2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Your Company was formed by conversion of a partnership firm, 'Technogreen Environmental Solutions' ("Firm") under the provisions of Chapter XXI of Companies Act 2013. The Firm was formed and registered as a partnership firm under the provisions of Indian Partnership Act, 1932, pursuant to a deed of partnership dated April 05, 2001, as amended and supplemented from time to time. The Firm was converted to public limited company on 02nd January 2023. The Company is engaged in the business of 'providing consulting services in

almost every realm of environment & infrastructure planning, solutions to every problem of environment & climate change, which are both environmentally as well as economically feasible.

During the reporting period company's performance was satisfactory in terms of revenue generation as the same has generated total Income of INR. 23.50 Crores. Further, after meeting out all the administrative and other expenditures, the company has earned Net profit INR. (Rs) 6.11 Crores.

The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

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

During the period under review, the Company has not proposed any amount to be transferred to Reserve out of the net profits of the Company in terms of section 134(3)(j) of The Companies Act, 2013.

4. DIVIDEND

During the period under review, no dividend was recommended and declared by the Board

5. CHANGE IN NATURE OF BUSINESS

Your Company was formed by conversion of a partnership firm, 'Technogreen Environmental Solutions' ("Firm") under the provisions of Chapter XXI of Companies Act 2013. The Firm was formed and registered as a partnership firm under the provisions of Indian Partnership Act, 1932, pursuant to a deed of partnership dated April 05, 2001, as amended and supplemented from time to time. The Firm was converted to public limited company on 02nd January 2023. The Company is one of India's leading environmental consulting company with 20 years of experience in executing projects in the environment domain.

The Company's service offering includes 3 verticals viz:

A. Knowledge Consulting including Regulatory & Sustainability Streams (both regulatory compliances, environmental due diligence, Environmental Impact Assessment, Environmental crime investigation etc.),

B. Technology including Execution & Infotech

(Process technology in execution of wastewater, air quality, solid waste projects and implementation of proprietary software applications with IOT devices) &

C. Research including Policy and Engineering

[climatology, Cost Benefit, advocacy, carbon capture, strategies, etc.). Techknowgreen is one of the first companies in India providing environmental IT solutions through cutting edge software applications and compliance solutions.

The company has diverse experience in handling complex environmental projects across various industries like infrastructure, chemical, automobile, healthcare, manufacturing, real estate including

projects from National/State governments. TSL serves a diverse client base which includes government, semi-government organization, MNCs, large companies, mid-size companies and MSMEs.

The Company got listed on SME platform of BSE Limited in the month of September 2023 with an IPO of INR. 16.72 Crores.

6. MATERIAL CHANGES AND COMMITMENTS

Your Company was formed by conversion of a partnership firm, 'Technogreen Environmental Solutions' into a public limited company on 2nd January 2023 in the name and style of "Techknowgreen Solutions Limited" and during the period under review it got listed on SME platform of BSE Limited in the month of September 2023 with an IPO of INR. 16.72 Crores. Apart from this there are no material changes ad commitments occurred in the Company during the preceding financial year.

7. SHARE CAPITAL

During the period under review following changes have taken place in the share capital of the company.

During the period under review your Company has increased its authorised Share Capital from INR. 5.50 Crores divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of INR. 10/- (Rupees Ten Only) each to INR. 10 Crores divided into 1,00,00,000 (One Crore) Equity Shares of INR. 10/- (Rupees Ten Only) each by passing an ordinary resolution dated 02nd May 2023 by the members of the Company.

Further the Company has allotted 3,42,466 (Three Lakh Forty-Two Thousand Four Hundred and Sixty-Six) Equity Shares by way of Private Placement dated 07th July 2023 and 19,44,000 (Nineteen Lakhs Forty-Four Thousand) Equity Shares by way of Initial Public Offer (IPO) dated 23rd September 2023.

8. INITIAL PUBLIC OFFER

During the period under review, the Company successfully completed its Initial Public Offering ("IPO") in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,

Wherein, 19,44,000 (Nineteen Lakhs Forty-Four Thousand) Equity Shares were issued by way of Initial Public Offer (IPO) dated 23rd September 2023 and INR. 16.72 Crores were raised by the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review your Company was not required to transfer any amount of unclaimed dividend to Investor Education and Protection Fund.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the period under review your Company has not made or granted any loans, guarantee and investment pursuant to the provisions of section 186 of the Companies Act, 2013 and there is no amount outstanding against the same as on 31st March 2024.

11. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During the period under review your Company does not have any Subsidiary, Joint Venture, Associate Company.

12. DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,

15. DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

2014.

13. RELATED PARTY TRANSACTIONS

During the period under review all the related party transactions entered by the Company with the related parties are in ordinary course of Business and are at arm's length price and are in accordance with the provisions of Section 188 of The Companies Act, 2013 and one transaction of Purchase of Office space from Managing Director of the Company one transaction which is not in the was approved by the members of the Company in 1st Annual General meeting held on 28th August 2023. Details of the related party transactions are mentioned in Form AOC-2 and annexed herewith as Annexure I.

14. DI RECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review following changes have taken place in the constitution of Board:

0 Appointment of Key Managerial Personnel

1. CS Vinayak Vijay Chindak (Membership No: A71144) as Company Secretary and Compliance Officer of the Company w.e.f. 08th May 2023.

