To the Members,
The Directors have pleasure in presenting to you the Thirty Ninth (39th)
Annual Report of Trigyn Technologies Limited (the “Company” or “TTL”)
along with the audited financial statements for the financial year ended March 31,2025.
The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.
1. SUMMARY OF FINANCIAL RESULTS
Financial Results for the period ended March 31,2025 are given below:
' in Lakhs
Particular |
STANDALONE |
CONSOLIDATED |
| Year ended March-25 |
Year ended March-24 |
Year ended March-25 |
Year ended March-24 |
Total income |
15,307.91 |
17,526.55 |
89,805.18 |
127,966.23 |
Operating expenses |
14,318.07 |
18,040.26 |
86,725.26 |
120,060.49 |
Earnings before interest, tax, depreciation and amortisation (EBITDA) |
989.84 |
(513.71) |
3,079.92 |
7,905.74 |
Other non-operating Income/(expenses) |
1,508.73 |
3,066.31 |
1,555.18 |
1,199.30 |
Interest and finance charges |
247.38 |
104.63 |
277.59 |
165.71 |
Depreciation |
341.85 |
416.74 |
500.98 |
687.68 |
ECL & Provision for doubtful advances |
1,092.04 |
1,119.66 |
1,092.04 |
4,430.59 |
Profit before Exceptional and Extra ordinary item and before taxes |
817.30 |
911.56 |
2,764.49 |
3,821.06 |
Exceptional Items |
(129.21) |
(4.42) |
(117.84) |
- |
Profit/(loss)before exceptional items and tax |
688.09 |
907.14 |
2,646.64 |
3,821.06 |
Taxation |
551.23 |
256.08 |
1,469.70 |
1,824.73 |
Net profit / (loss) after tax for the period |
136.86 |
651.06 |
1,176.94 |
1,996.33 |
Other comprehensive income |
1,358.18 |
(733.46) |
2,793.73 |
25.38 |
Total comprehensive income |
1,495.03 |
(82.40) |
3,970.67 |
2,021.71 |
2. COMPANY'S PERFORMANCE
During the year under review on a standalone basis your company achieved Total Revenue
of ' 15,307.91 lakhs as compared to ' 17,526.55 lakhs in the previous year. The net profit
on standalone basis stood at ' 136.86 lakhs as compared to ' 651.06 lakhs in the previous
year.
During the year under review on a consolidated basis your company achieved Total
Revenue of ' 89,805.18 lakhs as compared to ' 127,966.23 lakhs in the previous year. The
net profit on consolidated basis stood at ' 1,176.94 lakhs as compared to ' 1,996.33 lakhs
in the previous year.
For the year ended March 31, 2025 on standalone basis EPS stood at ' 0.44/- and on
Consolidated basis EPS stood at ' 3.82/-.
3. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31,2025 is ' 307,857,360
divided into 30,785,736 equity shares of ' 10/- each. The paid-up share capital of the
Company held by the Promoters is 44.51% as on March 31,2025, all in dematerialized form.
The Company has not issued any equity shares with differential rights, sweat equity
shares or bonus shares. The Company has only one class of equity shares with face value of
' 10 each, ranking pari -passu.
4. DIVIDEND
I n view to conserve cash/resources for the growth/future expansion, your directors
have not recommended any dividend for the year under review.
5. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from the public was outstanding as on the
date of the balance sheet.
6. TRANSFER TO RESERVES
The Board of Directors has decided to transfer NIL amount to General Reserve in the
financial year 2024-2025.
7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer unpaid/unclaimed
dividend, shares to the Investor Education and Protection Fund (IEPF) Authority of the
Central Government of India.
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 and commitments affecting financial position
between the end of the financial year and date of 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. SEXUAL HARASSMENT AT WORKPLACE
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Sexual Harassment Committee, through which we address complaints of
sexual harassment at the workplace. The Company has zero tolerance for sexual harassment
at workplace and thus has adopted a policy on prevention prohibition and redressal of
sexual harassment at workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
thereunder for prevention and redressal of complaints of sexual harassment at workplace.
