The Board of Directors ("Board"] are pleased to present the 28^th (Twenty Eighth] Annual Report of
Technocraft Ventures Limited (Formerly known as Technocraft Construction Private Limited] (Hereinafter
referred to as "the Company"] providing an overview of the business and operations of the Company
together with Annual Audited Standalone and Consolidated Financial Statements and Auditor’s Report
thereon for the Financial Year (‘FY’] ended March 31, 2026, prepared as per Indian Accounting Standards
prescribed under Section 133 of the Companies Act, 2013 ('the Act’]. This being the first report after the
Initial Public Offer ("IPO"] and listing of the equity shares on BSE Limited ("BSE"] and National Stock
Exchange of India Limited ("NSE"] (BSE and NSE hereinafter collectively referred as "Stock Exchanges"],
the Board extends a warm welcome to all our public shareholders and looks forward to your continued
trust and support in the future.

FINANCIAL PERFORMANCE

The Company’s standalone and consolidated financial performance for the year ended March 31st, 2026, is
summarized below:

(Amount in R Lakhs]

The highlights of the Company’s performance for the financial year ended 31st March, 2026 are as below:

During the financial year ended March 31, 2026, the Company recorded a robust financial performance
with significant growth in revenue and profitability. Revenue from operations on a standalone basis
increased to ^34,499.55 lakh during the financial year ended March 31, 2026, from ^27,956.40 lakh in the
previous financial year, registering a growth of approximately 23.4%. On a consolidated basis, revenue

from operations also stood at ^34,499.55 lakh as against ^27,956.40 lakh in the previous financial year,
reflecting a growth of approximately 23.4%.

Profit before tax increased significantly to ^5,866.92 lakh on a standalone basis from ^3,856.48 lakh in the
previous year, representing an increase of 52.13%. On a consolidated basis, profit before tax stood at
^5,835.59 lakh as compared to ^3,804.55 lakh in the previous year. The consolidated financial statements
also include a share of profit from associates of ^31.33 lakh (previous year: ^51.93 lakh]. The profit after
tax increased to ^4,331.50 lakh, compared with ^2,820.38 lakh in the previous financial year, reflecting a
healthy growth of approximately 53.6%.

RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS

Technocraft Ventures Limited is a multidisciplinary public infrastructure development company engaged
in the execution of turnkey Engineering, Procurement and Construction ("EPC] contracts. The Company
operate across various infrastructure segments, including Wastewater Treatment ("WWT"), Operation and
Maintenance ("O&M"] of public utilities, Water Supply Scheme Projects ("WSSPs"], electrical transmission
and distribution networks, construction of substations, road and highway works, micro tunnelling, and
sector-level urban development. The Company execute projects primarily for state governments and
government agencies across northern India, including Uttar Pradesh, Uttarakhand, Rajasthan, and the
National Capital Territory ofDelhi.

The project execution model of Company is predominantly tender-based, with contracts awarded by state
agencies, public works departments, urban local bodies, and other government bodies. We maintain a
strong presence across multiple project locations and operate through dedicated site teams aligned with
the nature and geography of individual contracts.

The Company has executed projects under key central and state-sponsored schemes including the Atal
Mission for Rejuvenation and Urban Transformation ("AMRUT"], Jawaharlal Nehru National Urban
Renewal Mission ("JNNURM"], Urban Infrastructure Development Scheme for Small and Medium Towns
("UIDSSMT"], Namami Gange Programme ("Namami Gange"], Jal Jeevan Mission ("JJM"], and Pradhan
Mantri Gram Sadak Yojana ("PMGSY"]. We also have experience in implementing infrastructure projects
funded by multilateral agencies such as the Asian Development Bank ("ADB"] and the World Bank, which
require compliance with rigorous technical and environmental standards. We thank our shareholders for
their continued trust and look forward to a period of sustained growth and success.

During the year under review, the Company continued to focus on strengthening its business operations
and laying a strong foundation for its future growth.

Subsequent to the close of the financial year, the Company successfully completed its Initial Public Offering,
and its Equity Shares were listed on BSE Limited and National Stock Exchange of India Limited on August
14, 2026. The listing marks a significant milestone in the Company’s growth journey and enhances its
visibility in the capital markets. The Company was originally incorporated as 'Technocraft Construction
Private Limited’ a private limited company under the Companies Act, 1956, pursuant to a certificate of
incorporation dated October 21, 1998, issued by the Registrar of Companies, NCT of Delhi & Haryana.
Thereafter, the name of our Company was changed from 'Technocraft Construction Private Limited’ to
'Technocraft Ventures Private Limited’ pursuant to a board resolution dated January 08,2024, and a special
resolution passed by our Shareholders on January 10, 2024, and a fresh certificate of incorporation dated
February 09, 2024, was issued pursuant to change of name, by the Registrar of Companies, Delhi.
Subsequently, our Company was converted into a public limited company pursuant to a resolution passed
by our Board of Directors dated February 16,2024, and a special resolution passed by our Shareholders on

March 13, 2024. Consequently, the name of our Company was changed to 'Technocraft Ventures Limited’,
and a fresh certificate of incorporation was issued to our Company by the Registrar of Companies, Central
Processing Centre, on June 11, 2024.

