Techera Engineering India Ltd Directors Report

To,

The Members

TECHERA ENGINEERING (INDIA) LIMITED

Gat No. 565, Behind Namo Marble & Timbers,

At Post Velu, Tal. Bhor, Pune - 412205, Mh, In

The Directors of the Company have pleasure to present the Eighth (08^th) Annual Report of TechEra Engineering (India) Limited (“the Company” or “TEL”) alongwith the audited financial statements (Standalone & Consolidated) for the financial year ended March 31,2026. The consolidated performance of the Company, its Associate and subsidiary have been referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Gross Income	4,880.76	4,973.38	4,882.42	4,992.71
Expenditure excluding interest and depreciation	4,006.70	4,099.76	4,018.36	4,099.76
Earnings before exceptional & extraordinary item and tax	874.06	873.62	864.06	892.95
Finance Charges	293.66	187.08	293.66	187.08
Depreciation & amortization expenses	286.19	233.75	286.19	233.75
Profit Before Exceptional and Extraordinary items & tax	294.21	452.79	284.21	472.12
Exceptional Income/Expenses	108.55	0.00	87.57	0.00
Profit Before Extraordinary items & tax	402.76	452.79	371.78	472.12
Tax Expense:
• Current tax	0.00	145.55	0.00	145.55
• Deferred tax	96.51	(9.48)	96.51	(9.48)
• Tax of Earlier years	(1.57)	0.00	(1.57)
Net Profit After Tax	307.82	316.72	276.84	336.05

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

During the Financial Year 2025-26, the Company continued to strengthen its position as a technology- driven engineering solutions provider catering primarily to the Aerospace, Defence, Space, and High Precision Engineering sectors. The Company remained focused on enhancing its manufacturing capabilities, strengthening operational processes, and creating a strong foundation for sustainable longterm growth.

During the year under review, the Company continued to execute projects involving Aircraft Assembly Line Tooling, Aerospace & Defence Tooling, Ground Support Equipment (GSE), Maintenance, Repair & Overhaul (MRO) Tooling, Aircraft Sub-Assemblies, Precision Machining, Automation Solutions, Design & Engineering Services, and Calibration Services. The Company also continued its efforts towards expanding its technological capabilities and improving operational efficiencies through investments in advanced manufacturing processes and engineering excellence.

The Company recorded a challenging financial performance during the year on account of industry- specific factors, execution timelines of certain projects, and the evolving business environment. Despite of these temporary challenges, the fundamentals of the Companys business remain strong, supported by its technical expertise, established customer relationships, robust order pipeline, and increasing opportunities in the aerospace and defence manufacturing ecosystem.

During the year, the Company undertook strategic initiatives to strengthen its long-term growth prospects. These included organisational restructuring, capacity optimisation, strengthening of project execution capabilities, enhancement of quality systems, and increased focus on operational efficiencies.

The Company remains committed to the Government of Indias vision of Make in Indiaand Atmanirbhar Bharat, which continue to create significant opportunities for indigenous manufacturing in the aerospace and defence sectors. With increasing defence expenditure, localisation initiatives, rising private sector participation, and growing opportunities in civil aviation and space programmes, the Company believes that the long-term outlook for its business remains positive.

Further, your Company has achieved a total income of INR 4,880.76 lakhs for the year ended March 31, 2026. During the year Company earned the net profit of INR 307.82 lakhs. The company’s directors are looking forward to grabbing the good opportunities in the near future for further increasing the business of the Company.

The Board of Directors are confident about the Companys long-term growth prospects and believe that the strategic initiatives undertaken during the year, coupled with favourable industry dynamics and continued focus on execution excellence, will position the Company with improved operational and financial performance in the coming years. The management continues to closely monitor market conditions, business risks, and emerging opportunities to ensure sustainable growth while maintaining high standards of governance, quality, and stakeholder value creation.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year 2025-26 there was no change in the nature of business of the Company.

