Directors Report of TechEra Engineering (India) Ltd.

Mar 31, 2025

Your Directors have pleasure to present the Seventh Annual Report of TechEra Engineering (India)
Limited ("the Company" or "TEL") along with the audited financial statements for the financial year
ended March 31, 2025. The consolidated performance of the Company and its Associate has been
referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	4,950.17	3,881.14	4,950.17	3,881.14
Other Income	23.21	21.16	42.54	21.16
Expenditure excluding interest and depreciation	4,090.01	3,192.65	4090.01	3192.65
Earnings before exceptional & extraordinary item and tax	883.37	709.64	902.7	709.64
Finance Charges	196.83	171.23	196.83	171.23
Depreciation & amortization expenses	233.75	192.63	233.75	192.63
Profit Before Exceptional and Extraordinary items & tax	452.79	345.78	472.12	345.78
Exceptional Income/Expenses	0.00	0.00	0.00	0.00
Profit Before Extraordinary items & tax	452.79	345.78	472.12	345.78
Tax Expense: • Current tax • Deferred tax • Tax of Earlier years	145.55 (9.48)	74.09 (10.75)	145.55 (9.48)	74.09 (10.75)
Net Profit After Tax	316.72	282.44	336.05	282.44

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

During the financial year under review, Techera Engineering (India) Limited has continued its trajectory
of growth and operational excellence in the engineering and aerospace sector. The Company witnessed
stable revenues, streamlined project execution, and strategic client acquisitions, positioning itself as a
trusted player in the Indian aerospace landscape. The management focused on enhancing operational
efficiency, investing in technology-driven processes, and building a robust workforce to meet growing
project demands across various sectors.

A landmark achievement for the Company this year was its successful listing on the NSE Emerge
platform on 3^rd October, 2024, marking a significant milestone in our corporate journey. The listing not
only reflects the confidence of investors in the Company''s business model and long-term vision but also
strengthens our governance and transparency framework. With increased visibility and access to capital
markets, Techera Engineering (India) Limited is now strategically positioned to explore new growth
avenues, expand its geographic presence, and enhance shareholders value. The outlook remains positive
as we aim to leverage market opportunities, adopt sustainable practices, and deliver consistent
performance in the coming years.

Further, your Company has achieved a standalone total income of Rs. 49,73,38,000/- for the year ended
March 31, 2025. During the year Company earned the net profit of Rs. 3,16,72,000/-. Your Company has
achieved consolidated total income of Rs. 49,92,71,000/- for the year ended March 31, 2025 and earned
the net profit of Rs. 3,36,05,000/-. The company''s management is looking forward for grabbing the more
opportunities in the near future for further increasing the business of the Company.

The Company''s management is constantly evaluating the opportunities emerging from the realignment
of global supply chains and also the growing defense sector in India and abroad. The Company is well
equipped and poised to act on such opportunities and grow at a fast pace.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year 2024-25 there was no change in the nature of business of the Company.

4. CHANGES IN SHARE CAPITAL, IF ANY:

During the financial year 2024-25, following were changes in the, issued, subscribed, and paid-up share
capital of the Company:

S. No.	Particulars
	Changes in Paid up share capital
1.	The paid-up capital of the company was increased to Rs. 16,52,09,250/- (Rupees Sixteen Crores Fifty-Two Lakhs Nine Thousand Two Hundred Fifty Only) by allotment of 43,77,600 equity shares of Rs. 10/- each on 30th September, 2024 through Initial Public issue.

5. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Company had announced Initial Public Offer of 43,77,600 equity shares of Rs.10/- each at a price of
Rs. 82/- per equity share, aggregating to Rs. 3,589.63 Lakhs. The issue was open for subscription from
Wednesday, 25th September, 2024 to Friday, 27^th September, 2024. Pursuant to the IPO 43,77,600
equity shares were issued and allotted on Monday, 30^th September, 2024 to the public.

6. LISTING

The Equity Shares of your Company are listed on SME Emerge Platform of NSE Limited w.e.f. 3^rd October,
2024.

7. DIVIDEND

In order to conserve resources, your directors do not recommend any dividend on the Equity Shares in
the financial year 2024-25.

8. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The board has decided not to transfer any amount to reserves and surplus account during the year
under review.

9. COMPANY SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES SUBSIDIARIES:

As on March 31, 2025, there were no subsidiary and joint venture with any company, firm or body
corporate etc.

Associate Company

As on March 31, 2025, the Company has one Associate Company, KalbhorZ Electric Private Limited.
Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the
associate company, KalbhorZ Electric Private Limited, as prepared in compliance with the Companies
Act, 2013 (''the Act''), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards
specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015 along with all relevant documents and the Independent Auditors'' Report thereon forms part of this
Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014,
the statement containing salient features of the financial statements of the Company''s Associate for the
financial year ended on 31^st March, 2025 annexed as Annexure I in Form AOC-1 as part of this Annual
Report.