INITIAL PUBLIC OFFERING ("IPO") AND LISTING ON MAIN BOARD, BSE LIMITED ("BSE") AND
NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE")

In order to unlock further potential and unleash greater value creation for all stakeholders, the Company
came up with the Initial Public Offer ("IPO") of its equity shares. The Company successfully completed its
Initial Public Offering ("IPO") of 1,18,81,000 Equity Shares of face value of 10/- each, at an issue price of
212/- per share (including a share premium of Rs 202/- per share) comprising a Fresh Issue of 95,05,000
equity shares aggregating to Rs 201.51 crores and offer for sale of 23,76,000 equity shares by M/s. Kartikey
Constructions ("selling shareholder") aggregating to Rs 50.37 crores.

Subsequent to the end of the financial year, the Company approved and adopted the Red Herring
Prospectus ("RHP") and Abridged Prospectus dated July 30, 2026 in connection with the proposed Initial
Public Offering ("IPO") of its Equity Shares and filed the same with the Registrar of Companies, Delhi I
("RoC"), SEBI, BSE Limited, the National Stock Exchange of India Limited and such other authorities as may
be required under applicable laws. The Initial Public Offer opened on August 07,2026, and closed on August
11, 2026. The Equity Shares of the Company were listed and admitted for trading on BSE and NSE with
effect from August 14, 2026.

DIVIDEND

Your Board intends to retain its internal accrual for future business requirements and the growth of the
Company. Accordingly, your Board has not recommended any dividend during the year under review.

The Company has formulated a Dividend Distribution Policy in accordance with the Listing Regulations.
The Dividend Distribution Policy of the Company is available on the Company’s website at:
https://www.technocraftventures.com/uploads/investors/pdfs/inv_68c270f53ac4c.pdf

TRANSFER TO GENERAL RESERVE

During the Financial Year under review, no amount has been transferred to the General Reserve of the
Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

During the financial year under review and up to the date of this Report, there have been no material
changes or commitments affecting the financial position of the Company, except as stated below:

• During the year under review, the Company initiated the process of undertaking an Initial Public
Offering ("IPO”) of its Equity Shares. In this regard, the Company filed the Draft Red Herring
Prospectus ("DRHP") dated August 08, 2025, with the Securities and Exchange Board of India
("SEBI"), BSE Limited and the National Stock Exchange of India Limited. The Company received the
in-principle approvals dated October 10, 2025, from BSE Limited and the National Stock Exchange
of India Limited (together, the "Stock Exchanges") and the final observation letter dated November
25, 2025, from SEBI.

• Subsequent to the end of the financial year and up to the date of this Report, the Company approved
and adopted the Red Herring Prospectus ("RHP"] and Abridged Prospectus dated July 30, 2026, in
connection with the proposed IPO of its Equity Shares, for filing with the Registrar of Companies,
Delhi-I ("RoC"], SEBI, BSE Limited, the National Stock Exchange of India Limited and such other
authorities as may be required under applicable laws.

• Subsequently, the Company successfully completed its IPO comprising an offer of 1,18,81,000
Equity Shares of face value of ^10/- each at an issue price of ^212/- per Equity Share, including a
share premium of ^202/- per Equity Share. The IPO comprised a Fresh Issue of 95,05,000 Equity
Shares aggregating to ^201.51 crores and an Offer for Sale of 23,76,000 Equity Shares by M/s.
Kartikey Construction, the Selling Shareholder, aggregating to ^50.37 crores.

• The Equity Shares of the Company were listed on BSE Limited and the National Stock Exchange of
India Limited with effect from August 14, 2026, marking the Company’s transition to a publicly
listed entity The successful completion of the IPO and listing of the Equity Shares marked a
significant milestone in the growth and development of the Company and enabled the Company to
access the capital markets for supporting its future growth and expansion plans.

Your Directors place on record their appreciation of the confidence reposed in the Company by investors,
and reaffirm their commitment to the highest standards of corporate governance, transparency and value
creation for all stakeholders.

SHARE CAPITAL STRUCTURE

Subsequent to the close of the financial year, the equity shares of the Company were listed on the Stock
Exchanges on August 14, 2026, and the Company’s shares are compulsorily tradable in electronic form. As
on March 31, 2026, the entire (i.e. 100%] paid-up share capital of the Company, consisting of promoters
and promoter group, were in dematerialized form.

Authorized Capital

During the financial year 2025-26, there was no change in the Authorised Share Capital of the Company.
Accordingly, as on March 31, 2026, the Authorised Share Capital of the Company is ^ 40,00,00,000/-
(Rupees Forty Crore Only] divided into 4,00,00,000 (Four Crore] Equity Shares of ^ 10/- each.

