The Board of Directors ("the Board") of your Company is pleased to present the 14th (Fourteenth) Annual Report of
Tracxn Technologies Limited (hereinafter referred as "Company" / "Tracxn") along with the Audited Financial
Statements for the financial year ("FY") ended March 31, 2026 (hereinafter referred as "FY 2025-26", "FY26" or
"during the year").

1. FINANCIAL HIGHLIGHTS

The key highlights of the financial results of your Company for the financial year ended March 31, 2026 are as
follows:

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

The Annual Audited Financial Statements for the financial year ended March 31, 2026 have been prepared in
accordance with the applicable provisions of the Companies Act 2013 ("the Act"), Indian Accounting Standards
('IND AS') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ["SEBI Listing Regulations"].

The Board of Directors review the operations of your Company as a whole, as one single segment. Accordingly,
there are no separate reportable segments.

2. REVIEW OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS

Your Company is a leading private market intelligence platform providing data & software for the private markets
globally. The customer segment of your Company includes private market investors & investment banks (venture
capital funds, private equity funds, investment banks); and M&A, corporate development, and innovation teams at
large corporations, including many Fortune 500 companies. Nearly 55% of the revenue of your Company is from

international customer base, spanning over 50 countries. The business follows a SaaS model similar to many
established companies in this space that provide public market financial data. This business model has a high
operating leverage, since post the initial investment in the technology and data platform, the cost to serve
incremental customers is very low. This has resulted in a steady margin expansion across the last three financial
years. The business is asset-light and has been debt free since inception.

For FY26 your Company recorded EBITDA, PAT and free cash flow of *(?655.04) Lakhs, (?789.02) Lakhs and
(?300.71) Lakhs respectively, against corresponding FY25 numbers of ?83.35 Lakhs, (?954.41) Lakhs and
?1,433.24 Lakhs respectively.

*Note: EBITDA figures are presented excluding exceptional items.

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

3. TRANSFER TO RESERVES AND DIVIDEND

As your Company does not have profits in FY26, no amount is proposed to be transferred to reserves. Accordingly,
the Board of Directors does not recommend any dividend for FY26.

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

4. SHARE CAPITAL

(i) Authorised share capital

The Authorised Share Capital of your Company as on March 31, 2026, was ?12,00,00,000 (Rupees Twelve Crores
only) consisting of 12,00,00,000 equity shares of Re 1 (Rupee One only) each. During the year under review, there
was no change in the Authorised Share Capital of your Company.

(ii) Paid-up share capital

During the year, the change in issued, subscribed and paid up share capital of your Company was as follows:

Shares issued/allotted during the financial year 2025-26 are detailed below.

After closure of the reporting period, your Company has issued/allotted Equity Shares as per the following details:

(iii) Alteration of memorandum of association (MOA) & articles of association (AOA)

No alterations were done during the financial year 2025-26 in the MOA and AOA of your Company.

(iv) Employees' stock option plan

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

1. Tracxn Employee Stock Option Plan 2016 ("ESOP 2016"), which was ratified by shareholders subsequent
to the IPO, via Postal Ballot, on 21st January, 2023, in accordance with Regulation 12(1) of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI
SBEBSE Regulations").

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

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

A statement containing the relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, and Regulation 14 of the SEBI SBEBSE Regulations for the financial year ended on
March 31, 2025 can be accessed on the website of your Company athttps://wdracxn.com/investor-
relations/shareholder-services#annual-general-meeting.

(v) Buyback of equity shares

The Board, at its meeting held on May 26, 2025, approved the buyback of equity shares, via the tender offer
route through the Indian stock exchanges, amounting to INR 7,99,99,990/- (Indian Rupees Seven Crores Ninety
Nine Lakhs Ninety Nine Thousand Nine Hundred and Ninety Only) (excluding transaction costs such as
brokerage, filing fees, advisors/ legal fees, public announcement publication expenses, printing and dispatch
expenses, applicable taxes such as buyback tax, securities transaction tax, goods and service tax, stamp duty,
etc.) (Maximum Buyback Size) at a price not exceeding INR 75 per share (Maximum Buyback Price), subject to
shareholders' approval. A Buyback Committee was also constituted to carry out the functions and deal with
matters related to Buyback.

The shareholders on July 03, 2025, approved the proposal of buyback of equity shares recommended by the
Board of Directors by way of postal ballot through e-voting and the result of which was declared on July 07,
2025.

The buyback was offered to all equity shareholders of the Company (other than the Promoters and the
Promoter Group) under the tender offer route through the stock exchanges. The buyback offer period opened
on July 24, 2025 and was closed on July 30, 2025. Post completion of the buyback period, the Company
bought back and extinguished a total of 10,66,666 equity shares from the stock exchanges at a buyback price
of INR 75 per equity share comprising 23.70% of the total paid-up equity share capital and free reserves of the
Company. The necessary intimation(s) were filed with the stock exchange(s), where the Company's shares are
listed. Further, the certificate of extinguishment was also filed with the Securities and Exchange Board of India
on August 13, 2025, in compliance with the applicable provisions of law.

