Trigyn Technologies Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Fortieth (40th) Annual Report of Trigyn Technologies Limited (the Company or TTL), together with the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements forthe financial year ended March 31, 2026 , along with the Auditors Report thereon.

The financial performance of the Company on a standalone and consolidated basis for the financial year ended March 31, 2026 is summarised below:

1. SUMMARY OF FINANCIAL RESULTS

Financial Results for the period ended March 31,2026 are given below:

(Rs. In Lakhs)

Particular	STANDALONE		CONSOLIDATED
	Year ended March-26	Year ended March-25	Year ended March-26	Year ended March-25
Total income	18,895.46	15,307.91	97,642.94	89,779.08
Operating expenses	16,275.97	14,318.07	95,685.64	86,536.84
Earnings before interest, tax, depreciation and amortisation (EBITDA)	2,619.49	989.84	1,957.30	3,242.24
Other non-operating Income/(expenses)	1,092.42	1,508.73	1,341.79	1,555.18
Interest and finance charges	215.96	247.38	252.23	277.20
Depreciation	238.99	341.85	308.67	500.98
ECL & Provision for doubtful advances	1,171.99	1,092.04	1,198.49	1,092.04
Profit before Exceptional and Extra ordinary item and before taxes	2,084.97	817.30	1,539.70	2,927.21
Exceptional Items	(195.79)	(129.21)	(194.92)	(117.84)
Profit / (loss) before exceptional items and tax	1,889.18	688.09	1,344.79	2,809.37
Taxation	1,322.55	551.23	1,110.61	1,461.78
Net profit / (loss) after tax for the period from continuing operations	566.63	136.86	234.18	1,347.59
Profit / (loss) from discontinued operations	-	-	(35.52)	(162.71)
Tax expense of discontinued operation	-	-	-	7.92
Profit / (loss) from discontinued operation	-	-	(35.52)	(170.63)
Total Profit / (loss) for the period	566.63	136.86	198.66	1,176.94
Other comprehensive income from continued operation	(144.30)	1,358.18	5,368.01	2,808.17
Other comprehensive income from discontinued operation	-	-	(0.38)	(14.44)
Total comprehensive income	422.32	1,495.03	5,566.29	3,970.67

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the provisions of the Companies Act, 2013 (the Act), the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

2. COMPANYS PERFORMANCE

During the year under review, on a standalone basis, the Company achieved Total Revenue of Rs. 18,895.46 lakhs as compared to Rs. 15,307.91 lakhs in the previous year. The net profit on a standalone basis stood at Rs. 566.63 lakhs as compared to Rs. 136.86 lakhs in the previous year.

During the year under review, on a consolidated basis, the Company achieved Total Revenue of Rs. 97,642.94 lakhs as compared to Rs. 89,779.08 lakhs in the previous year. The net profit on a consolidated basis stood at Rs. 198.66 lakhs as compared to Rs. 1,176.94 lakhs in the previous year.

For the financial year ended March 31, 2026 , the Earnings Per Share (EPS) stood at Rs. 1.84 per equity share on a standalone basis and Rs. 0.65 per equity share on a consolidated basis.

3. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2026 was Rs.307,857,360, comprising 30,785,736 equity shares of Rs.10/- each , fully paid-up.

The Promoter and Promoter Group held 44.51% of the paid-up equity share capital of the Company as on March 31, 2026 , and the entire shareholding was held in dematerialised form.

During the financial year under review, the Company has not issued any equity shares with differential voting rights, sweat equity shares or bonus shares. The Company has only one class of equity shares having a face value of Rs. 10/- each, ranking pari passu in all respects.

4. DIVIDEND

In order to conserve resources to support the Companys business operations and future growth initiatives, the Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year ended March 31, 2026 .

5. DEPOSIT FROM PUBLIC

During the financial year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no deposits outstanding as on March 31, 2026 .

6. TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year ended March 31, 2026 .

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, no unclaimed dividend or the corresponding equity shares were due for transfer to the Investor Education and Protection Fund (IEPF) Authority.

