TEXINFRA - Texmaco Infrast.
📢 Recent Corporate Announcements
Texmaco Infrastructure & Holdings has approved its financial results for the quarter ended December 31, 2025, alongside the re-appointment of its internal and cost auditors for FY 2026-27. The board also granted in-principle approval for the voluntary delisting of its subsidiary, Macfarlane & Co. Ltd., from the Calcutta Stock Exchange. For the nine-month period, the company's subsidiaries reported a total revenue of Rs. 628.76 lakhs and a net profit of Rs. 24.75 lakhs. Additionally, the group's share of profit from its associate, Lionel India Limited, amounted to Rs. 96.71 lakhs for the same period.
- Approved unaudited standalone and consolidated financial results for Q3 and nine months ended December 31, 2025.
- Re-appointed M/s. S. K. Agrawal and Co. as Internal Auditors and M/s. DGM & Associates as Cost Auditors for FY 2026-27.
- In-principle approval for voluntary delisting of subsidiary Macfarlane & Co. Ltd. from Calcutta Stock Exchange.
- Subsidiaries reported total assets of Rs. 3,769.47 lakhs and nine-month revenue of Rs. 628.76 lakhs.
- Group share of profit from associate Lionel India Limited stood at Rs. 96.71 lakhs for the nine-month period.
Texmaco Infrastructure & Holdings approved its Q3 FY26 financial results and initiated the voluntary delisting of its subsidiary, Macfarlane & Co. Ltd., from the Calcutta Stock Exchange. For the nine months ended December 2025, the group's subsidiaries and step-down subsidiaries contributed a total revenue of Rs. 628.76 lakhs and a net profit of Rs. 24.75 lakhs. Additionally, the company's share of profit from its associate, Lionel India Limited, stood at Rs. 96.71 lakhs for the same nine-month period. The board also re-appointed internal and cost auditors for the upcoming financial year 2026-27.
- Approved Q3 and 9M FY26 financial results; subsidiaries reported 9M revenue of Rs. 628.76 lakhs.
- In-principle approval granted for voluntary delisting of subsidiary Macfarlane & Co. Ltd. from Calcutta Stock Exchange.
- Group's share of profit from associate Lionel India Limited reached Rs. 96.71 lakhs for the 9M period ended Dec 2025.
- Re-appointed S. K. Agrawal and Co. as Internal Auditors and DGM & Associates as Cost Auditors for FY 2026-27.
- Subsidiaries and step-down subsidiaries held total assets of Rs. 3769.47 lakhs as of December 31, 2025.
Texmaco Infrastructure & Holdings Limited has informed the stock exchanges about a change in the legal structure of its Statutory Auditors, M/s. L. B. Jha & Co. The audit firm has converted from a partnership into a Limited Liability Partnership (LLP) named M/s. L. B. Jha & Co. LLP, effective January 21, 2026. This is a routine administrative update and does not involve a change in the actual auditing personnel or the terms of their engagement. The firm will continue to serve as the Statutory Auditor for the remainder of its existing tenure.
- Statutory Auditor M/s. L. B. Jha & Co. converted to an LLP effective January 21, 2026
- The firm will now operate under the name M/s. L. B. Jha & Co. LLP
- No change in the audit engagement or the scope of the auditor's responsibilities
- The auditors will continue to discharge their obligations for the remaining period of their appointment
Shareholders of Texmaco Infrastructure & Holdings Limited have approved five key resolutions via postal ballot, including the appointment of Mr. Anish Choudhury as Managing Director with 99.91% votes in favor. A material related party transaction with the new MD was also cleared with 98.44% approval, while the re-appointment of Mr. Ravi Todi as an Independent Director received near-unanimous support. The voting saw a total turnout of approximately 69.52% of outstanding shares. These approvals ensure leadership stability and regulatory compliance for the company's upcoming five-year operational term.
- Appointment of Mr. Anish Choudhury as Managing Director approved with 99.91% majority
- Material Related Party Transaction with Mr. Anish Choudhury passed with 98.44% votes in favor
- Re-appointment of Mr. Ravi Todi as Independent Director for a second 5-year term starting May 2026
- Revision in remuneration for Mr. Gaurav Agarwala (CE - Neora Unit) approved with 99.99% support
- Total of 88.59 million votes polled, representing approximately 69.52% of the total outstanding shares
Texmaco Infrastructure & Holdings Limited has filed its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018. The report, issued by KFin Technologies Limited, confirms that all dematerialization requests for the period October 1, 2025, to December 31, 2025, were processed within the mandatory 15-day window. This filing ensures that the company's shareholding records are accurately maintained and aligned with depository standards. As a routine administrative update, it reflects standard operational compliance rather than a material change in business fundamentals.
- Compliance certificate covers the quarter from October 1, 2025, to December 31, 2025.
- KFin Technologies Limited confirmed processing of demat requests within the 15-day regulatory limit.
- Security certificates were mutilated and cancelled after due verification for dematerialization.