Issued, Subscribed and Paid-up Capital

During the financial year 2025-26, the Paid-up Share Capital of the Company was increased from
^7,52,53,000/- (Rupees Seven Crore Fifty-Two Lakh Fifty-Three Thousand Only] divided into 75,25,300
(Seventy-Five Lakh Twenty-Five Thousand Three Hundred] Equity Shares of ^ 10/- each to ^
30,10,12,000/- (Rupees Thirty Crore Ten Lakh Twelve Thousand Only] divided into 3,01,01,200 (Three
Crore One Lakh One Thousand Two Hundred] Equity Shares of ^ 10/- each, pursuant to the allotment of
2,25,75,900 (Two Crore Twenty-Five Lakh Seventy-Five Thousand Nine Hundred] Bonus Equity Shares of
^ 10/- each, ranking pari passu in all respects with the existing Equity Shares, as approved by the Members
through a Special Resolution passed at the Extraordinary General Meeting held on May 28, 2025.

Subsequent to the end of the financial year and up to the date of this Report, the Company issued and
allotted 95,05,000 (Ninety-Five Lakh Five Thousand] Equity Shares of face value of ^10/- (Rupees Ten
only] each pursuant to its Initial Public Offering ("IPO"], in accordance with the approvals granted by the
Board ofDirectors and the IPO Committee of the Company, on August 12, 2026.

Consequently, the paid-up Equity Share Capital of the Company as on the date of this Report stands at
^39,60,62,000/- (Rupees Thirty-Nine Crore Sixty Lakh Sixty-Two Thousand only], comprising 3,96,06,200
(Three Crore Ninety-Six Lakh Six Thousand Two Hundred] Equity Shares of face value of ^10/- (Rupees
Ten only] each.

The Company has not issued shares with differential voting rights. It has neither issued employee stock
options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares
of the Company

LISTING OF SHARES

The Equity Shares of the Company got listed on BSE Limited and National Stock Exchange of India Limited
with effect from August 14, 2026.

The annual listing fees for FY 2026-27 have been paid to both the Stock Exchanges i.e., BSE and NSE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company’s Board comprises the following directors as on March 31, 2026:

During the year under review the following changes occurred in the Board ofDirectors of the Company:

1. Pursuantto a resolution passed by the Board ofDirectors at the Board Meeting held on April 14, 2025, and
on the recommendation of the Nomination and Remuneration Committee and resolution passed at the EGM
held on April 21, 2025, Mr. Sanjay Tyagi (DIN: 01446861] was reappointed as the Managing Director of the
Company, for a period of five (5] years with effect from May 10, 2025. Subsequently, the Board ofDirectors
in their meeting held on May 29, 2025, on the recommendation of the Nomination and Remuneration
Committee, he was re-designated as the Chairman and Managing Director (CMD] of the Company, w.e.f. May
29, 2025. He was further re-designated as Managing Director of the Company w.e.f. June 12, 2025, and
resigned from post the post of Chairman.

2. Pursuant to recommendation of the Nomination and Remuneration Committee and Audit Committee, Mr.
KartikeyTyagi (DIN: 09471808] was appointed as the ChiefFinancial Officer of the Company pursuant to a
board resolution passed on April 21, 2025, and was also appointed as the Whole-Time Director of the
Company for a period of five (5] years w.e.f. April 21, 2025, pursuant to a special resolution passed by the
shareholders at the EGM held on the same date.

3. The Board of Directors of the Company at its meeting held on June 10,2025 and on the recommendation of
the Nomination and Remuneration Committee, appointed Mr. Mukesh Kumar Garg (DIN: 08936325] as an
Independent Director of the Company and his appointment was approved by the shareholders through a
Special Resolution passed at the Extra-Ordinary General Meeting of the Company held on June 10, 2025, in
accordance with the provisions of Section 149(10] and other applicable provisions of the Companies Act,
2013 and the rules made thereunder.

4. Further, Ms. Monam Kapoor (DIN: 09278005] tendered her resignation from the position of Independent
Director of the Company, effective from 12^thJune, 2025 which was duly accepted by the Board of Directors.

5. In Accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Rekha Tyagi
(DIN:02556586], Executive Director of the Company, who was liable to retire by rotation, was reappointed
by the shareholders of the Company in 27th Annual General Meeting held on September 26, 2025.

Re-appointment:

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Kartikey Tyagi, (DIN:09471808], Whole Time Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The
Board recommends for his re-appointment The brief resume of the Director seeking re-appointment along
with other details as stipulated under Regulation 36(3] of the SEBI LODR Regulations and Secretarial
Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening
the ensuing AGM of the Company, forming part of the Annual Report.

During the year following were the changes in the Key Managerial Personnels of the Company:

Mr. Saket Surolia (Membership No. A-73681] was appointed as the Company Secretary and Compliance
Officer of the Company with effect from April 21, 2025, by the Board of Directors at its meeting held on
April 21, 2025, in accordance with the provisions of Section 203 of the Companies Act, 2013, read with the
applicable rules made thereunder and other applicable statutory provisions.