During the financial year 2024-2025, the Company has received no complaints on sexual
harassment.
11. PARTICULARS OF EMPLOYEES
The disclosure pertaining to remuneration and other details are required to be
furnished pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are as given below:
a. The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year:
| Directors |
Ratio to Median Remuneration |
Mr. CH V.V. Prasad** |
0.13 |
Mr. Vivek Khare** |
0.27 |
Dr. B.R. Patil** |
0.16 |
Dr. Raja Mohan Rao |
- |
Mr. Kodumudi Sambamurthi Sripathi*** |
0.13 |
Ms. Bhavana Rao |
- |
Ms. Lakshmi Potluri |
0.29 |
R. Ganapathi# |
1.71 |
Dr. Satyam Cherukuri* |
1.74 |
Mr. Ishwar Halalli |
0.37 |
Mr. Syed Ahmed Sultan |
0.48 |
Mr. Vijay Mallya |
0.54 |
*Dr. Satyam Cherukuri appointed as the Chairman and Non-Executive Director of the
Company through a postal ballot conducted on October 30, 2024. Includes Consultancy Fees
(in Professional Capacity) ' 20.00 lakhs to Mr. Satyam Cherukuri
#Includes Consultancy Fees (in Professional Capacity) ' 21.32 lakhs to Mr. R Ganapathi
**Mr. Venkata Cherukuri Varaprasad (DIN: 00556469), Mr. Vivek Virendra Khare (DIN:
02877606), and Dr. Bhiva Rao Rajdhar Patil (DIN: 03279483) ceased to hold office as
Independent Directors of the Company upon completion of their respective terms, with
effect from September 26, 2024.
***Mr. Kodumudi Sambamurthi Sripathi (DIN: 02388109) resigned from the position of
Independent Director of the Company with effect from September 29, 2024.
b. The percentage increase / (decrease) in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year:
| Directors, Chief Executive Officer, Chief Financial Officer and Company
Secretary |
% increase / (decrease) in remuneration in the financial year |
Mr. CH V.V. Prasad** |
(37.50) |
Mr. Vivek Khare** |
(33.33) |
Dr. B.R. Patil** |
(60.00) |
Dr. Raja Mohan Rao |
- |
Mr. Kodumudi Sambamurthi Sripathi*** |
(44.44) |
Ms. Bhavana Rao |
- |
Ms. Lakshmi Potluri |
266.67 |
R. Ganapathi ## |
(45.96) |
Dr. Satyam Cherukuri* |
Nil |
Mr. Ishwar Halalli |
600.00 |
Mr. Syed Ahmed Sultan |
500.00 |
Mr. Vijay Mallya |
566.67 |
Mr. Amin Bhojani # |
(2.00) |
Mr. Mukesh Tank # |
9.94 |
*Dr. Satyam Cherukuri appointed as the Chairman and Non-Executive Director of the
Company through a postal ballot conducted on October 30, 2024. Includes Consultancy Fees
(in Professional Capacity) ' 20.00 lakhs to Mr. Satyam Cherukuri
##Includes Consultancy Fees (in Professional Capacity) ' 21.32 lakhs to Mr. R Ganapathi
# The above percentage decrease/increase in the remuneration is based on CTC including
continuity pay for FY 2023-24'4 Lakhs to Mr. Amin Bhojani & ' 6 Lakhs to Mr. Mukesh
Tank for FY 2023-24 and ' 2.75 Lakhs for FY 2024-25. In Previous Year i.e. in FY 2022-23'5
Lakhs each to Mr. Amin Bhojani and Mr. Mukesh Tank.
**Mr. Venkata Cherukuri Varaprasad (DIN: 00556469), Mr. Vivek Virendra Khare (DIN:
02877606), and Dr. Bhiva Rao Rajdhar Patil (DIN: 03279483) ceased to hold office as
Independent Directors of the Company upon completion of their respective terms, with
effect from September 26, 2024.
***Mr. Kodumudi Sambamurthi Sripathi (DIN: 02388109) resigned from the position of
Independent Director of the Company with effect from September 29, 2024.