The unclaimed dividend pertaining to the financial year 2018-19 , together with the corresponding equity shares in respect of which dividend has remained unclaimed for seven consecutive years, shall become due for transfer to the Investor Education and Protection Fund (IEPF) Authority upon completion of the prescribed statutory period, in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year ended March 31, 2026 and the date of this Report.

9. HUMAN RESOURCE MANAGEMENT

Human Resource has always been the prime focus at Trigyn. The organization strongly believes that human resources are the key factor to achieve success in the business. At Trigyn we recruit, train and recompense people according to a strategy that aims to organize our businesses effectively; accelerate development of our people; grow and strengthen our leadership capabilities; and enhance employee performance through strong engagement.

Regular feedback is obtained from every participant to determine whether the training is effective, or any further training is needed.

To cater to the efficiency of the employees, Trigyn aids them in Certification. Trigyn also provides online courses for the employees so that they can perform more efficiently.

Trigyn deploys its intellectual capability across the globe to create and deliver IT solutions that make a positive business impact for its customers. The key resource to make this happen is the talent within the organization. At Trigyn, we believe in nurturing our employees and hence undertake HR programs that focus on all aspects of the lifecycle of an employee which helps us attract and retain our best talent. The company continues to grow its global scale and footprint with a diverse talent base of employees, deployed across the globe. Efficient systems, processes and continuous investments in technology help the company manage this complexity of a large, distributed and diverse workforce.

10. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE -

The Company is committed to providing and maintaining a safe, secure, inclusive and respectful work environment that is free from sexual harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. An Internal Committee (IC) has been constituted to redress complaints relating to sexual harassment at the workplace.

The details of complaints received and disposed of during the financial year ended March 31, 2026 are as under:

Particulars	Number
Number of complaints pending at the beginning of the financial year	0
Number of complaints received during the financial year	1
Number of complaints disposed of during the financial year	1
Number of complaints pending as on March 31,2026	0

The Company affirms that it has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

11. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are set out below:

a. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year ended March 31, 2026:

Directors	Ratio to Median Remuneration
Dr. P. Raja Mohan Rao	0.85
Ms. Bhavana Rao	-
Ms. Lakshmi Potluri	0.32
Mr. R. Ganapathi #	1.09
Dr. Satyam Cherukuri* #	3.09
Mr Ishwar Halalli	0.90
Mr Syed Ahmed Sultan	0.61
Mr Vijay Mallya	0.96

* Dr. Satyam Cherukuri (DIN: 01294234) ceased to hold office as the Chairman and Non-Executive Director of the Company with effect from April 7, 2026.

# Includes Sitting Fees Rs. 1.35 Lakhs & Consultancy Fees (in Professional Capacity) Rs. 13.32 Lakhs to Mr. R Ganapathi and sitting fees Rs. 1.70 Lakhs & Consultancy Fees (in professional capacity) Rs. 40 Lakhs to Dr. Satyam Cherukuri.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary during the financial year ended March 31, 2026:

Directors, Chief Executive Officer, Chief Financial Officer, and Company Secretary	% Increase in remuneration in the financial year
Dr. P. Raja Mohan Rao	-
Ms. Bhavana Rao	-
Ms. Lakshmi Potluri	12.99
R. Ganapathi #	(34.42)
Dr. Satyam Cherukuri* #	82.89
Mr Ishwar Halalli	146.94
Mr Syed Ahmed Sultan	31.75
Mr Vijay Mallya	84.29
Mr Amin Bhojani ##	4.87
Mr. Mukesh Tank*** ##	(82.65)
Ms. Prachi Deshpande****	-
Mr. Anmol Chaturvedi*****	-
Mr. Vikram Chandna**	-

Notes:

*Dr. Satyam Cherukuri ceased to hold office as the Chairman and Non-Executive Director of the Company with effect from April 7, 2026.

** Mr. Vikram Chandna ceased to hold office as the Chief Executive Officer of the Company with effect from November 21,2025.

*** Mr. Mukesh Tank ceased to hold office as the Company Secretary and Compliance Officer with effect from April 28, 2025.

**** Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer with effect from April 28, 2025 and ceased to hold office with effect from November 13, 2025.

***** Mr. Anmol Chaturvedi was appointed as the Company Secretary and Compliance Officer with effect from November 14, 2025.

