th

to hold o ce w.e.f. close of business on 14 May 2024 in view of

his resignation from the Board of the Company.

Board Evaluation

Your Company has an existing Policy for the performance evaluation of Independent Directors, Board, Committees and other Directors xing certain criteria, which was approved by the Nomination and Remuneration Committee and thereafter was adopted by the Board. The criteria for the evaluation include their functioning as Members of Board or Committees of the Directors.

A structured questionnaire, formulated through discussions within the Board, has been used for this purpose. Further, based on recommendations of the Nomination and Remuneration Committee and the performance review by Independent Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and the individual Directors. Furthermore, the evaluation of the Independent Directors was performed by the entire Board of Directors. The evaluation criteria comprised of assessing the various parameters including performance of the Directors, their expertise, contribution to strategic planning, etc.

The Board of Directors ensured that the evaluation of Directors was carried out without the participation of the Director who was subject to evaluation.

Criteria for Appointment of Directors and Remuneration

Policy

The Nomination and Remuneration Committee has approved the criteria to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board of eminent Qualioed Professionals, entrepreneurs with diverse backgrounds and experience in business, governance, education and public service. The criteria include the matrix of skills / expertise / competencies as specied by the Board for identifying individuals to serve as Director on the Board.

Your Company has a well-dened Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company. The Nomination and Remuneration Committee periodically reviews the policy to ensure that it is aligned with the requirements under the applicable laws. During the year, there has been no change in the policy.

The policy ensures equity, fairness and consistency in rewarding the employees on the basis of performance against set of objectives. The Policy is available on the Companys website. The web link for accessing such policy is: http://www.texinfra.in/pdf/Remuneration_Policy.pdf.

Declaration by Independent Directors

All Independent Directors of your Company have given declaration that they meet the criteria of independence as laid down under the Act, and the Listing Regulations.

The Board of Directors of the Company took on record the declarations submitted by the Independent directors after undertaking due assessment of their independence from the Management. The Independent directors of your Company have also conrmed their registration with the independent directors databank maintained by the Indian Institute of Corporate A airs. The Independent Directors will undertake the procienc y test, as may be required, under the Companies (Appointment and Qualications of Directors) Rules, 2014.

The Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise and experience including procienc y to full their duties to act as such.

AUDIT COMMITTEE AND AUDITORS

Composition of Audit Committee

The composition of the Audit Committee is provided in the

Report on Corporate Governance as attached to this Report.

Statutory Auditors

nd

At the 82 AGM held in the year 2022, Messrs L. B. Jha & Co.,

Chartered Accountants, Statutory Auditors of the Company,

were appointed by the Shareholders to hold the o ce as such

nd

from the conclusion of 82 AGM until the conclusion of the

th

87 AGM of the Company.

Cost Auditors

Your Company has appointed Messrs. DGM & Associates, Cost Accountants, for conducting the Cost Audit for the FY25 in terms of the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors of your Company on the

recommendation of the Audit Committee, at its Meeting held

th

on 16 May 2025 has approved the re-appointment of Messrs. DGM & Associates, Cost Accountants (Firm Registration No. 000038), as the Cost Auditors to conduct the Audit of the Cost Records of the Company for the FY26 at a remuneration of 40,000 (Rupees Forty Thousand only) plus applicable taxes and out-of-pocket expenses as incurred from time to time. The proposal for the ratication of the remuneration payable to Messrs. DGM & Associates is being placed for the approval of Shareholders at the ensuing AGM.

In terms of the provisions of Section 148 of the Act read with

the Companies (Cost Records and Audit) Rules, 2014, your

Company is required to maintain cost records and accordingly,

such accounts and records are made and maintained.

Secretarial Auditor

Your Company has appointed Messrs S. R. & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for FY25 in terms of the provisions of the Act & the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations.

The Secretarial Audit Report in Form MR-3 is enclosed as

Annexure E and forms a part of this Report.

Further, in terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with Regulation 24A of the Listing Regulations, the Board of Directors of your Company has appointed Messrs S. R. & Associates, Practicing Company Secretaries (Firm Registration No: P2008WB016700) as the Secretarial Auditors of the Company for a period of 5 (v e) consecutive years from the nancial year 2025-26 to the nancial year 2029-30. The proposal for the appointment of Messrs S. R. & Associates, Practicing Company Secretaries as the Secretarial Auditors is being placed for approval of the Shareholders of the Company at the ensuing AGM.

Messrs S. R. & Associates, Practicing Company Secretaries is a Peer Reviewed Firm and meets the eligibility criteria mentioned under Regulation 24A of the Listing Regulations.

