Directors Report of Techknowgreen Solutions Ltd.

Mar 31, 2025

Your Directors hove pleasure In presenting the 3rd Annual Report of your Company together with i he Audited Statement of Accounts and the Auditors¹ Report of your company lor the financial year ended 31st March 2025

.1* FINANCIAL HIGHLIGHTS

the Financial highlights (standalone and consolidated) of the Company for the FV 2024-25 ?re mentioned herein below:

(Amount In Cr) (inr)
Particulars	Standalone	Consolidated	Standalone*
	2024-2025	2024-2035	2023-2034
Revenue from Operations	32.9E	32.9 B	23.45
Other Income	0.24	0.24	0.05
Total Income	33,22	33.22	23.5
Total Expense other than Finance Cost and Depreciation	22.85	22.94	14.52
Profit before Interest and Depreciation and Tax	10.37	10.27	8,98
Finance Cost	0.01	0.0)	0.20
Depreciation	0.33	0.83	?.25
Net Profit before Prior period items and Tax	9,53	9.43	8.53
Prior Period items	-	-	-
T ox Expense	T.87	1 04	Z43
Net Profit after Tax	7.6 S	7.56	6.TI

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

On a standalone basis, the total income for the financial year 2025 stood at Rs. 33.22 crore The profit for the year attributable to shareholders (PAT) was ftS: 7.65 crore. after meeting all administrative and other expenses.

Net Profit Analysis:

During the year under review, the Company has recorded a Net Profit after Tax of Rs 7.65 Crores os compared to Rs, 6,11 crores in the previous financial year, registering a marginal growth ot approximately 25.20%,

Despite the positive growth [n net profit, the net profit ratio has witnessed a slight reduction due

to the following reasons:

* increase in Employee Benefit Expenses: in the previous year, a portion of employee expenses was capitalised as the related assets were under development. However, during the cur rent year, as the asset became ready far use, the related employee costs were charged directly to me profit 6 loss Account tinder employee benefit expenses. Brief Comparison;

i. rv 2023-24 - 397.33 Lakhs if FV 2024-25 - 516,42 Lakhs

* Higher Depreciation Expense: There has been a significant addition to the Property, Plantand Equipment during the year* leading to an increase in depreciation charges, Brief Comparison;

l. FY 2023-24 -24.76 LakhS It FV 2024-25 - 33.33 Lakhs

- One''time Statutory Dues Payment: rhe closure of an assessment pertaining to the erstwhile partnership f>rm (which was later converted into the Compuny) resulted in the payment of prior statutory dues, impacting the net profit ratio.

New Orders and Future Outlook:

* During the year, The Company secured significant new orders and collaborations, marking a major milestone in its business growth trajectory.

* As o result, there has been ? corresponding increosein turnover and net profit, reflecting the Company''s operational efficiency and growing market presence.

- These achievements have strengthened the Company''s position in its sector and set a strong foundation far future growth

¦ The Company remains optimistic about (he coming financial year and is focused on leveraging new business opportunities, strengthening client relationships, and expanding Its service offerings to achieve sustained growth.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3} (j) OFTHECOMPANIES ACT, 2013

During the yeai, the Company has not proposed any amount to be transferred to Reserve out of the net profits of the Company In terms of section 134(3)(}) of The Companies Act, 2013.

4. DIVIDEND

During the period, the Board of Directors has not recommended or declared any dividend, in order to conserve resources and strengthen the financial positron of the Company. The decision has been taken keeping in view the Company''s long-term growth plans and funding requirements

5. SUBSIDIARY COMPANIES

During the year, your Company has expanded Its global footprint by incorporating two wholly owned subsidiary companies In international

Jurisdictions to strengthen its presence and operations In global markets, f he details of the same are as rollows:

* Techknowgreen Solutions PTE LTD - A wholly owned subsidiary Incorporated In Singapore to cater to the Southeast Asian market and facilitate regional collaborations and service delivery Date of incorporation - 12th October 2024

• Techknowgreen Solutions [nc - A Wholly owned subsidiary incorporated in the United States ol America (USA) to support t.he C ompa ny''s st ra t eg to g rowth in Nort h A m e rica and to address the growing demand for environmental ond susta mobility solutions. Date of incorporation -19th November 202-1

Pursuant to the requirements ol Section 135 of the Act, the Standalone and Consolidated financial statements along with relevant documents and audited financial statements of the subsidiaries are hosted on the Company''s website.

Pursuant to Section 129(3) of the Companies Act, 2013 (^J,the Act") read with Rule 5(l) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of Ihe financial statement af a Company''s subsidiary Is given as "Annexure-M'' In the Form AOC-b

6. CHANGE IN NATURE OF BUSINESS

During the year, there has been no change :n the nature o! business ot company.

7. MATERIAL CHANGES AND

COMMITMENTS

During the year, there has been no other materia) change or commitment affecting me financial positron of the Company between the end af the financial year and the date of this Report.

