2.19 Provisions and Contingent Liabilities
• Recognised when obligation is probable and measurable.
• Discounted if effect of time is material.
• Contingent liabilities disclosed unless remote.
2.20. Share-Based Payments - Employee Stock Option Plan (Ind AS 102)
The Company offers share-based compensation to eligible employees under the Employee Stock Option Plan
(ESOP). These are equity-settled options, measured at the fair value of the options on the grant date.
• The fair value is determined using the Black-Scholes valuation model and recognized over the vesting
period as employee compensation expense with a corresponding increase in equity.
• Significant judgments include estimating the expected life, volatility, risk-free interest rate, and forfeiture rate.
• Options typically vest over a period of 3 to 4 years, and employees can exercise them within the contractual
period.
• Modifications, cancellations, or forfeitures are accounted for in the period in which they occur.
Materiality basis: The impact of ESOP expense on employee benefits cost and equity reserves is material and
requires estimation and valuation expertise.
2.21 Earnings Per Share (Ind AS 33)
• Basic EPS : Net profit / weighted average shares.
• Diluted EPS : Adjusted for dilutive instruments.
2.22 Events After the Reporting Period (Ind AS 10)
• Adjusting events : Reflected in financials.
• Non-adjusting events : Disclosed if material.
2.23 Segment Reporting (Ind AS 108)
• Based on internal reporting to the Chief Operating Decision Maker (CODM).s
• Disclosures include segment revenue, profit, assets, and liabilities.
Company recognized contract assets when it satisfies its obligation by transferring the goods or services to the
customer and right to receive the consideration is established which is subject to some conditions to be fulfilled by
the company in future before receipt of consideration amount. Such assets are Rs Nil.
(d) Contract Liabilities
Upon execution of contract with the customers, certain amount in the form of EMD, Security Deposit, Margin
Money, advance for payment of custom duty etc. received from the customers which is shown as advance received
from customers under the heading “Other Financial Liabilities” and “Other Liabilities”. The balances are Rs Nil.
Additional points :
#1) The two employee’s of the Trigyn Technologies Limited (Holding Company) has been deputed to serve
as a Director in the Trigyn E-Governance Private Limited, Trigyn Eduexpert Private Limited, Trigyn FIN-
TECH Private Limited & Trigyn Healthcare Private Limited. The employee continues to be on the payroll
of the holding company, and no recovery is made from the subsidiary.
During the financial year ended 31st March 2025, the Company entered into the following transactions
with related parties in the ordinary course of business and at arm’s length terms:
#2) Priyaraja Electronic Limited, a promoter group company, has provided immovable property as collateral
security for the Company’s financial facilities from the Bank. Additionally, Priyaraja Electronic Limited
has extended a corporate guarantee in favour of the Company for the same borrowing. These support
arrangements have been made without any consideration or indemnity from the Company, and TTL has
not undertaken any legal or financial obligation to reimburse the guarantor in case of enforcement.
Furthermore, TTL has advanced ' 2 crore to Priyaraja Electronic Limited for the purpose of participating
in a joint bidding opportunity. This advance was reviewed by the Audit Committee and approved by the
Board of Directors, in accordance with the Company’s Related Party Transactions Policy. The transaction
was conducted in the ordinary course of business and on arm’s length basis.
#3) Dr. Potluri Raja Mohan Rao, Promoter Director, has extended a personal guarantee towards the Company’s
financial facilities from the Bank. This guarantee was provided without any financial consideration or
obligation on TTL to compensate the Promoter Director.
# 4) Trigyn Technology Inc., a wholly owned subsidiary of TTL, has extended a corporate guarantee in favour
of TTL to support the working capital facility. As this is an intra-group transaction, it is eliminated in the
consolidated financial statements. However, the Company has voluntarily disclosed this arrangement for
transparency, even though it does not qualify as a Related Party Transaction under Regulation 23 of SEBI
LODR.
Further, no contingent liabilities have been recognised by the Company in respect of the above guarantees
and collaterals, as no obligation exists on TTL to compensate the guarantors in case of enforcement.
