Directors Report of Tridhya Tech Ltd.

Mar 31, 2025

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

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

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

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

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

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

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

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

3. TRANSFER TO RESERVES

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

4. NATURE OF BUSINESS AND ANY CHANGES THEREIN

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

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
BOARD OF DIRECTORS:

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

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

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

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

APPOINTMENT, RESIGNATION AND CHANGE IN DESIGNATION OF DIRECTORS:

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

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

RETIREMENT BY ROTATION:

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

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

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

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

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

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

6. DIVIDEND AND RESERVES

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

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

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

8. SHARE CAPITAL OF THE COMPANY

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

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

9. MANAGEMENT DISCUSSIONS AND ANALYSIS

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

10. ANNUAL RETURN

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

11. PUBLIC DEPOSITS

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

12. PROMOTERS

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

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

13. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them,
yourDirectors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the Annual Accounts for the year ended March 31^st, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if
any;

b) That the directors had selected such accounting policies and applied them consistently and made judgments
andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
companyat the end of the financial year and of the profit of the company for the year ended March 31^st,
2025;

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared the annual accounts for the financial year ended March 31^st, 2025
on a going concern basis;

e) That the directors had laid down internal financial controls to be followed by the company and that such
internalfinancial controls are adequate and were operating effectively; and

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

14. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in
Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46
and Para C, D and E of Schedule V shall not apply to a listed entity being listed on SME Exchange of NSE.

Accordingly the Company is not required to comply with the above provisions of Corporate Governance.

Therefore the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate
Governance are not made a part of the Annual Report.

15. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

16. DECLARATION BY INDEPENDENT DIRECTORS

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

17. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

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

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

18. MEETINGS OF THE BOARD

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

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

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

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

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

20. COMMITTEES OF THE BOARD

The Company’s Board has the following Committees:

>¦ Audit Committee

>¦ Nomination and Remuneration Committee
>¦ Stakeholders Relationship Committee

i)AUDIT COMMITTEE:

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

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

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

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

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

ii) NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

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

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

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

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

During the financial year 2024-25, two meeting of SRC were held on May 24^th, 2025 and October 23^rd, 2024.

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

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

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

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

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

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

21. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

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

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

22. DIRECTORS TRAINING AND FAMILIARIZATION

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

Director(s) and ongoing training for existing Directors.

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

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

The induction process is designed to:

• build an understanding of the Company''s processes and

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

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

23. DETAILS OF FRAUD REPORT BY AUDITOR

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

24. AUDITORS

(I) STATUTORY AUDITORS:

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

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

(II) INTERNAL AUDITORS:

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

(III) SECRETARIAL AUDITORS:

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

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

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

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

25. MAINTENANCE OF COST RECORDS

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

26. INSURANCE

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

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its

operations toensure proper recording of financial and operational information & compliance of various internal
controls & other regulatory & statutory compliances. During the year under review, no material or serious
observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such
controls.

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

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

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one
thousand Crores or more or a net profit of rupees five Crores or more during previous financial year;

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the
regardto the formation of the CSR Committee and undertaking of Social Expenditure as required under the said
Section.

29. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

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

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

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

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

STATEMENT OF COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of its employees, particularly in relation to
maternity benefits. In accordance with the Maternity Benefit Act, 1961, we have established a comprehensive
formal policy that outlines the provisions and entitlements available to our employees during maternity leave.

This policy ensures that all eligible employees receive the benefits mandated by the Act, including paid maternity
leave, medical benefits, and job security upon their return to work. We regularly review and update our policy
to ensure compliance with any amendments to the Act and to reflect best practices in supporting our employees.

31. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

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

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

1. Acquisition:

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

Your Company’s goal is to foster building in emerging areas and accelerate its access in identified markets which
strengthened your Company’s presence which significantly improve its position in key market and segments.

The Company has incorporated its wholly-owned subsidiary ‘TRIDHYA TECH UK LIMITED'' in England and Wales
having registered office at UK dated April, 23^rd, 2024 to expand our market reach and has completed the
Overseas Direct Investment (ODI) of the same dated June 04^th, 2025 .