Subsequently, Mr. Saket Surolia tendered his resignation from the position of Company Secretary and
Compliance Officer of the Company due to personal reasons, and the same was accepted by the Board with
effect from January 17, 2026.

The Board of Directors, in its meeting held on February 09, 2026, appointed Ms. Shefali Kesarwani as the
Company Secretary and Compliance Officer of the Company with effect from February 09, 2026.

CREDIT RATING

During the financial year 2025-26, the Company was assigned a credit rating of IVR BBB-/Stable for its
long-term bank facilities and IVR A3 for its short-term bank facilities by Infomerics Valuation and Ratings
Private Limited. The assigned ratings reflect the Company's satisfactory financial profile, prudent financial
discipline, and its ability to meet its financial obligations in a timely manner. The long-term rating of IVR
BBB-/Stable indicates a moderate degree of safety regarding the timely servicing of financial obligations
and is considered to have moderate credit risk, while the short-term rating of IVR A3 indicates adequate
degree of safety with respect to the timely payment of short-term financial obligations.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3] (a] and Section 92(3] of the Act read with Rule 12 of the
Companies (Management and Administration] Rules, 2014, the extract of the Annual Return of the
Company for the Financial Year 31st March, 2026 is uploaded on the website of the Company and can be
accessed at https://www.technocraftventures.com/annual-return

MEETING OF THE BOARD OF DIRECTORS

During the Financial Year 2025-26, 31 (Thirty-One] Board meetings were held. The number of meetings of
the Board and various Committees of the Board including attendance, composition etc. are set out in the
Corporate Governance Report which forms part of the Annual Report. The intervening gap between
consecutive meetings was not more than one hundred and twenty (120] days as prescribed by the
Companies Act, 2013 and applicable provisions.

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements] Regulations, 2015, separate Meetings of the Independent Directors of the
Company was also held on February 09, 2026, without the presence of Non-Independent Directors and
members of the management, to inter alia review the performance of Non Independent Directors and the
Board as a whole, the performance of the Chairperson of the Company, taking into account the views of
Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and
timeliness of flow of information between the Company Management and the Board.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act, your Company has duly constituted a
Corporate Social Responsibility (‘CSR’] Committee. As on March 31, 2026, CSR Committee comprised Ms.
Bhawna Saunkhiya (Independent Director] as Chairperson and Mr. Sanjay Tyagi (Managing Director]
and Mr. Kartikey Tyagi (Whole-time Director & ChiefFinancial Officer] as members of the Committee.

In compliance with Section 135 of the Act, along with the Companies (Corporate Social Responsibility
Policy] Rules, 2014 ('CSR Rules’], the Board of Directors have adopted a CSR policy which is in line with the
provisions of the Act and such can be accessed at
https://www.technocraftventures.com/uploads/investors/pdfs/inv_68c270f539399.pdf

The other details of the CSR Committee including number & dates of meetings of Committee held during
the FY 2025-26 and attendance thereat are given in the "Report on Corporate Governance", forming part of
this Annual Report.

As a responsible corporate citizen, our Company plays a vital role in the nation’s sustainable and inclusive
growth. Our CSR initiatives focus on promoting healthcare facilities; empowering under privileged
communities through education and gender equality; and ensuring environmental sustainability.

A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company and the report on
CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility
Policy] Rules, 2014, is appended as 'Annexure-A' to this Report.

CORPORATE GOVERNANCE

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015 ("SEBI Listing Regulations"], the Corporate Governance Report forms a separate section
of this Annual Report. During FY 2025-26, the provisions relating to Corporate Governance under the SEBI
Listing Regulations were not applicable to the Company. However, the Company has voluntarily presented
the Corporate Governance Report as a matter of good governance, transparency and accountability

The Company has complied with the requirements of the SEBI LODR Regulations regarding corporate
governance. In compliance with Regulation 34(3] of the SEBI LODR Regulations, a report on corporate
governance for the financial year under review is presented in a separate section and forms an integral part
of the Annual Report. The requisite certificate from M/s R&D Company Secretaries, Secretarial Auditors,
confirming compliance with the conditions of Corporate Governance is attached.

COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY

As on March 31, 2026, the Board of Directors has constituted the following committees, in terms of the
provisions of the Companies Act, 2013 and rules made thereunder and the SEBI (LODR] Regulations:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders’ Relationship Committee;

d. Corporate Social Responsibility Committee;

e. Risk Management Committee; and

f. IPO Committee.

Details of terms of reference, composition of the Committees, and the number of meetings held and
attendance of various members at such meetings etc., are provided in the Corporate Governance Report,
which forms part of this Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements], Regulations, 2015 read with Part D of Schedule II, the Board on
recommendation of Nomination and Remuneration Committee (NRC] of the Company has formulated
"Company’s Policy on Appointment and Remuneration of Directors" which deals with appointment and
remuneration ofDirectors, Key Managerial Personnel and Senior Management Personnel.

