Shareholders meeting

21st August, 2026 National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, C-1, Block G, P. J. Towers, Bandra Kurla Complex Dalal Street, Bandra (E), Mumbai – 400051 Mumbai – 400001 Symbol -TEXINFRA Scrip Code – 505400 Dear Sirs, Sub: Notice of the 86th Annual General Meeting and the Annual Report for the Financial Year 2025-26 Pursuant to Regulation 30 & 34(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform you that Annual General Meeting ('AGM') of the Company will be held on Monday, 14th September, 2026 at 3:30 p.m. (IST) through Video Conferencing/ Other Audio Visual Means, we are enclosing herewith a copy of the Notice of the 86th AGM and the Annual Report for your reference. The Notice of the 86th AGM and the Annual Report for FY 2025-26 are also available on the website of the Company- http://www.texinfra.in/investors.html Further, Dividend, if declared at the AGM, shall be paid to all those members whose names appear in the register of members or in the lists provided by the depositories as on the record date, i.e., Monday, 7th September, 2026. This is for your information and record. Thanking you, Yours faithfully, For Texmaco Infrastructure & Holdings Limited Rajat Arora Company Secretary & Compliance Officer Encl: as stated above Notice TEXMACO INFRASTRUCTURE & HOLDINGS LIMITED CIN: L70101WB1939PLC009800 Registered Office: Belgharia, Kolkata - 700 056 Phone no.: (033) 2569 1500 Website: www.texinfra.in, Email: texinfra_cs@texmaco.in NOTICE TO THE SHAREHOLDERS Notice is hereby given that the Eighty Sixth (86th) Annual SPECIAL BUSINESS General Meeting (“AGM”) of TEXMACO INFRASTRUCTURE Item No. 5: To ratify the remuneration payable to the & HOLDINGS LIMITED will be held on Monday, Cost Auditors of the Company for the nancial year 14th September 2026 at 3:30 P.M. (IST) through Video ending 31st March, 2027 Conferencing ('VC') / Other Audio Visual Means ('OAVM'), to transact the following businesses. To consider and if thought t, to pass with or without The venue of the Meeting shall be deemed to be the modication(s) the following Resolution as an Registered Office of the Company at Belgharia, Kolkata - ORDINARY RESOLUTION: - 700056. “RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies ORDINARY BUSINESS Act, 2013 and the Rules framed thereunder, (including any Item No. 1 statutory modication(s) or re-enactment(s) thereof for the time being in force), M/s. DGM & Associates, Cost To consider and adopt the Standalone Audited Financial Accountants (Firm Registration No. 000038), appointed as Statements of the Company for the nancial year ended the Cost Auditors by the Board of Directors of the Company, 31st March 2026 together with the Reports of the Board of to conduct the Audit of the Cost Records of the Company for Directors and Auditors thereon. the nancial year ending 31st March 2027, be paid a remuneration of `42,000/- (Rupees Forty Two Thousand Item No. 2 only) plus applicable taxes and out-of-pocket expenses.” To consider and adopt the Consolidated Audited Financial Item No. 6: To adopt new set of Memorandum of Statements of the Company for the nancial year ended 31st March 2026 and the Report of the Auditors thereon. Association of the Company as per the Companies Act, 2013. Item No. 3 To consider and if thought t, to pass with or without To declare dividend on Equity Shares for the nancial year modication(s) the following Resolution as a SPECIAL ended 31st March 2026. RESOLUTION: - Item No. 4 “RESOLVED that, pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies To appoint a Director in place of Mr. Akshay Poddar Act, 2013, (including any statutory modication or (DIN: 00008686), who retires by rotation and being eligible, re-enactment thereof for the time being in force), the rules offers himself for re-appointment. framed thereunder, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing 02 Texmaco Infrastructure & Holdings Limited Notice 03 Regulations”), the consent of the members be and is hereby Act, 2013, (including any statutory modication or re- NOTES: Exchanges, where the equity shares of the Company are accorded to replace, alter, modify, revise and adopt, the enactment thereof for the time being in force), the rules listed, i.e., BSE Limited and National Stock Exchange of India 1. The Ministry of Corporate Affairs ('MCA') vide General Circular Ltd. at www.bseindia.com and www.nseindia.com, existing Memorandum of Association of the Company with framed thereunder, and the applicable provisions of the No. 03/2025 dated 22nd September, 2025, ('MCA Circular'), respectively and website of KFin at https://evoting. the new set of Memorandum of Association (“New Securities and Exchange Board of India (Listing Obligations read with other relevant circulars from MCA & Securities and kntech.com/public/Downloads.aspx Memorandum”), to make them in line with the provisions of and Disclosure Requirements) Regulations, 2015 (“Listing Exchange Board of India (’SEBI’) issued from time to time have permitted the Companies to conduct the Annual General - Those Shareholders who are holding shares in physical mode the Companies Act, 2013 and that the said New Regulations”), the consent of the members be and is hereby Meeting ('AGM') through Video Conferencing ('VC') or Other and who have not yet updated their e-mail address, mobile Memorandum, be and is hereby approved and adopted as accorded to replace, alter, modify, revise and adopt, the Audio Visual Means ('OAVM'), in compliance with the no., bank details, postal address with PIN etc., are requested to the Memorandum of the Company and the said New existing Articles of Association of the Company with the applicable provisions of the Companies Act, 2013 ('Act') & the update the same by submitting duly lled in Form ISR-1 with Memorandum, shall be the regulations of the Company, in new set of Articles of Association (“New Articles”), to make Rules framed thereunder and the SEBI (Listing Obligations supporting documents to the RTA. Form ISR-1 can be and Disclosure Requirements) Regulations, 2015 (“Listing downloaded at the link: https://ris.kntech.com/ substitution of and to the entire exclusion of the existing them in line with the provisions of the Companies Act, 2013 Regulations”). clientservices/isc/isrforms.aspx . Memorandum of Association. and that the said New Articles be and are hereby approved and adopted as the Articles of Association of the Company Accordingly, the AGM of the Company is being conducted - Those Shareholders who are holding shares in dematerialised FURTHER RESOLVED that any Director or Company through VC / OAVM facility. mode and have not registered / updated their email address / and the said New Articles shall be the regulations of the Secretary of the Company be and are hereby severally mobile no. with their Depository Participant(s), are requested Company, in substitution of and to the entire exclusion of As allowed by the MCA Circulars, participation of to register / update their email address with the relevant authorised to do all acts, deeds, matters and things as they the existing Articles of Association. Members through VC / OAVM will be reckoned for the Depositor y Participant(s). may in their absolute discretion deem necessary, proper or purpose of quorum for the AGM as per Section 103 of the desirable and to settle any question, difficulty or doubt that FURTHER RESOLVED that any Director or Company Act. 3. The Explanatory Statement pursuant to Section 102 of may arise in this regard and to sign and execute all necessary Secretary of the Company be and are hereby severally the Act and the Listing Regulations setting out the T [Showing first 8,000 characters — download PDF for full document]