8. SHARE CAPITAL

The Authorised Share Capital ot the Company as on 31st March 2025 Is Rs. 10,00,00,000/-(Rupees T enCroreOnly) divided in to 1,00,00,0 00 Equity Shares af Rs.10/- each and the Paid-up Share Capital is ns. 7,38,27,300/- divided into 73,82,730 Equity Shares of Rs. 10/-each. During the year, There has been no change In the share capital ot the company

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND

During rhe year, your Company was not required to transfer any amount of

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act. 2013. details of loans given, guarantees provided, and investments made during the year under review are as follows:

During the year, the Company has made investments in the following wholly owned subsidiaries:

* Techknowgreen Solutions Pte, Ltd,, Singapore

* Techknowgreen solutions me., USA

i he details of such investments ore provided in the financial statements looming part of this Annual Report given as "Annexure- If in the Form AOC-1,

The Company has ensured that all such transactions wore mode within the limits prescribed under Section 186 of the Companies Act. 2013, and in compliance wllh the relevant provisions thereol

11. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During rheyeorunder review, yourCampany has incorporated two wholly owned subsidiaries to expand its global operations and strengthen its service offerings Internationally. The details ore os follows:

I. Techknowgreen Solutions PTE LTD

* Country of incorporation: Singapore

* Nature of Interest: Wholly Owned Subsidiary

* Percentageof Shareholding; 180%

¦ Purpose: To cater to the Southeast Aslan market and undertake environmental consultancy and related services In the region,

II, Techknowgreen Solutions Inc

- Country of Incorporation: United States of America (USA)

¦ Nature of interest: Wholly Owned Subsidiary

* Percentage of Shareholding: 100%

¦ Purpose: To facilitate expansion in the North American market and support the Company''s International clientele.

The financial performance of these subsidiaries is included in the consolidated

unclaimed dividend to Investor Fducation and Protection Fund.

financial statements of the Company.

lhe Company does not hove any Joint Venture or Associate Company as an the date of this Report,

12. DEPOSITS

During t he year under review, your Company has not invited any deposits from public/ shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

13. RELATED PARTY TRANSACTIONS

During tneycarunder review, all related party transactions entered into by the Company were in the ordinary course of business and conducted on an arm''s length basis. Those transactions were In compliance with the provisions of Section 188 of the Companies Act, 2013.

Pursuant to Regulation 23 of the SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had sought approval of the Members for material related party transactions through postal ballot, fn compliance with the applicable provisions. The resolution in this regard was duly approved by the Members on 05th July 2025.

Details of the related party transactions are mentioned in Farm AOC-2 and annexed herewith as Annexure III.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

l he Company has a professional Board with Execg tivBtD I re ctors & Non - Executive Dl rectors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices (as Annexure l)

Mr. Aniket Kadam, Whole Time Director and CFO of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offered him/ themselves tor re-appointment os per Section 152 Of the Companies Act, 2Q13

During the period Linder review following chonges have token place In the constitution of Board:

Appointment of Key Managerial Personnel

1, CS Omkur Khlrwadkar (Membership No: A73762) as Company Secretary and compliance Officer of the Company w.e.f, 23rd August 2024.

During the yearand up to the date of this Report, thefailawlng changes occurred In the composition ?f Key Managerial Personnel and the Board of Directors;

• Mr. Vinnyak Vijoy Chlndak, company secretary and compliance Officer, resigned from his position with effect from 3Dth .June 2024.

¦ Mrs, Rnnfta Ghosh, independent Director of the Company, tendered her resignation with effect irom T9th April 2025 due to her personal Commitments and the need to devote more time to her other professional and social engagements, the Board places on record its deep appreciation for the invaluable guidance, strategic vision, and unwavering support extended by Mrs. Ghosh during her tenure with the Company,

in accordance with Regulation 30 rood with Schedule ill of the SCBi (Listing Obligations and Disclosure Requirements} Regulations, 2015. Mrs. RonlLu Ghosh has confirmed that ihere are no other material reasons for her resignation other than those stated in ner resignation letter

- To fill the said vacancy, the Board, at its meeting held on 18rh Juiy 2U25, appointed Ms flujuta Prakosh Jogtap as an Additional independent Director (Non-Executive). The said appointment is subject to approval of the shareholders ot the ensuing Annual General Meeting,

15. DECLARATION BY INDEPENDENT DIRECTORS

i he Board of Directors of the Company hereby confirms that all Ihe Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence us provided under Section 149(5) of the Companies Act, 2013.

f he Board upined and confirm, in terms of Rule B of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and

experience in their respective fields.

16. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the period under review, A Board Meetings were held by Board of Directors as per Section 173 of the Companies Act, 2013 which is summarized below, the provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of 0 Director and other matters provided under sub-^setion (3) o! section 173 has been upload on the website 01 the Company, (Website: www-techknewgreen. com)

18. BOARD EVALUATION

Th© Board of Directors has carried put an annual evaluation ol Its own performance, Board Committees, and individual Directors pursuant to the provisions of Companies Act.. 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Hoard''s functioning such as adequacy of the composition or rhe Board end its Commirteos. Board culture, execution and performance ol specific duties, obligations and governance.

