Tridhya Tech Ltd Directors Report

TO

THE MEMBERS OF THE COMPANY,

Your Directors feel great pleasure in presenting 08th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31st, 2025.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

	STANDALONE		CONSOLIDATED
S. No. PARTICULARS	CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
	ENDED MARCH 31ST , 2025	ENDED MARCH 31ST, 2024	ENDED MARCH 31ST, 2025	ENDED MARCH 31ST, 2024
1. Total Revenue	3489.58	3424.29	3595.10	3527.76
2. Other Income	628.43	243.13	666.11	368.79
3. Total Income	4118.01	3667.42	4261.20	3896.55
4. Profit before	616.97	455.99	562.75	602.28
Depreciation & Amortization
5. Expenses, Finance Cost and Tax	(256.62)	(174.32)	(322.93)	(219.99)
Less: Depreciation and Amortization Expenses
6. Less: Finance Cost	(538.70)	(273.04)	(616.86)	(378.45)
7. Profit before Tax	(178.35)	8.63	-377.04	3.84
8. Less: Provision for Tax	-	45.08	0.91	53.02
9. Profit after Tax	(178.35)	(36.45)	(376.13)	(49.19)
10. Earnings per share
(EPS)
Basic	-0.77	-0.17	-1.53	-0.21
Diluted	-0.77	-0.17	-1.53	-0.21

The Standalone and Consolidated Financial Statements for the financial year ended on March 31st, 2025 forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited statement of accounts of the Company and its Subsidiaries on its website: https://www.tridhyatech.com/ and a copy of audited financial statements of its Subsidiaries will be provided to shareholders upon their request.

2. REVIEW OF OPERATIONS AND FUTURE PROSPECTS (Rs. in Lakhs)

On standalone basis, your company during the year under review has reported total revenue of Rs. 3489.58 Lakhs which is comparatively significant than last years total revenue of Rs. 3424.29 Lakhs. The net Loss of the year under review is amounting to Rs. 178.35 Lakhs as against Profit of Rs. 8.63 Lakhs reported in the Previous Year.

On a Consolidation basis, Total Revenue of the Company during the Financial Year under review is Rs. 3595.10 Lakhs.The Consolidated Profit/Loss after tax for the Financial Year under review is amounting to Rs. 377.04 Lakhs. Moreover, your directors are continuously looking for new avenues for future growth of the company and expect growth with introduction of better and varied product lines and accessories.

3. TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

4. NATURE OF BUSINESS AND ANY CHANGES THEREIN

During the year under review, there has been no change in the nature of business of the company.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS:

The Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. The Directors have shown active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by the Chairman. The Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31, 2025, are as follows:

Name of the Director	Designation	DIN
RAJ ARJANBHAI AHIR	Non-Executive & Non Independent Director	08025164
VINAY SHIVJI DANGAR	Executive Director	07212051
RAMESH ARJANBHAI MARAND	Managing Director	07235447
HETAL HARSHAL SOMANI	Independent Non- Executive Director	09720365
ASHUTOSH CHHAWCHHARIA	Independent Non- Executive Director	05317799

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

APPOINTMENT, RESIGNATION AND CHANGE IN DESIGNATION OF DIRECTORS:

During the financial year 2024-25, there were below mentioned changes in the board of directors of the company;

Name of the Director	Designation	Date	Change
GAURAV KUMAR BAROT	DIRECTOR	29/04/2024	Resignation

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vinay Shivji Dangar (DIN: 07212051), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment and your Board recommends her re- appointment.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013. The Key Managerial Personnel of the Company as on March 31, 2025, are as follows:

Name of the KMP	Designation	Date of Appointment
RAHULBHAI LABANA	CFO	05/07/2024
BHANVI CHOUDHARY	COMPANY SECRETARY	15/02/2024
GAURAVKUMAR BAROT	CEO	01/09/2023
RAMESH ARJANBHAI MARAND	MANAGING DIRECTOR	02/02/2018

During the financial year 2024-25, there were below mentioned changes in the Key Managerial Personnel of the company;

Name of the KMP	Designation	Date	Change
GAURAV HASMUKHRAY SHAH	CFO	25/06/2024	Resignation
RAHULBHAI LABANA	CFO	05/07/2024	Appointment

Mr. Gauravkumar Barot (DIN: 06793134) has resigned from the post of CEO with effect from 30th July, 2025 i.e. after the closure of the financial year but before the date of this Annual report.

