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

Financial Highlights (?in Lakhs)

Note: The above figures are extract of the Audited Financial Statements prepared for the Financial Year ended 31^st March 2024 &
31^st 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
'1 each for the financial year ended 31^st March 2025. Further, no
amount was transferred to Reserves during the FY'25.

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
Agreement on 30^th 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
significant value from a prime urban asset, leveraging Hines'
international expertise and Conscient's robust local delivery
capabilities to accelerate long-term growth. Beyond this, other
key parcels owned by the Company are undergoing phased
development planning. These efforts reflect 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 findings of the PFR, a firm decision on it
will be concluded.

OTHERS

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

SIGNIFICANT FINANCIAL RATIOS

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

@ Decrease in trade receivable during FY'25
‘ Decrease in sale of product during FY'25

’ Decrease in Shareholder fund due to decrease in total OCI during FY'25
SUBSIDIARIES / ASSOCIATE

As on 31^st 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. Topflow 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
dated 6^th September 2024 had struck off 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 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 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 identified the area 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 Affairs ('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 Companywww.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

The Number of Employees as at 31^st 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:

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
3 (three) years w.e.f. 7^th 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
the Company for a period of 3 (three) years w.e.f. 16^th 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 offered herself for
re-appointment at the ensuing AGM of the Company.

Cessation:

During the year, Mr. D. R. Kaarthikeyan, Independent Director,
ceased to hold office w.e.f. close of business on 24^th July 2024,
upon completion of his tenure.

Resignation:

Mr A. K. Vijay who was appointed as Non-executive and
Non-Independent Director w.e.f. 25^th September 2023 ceased
to hold office w.e.f. close of business on 14^th 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 fixing 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
Qualified Professionals, entrepreneurs with diverse
backgrounds and experience in business, governance,
education and public service. The criteria include the matrix of
skills / expertise / competencies as specified by the Board for
identifying individuals to serve as Director on the Board.

Your Company has a well-defined 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 Company's
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 confirmed their registration with the independent
directors' databank maintained by the Indian Institute of
Corporate Affairs. The Independent Directors will undertake
the proficiency test, as may be required, under the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that all the Independent Directors
possess the requisite integrity, expertise and experience
including proficiency to fulfil 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

At the 82^nd 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 office as such
from the conclusion of 82^nd AGM until the conclusion of the
87^th AGM of the Company.

Cost Auditors

Your Company has appointed Messrs. DGM & Associates, Cost
Accountants, for conducting the Cost Audit for the FY'25 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
on 16^th 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 FY'26 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 ratification 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 FY'25 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 (five) consecutive years from the financial year 2025-26 to the
financial 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 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 ofyour 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, identification 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 identification 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 significant 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 statutory, secretarial, cost and other
Auditors do not contain any qualification / modification
and hence no explanation is required.

e) Deposits

During the FY'25, 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
Company as at 31^st 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 certificate from
Statutory Auditor confirming 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 FY'25 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 FY'25 were entered in
the ordinary course of business and on arm's length basis.

An omnibus approval from the Audit Committee for the
financial 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.

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
the financial year ended 31^st 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 affairs of the Company at the end of the
financial year and of the profit 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.

For and on behalf of the Board

Dated: 16^th May 2025 Akshay Poddar

Place: Kolkata Chairman