Further, Section 134 of the Act stipulates that the Board’s Report of the company is required to include a
statement on company’s policy on Appointment and Remuneration of Directors including criteria for
determining qualifications, positive attributes, independence of director and remuneration for KMPs and
other employees ("the Policy"]. Provided further that where the policy is made available on the company’s
website, it shall be sufficient compliance of the requirements under such clauses if salient features of the
policy and changes therein are specified in brief in this report and the web address is indicated therein at
which the complete policy is available. The said policy is available on the website of the Company and web-
link thereto is https://www.technocraftventures.com/investor.

The salient features of the Policy, inter alia, include the following:

(a] to recommend the remuneration of the Directors, KMPs, and SMps to the Board;

(b] to ensure that the level and composition of the remuneration is reasonable and sufficient to attract,
retain and motivate senior management of the quality required to run the company successfully;

(c] to ensure that the remuneration of Directors, KMPs, and Senior Management Personnel involves a
balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals;

(d] to lay down criteria and terms and conditions with regard to identifying persons who are qualified to
be appointed to the position of Directors, KMPs and Senior Management Personnel, and to determine their
remuneration;

(e] to achieve a performance-driven culture that generates organizational growth;

(f] to attract, retain and motivate the best talent to run the business efficiently and effectively;

(g] to ensure the financial and operating performance of the Company over the preceding three years is
considered while determining the remuneration;

(h] to ensure there is a principle of proportionality while determining the remuneration; and

(i] to provide clear focus and measurement on key objectives with a meaningful link to rewards
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or advances in the nature of loans and has not provided guarantees
or security. The details of investments made by the Company as 31st March, 2026 are provided in the note
no. 7 to the Audited Standalone Financial Statements. Further, the Company has not given any guarantee
to any person during the financial year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE
COMPANIES ACT, 2013

All related party transactions are placed before the Audit Committee for its review and further
recommendation to the Board for its approval. Wherever applicable, approval is obtained for related party
transactions which are of repetitive nature and / or entered in the ordinary course of business and are at
arm’s length basis.

During the year under review, all the related party transactions entered into were on an arm’s length basis
and in the ordinary course of business. The disclosure of Related Party Transactions as required under
Section 134(3) (h) of the Act read with Rule 8(2) of the Accounts Rules in the prescribed Form AOC-2 as
per the Companies (Accounts) Rules, 2014 is enclosed as an integral part of this report as 'Annexure B' to
this Report. As per the provisions of the Act and Regulation 46(2)(g) of the SEBI LODR Regulations, your
Company has formulated a policy on Related Party Transactions which is available on Company’s website
at the link

https://www.technocraftventures.com/uploads/investors/pdfs/inv_6a689765916e9.pdf

The details of the Related Party Transactions are set out in the Note-37 to the Standalone Financial
Statements forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees’
remuneration, the percentage increase in remuneration, as required under the provisions of Section
197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this Report as 'Annexure-C'.

Disclosures relating to remuneration and other details as required under Section 197(12] of the Act read
with Rules 5(2] and 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel]
Rules, 2014, a statement showing top ten employees in respect of their remuneration and a statement
showing the names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules is annexed as 'Annexure-D'.

ASSOCIATE COMPANIES

As on March 31, 2026, the Company does not have any subsidiaries but the company has invested in a
partnership firm namely TESPL LRS TCPL JV (Partnership Firm] which is an associate of the company as
the company holds 26% share in TESPL LRS TCPL JV, whose share of profit is considered in the Restated
Consolidated Financial Information.

TESPL LRS TCPL JV

The Company had entered into a joint venture agreement with M/s Trenchless Engineering Services
Private Limited and M/s L.R. Sharma & Co. for forming a consortium under the name TESPL-LRS-TCPL JV.
This joint venture was constituted to jointly execute a project awarded by the Delhi Jal Board for the
replacement of transmission mains emanating from the Bhagirathi Water Treatment Plant. The Company
is holding 26% share in the profits and losses of the firm.

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section
129(3] of the Act read with the applicable Indian Accounting Standards. As required under the Indian
Accounting Standards, issued by the Institute of Chartered Accountants of India (‘ICAI’], the Audited
Consolidated Financial Statements of the Company, are included in this Annual Report. Further, a separate
statement containing the salient features of financial statements, performance and financial position of the
Company’s associate company, in the prescribed Form AOC-1, is appended as 'Annexure E' to this Board
Report. In accordance with Section 136 of the Act, the audited financial statements, including the
consolidated financial statements and related information of the Company are available on the company’s
website viz. https://www.technocraftventures.com/investor.

During the financial year under review, there are no companies which have become or ceased to be
subsidiaries and/ or associate of the Company.