4. CHANGES IN SHARE CAPITAL, IF ANY:

During the financial year 2025-26, there were no changes in the issued, subscribed, and paid-up share capital of the Company.

5. DIVIDEND

To strengthen the financial position of the Company and its future business expansion plans, your directors do not recommend any dividend on Equity Shares in the financial year 2025-26.

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

The Company does not propose to transfer any amount to reserves from Profit & Loss account.

7. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Subsidiary & Joint Venture Company

During the Financial Year 2025-26, the Company made an investment of Rs. 51,000/- (Rupees Fifty-One Thousand only) comprising of 51 % shareholding in TechEra Design Centre Private Limited, a subsidiary of the Company. The said subsidiary was incorporated on May 9, 2025.

As on March 31,2026, the Company has no joint venture with any company, firm or body corporate etc. Associate Company

During the Financial Year 2025-26, the Company divested its investment in Kalbhorz Electric Private Limited by way of sale and transfer of 4,586 (Four Thousand Five Hundred Eighty-Six) equity shares, representing 26.02% of the paid-up equity share capital of Kalbhorz Electric Private Limited. The transaction was executed at a consideration of Rs. 7,093/- (Rupees Seven Thousand Ninety-Three only) per equity share, aggregating to Rs. 3,25,28,498/- (Rupees Three Crore Twenty-Five Lakhs Twenty-Eight Thousand Four Hundred Ninety-Eight only). Pursuant to completion of the aforesaid transaction, Kalbhorz Electric Private Limited ceased to be an Associate Company of the Company with effect from the date of transfer of shares i.e. 4^th December, 2025.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s Subsidiary and Associate for the financial year ended on 31^st March, 2026 annexed as Annexure I in Form AOC-1 as part of this Annual Report.

Consolidated Financial Statements

For the Financial Year 2025-26 the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary company, TechEra Design Centre Private Limited and associate company, Kalbhorz Electric Private Limited (till 4^th December, 2025), are prepared in compliance with the Companies Act, 2013 (‘the Act’), SEBI (Listing Obligations and Disclosure) 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. The consolidated financial statements along with all relevant documents and the Independent Auditors’ Report thereon forms part of this Annual Report.

Pursuant to Section 136 of the Companies Act 2013, the audited financial statements including consolidated financial statements of each of the subsidiary companies are available on company’s website at https://techera.co.in/annual-reports/. These financial statements shall also be kept open for inspection by any member at the registered office of the Company during business hours.

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, 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 and there were no material departures from the same;

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;

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

COMPOSITION

During the Financial Year 2025-26, Mr. Meet Nimesh Desai was appointed as Whole-time Director of the Company by the Board of Directors at its meeting held on September 3, 2025. Subsequently, the said appointment was approved and regularized by the Members of the Company at the 7^th Annual General Meeting held on September29, 2025.

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure) Regulations. The Board comprises of. Executive, Non-Executive and Independent Directors including one woman director. The details of the composition of the Board of Directors as on 31st March 2026 are given as below:

Sr. No. Name of Director	DIN	Designation
1. Mr. Nimesh Rameshchandra Desai	02779330	Managing Director
2. Mr. Meet Nimesh Desai	08246763	Whole time Director
3. Mrs. Kalpana Nimesh Desai	02759762	Non-Executive Director
4. Mr. Manish Gupta	01462245	Independent Director
5. Mr. Haridas Nilkanth Bhabad	02823879	Independent Director

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, as on March 31, 2026, the following people are considered as the Key Managerial Personnel:

1. Mr. Nimesh Rameshchandra Desai, Managing Director,

2. Mr. Sandip Shinde, Chief Financial Officer, and

3. Mrs. Pratiksha Kumbhare, Company Secretary & Compliance Officer

Directors liable to retire to rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Meet Nimesh Desai (08246763), Whole time Director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, he has offered himself for re-appointment. The Board recommends his re-appointment. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

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

As on 31^st March, 2026, the Board comprised of two non-executive independent directors.