Further, in terms of the provisions of section 136 of the Act, a copy of the audited financial statements
for the financial year ended on 31^st March 2025 for associate company will be made available by email
to members of the Company, seeking such information. These financial statements shall also be kept
open for inspection by any member at the registered office of the Company during business hours. The
financial statements of the Company and its associate are also placed on the Company''s website
at www.techera.co.in.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments
and estimates that 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 of the Company for that
period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. company has proper implementation of internal financial control processes in place;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively

COMPOSITION

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and the SEBI
Listing Regulations. The Board comprises of four directors viz. Executive, Non-Executive and Independent
Directors including one woman director. The details of the composition of the Board of Directors are
given below:

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Nimesh Rameshchandra Desai	02779330	Managing Director
2.	Mrs. Kalpana Nimesh Desai	02759762	Non-Executive Director
3.	Mr. Manish Gupta	01462245	Independent Director
4.	Mr. Haridas Nilkanth Bhabad	02823879	Independent Director

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Nimesh Rameshchandra Desai, Managing
Director, Mr. Sandip Shinde, Chief Financial Officer and Mrs. Pratiksha Kumbhare, Company Secretary &
Compliance officer are the Key Managerial Personnel as on 31^st March, 2025.

Director liable to retire to rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Kalpana Nimesh Desai (DIN:
02759762), director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible,
has offered herself for re-appointment. The Board recommends her re-appointment in the ensuing
Annual General Meeting. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

Your Company''s Board consists of rich experience, professionals and visionaries who provide strategic
direction and guidance to the organization.

As on 31^st March, 2025, the Board comprised of two non-executive independent directors.

Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149(6) of
the Act read with Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations. There
has been no change in the circumstances affecting their status as independent directors of the
Company.

During the Financial Year 2024-25, the Company held 13 (Thirteen) Board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of
Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sr. No	Date of Meeting	Strength of Board	No of Directors Present
1.	02/05/2024	4	4
2.	10/07/2024	4	4
3.	08/08/2024	4	4
4.	02/09/2024	4	4
5.	11/09/2024	4	4
6.	17/09/2024	4	4
7.	24/09/2024	4	4
8.	30/09/2024	4	4
9.	30/09/2024	4	4
10.	12/11/2024	4	4
11.	11/01/2025	4	4
12.	08/03/2025	4	4
13.	29/03/2025	4	4

Committees of the Board

The Company''s Board has the following committees:

- Audit Committee: Following is the composition of Audit Committee:

Sr. No.	Name	Designation in Compa ny	Designation in Committee
1.	Mr. Haridas Nilkanth Bhabad	Non-executive Independent Director	Member and Chairperson
2.	Mr. Manish Gupta	Non-executive Independent Director	Member
3.	Mr. Nimesh Rameshchandra Desai	Managing Director	Member

- Nomination and Remuneration Committee: Following is the composition of Nomination and
Remuneration Committee:

Sr. No.	Name	Designation in Company	Designation in Committee
1.	Mr. Manish Gupta	Non-executive Independent Director	Member and Chairperson
2.	Mr. Haridas Nilkanth Bhabad	Non-executive Independent Director	Member
3.	Mrs. Kalpana Nimesh Desai	Director	Member

Stakeholders Relationship Committee: Following is the composition of Stakeholders Relationship
Committee:

Sr. No.	Name	Designation in Compa ny	Designation in Committee
1.	Mr. Haridas Nilkanth Bhabad	Non-executive Independent Director	Member and Chairperson
2.	Mr. Manish Gupta	Non-executive Independent Director	Member
3.	Mr. Nimesh Rameshchandra Desai	Managing Director	Member

During the year, all recommendations made by the Committees were approved by the Board.
The following meetings were conducted during the financial year 2024-25:

Sr. No	Date of Meeting	Strength	No of Member Present
Audit Committee
1.	02/05/2024	3	3
2.	02/09/2024	3	3
3.	12/11/2024	3	3

4.	11/01/2025	3	3
Nomination and Remuneration Committee
1.	02/05/2024	3	3
2.	02/09/2024	3	3
Stakeholders Relationship Committee
1.	29/03/2025	3	3

12. BOARD EVALUATION:

In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has
carried out an annual evaluation of its own performance, board committees, and individual directors
pursuant to the provisions of the Act and Listing Regulations.

Performance evaluation is carried out in the following manner:

a. Evaluation of Independent Directors by the Board excluding the Independent Director being
evaluated;

b. Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the
Director being evaluated;

c. Evaluation of the Committees by the Board.

All the Board members are provided forms having the criteria for evaluation of the Independent
Directors, Chairman, Non-executive Directors, Committees, seeking ratings on the performance of
the respective Directors, Chairman, Committees as mentioned above.

The Company recognizes that good corporate governance is a continuous exercise and requires
everyone to raise their level of competency and capability to meet the expectations in managing the
enterprise and its resources optimally with prudent ethical standards. Adherence to transparency,
accountability, fairness and ethical standards are an integral part of the Company''s function.

13. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The disclosure as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as
Annexure II and forms part of this Report. Further there were no employee who was in receipt of
remuneration for that year which, in the aggregate as provided in the rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS:

In terms of the provisions of section 149 of the Act, the independent directors on the Board of your
Company as on the date of this report are Mr. Manish Gupta and Mr. Haridas Nilkanth Bhabad.

The Company has received declaration pursuant to section 149(7) of the Act from all the independent
directors stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act
read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to
registration of their name in the independent director''s databank of the Indian Institute of Corporate
Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation
submitted by the independent directors after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as
the Rules made thereunder and have complied with the code for independent directors prescribed in
Schedule IV to the Act.

15. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new independent directors are inducted into the Board familiarization program. The Board members
are provided with necessary documents, reports and internal policies to enable them to familiarize with
the Company''s procedures and practices. Periodic information is provided to the Board and Committees
on business and performance updates of the Company, business strategy and risks involved. Further, at
the time of appointment of an independent director, the Company issues a formal letter of appointment
outlining his role, function, duties and responsibilities. The policy is available on the Company''s website
at https://techera.co.in/investors/policies.