AUDITORS

Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act read with the Companies (Audit & Auditors]
Rules 2014, M/s. Rishi Kapoor & Company, Chartered Accountants (Firm Reg. No. 006615C], Statutory
Auditors of the Company will be completing their tenure at the ensuing 28th AGM of the Company. Based
on the recommendation of Audit Committee in its meeting held on July 15, 2026, the Board of Directors at
its meeting held on July 15, 2026, has recommended the re-appointment of M/s. Rishi Kapoor & Company,
Chartered Accountants (Firm Reg. No. 006615C], as the Statutory Auditor of the Company for another term
of five years, i.e. from the conclusion of 28th AGM until the conclusion of 33rd AGM to be held in financial
year 2030-2031. The said re-appointment is subject to approval of the shareholders. M/s. Rishi Kapoor &
Company, Chartered Accountants, have given their consent for the proposed re-appointment as Statutory
Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the Company. They
have further confirmed that the said re-appointment, if made, would be within the prescribed limits under

Section 141 of the Companies Act, 2013 and are not disqualified for appointment as the Statutory Auditors
of the Company.

The auditor has not made any observation, qualification, reservation or adverse remarks in the auditor
report so no comments are required from your directors pursuant to Section 134(3](f] of the Companies
Act, 2013.

The Auditors’ Report with notes to accounts are self-explanatory and, therefore, do not call for further
comments. The Audit Report does not contain any qualification, reservation or adverse remarks.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel] Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the
Board has based on the recommendation of Audit Committee, on September 01, 2025, appointed Mr.

Debabrata Deb Nath, Managing Partner of M/s. R & D Company Secretaries, a peer reviewed firm of
Company Secretaries in Practice, as the Secretarial Auditor of the Company, for a term of 5 (five]
consecutive financial years, commencing from April 01, 2025 to March 31, 2030. Further, Shareholders of
the company at its 27^th AGM held on September 26, 2025, has approved the Appointment of Mr. Debabrata
Deb Nath, Managing Partner of M/s R & D Company Secretaries, a peer reviewed firm of Company
Secretaries in Practice, as Secretarial Auditors of the Company for a period of five years, i.e., from April 01,
2025, till March 31, 2030, to conduct the Secretarial Audit of the Company and to furnish the Secretarial
Audit Report.

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed and marked as
'Annexure F' to this Report. There are no qualifications, reservations or Annual Report adverse remarks
made by Secretarial Auditors in their Report except the following:

• During the period under review, there were instances of inadvertent delays in filing certain routine
statutory e-forms with the Registrar of Companies (RoC). However, the Company has taken corrective
action and subsequently ail such pending e-forms have been filed with additional fees as on date of this
report.

The Board of Directors have taken note of the Observation made by secretarial Auditor in its report and
has taken corrective action and subsequently all such pending e-forms have been filed with additional fees
as on date of this report and ensures adherence to Corporate Governance.

Cost Auditor

The Company is required to maintain cost records as specified by the Central Government under Section
148(1] of the Act and accordingly, such accounts and records have been duly made and maintained by the
Company in compliance with the provisions of the Act.

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records
conducted by a Cost Accountant in practice.

In compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and
Audit] Rules, 2014, M/s Jatin Sharma & Co., Cost Accountants (Firm Registration No. 101845], Cost
Accountants, were reappointed to carryout Audit of Cost Records of the Company for the FY 2025-26. The
Cost Auditors have issued their unqualified report for the financial year 2025-26, which has been taken on
record by the Audit Committee and the Board of the Company at their Meeting held on July 15, 2026. The

Board of your Company on the basis of the recommendation of the Audit Committee, at its meeting held on
July 15,2026, had approved the re-appointment of M/s Jatin Sharma & Co., (Firm Registration No. 101845],
Cost Accountants, as the Cost Auditors for the Financial Year ending March 31, 2027. Requisite proposal
seeking ratification of remuneration payable to the Cost Auditor for the FY 2026-27 by the Members as per
Section 148 read with Rule 14 of Companies (Audit and Auditors] Rules, 2014, forms part of the Notice of
ensuing Annual General Meeting.

Internal Auditor

M/s. Sakshi Sharma & Associates, Chartered Accountants (Firm Registration No. 035088C], acted as the
Internal Auditor of the Company for the Financial Year 2025-26. During the year, the Internal Auditor
conducted the internal audit in accordance with the approved audit plan and periodically submitted its
reports and findings, including significant observations, if any, and the status of follow-up actions, to the
Audit Committee. Based on the recommendation of the Audit Committee at its meeting held on April 01,
2026, the Board of Directors, at its meeting held on the same day, re-appointed M/s Sakshi Sharma &
Associates, Chartered Accountants (Firm Registration No. 035088C], as the Internal Auditor of the
Company for the Financial Year 2026-27 and approved the scope of internal audit and the Internal Audit
Plan for the said financial year.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of
Directors (SS-1] and General Meetings (SS-2] issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

As the Company does not have any manufacturing activities, particulars required to be disclosed with
respect to the conservation of energy and technology absorption in terms of Section 134(3](m] of the
Companies Act, 2013, read sub rule (3] of the rule 8 of the Companies (Accounts] Rules, 2014, are not
applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

a] Earnings: nil

b] Outgoings: nil

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

The Company has in place a robust Vigil Mechanism and Whistle-blower Policy in line with the provisions
of the Companies Act and the Listing Regulations. The policy enables the Employees and Directors to raise
and report concerns about unethical behaviour, actual or suspected fraud or any violation of the Code of
Conduct or ethics policy. This Policy safeguards whistle-blowers from reprisals or victimization. Further
during the year under review, no case was reported under the Vigil Mechanism. In terms of the said policy,
no personnel have been denied access for making disclosure or report under the Policy to the Audit
Committee of the Board. The Policy is available on the Company’s website and can be accessed at
https://www.technocraftventures.com/investor

RISK MANAGEMENT

The Company has developed and implemented a risk management framework designed to identify, assess
and mitigate risks appropriately. The Company has in place a risk management policy and the same is
periodically reviewed by the Board.