A separate exercise was carried outtaevdfuote the performance- of individual Directors, who were evaluated on parameters such as level ol

engagement and contribution, independence of Judgment, safeguarding the interest ot the Company and its minority shareholders etc.

Th e pe r I o rmq nee e va iu ? do n of the I n dependent Directors was earned out by the entire Board excluding the Director being evaluated. The performance evaluation of Non-Independent Directors, Board as a w hoi if was evaluated in u separate meeting of Independent Directors taking into account the views ot executive Directors and non-executive Directors.

The feedback and results of the questionnaire were collated and consolidated report was shored with the Board tor improvements ot Its effectiveness. The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

19. DIRECTORS RESPONSIBILITY STATEMENT

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

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

b: The director shod selectedsuchaccouniing policies and applied them consistently and mode judgments and estimates that ?re reasonable and prudent so os io give a true and fair view nf the state of affairs of the company ot the and of the financiol year and of the profit o! the company for That period;

c. The directors had taken proper and sufficient care for the maintenance or adequate accounting records In accordance with the provisions of this Act for safeguarding the assets of the company and lor preventing and delecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. proper internal financial controls laid down by ihe Directors were followed by the Company and that such internal financial controls are adequate and were operating

effectively;

t. 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

Based on the framework of internal linancial controls and compliance systems established and maintained by the Company, the work performed by the Internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the AudiL Committee, the Board is of the opinion fhai ten Company''s internal financial controls were adequate and effective during FY 2025.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasi;es the need far an effective internal financiol Control system In the company. The system should be designed and operated effectively. Rule 6(5)(vlll) of Companies (Accounts) Rules. 20M requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board s report.

io ensure effective internal Financial Controls the Company has laid down the following measures;

All operations are executed through Standard Operating Procedures (SQPs) in all iunctional activities for which key manuals hove been put in place The manuals are updated and validated periodically

All legal and statutory compliances are ensured on a monthly basis Non-compliance if any, is seriously taken by the managemeni and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of oil transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets, Fixed Asset verification of assets is done on on annual basis. The audit reports for the above audits are complied and submitted to Managing Director and Board of Directors

for review and necessary action.

21. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors, after evaluating the parameters fold down under the Companies Act. 2013 arid SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is of the opinion that tine independent directors appointed during the yearpassess the requlslte integrity, expertise, ond experience (including proficiency ascertained through the online proficiency seif-assess mem test conducted by the Indian Institute Of Corporate Affairs, where applicable). The Board considers their backgrounds, qualifications, and professional experience qs valuable additions contributing meaningfully to the Company''s governance and decision’making processes.

22. ANNUAL RETURN

In compliance to provisions of section 134(3) (a) of Lhe Companies Act, 2013 copy of Lhe Annual Return referred to in sub section (3) of Section 92 of the Act in Form Ho. MGT 7 shall be placed on the website of the company (www. leciiknowgreen.com) post ensuing Annual General Meeting,

23. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Company has duly discharged its Corporate Social Responsibility (CSR) obligations by supporting initiatives aligned with the activities prescribed under Schedule VI f of the Companies Act. 2013, All CSR activities were undertaken in accordance with the Company''s CSR Policy, The detailed report on CSP initiatives and expenditure, as required under the companies Act, 2013; is annexed to this Annual Report as "Annextire VI"

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO)

A, CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following:

f, Steps taken or impact on conservation of energy: The operations ol the Company ore nol energy Intensive In nature. However, the Company remains committed to energy conservation and sustainability across its operations. In this regard, the following measures have been initiated and implemented during the year

¦ Use of energy-efficient equipment: The

Company has progressively replaced conventional lighting with I ED fixtures and energy-efficient appliances across its ond foclll ties, res ui ti ng in meqsu robl e reductions in electricity consumption

* Monitoring and optimization: Regular energy audits and consumption tracking are conducted to identiry potential areas of energy savings. Adjustments in operational practices hove been made to optimize the use oF air conditioning, comparing, end lighting systems.

- Awareness and training; Employees are periodically sensitized on best practices related to energy conservation, including responsible usage of electronic equipment, optimal use ol iightmg, and reducing idle machine time

¦ Green initiatives: the Company is also exploring opportunities to integrate renewable energy sources and adopt sustainable infrastructure wherever feasible m future expansions.

ir. Steps taken by the company for utilizing alternate sources of energy including waste generated: The operations of your Company are not energy intensive.

iri. Capital investment on energy conservation equipment: NIL

As the company is under service consultancy

business, there is no high energy consumption

during the period under review.