Consequently, the issued, subscribed and paid up share capital of the company reduced to Rs. 10,61,43,059
comprising of 10,61,43,059 equity shares of INR 1/- each as on August 13, 2025 pursuant to extinguishment of
shares bought back by the company. The details of buyback are available on the website of the Company at
https://w.tracxn.com/investor-relations/shareholder-services#corporate-actions

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

There were no material changes affecting the financial position of your Company between the end of the financial
year under review and the date of this report, other than those disclosed elsewhere in this Report.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the year.

7. PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public falling
within the preview of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
during the year. Further, no amount on account of principal or interest on deposits from the public was outstanding
as on March 31, 2026.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has an appropriate mix of directors on its Board. As of March 31, 2026, the Board of Directors of
your Company comprised two (2) Executive Directors, including one (1) woman Executive Director, and four (4)
Independent Directors, including one (1) woman Independent Director. The composition of the Board of your
Company is in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Companies Act,
2013.

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

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

Appointments and Re-appointment to the Board
Re-appointment

The Board, at its meeting held on May 26, 2025,
based on the recommendation of Nomination and
Remuneration Committee ("NRC"), approved the re¬
appointment of directors as detailed below, which
were approved by the Members in the Annual
General Meeting ("AGM") held on September 29,
2025:

• Re-appointment of Ms. Neha Singh (DIN:
05331824), as a Director of the Company, who
was liable to retire by rotation and being eligible,
offered herself for re-appointment.

• Re-appointment of Ms. Neha Singh
(DIN:05331824) as Managing Director for a
further period of 5 (five) consecutive years
commencing from August 06, 2026 up to August
05, 2031 (both days inclusive).

• Re-appointment of Mr. Abhishek Goyal

(DIN:00423410) as an Executive Director for a
further period of 5 (five) consecutive years
commencing from August 06, 2026 up to August
05, 2031 (both days inclusive).

• Re-appointment of Mr. Brij Bhushan (DIN:

03624436) as an Independent Director for a
second term of 5 (five) consecutive years

commencing from August 06, 2026 up to August
05, 2031 (both days inclusive).

• Re-appointment of Mr. Nishant Verman

(DIN:05128414) as an Independent Director for a
second term of 5 (five) consecutive years

commencing from August 06, 2026 up to August
05, 2031 (both days inclusive).

• Re-appointment of Ms. Payal Goel (DIN:

09196284) as an Independent Director for a
second term of 5 (five) consecutive years
commencing from August 06, 2026 up to

August 05, 2031 (both days inclusive).

• Re-appointment of Mr. Rohit Jain (DIN:

06876642) as an Independent Director for a
second term of 5 (five) consecutive years
commencing from August 06, 2026 up to

August 05, 2031 (both days inclusive).

Re-appointment of director retiring by rotation

All the Directors (other than the Independent
Directors), on the Board of your Company are liable
to retire by rotation. In accordance with the
provisions of Section 152(6) of the Act read with
the rules made thereunder and in terms of Articles
of Association of the Company, Mr. Abhishek Goyal
(DIN:00423410), Executive Director of the Company
is liable to retire by rotation at the ensuing 14th
AGM and being eligible, has offered himself for re¬
appointment. The Board of Directors, on the
recommendation of the Nomination and
Remuneration Committee ("NRC") has
recommended his re-appointment.

The disclosures required pursuant to Regulation 36
of the SEBI Listing Regulations read with
Secretarial Standard - 2 on General Meetings
relating to the aforesaid re-appointment of Mr.
Abhishek Goyal are given in the Notice convening
the ensuing AGM of your Company.

Cessation

Mr. Nishant Verman, Non-Executive Independent

Director, resigned with effect from the close of
business hours of March 31, 2026, to pursue his
other interests that would not allow him to do
justice to his role and as confirmed by Mr. Nishant
Verman in his resignation letter there were no other
material reasons for his resignation.

The Board places on record its appreciation for Mr.
Nishant Verman for his valuable contribution and
insightful guidance during his tenure.

Appointment

Post closure of financial year under review, the
Board of Directors of the Company in its meeting
held on May 25, 2026, based on the

recommendation of Nomination & Remuneration
Committee appointed Mr. Akshay Bhushan (DIN:
07213022) as an Additional Director in the category
of Non-Executive Independent Director of the
Company with effect from May 25, 2026, pursuant
to Section 161 of the Companies Act, 2013 and
Regulation 17(1C) of the SEBI Listing Regulations,
to hold office up to the date of the ensuing Annual
General Meeting or three months from the date of
appointment, whichever is earlier.

