Trigyn Technologies Ltd

2. COMPANY'S PERFORMANCE

During the year under review on a standalone basis your company achieved Total Revenue of 17,526.55 lakhs as compared to 17,251.95 lakhs in the previous year. The net profit on standalone basis stood at 651.06 lakhs as compared to 430.17 lakhs in the previous year.

During the year under review on a consolidated basis your company achieved Total Revenue of 127,966.23 lakhs as compared to 1,27,272.44 lakhs in the previous year. The net profit on consolidated basis stood at 1,996.33 lakhs as compared to 3,467.72 lakhs in the previous year.

For the year ended March 31, 2024 on standalone basis EPS stood at 2.11/- and on Consolidated basis EPS stood at 6.48/-.

3. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 is 307,857,360 divided into 30,785,736 equity shares of 10/- each. The paid-up share capital of the Company held by the Promoters is 44.51% as on March 31, 2024, all in dematerialized form.

The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of 10 each, ranking pari -passu.

4. DIVIDEND

In view to conserve cash / resources for the growth / future expansion, your directors have not recommended any dividend for the year under review.

5. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

6. TRANSFER TO RESERVES

The Board of Directors has decided to transfer NILamounttoGeneralReserveinthefinancial . year 2023-2024

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer unpaid/unclaimed dividend, shares to the Investor Education and Protection Fund (IEPF) Authority of the Central Government of India.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between the end of the financial year and as on the date of report.

9. HUMAN RESOURCE MANAGEMENT

Human Resource has always been the prime focus at Trigyn. The organization strongly believes that human resources are the key factor to achieve success in the business. At Trigyn we recruit, train and recompense people according to a strategy that aims to organize our businesses effectively; accelerate development of our people; grow and strengthen our leadership capabilities; and enhance employee performance through strong engagement. Regular feedback is obtained from every participant to determine whether the training is effective, or any further training is needed.

To cater to the efficiencyof the employees, Trigyn aids them in Certification. Trigyn also provides online courses for the employees so that they can perform more efficiently.

Trigyn deploys its intellectual capability across the globe to create and deliver IT solutions that make a positive business impact for its customers. The key resource to make this happen is the talent within the organization. At Trigyn, we believe in nurturing our employees and hence undertake HR programs that focus on all aspects of the lifecycle of an employee which helps us attract and retain our best talent. The company continues to grow its global scale and footprint with a diverse talent base of employees, deployed across the globe. Efficient systems, processes and continuous investments in technology help the company manage this complexity of a large, distributed and diverse workforce.

10. SEXUAL HARASSMENT AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Sexual Harassment Committee, through which we address complaints of sexual harassment at the workplace. The Company has zero tolerance for sexual harassment at workplace and thus has adopted a policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2023-2024, the Company has received no complaints on sexual harassment.

11. PARTICULARS OF EMPLOYEES

*Mr. A.R Ansari was an Independent Director upto 31^st January 2024

** Mr. Ishwar Halalli, Mr. Syed Ahmed Sultan, and Mr. Vijay Mallya were appointed as an Independent Director through Postal Ballot with effect from January 06, 2024.

*Mr. A.R Ansari was an Independent Director upto 31^st January 2024.

** Mr. Ishwar Halalli, Mr. Syed Ahmed Sultan, and Mr. Vijay Mallya were appointed as an Independent Director through Postal Ballot with effect from January 6, 2024.

# Includes Sitting Fees Rs. 1.40 Lakhs & Consultancy Fees (in Professional Capacity) Rs. 40.00 Lakhs. ## The above percentage increase in the remuneration excludes reimbursement of expenses and continuity pay for FY 2023-24 Rs. 10 Lakhs each to Mr. Amin Bhojani & to Mr. Mukesh Tank.

*** Mr Dilip Hanumara was CEO upto November 30, 2023.

Sitting Fees has increased from Rs. 20,000 to Rs. 35,000 during the year w.e.f August 2023. c. Percentage increase in the median remuneration of employees in the financial year ended March 31,

There was an increase of 7.49 % in remuneration of employees other than managerial personnel against 4.69 % increase in remuneration of managerial personnel. There has been no exceptional remuneration increase for managerial personnel. f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company. g. The statement containing particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report and is available on the website of the Company at under Investor section, Financial Reports. In terms of the proviso to section 136 (1) of the Act, the reports and accounts are being sent to the shareholders excluding the aforesaid Annexure. Shareholders interested in obtaining this information may access the same from the Company website or send a written request to the Company.

In accordance with Section 136 of the Companies Act, 2013, the annexure is open for inspection at the

Registered Office of the Company during business hours on all working days, 21 days before the Annual

General Meeting and copies may be made available in request. h. Further In terms of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 -

1. No employees were employed throughout the financial year, were in receipt of remuneration for that year which, in the aggregate, was more than One Crore and Two lakh rupees per annum.

2. No employees were employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was more than Eight Lakh and Fifty Thousand Rupees per month.