2. Disinvestment:

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

3. Repayment of Loan:

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

4. Change in Board Constitution

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

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

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

36. RISK MANAGEMENT POLICY

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

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

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving

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

37. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

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

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

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

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

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

40. COMPLIANCE WITH SECRETARIAL STANDRAD OF ICSI

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

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

42. GENERAL DISCLOSURE

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

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

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

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

35. ACKNOWLEDGEMENT

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

FOR, TRIDHYATECH LIMITED

SD/- SD/-

RAMESH ARJANBHAI MARAND VINAY SHIVJI DANGAR

MANAGING DIRECTOR DIRECTOR

DIN: 07235447 DIN: 07212051

Registered Office:

401, One World West, Near Ambli T-Junction 200'' S. P. Ring Road,

Bopal Ahmedabad Gujarat- 380058

Place: Ahmedabad
Date: 30/08/2025

---

Mar 31, 2024

Your Directors feel great pleasure in presenting 07^th Annual Report on the business and operations of the Companytogether with the Audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
	STANDALONE		CONSOLIDATED
S. NO.	PARTICULARS	CURRENT YEAR ENDED 31ST MARCH, 2024	PREVIOUS YEAR ENDED 31ST MARCH, 2023	CURRENT YEAR PREVIOUS YEAR ENDED 31ST ENDED 31ST MARCH, 2024 MARCH, 2023
1.	Total Revenue	3424.29	1372.13	3527.76	2151.48
2.	Other Income	243.13	144.72	368.79	218.67
3.	Total Income	3667.42	1516.84	3896.55	2370.15
4_ n	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	455.99	624.05	602.28	818.68
	Less: Depreciation and Amortization Expenses	(174.32)	(135.08)	(219.99)	(159.18)
6.	Less: Finance Cost	(273.04)	(157.81)	(378.45)	(222.16)
7.	Profit before Tax	8.63	331.16	3.84	437.35
8.	Less: Provision for Tax	(45.08)	(84.50)	(53.02)	(119.15)
9.	Profit after Tax	-36.45	246.66	49.19	318.20
10.	Earnings per share (EPS)
	Basic	-0.17	1.45	-0.23	1.87
	Diluted	-0.17	1.45	-0.23	1.87

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

On standalone basis, your company during the year under review has reported total revenue of Rs. 3667.42 Lakhs which is comparatively significant than last year''s total revenue of Rs. 1516.84 Lakhs. The net Loss of the year under review is amounting to Rs. - 36.45 Lakhs as against Profit of Rs. 246.66 Lakhs reported in the Previous Year.

Further during the Year 2023-24, Tridhya Tech Limited has acquired the business and operations of software development companies i.e. Codup Technologies Private Limited & Tableflow Tech Private limited.

On a Consolidation basis, Total Revenue of the Company during the Financial Year under review is Rs. 3527.76 Lakhs. The Consolidated Profit after tax for the Financial Year under review is amounting to Rs. 3.84 Lakhs. Moreover, your directors are continuously looking for new avenues for future growth of the company and expect growth with introduction of better and varied product lines and accessories.

3. RESERVES AND SURPLUS (Rs. In Lakhs):

The company has reserves and surplus of Rs. 2341.27 lakhs in the present financial year (FY 2023-24) as against the Reserve and Surplus of Rs. 367.99 lakhs during the previous financial year (FY 2022-23).

4. CHANGE IN MANAGEMENT

In view of the appointments and resignation of Directors in the Board of the Company, following is the revisedComposition of the Board;

SR NO.	NAME OF THE DIRECTORS	DESIGNATION	DIN/PAN	STATUS
1.	RAMESH ARJANBHAI MARAND	Managing Director	07235447	Promoter/ Chairman
2.	GAURAVKUMAR BAROT	CEO	06793134	Non Promoter
3.	VINAY SHIVJI DANGAR	Executive Director	07212051	Promoter
4.	RAJ ARJANBHAI AHIR	Non-Executive Director	08025164	Non Promoter
5.	HETAL HARSHAL SOMANI	Non-Executive Director	09720365	Non Promoter
6.	ASHUTOSH CHHAWCHHARIA	Non-Executive Director	05317799	Non Promoter
7.	GAURAV HASMUKHRAY SHAH	CFO	DQBPS2825H	Non Promoter
8.	BHANVI CHOUDHARY	COMPANY SECRETARY	AIMPC1888L	Non Promoter

5. DIVIDEND AND RESERVES

With a view to conserve the resources for future business operations of the Company and to develop and diversify the existing business, your directors have not recommended any Dividend for the Financial Year 2023-24.

