The Directors have pleasure in presenting to you the Thirty Ninth (39^th) Annual Report of Trigyn Technologies Limited
(the “Company” or “TTL”) along with the audited financial statements for the financial year ended March 31,2025. The
consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. SUMMARY OF FINANCIAL RESULTS

Financial Results for the period ended March 31,2025 are given below:

' in Lakhs

2. COMPANY’S PERFORMANCE

During the year under review on a standalone basis your company achieved Total Revenue of ' 15,307.91 lakhs as
compared to ' 17,526.55 lakhs in the previous year. The net profit on standalone basis stood at ' 136.86 lakhs as
compared to ' 651.06 lakhs in the previous year.

During the year under review on a consolidated basis your company achieved Total Revenue of ' 89,805.18 lakhs
as compared to ' 127,966.23 lakhs in the previous year. The net profit on consolidated basis stood at ' 1,176.94
lakhs as compared to ' 1,996.33 lakhs in the previous year.

For the year ended March 31, 2025 on standalone basis EPS stood at ' 0.44/- and on Consolidated basis EPS
stood at ' 3.82/-.

3. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2025 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 31,2025, 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

I n 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 NIL amount to General Reserve in the financial year 2024-2025.

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 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 efficiency of 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 2024-2025, the Company has received no complaints on sexual harassment.

11. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details are required to be furnished pursuant to Section 197(12)
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as
given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company
for the financial year:

*Dr. Satyam Cherukuri appointed as the Chairman and Non-Executive Director of the Company through a
postal ballot conducted on October 30, 2024. Includes Consultancy Fees (in Professional Capacity) ' 20.00
lakhs to Mr. Satyam Cherukuri

#Includes Consultancy Fees (in Professional Capacity) ' 21.32 lakhs to Mr. R Ganapathi

**Mr. Venkata Cherukuri Varaprasad (DIN: 00556469), Mr. Vivek Virendra Khare (DIN: 02877606), and Dr.
Bhiva Rao Rajdhar Patil (DIN: 03279483) ceased to hold office as Independent Directors of the Company upon
completion of their respective terms, with effect from September 26, 2024.

***Mr. Kodumudi Sambamurthi Sripathi (DIN: 02388109) resigned from the position of Independent Director of
the Company with effect from September 29, 2024.

b. The percentage increase / (decrease) in remuneration of each Director, Chief Executive Officer, Chief
Financial Officer, Company Secretary in the financial year:

*Dr. Satyam Cherukuri appointed as the Chairman and Non-Executive Director of the Company through a
postal ballot conducted on October 30, 2024. Includes Consultancy Fees (in Professional Capacity) ' 20.00
lakhs to Mr. Satyam Cherukuri

##Includes Consultancy Fees (in Professional Capacity) ' 21.32 lakhs to Mr. R Ganapathi

# The above percentage decrease/increase in the remuneration is based on CTC including continuity pay for
FY 2023-24'4 Lakhs to Mr. Amin Bhojani & ' 6 Lakhs to Mr. Mukesh Tank for FY 2023-24 and ' 2.75 Lakhs
for FY 2024-25. In Previous Year i.e. in FY 2022-23'5 Lakhs each to Mr. Amin Bhojani and Mr. Mukesh Tank.

**Mr. Venkata Cherukuri Varaprasad (DIN: 00556469), Mr. Vivek Virendra Khare (DIN: 02877606), and
Dr. Bhiva Rao Rajdhar Patil (DIN: 03279483) ceased to hold office as Independent Directors of the Company
upon completion of their respective terms, with effect from September 26, 2024.

***Mr. Kodumudi Sambamurthi Sripathi (DIN: 02388109) resigned from the position of Independent Director
of the Company with effect from September 29, 2024.

However, after the end of the financial year, the following changes took place:

Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer of the Company,
following the resignation of Mr. Mukesh Tank, with effect from April 28, 2025. The Board places on record its
appreciation for the contributions made by Mr. Tank during his tenure.

Mr. Vikram Chandna was appointed as the Chief Executive Officer (CEO) of the Company with effect from April
28, 2025. His appointment is expected to further strengthen the leadership and drive the strategic growth of the
Company.

c. Percentage increase in the median remuneration of employees in the financial year ended March 31,
2025:

There was an increase in the median by 7.83% This has been arrived by comparing the median remuneration
of the cost-to-the Company as on March 31,2025, as compared to previous year as on March 31,2024.

d. The number of permanent employees on the rolls of Company: 720 as on March 31,2025.

e. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

There was an increase of 5.72% in remuneration of employees other than managerial personnel against 3.39%
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.

I n 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 profitable growth 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 31,2025. 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 containing salient features of the financial statements of the Company’s
subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available
on the website of the Company at https://www.trigyn.com/investor-relations

15. DIRECTORS RESPONSIBILITY STATEMENT

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. i n 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 sufficient care 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 2024-2025.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i n accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. R. Ganapathi (DIN 00103623), Non-Executive Director, shall retire by rotation at ensuing 39th Annual
General Meeting of the Company and being eligible, has offered himself for re-appointment.

