Techno Electric & Engineering Company Ltd Directors Report

To,

The members of

Techno Electric & Engineering Company Limited

Your Directors take pleasure in presenting the 21^st annual report, along with the audited accounts of the Company, for the year ended March 31, 2026.

Financial Performance

Brief financial details of its EPC business and Power Generation business are provided below:

in Million)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Profit before finance cost and depreciation-Continuing Operation	6,458.11	5,035.79
Profit before finance cost and depreciation-Discontinued Operation	336.31	599.07
Less: Finance Cost	465.48	101.72
Depreciation	85.83	76.89
Profit before tax	6,243.11	5,456.25
Provision for taxation	823.74	1,175.21
Profit after taxation	5,419.37	4,281.04
Balance brought forward from previous year	13,082.24	9,617.21
	18,501.61	13,898.25
Appropriations
Transfer to general reserve	-	-
Final Dividend Paid	1,046.70	814.09
Transfer from OCI-Re-measurement of defined benefit obligations	0.44	2.03
Transfer from OCI on sale of equity share	(0.02)	(0.11)
Surplus carried to balance sheet and OCI	17,454.49	13,082.24

Dividend

Your directors have recommended a dividend of Rs 7/- (Rupees Seven only) per equity share of nominal value of Rs 2/- each aggregating Rs 81 crore for the financial year 2025-26 subject to the approval of the Members and shall be subject to deduction of income tax at source, as applicable.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Policy is available on the Companys website.

Reserves

Your directors have not transferred any amount to General Reserve for the year under review.

Operational Performance

During the year under review, your Company has registered turnover of Rs 31,869.02 million from EPC Business, Rs 98.46 million from the Energy (Power) business and also earned other operating revenue of Rs 557.29 million. The profit after tax was at Rs 5,419.37 million.

Annual Performance

Details of your Companys annual performance as published on the Companys website and presented during the Analyst Meet, after declaration of annual results, can be accessed using the link https://www.techno.co.in/investor/financials/.

Credit Ratings

During the year under review, the Company has obtained credit ratings from ICRA for its short term and long-term facilities as follows.

For brief details of credit ratings refer Report on Corporate Governance.

Share Capital

The paid-up equity share capital as on March 31, 2026, was Rs 23,25,99,148.

During the year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

Projects

During the year 2025-26, the following projects were completed successfully:

1. Design, engineering, manufacturing, assembly, testing at manufacturers work, packing & forwarding/dispatch, supply of material/equipment, transportation including insurance, erection, testing & commissioning (ETC) of all the materials/ equipment and auxiliaries in all respect including Civil works on BOQ basis for 765kV Substation (AIS) at Halvad under TBCB Khavda Ph-Ill-Part-A Project in Gujarat State".

2. Supply of Goods & Service Contract for SS Package SS01 for (i) 765/400Kv Dausa New SS including 400kV class Bus Reactor & Line Reactor and (ii) Extension of 765Kv Beawar SS associated with Transmission system for evacuation of power from REZ in Rajasthan (20GW) under Phase-ll I-Part-H through tariff based competitive bidding (TBCB) route.

3. Supply of Goods & Service Contract for 400KV New SS Package - SS10T associated with "Transmission scheme for Solar Energy Zone in Ananthpuram (2500 MW) and Kurnool (1000MW), Andhra Pradesh" through Tariff Based Competitive bidding (TBCB) route.

4. Appointment of Advanced Metering Infrastructure Service Provider (AMISP) for Smart Metering on Design Build Finance-Own-Operate-Transfer (DBFOOT) basis under RDSS scheme in Indore,

Madhya Pradesh.

5. Appointment of Advanced Metering Infrastructure (AMI) Implementing Agency for smart Metering for 2.5 Lakh Consumers in UT of Jammu & Kashmir on DBFOOT Basis" (LOT-B).

6. Supply of Goods and Service Contract for Augmentation of transformation capacity at Amargarh (GIS) SS by 1x315MVA, 400/220 kV ICT (3^rd) (three single phase units of 105MVA) along with associated transformer bays and with GIB (420 kV & 245 kV 1-Ph indoor and outdoor GIB) on LSTK basis NIT.

7. Design, engineering, manufacturing, assembly, testing at manufacturers work, packing & forwarding/dispatch, supply of material/equipemnt, transportation including Insurance, erection, testing & commissioning (ETC) of all the materials/ equipment and auxiliaries in all respect including Civil works on BOQ basis for Augmentation of 400/220kV AIS Substations at Lakadia under "Lakadia- RTM" Project in Gujarat State.