16. REMUNERATION POLICY:

Your Company has in place the Remuneration Policy which provides for a whole gamut of compensation
philosophy for rewarding and retaining talent.

The policy is available on the Company''s website at https://techera.co.in/investors/policies.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given guarantees or provided securities during the financial year under review.
However, the Company has invested in the equity shares of KalbhorZ Electric Private Limited an amount
of Rs.1,33,41,498/- and post investment Company represents 26.02% of the paid-up capital of the said
Company. Further, company has complied with the provisions of Section 186 of the Companies Act,
2013 and details of the same is given in notes 10 to the Financial Statements.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year ended on 31^st March, 2025, the Company has not declared any dividend, so the
provisions of Section 125(2) of the Companies Act, 2013 with respect to transfer of unclaimed dividend
to investor education and protection fund do not apply to the Company.

19. MATERIAL CHANGES, COMMITMENTS TILL THE END OF FINANCIAL YEAR AND MATERIAL CHANGES
TILL THE DATE OF THIS REPORT:

No material changes and commitments have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.

20. AUDITORS AND REPORT THEREON:

Statutory Auditor''s report

M/S DASK & ASSOCIATES, Chartered Accountants, Pune (Firm Registration No. 130493W) were re¬
appointed as the statutory auditors of the Company by the members at the 6^th Annual General Meeting
of the Company held on 30^th September, 2024 for a second term of five consecutive years from
conclusion of the said AGM until the conclusion of the 11^th AGM. Statutory Audit report for audited
standalone and consolidated financial statements for year ended March 31^st, 2025 form part of this
annual report.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s Ruchi Kotak & Associates (Company
Secretaries), Navi Mumbai (Membership No. 9155, CP No. 10484) was appointed as the secretarial
auditor of the Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 for
the financial year 2024-25 is annexed to this Directors'' Report as Annexure III.

Internal Auditor''s Report

The Internal Auditor submitted their report to the Audit Committee on quarterly basis.

21. COMMENT ON QUALIFICATION, RESERVATION AND ADVERSE REMARK OF AUDITORS:

a) Auditors Report:

The statutory auditor''s report does not contain any qualifications, reservations, or adverse remarks or
disclaimer.

b) Secretarial Auditors Report:

The secretarial auditor’s report contains following qualifications, reservations, or adverse remarks or
disclaimer.

S. No.	Qualifications/ Remarks	Management''s Reply
1.	Resolution for obtaining loan amounting to Rs. 35,00,000/- was passed by circulation on 7th April, 2024 in violation of Section 179 of the Companies Act, 2013.	The company acknowledges the inadvertent oversight in passing the loan resolution by circulation instead of at a duly convened board meeting as prescribed under Section 179(3) of the Companies Act, 2013. The lapse occurred due to urgent funding requirements. The company has taken note of the non¬ compliance and has initiated internal sensitization and training for concerned personnel to ensure strict adherence to statutory provisions going forward.
2.	Delays have been observed in respect of filing of various e-forms with the Registrar of Companies, Ministry of Corporate Affairs.	The delays in e-form filings were primarily due to pending approval of a Form SH 7. The company is streamlining its compliance processes by implementing a centralized compliance calendar and automated reminders to avoid such delays in future. Further, efforts are being made to strengthen coordination between various departments and the compliance team.
3.	Delays have been observed in respect of passing of the various entries in SDD software for sharing of UPSI with respect to financial information and financial results.	The delay was due to manual dependency and lack of real-time communication during the concerned period. As a corrective measure, the company is now implementing stricter protocols for UPSI event logging.

4.	Delays have been observed in respect of deposit of	The management has taken serious note
	Provident Fund and Employees State Insurance	of the same and has ensured that all dues
	(ESIC) obligations by the Company.	are now deposited and reconciled. The company has also strengthened internal controls and review mechanisms to avoid recurrence of such delays in future.

22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Company has not received any report from its auditors under section
143(12) of the Companies Act, 2013 and rules made there involving fraud committed against the
company by officers or employees.

23. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company has a website http://www.techera.co.in and the copy of annual return will be placed on
the above website as referred to in sub-section (3) of section 92 of the Companies Act, 2013.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:

During the year under review, no regulator or court or tribunal has passed any order impacting the going
concern status of the company and its operations in future.

25. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

The provision of Section 178(1) relating to the constitution of Nomination and Remuneration Committee
is applicable to the Company, hence Company has devised a policy relating to appointment of Directors,
payment of managerial remuneration, directors'' qualifications, positive attributes, independence of
directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
Directors are paid remuneration commensurate to their qualification and involvement in managing the
affairs of the company.

26. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013, is not required by the Company during the year under
review.

27. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated / pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and / or Operational Creditors against
your Company. As on the date of this report, there is no application or proceeding pending against your
company under the Insolvency and Bankruptcy Code, 2016.

28. INTERNAL FINANCIAL CONTROL:

The Board of your Company has laid down internal financial controls to be followed by the Company.
Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and
outgo are given below:

A. Conservation of Energy, Technology Absorption:

i. The operations of the Company are not classified as energy-intensive; however, the Company
remains committed to promoting energy efficiency across all its functions. Various initiatives have
been implemented to optimize energy usage, including the adoption of energy-efficient
equipment and continuous investment in technology that enhances infrastructure sustainability.
As part of its cost-reduction and eco-conscious efforts, the management has issued internal
guidelines encouraging the use of natural daylight in place of artificial lighting during office hours.
Additionally, the administration regularly monitors adherence to energy-saving practices, such as
ensuring that all computer systems and electronic equipment are properly shut down at the end
of the workday.

ii. No new investment is made in such energy-saving devices during the financial year.

iii. Further, since energy costs comprise a very small part of your Company''s total expenses, the
financial implications of these measures are not material.