- The name of depositories has been updated in the register of members for all approved requests.
Texmaco Infrastructure & Holdings Limited has notified the stock exchanges regarding the closure of its trading window starting January 1, 2026. This action is taken in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The closure is ahead of the upcoming declaration of the Unaudited Financial Results for the quarter and nine months ending December 31, 2025. The trading window will remain closed until 48 hours after the financial results are officially announced.
- Trading window closure begins on January 1, 2026.
- Closure pertains to the Unaudited Financial Results for the period ending December 31, 2025.
- Window will reopen 48 hours after the results are declared to the exchanges.
- Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
Texmaco Infrastructure & Holdings has issued a postal ballot notice to seek shareholder approval for the appointment of Mr. Anish Choudhury as Managing Director for a three-year term effective November 11, 2025. The company is also proposing the re-appointment of Mr. Ravi Todi as an Independent Director for a second five-year term starting May 2026. Significant amendments to the Articles of Association are being proposed to enable the conversion of shares into stock and facilitate potential future share buybacks. Additionally, shareholders are asked to approve material related party transactions involving the new Managing Director.
- Appointment of Mr. Anish Choudhury as Managing Director for a 3-year term starting November 11, 2025.
- Re-appointment of Mr. Ravi Todi as Independent Director for a 5-year term from May 14, 2026, to May 13, 2031.
- Proposed alteration of Articles of Association to allow share-to-stock conversion and share buybacks.
- Approval sought for material related party transactions with the incoming Managing Director.
- Remote e-voting period ends on January 19, 2026, with results to be announced by January 21, 2026.
Texmaco Infrastructure & Holdings has approved the re-appointment of Mr. Ravi Todi as an Independent Director for a second five-year term starting May 14, 2026. Additionally, the Board has proposed amendments to the Articles of Association (AOA) to update clauses related to share capital management. These amendments include enabling provisions for the conversion of shares into stock, share sub-division, consolidation, and the ability to conduct share buybacks. While these are currently administrative updates, they provide the necessary legal framework for future corporate actions.
- Mr. Ravi Todi re-appointed as Independent Director for a second 5-year term effective May 14, 2026.
- AOA Clause 46 updated to permit conversion of shares into stock and vice versa.
- AOA Clause 47 updated to allow share sub-division, consolidation, and capital increases.
- Enabling provisions added for share buybacks and capital reduction subject to statutory approvals.
- All board-approved changes are pending final approval from the company's shareholders.
Texmaco Infrastructure & Holdings Limited (TEXINFRA) has officially notified the stock exchanges regarding a change in its Board of Directors. The announcement, dated December 16, 2025, indicates a shift in the company's top-level governance structure. While specific names of the departing or incoming directors were not detailed in the brief, such changes are mandatory disclosures under SEBI regulations. Investors should monitor for follow-up filings to understand the professional background of the new appointees.
- Official notification sent to stock exchanges regarding changes in the directorial team.
- The filing was digitally signed by Rajat Arora on December 16, 2025.
- The change is part of the company's ongoing regulatory compliance under listing obligations.
- Specific details on the profile of the new directors are expected in subsequent detailed disclosures.
Financial Performance
Revenue Growth by Segment
Total Operating Income (TOI) remained stable at INR 17.68 Cr in FY25, a marginal 0.23% increase from INR 17.64 Cr in FY24. Segmental revenue for FY25 was driven by Interest & Dividend income (47% of TOI), Rental income (36% of TOI), and Hydro Power/Other income (17% of TOI). This compares to FY24 where Interest & Dividend was 48%, Rental was 37%, and Hydro was 15%.
Geographic Revenue Split
Revenue is primarily generated from India, with key assets including the Global Business Park in Gurgaon (100% occupancy), Birla Textiles in New Delhi (4% occupancy as of April 2024), and a 3 MW Mini Hydro Power project in Neora, Darjeeling, West Bengal.
Profitability Margins
Net profitability was severely impacted in FY25, reporting a loss of INR 8.56 Cr compared to a PAT of INR 3.57 Cr in FY24 (a 340% decrease). This was primarily due to a one-time deferred tax expense of INR 12.71 Cr resulting from Budget 2024 changes removing indexation benefits on long-term capital gains. FY23 PAT margin was 19.11% compared to 6.64% in FY22.
EBITDA Margin
PBILDT margin improved to 38.67% in FY25 from 36.76% in FY24, driven by lower operating overheads. In FY23, the margin was 39.31% compared to 16.83% in FY22, reflecting improved cost efficiencies in the rental business where maintenance costs are largely borne by tenants.
Capital Expenditure
The company is involved in the Jade Grove Phase II project and the Kamlanagar, Delhi real estate project. Management has stated they will not avail debt for the development, construction, or marketing of these projects, intending to fund them through internal accruals. Purchase of Property, Plant and Equipment amounted to INR 4.62 Cr in FY25 compared to INR 4.04 Cr in FY24.