8. Supply & Service Contract for Materials/ Equipment/structures/Spares/etc. for the Construction of 220kV GIS Substation and associated works at Pathanamthitta and Kakkad on Turnkey basis (Sabari SS Package).

9. Turnkey contract for Supply & Construction of New/Augmentation of 33kV/11kV/LT lines in Tripura-Package III - LOT_2 for Distribution System Improvement.

10. Turnkey contract for Supply & Construction of New/Augmentation of 33kV/11kV/LT lines in Tripura-Package III - LOT_3 Distribution System Improvement.

The following projects are on-going and are expected to be completed as per schedule:

1. Supply & Service Contract for SS Pkg SS-03 (Pkg-02) for Turnkey Contract Package of Design, Manufacturing, Supply, Erection, Testing & Commissioning of 220/33 kV, 50 MVA GIS Substation at Diskit (Nubra) Including staff Quarters & associated facilities along with 220kV Line Bay at PGCILs existing GIS SS at Phyang, associated with Strengthening of Transmission system of LPDD (erstwhile JKPDD) under PMDP Scheme 15.

2. Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kalisindh Thermal Power Project (KaTPP), Unit# 1 & 2 (2X600MW) Jhalawar, District Jhalawar, Rajasthan, for providing three year Operational & Maintenance service for FGD.

3. Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kota Super Thermal Power Station (KSTPS), Unit# 5 (1X210MW), 6 & 7 (2X195MW) Kota Rajasthan, for providing three year Operational & Maintenance service for FGD.

4. Supply & Service Contract for 220kV GIS Substation Package SS-75: for (i) Extension of 220kV Drass (GIS) Substation & Extension of 220kV Alusteng (AIS) Substation under Transmission System Strengthening of Srinagar Leh Transmission System and (ii) Extension of drass and 66/11KV New Zojila East (GIS) S/S under consultancy service to NHDICL.

5. Project Management Consultancy (PMC) services on Lumpsum basis which includes review of engineering, procurement, quality and execution by EPC Contractors, review of logistics management, review of field quality management, review of health- safety-environment management, review the progress in obtaining the statutory clearances, review of reports pertaining to material Inspection & field Inspection by Third Party Inspector, review of billing & Invoicing management, review of Contract Closure activities, review of project progress, etc. for establishment of 320kV, 1X1000 MW VSC based HVDC Scheme in Mumbai.

6. Supply and Construction of 765KV/400KV AIS substation along with associated bay extension for "Establishment of Inter-State Transmission System for evacuation of power from Rajasthan REZ Ph-IV (Part-1) (Bikaner Complex): Part-B" under Neemrana Transmission Limited (NTL), being awarded to Sterlite Power Transmission Limited (SPTL).

7. Appointment of Advanced Metering Infrastructure (AMI) Service Provider for Smart Prepaid Metering in Kashmir power Distribution Corporation Ltd (KPDCL) on DBFOOT basis.

8. Supply, Erection, Commissioning & Testing of twelve (12) nos. 33/11 KV E-House Substation (Containerized SS) for developing 11 KV infrastructure at prospective location in DVC command area and construction of two (2) nos. central Control Room on Turn Key Basis.

9. Supply and Service Contract for 765KV Substation (New) Package SS-11T for Establishment of 3x1500MVA (765/400kV), 5x500MVA (400/220KV) station at suitable border location near Bidar including 400kV, 125MV AR Bus Reactor under "Transmission Scheme for Solar Energy Zone in Bidar (2500 MW), Karnataka" through Tariff Based Competitive Bidding (TBCB) route.

10. Appointment of Advanced Metering Infrastructure (AMI) Service Provider for Smart Prepaid Metering in Ranchi, Medininagar & Hazaribagh Transformer Metering, Feeder Metering, Feeder Metering and energy accounting under Revamped Distribution Sector Scheme (RDSS).

11. Appointment of Advanced Metering Infrastructure Service Provider (AMISP) for Smart Prepaid Consumer & system Metering in Tripura State on DBFOOT basis under Revamped Distribution Sector Scheme (RDSS).

12. Establishment of Transmission scheme for evacuation of power from Dhule 2 GW REZ through Tariff based competitive bidding process (TBCB).

13. Establishment of Western Region Expansion Scheme XXXIII (WRES-XXXIII) Part - C through Tariff based competitive bidding process (TBCB).

