Tracxn Technologies Ltd Directors Report

Dear Members,

The Board of Directors ("the Board") of your Company is pleased to present the 13th (Thirteenth) 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, 2025 (hereinafter referred as "FY 2024-25", "FY25" or "during the year").

1. FINANCIAL HIGHLIGHTS

The key highlights of the financial results of your Company for the financial year ended March 31, 2025 are as follows:

(In Rs. Lakhs, except for per share data) Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	8,446.73	8277.05
Other Income	27.93	30.93
Other Gains/(Losses) - Net	562.27	395.69
Total Income	9,036.93	8703.67
Less: Total Expenses excluding Depreciation and Amortization	8,363.38	7818.37
Less: Depreciation and Amortization	11.36	17.01
Profit / (Loss): before Exceptional Items & Tax	662.19	868.29
Less: Exceptional Items	0.00	0.00
Profit / (Loss) before Tax	662.19	868.29
Less: Current Income Tax	45.51	17.68
Less: Deferred Tax	1,571.09	200.47
Profit / (Loss) for the Year	(954.41)	650.14
Add: Other Comprehensive Income / (Loss)	(49.28)	(42.40)
Total Comprehensive Income / (Loss) for the Year	(1,003.69)	607.74
Profit / (Loss) per share (Basic)	(0.89)	0.61
Profit / (Loss) per share (Diluted)	(0.89)	0.61

Please note that your Company does not have any subsidiaries. Therefore, the financial statements of your Company are prepared only for one entity and are on a standalone basis.

The annual Audited Financial Statements for the financial year ended March 31, 2025 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.

2. REVIEW OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

Your Company is a leading private 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 60% of the revenue of your Company is from international customer base, spanning over 50 countries. The business follows a SaaS model similar to many established companies in this space that provide public market financial data. 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.

For FY25 your Company recorded EBITDA, PAT and free cash flow of Rs.83.35 Lakhs, ( Rs.954.41) Lakhs and Rs.1,433.24 Lakhs respectively, against corresponding FY24 numbers 3 of Rs.458.68 Lakhs, Rs.650.14 Lakhs and Rs.1,027.05 Lakhs respectively.

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

3. TRANSFER TO RESERVES AND DIVIDEND

As your Company does not have profits in FY25, no amount is proposed to be transferred to reserves. Accordingly, the Board of Directors does not recommend any dividend for FY25.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your Company adopted the Dividend Distribution Policy setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend, and the same is available on the website of your Company at https://w.tracxn.com/investor-relations/corporate- governance/policies

4. SHARE CAPITAL

(i) Authorised Share Capital

The Authorised Share Capital of your Company as on March 31,2025, was Rs. 12,00,00,000 /- (Rupees Twelve Crores only) consisting of 12,00,00,000 equity shares of Re 1 /- (Rupee One only) each. During the year under review, there was no change in the Authorised Share Capital of your Company.

(ii) Paid-Up Capital During the year, the change in issued, subscribed and paid up share capital of your Company was as follows: Particulars	No. of shares	Amount (in Rs.)
Issued, Subscribed and Paid up Share Capital at the beginning of the financial year 2023-24	10,35,41,101	10,35,41,101
Shares issued/allotted during the financial year 2024-25	29,24,993	29,24,993
Issued, Subscribed and Paid-up Share Capital at the end of the financial year 2024-25	10,64,66,094	10,64,66,094

Shares issued/allotted during the financial year 2024-25 are detailed below. S.No.	Date of Allotment	Mode of issue/allotment	No. of shares allotted	Amount (in Rs.)
1.	April 13, 2024	Employee Stock Options Exercised	317,228	317,228
2.	May 08, 2024	Employee Stock Options Exercised	45,200	45,200
3.	June 07, 2024	Employee Stock Options Exercised	205,716	205,716
4.	July 06, 2024	Employee Stock Options Exercised	360,086	360,086
5.	August 05, 2024	Employee Stock Options Exercised	99,707	99,707
6.	September 05, 2024	Employee Stock Options Exercised	182,892	182,892
7.	October 05, 2024	Employee Stock Options Exercised	242,855	242,855
8.	November 08, 2024	Employee Stock Options Exercised	447,036	447,036
9.	December 07, 2024	Employee Stock Options Exercised	349,998	349,998
10.	January 08, 2025	Employee Stock Options Exercised	278,967	278,967
11.	February 10, 2025	Employee Stock Options Exercised	244,725	244,725
12.	March 08, 2025	Employee Stock Options Exercised	150,583	150,583
Total			29,24,993	29,24,993