Note : Managerial remuneration excludes reimbursement on actuals
43. Loans and Advances to Wholly Owned Domestic Subsidiaries:
The company had formed two domestic wholly owned subsidiaries Trigyn Technologies India (Pvt) Ltd and Leading
Edge Infotech Limited for promoting its business. Due to the lack of business, the holding company has advanced
loans to its wholly owned subsidiaries to meet the shortfall in payment of it expenses. These advances are interest
free and carry no stipulation in regard of its repayment. The terms and conditions of these advances are not
prejudicial to the interest of the company and the same are in compliance with provisions of Section 185 of the
Companies Act, 2013. Auditors have relied on the management representation provided by the company in this
regard. The above advances have been fully provided in the books of accounts of the company.
The company has fully provided towards impairment of investments in the two wholly owned domestic subsidiaries.
44. Employee Stock Option Plans (ESOPs)
a. 1998 Employee Stock Option Plan
The 1998 Employees Stock Option Plan (“the 1998 Plan”) allowed for issuance of options up to 5% of the
paid-up equity share capital, at a minimum exercise price of ' 265 per equity share, with a vesting period of 36
months from the date of grant. In 2002, the Plan was modified to allow vesting in four equal instalments.
- During FY 2000-01,156,060 options were granted (including 34,250 to employees of the subsidiary) at an
exercise price of ' 380 per option, while the market price was ' 394.30.
- No options were outstanding as at April 1,2024.
- No options were exercised, forfeited, or granted during the year.
- Status as on March 31,2025: Fully vested and exhausted. No options remain outstanding under this plan.
b. Employee Stock Option Plan - 2000
The Employee Stock Option Plan - 2000 (“ESOP 2000”) was approved by shareholders in June 2000, and
provided for issue of stock options to employees, directors, and officers of the Company and its subsidiaries/
affiliates. Over the years, options were granted to various key managerial personnel and employees, including:
- Mr. R. Ganapathi - Chairman and Executive Director
- Mr. Homiyar Panday - President, US Operations
- Mr. Amin Bhojani - CFO
- Mr. Parthasarathy Iyengar - Company Secretary & Legal
- Other senior executives and employees
Grants were made in tranches between 2013 and 2017 with an exercise price of ?10 per option and
varying vesting schedules from one to four years. The last valid exercise period under this scheme
expired on May 6, 2020.
- No options were outstanding as at April 1,2024.
- No new options were granted, exercised, or forfeited during FY 2024-25.
- Status as on March 31,2025: Fully exercised or lapsed. No outstanding options under ESOP 2000.
Reconciliation of Share Options Outstanding (FY 2024-25)
c. TTL-ESOP 2025 - Trigyn Technologies Limited Employee Stock Option Plan 2025
The TTL-ESOP 2025 was approved by the shareholders through a special resolution dated March 26, 2025,
with the aim to attract, retain, and incentivize high-performing employees by offering equity-based rewards.
Key Features:
- Total Pool: 4,50,000 options (1.46% of total equity as of Dec 31,2024)
- Eligible Participants: Employees and directors (excluding promoter/promoter group and independent
directors) of the Company and its subsidiaries/associate companies in India and overseas
- Vesting Period: Minimum 1 year, maximum 5 years
- Exercise Period: 3 months from vesting date
- Exercise Price: As determined by NRC at the time of each grant
- Implementation: Administered directly by the Company through the Nomination and Remuneration
Committee (NRC)
- Valuation Method: Fair value method as per Ind AS 102 using Black-Scholes-Merton model Status as on
March 31,2025:
- No options were granted, vested, or exercised under TTL-ESOP 2025 as of the reporting date.
d. Accounting Policy and Expense Recognition
The Company follows the fair value method for valuation of stock options in accordance with Ind AS 102 and
the SEBI (SBEB and Sweat Equity) Regulations, 2021.
- Expense recognized under ESOPs during FY 2024-25: ' Nil
- Impact on EPS due to share-based payments: ' Nil
45. Employee Benefit
i. Defined contribution plans
The Company has recognized Rs.301.72 Lakhs (31 March 2024: Rs. 399.69 Lakhs) towards contribution to
provident fund and Rs.0.63 Lakhs (31 March 2024: Rs. 1.60 Lakhs) towards employee state insurance plan
and Labour welfare fund of Rs. 0.97 Lakhs (31 March 2024 Rs. 0.50 Lakhs) in the statement of profit and loss
ii. Defined benefit plan
In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment
benefit to its employees in the form of gratuity. The Company has maintained a fund with the Life Insurance
Corporation of India to meet its gratuity obligations. In accordance with the Standard, the disclosures relating
to the Company’s gratuity plan are provided below.
