tracxn technologies ltd share price Directors report


Dear Members,

The Board of Directors ("the Board") of your Company is pleased to present the 11th Annual Report of Tracxn Technologies Limited (hereinafter referred as "Company" / "Tracxn") along with the Audited Financial Statements for the financial year ("FY") ended March 31, 2023 (hereinafter referred as "FY 2022-23", "FY23" or "during the year"). This is the first annual report after the Initial Public Offering ("IPO") of the Company. The Board appreciates and is thankful for the continued support of all the shareholders during the journey of the Company as a private limited company and now as a listed company.

1. FINANCIAL HIGHLIGHTS

The key highlights of the financial results of the Company for the financial year ended March 31, 2023 are as follows:

(Amount In Lakhs)

Particulars

FY 2022-23 FY 2021-22

Revenue from Operations

7,810.57 6,345.35
Other Income 131.08 109.63
Other Gains/(Losses) – Net 176.44 60.81

Total Income

8,118.09 6,515.79
Less: Total Expenses excluding Depreciation 7,553.40 6,536.91
Less: Depreciation 19.03 14.57

Profit / (Loss): before exceptional items & tax

545.66 (35.69)
Less: exceptional item (449.08) 449.08

Profit / (Loss) before Tax

994.74 (484.77)
Less: Current Income Tax 11.55 -
Less: Deferred Tax (2,325.72) -

Profit / (Loss) for the Year

3,308.91 (484.77)
Add: Other Comprehensive Income / (Loss) 54.63 (0.44)

Total Comprehensive Income / (Loss) for the Year

3,363.54 (485.21)
Profit / (Loss) per share (Basic) 3.30 (0.48)
Profit / (Loss) per share (Diluted) 2.99 (0.48)

Please note that your Company does not have any subsidiaries. Therefore, the financial statements of your Company are prepared only on standalone basis. The annual Audited Standalone Financial Statements for the financial year ended March 31, 2023 have been prepared in accordance with the applicable provisions of the Companies Act 2013 ("the Act"), Indian Accounting Standards (‘Ind AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing Regulations"].

The Board of Directors review the operations of your Company as a whole as one single segment. Accordingly, there are no separate reportable segments.

During the previous financial year ended March 31, 2022, the transaction costs amounting to 449.08 Lakhs with respect to the IPO of your Company, which were initially borne by the Company, were recognized as an expense. During the year, upon successful completion of the IPO, these expenses have been fully recovered from the selling shareholders. The PAT for FY23 adjusted for these expenses is 2,859.83 Lakhs.

2. REVIEW OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

Your Company is a leading market intelligence platform providing data & software for the private markets globally. The customer segment of your Company includes private market investors & investment banks (venture capital funds, private equity funds, investment banks); and M&A, corporate development, and innovation teams at large corporations, including many Fortune 500 companies. Nearly 70% of the revenue of your Company is from international customer base, spanning over 50 countries.

The business follows a SaaS model similar to the business model of many companies that provide public market financial data. Our customers subscribe to our platform by paying an upfront subscription fee. This business model has a high operating leverage, since post the initial investment in the technology and data platform, the cost to serve incremental customers is very low. This has resulted in a steady margin expansion across the last three financial years. The business is asset-light and has been debt free since inception. The business achieved profitability in FY23. After adjusting for IPO related expenses and payments, and deferred tax, your Company had an EBIDTA of 257.17 Lakhs, PAT of 534.11 Lakhs, and free cash flow of 1,192.78 Lakhs in FY23, as compared to an EBIDTA of negative 191.56 Lakhs, PAT of negative 35.69 Lakhs, and free cash flow of 488.72 Lakhs in FY22.

More details on the operational and financial performance of the Company are provided in the Management Discussion & Analysis Report, which forms a part of the Annual Report.

3. TRANSFER TO RESERVES AND DIVIDEND

During FY23, your Company has not transferred any amount to General Reserves. Although FY23 was the first profitable year for your Company, given that your Company is still in the growth phase, the Board plans to re-invest the profits back into your Company to support its growth objectives, and does not recommend any dividend for the Financial Year ended March 31, 2023.