After closure of the reporting period, your Company has issued/allotted Equity Shares as per the following details: S.No.	Date of Allotment	Mode of issue/allotment	No. of shares allotted	Amount (in Rs.)
1.	April 08, 2025	Employee Stock Options Exercised	428,488	428,488
2.	May 07, 2025	Employee Stock Options Exercised	83,544	83,544
Total			512,032	512,032

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

No alterations were done during the financial year 2024-25 in the MOA and AOA of your Company.

(iv) Employees Stock Option Plan

Your Company has two (2) employee stock option plan.

(1) Tracxn Employee Stock Option Plan 2016 ("ESOP 2016"), which was ratified by shareholders subsequent to the IPO, via Postal Ballot, on 21st January, 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").

(2) Tracxn Employee Stock Option Plan 2024 ("ESOP 2024") which was approved by the shareholders via Postal Ballot on 28th December, 2024. The total number of options that may be granted under ESOP 2024 shall not exceed 30,00,000 (Thirty Lakhs) options which are convertible into the equivalent number of equity shares of the Company having face value Rs.1/- (One) each.

ESOP 2016 and ESOP 2024 are in compliance with the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021. A certificate from the Secretarial Auditors of your Company, BMP & Co. LLP under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations") is available on the website of your Company at https://w.tracxn.com/investor- relations/shareholder-services#annual-general-meeting .

A statement containing the relevant disclosures pursuant to Rule 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 31,2025 can be accessed on the website of your Company at https://w.tracxn.com/investor-relations/shareholder- services#annual-general-meeting .

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

There were no material changes affecting the financial position of your Company between the end of the financial year under review and the date of this report, other than issue of equity shares, as detailed in Section 4 above.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company 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, 2025.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has an appropriate mix of directors on its Board. As of March 31, 2025, the Board of Directors of your Company comprised two (2) Executive Directors, including one (1) woman Executive Director, and four (4) Independent Directors, including one (1) woman Independent Director. 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.

All Directors are eminent individuals with proven track records, and their detailed backgrounds are provided in the Corporate Overview section forming part of this Annual Report.

None of the Directors are disqualified as specified under Section 164 of the Act.

Appointments and Re-appointment to the Board

Re- appointment

The Board, at its meeting held on May 20, 2024 and based on the recommendation of Nomination and Remuneration Committee ("NRC"), approved the reappointment of Abhishek Goyal (DIN:00423410), Vice-Chairman and Executive-Director of your Company, who was liable to retire by rotation at the previous Annual General Meeting ("AGM") and being eligible, offered himself for re-appointment. The re-appointment was approved by the members at the AGM held on September 26, 2024.

The following Directors are proposed to be appointed/ re-appointed at the ensuing AGM, the brief details of which are mentioned in the Notice of 13th AGM forming part of this Annual Report:

> The Board of Directors at its Meeting held on May 26, 2025 approved re-appointment of Ms. Neha Singh (DIN: 05331824) as Managing Director for a period of 5 (five) consecutive years commencing from August 06, 2026 upto August 05, 2031 (both days inclusive) on the terms and conditions mentioned in the Notice convening the 13th AGM, subject to the approval of the shareholders through special resolution.

> The Board of Directors at its Meeting held on May 26, 2025 approved re-appointment of Mr. Abhishek Goyal (DIN: 00423410) as an Executive Director for a period of 5 (five) consecutive years commencing from August 06, 2026 upto August 05, 2031 (both days inclusive) on the terms and conditions mentioned in the Notice convening the 13th

AGM, subject to the approval of the

shareholders through special resolution.

> The Board of Directors at its Meeting held on

May 26, 2025 approved re-appointment of Mr. Brij Bhushan (DIN: 03624436) as an Independent Director for a second term of 5 (five) consecutive years commencing from August 06, 2026 upto August 05, 2031 (both days inclusive) on the terms and conditions mentioned in the Notice convening the 13th AGM, subject to the approval of the

shareholders through special resolution.