6. DIVIDEND AND RESERVES

In view of inadequate profits, the Board of Directors has not recommended any dividend for the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there is no unclaimed/unpaid dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

8. SHARE CAPITAL OF THE COMPANY

The authorized Share Capital of the Company is 24,00,00,000 (Rupees Twenty-Four Crore Only) divided into 2,39,00,000 (Two Crore Thirty-Nine Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each and 1,00,000 (One Lakh) preference Shares of Rs.10/- (Rupees Ten Only). During the year Company has not made any changes in its Authorized Share Capital.

The paid up Share Capital of the Company is 23,28,80,000 (Rupees Twenty-Three Crore Twenty-Eight Lacs and Eighty Thousand Only).

9. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

10. ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at https://www.tridhyatech.com/.

11. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

12. PROMOTERS

As on March 31st, 2025, the Promoter & Promoter Group holding 1,43,30,000 Equity Shares in the Company which represents 61.53% of the Companys subscribed, issued & paid-up Equity Share Capital.

The members may note that the shareholding and other details of Promoter & Promoter Group has been provided in Annual Return.

13. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, yourDirectors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013: a) That in the preparation of the Annual Accounts for the year ended March 31st, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year and of the profit of the company for the year ended March 31st, 2025; c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The Annual Accounts have been prepared the annual accounts for the financial year ended March 31st, 2025 on a going concern basis; e) That the directors had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and f) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity being listed on SME Exchange of NSE. Accordingly the Company is not required to comply with the above provisions of Corporate Governance. Therefore the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

15. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.

As per the applicable provisions of the Companies Act, 2013 (herein referred to as “the Act”) and IND AS 110, the Audited Consolidated Financial Statements are provided in the Annual Report of the Company.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

During the year under review, none of the companies have transitioned to or from being our Companys Holding Company, accordingly there is no point for remuneration drawn from holding company.

Further during the year under review, no director has drawn remuneration or commission from any of its subsidiary Company.

18. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from otherBoard business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting toenable the Directors to take an informed decision.

During the year under review, 9(NINE) Board Meetings were convened and the intervening gap between within the period prescribed under the Companies Act, 2013.

NAME OF DIRECTOR	CATEGORY	NUMBER OF MEETINGS WHICH DIRECTOWAS ENTITLED TO ATTEND	MEETINGS ATTENDED
Mr. GAURAVKUMAR BAROT (Resigned with effect from April 29th, 2024)	Executive Director	0	0
Mr. VINAY SHIVJI DANGAR	Executive Director	9	9
Mr. RAMESH ARJANBHAI MARAND	Managing Director	9	9
MR. RAJ ARJANBHAI AHIR	Non-Executive Director	9	9
Ms. HETAL HARSHAL SOMANI	Independent Director	9	6
Mr. ASHUTOSH CHHAWCHHARIA	Independent Director	9	6

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meetingof the Independent Directors of the Company was held on March 05th, 2025 to review, among other R things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

20. COMMITTEES OF THE BOARD

The Companys Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee i) AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations, the Company has duly constituted its Audit Committee. The Committee is required to assist the Board in fulfilling its overall responsibilities of monitoring financial reporting processes, reviewing the Companys established systems and processes for internal financial controls, governance and reviewing the Companys statutory and internal audit activities. The Committee carries out its functions as per the powers and roles given under Regulation 18 of SEBI Listing Regulations read with Part C of Schedule II and Act.

During the financial year 2024 -2025, (6) meetings of Audit Committee were held on May 24th, 2024, September 06th, 2024, October, 15th, 2024, October 17th, 2024, October 23rd, 2024 and February 21st, 2025.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorumwas present at all the Meetings:

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Ms. HETAL HARSHAL SOMANI	MEMBER	6
MR. RAMESH ARJANBHAI MARAND	MEMBER	6
Mr. ASHUTOSH CHHAWCHHARIA	CHAIRMAN	6

The Company Secretary has acted as the Secretary to the Committee. ii) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in accordance with Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

During the financial year 2024-25, (3) meetings of NRC were held on May 24th, 2024, July 05th, 2024 and October 23rd, 2024.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorumwas present at the Meeting.