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules and have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act 2013 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. Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, on Independent Directors’ Databank.

A. MEETING OF BOARD OF DIRECTORS:

During the Financial Year 2025-26, the Company held 15 (Fifteen) 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.	28/05/2025	4	4
2.	26/06/2025	4	3
3.	28/06/2025	4	4
4.	24/07/2025	4	4
5.	03/09/2025	4	4
6.	10/09/2025	5	5
7.	11/11/2025	5	5
8.	01/12/2025	5	5
9.	22/12/2025	5	5
10.	16/01/2026	5	5
11.	30/01/2026	5	5
12.	31/01/2026	5	5
13.	24/02/2026	5	5
14.	28/02/2026	5	5
15.	24/03/2026	5	5

Committees of the Board

The Company’s Board has the following committees: Audit Committee

Sr. No. Name of Director	DIN	Designation
1. Mr. Haridas Nilkanth Bhabad	02823879	Independent Director, Chairperson
2. Mr. Manish Gupta	01462245	Independent Director
3. Mr. Nimesh Rameshchandra Desai	02779330	Managing Director, Member

Nomination and Remuneration Committee

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

Stakeholders Relationship Committee

Sr. No. Name of Director	DIN	Designation
1. Mr. Haridas Nilkanth Bhabad	02823879	Independent Director, Chairperson
2. Mr. Manish Gupta	01462245	Independent Director
3. Mr. Nimesh Rameshchandra Desai	02779330	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 2025-26:

Sr. No	Date of Meeting	Strength	No of Member Present
	Audit Committee
1.	27/05/2025	3	3
2.	03/09/2025	3	3
3.	11/11/2025	3	3
4.	23/02/2026	3	3
5.	24/03/2026	3	3
	Nomination and Remuneration Committee
1.	27/05/2025	3	3
2.	03/09/2025	3	3
3.	11/11/2025	3	3
4.	24/03/2026	3	3
	Stakeholders Relationship Committee
1.	23/02/2026	3	3

Company’s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties:

The Company’s 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 are decided by the Nomination & Remuneration Committee constituted by the Company.

10. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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

11. 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 & Board as a whole by the Independent Directors excluding the Director being evaluated;

c. Evaluation of the Committees by the Board.

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

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

Based on the evaluation, the Board is satisfied that its composition possesses an appropriate balance of skills, experience, expertise, independence and diversity required for the effective discharge of its responsibilities. The Committees of the Board were acknowledged for their efficient functioning and meaningful deliberations, not only on matters within their respective terms of reference but also on issues of broader strategic importance to the Company.

The evaluation further highlighted the active participation, constructive guidance and significant contributions made by each Director towards the overall effectiveness of the Board and the long-term success of the Company.

12. 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.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

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

CODE OF CONDUCT

Your Company has adopted a comprehensive Code of Conduct applicable to the Board of Directors and Senior Management Personnel, embodying the ethical standards, professional integrity, and legal principles that guide its operations. The Company remains firmly committed to maintaining the highest standards of corporate governance and ethical business practices.

During the financial year ended March 31, 2026, all Directors and Senior Management Personnel have adhered to and complied with the provisions of the said Code of Conduct. Necessary declarations and affirmations confirming such compliance have been received from the concerned individuals. The code of conduct is available on the Company’s website at https://techera.co.in/investors/policies.

14. REMUNERATION POLICY:

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

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

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given guarantees or provided securities during the financial year under review. However, the Company has invested in the equity shares of TechEra Design Centre Private Limited an amount of Rs. 51,000/- (Rupees Fifty One Thousand only) and post investment Company represents 51 % 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.

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

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. 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 during this year.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY TILL THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

There were no material changes and commitments occurred between the end of the financial year to which the financial statements relate and the date of this Report and their impact on financial position of the company is not determinable.

18. AUDITORS AND REPORT THEREON:

Statutory Auditor’s report

M/S DASK & ASSOCIATES, Chartered Accountants, Pune (Firm Registration No. 130493W) were reappointed 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 to hold office until the conclusion of the 11^th AGM to be held in the Financial Year 2029.