14. Design, engineering, construction, installation, testing and commissioning of 2X1500MVA, 765/400KV, 2X500MVA, 400/220kV Substation at Karera along with LILO of Satna, Gwalior 765kV S/c line at Karera.

15. Design, supply, delivery, installation, testing and commissioning of Lot 1: 400kV Ratmate Substation and works at Lapsiphedi and New Hetauda Substations (MCA-N/ETP/ CB/004A).

16. Design, supply, delivery, installation, testing and commissioning of Lot 3: 400kV New Damauli Substation (MCA-N/ETP/ CB/004C).

17. Design, engineering, manufacturing, assembly, testing at manufacturers work, packing & forwarding/dispatch, supply of material/equipment, transportation including insurance on for site basis receipt of material at site, unloading, storage at site, handling at site, erection, testing & commissioning (ETC) of all the materials/equipment and auxiliaries in all respect including Civil works on BOQ basis for 765kV AIS substations at Lakadia & Bhuj under "Khavda Phase-IV Part-A" Project in Gujarat State.

18. Construction of 400/220Kv, 2x500 MVA GIS at Sonapur (NEW) along with associated Transmission Lines (hereafter called "Package H?" and Tender Reference No- AEGCL/MD/AIIB/PACKAGE-H?/2023/01- HR.

19. Construction of establishment of "North Eastern Region Expansion Scheme- XVI (NERES-XVI) through tariff Based Competitive Bidding Process (TBCB)

1. Establishment of New Gogamukh 400/220/132kV Substation. 2. Gogamukh (ISTS) - Gerukamukh (Arunachal Pradesh) 132kV D/c (Zebra)line 3. LILO of one D/c (ckt-1 & ckt-2 of line-1) of Lower Subansiri

- Biswanath Chariali 400kV (Twin Lapwing) 2xD/c lines at Gogamukh SS.

20. Supply of Goods and Services Contract for 765kV AIS Substation Package SS-42T for (a) Establishment of 765/400kV Sirohi including 400kV, 2x125MV AR (3-PH) Bus reactor & 2x80MV AR (3PH) Line reactor at Sirohi (b) Extn. at 765kV Fatehgarh-IV for termination of Fatehgarh-IV (Section-2) PS - Sirohi PS 765 kV D/c line (c) Extn. of 400kV Chittorgarh SS for termination of Sirohi PS-Chittorgarh (PG) 400 kV D/c line under Transmission system for evacuation of power from Rajasthan REZ Ph-IV (Part-2: 5.5GW) (Jaisalmer/Barmer Complex) Part-B under TBCB route.

21. Supply of Goods and Service Contract for Substation Package SS98 for (i) Construction of New 220/33 kV GIS (NEW) Substation at Nilgrah including 2 nos. of 25MVA, 220/33kV, 3Ph ICT and 33kV Switchgears, (ii) LILO of one ckt of Alusteng

- Leh 220KV S/c line on D/c towers at Nilgrah and (iii) Laying of 33KV lines (consists of Overhead line (OH) and 33KV underground cable (UG)) under Western Zojila Consultancy work to M/s. NHIDCL.

22. Design, engineering, manufacturing, assembly, testing at manufacturers work, packing & forwarding/dispatch, supply of material/equipment along with spares and tools and tackles, transportation including insurance on for site basis receipt of material at site, unloading, storage at site, handling at site, erection, testing & commissioning (ETC) of all the materials/equipment and auxiliaries in all respect including Civil works on LSTK (Lumpsum Turnkey) basis for Khavda Phase-IV Part-D Transmission scheme includes establishment of a new Pune-III (GIS) SS and extension of 765Kv SS at Boisar.

23. 765kV AIS (New) Package SS-72T (for SPV Portion) for (i) Establishment of 765/400kV, 2x1500 MVA S/s at suitable location near Ghiror (Dist. Mainpuri), (ii) Extension of Dausa SS and (iii) Extension of 400kV Firozabad associated with Transmission system for evacuation of power from Rajasthan REZ Ph-IV (Part-4- 3.5 GW) Part A through tariff based competitive bidding (TBCB) route.

24. Supply of Goods and Service Contract for 765kV AIS Pkg-SS 63T for (i) Establishment of 765/400kV 4x1500MVA, 400/220kV 4x500 MVA Pooling Station near Davanagere/Chitradurga, Karnataka with provision of two (2) sections of 4500 MVA each at 400kV level and provision of four (4) sections of 2500 MVA each at 220kV level associated with Transmission Scheme for integration of Davanagere/Chitradurga and Bellary REZ in Karnataka.