B. Foreign Exchange Earnings And Outgo:

During the year the company has following Foreign Currency Inflow and outflow: -
Foreign Currency Inflow: - Rs. 3.65 Lakhs
Foreign Currency Outflow: - Rs. 0.58 Lakhs

30. RELATED PARTY TRANSACTIONS:

a. During the year under review, there were some transactions entered into by the Company with
related parties, which were in the Ordinary Course of Business and at Arm''s Length pricing basis
for which the Audit Committee granted omnibus approval (which are repetitive in nature) and
the same were reviewed by the Audit Committee and the Board.

b. During the year under review, there were no significant transactions with related parties which
were at arm''s length basis.

c. There were no materially significant transactions with related parties which were in conflict
with the interest of the Company.

d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with
related parties during the year under review, which fall under the scope of Section 188(1) of the
Act, are given in Form AOC-2 attached as Annexure IV to this report.

31. COMPLIANCES OF SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards under section 118 of the
Companies Act, 2013 to the extent applicable.

32. COMPANY''S POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing
Regulations, to report concerns about unethical behavior. The policy is available on Company''s website link:
https://techera.co.in/policies/

During the year, the Company did not receive any complaint under vigil mechanism and there was no
complaint pending at the opening and closing of the year under review.

Nomination and Remuneration Policy

The Company has the policy on the appointment and remuneration of directors and key managerial
personnel which provides a framework based on which our human resources management aligns their
recruitment plans for the strategic growth of the Company. The policy is available on the Company''s
website. The related weblink is: https://techera.co.in/policies/

Policy on Related Party Transactions

The Company has a policy for contracts or arrangements to be entered into by the Company with
related parties which is available on Company''s website link, https://techera.co.in/policies/

Policy for Determining Material Subsidiaries

The Company has policy for determining material subsidiaries which are available on the Company''s
website. The relevant weblink is: https://techera.co.in/policies/

Code of Conduct for Prevention of Insider Trading in Company''s Securities

The Company has Code of Conduct for Prevention of Insider Trading in Company''s Securities which is
available on the Company''s website. The relevant weblink is: https://techera.co.in/policies/

Document Preservation Policy

The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for
preserving the documents, files, information etc. of the Company. The policy may be downloaded from
the Company''s website. The relevant weblink is: https://techera.co.in/policies/

Policy for Determining Materiality of an event or information

The Company has policy for determining materiality of an event or information which is available on the
Company''s website. The relevant weblink is: https://techera.co.in/policies/

Risk Management

We recognize that risk is an inherent and unavoidable aspect of any business. The Company is
committed to managing these risks proactively and effectively to safeguard its interests and ensure
sustained growth. In the current dynamic and highly competitive environment, identifying and
mitigating risks is critical to the successful execution of our strategic and operational goals.

Key risks that may impact the business include regulatory changes, market competition, technology
obsolescence, capital investments, talent retention, and the need for facility expansion. Additionally,
business risks encompass financial, political, and legal uncertainties. To address these challenges,
Company has adopted a structured and disciplined approach to risk management, aligning it with our
operational objectives and compliance requirements. The Company has in place a comprehensive Risk

Management Policy, which is periodically reviewed and updated. The Audit Committee plays an active
role in overseeing the implementation of this policy, ensuring that all significant risks are adequately
identified, assessed, and mitigated in a timely manner.

The Policy is also available on the Company''s website. The relevant link is: https://techera.co.in/policies/
Code of Conduct for the Board of Directors and Senior Management

The Company has on place Code of Conduct for the Board of Directors and Senior Management which is
available on the Company''s website. The relevant weblink is: https://techera.co.in/policies/

Policy for Evaluation of Board Performance

In accordance with the provisions of clause (p) of sub-section (3) of section 134 of the Companies Act,
2013, the Company has criteria for evaluation of Board performance which is available on the
Company''s website. The relevant weblink is: https://techera.co.in/policies/

Sexual Harassment Policy

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for
employees to report sexual harassment cases at workplace and its process ensures complete anonymity
and confidentiality of information. Workshops and awareness programmes against sexual harassment
are conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end of, the
financial year are as under:

Number of complaints at the opening of the Financial Year: Nil

Number of complaints filed during the Financial Year: Nil

Number of complaints disposed of during the Financial Year: Nil

Number of complaints pending as on end of the Financial Year: Nil

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under the
SEBI Listing Regulations forms part of the Annual Report.

34. DEPOSITS:

The Company has not accepted any deposits under Chapter V of the Act and the rules made there
under, (including any statutory modification(s) or re-enactment(s) thereof).

35. DISCLOSURES RELATING TO EQUITY SHARES:

The Company has not issued any equity shares with differential rights during the year under review and
hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

a. SWEAT EQUITY:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

b. BONUS SHARES:

During the year ended on 31^st March, 2025, Company has not issued Bonus issue.

c. EMPLOYEES STOCK OPTION PLAN (ESOP):

No ESOP was issued during the year under review.

