Technojet Consultants Ltd Directors Report

BOARDS REPORT TO THE MEMBERS

Your Directors present the Forty Fourth (44th) Boards Report on the business and operations of Technojet Consultants Limited, (the Company) along with the Audited Financial Statements for the Financial Year ("FY") ended 31st March, 2026.

1. FINANCIAL RESULTS & OPERATIONS:

Particular	For the year ended 31st March, 2026	For the year ended 31st March, 2025
Profit / (Loss) before taxation	(9.85)	3.73
Less: Tax Expense	-
Current tax	-	-
Deferred Tax	-	-
Income tax of prior years	1.02	-
Profit / (Loss) after taxation	(10.87)	3.73
Add: Transfer from OCI	160.45	-
Add: Balance in Statement of Profit and Loss of Previous Year	31.71	27.98
Balance carried to Balance Sheet	181.29	31.71

During the year under review, the Company has made Loss after tax of Rs 10.87 Lakhs as against the Profit of Rs 3.73 Lakhs in the previous year.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Companies Act, 2013.

2. DIVIDEND:

The Directors have recommended a Dividend of Rs. 87/- on the Equity Shares of Rs.10/- each of the Company for the year ended 31st March, 2026 subject to the approval of Members at the 44th Annual General Meeting (AGM).

3. TRANSFER TO RESERVE:

The Company has not proposed to transfer any amount to the General Reserve.

4. HOLDING AND SUBSIDIARIES:

The Company does not have any holding, subsidiary, joint venture or associate Companies.

5. DEPOSITS:

The Company has not accepted any deposits from the public in the Financial Year 2025 - 26.

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

In view of the nature of activities which are being carried out by your Company, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy and technology absorption, are not applicable to your Company. There were no Foreign Exchange earnings or outgo during the year.

7. RELATED PARTY TRANSACTIONS:

During the year, all transactions entered into with the related parties as defined under the Companies Act, 2013 were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Also, suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to Financial Statements, which forms a part of the Annual Report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has no outstanding Loans, Guarantees or Investments pursuant to Section 186 of the Companies Act, 2013.

9. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2026 is uploaded on the website of the Company at www.technojet.in.

10. DIRECTORS AND KEY MANGERIAL PERSONNEL:

The directors of the Company as on 31 March, 2026 are as under :

• Mr. Jairaj C. Bham (DIN: 02806038)

• Mr. Nitin H. Datanwala (DIN: 00047544)

• Mr. Sanjive Arora (DIN: 07852459)

• Ms. Bakhtavar A. Pardiwalla (DIN: 06721889)

Mr. S. Raja, who was a Non Independent Non-Executive Director of the Company, resigned w.e.f. 17th June,2025.

The Company has received declarations from all the Directors of the Company confirming that they are not disqualified under Section 164(2) of the Companies Act, 2013 from being appointed as the Directors of the Company and have also affirmed compliance with the Code of Conduct as required under Regulation 26(3) of the Listing Regulations.

Further, all the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 of the Act.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Ms. Mahak Saraf ceased to be the Company Secretary & Chief Financial Officer of the Company from close of business hours on 30th January, 2026 and Ms. Bhumika Ojha was appointed as the Company Secretary & Chief Financial Officer of the Company w.e.f. 2nd February 2026.

Due to the unfortunate demise of Mr. Vipul Panchal on 12th March 2025, the position of Manager fell vacant. Subsequently, Mr. Yash Goswami was appointed as the Manager of the Company for a period of two years commencing from 9th June, 2025 to 8th June 2027. The members of the Company at their Annual General Meeting held on 29th September 2025 approved the appointment of Mr. Yash Goswami as the Manager of the Company.

11. DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Jairaj Champaklal Bham (DIN: 02806038) Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The appointment of Mr. Jairaj Champaklal Bham is subject to the approval of the Members of the Company at the 44th AGM which has been included in the Notice convening the ensuing AGM and requisite details have been provided in the Notice. The Board recommends his appointment.