> The Board of Directors at its Meeting held on

May 26, 2025 approved re-appointment of Mr. Nishant Verman (DIN: 05128414) as an Independent Director for a second term of 5 (five) consecutive years commencing from August 06, 2026 upto August 05, 2031 (both days inclusive) on the terms and conditions mentioned in the Notice convening the 13th AGM, subject to the approval of the

shareholders through special resolution.

> The Board of Directors at its Meeting held on

May 26, 2025 approved re-appointment of Ms. Payal Goel (DIN: 09196284) as an Independent Director for a second term of 5 (five) consecutive years commencing from August 06, 2026 upto August 05, 2031 (both days inclusive) on the terms and conditions mentioned in the Notice convening the 13th AGM, subject to the approval of the

shareholders through special resolution.

The Board of Directors at its Meeting held on May 26, 2025 approved re-appointment of Mr. Rohit Jain (DIN: 06876642) as an Independent Director for a second term of 5 (five) consecutive years commencing from August 06, 2026 upto August 05, 2031 (both days inclusive) on the terms and conditions mentioned in the Notice convening the 13th AGM, subject to the approval of the shareholders through special resolution.

Re-appointment of Director retiring by rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of Association of the Company, Ms. Neha Singh (DIN: 05331824), Managing Director of the Company is liable to retire rotation at the ensuing 13th AGM and being eligible, offered herself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended her appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to the aforesaid appointment/re-appointment of directors are given in the Notice of AGM.

Changes in Key Managerial Personnel:

During the year under review, Ms. Megha Tibrewal resigned from her position as Company Secretary and Compliance Officer of your Company on May 20, 2024, due to her maternity leave, and Ms. Surabhi Pasari was appointed as the Company Secretary and Compliance Officer on May 20, 2024.

9. INDEPENDENT DIRECTORS DECLARATION

The Board comprised four Independent Directors as on March 31,2025. 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 proficiency 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 your 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 your Company had no pecuniary relationship or transactions during the year with your Company, other than fixed remuneration and sitting fees, as detailed in Corporate Governance Report forming part of this report.

Based on disclosures provided by them, none of them are disqualified/debarred from being appointed or continuing as Directors of the Company by any order of Ministry of Corporate Affairs / SEBI or any other statutory authorities.

10. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the 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, its Committees and individual Directors.

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 also held a separate meeting during the financial year, to evaluate the performance of the Board as a whole, the NonIndependent Directors and the chairperson of the Board.

11. BOARD AND COMMITTEE MEETINGS

The Board met 5 (five) 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 Board has constituted 4 (four) committees in compliance with the Companies Act, 2013 and SEBI Listing Regulations; the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee.

The details with respect to the composition, number of meetings held, and terms of reference for each committee are given in the Corporate Governance Report forming part of this Annual Report.

12. 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 accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. We 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 March 31, 2025 and of the profit of the company for that period;

c. We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. We have prepared the annual accounts on a going concern basis; and

e. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

13. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

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

The salient features covered in the policy are:

?€? Criteria for appointment, removal and retirement of Directors and Managerial Personnel including the qualification and diversity requirements, their term and their evaluations

?€? Policy for remuneration to Executive Directors, Non-Executive / Independent Directors and Managerial Personnel

?€? Familiarisation programmes to be conducted for Directors

14. RISK MANAGEMENT

Risk Management Committee as required under Regulation 21 of SEBI Listing Regulations and applicable to top 1000 companies, determined on the basis of market capitalization at the end of FY25 is not applicable for your Company. Your 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 your 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 your Company. The policy is available on the website of your Company at https://w.tracxn.com/investor-relations/corporate- governance/policies

15. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy and has established necessary vigil mechanisms for Directors and employees in confirmation with Section 177(9) of the Act. The policy is available on the website of your Company at https://w.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 concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of your Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee.

No complaints were received by your Company under the Whistle Blower Policy during FY 2024-25.

16. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013, a copy of the annual return is available on the website of your Company at: -

https://w.tracxn.com/investor-

relations/shareholder-services#annual-general-

meeting .

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, there were no loans, guarantees or investments made under Section 186 of the Companies Act, 2013.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https://w.tracxn.com/investor-relations/corporate- governance/policies .