36. CORPORATE SOCIAL RESPONSIBILITY:

The Company''s net worth, turnover and net profit are below the limits specified under the provisions of
section 135 of the Act. Hence, the provisions with respect to Corporate Social Responsibility are not
made applicable to the Company.

37. SIGNIFICANT REGULATORY OR COURT OR TRIBUNAL ORDERS:

During the Financial Year 2024-25, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going concern status of the Company
and its operations in future.

38. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2024-25, the Company has not made any settlement with its Bankers from
which it has accepted any term loan.

39. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The competency development of our employees continues to be a key area of strategic focus for us. The
management is keen to continuously improve hiring practices, and improve the quality of the team
across all functions. Furthermore, the Company has an increasing focus on internal training, external
upskilling and team building activities that help maintain a culture of company, innovation and
motivation within the organization.

This continual pursuit has led to high retention rates among employees. Your company believes and
recognises the employees as asset of the Company. In order to ensure smooth functioning, maintain
employees'' overall data in one place, viz. attendance, leave records, declarations, leaves etc.

40. ACKNOWLEDGEMENT:

Your directors wish to express their sincere appreciation to the continued co-operation received from
the Banks, Government of India, Various State Government Authorities, Government departments and
Agencies, Customers, Vendors and Shareholders and academic partners for their continuous support
during the year under review. Your directors also wish to place on record their deep sense of
appreciation for the committed service of the executives, staff, and workers of the Company. The
Directors offer their deepest condolences for any loss of life of employees and their families and are
deeply grateful and have immense respect for every person who risked their life and safety to fight this
pandemic.

BY ORDER OF THE BOARD OF DIRECTORS
TECHERA ENGINEERING (INDIA) LIMITED

(Formerly known as Techera Engineering (India) Private Limited)

Sd/- Sd/-

NIMESH RAMESHCHANDRA DESAI KALPANA NIMESH DESAI

MANAGING DIRECTOR DIRECTOR

DIN:02779330 DIN: 02779365

Add: Flat No. 1102, Building A, Add: Sun Satellite, Flat No. 1102,

Sun Satellite, Near Sun City, Sinhgad Building A, Sinhgad Road,

Road, Anandnagar, Pune - 411051, Anandnagar, Pune - 411051,

Maharashtra, India Maharashtra, India

DATE: 28/05/2025
PLACE: PUNE

---

Mar 31, 2024

Your Directors have pleasure in presenting the 6^th Board''s Report of your Company together with the
Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended
31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS	STANDALONE (Rs in Thousands)
	2023-24	2022-23
Gross Income	3,90,229	2,65,937
Expenditure excluding interest and depreciation	3,19,265	2,05,586
Earnings before exceptional & extraordinary item and tax	70,964	60,351
Finance Charges	17,123	9,788
Depreciation & amortization expenses	19,263	18,350
Profit Before Exceptional and Extraordinary items & tax	34,578	32,213
Exceptional Income/Expenses	0.00	0.00
Profit Before Extraordinary items & tax	34,578	32,213
Tax Expense:
• Current tax	7,409	0.00
• Deferred tax	0.00	(401)
• Tax of Earlier years	(1,075)
Net Profit After Tax	28,244	32,614

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

Financial year 2023-24 was a radical and fundamental year for the Company. Your company is likely
experiencing significant advancements or expansion in its aerospace and automation sector. This
involved increased revenue, new contracts, technological innovations, and expansion into new markets.
It reflects a positive trajectory and potential for further growth.

Your company is leveraging its success in the aerospace sector to seek additional capital through a public
offering. To support this growth strategy and scale our operations, we have filed a Draft Red Herring
Prospectus (DRHP) with the National Stock Exchange (NSE). The DRHP was approved by the NSE on

August 7, 2024. This move reflects our intention to access public capital markets to further accelerate
our development and expansion.

Further, your Company has achieved a total income of Rs. 39,02,29,000/- for the year ended March 31,
2024. During the year Company earned the net profit of Rs. 2,82,46,000/-. The company''s directors are
looking forward for grabbing the good opportunities in the near future for further increasing the
business of the Company. The Company is also planning to adopt various strategies and plans which
would be beneficial and in the best interest of the company in near future. Directors are hopeful of a
significant increase in turnover and increased profitability in the coming year.

The Company''s Directors are constantly evaluating the opportunities emerging from the realignment of
global supply chains and also the growing defense sector in India and abroad. The Company is well
equipped and poised to act on such opportunities and grow at a fast pace.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year 2023-24 there was no change in the nature of business of the Company.

4. COMPOSITION OF BOARD AND MEETINGS OF THE BOARD OF DIRECTORS:

A. Changes in Directors and Key Managerial Personnel:

Appointment of Directors:

Mr. Manish Gupta (holding DIN: 01462245) was appointed as a Non-executive independent director of
the Company for a term of three consecutive years with effect from 28^th, November, 2023. On the
recommendation of the Nomination and Remuneration Committee and the Board of Directors, the
members of the Company approved the said appointment by way of a resolution passed on 28^th
December, 2023.

Mr. Haridas Nilkanth Bhabad (holding DIN: 02823879) was appointed as a Non-executive independent
director of the Company for a term of three consecutive years with effect from 28^th, November, 2023.
On the recommendation of the Nomination and Remuneration Committee and the Board of Directors,
the members of the Company approved the said appointment by way of a resolution passed on 28^th
December, 2023.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines
that the Independent directors so appointed/re-appointed hold highest standards of integrity and
possess necessary expertise and experience.