The Board of Directors of the Company on 29^th May, 2025, approved the Risk Management Policy and
Constitute the Risk Management Committee. The current constitution of the Risk Management Committee is
as follows:

The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

(u] Review of strategic risks arising out of adverse business decisions and lack of responsiveness to
changes;

(b] Review of operational risks;

(c] Review of financial and reporting risks including Cybersecurity risks;

(d] Review of compliance risks;

(e] review or discuss the Company's risk philosophy and the quantum of risk, on a broad level, that the
Company, as an organization, is willing to accept in pursuit of stakeholder value;

(f] Review the extent to which management has established effective enterprise risk management at the
Company;

(g] inquiring about existing risk management processes and review the effectiveness of those processes in
identifying, assessing and managing the Company's most significant enterprise-wide risk exposures;

(h] Review the Company's portfolio of risk and consider it against its risk appetite by reviewing the
integration of strategy and operational initiatives with enterprise-wide risk exposures to ensure risk
exposures are consistent with the overall appetite for risk, and

(i] Review periodically key risk indicators and management response thereto.

The Board of Directors has remained proactive in closely monitoring market trends, regulatory
developments, and government policies relevant to the Company’s business operations. This approach
enables the Company to anticipate potential challenges and mitigate emerging risks in a timely manner. By
staying well-informed and responsive to external developments, the Board ensures that the Company is
better positioned to navigate uncertainties and protect its long-term interests.

The Company remains fully committed to maintaining a robust and dynamic risk management framework
that is aligned with its strategic goals and compliant with all applicable regulatory requirements, thereby
safeguarding the interests of its shareholders and other stakeholders.

The Risk management policy can be accesses on the Company’s Website at the link:
https://www.technocraftventures.com/uploads/investors/pdfs/inv_68c270f542069.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3](c]of the Companies Act, 2013 with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

a] In the preparation of the annual accounts for the financial year ended on 31^st March, 2026 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 as at March 31,2026 and of the profit and loss 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 the Companies Act, 2013 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;

e] The directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

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.

DECLARATION BY INDEPENDENT DIRECTORS

During the financial year 2025-26, all the Independent Directors of the Company have submitted the
declaration of independence, pursuant to the provisions of Section 149(7] of the Companies Act, 2013 ("the
Act"] and Regulation 25(8] of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements] Regulations, 2015 ("Listing Regulations"], confirming that they meet the criteria of
independence as provided in sub- section (6] of Section 149 of the Act read with Regulation 16(l](b] of
Listing Regulations and have also complied with the code of conduct for Independent Directors prescribed
in Schedule IV to the Act.

Further, as per Regulation 25(8] of the Listing Regulations, the independent directors have stated that they
are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgment and without
any external influence.

The Independent Directors have also confirmed that in terms of Rule 6(3] of the Companies (Appointment
and Qualification of Directors] Rules, 2014, they have registered themselves with the Independent
Director’s database as prescribed under the Act.

In the opinion of the Board, all the independent directors of the Company are person of integrity and
possess relevant expertise and experience (including the proficiency] and fulfils the conditions specified in
the Companies Act, 2013 and the rules made thereunder read with the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements] Regulations, 2015 and they are independent of the
management of the Company.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV of the Act and Regulation 25(3] of the Listing Regulations,
during the FY 2025-26, separate meeting of the Independent Directors of the Company was held on
February 09, 2026, without the attendance of members of the Management. The Independent Directors
reviewed the performance of Non-Independent Director, the Board as a whole and the performance of
chairman, after taking into account the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information between the Company Management
and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION