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

Appointments:

During the year under review, the members of the Company approved the appointment of Dr. Satyam Cherukuri as
the Chairman and Non-Executive Director of the Company through a postal ballot conducted on October 30, 2024.
His appointment was made in accordance with the provisions of the Companies Act, 2013 and other applicable
regulatory requirements.

There were no other changes in the composition of the Board of Directors or Key Managerial Personnel during the
financial year ended March 31,2025.

Changes After the Close of the Financial Year:

Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer of the Company, following
the resignation of Mr. Mukesh Tank, with effect from April 28, 2025. The Board places on record its appreciation for
the contributions made by Mr. Tank during his tenure.

Mr. Vikram Chandna was appointed as the Chief Executive Officer (CEO) of the Company with effect from April
28, 2025. His appointment is expected to further strengthen the leadership and drive the strategic growth of the
Company.

Cessation:

During the year under review, Mr. Venkata Cherukuri Varaprasad (DIN: 00556469), Mr. Vivek Virendra Khare (DIN:
02877606), and Dr. Bhiva Rao Rajdhar Patil (DIN: 03279483) ceased to hold office as Independent Directors of the
Company upon completion of their respective terms, with effect from September 26, 2024, in accordance with the
provisions of the Companies Act, 2013 and applicable SEBI regulations. The Board places on record its sincere
appreciation for their valuable contributions and guidance during their tenure.

Further, Mr. Kodumudi Sambamurthi Sripathi (DIN: 02388109) resigned from the position of Independent Director of
the Company with effect from September 29, 2024. The Board places on record its appreciation for the contributions
made by him during his association with the Company.

Changes After the Close of the Financial Year:

Mr. Mukesh Tank resigned from the position of Company Secretary and Compliance Officer of the Company with
effect from April 28, 2025. The Board places on record its gratitude for the services rendered by him.

Your Company had appointed following Non-Executive (Independent) Directors pursuant to Regulation 17 of the
Listing Regulations and they are not liable to retire by rotation as per Companies Act, 2013 (the Act);

1. Ms. Lakshmi Potluri (DIN: 07382768)

2. Mr. Ishwar Halalli (DIN: 09781788)

3. Mr. Vijay Mallya (DIN: 06896919)

4. Mr. Syed Ahmed Sultan (DIN: 01928290)

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 from VKM & Associates, practicing
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).

During the year, the Non-Executive Directors of the Company had following pecuniary relationship or transactions
with the Company.

(' In Lakhs)

Sitting fees is Rs. 35,000 per meeting for Board and committee meetings.

The sitting fees relating to Board meetings of subsidiaries attended by the Company’s directors were reimbursed by
the respective subsidiaries and are not included in the above disclosure.

* Includes Consultancy Fees (in Professional Capacity) Rs. 21.32

# Includes Consultancy Fees (in Professional Capacity) Rs. 20.00

** Includes actual Reimbursement other than attending the meetings of the Company
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.

Mrs. 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.trigvn.com/investor-relations/codes-policies/criteria-for-making-pavment-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. Vikram Chandna was appointed as the Chief Executive Officer (CEO) of the Company with effect from April 28,
2025.

Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer of the Company,
following the resignation of Mr. Mukesh Tank, with effect from April 28, 2025.

Mrs. Bhavana Rao, Executive Vice Chairperson, Mr. Vikram Chandna, Chief Executive Officer (CEO) ,Mr. Amin
Bhojani, Chief Financial Officer and Mrs. Prachi Deshpande, Company Secretary and Compliance Officer.

During the year under review, there were above mentioned changes in Key Managerial Personnel.

17. NUMBER OF MEETINGS OF BOARD

During the year under review 8 (Eight) meetings of the Board of Directors of the Company were held on May 23,
2024, May 29, 2024, August 14, 2024, September 27,2024, November 13, 2024, January 09, 2025 ,February 05,
2025 and February 20, 2025. The details of the number of meetings of the Board held during the Financial Year
2024-25 and the attendance therein forms part of the Report on Corporate Governance. In view of directive issued
by Ministry of Corporate Affairs and the Securities and Exchange Board of India, measures were taken to ensure
security of information and confidentiality of process, and at the same time, ensuring convenience of the Board
members, in respect of virtually convened Meetings. The Company Secretary and the Chairman of the meeting(s)
ensured that all the applicable provisions related to the holding of meetings through video conferencing were
complied with for such virtual meetings. During the year under review, the Board accepted all recommendations
made to it by its various Committees

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.

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.

I n 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 31,2025, 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 2024-2025 (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 31,2025.

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 2024-2025.

24. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

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

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 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 of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 (‘the Act’) , the Annual Return of
the Company Form MGT-7 is available on the website of the Company at https://www.trigyn.com/investor-relations.

31. PREVENTION OF INSIDER TRADING CODE

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. DOWNSTREAM INVESTMENT

The Company has Foreign Direct Investment (FDI) of 0.22% and has also undertaken downstream investments in
its Indian subsidiaries/other Indian entities. The Company has ensured that such investments are in compliance with
the applicable provisions of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019

33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal
during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

34. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as on the March 31,2025.