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 2025-26. The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 is annexed to this Directors’ Report as Annexure III.

Internal Auditor’s Report

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

19. COMMENT ON QUALIFICATION. RESERVATION AND ADVERSE REMARK OF AUDITORS:

a) Auditors Report:

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

b) Secretarial Auditors Report:

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

S. No. Qualifications/ Remarks	Management’s Reply
1. Incorrect Board Resolution was filed in the Form MGT 14 for board resolution was passed on 30th January 2026 for obtaining loan from Neogrowth Credit Private Limited.	The incorrect date of the shareholders’ meeting was inadvertently mentioned in the Board Resolution due to a typographical error. The error was purely inadvertent and clerical in nature, and there was no change in the substance or intent of the resolution passed by the Board.
2. Default have been observed in respect of payment of interest outstanding as on 31st March 2026 on unlisted Non Convertible Debentures of the Company amounting to Rs. 22,50,000/-	The delay in payment of interest was due to temporary liquidity constraints and was inadvertent in nature. The Company has taken necessary steps to regularise the outstanding interest and ensure timely servicing of its debt obligations going forward. The management has also strengthened its internal monitoring mechanism for tracking interest and other payment obligations to avoid recurrence of such instances.
3. Delayed disclosure under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 was filed in respect of default on the payment of interest on unlisted Non Convertible Debentures of the Company as on 31st March 2026. The information was material and should have been disclosed within 12 hours of default.	The delay in disclosure under Regulation 30 was inadvertent and attributable to an internal communication gap. The Company subsequently made the requisite disclosure and has strengthened its internal monitoring and reporting mechanism to ensure timely compliance with applicable disclosure requirements going forward.
4. Ratification of Related Party Transactions by the Audit Committee for a value more than Rs. 1 crores was observed which is a non-compliance to the provisions of Regulation 23 (2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.	Company required short-term funds to meet its working capital requirements urgently and as such 4.47 crores loan was obtained from Directors as unsecured loan which was beyond the limits of omnibus approval limits as approved by Audit Committee. Hence the ratification of the same was considered by the
	audit committee in their meeting held on 3rd September 2025. The Company has taken corrective measures to ensure that all Related Party Transactions requiring prior approval are placed before the Audit Committee within the prescribed timelines, in compliance with applicable regulatory requirements.
5. Loan from the director was obtained over the materiality threshold limit without required prior approvals in non-compliance to Regulation 23 (4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.	The said transactions were undertaken to meet the Companys short-term working capital and immediate liquidity requirements and were in the nature of temporary financial assistance required to support the Companys business operations. The transactions were not in the nature of any strategic arrangement, transfer of business, disposal of undertaking, or transaction having any significant impact on the financial position or operations of the Company
6. IPO Proceeds were utilized within the inter heads as stated in the offer document and prospectus issued and not with in the same heads as stated in the offer document and prospectus.	The Prospectus of the Company provides flexibility in deployment of funds in the event of variation in actual requirements. The Prospectus inter alia states that in case of any increase in actual utilisation of funds earmarked for the objects, such additional funds for a particular activity may be met through means available to the Company including internal accruals, and in case the utilisation towards any object is lower than the proposed deployment, the balance may be used for future growth opportunities including funding existing objects, if required.
7. 2 instances of delays have been observed in respect of passing of the entries in SDD software for sharing of UPSI.	The delay in making entries in the SDD software was due to the delay in renewal of the software license. The Company has since renewed the license and taken necessary measures to ensure timely recording of UPSI- related entries going forward.
8. 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.

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

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

21. ANNUAL RETURN:

The Annual Return of the Company as on March 31,2026, in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://techera.co.in/annual-return/.

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

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

23. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of the Section 148 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to make and maintain the cost records as exempted being a MSME registered entity.

Accordingly, 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.

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

During the Financial Year 2025-26, 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.