Your Company has transferred the entire profit available for appropriation for the current Financial Year to the GeneralReserve.

6. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND

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

7. SHARE CAPITAL OF THE COMPANY

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

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

8. MANAGEMENT DISCUSSIONS AND ANALYSIS

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

9. ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at https://www.tridhyatech.com/.

10. PUBLIC DEPOSITS

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

11. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year and of the profit of the company for that period;

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) That the directors had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and

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

12. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the company being listed on SME Exchange.

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

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a) Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when thenecessity arises.

B. Technology Absorption

a) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C.	The Particulars of Foreign Exchange and Outgo for the year under review are: (Rs. in Lakhs)
	PARTICULARS MARCH, 2023	YEAR ENDED 31ST MARCH, 2024	YEAR ENDED 31ST
	FOREIGN EXCHANGE EARNING	1126.96	611.68
	FOREIGN EXCHANGE OUTGO	68.47	5.36

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

15. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

16. DECLARATION BY INDEPENDENT DIRECTORS

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

During the financial year 2023-24, there was change in the board of directors of the company. Accordingly, at present, the structure of Board of Directors is as follows:

SR. N	DESIGNATION	NAME OF DIRECTORS
1.	Executive Director	Mr. GAURAVKUMAR BAROT (w.e.f 02-02-2022)
2.	Executive Director	Mr. VINAY SHIVJI DANGAR (w.e.f. 02/02/2018)
3.	Managing Director	Mr. RAMESH ARJANBHAI MARAND (w.e.f 02/02/2018 as director and w.e.f 28/11/2022 as Managing Director)
4.	Non-Executive Director	MR. RAJ ARJANBHAI AHIR (w.e.f. 07/06/2021)
5.	Independent Director (NonExecutive)	Ms. HETAL HARSHAL SOMANI (w.e.f. 06/01/2023)
6.	Independent Director (NonExecutive)	Mr. ASHUTOSH CHHAWCHHARIA (w.e.f. 29/11/2023)

THERE ARE FOLLOWING CHANGES IN THE COMPOSITION OF BOARD DURING THE YEAR AND AFTER THE END OF THE FINANCIAL BUT BEFORE THE DATE OF BOARD REPORT -

SR. N	DESIGNATION	NAME OF DIRECTORS	DATE OF APPOINTMENT /RESIGNATION
1.	Executive Director	Mr. GAURAVKUMAR BAROT	Resigned as on 29-04-2024
2.	Additional Independent (Non- Executive) Director	Mr. ASHUTOSH CHHAWCHHARIA	Appointed as on 29-11-2023
3.	Independent(Non-Executive) Director	Ms. SIMRAN JEET KAUR	Resigned as on 12-09-2023

(II) KEY MANAGERIAL PERSONNEL

During the year under review, there was change in Key Managerial Personnel of the company and accordingly, at present, the following are the Key Managerial Personnel of the company:

SR. NO.	DESIGNATION	KEY MANAGERIAL PERSONNEL
1.	Managing Director	Mr. RAMESH ARJANBHAI MARAND (as an MD w.e.f. 28/11/2022)
2.	Company Secretary & Compliance Officer (CS)	Ms. BHANVI CHOUDHARY (w.e.f 15/02/2024)
3.	Chief Financial Officer (CFO)	Mr. GAURAV HASMUKHRAY SHAH (w.e.f 24/01/2023)

THERE ARE FOLLOWING CHANGES IN KEY MANAGERIAL PERSONNEL DURING THE YEAR AND AFTER THE END OF THE FINANCIAL BUT BEFORE THE DATE OF BOARD REPORT -

