Texmaco Infrastructure & Holdings Ltd

Dear Shareholders,

Your Directors have pleasure in presenting the 84 Annual Report along with the Audited Financial Statements for the financial year ended 31 March 2024.

31 March 2024.

The Directors have pleasure in recommending payment of a

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

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Rs.1 each for the financial year ended 31 March 2024. Further,

no amount was transferred to Reserves during the FY'24.

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.

Your Company is currently engaged in negotiations with potential Joint Development partners, aiming to naliz e and execute the Joint Development Agreement (JDA) for the development of Birla Mills land in the forthcoming months. Your Company anticipates that this will pave the way for signicant and transformative growth in the area.

Your Company's 3 MW Mini Hydel Power Project located on the river Neora, District: Kalimpong, West Bengal evacuated 74.96 lakhs unit of power during the year against 83.08 lakhs unit of power of the previous year primarily due to maintenance of 1 unit of turbine.

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

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 effectiveness 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.

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

As on 31 March 2024, your Company has following 6 (Six)

subsidiaries:

1. Macfarlane & Co. Limited

2. High Quality Steels Limited

3. Valley View Landholdings Private Limited

4. Topo w Buildcon Private Limited

5. Snowblue Conclave Private Limited

6. Startree Enclave Private Limited

Further, your Company has an Associate namely Lionel India

Limited.

A Report on the performance and financial 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 forms a part of this Annual Report.

The performance of the subsidiaries and associate remained

satisfactory.

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 areas of health and education 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.

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 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 2024.

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 Notes and other documents relating thereto to 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.

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The Number of Employees as at 31 March 2024 was 30. 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.

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.

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

following dates:

The Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved the appointments of Mr Kishor Shah, Ms Ranjana Tibrawalla as Independent Directors and Mr Prakash Chandra Kejriwal as

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Non-Executive & Non-Independent Director w.e.f. 12 May 2023 and Mr Rewati Raman Goenka as an Independent

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Director w.e.f. 14 October 2023.

The aforesaid appointments were approved by the shareholders by way of Postal Ballot.

The Board had also approved the re-designation of Mr Akshay Poddar as Non-Executive Director & Chairman of the Company

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w.e.f. conclusion of AGM held on 25 September 2023 on retirement of Mr Saroj Kumar Poddar who had expressed his unwillingness to seek re-appointment.

Further, Ms Neha Singh was appointed as the Company Secretary & Compliance Officer of the Company w.e.f.

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12 May 2023.

Mr. Akshay Poddar, Non - executive Director retiring by rotation and being eligible, has offered himself for re-appointment at the ensuing AGM of the Company.

During the year, Mr S. K. Rungta ceased to hold officeas

Independent Director of the Company w.e.f close of business

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on 5 November 2023 upon completion of his tenure as

approved by the Shareholders.

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

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

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to hold officew.e.f. close of business on 14 May 2024 in view of

his resignation from the Board of the Company.

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, on the basis of 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 the 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.

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 employee on the basis of performance against set of objectives. The Policy is available on the Company's website. The web link for accessing such policy is: http://www.texinfra.in/pdf/Remuneration_Policy.pdf .

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.

The composition of the Audit Committee is provided in the

Report on Corporate Governance as attached to this Report.

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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 officeas such

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from the conclusion of 82 AGM until the conclusion of

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87 AGM of the Company.

Your Company has appointed Messrs. DGM & Associates, Cost Accountants, for conducting the Cost Audit for the FY'24 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

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held on 14 May 2024 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 FY'25 at a remuneration of Rs. 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.

Your Company has appointed Messrs. S. R. & Associates, Company Secretaries, for conducting the Secretarial Audit for the FY'24 in terms of the provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

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

The details on the Whistle Blower Policy are provided in the

Report on Corporate Governance as attached to this Report.

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 financial 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 effective and aligned with the business requirements of your Company.

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.

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 affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.

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

e) Deposits

During the FY'24, 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

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Company as at 31 March 2024 was 12,74,26,590.

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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

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.

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/AR23-24.pdf

Report on Corporate Governance pursuant to the Listing Regulations is attached as Annexure F and forms a part of this Report.

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.

The details of Loans, Corporate Guarantees and Investments made during the FY'24 under the provisions of Section 186 of the Act have been disclosed in the Financial Statement of the Company.

All related party transactions during the FY'24 were entered in

the ordinary course of business and on arm's 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 Company's website. The web link for accessing such policy is http://www.texinfra.in/pdf/RELATED_PARTY_TRANSACTION_ POLICY.pdf.

(a) in the preparation of the Annual Financial Statements

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for the onancial year ended 31 March 2024, 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 financial year and of the prot and loss of the company for that period;

(c) proper and sufficient 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 financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 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 effectively.