Your Directors have pleasure in presenting the 6^th Board's Report of your Company together with the
Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended
31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

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

Financial year 2023-24 was a radical and fundamental year for the Company. Your company is likely
experiencing significant advancements or expansion in its aerospace and automation sector. This
involved increased revenue, new contracts, technological innovations, and expansion into new markets.
It reflects a positive trajectory and potential for further growth.

Your company is leveraging its success in the aerospace sector to seek additional capital through a public
offering. To support this growth strategy and scale our operations, we have filed a Draft Red Herring
Prospectus (DRHP) with the National Stock Exchange (NSE). The DRHP was approved by the NSE on

August 7, 2024. This move reflects our intention to access public capital markets to further accelerate
our development and expansion.

Further, your Company has achieved a total income of Rs. 39,02,29,000/- for the year ended March 31,
2024. During the year Company earned the net profit of Rs. 2,82,46,000/-. The company's directors are
looking forward for grabbing the good opportunities in the near future for further increasing the
business of the Company. The Company is also planning to adopt various strategies and plans which
would be beneficial and in the best interest of the company in near future. Directors are hopeful of a
significant increase in turnover and increased profitability in the coming year.

The Company's Directors are constantly evaluating the opportunities emerging from the realignment of
global supply chains and also the growing defense sector in India and abroad. The Company is well
equipped and poised to act on such opportunities and grow at a fast pace.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year 2023-24 there was no change in the nature of business of the Company.

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

A. Changes in Directors and Key Managerial Personnel:

Appointment of Directors:

Mr. Manish Gupta (holding DIN: 01462245) was appointed as a Non-executive independent director of
the Company for a term of three consecutive years with effect from 28^th, November, 2023. On the
recommendation of the Nomination and Remuneration Committee and the Board of Directors, the
members of the Company approved the said appointment by way of a resolution passed on 28^th
December, 2023.

Mr. Haridas Nilkanth Bhabad (holding DIN: 02823879) was appointed as a Non-executive independent
director of the Company for a term of three consecutive years with effect from 28^th, November, 2023.
On the recommendation of the Nomination and Remuneration Committee and the Board of Directors,
the members of the Company approved the said appointment by way of a resolution passed on 28^th
December, 2023.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines
that the Independent directors so appointed/re-appointed hold highest standards of integrity and
possess necessary expertise and experience.

On the recommendation of the Nomination and Remuneration Committee and the Board of Directors
the category of Mrs. Kalpana Nimesh Desai (DIN: 02779365) was changed from executive director to
non-executive director.

Cessation

Mr. Meet Nimesh Desai (holding DIN: 08246763) resigned from the post of Executive Director of the
Company with effect from close of business hours on 28^th November, 2023.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided
by the outgoing director during his tenure on the Board.

Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Kalpana Nimesh Desai
(holding DIN: 02759762), director, is liable to retire by rotation at the ensuing AGM of the Company and
being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

Brief details of Mrs. Kalpana Nimesh Desai are given in the Notice of ensuing AGM.

Changes in Key Managerial Personnel

The Board at its meeting held on 15^th September, 2023 appointed Mr. Nimesh Rameshchandra Desai
(holding DIN: 02779330) as Managing Director for a period of five years.

The Board at its meeting held on 28^th November, 2023 appointed Mr. Sandip Shinde as Chief Financial
Officer (CFO) of the Company.

Mr. Pratik Dhakate (Membership No. ACS 69380) resigned from the office of Company Secretary of the
Company with effect from close of business hours on 16^th January, 2024. The Board places on record its
appreciation for the services rendered by Mr. Pratik Dhakate during his association with the Company.

The Board at its meeting held on based on the recommendation of the Nomination and Remuneration
Committee has approved the appointment of Mrs. Pratiksha Kumbhare (Membership No. FCS 12098) as
Company Secretary of the Company with effect from 16^th January, 2024.

Except as stated above, there were no other changes in the directors and key managerial personnel of
the Company during the year under review since the last report.

The board comprises of the following Directors as on 31/03/2024:

B. MEETING OF BOARD OF DIRECTORS:

During the Financial Year 2023-24, the Company held 16 (Sixteen) Board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of
Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Committees of the Board

The Board of Directors have constituted the following Committees in order to effectively deliberate its
duties under the Act:

•Audit Committee;

• Nomination and Remuneration Committee;

5. STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS:

In terms of the provisions of section 149 of the Act, the independent directors on the Board of your
Company as on the date of this report are Mr. Manish Gupta and Mr. Haridas Nilkanth Bhabad.

The Company has received declaration pursuant to section 149(7) of the Act from all the independent
directors stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act
read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to
registration of their name in the independent director's databank of the Indian Institute of Corporate
Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation
submitted by the independent directors after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as
the Rules made thereunder and have complied with the code for independent directors prescribed in
Schedule IV to the Act.

6. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

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

7. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES,
CHAIRMAN AND INDIVIDUAL DIRECTORS:

The annual evaluation of performance of the Board of Directors, its committees, chairman and individual
directors for the reporting year was conducted in accordance with the provisions of the Act.

Information on the process of the formal annual evaluation made by the Board of its own performance
and that of its committees, chairman and individual directors is available on the Company's website
at https://techera.co.in/investors/policies.

8. REMUNERATION POLICY:

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

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

9. PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees
and percentage increase in the median remuneration is not applicable to the Company. Further there
were no employee who was in receipt of remuneration for that year which, in the aggregate as provided
in the rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given guarantees or provided securities during the financial year under review.
However, the Company has invested in the equity shares of KalbhorZ Electric Private Limited an amount
of Rs. 83,31,938/- representing 11.91% of the paid-up capital of the said Company. Therefore, company
has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has
given in the notes 11 to the Financial Statements.

11. DIVIDEND:

a) Compulsory Convertible Preference share:

The Board has declared a dividend at the rate of 0.01% per share on 11,99,000 Compulsory Convertible
Preference share capital of the company for the year ended 31^st March 2024.

b) Ordinary Shares:

In order to conserve resources, your directors do not recommend any dividend on the Ordinary Shares
in the financial year 2023-24.

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

The Company does not transfer any amount to reserves and surplus account during the year under
report.

13. CHANGES IN SHARE CAPITAL, IF ANY:

During the financial year 2023-24, following were changes in the authorised, issued, subscribed, and
paid-up share capital of the Company:

14. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

Company does not have any Subsidiary, Joint venture or Associate Company.

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

During the financial year ended on 31^st March, 2023, the Company has not declared any dividend, so the
provisions of Section 125(2) of the Companies Act, 2013 with respect to transfer of unclaimed dividend
to investor education and protection fund do not apply to the Company.

16. MATERIAL CHANGES, COMMITMENTS TILL THE END OF FINANCIAL YEAR AND MATERIAL CHANGES
TILL THE DATE OF THIS REPORT:

The following material changes and commitments have occurred between the end of the financial year
to which the financial statements relate and the date of this Report and their impact on financial
position of the company is not determinable:

(i) The Company has been converted from Private Limited to Public Limited w.e.f 29 May, 2023.

(ii) The Company has filed Draft Red Herring Prospectus (DRHP) with the National Stock Exchange (NSE)
for getting itself listed on the SME portal of NSE Emerge. The DRHP was approved by the NSE on 7^th
August, 2024.

17. AUDITORS AND REPORT THEREON:

M/S DASK & ASSOCIATES, (FRN: 130493W) Chartered Accountants, Pune hold office until the conclusion
of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the
conclusion of 10^th Annual General Meeting of the company to be held in the Year 2029.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has
received a written consent from M/S DASK & ASSOCIATES, (FRN: 130493W) Chartered Accountants,
Pune to their re-appointment and a certificate, to the effect that their re-appointment, if made, would
be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria
provided in Section 141 of the Companies Act, 2013.

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

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

19. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having a website http://www.techera.co.in and the copy of annual return will be
placed on the above website as referred to in sub-section (3) of section 92 of the Companies Act, 2013.

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

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

21. COMMENT ON QUALIFICATION, RESERVATION AND ADVERSE REMARK OF AUDITORS:

a) Auditors Report:

The Statutory auditors of the company in his audit Report for the financial year under scrutiny, does not
provide any qualification, reservation and adverse remark hence no comment or explanation provided
by the board of the Company.

b) Secretarial Auditors Report:

The Company does not meet the criteria provided under of sub section (1) of Section 204 of Companies
Act, 2013 read with The Companies (Appointment and Remuneration Personnel) Rules, 2014, hence no
comment or explanation is required to be made.

22. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

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

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms
that-

a. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and profit of the company for
that year;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. Company being unlisted sub clause (e) of section 134(5) is not applicable.

f. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

24. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013, is not required by the Company during the year under
review.

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

During the Financial Year 2023-24, there was no application made and proceeding initiated/pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against
your Company. As on the date of this report, there is no application or proceeding pending against your
company under the Insolvency and Bankruptcy Code, 2016.

26. INTERNAL FINANCIAL CONTROL:

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineates
the roles responsibilities and authorities at each level of its governance structure and key functionaries
involved in governance. The Code of Conduct for Senior Management and Employees of your Company
(the Code of Conduct) commits Management to financial and accounting policies systems and processes.
The Corporate Governance Policies and the Code of Conduct stand always communicated across your
Company.

Your Company's Financial Statements are prepared on the basis of the Significant Accounting Policies
that are carefully selected by Management and approved by the Board. These Accounting policies are
reviewed and updated from time to time.

Your Company has in place adequate Internal Financial Controls with reference to the Financial
Statements commensurate with the size scale and complexity of its operations. Your Company's Internal
Financial Controls were deployed that addresses material risks in your Company's operations and
financial reporting objectives.