B. TECHNOLOGY ABSORPTION:

i. Efforts, in brief, made towards technology absorption; Hone

li. Benefits derived as a result of the above of torts, ©,g., product improvement, cost reduction, product development, import substitution, etc: Not Applicable

ML In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: q. Details of technology imported: None

b. Year of import: NA

c. Whether the technology been fully absorbed NA

d. II not iullv absorbed areas where

absorption has not taken place, and the reasons therefore: NA

iv. The expenditure Incurred on Research and Devel&nmenfc 169.9B Lakhs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (Amount in Crores)
	Particulars	Current Year	Previous Year
	FOB Value af Export	-	0.38
	CiF value of Import	-	-
	Expenctiiure on Store and Spores	-	-
	Expendiiure on Foreign Travel	-	-
	Other	-	-

25. BUSINESS RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise Is being carried out to identity, evaluate, manage and monitoring of both business and non- business risk, The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly delinad framework

Although, market conditions are likely to remain compel itive, future success will depend upon offering improved products through technology innovation and productivity The company continues to invest in these areas. The Company has the risk management and Internal control framework in place commensurate with the slie of the Company. However, Company is trying to strengthen the same.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulotors/courts which would impact the going concern status of the Company and its future operations

27. AUDITORS

* .Statutory. Auditors & their Report:

The members af the Company at its isr Annual General Meeting have appointed m/s vishwas & Associates, Chartered Accountants (FRM: |43b00W) os Statutory auditor for a term of 5 years who shall hold office till conclusion of 6th Annual General Meeting al Lhe Company and certificate from the Auditors to the effect they

are not disqualified to continue as statutory auditors under the provisions of applicable laws have been received by the management of the Company.

There are no quafiheat ions, reservations or adverse remarks or disclaimers made by m/s Vishwas & Associates, Chartered Accountants (n?N: 143500W), Statutory Auditors, In thoir Report on the accounts of the Cbmpbny for ihe year under review, The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

o Cost Auditor

Tfte Cost Audii pursuant to section MS oi the Companies Act, 2011 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company,

* Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 3014, your Company had appointed M/s. Kulkarni Pore and Associates ("Secretarial Auditors") to conduct the Secretarial Audit at your Company for the Financial Year 2024 -25,

The Secretarial AucfJt Report tor the Financial Year ended March 31,2025, is annexed herewith as Annex are IV and forms an integral pan oi this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ihe Secretarial Auditors of Lhe Company have not reported any fraud as specified under the second proviso of Section 143(12) of the companies Act, 2012 (including any statutory modification^) or reenactment(s) for the time

being in fnrce

28. CREDfT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

29. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (iBC)

No corporate insolvency resolution process is initialed against ypur Company under Insolvency and Bankruptcy Code, 2016 (iBC).

30. DETAILS OF PREFERENTIAL ISSUE WITHDRAWN VOLUNTARILY BY THE COMPANY:

During the year, the Company had proposed a preferential issue of equity shares and obtained necessary approvals, including rn-principle approval from the Stock Fxchonge and shareholders'' consent through a special resolution. However, due to prevailing market conditions and strategic reconsiderations, the Company did not proceed with the allotment af shares. Consequently, the prelerentia! issue Was not implemented and withdrawn voluntarily.

31. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

I''he Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

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

Your Company is committed to creating and maintaining an atmosphere In which employees con work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the company has in place an Anthsexuol Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (prevention. Prohibition & Redressol) Act 2013. internal Complaints Committee (ICC) was set up to redress complaints received ^^^egcrrdln^exucjUiamssmen^l^m^lo^ee^

(Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary at sexual harassment complaints received and disposed of during the year:

No. of Complaints received	NIL
No of Complaints disposed off	NIL
Number of cases pending tar more than 90 days	NIL

33. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

i hBCompany has complied with i he provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benelil Act, 1961. including paid maternity leave, nursing breaks, and protection tram dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions On the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and tetter of the leg i si at ion .

34. GENDER-WISE COMPOSITION OF EMPLOYEES

The company discloses below the gender composition of ils workforce as on the March 31, 2025,

* Male Employees 51

¦ Female Employees: 24

* Trci n sgende r E m p I oyees: 0

This disclosure rei nforcss the Comp qpy ^rs ef torts ro promote an inclusive workplace culture and equal opportunity for all Individuals, regardless of gender.

35. DOWNSTREAM INVESTMENT

Th© Co m pa ny h a ve O vsrsea s DI rec 11 n ve s true n t (ODI), however the subsidiaries has not Invested in any other Company in India.

36. DISCLOSURE UNDER REGULATION 32 OF SEBI (LODR), 2015 AND SECTION 13(8) OF THE COMPANIES ACT, 2013

During the financial year 2024-25, the Company sought dnd obtained approval

from the shareholders at the AGM held on 27th September 2024 tor modifying the object of the Issue as originally staled In the offer document.

The object was mod if fed from ‘''Issue related expenses in relation to the Fresh issue to Research and development ("R&D") Initiatives with Includes hiring of experienced R&u resources and purchase of equipment to support Rf&D initiatives which shall be spent by the Company in the Current Financial V''ear i.e. 3024-35.

