Texmaco Holdings to reappoint director, amend articles of association

Texmaco Infrastructure & Holdings Ltd. announced the re-appointment of Ravi Todi as an independent director for a second five-year term, effective May 14, 2026. This decision, approved by the board of directors on December 16, 2025, aligns with the Companies Act, 2013, and SEBI regulations, pending shareholder approval. Todi, an industrialist leading Shrachi Group, brings experience in engineering, real estate, and agro-machinery. He holds no relationship with other directors, promoters, or key managerial personnel of the company and is not debarred from holding directorial office.

Additionally, the company's board approved alterations to its Articles of Association (AOA), specifically the substitution of clauses 46 and 47, also subject to shareholder approval. The revised AOA grants the company powers regarding the conversion of shares into stock. This includes provisions for holders of stock to transfer their holdings, maintain equivalent rights, privileges, and advantages as shareholders, and ensures company regulations applicable to paid-up shares extend to stock.

The amendments also detail procedures for the company to modify its share capital by ordinary resolution, allowing for increases, consolidation, subdivision, conversion of fully paid-up shares into stock, and cancellation of untaken shares. Furthermore, by special resolution, the company may reduce its share capital, capital redemption reserve account, or share premium account, and may purchase its own shares or other specified securities, subject to legal provisions.