12. MEETING OF THE BOARD OF DIRECTORS

During the year under review, total Eight (8) Board Meetings were held on 29th May, 2025, 9th June, 2025, 11th August, 2025, 03rd September, 2025, 13th November, 2025, 30th January, 2026, 12th February, 2026 and 26th February, 2026. The gap between meetings was within the period prescribed under the Act and Listing Regulations.

13. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its committees viz. Audit Committee and the Nomination and Remuneration Committee (NRC) and that of the individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The NRC reviewed the performance of the individual Directors. A separate Meeting of Independent Directors was also held to review the performance of Non-Independent Directors;

Performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Non-Executive Directors. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and of individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of committees, effectiveness of committee meetings, etc.

The criteria for performance evaluation of the individual Directors includes aspects on contribution to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

14. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met once on 12th February, 2026, inter alia, to discuss:

• Evaluation of the performance of the Board as a whole;

• Evaluation of performance of the Non-Independent Non-Executive Directors and Chairman of the Board;

• To assess the quality, quantity and timelines of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

15. AUDIT COMMITTEE

The Audit Committee is constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013. The Committee comprises of members who possess financial and accounting expertise/exposure.

The present Audit Committee consists of Mr. Sanjive Arora - Chairman, Independent Director, Mr. N.H. Datanwala - Independent Director and Mr. J.C. Bham - Non-Independent Non-Executive Director. Mr. J.C. Bham was appointed w.e.f 17th June, 2025 in place of Mr. S. Raja who resigned w.e.f 17th June, 2025. The Company Secretary acts as the Secretary to the Audit Committee.

During the year under review, Seven (7) Meetings of the Audit Committee were held, the dates being on 29th May, 2025, 11th August, 2025, 03rd September, 2025, 13th November, 2025, 30th January, 2026, 12th February, 2026 and 26Yh February, 2026.

The Board has adopted an Audit Committee Charter, for its functioning. The Audit Committee Charter has been uploaded on the Companys website i.e. www.technojet.in

16. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee (NRC) in conformity with the provisions of Section 178 of the Companies Act, 2013.

Mr. Sanjive Arora, Independent Director, is the Chairman of the Nomination and Remuneration Committee whereas Mr. N.H. Datanwala, Independent Director and Mr. J.C. Bham, Non-Independent Non-Executive Director are the members of the committee. The Company Secretary acts as the Secretary to the NRC.

The Company has Nomination and Remuneration Charter which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Charter of the Company is hosted on the Companys website www.technojet.in

During the year under review, total Four (4) Nomination and Remuneration Committee Meetings were held on 09th June, 2025, 13th November, 2025, 30th January, 2026 and 12th February, 2026.

The broad terms of reference of the Nomination and Remuneration Committee includes:

• Setup and composition of the Board and its committees.

• Evaluation of performance of the Board, its committees and Individual Directors.

• Remuneration for Directors, KMP and other employees.

The Nomination and Remuneration Committee recommends to the Board in relation to the identification, selection and appointment of Directors, Senior Management and their remuneration.

17. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc. The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at www.technojet.in.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm that:

(a) In the preparation of the annual financial statements for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) 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/loss of the Company for that period;

(c) Have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) Have prepared the Annual Accounts on a going concern basis; and

(e) Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

(f) Have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews done by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025 - 26.

19. PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report as "Annexure-I".

However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours (9.30 a.m. IST to 6.30 p.m. IST) on all working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof, may write an e-mail to technojetconsultantslimited@gmail.com.

20. AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their reports are as under:

Statutory Auditors

M/s. Manek and Associates, Chartered Accountants (Firm registration number: 126679W) were appointed as Auditors of the Company, at the Annual General Meeting held on 29th September, 2025 for a term of 5 (Five) consecutive years, to hold office from the conclusion of 43rd Annual General Meeting (AGM) until the conclusion of the 48th AGM to be held in the year 2030. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Statutory Auditors, M/s. Manek and Associates, Chartered Accountants on the Financial Statements of the Company for financial year ended 31st March, 2026 forms part of the Annual Report.