All contracts or arrangements or transactions entered during the year with related parties were on arms-length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY25.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

19. 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 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 forms part of the Boards Report as Annexure 2.

20. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The number of employees in your Company as at the end of financial year 2024-25 was 664 including the executive directors. During the year under review, the Company has formed a gratuity fund exclusively for gratuity payment to the employees in the name of "Tracxn Employees Group Gratuity Scheme" and the same has been approved by Income Tax authorities. The gratuity liability amount is contributed to the approved gratuity fund formed. This step underlines our commitment to looking after employees and ensuring their financial security when they retire.

A number of other initiatives aimed at improving productivity and well-being of employees have been implemented over the past few years. These are described in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

21. SUBSIDIARY, ASSOCIATE COMPANIES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

Your Company has no subsidiaries, joint ventures or associate companies as of March 31, 2025 and during the year under review no company became/ceased to be subsidiary or associate or joint venture of your Company. Accordingly, the statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014 in Form AOC-1, is not applicable to your Company.

22. 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 14th AGM to be held for the FY 202526. Your Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of your Company. The report of the Statutory Auditors forms part of the Annual Report for FY25, and does not contain any qualification, reservation, adverse remark.

23. 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 2024-25. 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 their report.

Pursuant to circular No. CIR/ CFD/ CMD1 / 27/ 2019 dated February 8, 2019, issued by Securities and Exchange Board of India, your Company has obtained Annual Secretarial Compliance Report for the year 2024-25, from M/s. BMP & Co. LLP, Practising Company Secretaries on compliance with applicable SEBI Regulations and circulars / guidelines issued thereunder. A copy of the certificate was submitted to the Stock Exchanges on May 15, 2025.

24. 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 to your Company.

25. INTERNAL AUDITORS

Your Company at its Board Meeting held on November 08, 2024, appointed M/s.SPR & Co., Chartered Accountants, having Firm Registration Number 009784S, as Internal Auditors of your Company for financial year 2024-25, pursuant to provisions of Section 138 of the Companies Act, 2013. The findings of the Internal Audit report are submitted to the Audit Committee on a periodic basis and corrective actions are taken by the respective functional teams as per suggestions of the Internal Auditor and Audit Committee.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instances of fraud were reported by the Statutory Auditors, the Internal Auditors or the Secretarial Auditors to the Audit Committee, the Board, or to the Central Government, under Section 143(12) of the Act.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has established internal financial controls by way of policies and procedures that are commensurate with the size of its operations, and these are operating effectively and adequately. These policies and procedures are designed to ensure efficient conduct of your Companys business, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, accurate and reliable maintenance of the books of accounts, timely and reliable preparation of financial information, and adherence to compliance.

The Internal Auditors of your Company have performed a detailed evaluation of the adequacy and effectiveness of the internal control systems, and their reports were reviewed and discussed in the Audit Committee meetings and shared with the Statutory Auditors.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for FY25, as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is provided separately forming part of this Annual Report.

29. CORPORATE GOVERNANCE REPORT

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Corporate Governance Report for FY25, as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is provided separately forming part of this Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of SEBI Listing Regulations, applicable to top 1000 companies determined on the basis of market capitalization at the end of FY25, is not applicable for your Company.

31. 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 orders were passed by the regulators or courts or tribunals which impact the going concern status of your Company.

32. 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 adopted a Corporate Social Responsibility Policy, which is available on the website of your Company at https://w.tracxn.com/investor-relations/corporate- governance/policies

The salient features covered in the policy are:

?€? Composition of the CSR Committee and governance structure of CSR activities

?€? Operating framework for conducting CSR activities, which includes the amount to be spent, the activities that it may be spent on, and the monitoring and disclosure frameworks

For FY 2024-25, your Company does not fulfil the criteria prescribed in Section 135(1) of the Companies Act, 2013 for mandatory CSR spend. Therefore, your Company was not mandatorily required to undertake any CSR activities.

33. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company places great emphasis on fostering an environment that is free from any form of harassment or discrimination, and has adopted a zero-tolerance policy towards sexual harassment. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints pertaining to sexual harassment that were filed are as follows: No of complaints pending	No of complaints	No of complaints	No of complaints pending
resolution as at beginning	received during FY	resolved during FY	resolution as at end of FY 24-25
of FY 24-25	24-25	24-25
0	0	0	0

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

(A) Conservation of Energy

Your Company does not have any plants or machinery, and the business of your Company inherently involves very low energy usage. Nevertheless, your Company consciously makes efforts towards conservation of energy in its operations.