4. SHARE CAPITAL

(i) Authorised Capital

The Authorised Capital of the Company as on March 31, 2023, was 12,00,00,000 (Rupees Twelve Crores only) consisting of 12,00,00,000 equity shares of 1 (Rupee One only) each. During the year under review, the Authorised Share Capital of the Company was reclassified from

12,00,00,000/- (Rupees Twelve Crores only) comprising 10,95,00,000 (Ten Crore Ninety-Five Lakhs) Equity Shares of 1/- (Rupee One only) each, 3,18,000 (Three Lakhs Eighteen Thousand) Series A Compulsorily Convertible Preference Shares (Series A CCPS) of 10/- (Rupees Ten only) each and 7,32,000 (Seven Lakhs and Thirty-Two Thousand) Preference Shares of 10/- (Rupees Ten only) each to 12,00,00,000/- (Rupees Twelve Crore only) comprising 12,00,00,000 (Twelve Crore) Equity Shares of 1/- (Rupee One only) each by Special Resolution passed by the Shareholders at the Extraordinary General Meeting held on June 29, 2022.

(ii) Paid-Up Capital

Paid-Up Capital of the Company was 10,03,10,185/- (Rupees Ten Crores Three lakhs Ten Thousand One Hundred and Eighty Five only) comprising of 10,03,10,185 fully paid up equity shares of 1/- each, as on March 31, 2023.

(iii) Alteration of Memorandum of Association (MOA) & Articles of Association (AOA)

The MOA of the Company was altered pursuant to a special resolution passed in an EGM on June 29, 2022, wherein the authorized share capital of the Company was reclassified from 12,00,00,000/- (Rupees Twelve Crores only) comprising 10,95,00,000 (Ten Crore Ninety-Five Lakhs) Equity Shares of 1/- (Rupee One only) each, 3,18,000 (Three Lakhs Eighteen Thousand) Series A Compulsorily Convertible Preference Shares (Series

A CCPS) of 10/- (Rupees Ten only) each and 7,32,000 (Seven Lakhs and Thirty-Two Thousand) Preference Shares of 10/- (Rupees Ten only) each to 12,00,00,000/- (Rupees Twelve Crore only) comprising 12,00,00,000 (Twelve Crore) Equity Shares of 1/- (Rupee One only).

The AOA was amended pursuant to a special resolution passed at the AGM held on 15th September 2022, to align the AOA with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and the stock exchanges where the equity shares of the Company were subsequently listed. Further, a special resolution was passed via Postal Ballot on 21st Jan 2023 for the approval of Article 180 of the AOA, which provides Elevation Capital V Limited, one of the early investors of the Company, the right to nominate one Director on the Board of the Company on a non-retirement basis, subject to them holding at least 7% of the paid-up share capital of the Company on a fully diluted basis.

(iv) Employees Stock Option Plan

Your Company provides employees with an ownership interest in the company in the form of stock options. The stock options incentivize employees as your Companys success translates into financial rewards for them. Your Company has one stock option scheme, the Tracxn Employee Stock Option Plan 2016 ("ESOP 2016"), which was rati_ed by shareholders post the IPO, via Postal Ballot on 21st Jan 2023, in accordance with Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations").

The Employee Stock Option Scheme 2016 is being administered and monitored by Nomination and Remuneration Committee of the Company. The scheme is in compliance with the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.

A certificate from BMP & Co. LLP, Secretarial Auditors of the Company, has been received by the Company with respect to compliance with Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations") and the same shall be available for inspection by Members who request for the same by sending e-mail to the Company at compliance-officer@tracxn.com from their registered e-mail address. A statement containing the relevant disclosures pursuant to Regulation 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 of the SEBI SBEBSE Regulations for the financial year ended on March 31, 2023 can be accessed on the website of the Company at www.tracxn.com/investor-relations/news-and-announcements/shareholder-services.

5. MATERIAL EVENTS DURING FY 2022_23

Initial Public Offer of Equity Shares of the Company

Your Company initiated the process of Initial Public Offer ("IPO") of its Equity Shares during the year as the Offer for Sale (OFS) of shares by existing shareholders of the Company. The IPO was well received and subscribed by both retail and institutional investors and the Company got listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as Stock Exchanges). Despite the turbulent market conditions, your Company completed its IPO successfully with participation of several leading investors with an anchor book participation from marquee investors like Abakkus, BNP Paribas, ICICI Prudential, Kotak Mahindra Mutual Fund & Kotak Mahindra Life Insurance, Motilal Oswal, Nippon Life, Reliance General Insurance, Tara Emerging Capital and White Oak Capital. The Board is grati_ed and humbled by the faith shown in the Company by its Members.