The Auditors Report for the financial year ended 31 March, 2026 does not contain any qualification, reservation or adverse remark and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Report of the Secretarial Auditor is annexed herewith as "Annexure-II". The observations of the Secretarial Auditors referred to in the Secretarial Audit Report are self-explanatory.

Internal Auditors

The Internal Auditor of the Company - M/s. Sandip Shah & Co., Chartered Accountants (Registration No. 133680W), have conducted the internal audit of the Company for the F.Y. 2025 - 26. The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee.

Fraud Reporting

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted

21. COST RECORD :

During the period under review, the Company was not required to maintain the cost records.

22. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and tribunals, which would impact the going concern status and the Companys operations in the future.

23. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates and the date of this report.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Financial Control Systems. The Company has adequate Internal Control System and processes in place with respect to its financial statements which provides reasonable assurance and reliability of financial reporting and preparation of Financial Statements.

The reports and findings of the internal auditor and the internal control system are reviewed periodically by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

25. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. The Company has formulated a Risk Management Policy for dealing with different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedure is reviewed by the Audit Committee and Board of Directors on time to time basis. The said Policy is available on the website of the Company at www.technojet.in.

26. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at 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 policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the period under review, the provisions of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, were not applicable to the Company.

The Company has not received any complaint of sexual harassment during the financial year 2025-26. The policy for Sexual Harassment of Women at Workplace has been posted on the Compan ys website i.e. www.technojet.in.

27. COMPLIANCES WITH PROVISIONS OF MATERNITY BENEFIT ACT:

During the period under review, the provisions of the Maternity Benefit Act, 1961, were not applicable to the Company.

28. CODE OF CONDUCT :

The Board of Directors has adopted the Code of Ethics and Business Principles for Non-Executive Directors as also for the employees including Whole-Time Directors, Manager and other members of Senior Management. All members of the Board and senior management personnel have affirmed compliance with the Code. The said Code has been communicated to all the Directors and members of the Senior Management. The Code has also been posted on the Companys website at www.technojet.in.

29. PREVENTION OF INSIDER TRADING CODE:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and code of practices and procedures for fair disclosures of unpublished price sensitive information ("Code") in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and any statutory amendment (s)/ modification(s) thereof, Company has amended the Code.

The Code is applicable to Directors, Employees, Designated Persons and other Connected Persons of the Company.

30. CORPORATE SOCIAL RESPONSIBILTY:

The provisions of Section 135 of the Companies Act, 2013 w.r.t Corporate Social Responsibility are not applicable to the Company during the year under review.

31. DIVIDEND DISTRIBUTION POLICY:

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to formulate Dividend Distribution Policy.

32. CORPORATE GOVERNANCE:

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest.

However, in terms of the exemption provided under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing a separate report on Corporate Governance under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management discussion & analysis report forms part of Directors Report. Statements in this Management Discussion & Analysis of Financial Condition and Results of Operations of the Company describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations.

The financial statements are prepared on accrual basis of accounting and in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards ("Ind AS"). The management of Technojet Consultants Limited has used estimates and judgments relating to the financial statements on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner, for the year.

Risks & Concerns

Risk is inherent to business and the Company is no exception. The Company has adequate internal control systems & procedures to combat the risk. The Company has a detailed risk management policy in place. Apart, from that, rising inflation continues to be a major concern.

Internal Control Systems & Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

M/s. Sandip Shah & Co. was the internal auditor of the Company for F.Y. 2025 - 26. The Internal auditors monitor and evaluate 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. Based on the internal audit, process owners undertake corrective action in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Key Financial Ratios

The comparison of key financial ratios are disclosed under Note No. 31 of the Notes to the Financial Statements for the financial year 2025 - 26.

34. GENERAL

• There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement of the Company with any Bank or Financial Institution.

35. APPRECIATION:

The Directors express their appreciation to all the employees of the Company for their diligence and contribution of their performance. The Directors also record their appreciation for the support and cooperation received from agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

	By Order of the Board of Directors
	FOR TECHNOJET CONSULTANTS LIMITED
	J. C. Bham
Place: Mumbai	CHAIRMAN
Date: 15th May, 2026	DIN:02806038