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Ms. HETAL HARSHAL SOMANI	Chairman	3
Mr. RAJ ARJANBHAI AHIR	Member	3
Mr. ASHUTOSH CHHAWCHHARIA	Member	3

The Company Secretary has acted as the Secretary to the Committee.

The Board of Directors has framed “Remuneration and Nomination Policy” which lays down a framework in relation toremuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The said Policy is available at the website of our Company.

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is duly constituted in accordance with Section 178 of the Companies Act, 2013.

During the financial year 2024-25, two meeting of SRC were held on May 24th, 2025 and October 23rd, 2024. The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at the Meeting.

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
MR. VINAY SHIVJI DANGAR	MEMBER	2
MR. RAJ ARJANBHAI AHIR	MEMBER	2
Mr. ASHUTOSH CHHAWCHHARIA	MEMBER	2

The Company Secretary has acted as the Secretary to the Committee.

Stakeholders Relationship Committee is empowered to oversee the Redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of duplicate certificates, transmission /demat / remat of shares and other miscellaneous grievances.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agentduring the year 2024-25 are as under:

NATURE OF COMPLAINTS	OPENING AT THE BEGINNING OF YEAR	RECEIVED DURING THE YEAR	REDRESSED	PENDING AT THE END OF YEAR
Non-receipt of Share Certificate	Nil	Nil	--	Nil
Non-receipt of Dividend/
Interest/ Redemption Warrant	Nil	Nil	--	Nil
Non-receipt of Annual Report	Nil	Nil	--	Nil
Others	Nil	Nil	--	Nil
Total	Nil	Nil	--	Nil

21. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of theDirectors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

22. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new

Director(s) and ongoing training for existing Directors.

The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes.

The management provides such information and trainingeither at the meeting of Board of Directors or at other places.

The induction process is designed to:

? build an understanding of the Companys processes and

? fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

23. DETAILS OF FRAUD REPORT BY AUDITOR

As per auditors report, no fraud u/s 143 (12) reported by the auditor.

24. AUDITORS

(I) STATUTORY AUDITORS:

M/S MAAK & ASSOCIATES, Chartered Accountants, Ahmedabad having Firm Registration No. 135024W, were appointed as Statutory Auditors of the Company in Annual General Meeting held on September 30th, 2023 for term of 4 (Four) Consecutive years, from the conclusion of the 6th Annual General Meeting until the conclusion of the 10th Annual General Meeting to be held in Financial Year 2027-28, for the remuneration as may be fixed by the Board of Directors of the Company.

Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors, in their report for the financial year ended March 31, 2025.

(II) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, The Board of Directors, has appointed M/s Shah Sanghvi & Associates, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2024-25.

(III) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Shalini Pandey & Associates, Mumbai to conduct Secretarial Audit for the year ended on March 31st, 2025.

Secretarial Audit Report issued by M/s. Shalini Pandey & Associates, Company Secretaries in Form MR- 3 is annexed herewith forms an integral part of this Report.

The explanations / comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Secretarial Auditor are as follows:

Sr. No. Query	Management reply
1. The Company has recently updated the website of the Company as the per the requirement of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, due to unforeseen technical glitches, the website is currently not functional.	The Management clarifies that the Company is actively working on resolving the issues and is expected to be operational soon in accordance with the regulatory requirements.
2. The Company has incorporated its wholly-owned subsidiary ‘Tridhya Tech Canada Inc. in Canada on April 16th, 2024. However, the Company has not made any intimation to the stock exchange in regards to the said incorporation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Overseas Direct Investment (ODI) process in respect of the said WOS is under process and the same has been delayed due to procedural and documentation requirements.	The Management clarifies that the delay was due to procedural and operational requirements pending on the part from counter party in Canada and will provide timely intimation to the stock exchange after the completion of ODI. The Company will be more diligent in adhering with all the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations and other applicable acts.
3. The Company has incorporated its wholly-owned subsidiary ‘Tridhya Tech UK Limited in England and Wales on April 23rd, 2024. However, the Overseas Direct Investment (ODI) in respect of the said wholly- owned subsidiary was not undertaken simultaneously and was duly completed on June 04th, 2025. Further, the Company has also delayed in intimating to the stock exchange regarding the said ODI within the prescribed timeline under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company has made compliance of the same in delay manner and has taken due action in order to ensure timely compliance in future.

25. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

26. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations toensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to theBoard of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during previous financial year; The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regardto the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

29. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company has been carrying on its operations through its subsidiary companies which includes Wholly Owned Subsidiary as detailed below as on March 31st, 2025:

Name of the Company	Relationship	CIN	With effect from
Contcentric IT Services Private Limited	Wholly Owned Subsidiary	U72900GJ2016PTC092693	18/01/2022
Vedity Software Private Limited	Wholly Owned Subsidiary	U72900GJ2021PTC121475	16/12/2022
Basilroot Technologies Private Limited	Wholly Owned Subsidiary	U72900GJ2017PTC098260	06/12/2022
Tridhya Tech GMBH	Associate Entity	-	20/01/2022
Table Flow Tech Private Limited	Subsidiary	U72200GJ2019PTC111578	30/09/2023
Codup Technologies Private Limited	Subsidiary	U72900GJ2022PTC128923	27/11/2023

As Company have Subsidiaries or Associates Companies or Joint ventures, it is required to give disclosure in Form AOC-1 annexed herewith as Annexure I Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure II to this Report.

STATEMENT OF COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of its employees, particularly in relation to maternity benefits. In accordance with the Maternity Benefit Act, 1961, we have established a comprehensive formal policy that outlines the provisions and entitlements available to our employees during maternity leave. This policy ensures that all eligible employees receive the benefits mandated by the Act, including paid maternity leave, medical benefits, and job security upon their return to work. We regularly review and update our policy to ensure compliance with any amendments to the Act and to reflect best practices in supporting our employees.

31. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2- Annexure III.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc., which is attached hereto as “Annexure IV”, which forms part of this Report.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the financial Statement.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

Details of the transactions completed by your Company post-closing of the financial year ended March 31, 2025 are listed below:

1. Acquisition:

Acquisitions are an integral part of your Companys business strategy because acquisitions help it advance in strategic areas and capture high demand high-potential market opportunities.

Your Companys goal is to foster building in emerging areas and accelerate its access in identified markets which strengthened your Companys presence which significantly improve its position in key market and segments. The Company has incorporated its wholly-owned subsidiary ‘TRIDHYA TECH UK LIMITED in England and Wales having registered office at UK dated April, 23rd, 2024 to expand our market reach and has completed the Overseas Direct Investment (ODI) of the same dated June 04th, 2025 .

2. Disinvestment:

The Company was holding 6.15 % of the total paid-up capital of ‘SOURCEPRO INFOTECH PRIVATE LIMITED (SIPL). In July, 2025, the Board has decided to sell its entire investment/stake in the equity shares of SIPL in the board meeting.

3. Repayment of Loan:

The Company has fully and satisfactorily repaid the loan amounting to INR 7,50,00,000 (Rupees Seven Crore Fifty Lakhs) in accordance with the terms and conditions of the loan agreement with Kotak Bank Limited, and has received the Non-Objection Certificate from Kotak Bank Limited dated July 17th, 2025.

4. Change in Board Constitution

Mr. Gauravkumar Barot (PAN: AREPB9177C), Chief Executive Officer (CEO) has resigned from the post of the Company with effect from July 30th, 2025.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegalor unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notifiedby the management to the employees / workers.

The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases.

The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended March 31st, 2025.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

36. RISK MANAGEMENT POLICY

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that thiswould ensure mitigating steps proactively and help to achieve stated objectives. The entitys objectives can be viewedin the context of four categories Strategic, Operations, Reporting and Compliance.

The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Signoificant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

37. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)	Nil
Complaints Resolved during the year	Nil
Pending Resolution at the end of the Year	Nil

38.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANFROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under the review, there has been no one-time settlement of loans taken from banks and financial institutions.

40. COMPLIANCE WITH SECRETARIAL STANDRAD OF ICSI

In terms of Section 118(10) of the Act, the Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2025 as stipulated under Regulation 34 of the Listing Regulations is not applicable to the Company.

42. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS;

3.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the goingconcern status and Company operations in future.

35. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

	FOR, TRIDHYA TECH LIMITED
SD/-	SD/-
RAMESH ARJANBHAI MARAND	VINAY SHIVJI DANGAR
MANAGING DIRECTOR	DIRECTOR
DIN: 07235447	DIN: 07212051
Registered Office: 401, One World West, Near Ambli T-Junction 200 S. P. Ring Road,
Bopal Ahmedabad Gujarat- 380058
Place: Ahmedabad
Date: 30/08/2025