On the recommendation of the Nomination and Remuneration Committee and the Board of Directors
the category of Mrs. Kalpana Nimesh Desai (DIN: 02779365) was changed from executive director to
non-executive director.

Cessation

Mr. Meet Nimesh Desai (holding DIN: 08246763) resigned from the post of Executive Director of the
Company with effect from close of business hours on 28^th November, 2023.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided
by the outgoing director during his tenure on the Board.

Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Kalpana Nimesh Desai
(holding DIN: 02759762), director, is liable to retire by rotation at the ensuing AGM of the Company and
being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

Brief details of Mrs. Kalpana Nimesh Desai are given in the Notice of ensuing AGM.

Changes in Key Managerial Personnel

The Board at its meeting held on 15^th September, 2023 appointed Mr. Nimesh Rameshchandra Desai
(holding DIN: 02779330) as Managing Director for a period of five years.

The Board at its meeting held on 28^th November, 2023 appointed Mr. Sandip Shinde as Chief Financial
Officer (CFO) of the Company.

Mr. Pratik Dhakate (Membership No. ACS 69380) resigned from the office of Company Secretary of the
Company with effect from close of business hours on 16^th January, 2024. The Board places on record its
appreciation for the services rendered by Mr. Pratik Dhakate during his association with the Company.

The Board at its meeting held on based on the recommendation of the Nomination and Remuneration
Committee has approved the appointment of Mrs. Pratiksha Kumbhare (Membership No. FCS 12098) as
Company Secretary of the Company with effect from 16^th January, 2024.

Except as stated above, there were no other changes in the directors and key managerial personnel of
the Company during the year under review since the last report.

The board comprises of the following Directors as on 31/03/2024:

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Nimesh Rameshchandra Desai	02779330	Managing Director
2.	Mrs. Kalpana Nimesh Desai	02759762	Non-Executive Director
3.	Mr. Manish Gupta	01462245	Independent Director
4.	Mr. Haridas Nilkanth Bhabad	02823879	Independent Director

B. MEETING OF BOARD OF DIRECTORS:

During the Financial Year 2023-24, the Company held 16 (Sixteen) Board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of
Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sr. No	Date of Meeting	Strength of Board	No of Directors Present
1.	11/04/2023	3	2
2.	04/05/2023	4	3
3.	28/06/2023	3	3
4.	18/07/2023	3	3
5.	15/09/2023	3	3
6.	28/11/2023	3	3
7.	29/11/2023	4	3
8.	16/01/2024	4	3
9.	24/01/2024	4	3
10.	29/01/2024	4	3
11.	31/01/2024	4	4
12.	22/02/2024	4	4
13.	26/02/2024	4	4
14.	06/03/2024	4	4
15.	20/03/2024	4	4
16.	23/03/2024	4	4

Committees of the Board

The Board of Directors have constituted the following Committees in order to effectively deliberate its
duties under the Act:

•Audit Committee;

• Nomination and Remuneration Committee;

5. STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS:

In terms of the provisions of section 149 of the Act, the independent directors on the Board of your
Company as on the date of this report are Mr. Manish Gupta and Mr. Haridas Nilkanth Bhabad.

The Company has received declaration pursuant to section 149(7) of the Act from all the independent
directors stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act
read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to
registration of their name in the independent director''s databank of the Indian Institute of Corporate
Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation
submitted by the independent directors after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as
the Rules made thereunder and have complied with the code for independent directors prescribed in
Schedule IV to the Act.

6. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors are inducted into the Board familiarization program. The Board members
are provided with necessary documents, reports and internal policies to enable them to familiarise with
the Company''s procedures and practices. Periodic information is provided to the Board and Committees
on business and performance updates of the Company, business strategy and risks involved. Further, at
the time of appointment of an independent director, the Company issues a formal letter of appointment
outlining his role, function, duties and responsibilities.

7. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES,
CHAIRMAN AND INDIVIDUAL DIRECTORS:

The annual evaluation of performance of the Board of Directors, its committees, chairman and individual
directors for the reporting year was conducted in accordance with the provisions of the Act.

Information on the process of the formal annual evaluation made by the Board of its own performance
and that of its committees, chairman and individual directors is available on the Company''s website
at https://techera.co.in/investors/policies.

8. REMUNERATION POLICY:

Your Company has in place the Remuneration Policy which provides for a whole gamut of compensation
philosophy for rewarding and retaining talent.

The policy is available on the Company''s website at https://techera.co.in/investors/policies.

9. PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees
and percentage increase in the median remuneration is not applicable to the Company. Further there
were no employee who was in receipt of remuneration for that year which, in the aggregate as provided
in the rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given guarantees or provided securities during the financial year under review.
However, the Company has invested in the equity shares of KalbhorZ Electric Private Limited an amount
of Rs. 83,31,938/- representing 11.91% of the paid-up capital of the said Company. Therefore, company
has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has
given in the notes 11 to the Financial Statements.

11. DIVIDEND:

a) Compulsory Convertible Preference share:

The Board has declared a dividend at the rate of 0.01% per share on 11,99,000 Compulsory Convertible
Preference share capital of the company for the year ended 31^st March 2024.

b) Ordinary Shares:

In order to conserve resources, your directors do not recommend any dividend on the Ordinary Shares
in the financial year 2023-24.

12. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company does not transfer any amount to reserves and surplus account during the year under
report.