25. Supply of Goods and Service Contract for 765kV AIS Pkg-SS 65T for Upgradation of Madhugiri, Tumkur (Vasantnarsapura) to its rated voltage of 765kV Voltage level under Scheme "Transmission System for integration of Davanagere/Chitradurga REZ through tariff based competitive bidding (TBCB) route.

During the year, the Company was successful in bagging the following Orders:

1. 765kV AIS Package SS 96T associated with "Transmission System for Integration of Kurnool-IV REZ Phase-I (for 4.5 GW)" through tariff based competitive bidding (TBCB) route.

2. Design, engineering, manufacturing, testing at manufacturers work, supply of material/ equipment including transportation, insurance on FOR site basis unloading at site, site storage, storage, enabling works, earthing, laying & termination of cable and erection, testing & commissioning including civil works and obtaining statutory clearances from competent authorities in all respect of items/equipments for 400/220/132 kV Rewa SS and 400/220/132 kV Amarpatan SS on Owner LSTK basis for Development of Intra-state Transmission system for evacuation of 1230MW power (MPPMCL portion) through STU network from proposed 2X800MW Thermal Power Project of M/S Mahan Energen Ltd (MEL)

3. Supply and Construction of 765KV/400KV/220KV AIS Substation Boruapar along with associated bay extension on LSTK (Lump Sum Turkey) basis for "Establishment inter-state transmission sysem" for transmission system for integration of Anantapur-II REZ-Phase-I (For 4.5GW: A Project by PFC Consulting Limited, being awarded to RESONIA.

4. Design, engineering, fabrication, manufacturing, testing at manufacturers work, supply of material/equipment including transportation, insurance on for site basis, unloading at site, site storage, storage, enabling works, earthing, laying & termination of cable and erection, testing & commissioning excluding civil works and obtaining statutory clearances from competent authorities in all respect of items/ equipment for Establishment of 765/400kV Substation (AIS) at Kalamb in the state of Maharashtra.

5. Supply and construction of 400Kv AIS substation along with associated bay extension on LSTK (Lumpsum Turkey) basis for establishment of Inter-State Transmission System for North eastern region expansion Scheme-XXV (NERES-XXV) Part-A project by PFC Consulting Limited being awarded to RESONIA.

6. Supply and construction of 765kV GIS SS Package SS148 for (a) Extn. of 765kV Bhuj-11 PS (GIS) associated with Augmentation of transformation capacity at Bhuj-II PS (GIS) and, (b)Extn. of 765kV Bhuj-II PS (GIS) associated with Provision of ICT Augmentation and Bus Reactor at Bhuj-II PS from PGCIL.

7. Supply & Service of Goods Contract for 400kV GIS Ss Package SS-149 under (a) Extn. of 400/220kv Bhuj-II PS associated with Augmentation of transformation capacity at Bhuj-II PS (GIS) (b) Extn. Of 400/220kV Bhuj-II PS associated with provision of ICT Augmentation and Bus Reactor at Bhuj-II PS from PGCIL.

8. Supply & Service of Goods Contract for 765kV GIS SS Package SS-125T for (i) Extension of 765kV Angul SS (AIS) and (ii) Extension of 765kV Srikakulam SS (GIS) associated with Inter-Regional Strengthening between SR Grid and ER Grid through TBCB rout for PGCIL.

Material Changes and Commitments

No material changes have occurred during the financial year 2025-26.

Significant and material Orders by Regulators

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future.

Internal Financial Control and Internal Audit

The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.

To maintain its objectivity and independence, the Internal Audit function reports directly to the Chairperson of the Audit Committee and present their observations before the Audit Committee.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company, and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls.

The Audit Committee reviews the reports submitted by the Internal Auditors in its quarterly meetings.

Subsidiaries/Associates/Joint Ventures:

Material Subsidiary

Your Company doesnt have any material subsidiary in the year under review.

Non-material Subsidiary and Associates

Your company has the following non-material non-listed subsidiaries namely:

Techno Infra Developers Private Limited;

Techno Digital Infra Private Limited;

Techno Digital Infra 1 Private Limited;

Techno Digital Infra 2 Private Limited;

Techno Data Center Limited;

Rajgarh Agro Products Limited;

(Adoni Data Centres Limited w,e,f, 16,07,2026) Techno AMI Solutions Private Limited;

Techno AMI Solutions 1 Private Limited;

Techno AMI Solutions 2 Private Limited;

Techno AMI Solutions 3 Private Limited;

Techno AMI Solutions 4 Private Limited;

Techno Electric Overseas Pte. Limited;

NERES XVI Power Transmission Limited;

NERGS-I Power Transmission Limited;

Your company doesnt have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on March 31, 2026. There has been no material change in the nature of the business of the subsidiaries during the year under review.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements.