The changes in the present value of defined benefit obligation representing reconciliation of opening and
closing balances thereof are as follows:
* The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial
statements are a reasonable approximation of their fair values since the company does not anticipate that the
carrying amounts would be significantly different from the values that would eventually be received or settled.
Fair value hierarchy
To provide an indication about the reliability of the inputs used in determining fair value, the company has
classified its financial instrument into three levels prescribed under the accounting standard.
Level 1: Level 1 hierarchy includes financial instrument measured using quoted prices
Level 2: The fair value of financial instrument that are not traded in an active market is determined using
valuation techniques which maximize the use of observable market data and rely as little as possible on entity-
specific estimates.
Level 3: If all significant inputs required to fair value an instrument are unobservable, the instrument is included
in level 3.
The Company’s activities expose to a variety of financial risks viz., market risk, credit risk and liquidity risk. The
Company’s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse
effects on it’s financial
performance. The primary market risk to the Company is credit risk and liquidity risk. The Company’s exposure to
credit risk is influenced mainly by Government Orders.
The company resumes reviews each of these risks summarizes below:
i) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other
price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include
trade and other payables, investments in unquoted equity shares, security deposit, loans to employees and
others, trade and other receivables, deposits with banks.
The sensitivity analysis in the following sections relate to the position as at 31 March 2025 and 31 March 2024.
The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market
risks. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed
to floating interest rates of the debt, proportion of financial instruments in foreign currencies are all constant at
31 March 2025.
The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and
other post retirement obligations; provisions; and the non-financial assets and liabilities of foreign operations.
Company’s activities expose it to variety of financial risks, including effect of changes in foreign currency
exchange rate and interest rate.
a) Foreign currency risk
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rate. The company operates internationally and is exposed to
foreign exchange risk arising from foreign currency transactions primarily to USD. The company also
incurs employee benefit expenses in foreign currency. The Company manages its foreign currency risk
by natural hedging transactions that are expected to receive in USD and payable in USD.
Company do not enter into any derivative instrument in order to hedge its foreign currency risks.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD
exchange rates, with all other variables held constant.
b) Interest rate risk & price risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The company does not account for any fixed rate financial
assets or financials liability at fair value through profit or loss therefore a change in interest rates at the
reporting date would not affect profit or loss. The company does not have any financial instruments which
is exposed to change in price.
ii) Credit risk
A) Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay
amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits
with banks and financial institutions, security deposits, loans given and principally from credit exposures
to customers relating to outstanding receivables. The Company’s maximum exposure to credit risk is
limited to the carrying amount of financial assets recognized at reporting date.
The Company continuously monitors defaults of customers and other counterparties, identified either
individually or by the Company, and incorporate this information into its credit risk controls. Where
available at reasonable cost, external credit ratings and/or reports on customers and other counterparties
are obtained and used. The Company’s policy is to deal only with credit worthy counterparties.
The credit risk for cash and cash equivalents, bank deposits, loans and derivative financial instruments
is considered negligible, since the counterparties are reputable organizations with high quality external
credit ratings.
Trade receivables mainly consist of group companies. The Company follows ‘simplified approach’ for
recognition of impairment loss allowance. The Company has very limited history of customer default, and
considers the credit quality of trade receivables that are not past due or impaired to be good.
Company provides for expected credit losses on financial assets by assessing individual financial
instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for
varied natures and purpose, there is no trend that the company can draw to apply consistently to entire
population. For such financial assets, the Company’s policy is to provide for 12 month expected credit
losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in
credit risk.
iii) Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and
collateral obligations without incurring unacceptable losses. Company’s objective is to, at all-time maintain
optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity
position and deploys a robust cash management system. It maintains adequate sources of financing including
overdraft, debt from domestic and international banks at optimized cost. Company enjoys strong access to
domestic and international capital market across debt, equity and hybrids.
For the purpose of the Company’s capital management, capital includes issued equity share capital and all
other equity reserves attributable to the equity shareholders of the Company. The primary objective of capital
management is to safeguard the Company’s ability to continue as a going concern, maintain an optimal capital
structure, and maximize shareholder value.