# Includes Sitting Fees Rs. 1.35 Lakhs & Consultancy Fees (in Professional Capacity) Rs. 13.32 Lakhs to Mr. R Ganapathi and sitting fees Rs. 1.70 Lakhs & Consultancy Fees (in professional capacity) Rs. 40 Lakhs to Dr. Satyam Cherukuri.

## The above percentage decrease/increase in the remuneration is based on CTC including continuity pay for FY 2024-25 Rs. 3.75 Lakhs to Mr. Amin Bhojani & Rs. 2.13 Lakhs to Mr. Mukesh Tank for FY 2025-26.

c. Percentage increase in the median remuneration of employees in the financial year ended March 31, 2026:

The median remuneration of employees of the Company increased by 3.31 % during the financial year ended March 31, 2026 , as compared to the previous financial year. This has been arrived by comparing the median remuneration of the cost-to-the Company as on March 31,2026 as compared to previous year as on March 31, 2025.

d. The number of permanent employees on the rolls of Company:

The number of permanent employees on the rolls of the Company as on March 31,2026 was 744 .

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

The average percentage increase in the remuneration of employees, other than the managerial personnel, during the financial year ended March 31,2026 was 4.77 % , as compared to 4.35 % increase in the remuneration of the managerial personnel.

The increase in managerial remuneration was in accordance with the Companys remuneration policy, market benchmarks, individual performance, level of responsibility and industry practices.

There were no exceptional circumstances warranting any significant increase in the remuneration of the managerial personnel during the financial year under review.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration paid to its Directors, Key Managerial Personnel and employees is in accordance with the Nomination and Remuneration Policy of the Company.

g. Particulars of Employees

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. The statement is available for inspection by the Members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting.

h. Further In terms of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 -

1. One (1) employee was employed for part of the financial year and was in receipt of remuneration for the said period which, on an annualised basis, was not less than Rs. 1,02,00,000 (Rupees One Crore Two Lakh only) per annum.

2. None of the employees was employed for a part of the financial year and was in receipt of remuneration, at a rate which, in the aggregate, was not less than Rs. 8,50,000 (Rupees Eight Lakh Fifty Thousand only) per month.

3. None of the employees was employed throughout the financial year or part thereof, who was in receipt of remuneration in excess of that drawn by the Managing Director or Whole-time Director or Manager and who held, by himself/herself or together with his/her spouse and dependent children, not less than two percent of the equity shares of the Company.

12. CERTIFICATIONS ON ISO STANDARDS AND QUALITY FRAMEWORKS

The Company continues to strengthen its quality management systems, information security practices, service delivery processes and environmental management processes through adherence to internationally recognised standards and industry best practices. These certifications reinforce the Companys commitment to operational excellence, quality assurance, information security, service management, environmental responsibility and continual improvement.

As on March 31,2026, the Company held the following certifications and quality framework assessment:

ISO 9001:2015- Quality Management System

ISO/IEC 27001:2022 - Information Security Management System

ISO/IEC 20000-1:2018- Information Technology Service Management System

ISO 14001:2015 - Environmental Management System

Capability Maturity Model Integration (CMMI®) Development Version 2.0 - Maturity Level 5

The Company continues to monitor and review its management systems and process improvement practices on an ongoing basis and remains committed to sustaining its internationally recognised certifications and quality framework appraisal through periodic audits, assessments and continual improvement initiatives.

The Company also maintains a structured customer feedback mechanism to evaluate customer satisfaction and identify opportunities for continual improvement in its products, services and delivery processes.

13. STATE OF COMPANYS AFFAIRS Strategy

The Companys strategic objective is to build a sustainable and resilient organisation that continues to create long-term value for its customers, shareholders and other stakeholders. During the financial year under review, the Company continued to strengthen its core information technology services business with a focused approach towards operational excellence, customer satisfaction, innovation and sustainable growth. The Company remained committed to enhancing operational efficiencies, improving service delivery capabilities, strengthening customer relationships and pursuing profitable business opportunities across its key markets.