SR. N	DESIGNATION	KEY MANAGERIAL PERSONNEL	DATE OF APPOINTMENT /RESIGNATION
1.	Chief Financial Officer (CFO)	Mr. GAURAV HASMUKHRAY SHAH	Resigned as on 25-06-2024
2.	Chief Financial Officer (CFO)	Mr. RAHUL BHOGILAL LABANA	Appointed as on 05-07-2024
3.	Company Secretary & Compliance Officer (CS)	Ms. BHANVI CHOUDHARY	Resigned as on 16-10-2023
4.	Company Secretary & Compliance Officer (CS)	Ms. BHANVI CHOUDHARY	Re-Appointed as on 15-02-2024

18. MEETINGS OF THE BOARD

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

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

During the year under review, 15(FIFTEEN) Board Meetings were convened and the intervening gap between within the period prescribed under the Companies Act, 2013.

NAME OF DIRECTOR	CATEGORY	NUMBER OF MEETINGS WHICH DIRECTOWAS ENTITLED TO ATTEND	MEETINGS ATTENDED
Mr. GAURAVKUMAR BAROT	Executive Director	15	15
Mr. VINAY SHIVJI DANGAR	Executive Director	15	15
Mr. RAMESH ARJANBHAI MARAND	Managing Director	15	15
MR. RAJ ARJANBHAI AHIR	Non-Executive Director	15	15

Ms. HETAL HARSHAL SOMANI	Independent Director	15	15
Ms. SIMRAN JEET KAUR	Independent Director	7	2
Mr. ASHUTOSH CHHAWCHHARIA	Additional NonExecutive Independent Director	6	2

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meetingof the Independent Directors of the Company was held on 12^th February, 2024 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

20. COMMITTEES OF THE BOARD

The Company''s Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

i) AUDIT COMMITTEE:

The Board at its Meeting held on 29^th November, 2023 re-constituted the Audit Committee.

During the financial year 2023 -2024, (6) meetings of Audit Committee were held on 10^th April, 2023; 10^th July, 2023, 07^th September, 2023, 10^th November, 2023, 29^th November, 2023, 12^th February, 2024.

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

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Ms. SIMRAN JEET KAUR (resigned on 12th November, 2023)	CHAIRMAN	2
Ms. HETAL HARSHAL SOMANI	MEMBER	6
MR. RAMESH ARJANBHAI MARAND	MEMBER	6
Mr. ASHUTOSH CHHAWCHHARIA (Appointed on 29th November, 2023)	CHAIRMAN	2

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

All the recommendations made by the Audit Committee were accepted by the Board of Directors.The terms of

reference of the Audit Committee shall include but not limited to the following:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the Auditors ofthe Company.

b) To review and monitor Auditor''s independence and performance and effectiveness of audit process.

c) To review with the Management the Quarterly Financial Results before submission to the Board for approval.

d) Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors in to matters where there is suspected fraud or irregularity or a failure of internal control systems of a materialnature and reporting the matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with related parties.

f) Reviewing the Company''s risk management policy.

g) To scrutinize inter-corporate loans and investments made by the Company.

h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.

j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the InternalControl System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience and backgroundetc. of the candidate.

m) To carry out any other function, as may be assigned to Audit Committee pursuant to any amendments to theListing Regulations and the applicable provisions of the Act.

n) To oversee the Company''s financial reporting process and disclosure of the financial information to ensure thatthe financial statements are correct, sufficient and creditable.

o) To review the following information/document:

> Management Discussion and Analysis of financial condition and results of operation;

> Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

> Management letter/letters of internal control weakness issued by the Statutory Auditors;

> Internal audit reports relating to internal control weakness;

> Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stockexchange(s) in terms of Regulation 32(1) of the Listing Regulations.

ii) NOMINATION AND REMUNERATION COMMITTEE

The Board at its Meeting held 29^th November, 2023 re-constituted the Nomination and remuneration

Committee(hereinafter referred as "NRC").

