Dividend

Your directors have recommended a dividend
of T9/- per equity share of nominal value of T2/-
each for the financial year 2024-25 subject to the
approval of the Members.

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 T2,38,103.53 Lakhs from
EPC Business, T1,076.87 Lakhs from the Energy
(Power) business and also earned other operating
revenue of T993.20 Lakhs. The profit after tax was
at T42,810.42 Lakhs.

Annual Performance

Details of your Company's annual performance
as published on the Company's 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/financial result.

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,
2025, was T23,25,99,148. During the year under
review, the paid-up Equity Share Capital of the
Company was increased to T23,25,99,148 through
Qualified Institutional Placement (QIP) of equity
shares, the details of which was already covered
in the Directors Report dated August 13, 2024 of
the Financial year 2023-2024.

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 2024-25, the following
projects were completed successfully:

1. Procurement of Plant, Design, Supply,
Installation, testing & commissioning of
500 kV Arghande (Kabul) Substation of Da
Afghanistan Breshna Sherkat.

2. Contract for Engineering, Procurement
& Construction of Extension of Kara
Substation & NEW 161/20 KV Substation at
Mango in TOGO.

3. Contact for establishment of 2x500MVA,
400/220 kV GIS Substation at Kasargoda &
Extension of 400kV Bays at Udupi.

4. Establishment of New 220/132KV SS at
Nangalbibra and associated bays as per
RFP and subsequent amendments issued
along with enquiry documents under the
Nangalbibra Bongaigang Transmission Ltd.
(NBTL) being executed by Sterlite Power
Transmission Ltd.

5. Supply & Service Contract for substation
Package SS01 for Construction of
400/220/132kV GIS Substation (New),
Mohanlalganj, Lucknow, U.P. (including
125MVAR Bus Reactor) under "Construction
of 400 /220/132kV GIS Substation,
Mohanlalganj (Lucknow) with associated
400kV lines, and other 765kV & 400kV LILO
lines at b765kV GIS Substation Rampur and
400kV LILO (Quad Moose on Monopole)

at 400kV GIS Substation Sector 123
Noida" U.P. Intra state through Tariff based
Competitive Bidding (TBCB) route.

6. Establishment of new 2X500MVA,
400/220KV Substation at Xeldem as per
RFP and subsequent amendments issued
along with enquiry documents under the
GOA Tamanar Transmission Project Limited
(GTTPL) being executed by Sterlite Power
Transmission Limited (herein after referred
as "SPTL")

7. On-Shore Supply, Service and Off-Shore
contract for GIS Substation package
ASM-SS04 under NER Power System
Improvement Project - World Bank Funded:
Intra-State-Assam of PGCIL.

8. Supply & Service contract of 33/11KV
Substations, Distribution substations along
with associated lines and related works

on turnkey basis in Srinagar circle of UT of
Jammu & Kashmir under prime Minister's
Development package (PMDP)

9. Supply & Service Contract for GIS
Substation Pkg SS-90: for (i) Extn. of
765/400KV Nizamabad GIS substation
including 765kV Bus ducts, Bushing,

400kV GIS bays etc. under Augmentation

of transformation Capacity in Southen
Region; (ii) (a) Extn. of 400/230kV Tuticorin-
II GIS S/S for Installation of 4^th ICT & (b)

Extn. of 400/230kV Tuticorin-II GIS S/S for
Installation of 5^th ICT Under Transmission
system for Tirunelveli and Tuticorin Wind
Energy Zone (Tamil Nadu) (500MW) and (iii)
Extn. of 400kV Nizamabad GIS SS under
Consultancy service to TSTRANSCO.

10. Construction of 400/220 KV Sub-Station at
Dhardehi (Bilaspur) (upgradation of existing
220/132 KV substation Dhardehi) on turnkey
basis against tender No TR-21/02 (Rfx No. -
8100022809).

11. Distribution System Improvement: Turnkey
contract for Supply & Construction of New/
Augmentation of 33kV / 11kV / LT lines in
Tripura-Package III - LOT_1.

12. 765Kv AIS Substation Package - SS108 for
Establishment of 765/400/220kV Karnool

- III (New) S/S Including 1x125MVAR,

400kV 3ph Bus Reactor under Transmission
Scheme for Evacuation of power from RE
Sources in Karnool Wind Energy Zone
(3000 MW) / Solar Energy Zone (1500 MW)
Part-A.