The Company monitors its capital structure using the gearing ratio and other relevant financial metrics to
ensure financial stability and operational flexibility.As at 31st March 2025 and 31st March 2024, the Company
has only one class of equity shares. The Company has availed sanctioned banking facilities of ' 102 crore,
consisting of ' 40 crore fund-based and ' 62 crore non-fund-based Bank guarantees against 100% FD.
However, the Company has maintained a conservative leverage profile, with only ' 8.8 crore utilized under the
Cash Credit (CC) facility as at the reporting date.
The Company continues to maintain a low-debt position and is in compliance with all applicable financial
covenants under its sanctioned credit lines. There are no externally imposed capital requirements other than
those specified under the working capital arrangements.
*The company has carried forward in the book of accounts the balance of the above mentioned overseas subsidiaries
which has been wound up. The company is awaiting approval from the Reserve Bank of India for writing off these
balances.
Process for obtaining necessary approval and permissions from Reserve bank of India (RBI) under FEMA regulations
are under progress. In view of this, Investments, Loans & advances and provision for doubtful debts and impairment
in the value of investments are retained and other entries are given effect to in the books of account which are
subject to the approval of RBI. This matter is being carried forward for over 9 years.
49. Impairment of Assets:
There is no impairment loss on fixed assets on the basis of review carried out by the management in accordance
with the accounting standard IND AS - 36 “Impairment of Assets”.
Fixed Assets have been physically verified by the management at reasonable intervals. There are no discrepancies
between the book records and the physical inventory. In our opinion, the frequency of verification is reasonable.
50. Suppliers covered by Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and Industrial
(Development & Regulation) Act, 1951.
The Company has separately disclosed all the dues payable to Micro & Small Enterprises under Trade Payables in
Part I - Balance Sheet, details of which are given in Note 20 of Notes to the Financial Statements. This is required
to be given under the Notification dated 04 September 2015 pertaining to alterations in Schedule III issued by MCA.
DUES TO MICRO ENTERPRISES AND SMALL ENTERPRISES:
Principal amount outstanding to MSMEs as on March 31,2025 : Rs. 146.75 Lakhs (P.Y. Rs. 225.57 Lakhs.)
Interest due on the above amount and unpaid as on March 31,2025: Rs 122.15 Lakhs (P.Y. Rs. 80.01 Lakhs)
Interest paid to the suppliers in terms of Section 16 of the MSMED Act as on March 31,2025 : Nil (P.Y. Rs. Nil).
Interest accrued and remaining unpaid as at March 31,2025: Rs. 122.15 Lakhs (P.Y. Rs. 80.01 Lakhs )
The management has identified dues to micro and small enterprises as defined under Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED) on the basis of information made available by the supplier or vendors
of the Company.
51. Public deposit:
The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and
the rules framed there under. The Auditors has relied upon management representation in this regard.
52. Major Contracts of the company
A) Implementation and Management of Cloud-Based Virtual Classroom System in identified schools in
Andhra Pradesh
The total contract value of the Andhra Pradesh State Fibernet Limited (APSFL) project amounts to Rs. 160
Crores inclusive of GST. This comprises Rs. 80 crores for the supply of materials and installation of video
conferencing equipment and the balance Rs. 80 crores towards operations and maintenance. The company
has completed a major portion of the supply contract. Balance work at 59 schools, 1 District Studio and Central
Studio is still pending for completion due to non-allotment of sites from APSFL.
The Company has recognized revenue of Rs. 79.90 crores in respect of the supply contract which includes
unbilled revenue of Rs. 49.73 lacs up to 31st March 2025. This is in line with IND AS 115 - (Revenue from
contracts with customers) accounting for contracts based on completion of the performance obligation.
Against the milestone billings done of Rs. 79.40 crores, Rs. 17.90 crores have been received and balance of
Rs. 61.50 crores are outstanding for more than 5 years. The Company is also holding an inventory of Rs. 2.17
crores as on 31st March 2025.
The operation and maintenance part of the contract was taken up in February 2019. The management has not
booked any Quarterly Guaranteed Revenue on this part of the contract amounting to Rs. 80 crores, in view of
uncertainty of collection.
Keeping in view the old outstanding of Rs. 61.50 crores being carried forward and poor collection till date, the
management is of the view that their decision for not accounting unbilled revenue for AMC charges is justified
and proper due to uncertainty of collection. In support of the management’s stand, the company has obtained
an opinion from a subject matter expert as of 31st March 2022.