The key strategic initiatives undertaken during the year include:

Cost optimization

The Company continued to implement various cost optimisation initiatives aimed at improving operational efficiency and enhancing overall productivity. These initiatives included effective resource utilisation, optimisation of the global delivery model, prudent cost management and continuous process improvements, while maintaining the quality of services delivered to customers.

Enhancing sales productivity

The Company continued to strengthen its business development and sales functions with a focus on expanding its customer base, improving client engagement and pursuing strategic business opportunities. Emphasis was placed on enhancing sales effectiveness, improving conversion of opportunities and securing quality engagements aligned with the Companys long-term growth strategy.

Delivery

The Company continued to strengthen its delivery capabilities through process standardisation, technology- enabled execution and continuous quality improvements. The Company remains focused on leveraging automation, innovation and industry best practices to deliver reliable, secure and cost-effective technology solutions and services while enhancing customer experience and maintaining operational excellence.

14. SUBSIDIARY COMPANIES

The Company has 8 subsidiaries as on March 31, 2026. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014, as amended from time to time, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

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

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company forfhaf period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. they have laid down infernal financial controls to be followed by the Company and such infernal financial controls are adequate and operating effectively; and

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

Based on the framework of infernal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of infernal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys infernal financial controls were adequate and effective during the financial year 2025-2026.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Dr. P. Raja Mohan Rao (DIN: 00157346), Non-Executive Director, retires by rotation at the ensuing Fortieth (40th) Annual General Meeting of the Company and, being eligible, has offered himself for reappointment.

The Board recommends his re-appointment for the approval of the Members.

Changes in the Board of Directors and Key Managerial Personnel during the Financial Year- Appointments:

During the financial year under review, the following appointments were made in the Key Managerial Personnel of the Company:

1. Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer of the Company with effect from April 28, 2025.

2. Mr. Vikram Chandna was appointed as the Chief Executive Officer of the Company with effect from April 28, 2025.

3. Mr. Anmol Chaturvedi was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 14, 2025.

There were no appointments to the Board of Directors during the financial year under review.

Cessations

During the financial year under review, the following cessations took place in the Key Managerial Personnel of the Company:

1. Mr. Mukesh Tank ceased to hold office as the Company Secretary and Compliance Officer with effect from April 28, 2025.

2. Mrs. Prachi Deshpande ceased to hold office as the Company Secretary and Compliance Officer with effect from November 13, 2025.

3. Mr. Vikram Chandna ceased to hold office as the Chief Executive Officer with effect from November 21,2025.

The Board places on record its sincere appreciation for the valuable services and contributions rendered by the outgoing Key Managerial Personnel during their respective tenures.

Changes after the Close of the Financial Year

Subsequent to the close of the financial year, Dr. Safyam Cherukuri (DIN: 01294234) ceased to hold office as the Chairman and Non-Executive Director of the Company with effect from April 7, 2026.

The Board places on record its sincere appreciation for the invaluable leadership, guidance and contribution rendered by Dr. Satyam Cherukuri during his tenure with the Company.

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

1. Ms. Lakshmi Potluri (DIN: 07382768)

2. Mr. Ishwar Halalli (DIN: 09781788)

3. Mr. Vijay Mallya (DIN: 06896919)

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

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (7) of Section 149 of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of regulation 34(3) read with schedule V of listing regulations, Company has obtained a certificate from VKM & Associates, practicing Company Secretaries confirming that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Director of company either by SEBI or MCA or any other statutory authorities. The said certificate is annexed with Annual Report ( Annexure I ).

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

(Rs. In Lakhs)

Name of Director	Sitting fees	Reimbursement for expenses incurred for attending Board Meetings of the Company	Any other transaction***
Dr. P. Raja Mohan Rao	11.50	-	17.27
Ms. Bhavana Rao	-	-	-
Ms. Lakshmi Potluri	4.35	-	-
R. Ganapathi*	14.67	-	30.60
Dr. Satyam Cherukuri**	41.70	-
Mr Ishwar Halalli	12.10	-	-
Mr Syed Ahmed Sultan	8.30	-	-
Mr Vijay Mallya	12.90	-	-

Sitting fees is Rs. 50,000 per meeting for Board and committee meetings.