The change was mode in compliance with applicable laws, including Regulation 32 of SEBI (LODR) Regulations, 2QI5 and Section 13(3) of the Companies Act, 2013. The Company is utilising the unutilised proceeds of the issue in lino with the revised object.

37. VIGIL MECHANISM /WHISTLE BLOWER POLICY

in compliance with the provisions ol section 17? of the Companies Act, 2013 applicable provisions of SEBI Listing Regulations (SEBI LODR, 2015). the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to mem for raising their voice about any tjreach of code of conduct, financial irregularities, Illegal or unethical practices, unethical behaviour, actual or suspected fraud.

Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman ol the Audil Committee In appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also thot no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website (wwwtec hJmowgregn. com)

38. FRAUD REPORTING

There were no frauds reported Py the auditor during the year under sub-section (12) ol

At the beginning of each financial year, an audit plan is rolled cut with approval of the Company''s Audit Committee, The pi an is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with Jaws and regulations. Based on the reports of internal audit, process owners under take corrective action in their respective

section 143 other than those which ore reportable to the Central.Government

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Electron 197(12) of the Companies Act, 2013 read with Rule 5(f) of the Companies (Appointment arid Remuneration ol Managerial Personnel) Rules, 2014 ore provided In the prescribed format and annexed herewith os Annexure ill to this Report, The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 rood with Rule 5(2) and 5(3) of the Companies (Appointment arid Remuneration of Managerial Personnel) Rules, 2014, fornps pan of this Annual Report.

Further, the Report Is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act. any shareholder i nte rest e d in ob La i n I n g o c opy Lh e real m ay w r iie to the Company Secret™ y Of the Company at

cartes; h kqowBre e n,£.onr-

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report ol financial performance and results of operations ol the Compony. as required under the SEES! Listing Regulations is provided in a separate secLion and looms an Integral pnri of Annual report , it Inter-alia gives details of the overall industry structure, economic developments, performance and slate of affairs of your Company''s business, risks and concerns and material developments during the financial year unde.- review.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The reporting or Business Responsibility and Sustainability report is not applicable ta the Company for the period under review,

42. INTERNAL AUDIT

areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board,

43. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS ETC., IF ANY

During the year, the Company had initiated the process for Issuance ol equity shares on

preferential basis accordance with the applicable provisions of the Companies Act, 2013 and S£B| (issue of Capital and Disclosure Requirements) Regulations, 2018. However, due to s a and other considerations, the proposed preferential issue could not be concluded.

The Company has duly disclosed the development to all stakeholders in a timely and transparent manner.

Further, the company has not issued any shares with differential voting rights nor has It granted any stock options or issued sweat equity shares during the period under review.

44. DETAILS OF MONEY ACCEPTED FROM DIRECTOR

During rhe period under review the Company has not accepted money in the form of unsecured loan from the director of the Company.

45. CAUTIONARY STATEMENT

The statements contained in the Guard''s Report contain certain statements relating to the future and therefore ore forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes In government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

46. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation re ceived f rum the Ba n ks, G eve r nmen t A u t hor it i es Customers, Vendors and Shareholders 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

---

Mar 31, 2024

Your Directors have pleasure in presenting the 2nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31st March 2024

1. FINANCIAL HIGHLIGHTS

The Financial highlights of the Company for the FY 2023-24 are mentioned herein below:

	(Amount in Cr) (INR)
	Particulars	2023-24	2022-23*	Restated Figures of FY 2022-23**
	Revenue from Operations	23.45	1.90	14.84
	Other Income	0.05	0.02	0.02
	Total Income	23.5	1.92	14.86
	Total Expense other than Finance Cost and Depreciation	14.52	0.72	8.32
	Profit before Interest and Depreciation and Tax	8.98	1.20	6.54
	Finance Cost	0.20	0.02	0.24
	Depreciation	0.25	0.08	0.05
	Net Profit before Prior period items and Tax	8.53	1.10	6.25
	Prior Period items	-	0.53	-
	Tax Expense	2.43	0.15	1.73
	Net Profit after Tax	6.11	0.42	4.51
* The First Financial Year of the Company pursuant to the provisions of the Companies Act, 2013 was of only 89 days starting from 2nd January 2023 to 31st March 2023. ** The figures mentioned are restated figures which includes figures of erstwhile Partnership Firm as well.

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

Your Company was formed by conversion of a partnership firm, ''Technogreen Environmental Solutions'' ("Firm") under the provisions of Chapter XXI of Companies Act 2013. The Firm was formed and registered as a partnership firm under the provisions of Indian Partnership Act, 1932, pursuant to a deed of partnership dated April 05, 2001, as amended and supplemented from time to time. The Firm was converted to public limited company on 02nd January 2023. The Company is engaged in the business of ''providing consulting services in

almost every realm of environment & infrastructure planning, solutions to every problem of environment & climate change, which are both environmentally as well as economically feasible.

During the reporting period company''s performance was satisfactory in terms of revenue generation as the same has generated total Income of INR. 23.50 Crores. Further, after meeting out all the administrative and other expenditures, the company has earned Net profit INR. (Rs) 6.11 Crores.

