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.

Texmaco Infrastructure & Holdings , a prominent player in the infrastructure sector, has released its unaudited financial results for the second quarter and half-year ended September 30, 2025, alongside significant management changes.

Financial Performance

The company reported a mixed financial performance for Q2 FY2026:

The revenue from operations saw a significant decrease from Rs 1,017.02 lakhs in the previous quarter to Rs 227.25 lakhs in Q2 FY2026. However, despite the revenue decline, the company managed to increase its net profit after tax substantially from Rs 60.73 lakhs to Rs 308.08 lakhs quarter-on-quarter.

Management Changes

Texmaco Infrastructure & Holdings has announced several key appointments and changes in its management structure:

1. New Managing Director: Mr. Anish Choudhury (DIN: 09403819) has been appointed as the Managing Director for a three-year term, effective November 11, 2025. Mr. Choudhury brings seventeen years of experience in management consulting and corporate strategy to the role.

2. Company Secretary Appointment: Mr. Rajat Arora (Membership No.- F12068) will take on the role of Company Secretary and Compliance Officer from November 10, 2025. Mr. Arora is a Fellow member of the ICSI with 14 years of experience in listed companies.

3. Business Head Designation: Mr. Arvind Kumar Chaubey has been re-designated from Manager to Business Head of the company, effective November 11, 2025.

4. Director Resignation: Mr. Prakash Chandra Kejriwal (DIN: 00964460) has stepped down from his position as Non-Executive Director due to other commitments, effective November 10, 2025.

Audit Review

The financial results for the quarter and half-year were reviewed by the statutory auditors, L.B. Jha & Co., who issued an unmodified opinion. The results were prepared in accordance with Ind-AS and based on the Limited Reviewed/Management certified accounts of its Subsidiaries & Associates.

These management changes and financial results reflect Texmaco Infrastructure & Holdings' efforts to strengthen its leadership team and navigate through the current economic landscape. The increase in net profit despite lower revenues suggests improved operational efficiency, which investors and stakeholders will likely monitor closely in the coming quarters.