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

* Includes Consultancy Fees (in Professional Capacity) Rs. 13.32 Lakhs

** Includes Consultancy Fees (in Professional Capacity) Rs. 40 Lakhs

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

Criteria of making payments to Non-Executive Directors

The Company has adopted a Policy on Criteria for Making Payments to Non-Executive Directors in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy sets out the criteria for payment of sitting fees, reimbursement of expenses and other permissible payments, if any, to the Non-Executive Directors of the Company.

The objective of the Policy is to ensure that the level and composition of remuneration paid to the Non-Executive Directors is reasonable, sufficient and commensurate with their roles, responsibilities, experience, expertise and time devoted towards the affairs of the Company, while ensuring compliance with the applicable statutory and regulatory requirements.

The Policy, as approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee, is available on the website of the Company under the Investor Relations section.

During the financial year under review, the Non-Executive Directors were paid sitting fees for attending the meetings of the Board of Directors and the Committees thereof, within the limits prescribed under the Companies Act, 2013 and the rules made thereunder and as approved by the Board of Directors from time to time.

The Company also reimburses the Non-Executive Directors for actual travelling, boarding, lodging and other incidental expenses incurred by them in connection with attending the meetings of the Board of Directors, Committees thereof or for carrying out any other official business of the Company.

The Company does not pay any remuneration to its Non-Executive Directors other than sitting fees and reimbursement of expenses, except where specifically approved in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws. During the financial year under review,

Mr. R. Ganapathi was paid consultancy fees in his professional capacity, which has been disclosed separately in the Corporate Governance Report.

Dr. Satyam Cherukuri was paid consultancy fees in his professional capacity, which has been disclosed separately in the Corporate Governance Report.

Ms. Bhavana Rao , Executive Director of the Company, is an employee of Trigyn Technologies Inc. , a wholly- owned subsidiary of the Company, and receives remuneration from Trigyn Technologies Inc. She does not receive any remuneration from the Company in her capacity as Executive Director.

The Nomination and Remuneration Committee periodically reviews the Policy to ensure that it remains aligned with the applicable legal and regulatory framework, industry practices and the Companys governance objectives. Any modification to the Policy is subject to the approval of the Board of Directors, wherever required.

No stock options, convertible instruments, warrants or other convertible securities have been granted to or are held by any of the Non-Executive Directors of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 the Key Managerial Personnel of the Company are -

1. Ms. Bhavana Rao - Vice Chair & Executive Director

2. Mr. Amin Bhojani - Chief Financial Officer

3. Mr. Anmol Chaturvedi - Company Secretary & Compliance Officer

During the financial year under review, there were changes in the Key Managerial Personnel of the Company. The details of such changes are provided under the section Directors and Key Managerial Personnel forming part of this Report.

17. NUMBER OF MEETINGS OF BOARD

During the financial year ended March 31, 2026, the Board of Directors of the Company met six (6) times. The meetings of the Board were held on April 28, 2025, May 30, 2025, August 11,2025, November 13, 2025, November 21,2025 and February 10, 2026. The intervening gap between any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013, Secretarial Standard-1 on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The requisite quorum was present throughout all the meetings of the Board.

The details relating to the composition of the Board, attendance of the Directors at the meetings of the Board and its Committees and other corporate governance disclosures are provided in the Report on Corporate Governance forming part of this Annual Report.

During the financial year under review, the Board accepted all the recommendations made by its Committees, wherever applicable, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. COMMITTEES OF THE BOARD

In order to ensure effective governance, focused oversight and expeditious decision-making, the Board of Directors has constituted various Committees and delegated specific powers to them in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, where applicable, and the resolutions passed by the Board from time to time.

As on March 31, 2026 , the Board had constituted the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders Relationship Committee; and

5. Management Committee.

The Committees operate within their respective mandates as approved by the Board and discharge such roles and responsibilities as are assigned to them by the Board from time to time.

The composition of the Committees, number of meetings held during the financial year, attendance of the members and other relevant disclosures, wherever applicable, are provided in the Report on Corporate Governance forming part of this Annual Report.

A detailed note on the Board and its committee is provided under the Corporate Governance Report section in this Annual Report.