During the financial year 2023-24, 2(Two) meetings of NRC were held on 29^th November, 2023 and 15^th

February, 2024.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorumwas present at the Meeting.
NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Ms. HETAL HARSHAL SOMANI	Chairman	2
Mr. RAJ ARJANBHAI AHIR	Member	2
Ms. SIMRAN JEET KAUR (resigned on 12th November, 2023)	Member	0
Mr. ASHUTOSH CHHAWCHHARIA (Appointed on 29th November, 2023)	Member	2

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

The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the

Companies Act, 2013 which are as follows:

a) To lay down criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

b) To formulate a criterion for evaluation of performance of Independent Directors and the Board of Directors.

c) To recommend remuneration to be paid to a Director for any service rendered by him to the Company which are of a professional nature and provide an opinion, whether such Director possess the requisite qualification for the practice of such profession.

d) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of thereport of performance evaluation of Independent Directors.

f) To recommend to the Board the appointment and removal of the Directors, including Independent Directors.

g) Carrying out functions as delegated by the Board of Directors from time to time.

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

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board at its Meeting held on 29^th November, 2023 re-constituted the Stakeholder Relationship Committee.

(hereinafterreferred as "SRC").

During the financial year 2023-24, 02 (Two) meeting of SRC were held on 10^th July, 2023 and 29^th November,

2023.

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

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
MS. SIMRAN JEET	CHAIRPERS	1
KAUR (resigned on 12th November, 2023)	ON
MR. VINAY SHIVJI DANGAR	MEMBER	2
MR. RAJ ARJANBHAI AHIR	MEMBER	2
Mr. ASHUTOSH CHHAWCHHARIA (Appointed on 29th November, 2023)		1

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

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

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agentduring the year 2023-24 are as under:

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

21. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

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

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

22. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Company''s processes and

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

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

23. DETAILS OF FRAUD REPORT BY AUDITOR:

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

24. AUDITORS(I) STATUTORY AUDITORS:

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

Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

(II) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, The Board of Directors, has appointed M/s Shah Sanghvi & Associates, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2023-24.

(III) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial Audit for the year ended on 31st March, 2024.

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

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during previous financial year,

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

27. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your Company is having its 5 Subsidiary Companies and 1 Associate entities as on March 31,2024.

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

SR No	Name of the Company	Relationship
1	Contcentric IT Services Private Limited	Wholly Owned Subsidiary
2	Vedity Software Private Limited	Wholly Owned Subsidiary
3	Basilroot Technologies Private Limited	Wholly Owned Subsidiary
4	Tridhya Tech GMBH	Associate Entity
5	Table Flow Tech Private Limited	Subsidiary
6	Codup Technologies Private Limited	Subsidiary

28. RELATED PARTY TRANSACTIONS

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

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The Company has adopted a RelatedParty Transactions Policy.

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

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

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

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

There is no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2024. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

32. RISK MANAGEMENT POLICY

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

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

33. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

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

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

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

36. SECRETARIAL STANDRAD OF ICSI

The Directors state that applicable Secretarial standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

37. GENERAL DISCLOSURE

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

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

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

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

35. ACKNOWLEDGEMENT

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

---

Mar 31, 2023

Your Directors feel great pleasure in presenting 06^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

STANDALONE			CONSOLIDATED
S. NO.	PARTICULARS	CURRENT YEAR ENDED 31ST MARCH, 2023	PREVIOUS YEAR ENDED 31ST MARCH, 2022	CURRENT YEAR ENDED 31ST MARCH, 2023	PREVIOUS YEAR ENDED 31ST MARCH, 2022
1.	Total Revenue	1516.84	1354.48	2151.48	1372.37
2.	Other Income	144.72	32.43	218.67	35.11
3.	Total Income	1516.84	1354.48	2370.15	1407.48
4.	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	624.05	571.34	818.68	594.51
5.	Less: Depreciation and Amortization Expenses	(135.08)	(68.68)	(159.18)	(69.43)
6.	Less: Finance Cost	(157.81)	(72.35)	(222.16)	(72.48)
7.	Profit before Tax	331.16	430.31	437.35	452.60
8.	Less: Provision for Tax	(84.50)	(103.77)	(119.15)	(109.71)
9.	Profit after Tax	246.66	326.54	318.20	342.84
10.	Earnings per share (EPS)
	Basic	14.51	23.86	18.72	25.06
	Diluted	14.51	23.86	18.72	25.06

2. REVIEW OF OPERATIONS

On standalone basis, your company during the year under review has reported total revenue of Rs. 1516.84 Lakhs which is comparatively significant than last year''s total revenue of Rs. 1354.82 Lakhs. The net Profit of the year under review is amounting to Rs. 246.66 Lakhs as against 326.54 Lakhs reported in the Previous Year.