The management has not classified the outstanding balance as doubtful of recovery and no provision has been
made towards old outstandings. However, as per the Company’s policy, the company has made an Expected
Credit Loss (ECL) provision of Rs. 2.38 crores in Quarter 4 of the financial year 2024-25. The cumulative ECL
provision made is Rs. 50.31 crores for the above outstanding.
B) Design, Development, Implementation, Operation, and Maintenance of Smart Parking Solution at
Nashik
Nashik Municipal Smart City Development Corporation Ltd ( NMSCDCL) had issued a termination notice to the
company on September 4, 2023 on account of dispute with the company. The company has made adequate
provision for the claim raised by NMSCDCL and have contested the termination by filing for Commercial
Arbitration with the Commercial Division in Nashik to seek appropriate reliefs under the Arbitration and
Conciliation Act, 1996.
NMSCDCL has appointed Mr. Jayant T. Nashikar as their arbitrator. We will be appointing our arbitrator as
soon as possible, after which both appointed arbitrators will jointly select a third arbitrator to complete the
tribunal. We also note that NMSCDCL has filed a Pursis stating that the Bank Guarantee (BG) will not be
invoked until their written statement is filed. NMSCDCL has since submitted their written statement, and we
have provided our reply. For comprehensive details on this legal matter, please refer to Note no. 7(g).
Regarding the financial performance during the quarter, we have charged a total expenditure of Rs. 26.66
lakhs in the Statement of Profit & Loss. Additionally, we have amortized an amount of Rs. 22.48 lakhs related
to the capitalized portion of completed sites.
For the full year, the company sold obsolete items from the capitalized portion of completed sites for Rs. 1.35
Lakhs. This resulted in a loss of Rs. 1.17 Crores, which has been classified as an exceptional item in the
Statement of Profit & Loss. The unamortized Capital Cost carried forward in the Balance Sheet as of March 31,
2025, stands at Rs. 4.42 Crores.
53. During the year, the company has received Dividends from its wholly-owned subsidiary Trigyn Technologies INC
- 14,87,500 USD (Gross USD 17,50,000 less withholding tax in USA USD 262,500 ) i.e. USD 1734 per share
(equivalent to 1734%). In the Previous year Dividend received was 29,75,000 USD (Gross USD 35,00,000 less
withholding tax in USA USD 525,000 ) i.e. USD 3469 per share (equivalent to 3469%).
54. The new code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by
the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is
yet to be notified. The Ministry of Labour and Employment (the Ministry) has released draft rules for the Code on
November 13, 2020 and has invited suggestions from stake holders which are under active consideration by the
Ministry. The Company will complete its evaluation and will give appropriate impact in its financial statements in the
period in which the Code becomes effective and the related rules are published.
55. The Exceptional item for the year ended represents provision for the loan given to the subsidiary Rs. 11.37 Lakhs.
In Addition, loss on sale of obsolete items from capitalized portion of the complete sites Rs. 1.17 Crores for the year.
56. The company has received a show cause cum demand notice from GST department for the F.Y.2019-20 to F.Y.
2022-23 of Rs.9.08 crores disallowing the Input Tax Credit claimed by the company during that period. The company
has responded for show cause cum demand notice. The matter Is pending before the Joint Commissioner, Mumbai.
The Company believes that Department claim is not just assumptive in nature but also clearly contrary to the
scheme of GST being a value added tax and to the scheme of SEZ Act 2005 to not burden the SEZ units with
taxation.
58. ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013
(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or
are pending against the Company for holding benami property under the Benami Transactions (Prohibition)
Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or
government or any government authority.
(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section
2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
(iv) Utilisation of borrowed funds and share premium
I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
II The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income
Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.
(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.
(vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar
of Companies beyond the statutory period.
(viii) The Company has not used borrowings for purpose other than specified purpose of the borrowing.
(ix) There is no transaction with companies struck off under Companies Act, 2013 or Companies Act, 1956
(x) The Company has availed secured loans wherein immovable property not owned by the Company has been
provided as collateral, as below:
The collateral provided by Priyaraja Electronic Limited has been provided without consideration, and the Company
has not undertaken any financial obligation to compensate the promoter group company in the event of enforcement.
Accordingly, this does not give rise to a contingent liability under Ind AS 37.