Several ongoing measures have been adopted to promote sustainability and efficiency within operations. Some of these initiatives are remote and hybrid working facilities for certain roles, which reduces the overall energy consumption not only in the office spaces, but also via reduced transportation requirements. The Company has also minimised the use of packaged drinking water, contributing to the reduction of plastic waste. Efforts have been made to optimize the use of electrical equipment, such as the implementation of localized air conditioners, use of LED lighting across its office space. The office spaces have been designed with low-height ceilings to improve the efficiency of air conditioning systems. Your Company has also an open-air cafeteria given the year round pleasant weather conditions in Bengaluru, which further reduces the need for extensive HVAC requirements. The Company ensures that e-waste is disposed of responsibly through authorized recyclers, adhering to environmental regulations and promoting sustainable practices.

(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

As a SaaS Company, technology is at the core of our operations. Your Company is constantly in the process of integrating and effectively utilizing new technologies to improve operations, product offerings, and overall business performance. Your Company actively keeps a lookout and stays abreast of technological advancements, particularly in areas like Generative AI, Cyber Security, and other emerging fields that are crucial to maintaining our competitive edge.We actively leverage a variety of technologies such as AWS, React.js, Next.js, Astro.js, HAProxy, Mongo, Kafka, Elasticsearch, Redis, and SpringBoot, and other products such as Intercom, Google Analytics and Webflow among others, to continuously improve our platform, user experience, and backend tech infrastructure. Together these enable us to build a robust and scalable system that meets the evolving needs of our customers. Some other efforts in this direction include implementation of a no-code solution for internal use by our Product & Marketing teams for building multiple customer facing web pages including the Investor Relation pages, the Customers & Offerings pages, which allows for near real-time changes and experimentation; use of both open-source AI models as well as proprietary models like Open AIs GPT4 to improve our user experience in areas such as better search functionality with intelligent recommendations or sector discovery; API sandboxes to help our users test our APIs and build custom workflows using the data, such as enabling internal research and sourcing workflows; automated optimizations of our server usage to reduce cloud costs; and various automation projects across our internal operations to improve productivity and efficiency.

(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 your 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 Rs. Lakhs) Particulars	2024-25	2023-24
Inflow	5,417.96	5,473.32
Outflow	58.63	49.66

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Secretarial Audit Report for FY25 is attached as Annexure 1 to this Board Report.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

2016 ("IBC") DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR

No applications were made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Your Company has not availed any loan from any bank or financial institution. Hence, this valuation report is not applicable.

38. 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 and is available on the website of your Company at www.tracxn.com/investor-relations/corporate- governance/policies .

Compliance with the Code of Conduct is closely monitored, and violations, if any, are reported to the Audit Committee at regular intervals.

The Company has also maintained Structured Digital Database (SDD) to ensure compliance with the statutory requirements. The Company ensures that the Designated Persons are familiarized about the Code of Conduct and trained on maintaining SDD.

39. GREEN INITIATIVE

As a responsible Corporate Citizen, the Company embraces the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report and notices to the shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer Agent.

We would greatly appreciate and encourage more members to register their email address with their Depository Participant or the RTA / Company, to receive soft copies of the Annual Report and other information disseminated by the Company. Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs.

We invite shareholders who havent registered their e-mail addresses to join this initiative and support environmental sustainability.

40. OTHER DISCLOSURES

Additional disclosures as on March 31, 2025, in terms of the applicable provisions of the Act and SEBI Listing Regulations,:

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.

41. ACKNOWLEDGEMENT

The Board places on record its appreciation for the contribution made by all the employees towards the growth and success of your Company and extends its sincere appreciation to the Companys customers, vendors, bankers, consultants, the Government of India and the State Government, and the regulatory and statutory authorities for their support.

The Board is deeply grateful to all the members of the Company for entrusting their confidence and faith in us.

	By order of the Board of Directors
	For Tracxn Technologies Limited
	Neha Singh
Date: May 26,2025	Chairperson and Managing Director
Place: Bengaluru	DIN: 05331824