However, after the end of the financial year, the following changes took place:
Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer of
the Company, following the resignation of Mr. Mukesh Tank, with effect from April 28,
2025. The Board places on record its appreciation for the contributions made by Mr. Tank
during his tenure.
Mr. Vikram Chandna was appointed as the Chief Executive Officer (CEO) of the Company
with effect from April 28, 2025. His appointment is expected to further strengthen the
leadership and drive the strategic growth of the Company.
c. Percentage increase in the median remuneration of employees in the financial year
ended March 31, 2025:
There was an increase in the median by 7.83% This has been arrived by comparing the
median remuneration of the cost-to-the Company as on March 31,2025, as compared to
previous year as on March 31,2024.
d. The number of permanent employees on the rolls of Company: 720 as on March 31,2025.
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:
There was an increase of 5.72% in remuneration of employees other than managerial
personnel against 3.39% increase in remuneration of managerial personnel. There has been
no exceptional remuneration increase for managerial personnel.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of top ten employees and the employees drawing
remuneration in excess of limits prescribed under Section 197(12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in a separate annexure forming part of this report and is
available on the website of the Company at under Investor section, Financial Reports. In
terms of the proviso to section 136 (1) of the Act, the reports and accounts are being
sent to the shareholders excluding the aforesaid Annexure. Shareholders interested in
obtaining this information may access the same from the Company website or send a written
request to the Company.
I n accordance with Section 136 of the Companies Act, 2013, the annexure is open for
inspection at the Registered Office of the Company during business hours on all working
days, 21 days before the Annual General Meeting and copies may be made available in
request.
h. Further In terms of rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 -
1. No employees were employed throughout the financial year, were in receipt of
remuneration for that year which, in the aggregate, was more than One Crore and Two lakh
rupees per annum.
2. No employees were employed for a part of the financial year, was in receipt of
remuneration for any part of that year, at a rate which, in the aggregate, was more than
Eight Lakh and Fifty Thousand Rupees per month.
3. No employees were employed throughout the financial year or part thereof, who were
in receipt of remuneration in that year which, in the aggregate, or as the case may be, at
a rate which, in the aggregate, is in excess of that drawn by the Managing Director or
Whole-Time Director and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the Company.
12. CERTIFICATIONS ON ISO STANDARDS AND QUALITY FRAMEWORKS
Your Company continues its journey of delivering value to clients through its rigorous
discipline in adhering to ISO Standards and Quality Frameworks. Sustained commitment to
the highest levels of quality and robust information security practices helped the Company
attain significant milestones during the year.
Your Company has adopted and achieved the following international standards and process
improvement framework for process definition and improvement:
• ISO 9001-2015
• ISO 27001:2022
• ISO 20000-1:2018
• ISO 14001:2015
• Capability Maturity Model Integration (CMMI) Dev V2.0 Maturity Level 5
Your Company has a strong mechanism for taking feedback from the Customers through
satisfaction surveys. The feedback is analyzed across multiple dimensions to drive
improvement in Customer experience.
13. STATE OF COMPANY'S AFFAIRS Strategy
Our strategic objective is to build a sustainable organization that remains relevant to
the agenda of our clients, while generating profitable growth for our investors. During
the year, we continued to work on our vision and strengthened focus on our core competence
area of IT services. We also introduced a number of strategies for the overall growth and
productivity of the Company. The following are some of the broad areas covered by these
initiatives:
Cost optimization
A series of measures have been initiated to yield a high level of cost optimization.
This includes increasing the offshore effort ratio, deploying people in right jobs and
eliminating unnecessary costs.
Enhancing sales productivity
There is a considerable focus on the sales team for the purpose of acquiring large and
profitable project. A new sales team is in place to bring more revenue yielding
opportunities.
Delivery
The Delivery team has been strengthened further and it has started showing immediate
results in the form of positive feedback from customers. Our strategy is to leverage
software-based automation to deliver solutions and services to our clients in the most
cost-effective manner, while at the same time optimizing our cost structure to remain
competitive.