13. Supply of Goods & Service Contract for
765kV AIS (NEW) SS Package SS-01 for
Establishment of 765/400 kV 2x1500MVA
at Sikar-II with 400kV (1x125 MVAR) and
765Kv (2x330 MVAR) bus reactor (Including
site levelling and related land development
works) associated with "Transmission
system Strengthening for Evacuation of
Power from Solar Energy Zones in Rajasthan
(8.1 GW) under Phase-II Part-C.

14. Supply of Goods & Service Contract for
765kV AIS SS Package SS-01 for Extension
of 765kV Sikar-II SS associated with
"Transmission system Strengthening for
Evacuation of Power from Solar Energy
Zones in Rajasthan (8.1 GW)

under Phase-II Part-D.

15. Supply, Service & Civil package for design,
engineering, manufacturing, assembly,
testing at manufacturer's work, packing &
forwarding/dispatch, supply of material/
equipment, transportation including transit
Insurance on FOR site including Civil Works
on BOQ basis for 765kV AIS Bay Extension
to establish Inter-State transmission system
for "Transmission scheme for evacuation

of 4.5GW RE injection at Khavda PS under
Phase II- Part A Lakadia, Gujarat Project.

16. Supply of Goods & Service Contract for
GIS Substation Extension Package SS107
for (i) Extension of 400/220kV Rajgarh SS
(Powergrid) Under Transmission system
for providing connectivity to M/s VEH
Jayin Renewables Pvt Ltd (ii) Extension of
765/400kV Pune, Shikrapur SS (powergrid)
under Westen Region Expansion Scheme-
XXXI (WRES-XXXI) and (iii) Extension

of 132/66kV Gangtok SS under Eastern
Region Expansion Schemes - ERES-XXX
& ERESXXXIII, Spec. No - CC/NT/W-GIS/
DOM/A04/23/00296.

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 PGCIL's existing GIS SS at
Phyang, associated with Strengthening of
Transmission system of LPDD (erstwhile
JKPDD) under PMDP Scheme 15.

2. 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).

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

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

6. 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, India
(Second Contract) for providing three year
Operational & Maintenance service for FGD.

7. 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, India
(Second Contract) for providing three year
Operational & Maintenance service for FGD.

8. 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.

9. LOA for LOT-B Appointment of Advanced
Metering Infrastructure (AMI) Implementing
Agency for smart Metering for 2.5 Lakh
Consumers in UT of Jammu & Kashmir on
DBFOOT Basis" issued against RFP No
GEM/2022/B/2393485 dated 04.08.2022.

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

11. LOA for" Project Management Consultancy
(PMC) services on Lumsum 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.

12. Supply of Goods & Service Contract for
SS Package SS01 for (i) 765/400Kv Dausa
New S/s 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-III-Part-H
through tariff based competitive bidding
(TBCB) route.

13. LoA for the appointment of Advanced
Metering Infrastructure Service Provider
(AMISP) for Smart Metering on Design Build
Finance-Own-Operate-Transfer (DBFOOT)
basis under RDSS scheme.

14. Letter of Intent (LOI) for 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).

15. Letter of Award (LOA) for "design,
engineering, manufacturing, assembly,
testing at manufacturer's work, packing &
forwarding/dispatch, supply of material/
equipment, transportation including transit
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 Substation (AIS) at Halvad under
TBCB Khavda Ph-III-Part-A Project in
Gujarat State".

16. LOA for the appointment of Advanced
Metering Infrastructure (AMI) Service
Provider for Smart Prepaid Metering in
Kashmir power Distribution Corporation Ltd
(KPDCL) on DBFOOT basis issued against
Gem bid No GEM/2023/3138132 dtd
15.02.2023.

17. Supply, Erection, Commissioning & Testing
of twelve (12) nos. 33/11 KV E-House sub¬
station (Containerized s/s) 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.

18. 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,
125MVAR Bus Reactor under "Transmission
Scheme for Solar Energy Zone in Bidar
(2500 MW), Karnataka" though Tariff Based
Competitive Bidding (TBCB) route.