The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

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

During the period under review, the Company has not proposed any amount to be transferred to Reserve out of the net profits of the Company in terms of section 134(3)(j) of The Companies Act, 2013.

4. DIVIDEND

During the period under review, no dividend was recommended and declared by the Board

5. CHANGE IN NATURE OF BUSINESS

Your Company was formed by conversion of a partnership firm, ''Technogreen Environmental Solutions'' ("Firm") under the provisions of Chapter XXI of Companies Act 2013. The Firm was formed and registered as a partnership firm under the provisions of Indian Partnership Act, 1932, pursuant to a deed of partnership dated April 05, 2001, as amended and supplemented from time to time. The Firm was converted to public limited company on 02nd January 2023. The Company is one of India''s leading environmental consulting company with 20 years of experience in executing projects in the environment domain.

The Company''s service offering includes 3 verticals viz:

A. Knowledge Consulting including Regulatory & Sustainability Streams (both regulatory compliances, environmental due diligence, Environmental Impact Assessment, Environmental crime investigation etc.),

B. Technology including Execution & Infotech

(Process technology in execution of wastewater, air quality, solid waste projects and implementation of proprietary software applications with IOT devices) &

C. Research including Policy and Engineering

[climatology, Cost Benefit, advocacy, carbon capture, strategies, etc.). Techknowgreen is one of the first companies in India providing environmental IT solutions through cutting edge software applications and compliance solutions.

The company has diverse experience in handling complex environmental projects across various industries like infrastructure, chemical, automobile, healthcare, manufacturing, real estate including

projects from National/State governments. TSL serves a diverse client base which includes government, semi-government organization, MNCs, large companies, mid-size companies and MSMEs.

The Company got listed on SME platform of BSE Limited in the month of September 2023 with an IPO of INR. 16.72 Crores.

6. MATERIAL CHANGES AND COMMITMENTS

Your Company was formed by conversion of a partnership firm, ''Technogreen Environmental Solutions'' into a public limited company on 2nd January 2023 in the name and style of "Techknowgreen Solutions Limited" and during the period under review it got listed on SME platform of BSE Limited in the month of September 2023 with an IPO of INR. 16.72 Crores. Apart from this there are no material changes ad commitments occurred in the Company during the preceding financial year.

7. SHARE CAPITAL

During the period under review following changes have taken place in the share capital of the company.

During the period under review your Company has increased its authorised Share Capital from INR. 5.50 Crores divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of INR. 10/- (Rupees Ten Only) each to INR. 10 Crores divided into 1,00,00,000 (One Crore) Equity Shares of INR. 10/- (Rupees Ten Only) each by passing an ordinary resolution dated 02nd May 2023 by the members of the Company.

Further the Company has allotted 3,42,466 (Three Lakh Forty-Two Thousand Four Hundred and Sixty-Six) Equity Shares by way of Private Placement dated 07th July 2023 and 19,44,000 (Nineteen Lakhs Forty-Four Thousand) Equity Shares by way of Initial Public Offer (IPO) dated 23rd September 2023.

8. INITIAL PUBLIC OFFER

During the period under review, the Company successfully completed its Initial Public Offering ("IPO") in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,

Wherein, 19,44,000 (Nineteen Lakhs Forty-Four Thousand) Equity Shares were issued by way of Initial Public Offer (IPO) dated 23rd September 2023 and INR. 16.72 Crores were raised by the Company.

During the Financial Year 2023-24, the Company has utilised the IPO proceeds in accordance with objects of the offer as mentioned below: (Amount in Cr)

Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilized	Amount of Deviation / Variation for the quarter according to applicable object	Remarks if any
Investment in research and development ("R&D") initiatives with includes hiring of experienced R&D resources and purchase of equipment to support R&D initiatives	-	1.38	-	0.57 (Same was allocated for FY 2324)	0.82*	Due to short timeframe of 6 months from the receipt of IPO Proceeds, the Company could not spend the allotted amount in the said financial year and has decided to carry forward the said unspent amount in current FY 24-25 in their respective heads.
Investment in office Premises	-	2.00	-	2.00	-
Refurbishment of new office Premises and purchase of office equipment''s	-	0.99	-	0.66	0.33
Expansion of our execution and support service teams including hiring of resources with expertise in environmental consulting.	-	1.77	-	0.78	0.99
Repayment of Bank facilities	-	2.85	-	2.85	-
General Corporate purposes	-	3.88	-	1.17	2.71
Issue related expenses in relation to the Fresh Issue	-	3.85	-	3.14	0.71
TOTAL	-	16.72	-	11.16	5.56	-
* Note: For Investment in research and development ("R&D") initiatives with includes hiring of experienced R&D resources and purchase of equipment to support R&D initiatives, the Company has allocated INR. 0.41 Crores to be spend in the financial year 2024-25 and INR. 0.41 Cores in the financial Year 2025-26.