Composition of board of directors as on 31st March 2023 is as following:

16. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the period under review, 11 Board Meetings were held by Board of Directors as per Section 173 of the Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

◊ NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted Nomination and Remuneration Committee w.e.f. 08th May 2023 which consists of following members

1. Mr. Vinayak Kelkar - Chairman of Committee

2. Mrs. Ronita Ghosh - Member

3. Mr. Kuntal Dave - Member

Only 1 meeting was held during the financial year on 7th July 2023 and all members were present at the meeting.

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 has been upload on the website of the Company. (Website: www.techknowgreen.com)

◊ STAKEHOLDER'S RELATIONSHIP COMMITTEE

Your Company has constituted Stakeholders Relationship Committee w.e.f. 08th May 2023 which consists of following members

1. Mr. Vinayak Kelkar - Chairman of Committee

2. Mrs. Ronita Ghosh - Member

3. Dr. Prasad Pawar - Member

Only 1 meeting was held during the financial year on 27th February 2024 and all members were present at the meeting.

18. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of Non-Independent Directors, Board as a whole was evaluated in a separate meeting of Independent Directors taking into account the views of executive Directors and non-executive Directors.

The feedback and results of the questionnaire were

collated and consolidated report was shared with

the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

19. 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 of the profit of the company for that period;

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. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively;

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.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated

periodically.

- All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

- Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

- The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

21. ANNUAL RETURN

In compliance to provisions of section 134(3)(a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act in Form No. MGT 7 shall be placed on the website of the company (www.techknowgreen.com) post ensuing Annual General Meeting.

22. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

During the period under review your company does not meet the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to the constitution of the Corporate Social Responsibility Committee and spend any amount as CSR Obligation/Expenditure. However, during the financial year 2024-25 the provisions of CSR are applicable to the Company.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following:

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. Steps taken by the company for utilizing alternate sources of energy including waste generated: The operations of your Company are not energy intensive.

iii. Capital investment on energy conservation equipment: NIL

21. ANNUAL RETURN

In compliance to provisions of section 134(3)(a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act in Form No. MGT 7 shall be placed on the website of the company (www.techknowgreen.com) post ensuing Annual General Meeting.

22. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

During the period under review your company does not meet the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to the constitution of the Corporate Social Responsibility Committee and spend any amount as CSR Obligation/Expenditure. However, during the financial year 2024-25 the provisions of CSR are applicable to the Company.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following:

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

24. BUSINESS RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology

ii. Steps taken by the company for utilizing alternate sources of energy including waste generated: The operations of your Company are not energy intensive.

iii. Capital investment on energy conservation equipment: NIL

As the company is under service consultancy

business, there is no high energy consumption

during the period under review.

B. TECHNOLOGY ABSORPTION:

i. Efforts, in brief, made towards technology absorption: None

ii. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc: Not Applicable

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a. Details of technology imported: None

b. Year of import: NA

c. Whether the technology been fully absorbed: NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: NA

iv. The expenditure incurred on Research and Development: INR. 1,26,43,936/-

innovation and productivity. The Company continues to invest in these areas. The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

26. AUDITORS

Statutory Auditors & their Report:

The members of the Company at 1st Annual General Meeting have appointed M/s Vishwas & Associates,

Chartered Accountants (FRN: 143500W) as Statutory auditor for a term of 5 years who shall hold office till conclusion of 6th Annual General Meeting of the Company and certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws have been received by the management of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Vishwas & Associates, Chartered Accountants (FRN: 143500W), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

◊ Statutory Auditors & their Report:

The members of the Company at 1st Annual General Meeting have appointed M/s Vishwas & Associates, Chartered Accountants (FRN: 143500W) as Statutory auditor for a term of 5 years who shall hold office till conclusion of 6th Annual General Meeting of the Company and certificate from the Auditors to the effect theyarenot disqualified tocontinue as statutory auditors under the provisions of applicable laws have been received by the management of the Company. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Vishwas & Associates, Chartered Accountants (FRN: 143500W), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

◊ Cost Auditor:

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

◊ Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Kulkarni Pore and Associates LLP ("Secretarial Auditors") to conduct the Secretarial Audit of your Company for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year

ended March 31, 2024, is annexed herewith as Annexure II and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force

27. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

28. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

29. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the year the Company has not failed to execute any corporate action.

30. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

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

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation.

Accordingly, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In Compliance with the provisions of section 177 of the Companies Act, 2013 applicable provisions of SEBI

Listing Regulations (SEBI LODR, 2015) , the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud.

Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's website (www.techknowgreen.com)

33. FRAUD REPORTING

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 provided in the prescribed format and annexed herewith as Annexure III to this Report. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at cs@techknowgreen.com

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report

of financial performance and results of operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of Annual report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business, risks and concerns and material developments during the financial year under review.

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The reporting of Business Responsibility and Sustainability report is not applicable to the Company for the period under review.

37. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS ETC., IF ANY

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the period under review.

38. DETAILS OF MONEY ACCEPTED FROM DIRECTOR

During the period under review the Company has not accepted money in the form of unsecured loan from the director of the Company.

39. CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

40. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders 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.