19. LOA for the work of 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 RDSS Scheme

20. LOA for the 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)

During the year, the Company was successful

in bagging the following Orders:

1. Supply of Goods and Service Contract for
Augmentation of transformation capacity at
Amargarh (GIS) S/s by 1x315MVA, 400/220
kV ICT (3^rd) (three single phase units of
105MVA) along with associated transformer
bays along with GIB (420 kV & 245 kV 1-Ph
indoor and outdoor GIB) on LSTK basis NIT
dated 21.07.2023

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

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

4. Project means the 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.

5. Procurement of Plant 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)

6. Procurement of Plant Design, Supply,
Delivery, Installation, Testing and
Commissioning of Lot 3: 400kV New
Damauli Substation (MCA-N/ETP/CB/004C)

7. LOA for Design, engineering, manufacturing,
assembly, testing at manufacturer's work,
packing & forwarding/dispatch, supply

of material / equipemnt, transportation
including transit Insurance on FOR site basis
receipt of material at site, unloding, storage
at site, handling at site, erection, trsting &
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. LOA for Design, engineering, manufacturing,
assembly, testing at manufacturer's work,
packing & forwarding/dispatch, supply

of material / equipemnt, transportation
including transit Insurance on FOR site
basis receipt of material at site, unloding,
storage at site, handling at site, erection,
trsting & 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

9. LOA for 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-H®

10. LOA for 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 S/s

11. Supply of Goods and Services Contract
for 765kV AIS Substation Package SS-42T
(forSPV portion) for (a) Establishment of
765/400kV Sirohi including 400kV, 2x125MV
Ar (3-ph) Bus reactor & 2x80MVAr (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 S/s 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

12. 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., Spec No - CC/NT/W-GIS/DOM/
A04/23/12337

13. LOA for Design, engineering, manufacturing,
assembly, testing at manufacturer's work,
packing & forwarding/dispatch, supply of
material / equipemnt along with spares and
tools and tackles, transportation including
transit Insurance on FOR site basis receipt
of material at site, unloding, storage at

site, handling at site, erection, trsting &
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) S/S
and extension of 765Kv SS at Boisar

14. 765kV AIS (New) Package SS-72T (for SPV
Portion) for (i) Establishment of 765/400kV,
2x1500 MVA S/s at suitable location near
Ghiror (Distt. Mainpuri), (ii) Extension of Dausa
S/s 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.

15. 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.

16. 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.

Material Changes and Commitments

No material changes, except the raising of funds
through Qualified Institutional Placement (QIP),
have occurred during the financial year of the
Company and the same was covered in the
Directors Report dated August 13, 2024.

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
company's 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
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 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
Chairman 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 doesn't 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 2 Private Limited
(Formerly: Techno Wind Power Private Limited);
Techno Data Center Limited;

Rajgarh Agro Products Limited;

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;

(w.e.f. 30.05.2024)

NERGS-I Power Transmission Limited;

(w.e.f. 30.06.2024)

Techno Digital Infra 1 Private Limited;

(w.e.f. 26.09.2024)

Techno Green Energy Private Limited (Subsidiary
till 26.11.2024)

Your company doesn't have any associate or
joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013 ("Act")
as on March 31, 2025. There has been no materia
change in the nature of the business of the
subsidiaries during the year under review, except
M/s. Techno Wind Power Private Limited, whose
nature of business was changed to development
of digital infrastructure and the name was also
changed accordingly.

Pursuant to the provisions of Section 129(3)
of the Act, a statement containing the salient
features of financial statements of the Company's
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/financial result. Relevant
financial information of the Subsidiaries has been
disclosed in this Annual Report as required.

Outlook and Opportunities

Power Sector:

Alongside a continued need for conventional
power generation, the future of India's power
sector is trending towards increased reliance on
renewable energy sources. India is aiming for
a significant increase in non-fossil fuel-based
power capacity, targeting 500 GW by 2030.

This transition is driven by government policies,
private investment, and the need to address
climate change.

While the share of fossil fuel-based power is
declining, coal-based power plants remain
crucial for ensuring a stable and reliable energy
supply, especially given the projected increase
in electricity demand. Solar and wind power
generation are experiencing substantial growth,
with India committed to installing 50 GW of
non-fossil fuel capacity annually. Nuclear power

generation is also increasing, contributing to
the diversification of the energy mix. India is
expected to attract substantial investments in
the renewable energy sector, with estimates
reaching billions of dollars. Integrating advanced
technologies like Artificial Intelligence (AI),

Internet of Things (IoT) and smart grids is crucial
for managing the increasing complexity of the
power system, especially with the integration of
renewable energy sources. The is revolutionising
the power sector by enhancing efficiency,
reliability, and sustainability across the entire
energy value chain.

India's electricity demand is projected to increase
significantly, requiring substantial investments in
both conventional and renewable energy sources
to meet the growing needs of a rapidly developing
economy. Energy storage solutions, such as
batteries, will play a vital role in integrating
renewable energy sources and ensuring grid
stability. A skilled and adaptable workforce is
essential for managing the evolving power sector,
requiring training and development programmes
aligned with the future needs of the industry.

