Jyotsna Poddar has formally submitted a compliance report under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, regarding her acquisition of 1,00,000 equity shares in Texmaco Infrastructure & Holdings Limited. The shares were acquired as a gift from her immediate relative Akshay Poddar on December 19, 2025.

Transaction Details

The share transfer was conducted as an inter-se transfer between immediate relatives, qualifying for exemption under Regulation 10(1)(a) of the SAST Regulations:

Regulatory Compliance Timeline

The transaction followed proper regulatory disclosure procedures:

Shareholding Changes

The acquisition resulted in changes to both parties' shareholding positions:

Jyotsna Poddar's Holdings

Akshay Poddar's Holdings

Company and Exchange Details

The formal report was submitted to both major Indian stock exchanges where Texmaco Infrastructure Holdings Limited shares are listed:

The transaction represents a standard inter-family transfer conducted in full compliance with SEBI regulations, with no monetary consideration involved due to its nature as a gift between immediate relatives.

Texmaco Infrastructure & Holdings Limited's Board of Directors has approved significant corporate governance changes through a board resolution dated December 16, 2025. The decisions include the re-appointment of an Independent Director and amendments to the company's Articles of Association, both communicated to stock exchanges under Regulation 30 of SEBI listing requirements.

Independent Director Re-appointment

The board has approved the re-appointment of Mr. Ravi Todi (DIN: 00080388) as Independent Director for a second term of five years, effective May 14, 2026. This decision follows recommendations from the Nomination and Remuneration Committee and complies with the Companies Act, 2013, and SEBI listing regulations.

Mr. Todi brings extensive industrial experience as the leader of Shrachi Group, which operates across Engineering, Procurement Construction, Real Estate Development, and Agro Machinery sectors. He is a graduate of St. Xavier's College, Kolkata, and has completed leadership modules at Harvard Business School, Boston. His professional associations include CII, MSME Subcommittee-CII Eastern Region, Indo-Italian Chamber of Commerce, Cricket Association of Bengal, CREDAI-Eastern Region, Power Tiller Association of India, and Entrepreneurs Organisation (EO) YPO Kolkata Chapter.

Articles of Association Amendment

The board has approved alterations to the existing Articles of Association, specifically substituting clauses 46 and 47 with comprehensive new provisions. These amendments require shareholder approval and introduce detailed frameworks for corporate actions.

The new clause 46 establishes the company's power to convert shares into stock, outlining specific provisions for stock transfer rights, holder privileges, and regulatory compliance. Stock holders will maintain the same rights, privileges, and advantages as shareholders regarding dividends, voting at meetings, and other corporate matters.

Clause 47 introduces expanded capital structure modification powers, enabling the company to increase share capital through ordinary resolution, consolidate and divide share capital into larger denomination shares, convert fully paid-up shares into stock and reconvert as needed, sub-divide existing shares into smaller amounts, cancel unissued shares, and reduce share capital, capital redemption reserve, or share premium account through special resolution.

Regulatory Compliance

The company has confirmed that Mr. Todi is not related to any Director, Promoter, Promoter Group, or Key Managerial Personnel of the company. Additionally, he is not debarred from holding director positions by SEBI or any other regulatory authority. The detailed disclosures comply with SEBI listing regulations and circular requirements, ensuring transparency in corporate decision-making processes.

Both the director re-appointment and AOA amendments are subject to shareholder approval, demonstrating the company's commitment to proper corporate governance procedures. The board resolution was signed by Company Secretary and Compliance Officer Rajat Arora on December 16, 2025.