14. SUBSIDIARY COMPANIES
The Company has 8 subsidiaries as on March 31,2025. 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 Company's 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
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. i n 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 for that 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 internal financial controls to be followed by the Company and
such internal 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 internal 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 internal 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 Company's internal financial controls were adequate and effective
during the financial year 2024-2025.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i n accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr. R. Ganapathi (DIN 00103623), Non-Executive
Director, shall retire by rotation at ensuing 39th Annual General Meeting of the Company
and being eligible, has offered himself for re-appointment.
Appointments and cessations of Directors & Key Managerial Personnel are as under:
Appointments:
During the year under review, the members of the Company approved the appointment of
Dr. Satyam Cherukuri as the Chairman and Non-Executive Director of the Company through a
postal ballot conducted on October 30, 2024. His appointment was made in accordance with
the provisions of the Companies Act, 2013 and other applicable regulatory requirements.
There were no other changes in the composition of the Board of Directors or Key
Managerial Personnel during the financial year ended March 31,2025.
Changes After the Close of the Financial Year:
Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer of
the Company, following the resignation of Mr. Mukesh Tank, with effect from April 28,
2025. The Board places on record its appreciation for the contributions made by Mr. Tank
during his tenure.
Mr. Vikram Chandna was appointed as the Chief Executive Officer (CEO) of the Company
with effect from April 28, 2025. His appointment is expected to further strengthen the
leadership and drive the strategic growth of the Company.
Cessation:
During the year under review, Mr. Venkata Cherukuri Varaprasad (DIN: 00556469), Mr.
Vivek Virendra Khare (DIN: 02877606), and Dr. Bhiva Rao Rajdhar Patil (DIN: 03279483)
ceased to hold office as Independent Directors of the Company upon completion of their
respective terms, with effect from September 26, 2024, in accordance with the provisions
of the Companies Act, 2013 and applicable SEBI regulations. The Board places on record its
sincere appreciation for their valuable contributions and guidance during their tenure.
Further, Mr. Kodumudi Sambamurthi Sripathi (DIN: 02388109) resigned from the position
of Independent Director of the Company with effect from September 29, 2024. The Board
places on record its appreciation for the contributions made by him during his association
with the Company.
Changes After the Close of the Financial Year:
Mr. Mukesh Tank resigned from the position of Company Secretary and Compliance Officer
of the Company with effect from April 28, 2025. The Board places on record its gratitude
for the services rendered by him.
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 III).
During the year, the Non-Executive Directors of the Company had following pecuniary
relationship or transactions with the Company.
(' In Lakhs)
| Names |
Sitting fees (') |
Reimbursement of expenses incurred for attending the Meetings of the
Company (?) |
Any other transaction** (') |
Mr. CH V.V. Prasad |
1.75 |
- |
0.32 |
Mr. Vivek Khare |
3.50 |
- |
0.04 |
Dr. B.R. Patil |
2.10 |
- |
0.34 |
Dr. Raja Mohan Rao |
- |
- |
21.68 |
Mr.Kodumudi Sambamurthi Sripathi |
1.75 |
- |
1.58 |
Ms. Lakshmi Potluri |
3.85 |
- |
- |
R. Ganapathi |
*22.37 |
- |
73.95 |
Dr. Satyam Cherukuri |
#22.80 |
- |
- |
Mr. Ishwar Halalli |
4.90 |
- |
- |
Mr. Syed Ahmed Sultan |
6.30 |
- |
|
Mr. Vijay Mallya |
7.00 |
- |
2.08 |
|
|
|
|
Sitting fees is Rs. 35,000 per meeting for Board and committee meetings.
The sitting fees relating to Board meetings of subsidiaries attended by the Company's
directors were reimbursed by the respective subsidiaries and are not included in the above
disclosure.
* Includes Consultancy Fees (in Professional Capacity) Rs. 21.32
# Includes Consultancy Fees (in Professional Capacity) Rs. 20.00
** Includes actual Reimbursement other than attending the meetings of the Company
Criteria of making payments to Non-Executive Directors
Sitting fees is paid to Independent, Woman and Non-Executive Directors. No sitting fees
is paid to Executive Directors for attending the meetings of the Company. Dr. Raja Mohan
Rao, Non-Executive Director has waived his right to receive sitting fees for attending the
board / committee or any other meetings of the Company.