Advanced Metering Solutions:

The smart metering sector in India is poised
for significant growth, driven by government
initiatives, increasing energy demand, and
the need for efficient energy management.

The market is expected to grow and expand
rapidly. This growth is fuelled by the adoption of
advanced metering infrastructure (AMI), prepaid
smart meters, and the Integration of Internet of
Things (IoT) and data analytics.

The Indian government is actively promoting
smart grid development and the adoption
of smart meters as part of its digitalization
and energy efficiency goals. Rising electricity
consumption, particularly in urban areas,
necessitates more efficient and intelligent
energy management systems. Smart meters
are crucial for modernising 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 adoption. Integration of IoT, data
analytics, and AI is enhancing the functionality
and efficiency of smart meters, making them more
sophisticated and user-friendly. Smart metering
is a key component of smart city development,
contributing to the overall efficiency and
sustainability of urban infrastructure. The adoption
of AMI technology is expected to increase
significantly, driven by the need for real-time data
analytics and efficient energy management. The
demand for prepaid smart meters is projected to
grow, offering consumers more control over their
energy usage and providing flexible payment
options. Smart meters are generating vast
amounts of data that can be analysed to improve
energy consumption patterns, optimise grid
operations, and identify potential areas for energy
savings. Cybersecurity is a major consideration,
and smart meters are being designed with
robust encryption and security protocols to
protect against data breaches and unauthorised
access. Smart meters will play a vital role in
integrating renewable energy sources into the
grid, enabling efficient management of fluctuating
energy production.

Ensuring that smart meters and the associated
infrastructure are compatible and adaptable to
future technological advancements is crucial.
Maintaining reliable communication networks for
real-time data transmission is essential for the
smooth functioning of smart metering systems.
Establishing clear standards for smart meter
technology and data communication protocols
is important to avoid vendor lock-in and ensure
interoperability. Educating consumers about the
benefits and proper usage of smart meters is vital
for maximising their adoption and impact. Training
and developing a skilled workforce to manage
and maintain the smart metering infrastructure is
essential for its successful deployment.

Overall, the smart metering market in India is on a
trajectory of rapid growth and transformation. The
increasing adoption of smart meters is expected
to revolutionise energy management, improve grid

efficiency, and empower consumers to manage
their energy consumption more effectively. Being
one of the distinct player in AMI segment, Techno
is well placed now for future opportunities.

Data Center:

India's data centre 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 digitalisation. 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. Supportive policies and
the designation of data centres as infrastructure
are facilitating investments and expansion in the
sector. The emphasis on data localisation, driven
by data privacy and security concerns, is also
a key factor in the growth of the domestic data
center market.

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, 2025, the Board consisted of Six
Independent (Non-Executive) Directors including
one Woman Independent Director, One Managing
Director (Executive), One Whole-time Director
(Executive), One Non-Independent Woman
Director (Non-Executive) and Two Professional
Directors (Non-Executive).

Appointment/ Reappointment /
Resignation of Director

Mr. Shailesh Kumar Mishra:

During the year under review, the designation of
Mr. Shailesh Kumar Mishra (DIN:08068256) was
changed to Non-Executive Director in Professional
capacity on June 28, 2024 by the Board on
recommendation of Nomination & Remuneration
Committee and approval of the Members of the

Company was obtained in the Annual General
Meeting held on September 26, 2024.

In accordance with the requirements of the Act and
the Company's Articles of Association, Mr. Shailesh
Kumar Mishra (DIN:08068256), Non-Executive
Non-Independent Director is liable to retire by
rotation at the ensuing Annual General Meeting and
seeking re-appointment by the shareholders. The
resolution seeking Members' approval for his re¬
appointment forms part of the Notice. A brief profile
of Mr. Shailesh Kumar Mishra is given below:

Brief Profile

Mr. Shailesh Kumar Mishra aged about 61 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.

Mr. Arun Duggal:

The appointment of Mr. Arun Duggal was already
reported in last year. However, since it was
happened in last financial year, a brief summary is
presented in this report as follows:

Based on recommendation of Nomination
& Remuneration Committee, and the Board
and in accordance with the provisions of the
Act and Listing Regulations, Mr. Arun Duggal
(DIN: 00024262) was appointed as Additional
Independent Director by the Board on August
13, 2024 for a term of 5 years and the approval of
Members was obtained for the said appointment of
Mr. Duggal as an Independent Director by a Special
Resolution at the Annual General Meeting held on
September 26, 2024 i.e. within the stipulated time.