The issue was opened on Monday, October 10, 2022 and closed on Wednesday, October 12, 2022. The Company got listed on Stock Exchanges on Thursday, October 20, 2022. The offer comprised of 3,86,72,208 shares of face value of 1/- each being offered for sale by the selling shareholders, and the total size of the IPO, at a price of 80 per equity share, was

3,09,37,76,640/-. Your Company did not receive any proceeds from the offer since it involved only the Offer for Sale.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the year.

7. PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rule, 2014 during the year. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2023.

8. BOARD COMPOSITION

The Board is at the core of the corporate governance system of the Company, and is committed towards compliance of sound principles of Corporate Governance and plays a crucial role in overseeing how the management serves short-term and long-term interests of the members and other stakeholders.

Your Company has an appropriate mix of Executive Directors and Independent Directors. The composition of the Board of your Company is in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Companies Act, 2013. As on March 31, 2023, the Board of Directors of your Company comprised of Seven (7) Directors consisting of Four (4) Independent Directors, Two (2) Executive and One (1) Nominee Director. The two Executive Directors are also the promoters of the Company. The Independent Directors are all eminent individuals with proven track records. The respective skills and detailed backgrounds for the Independent Directors is covered in the Management Discussion and Analysis report and the Corporate Governance Report. None of the Companys directors are disqualified as specified under Section 164 of the Act.

The list of directors on the Board of your Company as on March 31, 2023 was as follows:

S. No.

Name Designation Date of Appointment Date of Cessation
1 Neha Singh Chairperson and Managing Director June 14, 2016 NA
2 Abhishek Goyal Executive Director January 2, 2013 NA
3 Brij Bhushan Independent Director August 6, 2021 NA
4 Nishant Verman Independent Director August 6, 2021 NA
5 Payal Goel Independent Director August 6, 2021 NA
6 Rohit Jain Independent Director August 6, 2021 NA
7 Vivek Kumar Mathur Nominee Director April 23, 2015 April 22, 2023

During the year under review and till the date of this report, the two Non-Executive Directors, who were nominated on the Board of your Company by Elevation Capital V Limited, have vacated their respective seats as per the internal policies of Elevation Capital V Limited. Elevation Capital V Limited is the first institutional shareholder of the Company and continues to be one of the largest shareholders of the Company. Mr. Ravi Chandra Adusumalli, Non-Executive

Director, resigned from the Board from close of business hours of November 15, 2022 and Mr. Vivek Kumar Mathur, Nominee Director of Elevation Capital V Limited resigned from the Board from close of business hours of April 21, 2023. Further Mr. Ravi Chandra Adusumall and Mr. Vivek Kumar Mathur have confirmed that there were no material reasons for their respective resignations.

The Board places on record its appreciation for Mr. Ravi Chandra Adusumalli and Mr. Vivek Kumar Mathur for their invaluable contribution and guidance during their tenure.

The Non-Executive Directors had no pecuniary relationship or transactions during the year with the Company, other than receipt of sitting fees and fixed remuneration.

9. RE_APPOINTMENT OF DIRECTORS

Pursuant to the provisions of Section 152 (6) of the Act, Ms. Neha Singh (DIN: 05331824), Chairperson and Managing Director of the Company and one of the promoter of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. In compliance with Secretarial Standards-2, the brief resume, expertise, and other details of Ms. Neha Singh is given in the notice convening the AGM. Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board recommends her reappointment as Director at the ensuing AGM.

10. INDEPENDENT DIRECTORS

The Board comprised of four Independent Directors as on March 31, 2023. The tenure of all Independent Directors is in accordance with the Companies Act, 2013, and SEBI Listing Regulations.

Your Company has received necessary declarations from each Independent Director that they satisfy the criteria of independence laid down under the provisions of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations. The Board is of the opinion that no circumstances have arisen till the date of this report which may affect their status as Independent Directors of your Company. The Board is satisfied with the integrity, expertise, experience (including pro_ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act together with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year, none of the Independent Directors resigned from the Board.

The Independent Directors of the Company had no pecuniary relationship or transactions during the year with the Company, other than fixed remuneration and sitting fees, as detailed in Corporate Governance Report forming part of this report.

11. ANNUAL EVALUATION OF PERFORMANCE BY THE

BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the

Board along with performance evaluation of each Director to be carried out on an annual basis. The performance evaluation was carried out by the Nomination and Remuneration Committee in its meeting held July 31, 2023.