Mrs. Bhavana Rao, Executive Director of the Company for the year under review is an
employee of Trigyn Technologies Inc, a wholly owned subsidiary of the Company and is paid
remuneration from the wholly owned subsidiary of the Company. Ms. Bhavana Rao was
appointed as Executive Director of the Company with effect from May 17, 2021 with Nil
Remuneration in your Company.
The Criteria of making payments to Non-Executive Directors can be viewed at the website
of our company at
Pursuant to Regulation 46(2) (f) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), following are the criteria for making payments to Non - executive
Directors of the Company:
• Sitting Fee: The Non-executive Director(s) shall receive Sitting fees for
attending meetings of the Board or Committee thereof or any other meeting as may be
required to discharge their duties as Directors not exceeding the limits prescribed under
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as may be applicable from time to time.
• Reimbursement of actual expenses incurred: NEDs may also be paid / reimbursed
such sums incurred as actuals for travel, incidental and / or actual out of pocket
expenses incurred by such Director / Member for attending Board / Committee / any other
meetings / business of the Company.
The above criteria and policy are subject to review by the Nomination &
Remuneration Committee and the Board of Directors of the Company from time to time.
There are no convertible instruments held by or issued to Non-Executive Director.
Pursuant to the provisions of Section 203 the Key Managerial Personnel of the Company
are -
Mr. Vikram Chandna was appointed as the Chief Executive Officer (CEO) of the Company
with effect from April 28, 2025.
Mrs. Prachi Deshpande was appointed as the Company Secretary and Compliance Officer of
the Company, following the resignation of Mr. Mukesh Tank, with effect from April 28,
2025.
Mrs. Bhavana Rao, Executive Vice Chairperson, Mr. Vikram Chandna, Chief Executive
Officer (CEO) ,Mr. Amin Bhojani, Chief Financial Officer and Mrs. Prachi Deshpande,
Company Secretary and Compliance Officer.
During the year under review, there were above mentioned changes in Key Managerial
Personnel.
17. NUMBER OF MEETINGS OF BOARD
During the year under review 8 (Eight) meetings of the Board of Directors of the
Company were held on May 23, 2024, May 29, 2024, August 14, 2024, September 27,2024,
November 13, 2024, January 09, 2025 ,February 05, 2025 and February 20, 2025. The details
of the number of meetings of the Board held during the Financial Year 2024-25 and the
attendance therein forms part of the Report on Corporate Governance. In view of directive
issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India,
measures were taken to ensure security of information and confidentiality of process, and
at the same time, ensuring convenience of the Board
members, in respect of virtually convened Meetings. The Company Secretary and the
Chairman of the meeting(s) ensured that all the applicable provisions related to the
holding of meetings through video conferencing were complied with for such virtual
meetings. During the year under review, the Board accepted all recommendations made to it
by its various Committees
18. COMMITTEES OF THE BOARD
Currently the Board has five statutory committees, (1) Audit Committee, (2) Nomination
/ Remuneration / Compensation Committee, (3) Corporate Social Responsibility Committee,
(4) Stakeholders Relationship & Grievance Committee.
A detailed note on the Board and its committee is provided under the Corporate
Governance Report section in this Annual Report.
19. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own performance,
Board committees and individual Directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(“SEBI”) under SEBI Listing Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
The Board and the Nomination / Remuneration / Compensation Committee (“NRC”)
reviewed the performance of the individual Directors on the basis of the criteria such as
the contribution of the individual Director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
I n a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed.
The framework of this evaluation includes but is not limited to the following
parameters:
• Peer evaluation
• Decision making
• Information flows
• Board dynamics and relationships
• Relationship with stakeholders
• Tracking boards and committee's effectiveness
• Company's performance and strategy
20. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.
The Company's policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which forms part of the Directors' Report.