The Annual Reports of the subsidiary companies are not attached to the Annual report. However, the same is available at the Corporate Office of the Company for inspection by members during working hours and also available at the website of the Company at https://www.techno.co.in/ investor/financials/. Relevant financial information of the subsidiaries has been disclosed in this Annual Report as required.

Consolidated Financial Statements

In accordance with the requirements of Regulation 34 of SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements in accordance with Ind As-110 - Consolidated Financial Statements and Ind AS-27 - Separate Financial Statements. The Consolidated Financial Statements form part of this Report.

Outlook and Opportunities

Power Sector:

Many factors are responsible for the substantial increase in electricity demand in India. Apart from climate change, digitization has necessitated the surge in energy demands. Apart from normal consumer demands, there is substantial energy requirement for storing and managing digital data. Digital solution industries are very power intensive in nature and there is requirement for 24/7 power to run the same. The power Industry is lacking in energy storage solutions, such as batteries, will play a vital role in integrating renewable energy sources and ensuring grid stability. India is moving faster towards non-conventional power generation to cope with the growing demands. Since, Techno is one of the major EPC player in power sector, there is vast growth opportunity for the Company in near future.

Advanced Metering Solutions:

Smart Metering infrastructure, in which Techno is a major player, is picking up pace and expanding to new geographical locations in the Country.

The government is actively promoting smart grid development and the adoption of smart meters as part of its digitalization and energy efficiency goals. Substantial rise in electricity consumption, particularly in urban areas, necessitates more efficient and intelligent energy management systems. Smart meters are crucial for modernizing the grid, enabling better load management, reducing power theft, and improving overall grid stability. Growing awareness among consumers about the benefits of smart meters, such as transparent billing, real-time monitoring, and potential cost savings, is driving its adoption.

The adoption of Smart Metering technology is expected to increase significantly, driven by the need for real-time data analytics and efficient energy management. Vast amount of data generated by Smart meters will help in analysing energy consumption patterns, thereby help in optimizing grid operations, and identify potential areas for energy savings/leakage. Smart meters will play a vital role in integrating renewable energy sources into the grid, enabling efficient management of fluctuating energy production.

The smart metering segment in India is on a rapid growth path and transformation. The increasing adoption of smart meters is expected to revolutionize energy management, improve gric efficiency, and empower consumers to manage their energy consumption more effectively.

Techno has gained experience from the past and marching forward in the smart metering segment.

Data Center:

The aggressive stance and focus of the Government of India on digitization has given a boost to the digitization industry players. Now, Indias data center market is experiencing rapid growth and is poised for significant expansion in the coming years, driven by factors like increased data consumption, the adoption of AI and cloud computing, and government initiatives promoting digitalization. The proliferation of digital content, e-commerce, and online services is leading to a surge in data creation and storage needs. The growing adoption of AI, including machine learning and deep learning, is creating a high demand for data processing and storage capabilities, further boosting the data center market. The shift towards cloud-based solutions by businesses and individuals is also contributing to the increased demand for data center infrastructure.

Data center operators are increasingly focusing on sustainable practices, including the use of renewable energy and water recycling, to reduce their environmental impact. The industry is witnessing advancements in areas like energy- efficient solutions, hyper-converged infrastructure, and high-density rack space to meet the evolving needs of AI and other technologies. A significant amount of investment is expected in the coming years to expand data center capacity and capabilities.

The data center market is becoming more competitive, with operators focusing on providing advanced infrastructure and sustainable solutions to attract clients. Even though Techno is a new player in this segment, but we believe and ambitious to have a strong footing in this segment.

Listing of shares

The equity shares of the Company are listed with BSE Limited (Code: 542141) and the National Stock Exchange of India Limited (Symbol: TECHNOE).

Directors

As on March 31, 2026, the Board consisted of Four Independent (Non-Executive) Directors including one Woman Independent Director, One Managing Director (Executive), One Whole-time Director cum Chief Executive Officer (CEO) (Executive), One Non-Independent Woman Director (Non-Executive) and One Professional Directors (Non-Executive).