3. No employees were employed throughout the financial year or part thereof, who were in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

12. CERTIFICATIONS ON ISO STANDARDS AND QUALITY FRAMEWORKS

Your Company continues its journey of delivering value to clients through its rigorous discipline in adhering to ISO Standards and Quality Frameworks. Sustained commitment to the highest levels of quality and robust information security practices helped the Company attain significant milestones during the year.

Your Company has adopted and achieved the following international standards and process improvement framework for process definition and improvement:

ISO 9001-2015

ISO 27001:2022

ISO 20000-1:2018

ISO 14001:2015

Capability Maturity Model Integration (CMMI) Dev V2.0 Maturity Level 5

Your Company has a strong mechanism for taking feedback from the Customers through satisfaction surveys. The feedback is analyzed across multiple dimensions to drive improvement in Customer experience.

13. STATE OF COMPANY'S AFFAIRS Strategy

Our strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while generating profitablegrowth for our investors. During the year, we continued to work on our vision and strengthened focus on our core competence area of IT services. We also introduced a number of strategies for the overall growth and productivity of the Company. The following are some of the broad areas covered by these initiatives:

Cost optimization

A series of measures have been initiated to yield a high level of cost optimization. This includes increasing the offshore effort ratio, deploying people in right jobs and eliminating unnecessary costs.

Enhancing sales productivity

There is a considerable focus on the sales team for the purpose of acquiring large and profitable project. A new sales team is in place to bring more revenue yielding opportunities.

Delivery

The Delivery team has been strengthened further and it has started showing immediate results in the form of positive feedback from customers. Our strategy is to leverage software-based automation to deliver solutions and services to our clients in the most cost-effective manner, while at the same time optimizing our cost structure to remain competitive.

14. SUBSIDIARY COMPANIES

The Company has 8 subsidiaries as on March 31, 2024. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014, as amended from time to time, a statement containingsalientfeaturesofthefinancialstatements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b. they 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 at the end of the financial year and of the profit of the Company for that period; c. they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the

Company's internal financial controls were adequate and effective during the financial year 2023-2024.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Bhavana Rao, (DIN: 02326788), Executive Director, shall retire by rotation at ensuing 38th Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.

Appointments and cessations of Directors & Key Managerial Personnel are as under: Appointments:

During the year under review, Mr. Ishwar Halalli (DIN No.09781788), Mr. Vijay Mallya (DIN No.06896919), & Mr. Syed Ahmed Sultan (DIN No. 01928290) as an Independent Director through Postal Ballot with effect from January 6, 2024.

Cessation:

During the year under review, Mr. Atiqur Rahman Ansari (DIN: 00200187), resigned as an Independent Director of the Company with effect from January 31, 2024, due to unavoidable circumstances.

*Mr. A.R Ansari was an Independent Director upto 31^st January 2024

** Mr. Ishwar Halalli, Mr. Syed Ahmed Sultan, and Mr. Vijay Mallya were appointed as an Independent Director through Postal Ballot with effect from January 6, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (7) of Section 149 of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of regulation 34(3) read with schedule V of listing regulations, Company has obtained a certificate

Company Secretaries confirming that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Director of company either by SEBI or MCA or any other statutory authorities. The said certificate is annexed with Annual Report (Annexure III).

* Includes Consultancy Fees (in Professional Capacity) Rs. 40.00 Lakhs & Reimbursement expenses Rs. 68.99 Lakhs ** Includes actual Reimbursement other than attending the meetings of the Company # Mr. A.R Ansari was an Independent Director upto 31^st January 2024 Sitting Fees has increased from Rs. 20,000 to Rs. 35,000 during the year w.e.f August 2023.

Criteria of making payments to Non-Executive Directors

Sitting fees is paid to Independent, Woman and Non-Executive Directors. No sitting fees is paid to Executive Directors for attending the meetings of the Company. Dr. Raja Mohan Rao, Non-Executive Director has waived his right to receive sitting fees for attending the board / committee or any other meetings of the Company.

Ms. Bhavana Rao, Executive Director of the Company for the year under review is an employee of Trigyn Technologies Inc, a wholly owned subsidiary of the Company and is paid remuneration from the wholly owned subsidiary of the Company. Ms. Bhavana Rao was appointed as Executive Director of the Company with effect from May 17, 2021 with Nil Remuneration in your Company.

The Criteria of making payments to Non-Executive Directors can be viewed at the website of our company at https://www.trigyn.com/investor-relations/codes-policies/criteria-for-making-payment-of-sitting-fee-to-non-executive-directors Pursuant to Regulation 46(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), following are the criteria for making payments to Non –executive Directors of the Company:

• Sitting Fee: The Non-executive Director(s) shall receive Sitting fees for attending meetings of the Board or Committee thereof or any other meeting as may be required to discharge their duties as Directors not exceeding the limits prescribed under Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as may be applicable from time to time.

• Reimbursement of actual expenses incurred: NEDs may also be paid / reimbursed such sums incurred as actuals for travel, incidental and / or actual out of pocket expenses incurred by such Director / Member for attending Board / Committee / any other meetings / business of the Company.

The above criteria and policy are subject to review by the Nomination & Remuneration Committee and the Board of Directors of the Company from time to time.

There are no convertible instruments held by or issued to Non-Executive Director.