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The annual performance evaluation was carried out in accordance with the framework approved by the Nomination and Remuneration Committee and the Board. The evaluation was based on structured questionnaires covering various aspects of the functioning of the Board, its Committees and individual Directors.

The performance of the Board was evaluated after considering, inter alia, its composition, diversity, effectiveness of the decision-making process, quality and timeliness of information, strategic guidance, governance standards, oversight of risk management, compliance framework and overall functioning.

The performance of the Committees of the Board was evaluated on the basis of their composition, effectiveness in discharging their respective roles and responsibilities, quality of deliberations, adequacy of recommendations made to the Board and the effectiveness of the Committee processes.

The performance of the individual Directors was evaluated taking into consideration various parameters including their attendance, participation and contribution at the meetings of the Board and its Committees, knowledge and expertise, strategic guidance, safeguarding of stakeholders interests, adherence to ethical standards and contribution towards the overall governance of the Company. The performance of the Chairperson of the Board was also evaluated taking into account the leadership demonstrated in conducting the affairs of the Board and facilitating effective participation by all Directors.

In a separate meeting of the Independent Directors held in accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance of the Non-Independent Directors, the Chairperson of the Board and the Board as a whole was reviewed, taking into account the views of the Executive Director and the Non-Executive Directors.

The Board noted the outcome of the evaluation process and was satisfied with the overall effectiveness of the Board, its Committees and the individual Directors.

The evaluation framework, inter alia, covered the following broad parameters:

Composition and structure of the Board;

Effectiveness of the Board and Committee processes;

Qualify, adequacy and timeliness of information flow;

Strategic guidance and oversight;

Risk management and infernal controls;

Corporate governance and regulatory compliance;

Board dynamics and effectiveness of deliberations;

Stakeholder value creation; and

Contribution and participation of individual Directors.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for appointment, qualifications, positive attributes, independence of Directors, remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, and other matters specified under Section 178(3) of the Companies Act, 2013.

The salient features of the Policy are disclosed in the Report on Corporate Governance forming part of this Annual Report. The Policy is also available on the website of the Company.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has established adequate internal financial controls commensurate with the nature, size and complexity of its business. These controls are designed to provide reasonable assurance with regard to the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The details relating to the internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. AUDIT COMMITTEE

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Audit Committee, details of meetings held during the financial year and attendance of the members are provided in the Report on Corporate Governance forming part of this Annual Report.

During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

23. AUDITORS Statutory Auditors

M/s. V. Rohatgi & Co., Chartered Accountants (Firm Registration No. 000980C), continue as the Statutory Auditors of the Company.

The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2026 and have issued their Independent Auditors Reports thereon.

The Auditors Reports do not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company appointed M/s. Anmol Jha & Associates, Practising Company Secretaries (COP No. 6150) as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the financial year 2025-26 and ending with the financial year 2029-30 .

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 forms part of this Annual Report as Annexure II

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires every listed entity and its material unlisted subsidiaries incorporated in India to undertake secretarial audit and annex with its annual report a secretarial audit report, given by a company secretary in practice, in such form as may be specified. The Board had appointed M/s VKM & Associates, practicing Company Secretaries, to issue the Annual Secretarial Compliance Report for the Financial Year ended March 31,2026, which forms part of this Annual Report as Annexure III .

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, V. S. Paranjape & Associates LLP continue as the Internal Auditors of the Company and conduct the internal audit of the functions and activities of the Company.

24. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory Auditors Report and the Secretarial Audit Report for the financial year ended March 31,2026 do not contain any qualification, reservation, adverse remark or disclaimer.

25. REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported any instance of fraud under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

26. RISK MANAGEMENT

The Company has established appropriate internal processes for identification, assessment, monitoring and mitigation of business, operational, financial, legal, regulatory and strategic risks that may affect the achievement of its business objectives.

The Board of Directors has the overall responsibility for overseeing the risk management framework of the Company and periodically reviews the significant risks affecting the business together with the measures adopted for their mitigation.

The Audit Committee oversees risks relating to financial reporting, internal financial controls and compliance, and periodically reviews the adequacy and effectiveness of the internal control systems.