Appointment/Reappointment/ Resignation of Directors

Mr. Shailesh Kumar Mishra:

During the year under review, Mr. Shailesh Kumar Mishra (DIN:08068256) was appointed as NonExecutive Independent Director for a term of five years by the shareholders through Postal Ballot w.e.f February 19, 2026, on recommendation of Nomination & Remuneration Committee and the Board of Directors.

A brief profile of Mr. Shailesh Kumar Mishra is given below:

Brief Profile

Mr. Shailesh Kumar Mishra aged about 62 years residing at A702, Time Residency, Sector - 63, Gurugram, Haryana - 122011. He has more than 40 years of experience in Power Sector.

Qualification:

Bachelor in Electrical Engineering from NIT, Bhopal in 1985;

Certified Energy Auditor from Bureau of Energy Efficiency in 2012.

Professional Experience:

Name of Organization	Position held and Nature of Duties
PowerGrid Himachal Transmission Ltd.	Chief Executive Officer (CEO)
PowerGrid Corporation of India Ltd.	Director (Power Systems) Responsible as Board Member for discharging day to day company affairs. Team leader, for design, Installation and commissioning of large renewable plants along with energy storage as capex project, calling and award of tenders for attracting investors for Solar, onshore/offshore wind, Floating Solar, Solar-Wind Storage Hybrid, standalone Battery Energy Storage System on BOO basis. Business Development and interaction closely with Central Transmission Utility/CEA/ CERC/MOP/MNRE for Policy, Planning matters and resolution of issues related to RE Projects.
	Member of key panels for transmission planning for evacuation of 500 GW renewable projects, finalization of bidding guidelines for renewable projects, detailed study of renewable integration and finalizing the minimum technical requirements for connecting renewable projects to National Grid.
PowerGrid Corporation of India Ltd.	Executive Director (QA&I and CMD Coordination Cell), Corporate Centre. Overall supervision of all functions of Company in installation of 765/400/220 Kv transmission system (Projects Management., Operations, Commercial, Quality Assurance and Inspection).
PowerGrid Corporation of India Ltd.	General Manager Worked in various capacities and handled Quality Assurance & Inspection, Transmission Project Execution & Monitoring along with Operation & Maintenance. Actively associated in implementing all new technologies SVC/ TCSC/STATCOM/HVDC.
NTPC Ltd.	Sr. Engineer Construction, Operation and Maintenance of 400/220 KV Transmission Assets.

Retirement by Rotation

In accordance with the requirements of the Companies Act, 2013 and the Companys Articles of Association, Mr. James Raymond Trout (DIN:10566465), Non-Executive NonIndependent Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment. The resolution along with his brief profile seeking Members approval for his re-appointment forms part of the Notice.

Cessation/Resignation of Directors

Mr. Kadenja Krishna Rai, Independent Director retired from the Board and the Committee due to completion of his term on September 23, 2025 as Independent Director.

During the financial year, Mr. Krishna Murari Poddar and Mr. Arun Duggal, Independent Directors resigned on November 19, 2025 and December 15, 2025 respectively, from the Board and the Committee.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are -

Mr. Padam Prakash Gupta, Managing Director;

Mr. Ankit Saraiya, Whole-time Director & CEO;

Mr. Pradeep Kumar Lohia, Chief Financial Officer;

Mr. Niranjan Brahma, Company Secretary and Compliance Officer.

Declaration by Independent Directors

The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act,

2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The declaration is attached with the report as a separate annexure.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Meetings of Directors

Board Meeting

During the year 2025-26, Four meetings of the Board of Directors of the Company were held. The details of the meetings of the board are available in the corporate governance report, which forms part of this report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

Independent Directors Meeting

The Independent Directors of the Company had met on March 25, 2026 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises members who have expertise in technical, banking, finance and administrative areas.

The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-a-vis the business of the Company.

Annual Evaluation of Board Performance and performance of its Committees and Individual Directors

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, considering the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated and the performance of the Board, its committees and individual Directors were discussed.

Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the Nomination and Remuneration Committee ("NRC") is responsible for determining qualification, positive attributes and independence of a Director. The NRC has formulated the policy and recommend to the Board, the remuneration of the Directors, Key Managerial Personnel ("KMP") etc.

In line with this requirement, the Board has adopted policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, KMPs etc. of the Company, which is available on Companys website at https://www.techno.co.in/ investor/codes and policies.

Familiarisation Programme for Directors

All Board Members of the Company are accorded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues.

For details of familiarisation programme refer the Report on Corporate Governance.