The evaluation was conducted via a questionnaire containing qualitative questions, with responses provided on a rating scale. Evaluation was based on criteria such as the composition of the Board and its Committees, their functioning, communication between the Board, its Committees and the management of the Company, and performance of the Directors and Chairperson of the Board based on their participation in effective decision making and their leadership abilities.

The Independent Directors held a separate meeting during the financial year, and the process of evaluation was concluded by the Board in its meeting held on August 1, 2023.

12. MEETINGS OF THE BOARD OF DIRECTORS

The Board met 8 (eight) times during the year under review. The details of the meetings are disclosed in the Corporate Governance Report forming part of this Annual Report.

The maximum interval between any two Meetings did not exceed 120 days as prescribed by the Companies Act, 2013.

13. COMMITTEES OF THE BOARD

The Board has constituted 4 (four) committees which are mandated by the Companies Act, 2013 and SEBI Listing Regulations, which are the Audit Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration Committee and the Corporate Social Responsibility Committee.

a) Audit Committee

The Audit Committee comprises of 3 independent directors and 1 executive director. The members of the Audit Committee are Mr. Rohit Jain (Independent Director, and the Chairperson of the Audit Committee), Mr. Brij Bhushan (Independent Director), Ms. Payal Goel, (Independent Director) and Ms. Neha Singh, the Managing Director.

Five (5) Audit Committee Meetings were held during the financial year under review. Details of the meeting forms part of the Corporate Governance Report.

b) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of 2 independent directors and 1 executive director. The members of the Stakeholders Relationship Committee are Mr. Brij Bhushan (Independent Director, and the Chairperson of the Stakeholders Relationship Committee), Mr. Rohit Jain (Independent Director), and Ms. Neha Singh, the Managing Director.

One (1) Stakeholders Relationship Committee Meeting was held during the financial year under review. Details of the meeting forms part of the Corporate Governance Report.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of 3 Independent Directors. The members of the Nomination and Remuneration Committee are Ms. Payal Goel (Independent Director, and the Chairperson of the Nomination and Remuneration Committee), Mr. Brij Bhushan (Independent Director), and Mr. Nishant Verman (Independent Director).

Four (4) Nomination and Remuneration Committee Meetings were held during the financial year under review. Details of the meeting forms part of the Corporate Governance Report.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee comprises of 1 Independent Directors and 2 Executive Directors. The members of the Corporate Social Responsibility Committee are Ms. Neha Singh, the Managing Director, and the Chairperson of the Corporate Social Responsibility Committee, Mr. Abhishek Goyal (Executive Director) and Mr. Nishant Verman (Independent Director).

Your Company does not fulfil the criteria prescribed in Section 135(1) of the Companies Act, 2013 for CSR spend in FY23. Therefore your Company was not mandatorily required to undertake CSR activities and spending any amount thereby. Accordingly, no meetings of the CSR Committee were held during FY23.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm and state that: a) in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed and no material departures have been made for the same;

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 ended on March 31, 2023 and of the profit of the company for the period ended March 31, 2023;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts for the year ended March 31, 2023 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were 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

15. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the KMP of the Company as on March 31, 2023 are:

o Neha Singh - Chairman and Managing Director

o Abhishek Goyal – Executive Director

o Prashant Chandra - Chief Financial Officer

o Megha Tibrewal (formerly Megha Bohra) – Company Secretary and Compliance officer till the close of business hours of February 7, 2023

o Pranav Koranne – Interim Company Secretary cum Interim Compliance Officer Post the year under review, upon Ms. Megha Tibrewal resuming her work post her maternity leave, Mr. Pranav Koranne resigned from his position as Interim Company Secretary cum Interim Compliance Officer of the Company as at the close of business hours on July 31, 2023, and Megha Tibrewal was re-appointed as the Company Secretary cum Compliance Officer of the Company on August 1, 2023.

16. COMPANYS POLICY ON APPOINTMENT AND

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is available on the website of the Company at www.tracxn.com/investor-relations/corporate-governance/ policies.

17. RISK MANAGEMENT

The Company is not in the top 1000 listed entities, determined on the basis of market capitalization as at March 31, 2023. Therefore, Risk Management Committee as required under Regulation 21 of SEBI Listing Regulations is not applicable to the Company. The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are Reputation and Competition, Legal and Compliance, Economic and Operational, Storage of data, Security and Fraud, Strategic, Taxation and Financial and Human Resource that may potentially affect the working of the Company. The policy is available on the website of the Company at www.tracxn.com/investor-relations/corporate-governance/policies.

18. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy and has established necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act. The policy is available on the website of the Company at www.tracxn.com/investor-relations/corporate-governance/ policies.

The policy provides a mechanism, which ensures adequate safeguard to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of the Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. No complaints were received by the Company under the Whistle Blower Policy during FY 2022-23.

19. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is available on the website of the Company at www.tracxn.com/ investor-relations/financials.

20. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Standalone Financial Statements forming part of the Annual Report.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS

WITH RELATED PARTIES REFERRED TO IN SECTION 188_1_ OF THE COMPANIES ACT, 2013

All the transactions with related parties were in the ordinary course of the business and on the arms length basis and are reported in the Notes to the Standalone Financial Statements. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website at www.tracxn. com/investor-relations/corporate-governance/policies.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report as Annexure 2.

23. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The number of employees in your Company as at March 31, 2023 was 847. Your Company places great emphasis on ensuring gender diversity within the organization. As at the year end, 44% of the employees were female. Your Company continues to put in efforts on this aspect, and hopes to reach gender parity soon.

Your Company is committed to maintaining a high level of compliance with the applicable labour laws, and has implemented various policies and process to ensure timely completion of all periodic labour compliances and for monitoring and maintaining the status of compliances on an on-going basis.

Your Company is also pleased to announce that it has implemented various initiatives for the benefit of its employees, such as time boxing, clear agendas for each meeting, written notes for each meeting item, milestone / stage based project management, and leverage automation to streamline operations, and well-being initiatives (health & fitness initiatives, employee engagement activities, work-life balance via streamlined work timings, monthly satisfaction surveys, employee training & skill enhancement, and rewards & recognition / belongingness).

24. SUBSIDIARY, ASSOCIATE COMPANIES, JOINT

VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

Your Company has no subsidiaries, joint ventures or associate companies as of March 31, 2023.

During the year under review no company became/ceased to be subsidiary or associate or joint venture of the Company. Further, in accordance with the Section 129(3) and 136 of the Companies Act, 2013 ("Act") read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, no disclosure is required to be made.

25. STATUTORY AUDITORS AND STATUTORY AUDITORS

REPORT

M/s. Price Waterhouse Chartered Accountants, LLP Bengaluru

(Firm Registration No. 012754N/N500016) were re-appointed as Statutory Auditors of your Company at the 9th Annual General Meeting for a term of five (5) consecutive years from the conclusion of 9th AGM of Company till the conclusion of its AGM for the FY 2025-26. The Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Notes to Accounts are self-explanatory and do not call for any further comments.

26. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, your Company had appointed M/s. BMP & Co. LLP, Company Secretaries, as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the financial year 2022-23. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure 1 to the Boards Report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the year 2022-23, from M/s. BMP & Co. LLP, Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on May 18, 2023.

27. MAINTENANCE OF COST RECORDS

During the period under review, provisions of Rule 8(5)(ix) of The Companies (Accounts) Rules, 2014 read with Section 148(1) and rule 3 and 4 of The Companies (Cost Records and Audit) Rules, 2014 are not applicable on the Company.

28. INTERNAL AUDITORS

Your Company at its Board Meeting held on March 17, 2022, appointed M/s. Singhvi Dev & Unni LLP, Chartered Accountants, having Firm Registration Number S200358, as Internal Auditors of the Company for the FY 2021-22 and 2022-23, pursuant to provisions of Section 138 of the Companies Act, 2013.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boards Report.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR

ADEQUACY

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control.

During the year under review, no material or serious observation has been received from the Auditors of your Company citing ine_ciency or inadequacy of such controls. An extensive internal audit was carried out by M/s. Singhvi Dev & Unni LLP, Chartered Accountants and post audit reviews were also carried out to ensure follow up on the observations made.

31. DISCLOSURE REQUIREMENTS

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, the following are part of this Annual Report and are appended to this report:

a. Management Discussion and Analysis Report, as a separate section forming part of the Annual Report

b. Report on Corporate Governance, as a separate section forming part of the Annual Report

c. Declaration on Compliance with Code of Conduct, in Annexure 1 to the Report on Corporate Governance

d. Certificate from Practicing Company Secretary that none of the Directors on the board of the company have been debarred or disqualified from being appointed or to act as director of the Company, in Annexure 3 to the Report on Corporate Governance; and

e. Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance, in Annexure 4 to the Report on Corporate Governance.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There have been no material changes and commitments that occurred after the close of the financial year till the date of report, which may affect the financial position of the Company, except as stated in this report.