S.N.	Name	Designation	DIN	Date of Appointment
1	Dr. Ajay Ramakant Ojha	Managing Director	03549762	02.01.2023
2	Dr. Aniket Vijay Kadam	Executive Director	05010202	02.01.2023
3	Dr. Prasad Rangrao Pawar	Executive Director	02033491	02.01.2023
4	Mrs. Ronita Ghosh	Non-executive Independent Director	09240267	11.03.2023
5	Mr. Kuntal Jitendra Dave	Non-executive Independent Director	00309275	11.03.2023
6	Mr. Vinayak Dattatraya Kelkar	Non-executive Independent Director	10048658	11.03.2023
7	Dr. Aniket Vijay Kadam	Chief Financial Officer	AMXPK1735H	11.03.2023
8	Dr. Prasad Rangrao Pawar	Chief Executive Officer	AMOPP0672K	11.03.2023
9	Mr. Vinayak Vijay Chindak	Company Secretary and Compliance Officer	BVNPC4810R	08.05.2023
Further, during the current financial year i.e. FY 2024-25, there is change in designation of Dr Prasad Rangrao Pawar and Mr. Aniket Vijay Kadam and both have been appointed as Whole Time Director for a period of 5 years with effect from 22nd May 2024 and Mr. Vinayak Vijay Chindak has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 30th June 2024.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review your Company was not required to transfer any amount of unclaimed dividend to Investor Education and Protection Fund.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the period under review your Company has not made or granted any loans, guarantee and investment pursuant to the provisions of section 186 of the Companies Act, 2013 and there is no amount outstanding against the same as on 31st March 2024.

11. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During the period under review your Company does not have any Subsidiary, Joint Venture, Associate Company.

12. DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,

15. DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

2014.

13. RELATED PARTY TRANSACTIONS

During the period under review all the related party transactions entered by the Company with the related parties are in ordinary course of Business and are at arm''s length price and are in accordance with the provisions of Section 188 of The Companies Act, 2013 and one transaction of Purchase of Office space from Managing Director of the Company one transaction which is not in the was approved by the members of the Company in 1st Annual General meeting held on 28th August 2023. Details of the related party transactions are mentioned in Form AOC-2 and annexed herewith as Annexure I.

14. DI RECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review following changes have taken place in the constitution of Board:

0 Appointment of Key Managerial Personnel

1. CS Vinayak Vijay Chindak (Membership No: A71144) as Company Secretary and Compliance Officer of the Company w.e.f. 08th May 2023.

Composition of board of directors as on 31st March 2023 is as following:

16. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the period under review, 11 Board Meetings were held by Board of Directors as per Section 173 of the Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

S. No.	Date of Meeting	Board Strength	Directors Present
1	03.04.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Vijay Kadam
			Mr. Vinayak Dattatraya Kelkar
2	11.04.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Vijay Kadam
3	08.05.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mrs. Ronita Ghosh
4	26.05.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Kuntal Jitendra Dave
5	16.06.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Kuntal Jitendra Dave
6	07.07.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Vinayak Dattatraya Kelkar
			Mr. Kuntal Jitendra Dave
			Mrs. Ronita Ghosh
7	27.07.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Kuntal Jitendra Dave
8	12.09.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Kuntal Jitendra Dave
9	23.09.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
10	07.11.2023	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Vinayak Dattatraya Kelkar
			Mr. Kuntal Jitendra Dave
			Mrs. Ronita Ghosh
11	27.02.2024	6	Dr Ajay Ramakant Ojha
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Vinayak Dattatraya Kelkar
			Mr. Kuntal Jitendra Dave
			Mrs. Ronita Ghosh

17. COMMITTEES OF THE BOARD

0 AUDIT COMMITTEE

Your Company has constituted Audit Committee w.e.f. 08th May 2023 which consists of following members:

1. Mr. Vinayak Kelkar - Chairman of Committee

2. Mrs. Ronita Ghosh - Member

3. Dr. Prasad Pawar - Member

During the year 4 meetings were held by the members of Audit Committee which is summarised below

S. No.	Date of Meeting	Members Present
1	07.07.2023	Mr. Vinayak Dattatraya Kelkar
		Mrs. Ronita Ghosh
		Dr Prasad Rangrao Pawar
2	27.07.2023	Mr. Vinayak Dattatraya Kelkar
		Mrs. Ronita Ghosh
3	07.11.2023	Mr. Vinayak Dattatraya Kelkar
		Mrs. Ronita Ghosh
		Dr Prasad Rangrao Pawar
4	27.02.2024	Mr. Vinayak Dattatraya Kelkar
		Mrs. Ronita Ghosh
		Dr Prasad Rangrao Pawar

◊ NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted Nomination and Remuneration Committee w.e.f. 08th May 2023 which consists of following members

1. Mr. Vinayak Kelkar - Chairman of Committee

2. Mrs. Ronita Ghosh - Member

3. Mr. Kuntal Dave - Member

Only 1 meeting was held during the financial year on 7th July 2023 and all members were present at the meeting.