Nomination and Remuneration of Directors

The Company has the Nomination and Remuneration Committee ("NRC") of the Board comprising three directors as its members with one independent director as its chairperson. It has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except for the sitting fees for attending meetings of the Board and its Committees.

The details of the committee, including its role and responsibilities, are given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

The Company has in place a Corporate Social Responsibility ("CSR") Committee comprising of two independent directors and one non-executive director. The Committee acts as per the CSR policy of the Company, which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at https://www.techno.co.in/investor/ codes and policies. During the year, the Company was supposed to spend Rs 682.76 lakhs. It had allocated Rs 682.75 lakhs and spent Rs 620.46 lakhs towards CSR projects and transferred Rs 62.30 lakhs to the Unspent CSR Account opened with ICICI Bank, relating to the ongoing projects. The statement on CSR activities, in terms of Section 135 of the Companies Act, 2013, is annexed to this report.

Risk Management

The Company has a Risk Management Committee comprising three directors. The purpose of risk management committee of the Board is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environmental risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company and also formulated the Risk Management Policy which is available at the

Companys website at https://www.techno.co.in/ investor/codes and policies.

The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The details of the committee, including its role and responsibilities and meetings, are given in the Corporate Governance Report.

Vigil Mechanism

The Company has established the vigil mechanism as per Companies (Meetings of Board and its Powers) Rules, 2014, that provides a formal mechanism for all Directors, employees and vendors and make protective disclosures about unethical behavior, actual or suspected fraud or violation of the Company. The Vigil Mechanism comprises the Whistleblower policy which intends to cover serious concerns that could have a grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and/or colleagues in general. The Whistleblower policy is available at the Companys website at https://www.techno.co.in/investor/codes and policies.

Audit Committee

The Company has an Audit Committee in place with three independent directors as its members. One independent director is the Chairperson of the Committee. The details of the committee, including its role and responsibilities, are given in the Corporate Governance Report.

Stakeholders Relationship Committee

The Company has in place a Stakeholders Relationship Committee comprising three directors with one independent director as its chairperson. The Committee meets once every quarter to look after the Grievances of Stakeholders. The Company is also registered with SCORES (the investor compliant/grievance platform), to facilitate the stakeholders to register their complaints/grievances. The details of the committee, including its role and responsibilities, are given in the Corporate Governance Report.

Dividend Distribution Policy

In terms of Regulation 43A of the Listing Regulations, the Company has in place a dividend distribution policy. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company. The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilization of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy is available at the Companys website at https://www.techno.co.in/investor/codes and policies.

Directors Responsibility Statement

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

a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;

b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Companys state of affairs and profit at the end of the financial year, and applied them consistently;

c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;

d) That the accounts for the period ended March 31, 2026 is on a going-concern basis.

e) That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively.

f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Deposits

The Company has not accepted any deposits from public or others during the year under Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014.

Auditors

Statutory Auditor and Statutory Auditors Report

The Statutory Auditors M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013) was appointed by the shareholders at the 17^th Annual General Meeting held on September 26, 2022 for a term of 5 years commencing from the conclusion of the 17^th Annual General Meeting till the conclusion of the 22^nd Annual General Meeting to be held in the year 2027.

The standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act and audited by the Auditors.

The Statutory Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under review.

The Statutory Auditors were present in the last Annual General Meeting.

Secretarial Auditor and Secretarial Compliance Report

M/s. Babu Lal Patni, Practicing Company Secretaries (CP No. 1321 and PR No. 1455/2021), was appointed as the Secretarial Auditor of the Company who had carried out the Secretarial Audit for the FY 2025-26 and issued the Secretarial Compliance Report. The Secretarial Compliance Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and there were no deviations or non-compliances. The Secretarial Compliance Report is provided as Annexure-III to this Report. The Secretarial Compliance Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

At the 20^th Annual General Meeting held on September 23, 2025 the Members approved the appointment of M/s. Babu Lal Patni, Practicing Company Secretaries (CP No. 1321) and a Peer Reviewed Company Secretary for a term of 5 years commencing from the FY 2025-26 to FY 2029-30.

The appointment, role and responsibility of the Secretarial Auditor are in compliance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the amended Regulation 24A of the Listing Regulations.

Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant of its energy (power) division. The Board of Directors of the Company has appointed Mr. Saibal Sekhar Kundu, Cost & Management Accountant (Membership No.9379), as the cost auditors of the Company on the recommendation of the Audit Committee.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company.

The Cost Audit for the year under review be conducted on time and the Report for the year ended March 31, 2026 will be forwarded to the Central Government within the statutory time limit.