34. CORPORATE SOCIAL RESPONSIBILITY _CSR_

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, your Company has established a Corporate Social Responsibility (CSR) Committee. Further, the details of composition of the Corporate Social Responsibility Committee and other details are also provided in the Corporate Governance Report which forms part of this report.

For FY 2022-23, your Company does not fulfill the criteria prescribed in Section 135(1) of the Companies Act, 2013 for CSR spend. Therefore the Company was not mandatorily required to undertake CSR activities and spending any amount thereby.

35. POLICY ON SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee ("IC") which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

While maintaining the highest governance norms, the Company has appointed the following members to the IC:

Name of the Member

Designation
Megha Tibrewal Presiding Officer
Pooja Ravindra Rao Member
Amit Agarwal Member
Anitesh Dharam Member
Binu Verma External Member

During the year under review, the IC was reconstituted and Mr. Anitesh Dharam was inducted in the Committee with effect from February 8, 2023.

No complaints pertaining to sexual harassment were filed, disposed of, or pending during the financial year under review.

36. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Your Company operates a data platform for private markets, and is a service company. The Company does not have any plants or machinery, or any other energy intensive activities. The Company nevertheless consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the information on

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

(A) Conservation of Energy

Your Company operates a data platform for private markets, and is a service company. The Company does not have any plants or machinery, or any other energy intensive activities. The Company nevertheless consciously makes all efforts to conserve energy across its operations.

Some of the key measures taken by the Company in this regard during the financial year under review are listed below:

• The Company enables remote working facility, and regularly conducts remote meetings to the extent possible, including the various committee meetings to reduce the commute.

• Your Company maintains water dispensers in its office premises for its employees, and has very limited use of packaged drinking water.

• Localized air conditioners have been installed across the office premises, instead of central air conditioning.

• The size of meeting rooms are typically compact, and the height of the ceiling in our office premises has been reduced to reduce the load on air conditioners.

• Your Company only engages authorized e-waste recyclers for disposal of electronics waste.

(B) Technology Absorption, Research And Development (i) The efforts made towards technology absorption, benefits derived like product improvement, cost reduction, product development or import substitution

Integrating Razorpay and Stripe - new generation modes of payment collection

Implementing no-code solution - WebFlow - used by Product & Marketing for building multiple customer facing webpages including - the Investor Relation pages, the Customers & Offerings pages; allows for near real-time changes and experimentation

Security - we introduced 2-factor email OTP based authentication - to secure customer accounts and prevent abuse

AI - we have started using both open-source models as well as proprietary models like Open AIs GPT4 - expected to help in small but meaningful improvements in how users interact with the platform in things like sector discovery or better searching

(ii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Your Company has not imported any technology during the last three years reckoned from the beginning of the financial year.

(iii) The expenditure incurred on Research and Development:

Your Company does not have a separate independent research and development activity. As such, no material amount of expenditure was incurred on research and development activity of the Company.

(C) Foreign Exchange Earnings / Outgo

During the financial year under review, the total Foreign Exchange Inflow and Outflow during the year under review is as follows: (in Lakhs)

Particulars

2022-23 2021-22
Inflow 5,305.81 4,470.33
Outflow 28.33 26.18

37. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

Your Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

38. THE DETAILS OF APPLICATION MADE OR ANY

PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 _"IBC"_ DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT

OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Your Company was not required to obtain this valuation report.

40. PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The said Code is available on the website of your Company at www.tracxn.com/investor-relations/corporate-governance/ policies.

41. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company provides following additional disclosures as on March 31, 2023: o No equity shares with differential rights as to dividend, voting or otherwise have been issued. o No sweat equity shares have been issued. o No buyback of shares have been undertaken. o No amount or shares were required to be transferred to the Investor Education and Protection Fund. o The entire share capital of your Company has been dematerialized. o The requirement of submitting a business responsibility and sustainability report is not applicable for your Company for FY 2022-23.

42. ACKNOWLEDGEMENT

The Directors would like to express their gratitude to all the present and previous employees of the Company for their hard work, dedication, commitment and efforts. The directors wish to express their sincere appreciation, and thanks for the continued co-operation, guidance, support and assistance extended by customers, suppliers, banks, consultants and advisors, the Government of India and the concerned State Government, the regulatory and statutory authorities for the support to the Company.