In accordance with the criteria laid down by the Nomination and Remuneration Committee (‘NRC’], a
formal evaluation of the performance of the Board, its Committees, Individual Directors and the
performance of the chairman was carried out during the Financial Year 2025-26. The Board evaluation
framework has been designed in compliance with the requirements specified under the Act. The
Independent Directors of your Company, in a separate meeting, evaluated the performance of the Non¬
Independent Director along with the performance of the Board/Board Committees and performance of the
Chairperson, based on criteria recommended by the NRC, which were inter alia based on the 'Guidance
Note on Board Evaluation’ issued by the SEBI. A report on such evaluation done by the Independent
Directors was taken on record by the Board and further your Board, in compliance with requirements of
the Act, evaluated performance of all the Directors, Board/Board Committees based on various parameters
including attendance, contribution etc.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board Familiarisation Programme comprised of sessions on business, functional issues, paradigm of
the Industry, Strategy session, key changes in regulatory framework and industry updates. To familiarize
the Directors with strategy, operations and functions of the Company, the senior managerial personnel
make presentations about updates on applicable laws and their amendments, Related Party Transactions
and duties responsibilities and liabilities of Independent Directors, Industry Update, Broadcasting sector,
challenges and strategy of the business. The Independent Directors are taken through an induction and
familiarisation Programme when they join the Board of your Company. The induction programme covers
the Company’s history, background of the Company, the Industry and its growth over the last few years,
various milestones in the Company’s existence, the present structure and an overview of the business and
functions. The Board, including all Independent Directors are provided with relevant documents, reports
and internal policies to enable them to familiarise with the Company’s procedures and practices from time
to time besides regular briefing by the members of the Senior Management Team. The details of
familiarisation program can be viewed in the Investor section of Company’s website at the link
https://www.technocraftventures.eom/frontend/pdfs/FAMILIARISATTON-PROGRAMME-FOR-
INDEPENDENT-2026.pdf

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System, which is commensurate with the size, scale and
complexity of its operations. The system involves adopted policies and procedures regarding financial and
operating functions for ensuring the orderly and efficient conduct of its business including adherence to
Company’s assets, prevention & detection of frauds and errors and timely preparation of reliable financial
information. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies.
Significant audit observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.

Clause (e] of Sub-section 5 of Section 134 explains the meaning of the term, "internal financial controls" as
"the policies and procedures 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."

Your directors are of the view that there are adequate policies and procedures in place in the Company so as
to ensure:

(1] the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;

(2] provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and

(3] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial
statements.

M/s. Rishi Kapoor and Company, the Statutory Auditors of Company, have audited the financial statements
included in this annual report and have issued an attestation report on the Company’s internal control over
financial reporting (as defined in section 143 of Companies Act, 2013], As of March 31,2026, the Company’s
internal financial controls were adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal] Act, 2013 (POSH Act] and the Rules made thereunder, the Company has in place
a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at
workplace. The Company has constituted Internal Committee(s] (ICs] to redress and resolve any
complaints arising under the POSH Act. Details of complaints received during the year under review are as
follows:

a. Number of complaints of sexual harassment filed during the Financial Year: Nil

b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90 days: NA

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance
with applicable laws.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(3] of the SEBI LODR Regulations, Management Discussion and Analysis Report
for the year under review, is presented in a separate section and forms an integral part of the Annual
Report.

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (‘NSDL’] and Central
Depository Services (India] Limited (‘CDSL’], the Depositories, for facilitating the members to trade in the
fully paid-up Equity Shares of the Company in Dematerialized form. The Annual Custody fees for the
Financial Year 2026-27 have been paid to both the Depositories.

REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent (‘RTA’] of the Company is Bigshare Services Private Limited. The
Registered office of Bigshare Services Private Limited is situated at S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai - 400093, Maharashtra.

GREEN INITIATIVE

Your Company has implemented the "Green Initiative" to enable electronic delivery of

notice/documents/annual reports to shareholders. The Annual Report for the financial year 2025-26 and
Notice of the 28^th Annual General Meeting are being sent to all members electronically, whose e-mail
addresses are registered with the Company/ Depository Participant^]. Members may note that the Notice
and Annual Report 2025-26 is also available on the Company’s website

https: / /www.technocraftventures.com / and websites of the Stock Exchanges i.e. BSE Limited and National
Stock Exchange oflndia Limited at www.bseindia.com and www.nseindia.com respectively.

The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and
Securities and Exchange Board of India, from time to time. The e-voting facility is being provided to the
members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant
to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration] Rules, 2014. The instructions for e-voting are provided in the notice of this 28th Annual
General Meeting.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions on these matters during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares to the employees or directors of the Company.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operation in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• No change in the nature ofbusiness of the Company.

• No proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• No instance of one time settlement with any Bank or Financial Institution.

• During the year under review, the Company was not required to transfer any amount to Investor
Education and Protection Fund.

INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm
and unstinting efforts of the employees have enabled the Company to remain competitive and relevant in
the industry.

ACKNOWLEDGMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will
do so in future. Your Directors value the professionalism and commitment of all employees of the Company
and place on record their appreciation of the contribution made by employees of the Company at all levels
that has contributed to your Company’s success. Your Directors acknowledge with sincere gratitude the co¬
operation and support extended by the Central and State Governments and other stakeholders including
employees, subscribers, vendors, bankers, investors, service providers/partners as well as other
regulatory and government authorities. Your Board also takes this opportunity to express its deep
gratitude for the continued co-operation and support received from its valued stakeholders.

For and on behalf of the Board of Directors of
Technocraft Ventures Limited

(Formerly known as Technocraft Construction Pvt Ltd]

Sd/- Sd/-

Date: September 05, 2026 Sanjay Tyagi Kartikey Tyagi

Place: Noida Managing Director Whole-time Director & CFO

DIN:01446861 DIN:09471808