Annual Return

The Annual Return of the Company as of March 31, 2026 in the prescribed Form be available on the website of the Company at https://www.techno.co.in/investor/securities/share.

Investor Education and Protection Fund (IEPF)

During the year under review, no unpaid dividend and/or shares were due for transfer to the Investor Education & Protection Fund.

Particulars of Employees and Remuneration

During the year, no employee of the company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. 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 annexed to this report.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, the BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for FY 2025-26 in the prescribed format, is annexed and forms an integral part of the annual report.

The BRSR indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct (NGRBC). This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.

The Integrated Report communicates your Companys performance on financial and nonfinancial aspects to all stakeholders, underlying the priority of our leadership and strategy towards value creation as well as commitment to a more sustainable future with low-carbon smart energy solutions giving more power to you. Our commitment to Environment, Social and Governance (ESG) is available in our website https://www.techno.co.in/sustainability/.

CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-10036) was appointed for providing Mandatory Reasonable Assurance for Business Responsibility and Sustainability Reporting ( BRSR) Core KPIs for FY 2025-26.

Report on Corporate Governance

Pursuant to Regulation 34 of the Listing Regulations, the Report on Corporate Governance along with the Certificate from Mr. Amarendra Kumar Rai, Proprietor, Amarendra Rai & Associates, Membership No. F8575, C.P, No. 9373, Practicing Company Secretary confirming compliance with the requirements of the Corporate Governance is annexed to this report.

Particulars of Loans, Guarantees and Investment

The loans given or guarantee provided by the Company for loans taken by others are within the limits prescribed under Section 186 of the Companies Act, 2013 and have not made any inter-corporate investments beyond the limits prescribed under the aforesaid section during the year. The loans were normally given to Special Purpose Vehicle (SPV) companies in the ordinary course of business during the year under review.

Particulars of Contracts or Arrangements with Related Parties:

The Company has entered into contracts or arrangements with its Related Parties mainly Special Purpose Vehicle (SPV) companies and subsidiaries in the ordinary course of business during the year under review in compliance with its Policy, the Guidelines, the Act, Listing Regulations and applicable Accounting Standards. The statement of transactions with related parties was placed before the Audit Committee and the Board on quarterly intervals and approval taken. The business transactions entered into with the related parties have been disclosed, if applicable in the notes to the annual accounts which form part of the Annual Report.

Disclosure as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The said policy is available at the website of the Company https://www.techno.co.in/investor/ codes and policies.

There was a committee called POSH Committee in place with the members viz.,

Ms. Avantika Gupta, Non-Executive Director as Chairperson, Sheikh Anoar Ali, President (Business Development), Shivani Chandok, Vice President (Strategic Initiative), Avirupa Saha, Senior Manager (HR) as internal Members and Ms. Malika Singh as Independent External Member who is the consultant on POSH matters. The role of the POSH Committee is to look after the complaints and for prevention and redressal of the grievances relating to sexual harassment. No compliant was received during the year under review. The Company had organised 9 Awareness workshop during the calendar year 2025 that was attended by 241 employees. The Committee also submitted its Annual Report with relevant Authorities in compliance with Section 21(1) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Status of Complaints as on March 31, 2026

Particulars	Number of Complaints
(a) No. of complaints received during the financial year	Nil
(b) No. of Complaints disposed off during the financial year	Nil
(c) No. of cases pending for more than 90 days	Nil
(d) No. of complaints pending at the end of the financial year	Nil

Compliance with Maternity Benefit Act

The Company is in compliance with the inter- alia requirements of The Maternity Benefit (Amendment) Act, 2017.

1. Maternity Leave of 26 weeks and in unfortunate event of a miscarriage, a female employee shall be entitled to 12 weeks of leave, provided such leave applications shall be supported by a medical report from treating registered medical practitioner.

2. Special Maternity Leave of 12 weeks may be granted for adoption of a child under the age of 3 months, provided the application for such leave shall be supported by the necessary documents.

3. Maternity/Miscarriage/Special Maternity leave cannot be accumulated or encashed.

Management Discussion and Analysis

A management discussion and analysis report as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is annexed and forms an integral part of the annual report.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India from time to time and such systems are adequate and operating effectively.

General

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

i. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.

iv. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

vi. The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boards report.

vii. There has been no change in the nature of business of the Company.

viii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (as amended).

ix. There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgements

Your directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments, and the Companys bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors
	(P. P. Gupta)
Place: Kolkata,	Chairman
Date: August 11, 2026