Risk assessment and mitigation measures are reviewed on a continuous basis by the management and significant risks, together with the status of mitigation actions, are placed before the Board, as considered appropriate.

A detailed discussion on the Companys risk management practices is provided in the Management Discussion and Analysis Report forming part of this Annual Report.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, as applicable, are disclosed in the notes forming part of the Standalone Financial Statements.

28. TRANSACTIONS WITH RELATED PARTY

All Related Party Transactions entered into during the financial year were undertaken in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has adopted a Related Party Transaction Policy to ensure that Related Party Transactions are identified, approved, reviewed and reported in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company.

All Related Party Transactions were placed before the Audit Committee for prior approval in accordance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee periodically reviewed such transactions to ensure compliance with the applicable legal and regulatory requirements.

The particulars of contracts or arrangements with related parties required to be disclosed pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are set out in Form AOC-2 , which forms part of this Report as Annexure IV .

The disclosures relating to Related Party Transactions, as required under the applicable Indian Accounting Standards, form part of the Notes to the Standalone and Consolidated Financial Statements.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and has adopted a Corporate Social Responsibility Policy for undertaking CSR activities in accordance with Schedule VII to the Companies Act, 2013.

The CSR Policy provides the guiding principles for selection, implementation and monitoring of CSR initiatives with the objective of creating sustainable value for society while contributing towards inclusive and responsible growth.

The Annual Report on Corporate Social Responsibility containing the disclosures prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Annual Report as Annexure V .

The CSR Policy is available on the website of the Company.

30. ANNUAL RETURN

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

31. PREVENTION OF INSIDER TRADING CODE

The Company has in place a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information , including a Policy for Determination of Legitimate Purpose , in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Company has also established an adequate and effective internal control framework for preservation of Unpublished Price Sensitive Information (UPSI), including maintenance of a Structured Digital Database (SDD), in compliance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has instituted appropriate systems and processes to ensure compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to safeguard the confidentiality and integrity of Unpublished Price Sensitive Information.

32. DOWNSTREAM INVESTMENT

The Company has Foreign Direct Investment (FDI) of 0.18% and has undertaken downstream investment in its Indian subsidiaries / other Indian entities, which is considered as Downstream Investment. The Company has ensured that such investments are in compliance with the applicable provisions of the Foreign Exchange Management (NonDebt Instruments) Rules, 2019, and has obtained a certificate from the Statutory Auditors of the Company certifying compliance in this regard.

33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a safe, inclusive and equitable workplace and complies with the provisions of the Maternity Benefit Act, 1961, as amended, and the rules made thereunder. Eligible women employees are provided maternity benefits in accordance with the applicable statutory provisions. The Company continues to foster a work environment that promotes diversity, inclusion and equal opportunity for all employees.

34. GENDER-WISE COMPOSITION OF EMPLOYEES

The gender-wise composition of the permanent employees of the Company as on March 31, 2026 is as follows:

Category	Number
Male Employees	545
Female Employees	199
Transgender Employees	0
Total	744

The Company remains committed to promoting diversity, equity and inclusion and providing equal employment opportunities to all employees.

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

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

36. DISCLOSURE REQUIREMENTS

As per Para C of Schedule V of the SEBI Listing Regulations, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable

Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

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

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

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

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

A. CONSERVATION OF ENERGY

The operations of the Company are not energy intensive in nature. Energy is primarily consumed for operating information technology infrastructure, office premises and administrative activities. Nevertheless, the Company remains committed to the efficient utilisation of energy and continues to undertake measures to optimise energy consumption through prudent operational practices and the use of energy-efficient equipment, wherever feasible.

a) The steps taken or impact on conservation of energy	N.A.
b) The steps taken by the company for utilizing alternate sources of energy	N.A.
c) The capital investment on energy conservation equipment\u2019s	N.A.
d) Expenditure on R&D	N.A.