21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details with respect of internal financial control and their adequacy are included
in the Management Discussion & Analysis, which forms part of this report.
22. AUDIT COMMITTEE
The details pertaining to the composition of the audit committee are included in the
Corporate Governance Report, which forms part of this report.
23. AUDITORS Statutory Auditors
M/s V Rohatgi & Co. Chartered Accounts (Firm Registration No. 000980C) are the
Statutory Auditors of the Company.
M/s V Rohatgi & Co. Chartered Accounts has audited the book of accounts of the
Company for the Financial Year ended March 31,2025, and has issued the Auditors' Report
thereon.
There are no qualifications or reservations or adverse remarks or disclaimers in the
said Report.
Secretarial Auditors
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to
annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in
practice, in the prescribed form. The Board had appointed M/s Anmol Jha & Associates,
practicing Company Secretaries, as Secretarial Auditor to conduct a Secretarial Audit of
the Company for the Financial Year 2024-2025 (Annexure IV).
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 requires every listed entity and its material unlisted subsidiaries
incorporated in India shall undertake secretarial audit and shall annex with its annual
report (Annexure V), 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 Annual Secretarial Compliance Report for the
Financial Year ending March 31,2025.
Internal Auditors
Section 138 of the Companies Act, 2013 and rules made thereunder requires every listed
company to appoint an internal auditor who shall either be a chartered accountant or a
cost accountant, or such other professional as may be decided by the Board to conduct
internal audit of the functions and activities of the company. The Board had appointed V S
Paranjape & Associates LLP, as Internal Auditor to conduct internal audit of the
Company for the Financial Year 2024-2025.
24. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The Statutory Auditors Report does not contain any qualifications, reservations or
adverse remarks.
Report of the Secretarial Auditor does not contain any qualifications, reservations or
adverse remarks.
25. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
26. RISK MANAGEMENT
Risk management is the process of identification, assessment, and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and / or impact of unfortunate events or to maximize the realization of
opportunities. The audit committee has additional oversight in the area of financial risks
and controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The development and
implementation of risk management policy has been covered in the management discussion and
analysis, which forms part of this report.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
28. TRANSACTIONS WITH RELATED PARTY
None of the transactions with related parties falls under the scope of Section 188(1)
of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)
of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given Form AOC
- 2 (Annexure I) and the same forms part of this report.
29. CORPORATE SOCIAL RESPONSIBILITY
In line with the provisions of the Companies Act, 2013, the Company has framed its
Corporate Social Responsibility (CSR) policy for the development of programs and projects
for the benefit of weaker sections of the society and the same has been approved by the
CSR Committee and the Board of Directors of the Company. The Corporate Social
Responsibility (CSR) policy of the Company provides a road map for its CSR activities. The
purpose of CSR Policy is to devise an appropriate strategy and focus its CSR initiatives
and lay down the broad principles on the basis of which the Company will fulfill its CSR
objectives.
Over the years, we have been striving to achieve a fine balance of economic,
environmental and social imperatives, while also paying attention to the needs and
expectations of our internal as well as external stakeholders.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure II of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The 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 trigyn.com/investor-relations.
31. PREVENTION OF INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (‘the PIT Regulations') on prevention of insider trading,
your Company has in place its Code of Conduct for regulating, monitoring and reporting of
trading by Designated Persons in line with the amendments brought by SEBI in the PIT
Regulations.
Your Company also has a Code of practices and procedures of fair disclosures of
unpublished price sensitive information including a policy for determination of legitimate
purposes along with the Institutional Mechanism for prevention of insider trading and
Policy and procedures for inquiry in case of leak of unpublished price sensitive
information or suspected leak of unpublished price sensitive information.
Your Company has also put in place requisite Structured Digital Database (SDD) system
for the Designated Persons (DPs) to protect the confidentiality of Unpublished Price
Sensitive Information (UPSI) of the Company.
Further, your Company has in place adequate and effective system to ensure compliance
with the requirements given in these regulations to prevent insider trading.