13. CHANGES IN SHARE CAPITAL, IF ANY:

During the financial year 2023-24, following were changes in the authorised, issued, subscribed, and
paid-up share capital of the Company:

S. No.	Particulars
	Changes in Paid up share capital
1.	The paid up capital of the company was increased to Rs. 14,12,00,220/- (Rupees Fourteen Crores Twelve Lakhs Two Hundred Twenty Only) by allotment of 3,19,275 equity shares of Rs. 10/- each on 24th January, 2024.
2.	6,20,228 (Six Lakh Twenty Thousand Two Hundred and Twenty Eight) preference shares were redeemed in the Board meeting held on 24th January, 2024.
3.	5,78,772 (Five Lakh Seventy Eight Thousand Seven Hundred and Seventy Two) 0.01% (zero point zero one percent) Compulsorily Convertible Preference Shares ("CCPS") of face value of INR 100/- (Indian Rupees One Hundred only) each into 2,98,643 (Two Lakh Ninety Eight Thousand Six Hundred and Forty Three) Equity Shares of face value of INR 10/- on 29th January, 2024.
4.	97,14,660 (Ninety-Seven Lakhs Fourteen Thousand Six Hundred Sixty) Bonus Shares of face value of 10/- each were issued on 27th, February, 2024 to the existing shareholders of the Company.
	Changes in Authorized share capital
1.	The Authorized share capital of the company was reclassified by reclassifying 12,00,00,000/- (Rupees Twelve Crores) preference share capital to equity share capital on 27th February, 2024.

2.	The Authorized share capital of the company was increased to Rs. 20,00,00,000/-(Rupees
	Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/-
	(Rupees Ten only) each on 26th March, 2024.

14. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

Company does not have any Subsidiary, Joint venture or Associate Company.

15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year ended on 31^st March, 2023, the Company has not declared any dividend, so the
provisions of Section 125(2) of the Companies Act, 2013 with respect to transfer of unclaimed dividend
to investor education and protection fund do not apply to the Company.

16. MATERIAL CHANGES, COMMITMENTS TILL THE END OF FINANCIAL YEAR AND MATERIAL CHANGES
TILL THE DATE OF THIS REPORT:

The following material changes and commitments have occurred between the end of the financial year
to which the financial statements relate and the date of this Report and their impact on financial
position of the company is not determinable:

(i) The Company has been converted from Private Limited to Public Limited w.e.f 29 May, 2023.

(ii) The Company has filed Draft Red Herring Prospectus (DRHP) with the National Stock Exchange (NSE)
for getting itself listed on the SME portal of NSE Emerge. The DRHP was approved by the NSE on 7^th
August, 2024.

17. AUDITORS AND REPORT THEREON:

M/S DASK & ASSOCIATES, (FRN: 130493W) Chartered Accountants, Pune hold office until the conclusion
of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the
conclusion of 10^th Annual General Meeting of the company to be held in the Year 2029.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has
received a written consent from M/S DASK & ASSOCIATES, (FRN: 130493W) Chartered Accountants,
Pune to their re-appointment and a certificate, to the effect that their re-appointment, if made, would
be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria
provided in Section 141 of the Companies Act, 2013.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Company has not received any report from its auditors under section
143(12) of the Companies Act, 2013 and rules made there under involving fraud committed against the
company by officers or employees.

19. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having a website http://www.techera.co.in and the copy of annual return will be
placed on the above website as referred to in sub-section (3) of section 92 of the Companies Act, 2013.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:

During the year under review, no regulator or court or tribunal has passed any order impacting the going
concern status of the company and its operations in future.

21. COMMENT ON QUALIFICATION, RESERVATION AND ADVERSE REMARK OF AUDITORS:

a) Auditors Report:

The Statutory auditors of the company in his audit Report for the financial year under scrutiny, does not
provide any qualification, reservation and adverse remark hence no comment or explanation provided
by the board of the Company.

b) Secretarial Auditors Report:

The Company does not meet the criteria provided under of sub section (1) of Section 204 of Companies
Act, 2013 read with The Companies (Appointment and Remuneration Personnel) Rules, 2014, hence no
comment or explanation is required to be made.

22. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

The provision of Section 178(1) relating to constitution of Nomination and Remuneration Committee is
applicable to the Company, hence Company has devise a policy relating to appointment of Directors,
payment of managerial remuneration, directors'' qualifications, positive attributes, independence of
directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
Directors are paid remuneration commensurate to their qualification and involvement in managing the
affairs of the company.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms
that-

a. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that 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 profit of the company for
that year;

c. The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

e. Company being unlisted sub clause (e) of section 134(5) is not applicable.

f. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

24. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013, is not required by the Company during the year under
review.

25. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated/pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against
your Company. As on the date of this report, there is no application or proceeding pending against your
company under the Insolvency and Bankruptcy Code, 2016.

26. INTERNAL FINANCIAL CONTROL:

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineates
the roles responsibilities and authorities at each level of its governance structure and key functionaries
involved in governance. The Code of Conduct for Senior Management and Employees of your Company
(the Code of Conduct) commits Management to financial and accounting policies systems and processes.
The Corporate Governance Policies and the Code of Conduct stand always communicated across your
Company.

Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies
that are carefully selected by Management and approved by the Board. These Accounting policies are
reviewed and updated from time to time.

Your Company has in place adequate Internal Financial Controls with reference to the Financial
Statements commensurate with the size scale and complexity of its operations. Your Company''s Internal
Financial Controls were deployed that addresses material risks in your Company''s operations and
financial reporting objectives.