Pursuant to the provisions of Section 203 the Key Managerial Personnel of the Company are – Mr. Dilip Hanumara, Chief Executive Office r, upto November 30, 2023.

Ms. Bhavana Rao, Executive Director, Mr. Mukesh Tank, Company Secretary and Mr. Amin Bhojani, Chief Financial

Officer.

During the year under review, there were above mentioned changes in Key Managerial Personnel. 17. NUMBER OF MEETINGS OF BOARD

The Company's Board of Directors met five times during the financial year 2023-2024 and the required information was placed before the Board. The Board Meetings took place on May 30, 2023, August 11, 2023, November 09, 2023, January 06 2024, and February 08, 2024. For details of the meetings of the Board, please refer to the corporate governance report, which forms a part of this report.

18. COMMITTEES OF THE BOARD

Currently the Board has five statutory committees, (1) Audit Committee, (2) Nomination / Remuneration /

Compensation Committee, (3) Corporate Social Responsibility Committee, (4) Stakeholders Relationship & Grievance Committee and (5) Risk Management Committee.

A detailed note on the Board and its committee is provided under the Corporate Governance Report section in this Annual Report.

19. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI Listing Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination / Remuneration / Compensation Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

The framework of this evaluation includes but is not limited to the following parameters:

Peer evaluation

Decision making

Information flows

Board dynamics and relationships

Relationship with stakeholders

Tracking boards and committee's effectiveness

Company's performance and strategy

20. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors' Report.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details with respect of internal financial control and their adequacy are included in the Management Discussion

& Analysis, which forms part of this report. 22. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which forms part of this report.

23. AUDITORS Statutory Auditors

M/s V Rohatgi & Co. Chartered Accounts (Firm Registration No. 000980C) are the Statutory Auditors of the Company.

M/s V Rohatgi & Co. Chartered Accounts has audited the book of accounts of the Company for the Financial Year ended March 31, 2024, and has issued the Auditors' Report thereon.

There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board had appointed M/s Anmol Jha & Associates, practicing Company Secretaries, as Secretarial Auditor to conduct a Secretarial Audit of the Company for the Financial Year 2023-2024. The said report is given as Annexure IV.

Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report (Annexure V), a secretarial audit report, given by a company secretary in practice, in such form as may be specified.The Board had appointed M/s VKM & Associates, practicing Company Secretaries, to issue Annual Secretarial Compliance Report for the Financial Year ending March 31, 2024.

Internal Auditors

Section 138 of the Companies Act, 2013 and rules made thereunder requires every listed company to appoint an internal auditor who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company. The Board had appointed V S Paranjape & Associates LLP, as Internal Auditor to conduct internal audit of the Company for the Financial Year 2023-2024.

24. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks .

Secretarial Audit Report of the Secretarial Auditor does not contain any qualifications, reservations or adverse remarks.

25. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the

Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

26. RISK MANAGEMENT

Risk management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and / or impact of unfortunate events or to maximize the realization of opportunities. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

28. TRANSACTIONS WITH RELATED PARTY

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given Form AOC - 2 (Annexure I) and the same forms part of this report.

29. CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility

(CSR) policy for the development of programs and projects for the benefit of weaker sections of the society and the same has been approved by the CSR Committee and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities. The purpose of CSR Policy is to devise an appropriate strategy and focus its CSR initiatives and lay down the broad principles on the basis of which the Company will fulfill its CSR objectives.

Over the years, we have been striving to achieve a fine balance of economic, environmental and social imperatives, while also paying attention to the needs and expectations of our internal as well as external stakeholders.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

30. ANNUAL RETURN

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations') on prevention of insider trading, your Company has in place its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the amendments brought by SEBI in the PIT Regulations.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information.

Your Company has also put in place requisite Structured Digital Database (SDD) system for the Designated Persons

(DPs) to protect the confidentiality of Unpublished Price Sensitive Information (UPSI) of the Company.

Further, your Company has in place adequate and effective system to ensure compliance with the requirements given in these regulations to prevent insider trading.

32. DISCLOSURE REQUIREMENTS

As per Para C of Schedule V of the SEBI Listing Regulations, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable

Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Your company consumes electricity only for the operation of its computer and administration of its offices.

B. TECHNOLOGY ABSORPTION

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were 10,031.55 Lakhs (Previous year

8,849.91 Lakhs), while the outgoings were 399.92 Lakhs (Previous year 240.12 Lakhs)

The above foreign exchange earnings are excluding Dividend received during the year in foreign currency

2,911.75 Lakhs (Previous year 2,487.90 Lakhs) 34. EMPLOYEE STOCK OPTION PLAN (ESOP)

Details required to be provided under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI ESOP Regulations) are not applicable as there are no ESOP schemes or plan operative in your Company during the year under review.

35. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report is provided in the Corporate Governance section of this Annual

Report.Theauditor'scertificateon compliance with the conditions of corporate governance of the Securities and

Exchange Board of India (Listing Requirement and Disclosure Obligations) Regulations, 2015 (Listing Regulations) forms part of this Report.

36. GREEN INITIATIVES

37. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the contribution made by employee at all level to the continued growth and prosperity of your Company.