Techera Engineering India Ltd Directors Report

To,

The Members

TECHERA ENGINEERING (INDIA) LIMITED

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.

(Amount in Lakhs)

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

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 Companys 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 companys management is looking forward for grabbing the more opportunities in the near future for further increasing the business of the Company.

The Companys 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.

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

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.

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 Companys 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 Companys 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

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

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 Companys 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.

A. MEETING OF BOARD OF DIRECTORS:

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 Companys Board has the following committees:

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

-

Sr. No.	Name	Designation in Company	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 Company	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 Companys 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 directors 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 Companys 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 Companys 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 Companys website at https://techera.co.in/investors/policies.

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.

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.

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.

Statutory Auditors 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 Auditors 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 auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

b) Secretarial Auditors Report:

The secretarial auditors report contains following qualifications, reservations, or adverse remarks or disclaimer.

S. No.	Qualifications/ Remarks	Managements 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 Provident Fund and Employees State Insurance (ESIC) obligations by the Company.	The management has taken serious note of the same and has ensured that all dues are now deposited and reconciled. The company has also strengthened internal controls and review mechanisms to avoid recurrence of such delays in future.

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.

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.

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.

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.

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.

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.

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 Companys 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.

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 Companys 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 Arms 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 arms 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. COMPANYS 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 Companys 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 Companys 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 Companys 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 Companys website. The relevant weblink is: https://techera.co.in/policies/

Code of Conduct for Prevention of Insider Trading in Companys Securities

The Company has Code of Conduct for Prevention of Insider Trading in Companys Securities which is available on the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations forms part of the Annual Report.

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).

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.

The Companys 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.

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.

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