Such controls have been assessed during the year under review taking into consideration the essential
components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of
such assessments carried out by Management no reportable material weakness or significant
deficiencies in the design or operation of Internal Financial Controls was observed.

Your Company recognizes Internal Financial Controls cannot provide absolute assurance of achieving
financial operational and compliance reporting objectives because of its inherent limitations. Also,
projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk
that the Internal Financial Controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits
and review processes ensure that such systems are reinforced on an on-going basis.

The company has adequate system for internal control commensurate with its size and nature of the
business. Management of the company has very cordial relations with their personnel and outsiders in
respect of business of the company. Internal control system is reviewed by the management at
reasonable intervals to ensure the efficient working of the control system.

27. PARTICULARS OF EMPLOYEES:

During the financial year under review, the Company had no employee as specified under Rule 5(1) and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

A. Conservation of Energy, Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in
respect of conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the company during the year under review.

B. Foreign Exchange Earnings And Outgo:

During the year the company has following Foreign Currency Inflow and outflow: -
Foreign Currency Inflow: - Rs. 2,79,02,929/-
Foreign Currency Outflow: - Rs. 72,06,387/-.

29. RISK MANAGEMENT:

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities.

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is
reviewed by the Board from time to time. These procedures are reviewed to ensure that executive
management controls risk through means of a properly defined framework. The Board judges the fair
and reasonable extent of risks that your Company is willing to take, and its decisions shall be based on
this reasonable judgment.

30. RELATED PARTY TRANSACTIONS:

The Company has entered into related party transactions during the financial year and all the
transaction entered by the Company were in the ordinary course of business and is on arm's length
basis. There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large and Approval of the Board of Directors was
obtained wherever required.

Details of transaction entered by the Company in the ordinary course of business on arm's length price
are provided in annexure attached herewith. (Annexure -I).

31. COMPLIANCES OF SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards under section 118 of the
Companies Act, 2013 to the extent applicable.

32. VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 with respect to vigil mechanism are not applicable to the
Company.

33. DEPOSITS:

During the year under review, your company neither accepted any deposit nor there are any amounts
outstanding at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the
requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the
Companies Act, 2013 is not applicable. However, loan from directors/ Relative of Directors taken during
the year are as follows:

34. DISCLOSURES RELATING TO EQUITY SHARES:

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

a. SWEAT EQUITY:

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

b. BONUS SHARES:

During the year ended on 31^st March, 2024, Company has issued Bonus issue of 97,14,660 (Ninety-Seven
Lakhs Fourteen Thousand Six Hundred Sixty) Equity Shares of face value of 10/- each on 27^th, February,
2024.

c. EMPLOYEES STOCK OPTION PLAN (ESOP):

No ESOP was issued during the year under review.

35. CORPORATE SOCIAL RESPONSIBILITY:

The Company was not required to form a CSR Committee and comply with the requirements of Section
135 of the Companies Act, 2013 and rules made thereunder.

36. ANNUAL EVALUATION:

The provision of section 134(3)(p) relating to Board evaluation is not applicable to the company.

37. SIGNIFICANT REGULATORY OR COURT OR TRIBUNAL ORDERS:

During the Financial Year 2023-24, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going concern status of the Company
and its operations in future.

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

During the Financial Year 2023-24, the Company has not made any settlement with its Bankers from
which it has accepted any term loan.

39. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company has well trained workforce for its various area of its operations, up gradation of which is
being done on continuous basis for improving the work and quality process. The industrial relations in
the company's workplace had been cordial throughout the year.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and secure environment for its women employees
though it has not formed an Internal Complaints Committee in compliance with provisions under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints received regarding harassment by the Company from its
employees (permanent, contractual, temporary, trainees).

41. ACKNOWLEDGEMENT:

Your directors wish to express their sincere appreciation to the continued co-operation received from
the Banks, Government of India, Various State Government Authorities, Government departments and
Agencies, Customers, Vendors and Shareholders and academic partners for their continuous support
during the year under review. Your directors also wish to place on record their deep sense of
appreciation for the committed service of the executives, staff, and workers of the Company. The
Directors offer their deepest condolences for any loss of life of employees and their families and are
deeply grateful and have immense respect for every person who risked their life and safety to fight this
pandemic.

BY ORDER OF THE BOARD OF DIRECTORS
TECHERA ENGINEERING (INDIA) LIMITED

(Formerly known as Techera Engineering (India) Private Limited)

Sd/- Sd/-

NIMESH RAMESHCHANDRA DESAI KALPANA NIMESH DESAI

MANAGING DIRECTOR DIRECTOR

DIN:02779330 DIN: 02779365

Add: Flat No. 1102, Building A, Add: Sun Satellite, Flat No. 1102,

Sun Satellite, Near Sun City, Sinhgad Building A, Sinhgad Road,

Road, Anandnagar, Pune - 411051, Anandnagar, Pune - 411051,

Maharashtra, India Maharashtra, India

DATE: 02/09/2024
PLACE: PUNE