Credit Rating & Borrowing
CARE reaffirmed a 'CARE BBB+; Stable' rating for INR 21.26 Cr of long-term bank facilities in July 2025. Borrowing costs are supported by an escrow mechanism where monthly lease rentals of INR 0.31 Cr cover debt obligations of INR 0.28 Cr (1.1x cushion).
Operational Drivers
Raw Materials
As a holding and real estate company, primary 'inputs' include Land (for development) and Water (for the 3 MW hydro project). Maintenance costs for leased properties are 100% borne by tenants in the rental business.
Import Sources
Not disclosed in available documents as the company operates in services, power generation, and real estate development within India.
Key Suppliers
Not disclosed in available documents; however, the company has a Joint Development Agreement (JDA) with Oro Bloom Developments Private Limited for real estate projects.
Capacity Expansion
Current power capacity is 3 MW from the Neora Mini Hydro Power project. Real estate capacity is expanding through the Jade Grove Phase II project and the Kamlanagar project in Delhi. Global Business Park occupancy reached 100% in May 2025 from 75% in April 2024.
Raw Material Costs
Operating overheads are minimal in the rental segment as tenants bear maintenance costs. Hydro power costs are primarily related to operation and maintenance of the 3 MW plant.
Manufacturing Efficiency
Hydro power efficiency is linked to the 3 MW capacity at Neora. Real estate efficiency is measured by occupancy: Gurgaon is at 100%, while Delhi (Birla Textiles) saw a significant drop to 4% occupancy in 2024 from 71% previously.
Logistics & Distribution
Not applicable; revenue is derived from fixed assets (rentals) and grid-connected power sales.
Strategic Growth
Growth Strategy
Growth is targeted through the development of the Jade Grove Phase II project via a JDA with Oro Bloom Developments. The company aims to leverage its healthy investment profile (INR 230.38 Cr in mutual funds) to fund real estate projects without new debt, while maintaining 100% occupancy in core rental assets like Global Business Park.
Products & Services
Leased commercial and residential spaces, 3 MW hydroelectric power, and financial returns from strategic equity and mutual fund investments.
Brand Portfolio
Texmaco, Global Business Park, Jade Grove, Adventz Group.
New Products/Services
Development of Jade Grove Phase II and the Kamlanagar real estate project are the primary new revenue drivers.
Market Expansion
Focus remains on the Delhi-NCR region for real estate and West Bengal for hydro power.
Strategic Alliances
Joint Development Agreement (JDA) with Oro Bloom Developments Private Limited for the Jade Grove Phase II project.
External Factors
Industry Trends
The real estate sector is evolving with stricter regulatory oversight. The company is positioning itself by using JDAs to develop land banks without taking on project-level debt, maintaining a conservative 0.02x gearing.
Competitive Landscape
Competes with other commercial real estate developers in the NCR region and independent power producers in the renewable energy space.
Competitive Moat
The company's moat is its debt-free land bank and high-quality strategic investment portfolio in group companies, providing a steady stream of dividend and interest income (47% of TOI) that cushions against real estate volatility.
Macro Economic Sensitivity
Real estate projects are highly sensitive to local, state, and national regulations. Failure to comply can lead to project delays or closure, risking invested capital.
Consumer Behavior
Shift in corporate demand for Grade-A office space is reflected in the 100% occupancy of the Gurgaon property versus the decline in older Delhi assets.
Geopolitical Risks
Minimal direct impact as assets are located within India, though macro-economic stability affects the real estate and financial markets where the company holds INR 489.70 Cr in quoted equities.
Regulatory & Governance
Industry Regulations
Operations are governed by RERA for real estate and state electricity board norms for the Neora hydro project. The company must comply with land acquisition and construction laws which vary by state.
Environmental Compliance
Operates a 3 MW 'Mini' Hydro project, which typically falls under green energy categories with lower ESG risk profiles.
Taxation Policy Impact
The company faces a 25-30% effective tax rate, but FY25 was impacted by a specific INR 12.71 Cr deferred tax charge due to the removal of LTCG indexation benefits in the 2024 Union Budget.
Legal Contingencies
Two step-down subsidiaries have negative net worth and have not commenced commercial operations, creating 'material uncertainty' regarding their status as a going concern. Deferred tax liabilities stood at INR 26.93 Cr as of March 31, 2025.
Risk Analysis
Key Uncertainties
The primary uncertainty is the successful execution of the Jade Grove Phase II project and the re-leasing of the Delhi property where occupancy fell to 4%. Regulatory delays in real estate could impact capital recovery.
Geographic Concentration Risk
High concentration in the NCR region (Gurgaon/Delhi) for rental income and West Bengal for hydro power.
Third Party Dependencies
Dependent on Oro Bloom Developments for the execution of the JDA real estate project.
Technology Obsolescence Risk
The company has implemented audit trail (edit log) features in its accounting software to comply with statutory requirements, mitigating digital governance risks.
Credit & Counterparty Risk
Low risk in rentals due to 100% collection efficiency and escrow mechanisms. Investment risk is mitigated by holding quoted equity in major group companies.