To,

The members of

Your Directors take pleasure in presenting the 20^th annual report, along with the audited accounts of the Company, for the year ended 31 March 2025.

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

Your directors have recommended a dividend of Rs.9/- per equity share of nominal value of XII- each for the financial year 2024-25 subject to the approval of the Members.

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

During the year under review, your Company has registered turnover of Rs.2,38,103.53 Lakhs from EPC Business, Rs.1,076.87 Lakhs from the Energy (Power) business and also earned other operating revenue of Rs.993.20 Lakhs. The profit after tax was at Rs.42,810.42 Lakhs.

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.

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

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

The paid-up equity share capital as on March 31, 2025, was Rs.23,25,99,148. 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.

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 ines 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 atXeldem 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-ll 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/llkV/LT lines in Tripura-Package III - LOT_l,

12, 765Kv AIS Substation Package - SS108 for Establishment of 765/400/220kV Karnoo

- Ill (New) S/S Including lxl25MVAR, 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 2xl500MVA at Sikar-ll 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-ll Part-C.

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

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/llkV/LT lines in Tripura-Package III - LOT_2.

5. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV/llkV/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 NEIDICL.

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 EIVDC 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-lll-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-lll-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 substation (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 3xl500MVA (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)

1. Supply of Goods and Service Contract for Augmentation of transformation capacity at Amargarh (GIS) S/s by lx315MVA, 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-XXXIII) 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 ncluding 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, LOAfor 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, 2xl25MV 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 (OPI) 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 ncluding Civil works on LSTK (Lumpsum Turnkey) basis for Khavda Phase-IV Part-D Transmission scheme includes establishment of a new Pune-Ill (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 63Tfor (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,

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,

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.

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.

Your Company doesn't have any material subsidiary in the year under review.

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 material 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,coin/ investor/financials/financial result. Relevant financial information of the Subsidiaries has been disclosed in this Annual Report as required

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 (Al),

Internet of Things (loT) and smart grids is crucia 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.

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 (loT) 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 loT, data analytics, and Al 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.

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 Al 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 Al, 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 Al 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.

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

As on March 31, 2025, the Board consisted of Six ndependent (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),

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 reappointment forms part of the Notice. A brief profile of Mr. Shailesh Kumar Mishra is given below:

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.

Bachelor in Electrical Engineering from NIT, Bhopal in 1985;

Certified Energy Auditor from Bureau of Energy Efficiency in 2012.

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 Dugga (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 Specia Resolution at the Annual General Meeting held on September 26, 2024 i.e. within the stipulated time.

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,

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

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,

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.

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,

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,

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,

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.

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,

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,

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 Rs.545,60 lakhs, It had allocated Rs.548,20 lakhs and spent Rs.518,90 lakhs towards CSR projects and transferred Rs.44,50 lakhs to the Unspent CSR Account opened with ICICI Bank, relating to the ongoing projects, including Rs.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.

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

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

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.

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.

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.

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.

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.

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 financia 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

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-lll 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 Manageria 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,

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.

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.

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

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.

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/sustainabilitv/ environment.

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,

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.

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 annua accounts which form part of the Annual Report.

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).

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.

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.

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.

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.

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.