32. DOWNSTREAM INVESTMENT
The Company has Foreign Direct Investment (FDI) of 0.22% and has also undertaken
downstream investments in its Indian subsidiaries/other Indian entities. The Company has
ensured that such investments are in compliance with the applicable provisions of the
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019
33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
34. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31,2025.
Male Employees: 532
Female Employes: 188
Transgender Employees: Not disclosed (by employees)
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
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:
Policy for determining material subsidiaries of the Company is available on the website
of the Company (URL:
Policy on dealing with related party transactions is available on the website of the
Company (URL:
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
During the year under review, the Company received a Whistle Blower complaint, which
was duly reviewed and appropriately resolved in compliance with the Vigil Mechanism
framework.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY
Your company consumes electricity only for the operation of its computer and
administration of its offices. Though the consumption of electricity is negligible as
compare to the total turnover of the company, your company always endeavors to take
effective steps to reduce the consumption of electricity.
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's |
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 (AI), 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.
Efforts Made Towards Technology Absorption
Trigyn invested significantly in onboarding new AI-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.
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:
• Enhanced product quality with more robust and adaptive digital learning features
for a user base exceeding 170 million.
• Platform available in 22 scheduled Indian languages.
• Just in time clarification through Ask DIKSHA.
• No dependency on imported solutions, as AI and speech technologies were directly
integrated via Microsoft Azure.
Imported Technology
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.
Expenditure on Research and Development
There was no significant expenditure on Research and Development for the financial year
under review.
C. FOREIGN EXCHANGE EARNING/OUTGO:
The foreign exchange earnings of your Company during the year were ' 9,653.74 Lakhs
(Previous year ' 10,031.55 Lakhs), while the outgoings were ' 144.17 Lakhs (Previous year
' 399.92 Lakhs)
The above foreign exchange earnings are excluding Dividend received during the year in
foreign currency ' 1,486.80 Lakhs (Previous year ' 2,911.75 Lakhs)
38. EMPLOYEE STOCK OPTION PLAN (ESOP)
The Company obtained approval from its members through a postal ballot on March 26,
2025, for the implementation of the “TRIGYN TECHNOLOGIES LIMITED - EMPLOYEE STOCK
OPTION PLAN 2025” (“TTL-ESOP 2025”), comprising up to 4,50,000 equity
shares.
The TTL-ESOP 2025 is designed to attract, retain, and motivate key employees by
providing them with an opportunity to participate in the growth and success of the
Company, thereby aligning their interests with that of the Company and its shareholders.
The approval was obtained in accordance with the applicable provisions of the Companies
Act, 2013, read with the relevant rules framed thereunder, and the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021. The Company is currently in the
process of completing the necessary compliances required under the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the
effective implementation of the TTL-ESOP 2025 scheme.
39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Directors reaffirm their continued commitment to good corporate governance
practices. During the year under review, your Company was in compliance with the
provisions relating to corporate governance as provided under the Listing Regulations. The
compliance report is provided in the Corporate Governance section of this Annual Report.
The auditor's certificate on compliance with the conditions of corporate governance of the
Securities and Exchange Board of India (Listing Requirement and Disclosure Obligations)
Regulations, 2015 (Listing Regulations) forms part of this Report.
40. GREEN INITIATIVES
In terms of the MCA and SEBI Circulars, we are not publishing the statutory disclosures
in the print version of the Annual Report and only the electronic form is sent to the
registered email addresses of the shareholders. Electronic copies of the Annual Report
2024-2025 and Notice of the 39th Annual General Meeting are sent to all members
whose email addresses are registered with the Company / Depository Participant(s). For
members who have not registered their email addresses can visit the website of the company
for downloading the Annual Report and Notice of the e-AGM.
41. ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the contribution made by
employee at all level to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation for the support provided
by the Customer, Vendors, Investors, Bankers, SEEPZ, regulatory and government authorities
in India and abroad.
For and on behalf of the Board of Directors
|
Sd/- |
Place: Princeton, New Jersey |
Dr. Satyam Cherukuri |
Date: August 11, 2025 |
Chairman and Non-Executive Director (DIN 01294234) |
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