Further during the Year 2022-23, Tridhya Tech Limited has acquired the business and operations of software development companies i.e Vedity Software Private Limited & Basilroot Technologies Private Limited. The said acquisition made on December 16, 2022 and December 06, 2022 respectively.

On a Consolidation basis, Total Revenue of the Company during the Financial Year under review is Rs. 2151.48 Lakhs. The Consolidated Profit after tax for the Financial Year under review is amounting to Rs. 1372.37 Lakhs.

3. CHANGE IN MANAGEMENT

In view of the appointments and resignation of Directors in the Board of the Company, following is the revised Composition of the Board;

SR NO.	NAME OF THE DIRECTORS	DESIGNATION	DIN/PAN	STATUS
1.	RAMESH ARJANBHAI MARAND	Managing Director	07235447	Promoter/ Chairman
2.	GAURAVKUMAR BAROT	Executive Director	06793134	Non Promoter
3.	VINAY SHIVJI DANGAR	Executive Director	07212051	Promoter
4.	RAJ ARJANBHAI AHIR	Executive Director	08025164	Non Promoter
5.	HETAL HARSHAL SOMANI	Non-Executive Director	09720365	Non Promoter
6.	SIMRAN JEET KAUR	Non-Executive Director	09806616	Non Promoter
7.	GAURAV HASMUKHRAY SHAH	CFO	DQBPS2825H	Non Promoter

4. DIVIDEND AND RESERVES

With a view to conserve the resources for future business operations of the Company and to develop and diversify the existing business, your directors have not recommended any Dividend for the Financial Year 2022-23.

Your Company has transferred the entire profit available for appropriation for the current Financial Year to the General Reserve.

5. SHARE CAPITAL OF THE COMPANY

During the year Company has made following changes in its Authorized Share Capital in as set forth below:

Particulars of Change			Date of Shareholders'' Meeting	AGM / EGM
From	To
^ 5,00,00,000 consisting of 1000000 Equity Shares of Rs. 5 each and 200000 preference shares of Rs.5 each;	^5,00,00,000 consisting of 49,00,000 (Forty Nine Lakh) equity shares of Rs. 10 (Rupees Ten Only) each and 1,00,000 (One Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only) each;	Consolidation	02/02/2023	EGM
^5,00,00,000 consisting of 49,00,000 (Forty Nine Lakh) equity shares of Rs. 10 (Rupees Ten Only)	^24,00,00,000 (Rupees Twenty Four Crore Only) divided into 2,39,00,000 (Two Crore Thirty Nine Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 1,00,000 (One Lakh)	Increase in Authorized Capital	17/02/2023	EGM

each and 1,00,000 (One Lakh) Preference Shares oT Rs. 10/- (Rupees Ten Only) each;

preference Shares of Rs.10/-(Rupees Ten Only).

During the year company has increased its Paid up capital in the manner set forth below: PRE-IPO BONUS

Date oT Allotment	No oT Equity Shares	Issue Price	Cumulative number Equity Shares	o1 Cumulative paid-up Equity Share capital (^)
20/02/2023	1,53,00,000	10/-	1,70,00,000	17,00,00,000

6. MANAGEMENT DISCUSSIONS AND ANALYSIS

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

7. ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at https://www.tridhyatech.com/.

8. PUBLIC DEPOSITS

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

9. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the directors had selected such accounting policies and applied them consistently and made judgments 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) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

10. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity being listed on SME Exchange of NSE.

Thereby presently the Company is not required to comply with the above provisions of Corporate Governance.

Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

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

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a) Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

PARTICULARS	YEAR ENDED 31ST MARCH, 2023	YEAR ENDED 31ST MARCH, 2022
FOREIGN EXCHANGE EARNING	611.68	584.11
FOREIGN EXCHANGE OUTGO	5.36	7.00

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

13. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

14. DECLARATION BY INDEPENDENT DIRECTORS

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

During the financial year 2022-23, there was change in the board of directors of the company. Accordingly, at present, the structure of Board of Directors is as follows:

SR. NC	DESIGNATION	NAME OF DIRECTORS
1.	Executive Director	Mr. GAURAVKUMAR BAROT (w.e.f 02/02/2022)
2.	Executive Director	Mr. VINAY SHIVJI DANGAR (w.e.f. 02/02/2018)
3.	Managing Director	Mr. RAMESH ARJANBHAI MARAND (w.e.f 02/02/2018 as director and w.e.f 28/11/2022 as Managing Director)
4.	Executive Director	MR. RAJ ARJANBHAI AHIR (w.e.f. 07/06/2021)
5.	Independent Director (NonExecutive)	Ms. HETAL HARSHAL SOMANI (w.e.f. 06/01/2023)
6.	Independent Director (NonExecutive)	Ms. SIMRAN JEET KAUR (w.e.f. 06/01/2023)
|7	CFO	Ms. GAURAV HASMUKHRAY SHAH (w.e.f 24/01/2023)

(II) KEY MANAGERIAL PERSONNEL

During the year under review, there was change in Key Managerial Personnel of the company and accordingly, at present, the following are the Key Managerial Personnel of the company:

SR. NO.	DESIGNATION	NAME OF DIRECTORS
1.	Managing Director	Mr. RAMESH ARJANBHAI MARAND (as an MD w.e.f. 28/11/2022)
2.	Company Secretary & Compliance Officer (CS)	Ms. BHANVI CHOUDHARY (w.e.f 23/01/2023)
3.	Chief Financial Officer (CFO)	Mr. GAURAV HASMUKHRAY SHAH (w.e.f 24/01/2023)

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

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

During the year under review, 15(FIFTEEN) Board Meetings were convened and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NAME OF DIRECTOR	CATEGORY	NUMBER OF MEETINGS WHICH DIRECTOF WAS ENTITLED TO ATTEND	MEETINGS ATTENDED
Mr. GAURAVKUMAR BAROT	Executive Director	15	15
Mr. VINAY SHIVJI DANGAR	Executive Director	15	15
Mr. RAMESH ARJANBHAI MARAND	Managing Director	15	15
MR. RAJ ARJANBHAI AHIR	Executive Director	15	15
Ms. HETAL HARSHAL SOMANI	Independent Director	6	3
Ms. SIMRAN JEET KAUR	Independent Director	6	3

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 21^st February, 2023 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

18. COMMITTEES OF THE BOARD

The Company''s Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

i) AUDIT COMMITTEE:

The Board at its Meeting held on 24^th January, 2023 constituted the Audit Committee.

During the financial year 2022 -2023, (2) meetings of Audit Committee were held on 16^th February, 2023; 21^st February, 2023;

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

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Ms. SIMRAN JEET KAUR	CHAIRMAN	2
Ms. HETAL HARSHAL SOMANI	MEMBER	2
MR. RAMESH ARJANBHAI MARAND	MEMBER	2

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

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of the Audit Committee shall include but not limited to the following:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the Auditors of the Company.

b) To review and monitor Auditor''s independence and performance and effectiveness of audit process.

c) To review with the Management the Quarterly Financial Results before submission to the Board for approval.

d) Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors in to matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with related parties.

f) Reviewing the Company''s risk management policy.

g) To scrutinize inter-corporate loans and investments made by the Company.

h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.

j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience and background etc. of the candidate.

m) To carry out any other function, as may be assigned to Audit Committee pursuant to any amendments to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Company''s financial reporting process and disclosure of the financial information to ensure that the financial statements are correct, sufficient and creditable.

o) To review the following information/document:

^ Management Discussion and Analysis of financial condition and results of operation;

^ Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

^ Management letter/letters of internal control weakness issued by the Statutory Auditors;

^ Internal audit reports relating to internal control weakness;

^ Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

ii) NOMINATION AND REMUNERATION COMMITTEE

The Board at its Meeting held on 24^th January, 2023 constituted the Nomination and remuneration Committee (hereinafter referred as "NRC").

During the financial year 2022-23, 1(One) meeting of NRC were held on 24^th February, 2023.

