RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

The Standalone financial statement of company has net loss of Rs. 1.86/- (in lakhs) during the current year and the Consolidated statement of Company has net loss of Rs. 6221.93 (in lakhs) during the current year.

The Directors are hopeful for better performance in the future. The company continues to maintain liquidity during the current financial year. The company maintains sufficient cash to meet the short term requirements.

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the general reserves.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

No material changes have occurred from the date of close of the financial year till the date of this Report, in the nature of business.

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

WEBSITE FOR THE ANNUAL RETURN

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act'), in the prescribed form, which will be filed with Registrar of Companies/MCA, shall be hosted on the Company's website and can be accessed at www.techassoinfra.com

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

Except as disclosed elsewhere in the Report, No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which might affect the financial position of the Company.

SUBSIDIARY

The Company has wholly owned Subsidiaries viz. Avees Trading and Finance Private Limited and BPC Tradecom Private Limited. The Statement containing the salient features of financial statements of the Company's subsidiary is set out in Annexure I to this report (AOC-1).

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard AS-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investment in Associates, the audited consolidated financial statement is provided in the Annual Report.

SHARE CAPITAL

The Company's authorized Share Capital as well as paid up share capital at present stands at Rs. 3.00 Crores.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the Directors confirm that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and no material departures have been made therefrom.

(b) The directors have 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 31^st March, 2024 and of the profit of the company for the year ended on that date.

(c) The directors have 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 annual accounts were prepared on a ‘going concern' basis.

(e) The directors have laid down effective internal financial controls to consistently monitor the affairs of the company.

(f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and the same are adequate and operating effectively.

DIRECTOR AND KEY MANAGERIAL PERSONNEL AND CHANGE AMONG THEM

a) Retirement by rotation

In accordance with the Articles of Association of the Company and Section 152 of the Act, Mr. Bhal Chandra Khaitan (DIN: 00343007) shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board recommends his re-appointment. A brief resume of the Director being reappointed as required under Regulation 36(3) of the Listing Regulations and the Secretarial Standards on General Meetings forms a part of the Notice convening the ensuing 39^th Annual General Meeting.

b) Changes in Directors and Key Managerial Personnel

As on the date of this report, the following are the designated Key Managerial Personnel of the Company:

1. Mrs. Manju Agarwal Whole Time Director

2. Mr.Ramesh Kumar Saraogi Chief Financial Officer

3. Ms. Sonu Pugalia Company Secretary & Compliance Officer

NUMBER OF MEETINGS OF THE BOARD

The Board met 4 (Four) times during the Financial Year 2023-24, viz., on 29^th May, 2023; 12^th August, 2023; 30^th October, 2023; and 29^th January 2024.

PUBLIC DEPOSITS

Your company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has in line a Whistle Blower Policy/ Vigil mechanism for directors, employees and stakeholders for reporting genuine concerns about any instance of any irregularity or misconduct. The details of the mechanism are posted on the website of the company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year company has not granted loans or given any guarantee.

RISK MANAGEMENT POLICY

During the year, the Directors have developed and implemented a Risk Management Policy for the Company for the purpose of identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contracts/arrangements/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

Your Director draws attention of the member to Note 21 to the financial statement which set out related party transaction and the material transactions are stated in Form AOC-2 enclosed as Annexure II to this report.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls commensurate with its size, scale and complexity of its operations, The Company has policies and procedure in place to properly and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records in a timely and reliable manner.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure - III.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act, read with rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure - IV and forms part of this report.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s Mamta Jain & Associates, Chartered Accountants, (Firm Reg. No.: 328746E) were appointed in the 37^th Annual general Meeting as Statutory Auditors of the company for a period of five years to hold office till the conclusion of the 42th Annual General Meeting.

The Auditor's Report on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2024 forms part of this Annual Report and there are no qualifications, reservations, adverse remarks or disclaimer made by the statutory auditors in their report.

RESPONSE TO AUDITOR'S REPORT

There are no observations, reservations or qualifications or adverse remark in any of the aforesaid reports.

SECRETERIAL AUDITOR

The Board has appointed CS Shruti Agarwal (M. No. 38797, CP. No. 14602), Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In addition to the above, pursuant to regulation 24A (2) of the Listing Regulations, 2015, disclosure for non-applicability of Annual Secretarial Compliance Report for the financial year ended 31 March 2024 has been submitted with the stock exchanges within the given timeframe. The disclosure of the same is available at Company's website.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS FROM COMPANY SECRETARY IN PRACTICE

A certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority, has been received from Ms. Shruti Agarwal (M. No. 38797, CP No. 14602), Company Secretary in Practice and the same is annexed to this report as Annexure VI.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT 2013

Your Director further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations is presented in separate section and is annexed to this report as Annexure VII.

CORPORATE GOVERNANCE

This is in reference to the captioned subject in connection with the non-applicability of Regulations 27(2) of SEBI (LODR) Regulations, 2015. We respectfully submit that as the Company does not falls under criteria as specified under the Regulations 15 (2) of SEBI (LODR) Regulations, 2015 and the paid up equity share capital and net worth of the Company is below Rs. 10 Crores and 25 Crores, respectively as on 31st March, 2024.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

CORPORATE SOCIAL RESPONSIBILITY

Since the company's net worth does not exceed Rs 500 crores or company's turnover does not exceed Rs 1000 crores or the company's net profit does not exceed Rs 5 crores for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

DETAILS RELATING TO MATERIAL VARIATIONS

The listed entity has furnished an explanation for the deviation/ variation in use of proceeds of an issue as specified in Regulation 32(4) of the Listing Regulations and details of the same has been hosted at company's website at www.techassoinfra.com

COST AUDIT

Cost Audit is not applicable to your Company as per the provisions of Section 148 of the Act.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities. The composition, terms of reference, attendance of directors at the meetings of all the above Committees have been maintained as per the rules.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

CERTIFICATE UNDER UNDER REGULATION 17(8) OF LISTING REGULATIONS

The CFO and whole-time director certificate on the adequacy and correctness of financial statements of the Company as required under Regulation 17(8) of Listing Regulations is annexed to the Report as Annexure-VIII

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Fair Disclosure Code”) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company's securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company.

GENERAL

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

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

ii)Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for all the shareholders, customers, and business associates for reposing their trust and confidence in the Company. Your Directors would also take this opportunity to express their appreciation for hard work and dedicated efforts put in by the employees and for their untiring commitment; and the entire senior management for continuing success of the business in difficult times. Your Directors further take this opportunity to record their gratitude to Ministry of Corporate Affairs (‘MCA'), and other governmental and regulatory authorities for their support, guidance and co-operation from time to time.