Such controls have been assessed during the year under review taking into consideration the essential
components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of
such assessments carried out by Management no reportable material weakness or significant
deficiencies in the design or operation of Internal Financial Controls was observed.

Your Company recognizes Internal Financial Controls cannot provide absolute assurance of achieving
financial operational and compliance reporting objectives because of its inherent limitations. Also,
projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk
that the Internal Financial Controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits
and review processes ensure that such systems are reinforced on an on-going basis.

The company has adequate system for internal control commensurate with its size and nature of the
business. Management of the company has very cordial relations with their personnel and outsiders in
respect of business of the company. Internal control system is reviewed by the management at
reasonable intervals to ensure the efficient working of the control system.

27. PARTICULARS OF EMPLOYEES:

During the financial year under review, the Company had no employee as specified under Rule 5(1) and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of Energy, Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in
respect of conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the company during the year under review.

B. Foreign Exchange Earnings And Outgo:

During the year the company has following Foreign Currency Inflow and outflow: -
Foreign Currency Inflow: - Rs. 2,79,02,929/-
Foreign Currency Outflow: - Rs. 72,06,387/-.

29. RISK MANAGEMENT:

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities.

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is
reviewed by the Board from time to time. These procedures are reviewed to ensure that executive
management controls risk through means of a properly defined framework. The Board judges the fair
and reasonable extent of risks that your Company is willing to take, and its decisions shall be based on
this reasonable judgment.

30. RELATED PARTY TRANSACTIONS:

The Company has entered into related party transactions during the financial year and all the
transaction entered by the Company were in the ordinary course of business and is on arm''s length
basis. There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large and Approval of the Board of Directors was
obtained wherever required.

Details of transaction entered by the Company in the ordinary course of business on arm''s length price
are provided in annexure attached herewith. (Annexure -I).

31. COMPLIANCES OF SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards under section 118 of the
Companies Act, 2013 to the extent applicable.

32. VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 with respect to vigil mechanism are not applicable to the
Company.

33. DEPOSITS:

During the year under review, your company neither accepted any deposit nor there are any amounts
outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the
requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the
Companies Act, 2013 is not applicable. However, loan from directors/ Relative of Directors taken during
the year are as follows:

Name of Director	Loan taken during the year	Loan remaining at the end of the year
Mr. Nimesh Rameshchandra Desai	Rs. 80,85,000/-	Rs. 37,05,018/-
Mr. Meet Nimesh Desai	Rs. 11,55,000/-	Rs. 36,09,428/-
Mrs. Kalpana Nimesh Desai	Rs.50,000/-	-

34. DISCLOSURES RELATING TO EQUITY SHARES:

The Company has not issued any equity shares with differential rights during the year under review and
hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

a. SWEAT EQUITY:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

b. BONUS SHARES:

During the year ended on 31^st March, 2024, Company has issued Bonus issue of 97,14,660 (Ninety-Seven
Lakhs Fourteen Thousand Six Hundred Sixty) Equity Shares of face value of 10/- each on 27^th, February,
2024.

c. EMPLOYEES STOCK OPTION PLAN (ESOP):

No ESOP was issued during the year under review.

35. CORPORATE SOCIAL RESPONSIBILITY:

The Company was not required to form a CSR Committee and comply with the requirements of Section
135 of the Companies Act, 2013 and rules made thereunder.

36. ANNUAL EVALUATION:

The provision of section 134(3)(p) relating to Board evaluation is not applicable to the company.

37. SIGNIFICANT REGULATORY OR COURT OR TRIBUNAL ORDERS:

During the Financial Year 2023-24, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going concern status of the Company
and its operations in future.

38. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2023-24, the Company has not made any settlement with its Bankers from
which it has accepted any term loan.

39. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company has well trained workforce for its various area of its operations, up gradation of which is
being done on continuous basis for improving the work and quality process. The industrial relations in
the company''s workplace had been cordial throughout the year.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and secure environment for its women employees
though it has not formed an Internal Complaints Committee in compliance with provisions under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints received regarding harassment by the Company from its
employees (permanent, contractual, temporary, trainees).

41. ACKNOWLEDGEMENT:

Your directors wish to express their sincere appreciation to the continued co-operation received from
the Banks, Government of India, Various State Government Authorities, Government departments and
Agencies, Customers, Vendors and Shareholders and academic partners for their continuous support
during the year under review. Your directors also wish to place on record their deep sense of
appreciation for the committed service of the executives, staff, and workers of the Company. The
Directors offer their deepest condolences for any loss of life of employees and their families and are
deeply grateful and have immense respect for every person who risked their life and safety to fight this
pandemic.

BY ORDER OF THE BOARD OF DIRECTORS
TECHERA ENGINEERING (INDIA) LIMITED

(Formerly known as Techera Engineering (India) Private Limited)

Sd/- Sd/-

NIMESH RAMESHCHANDRA DESAI KALPANA NIMESH DESAI

MANAGING DIRECTOR DIRECTOR

DIN:02779330 DIN: 02779365

Add: Flat No. 1102, Building A, Add: Sun Satellite, Flat No. 1102,

Sun Satellite, Near Sun City, Sinhgad Building A, Sinhgad Road,

Road, Anandnagar, Pune - 411051, Anandnagar, Pune - 411051,

Maharashtra, India Maharashtra, India

DATE: 02/09/2024
PLACE: PUNE