Male Employees: 532

Female Employes: 188

Transgender Employees: Not disclosed (by employees)

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.

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

During the year under review and till date of this Report, the Company has neither made any application against
anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016

36. 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.

Details of the familiarization programme of the Independent Directors are available on the website of the Company
(URL:

https://www.trigvn.com/investor-relations/codes-policies/familiarisation-programme-for-independent-directors
Policy for determining material subsidiaries of the Company is available on the website of the Company (URL:
https://www.trigvn.com/investors/codes-policies/policv-on-material-subsidiaries

Policy on dealing with related party transactions is available on the website of the Company (URL: https://www.
trigvn.com/investor-relations/codes-policies/related-partv-transaction-policv

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees
including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the
provisions of Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical
behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this
report and also available on https://www.trigvn.com/investor-relations/codes-policies/whistle-blower-policv

During the year under review, the Company received a Whistle Blower complaint, which was duly reviewed and
appropriately resolved in compliance with the Vigil Mechanism framework.

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

A. CONSERVATION OF ENERGY

Your company consumes electricity only for the operation of its computer and administration of its offices.
Though the consumption of electricity is negligible as compare to the total turnover of the company, your
company always endeavors to take effective steps to reduce the consumption of electricity.

B. TECHNOLOGY ABSORPTION

Trigyn Technologies did not absorb any new technology during the year under review. However, important
efforts were made towards onboarding new skills, especially in the area of Artificial Intelligence (AI), including the
integration of Azure OpenAI and advanced Speech Tools, which contributed positively to product improvement
and development within flagship platforms like DIKSHA 2.0.

Efforts Made Towards Technology Absorption

Trigyn invested significantly in onboarding new AI-related skills and capabilities, focusing on integrating
Microsoft Azure OpenAI and Speech Service tools and Bhashini. This encompassed upskilling teams in AI
strategy, natural language processing, voice-enabled applications, and the use of customizable, multilingual
speech models. These efforts have positioned the company to deliver solutions that leverage the latest in
neural text-to-speech and speech-to-text innovations, supporting secure and scalable voice AI features.

Benefits Derived

These technology-driven skill upgrades resulted in notable product improvements, especially in the development
and performance of the DIKSHA 2.0 platform. Key benefits included:

• Enhanced product quality with more robust and adaptive digital learning features for a user base exceeding
170 million.

• Platform available in 22 scheduled Indian languages.

• Just in time clarification through Ask DIKSHA.

• No dependency on imported solutions, as AI and speech technologies were directly integrated via
Microsoft Azure.

Imported Technology

No new technology was imported during the reporting period. All skill development and tool integration efforts
centered on optimizing existing platforms and leveraging partner ecosystems.

Expenditure on Research and Development

There was no significant expenditure on Research and Development for the financial year under review.

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were ' 9,653.74 Lakhs (Previous year
' 10,031.55 Lakhs), while the outgoings were ' 144.17 Lakhs (Previous year ' 399.92 Lakhs)

The above foreign exchange earnings are excluding Dividend received during the year in foreign currency
' 1,486.80 Lakhs (Previous year ' 2,911.75 Lakhs)

38. EMPLOYEE STOCK OPTION PLAN (ESOP)

The Company obtained approval from its members through a postal ballot on March 26, 2025, for the implementation
of the “TRIGYN TECHNOLOGIES LIMITED - EMPLOYEE STOCK OPTION PLAN 2025” (“TTL-ESOP 2025”),
comprising up to 4,50,000 equity shares.

The TTL-ESOP 2025 is designed to attract, retain, and motivate key employees by providing them with an opportunity
to participate in the growth and success of the Company, thereby aligning their interests with that of the Company
and its shareholders.

The approval was obtained in accordance with the applicable provisions of the Companies Act, 2013, read with the
relevant rules framed thereunder, and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021. The Company is currently in the process of completing the necessary compliances required under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the
effective implementation of the TTL-ESOP 2025 scheme.

39. 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. The auditor’s certificate on 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.

40. GREEN INITIATIVES

In terms of the MCA and SEBI Circulars, we are not publishing the statutory disclosures in the print version of the
Annual Report and only the electronic form is sent to the registered email addresses of the shareholders. Electronic
copies of the Annual Report 2024-2025 and Notice of the 39^th Annual General Meeting are sent to all members
whose email addresses are registered with the Company / Depository Participant(s). For members who have not
registered their email addresses can visit the website of the company https://www.trigyn.com https://ris.kfintech.com
for downloading the Annual Report and Notice of the e-AGM.

41. 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.

Your Directors also wish to place on record their appreciation for the support provided by the Customer, Vendors,
Investors, Bankers, SEEPZ, regulatory and government authorities in India and abroad.

For and on behalf of the Board of Directors

Sd/-

Place: Princeton, New Jersey Dr. Satyam Cherukuri

Date: August 11,2025 Chairman and Non-Executive Director

(DIN 01294234)