25. INTERNAL FINANCIAL CONTROL:

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

26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are attached as Annexure IV to this report.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

b. During the year under review, there were no significant transactions with related parties which were not at arm’s length basis:

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

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

28. 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.

29. COMPANY’S POLICIES

Vigil Mechanism / Whistle Blower Policy

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

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

Nomination and Remuneration Policy

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

Policy on Related Party Transactions

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

Policy for Determining Material Subsidiaries

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

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

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

Document Preservation Policy

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

Policy for Determining Materiality of an event or information

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

Risk Management

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

Key risks that may impact the business include regulatory changes, market competition, technology obsolescence, capital investments, talent retention, and the need for facility expansion. Additionally, business risks encompass financial, political, and legal uncertainties. To address these challenges, Company has adopted a structured and disciplined approach to risk management, aligning it with our operational objectives and compliance requirements. The Company has in place a comprehensive Risk Management Policy, which is periodically reviewed and updated. The Audit Committee plays an active role in overseeing the implementation of this policy, ensuring that all significant risks are adequately identified, assessed, and mitigated in a timely manner.

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

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

Policy for Evaluation of Board Performance

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

Sexual Harassment Policy

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

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

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

Number of complaints of sexual harassment received in the year:	Nil
Number of complaints disposed off during the year:	Nil
Number of cases pending for more that ninety days:	Nil

Compliance Under The Maternity Benefit Act, 1961

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025 dated May 30, 2025, the Company has complied with the provisions of the Maternity Benefit Act, 1961 as amended from time to time. The Company is committed to providing maternity benefits and related facilities to eligible women employees in accordance with the applicable statutory requirements.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

S. No. Employees Details	Number
1. Female	14
2. Male	266
3. Transgender/Others	0
Total	280

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

31. DEPOSITS:

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

32. DISCLOSURES RELATING TO EQUITY SHARES:

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

a. SWEAT EQUITY:

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

b. BONUS SHARES:

During the year ended on 31^st March, 2026, Company has not issued Bonus issue.

c. EMPLOYEES STOCK OPTION PLAN (ESOP):

During the year ended on 31^st March, 2026, at the 7^th annual general meeting held on 29^th September, 2025, members of the Company had approved the implementation of “TECHERA - EMPLOYEE STOCK OPTION POLICY 2025” through trust route and amendments thereto. The total number of options to be offered and granted are 2,00,900 equity shares of Rs.10/- each.

The details with respect to Employees Stock Option pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 are as follows:

1. TECHERA - EMPLOYEE STOCK OPTION POLICY 2025

Number of options outstanding at the beginning of the year	2,00,900
Options granted during the year	Nil
Options vested during the year	Nil
Options exercised during the year	Nil
The total number of shares arising as a result of exercise of option	Nil
Options lapsed during the year	Nil
The exercise price	Nil
Variation of terms of options	Nil
Money realized by exercise of options	Nil
Total number of options in force	Nil
Employee wise details of options granted to-	Nil
Key managerial personnel	Nil
Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil
Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Nil

33. CORPORATE SOCIAL RESPONSIBILITY:

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

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

During the Financial Year 2025-26, the Company has not made any settlement with its Banks or Financial Institutions. Therefore, there is nothing to report under this during the review.

35. 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.

36. 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.

BY ORDER OF THE BOARD OF DIRECTORS
TECHERA ENGINEERING (INDIA) LIMITED
(Formerly known as Techera Engineering (India) Private Limited)
Sd/-	Sd/-
NIMESH RAMESHCHANDRA DESAI	MEET NIMESH DESAI
MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN:02779330	DIN:08246763
Add: Flat No. 1102, Building A, Sun Satellite, Near Sun City, Sinhgad Road, Anandnagar, Pune - 411051, Maharashtra, India	Add: A-1102, Sun Satellite, Suncity Road, Near Sun Empire, Anandnagar, Pune, Maharashtra, India 411051
DATE: 30/05/2026
PLACE: PUNE