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

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Ms. HETAL HARSHAL SOMANI	Chairman	1
Mr. RAJ ARJANBHAI AHIR	Member	1
Ms. SIMRAN JEET KAUR	Member	1

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

The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 which are as follows:

a) To lay down criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

b) To formulate a criterion for evaluation of performance of Independent Directors and the Board of Directors.

c) To recommend remuneration to be paid to a Director for any service rendered by him to the Company which are of a professional nature and provide an opinion, whether such Director possess the requisite qualification for the practice of such profession.

d) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f) To recommend to the Board the appointment and removal of the Directors, including Independent Directors.

g) Carrying out functions as delegated by the Board of Directors from time to time.

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

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board at its Meeting held on 24^th January, 2023 constituted the Stakeholder Relationship Committee. (hereinafter referred as "SRC").

During the financial year 2022-23, 01 (One) meeting of SRC were held on 20^th February, 2023.

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

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
|MS. SIMRAN JEET KAUR	CHAIRPERSON	1
MR. VINAY SHIVJI DANGAR	MEMBER	1
|MR. RAJ ARJANBHAI AHIR	MEMBER	1

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

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

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agent during the year 2022-23 are as under:

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

19. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

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

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

20. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Company''s processes and

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

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

21. DETAILS OF FRAUD REPORT BY AUDITOR:

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

22. AUDITORS

(I) STATUTORY AUDITORS:

M/S MAAK & ASSOCIATES, Chartered Accountants, Ahmedabad having Firm Registration No. 135024W, were appointed as Statutory Auditors of the Company during the year due to the casual vacancy caused by the resignation by M/S Dipen D Shah & Associates, to hold office till the conclusion of Annual General Meeting for Financial year 20222023 on such remuneration as may be fixed by the Board of Directors of the Company.

Your Directors recommend the appointment of M/S MAAK & ASSOCIATES, Chartered Accountants, Ahmedabad as Statutory Auditors of the Company for term of four years to hold office from the conclusion of ensuing AGM till the AGM of the Company to be held in the F.Y 2027.

Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

(II) INTERNAL AUDITORS

As the Company was in process to undergo listing of its securities with Emerge Exchange of NSE Limited during the financial year 2022-23. The company got its securities listed on July 13, 2023, Appointment of Internal Auditor of the Company is not applicable Pursuant to Provision of Section 138 of The Companies Act, 2013, read with Companies (Accounts) Rules, 2014.

(III) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial Audit for the year ended on 31st March, 2023.

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

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during previous financial year,

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

25. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your Company is having its 3 Subsidiary Companies and 3 Associate entities as on March 31,2023.

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

SR No	Name of the Company	Relationship
|i	Contcentric IT Services Private Limited	Wholly Owned Subsidiary
2	Vedity Software Private Limited	Wholly Owned Subsidiary
|3	Basilroot Technologies Private Limited	Wholly Owned Subsidiary
4	Tridhya Tech GMBH	Associate Entity

26. RELATED PARTY TRANSACTIONS

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

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The Company has adopted a Related Party Transactions Policy.

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

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

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

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

The material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report are mentioned as below:

The Company has made initial Public Offer (IPO) for 62,88,000 Equity Shares for cash at a price range of Rs. 35 to 42 via book build issue. The Company shares got listed at Rs. 42/- per share including a premium of Rs. 32/- aggregating to Rs. 2640.96 Lakhs through an Initial Public Offer.

Your Directors are pleased to inform you that the Company''s securities have been listed on SME Exchange of NSE Limited w.e.f 13th July, 2023.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2023. We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

30. RISK MANAGEMENT POLICY

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

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

31. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

32. Details of Application made or proceeding pending under Insolvency and Bankruptcy Code 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

33. Details of Difference between valuation amount on one-time settlement and valuation while availing loan from banks and financial institutions.

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

34. GENERAL DISCLOSURE

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

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

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

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

35. ACKNOWLEDGEMENT

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

FOR, TRIDHYA TECH LIMITED

Registered Office: SD/-

401, One World West, Near Ambli T-Junction 200'' S. P. Ring Road, RAMESH ARJANBHAI MARAND

Bopal Ahmedabad GJ 380058 MANAGING DIRECTOR

DIN:07235447

Place: Ahmedabad Date: 07/09/2023