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 has been upload on the website of the Company. (Website: www.techknowgreen.com)

◊ STAKEHOLDER''S RELATIONSHIP COMMITTEE

Your Company has constituted Stakeholders Relationship Committee w.e.f. 08th May 2023 which consists of following members

1. Mr. Vinayak Kelkar - Chairman of Committee

2. Mrs. Ronita Ghosh - Member

3. Dr. Prasad Pawar - Member

Only 1 meeting was held during the financial year on 27th February 2024 and all members were present at the meeting.

18. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of Non-Independent Directors, Board as a whole was evaluated in a separate meeting of Independent Directors taking into account the views of executive Directors and non-executive Directors.

The feedback and results of the questionnaire were

collated and consolidated report was shared with

C. FOREIGN EXCHANGE EARNINGS AND OUTGO
	Particulars	Current Year	Previous Year
	FOB Value of Export	0.38	-
	CIF Value of Import	-	-
	Expenditure on Store and Spares	-	-
	Expenditure on Foreign Travel	-	-
	Other	-	-

the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

19. 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 of the profit of the company for that period;

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. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively;

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.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated

periodically.

- All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

- Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

- The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

21. ANNUAL RETURN

In compliance to provisions of section 134(3)(a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act in Form No. MGT 7 shall be placed on the website of the company (www.techknowgreen.com) post ensuing Annual General Meeting.

22. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

During the period under review your company does not meet the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to the constitution of the Corporate Social Responsibility Committee and spend any amount as CSR Obligation/Expenditure. However, during the financial year 2024-25 the provisions of CSR are applicable to the Company.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following:

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. Steps taken by the company for utilizing alternate sources of energy including waste generated: The operations of your Company are not energy intensive.

iii. Capital investment on energy conservation equipment: NIL

21. ANNUAL RETURN

In compliance to provisions of section 134(3)(a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act in Form No. MGT 7 shall be placed on the website of the company (www.techknowgreen.com) post ensuing Annual General Meeting.

22. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

During the period under review your company does not meet the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to the constitution of the Corporate Social Responsibility Committee and spend any amount as CSR Obligation/Expenditure. However, during the financial year 2024-25 the provisions of CSR are applicable to the Company.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following:

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

24. BUSINESS RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology

ii. Steps taken by the company for utilizing alternate sources of energy including waste generated: The operations of your Company are not energy intensive.

iii. Capital investment on energy conservation equipment: NIL

As the company is under service consultancy

business, there is no high energy consumption

during the period under review.

B. TECHNOLOGY ABSORPTION:

i. Efforts, in brief, made towards technology absorption: None

ii. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc: Not Applicable

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a. Details of technology imported: None

b. Year of import: NA

c. Whether the technology been fully absorbed: NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: NA

iv. The expenditure incurred on Research and Development: INR. 1,26,43,936/-

innovation and productivity. The Company continues to invest in these areas. The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

26. AUDITORS

Statutory Auditors & their Report:

The members of the Company at 1st Annual General Meeting have appointed M/s Vishwas & Associates,

Chartered Accountants (FRN: 143500W) as Statutory auditor for a term of 5 years who shall hold office till conclusion of 6th Annual General Meeting of the Company and certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws have been received by the management of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Vishwas & Associates, Chartered Accountants (FRN: 143500W), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

◊ Statutory Auditors & their Report:

The members of the Company at 1st Annual General Meeting have appointed M/s Vishwas & Associates, Chartered Accountants (FRN: 143500W) as Statutory auditor for a term of 5 years who shall hold office till conclusion of 6th Annual General Meeting of the Company and certificate from the Auditors to the effect theyarenot disqualified tocontinue as statutory auditors under the provisions of applicable laws have been received by the management of the Company. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Vishwas & Associates, Chartered Accountants (FRN: 143500W), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

◊ Cost Auditor:

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

◊ Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Kulkarni Pore and Associates LLP ("Secretarial Auditors") to conduct the Secretarial Audit of your Company for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year

ended March 31, 2024, is annexed herewith as Annexure II and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force

27. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

28. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

29. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the year the Company has not failed to execute any corporate action.

30. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

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

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation.

Accordingly, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received	NIL
No. of Complaints disposed off	NIL

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In Compliance with the provisions of section 177 of the Companies Act, 2013 applicable provisions of SEBI

Listing Regulations (SEBI LODR, 2015) , the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud.

Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website (www.techknowgreen.com)

33. FRAUD REPORTING

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure III to this Report. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at [email protected]

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report

of financial performance and results of operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of Annual report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The reporting of Business Responsibility and Sustainability report is not applicable to the Company for the period under review.

37. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS ETC., IF ANY

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the period under review.

38. DETAILS OF MONEY ACCEPTED FROM DIRECTOR

During the period under review the Company has not accepted money in the form of unsecured loan from the director of the Company.

39. CAUTIONARY STATEMENT

The statements contained in the Board''s Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

40. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders 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.