Whistle Blower Policy

The details on the Whistle Blower Policy are provided in the

Report on Corporate Governance as attached to this Report.

INTERNAL FINANCIAL CONTROLS AND RISK

MANAGEMENT

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has also laid down policies for prevention and detection of frauds and errors and eventually maintaining accuracy and completeness of accounting records. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal nancial controls. The system is commensurate with the size and the

nature of operations of the Company.

The Audit Committee also evaluates the risk management system and periodically reviews the internal control system to ensure that it remains e ective and aligned with the business requirements of your Company.

Risk and Concerns

Your Company periodically reviews the risk management framework to keep it integrated to the long term strategic plans and to address the external & internal risks.

The Risk Management Policy document, as approved by the Board of Directors has in its scope, the establishment of a process for risk assessment, identication of risks both internal and external, and a detailed process for evaluation and mitigation of risks.

The objectives of the Audit Committee pertaining to Risk Management is to monitor and review the risk management system for the Company including identication therein of elements of risks, if any, and such other related functions.

Your Company is having a Risk Management Committee (RMC) duly constituted by the Board of Directors of the Company. The composition of the RMC is provided in the Report on Corporate Governance which forms a part of this Report.

DISCLOSURES

a) There has been no change in the nature of business of

the Company during the year under review.

b) There are no signicant and material orders passed by the Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations.

c) There are no material changes and commitments a ecting the nancial position of the Company which have occurred between the end of nancial year and the date of this Report.

d) The Reports of the statutory, secretarial, cost and other Auditors do not contain any qualication / modication and hence no explanation is required.

e) Deposits

During the FY25, the Company has not accepted any

Deposits under the provisions of the Act.

f) Share Capital

During the year, there was no change in the Share capital

of the Company. The Paid up share capital of the

st

Company as at 31 March 2025 was 12,74,26,590.

g) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013

An Internal Complaints Committee (ICC) has been set up in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder to promote safe & healthy work environment and to redress complaints received regarding sexual harassment. The ICC meets at regular intervals. Your Company has in place a Policy on Prevention of Sexual Harassment in accordance with the said Act and Rules.

During the year, no complaint was received by the ICC.

h) Disclosure with respect to compliance of Secretarial

Standards

The Company has duly complied with the necessary requirements of the Secretarial Standards as issued by the Institute of Company Secretaries of India relating to Board Meetings and General Meetings.

OTHER INFORMATION

Annual Return

The copy of the Annual Return is available on the website of the Company. The weblink for accessing Annual Return is: http://www.texinfra.in/pdf/AR2425.pdf

Corporate Governance

Report on Corporate Governance along with certicat e from Statutory Auditor conr ming compliance of conditions of Corporate Governance pursuant to the Listing Regulations is attached as Annexure F and forms a part of this Report.

Dividend Distribution Policy

Your Company has in place a dividend distribution policy in line with the requirements of the Listing Regulations. During the year, there has been no change in the policy.

The weblink for accessing such policy is:

http://www.texinfra.in/pdf/DDP.pdf.

Particulars of Loans, Guarantees and Investments

The details of Loans, Corporate Guarantees and Investments made during the FY25 under the provisions of Section 186 of the Act have been disclosed in the Financial Statement of the Company.

Related Party Transactions

All related party transactions during the FY25 were entered in

the ordinary course of business and on arms length basis.

An omnibus approval from the Audit Committee for the onancial year is obtained for the transactions which are repetitive in nature. All related party transactions are reported to and approved by the Audit Committee / Board of Directors. The details of such transactions were also placed before the Audit Committee and Board of Directors for their review, on a quarterly basis. During the year, there was no material related party transaction entered into by the Company and as such disclosure in Form AOC-2 is not required.

The Company has also formulated a policy on dealing with related party transactions and the same is disclosed on the Companys website. The web link for accessing such policy is http://www.texinfra.in/pdf/RELATED_PARTY_TRANSACTION_ POLICY.pdf.

DIRECTORS RESPONSIBILITY STATEMENT U/S 134 (5) OF

THE COMPANIES ACT, 2013

Your Directors state that:

(a) in the preparation of the Annual Financial Statements for

st

the nancial y ear ended 31 March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) relevant accounting policies as adopted are applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the nancial year and of the prot and loss of the company for that period;

(c) proper and su cient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Annual Financial Statements of the Company have

been prepared on a going concern basis;

(e) they had laid down internal nancial controls to be

followed by the Company and that such internal

onancial controls are adequate and were operating

e ectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.