B. TECHNOLOGY ABSORPTION

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

(a) Efforts made towards technology absorption

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

(b) Benefits derived

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

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

2. Platform available in 22 scheduled Indian languages.

3. Just in time clarification through Ask DIKSHA.

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

5. Introduction of a broader suite of GenAI-powered learning features that enhance comprehension, engagement, and accessibility for both learners and educators, including:

AskDIKSHA - instant, Al-driven chat support for learners to clarify difficult concepts using board-aligned content, with contextual examples and citations. The chatbot can also fetch previous year board question paper.

Al-generated chapter summaries for quick, structured revision and improved retention.

Al-generated practice questions at varying difficulty levels to support teacher-led assessment.

Platform-wide language translation of labels and interface elements into regional languages.

AI generated 2 person audio podcast explaining the chapter.

An interactive Join the Conversation (interactive audio podcast) voice feature enabling learners to ask questions and receive real-time contextual responses.

A Check Your Knowledge self-assessment tool offering personalized quizzes with detailed,

adaptive feedback. The learner can decide on the number of questions, timed / non-timed test.

Collectively, these GenAI-powered capabilities support adaptive, personalized, and self-paced learning, strengthen accessibility and inclusivity, and are closely aligned with the goals of the DIKSHA 2.0 platform.

(c) Details of technology imported during the last three years

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

(d) Expenditure incurred on Research and Development

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

C. FOREIGN EXCHANGE EARNING/OUTGO:

The details of foreign exchange earnings and outgo during the financial year are as under:

Particulars	FY 2025-26	FY 2024-25
	(Rs. in Lakhs)	(Rs. in Lakhs)
Foreign Exchange Earnings	8,882.07	9,653.74
Foreign Exchange Outgo	47.74	144.17

The above foreign exchange earnings exclude dividend income received in foreign currency amounting to Rs. 1,229.54 Lakhs (Previous Year: Rs. 1,486.80 Lakhs).

38. EMPLOYEE STOCK OPTION PLAN (ESOP)

The Members of the Company had approved the Trigyn Technologies Limited - Employee Stock Option Plan, 2025 (TTL ESOP 2025) comprising up to 4,50,000 equity shares through Postal Ballot on March 26, 2025 , in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Scheme has been formulated with the objective of attracting, retaining and motivating eligible employees by aligning their interests with the long-term growth and performance of the Company.

No stock options were granted under the TTL ESOP 2025 during the financial year ended March 31, 2026 (Refer Note No. 44 of Standalone Financial Statements).

39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company is committed to maintaining the highest standards of corporate governance and continues to uphold the principles of transparency, accountability, integrity and ethical business practices.

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with the Certificate issued by the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance, forms an integral part of this Annual Report.

The Management Discussion and Analysis Report, forming part of this Annual Report, provides a detailed review of the operational and financial performance of the Company, industry developments, opportunities, risks and outlook, in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

40. GREEN INITIATIVES

In line with the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI), the Annual Report for the financial year 2025-26, together with the Notice convening the Fortieth (40th) Annual General Meeting, is being circulated electronically to those Members whose e-mail addresses are registered with the Company, the Registrar and Share Transfer Agent (RTA) or the respective Depository Participants, in accordance with the applicable MCA and SEBI Circulars.

Members who have not registered or updated their e-mail addresses are requested to register the same with their respective Depository Participants, in case of shares held in dematerialised form, or with the Registrar and Share Transfer Agent, in case of shares held in physical form.

The Annual Report for the financial year 2025-26 and the Notice of the Fortieth (40th) Annual General Meeting are also available on the website of the Company and the website of the Registrar and Share Transfer Agent.

41. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the commitment, dedication and valuable contributions of all employees at every level, whose continued efforts have significantly contributed to the Companys performance and sustained growth during the year.

The Board also expresses its gratitude to the Companys customers, shareholders, investors, business associates, vendors, bankers, regulatory and statutory authorities, Government authorities, SEEPZ authorities and all other stakeholders for their continued trust, confidence, cooperation and support extended to the Company.

Your Directors also acknowledge the guidance and valuable counsel received from the members of the Board, which has contributed significantly to the Companys continued progress and governance.

	For and on behalf of the Board of Directors
	Ms. Bhavana Rao
Place: Mumbai	Vice Chair & Executive Director
Date: August 11,2026	DIN: 02326788