Mr. Ankit Saraiya

Mr. Ankit Saraiya, Whole-time Director was
designated as Chief Executive Officer (CEO)
of the Company by the Board of Directors,
on recommendation of the Nomination and
Remuneration Committee on April 05, 2025.

Cessation of Directors

During the financial year, there has been no
cessation of any director in the Company.

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 2024-25, 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 28, 2025 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 and Finance.

The Directors evaluate their performance and
contribution at every Board and Committee
Meetings based on their knowledge, experience
and expertise on relevant field vis-s-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 was 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, KMP etc.

In line with this requirement, the Board has
adopted policy on Board Diversity and Director
Attributes and Remuneration Policy for Directors,
KMP etc. of the Company, is available on
Company's 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 familiarise 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 Nomination and Remuneration Committee
of the Board comprises three directors as its
members with one independent director as its
Chairperson. It has formulated the policy for
appointments 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 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
three independent directors and one non-executive
director. The Committee acts as per the CSR policy
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 ^545.60
lakhs. It had allocated ^548.20 lakhs and spent
^518.90 lakhs towards CSR projects and transferrec
^44.50 lakhs to the Unspent CSR Account opened
with ICICI Bank, relating to the ongoing projects,
including ^26.70 lakhs towards provision for cost
escalation. 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 of 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
Company's 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

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 behaviour,
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 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 Company's 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 and
one non-independent director 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 of three
directors with one independent director as its
Chairperson. The Committee meets once in
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 Company's 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 Company's 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 Company's assets and for preventing
and detecting fraud and other irregularities;

d) That the accounts for the period ended
March 31, 2025 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

At the 17^th Annual General Meeting held on
September 26, 2022 the Members approved the
appointment of M/s. Walker Chandiok & Co. LLP,
Chartered Accountants, (Firm Registration No.
001076N/N500013) as the Statutory Auditors of
the Company for a term of 5 years commencing
from the conclusion of the 17^th Annual General
Meeting till the conclusion of the 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 Auditor's 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. Babulal 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 FY2024-25 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.

The Board of Directors at their meeting held on
May 27, 2025 have appointed M/s. Babulal Patni,
Practicing Company Secretaries (CP No. 1321) and
a Peer Reviewed Company Secretary, for a period of
5 consecutive years, commencing from the FY 2025¬
26 to FY 2029-30, and recommended the said
appointment to the shareholders for approval at the
ensuing Annual General Meeting. The appointment,
role and responsibility of the Secretarial Auditor shall
be 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. They have confirmed
that their appointment complies with the eligibility
criteria in terms of Listing Regulations. The resolution
seeking Members' approval for their appointment
forms part of the Notice.

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 had 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, 2025 will be forwarded to the
Central Government within the statutory time limit.

Annual Return

The Annual Return of the Company as on March
31, 2025 in the prescribed Form is 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 Company's performance on Environment,
Social and Governance parameters for FY2024-25
in the prescribed format, is annexed and forms an
integral part of the annual report.

The BRSR indicates the Company's 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
Company's performance on financial and non¬
financial 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/
environment.

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 the guidelines of its Policy, 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
is in place with the members viz., Ms. Avantika
Gupta, Non-Executive Director as Chairperson,

Mr. Ramesh Chandra Agarwal, Executive
Director (Mechanical), Mr. Ajay Khajuria, Asst.

Vice President & CHRO, Ms. Moumita Som, Dy.
Manager (HR), as internal Members with one
Independent External Member Ms. Shahida
Hussain, who was the consultant on POSH. 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 4 Awareness
workshop during the calendar year 2024 that
was attended by 238 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.

As it was required to reconstitute the Committee
every 3 years, it was, therefore reconstituted by
the Board on February 11, 2025 with members
viz., Ms. Avantika Gupta, Non-Executive Director
as Chairperson, Mr. Sheikh Anoar Ali, President
(Business Development), Ms. Shivani Chandok,
Vice President (Strategic Initiative), Ms. Avirupa
Saha, Senior Manager (HR) as Members and
Ms. Malika Singh as Member (External).

Status of complaints as on March 31, 2025:

Compliance with Maternity Benefit Act

The Company is in compliance with the inter-
alia the 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 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 Company's 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 Board's 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.

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 Company's 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

Place: Kolkata, (P. P. Gupta)

Date: August 12, 2025 Chairman