59. DISCLOSURE AS PER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
In accordance with Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, the following material
related party transactions are disclosed:
• Priyaraja Electronic Limited has provided corporate guarantee and collateral security for the Company’s
borrowings.
• Dr. Potluri Raja Mohan Rao has extended a personal guarantee for the same facilities.
• TTL has advanced ' 2 crore to Priyaraja Electronic Limited, a promoter group company, in the ordinary course
of business for participating in a joint bidding opportunity. The advance was provided at arm’s length terms,
reviewed by the Audit Committee, and approved by the Board.
• No financial benefit, consideration, or indemnity has been provided by the Company to the guarantors.
Trigyn Technology Inc., a wholly owned subsidiary, has provided a corporate guarantee to secure borrowings of
TTL. This does not result in any financial obligation or legal liability for TTL and hence is not recognised as a Related
Party Transaction in TTL’s standalone financial statements. As per SEBI LODR Regulation 34(3), the Company is
required to disclose material related party transactions that it has entered into. In this case, TTL is the beneficiary
and not the transacting party. Therefore, the CG from the subsidiary is not disclosed under Regulation 34(3), though
adequately disclosed in this note.
The Corporate Guarantee provided by Trigyn Technology Inc. has also been disclosed voluntarily under this
Regulation for transparency, although it does not meet the threshold of a material Related Party Transaction under
Regulation 23.
60. DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:
i. Details of Investments made are given in Note No 4
ii. The Company has not provided any loans, guarantees, or investments covered under Section 186 during the
year, except to the extent of security received from related parties without any consideration (refer note no 41
& Note no 62).
61. During the year, the company project teams and employees were “Working from Home”.
62. Borrowings
Secured Loan
The Company has availed sanctioned banking facilities of '102 crore, consisting of ' 40 crore fund-based and ' 62
crore non-fund-based Bank guarantees against 100% FD.
Utilisation under the fund-based limit was ' 8.88 crore (CC) .
The borrowing is secured by:
Collateral :
• The Company’s own immovable property valued at ' 448.14 lakh;
• Collateral security in the form of immovable property provided by Priyaraja Electronic Limited (a promoter
group entity) valued at ' 3,265 lakh; (Promoter Company UTL holding 44.51% )
Corporate guaratnee and personal guarantee :
• A personal guarantee by Promoter Director Dr. Potluri Raja Mohan Rao; and
• Corporate guarantees provided by Priyaraja Electronic Limited and Trigyn Technology Inc. (a 100% subsidiary
of the Company).
These collateral and guarantee arrangements were extended without consideration, indemnity, or contractual
obligation from the Company to the guarantors. The Company has not undertaken any financial or legal obligation
to compensate the guarantors in case of enforcement.
63. The Company is maintaining gratuity fund for employees with LIC. There is balance of Rs. 98.22 lakhs lying with
fund as on 31st March 2025
64. The subsidiary, TTS, through its Board resolution dated 16th July 2024, decided to initiate liquidation proceedings
and appointed F Trust as the liquidator. As of 31st March 2025, TTS remains in existence under liquidation, with a
reported net loss for the year of Rs. 131.91 lakhs and a net worth of negative Rs. (36.09) lakhs.
The Company had initiated voluntary liquidation of its wholly-owned foreign subsidiary, Trigyn Technologies Schweiz
GmbH. As of 31 March 2025, the process was under reassessment and not expected to be completed within 12
months. Accordingly, the financial statements do not reflect this as a discontinued operation.
65. Long term contracts and derivatives contract:
The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The company
does not have any derivative contracts
66. Investor Education and Protection Fund:
During the year there is no amount required to be transferred to Investor Education and Protection Fund by the
Company.
67. Previous year figures
The previous year figures have been reclassified to conform to this year’s classification wherever required.
As per our attached report of even date.
For V. ROHATGI & CO For and on behalf of the Board
Chartered Accountants
Firm Registration Number : 000980C
Sd/- Sd/- Sd/-
Arun Kumar Mishra Bhavana Rao Dr. Satyam Cherukuri
Partner Executive Vice Chairperson Chairman & Non-Executive Director
Membership No. :076038 DIN: 02326788 DIN : 01294234
UDIN : 25076038BMJIOL7639
Mumbai: May 30, 2025
Sd/- Sd/-
Prachi Deshpande Amin Abdul Bhojani
Company Secretary & Compliance Officer Chief Financial Officer
Membership No. ACS 16547
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