Further, the Board of Directors, based on the
recommendation of Nomination & Remuneration
Committee have recommended the appointment of
Mr. Akshay Bhushan as an Independent Director of
the Company to hold office for a period of five (5)
consecutive years with effect from May 25, 2026,
subject to approval of the shareholders at the
ensuing Annual General Meeting of your Company.

The Company has received necessary declarations
and confirmations from the appointee under the
Companies Act, 2013 and SEBI Listing Regulations,
including confirmation of independence and
registration in the Independent Directors' Databank.

In the opinion of the Board, Mr. Akshay Bhushan
possesses requisite integrity, expertise and
experience and fulfils the conditions specified
under the Companies Act, 2013 and SEBI Listing
Regulations for appointment as an Independent
Director and is independent of the management of
the Company.

The disclosures required pursuant to Regulation 36
of the SEBI Listing Regulations read with Secretarial
Standard - 2 on General Meetings relating to the
aforesaid appointment of Mr. Akshay Bhushan are
given in the Notice convening the ensuing Annual
General Meeting of your Company.

During the year under review, Ms. Surabhi Pasari
resigned from her position as Company Secretary
and Compliance Officer of your Company on June
02, 2025, due to her maternity leave, and Ms. Megha
Tibrewal was appointed as the Company Secretary
and Compliance Officer on June 02, 2025.

9. INDEPENDENT DIRECTORS' DECLARATION

The Board comprised four Independent Directors as
on March 31, 2026. The tenure of all Independent
Directors is in accordance with the Companies Act,

2013, and SEBI Listing Regulations.

Your Company has received necessary declarations
from each Independent Director that they satisfy the
criteria of independence laid down under the
provisions of Section 149 of the Act and Regulation
16 of SEBI Listing Regulations. The Board is of the
opinion that no circumstances have arisen till the
date of this report which may affect their status as
Independent Directors of your Company.

The Board is satisfied with the integrity, expertise,
experience (including proficiency in terms of
Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the
Board. Further, in terms of Section 150 of the Act
together with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,

2014, as amended, Independent Directors of your
Company have included their names in the data
bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.

During the year, apart from Mr. Nishant Verman as
mentioned above, none of the Independent
Directors resigned from the Board.

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

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

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

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board of Directors has put
in place a process to formally evaluate the
effectiveness of the Board, its Committees and
individual Directors.

The evaluation was conducted via a questionnaire
containing qualitative questions, with responses
provided on a rating scale. Evaluation was based
on criteria such as the composition of the Board
and its Committees, their functioning,
communication between the Board, its Committees
and the management of the Company, and
performance of the Directors and Chairperson of
the Board based on their participation in effective
decision making and their leadership abilities.

The Independent Directors also held a separate
meeting during the financial year on March 18,
2026, to evaluate the performance of the Board as
a whole, the Non- Independent Directors and the
Chairperson of the Board.

11. BOARD AND COMMITTEE MEETINGS

The Board met 4 (four) times during the year under
review. The details of the meetings are disclosed in
the Corporate Governance Report forming part of
this Annual Report.

The Board has constituted 3 (three) committees in
compliance with the Companies Act, 2013 and SEBI
Listing Regulations; the Audit Committee, the
Nomination and Remuneration Committee, and the
Stakeholders' Relationship Committee.

Further, the Corporate Social Responsibility
Committee was dissolved w.e.f. May 25, 2026.
Please refer note no. 32 for more details.

12. DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to the requirement under Section 134(3)
(c) of the Act, the Directors hereby confirm and
state that:

a. In the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

b. We have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to

give a true and fair view of the state of affairs of the
company at the end of the financial year March 31,
2026 and of the profit of the company for that
period;

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

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

e. We have laid down an adequate internal financial
controls of the Company to be followed and that
such internal financial controls including with
reference to Financial Statements are adequate and
were operating effectively; and

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

13. COMPANY'S POLICY ON APPOINTMENT
AND REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT PERSONNEL

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

The salient features covered in the policy are:

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

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

• Familiarisation programmes to be conducted
for Directors

14. RISK MANAGEMENT

Risk Management Committee as required under
Regulation 21 of SEBI Listing Regulations and

applicable to top 1000 companies, is not applicable
for your Company. Your Company has devised and
adopted a Risk Management Policy and
implemented a mechanism for risk assessment and
management. The policy provides for identification
of possible risks associated with the business of
your Company, assessment of the same at regular
intervals and taking appropriate measures and
controls to manage, mitigate and handle them. The
key categories of risk jotted down in the policy are
Reputation and Market Risk, Legal and Compliance,
Economic and Operational, Storage of data, Security
and Fraud, Strategic, Taxation and Financial and
Human Resource that may potentially affect the
working of your Company. The policy is available on
the website of your Company at
https://w.tracxn.com/investor-relations/corporate-
governance/policies

15. VIGIL MECHANISM AND WHISTLE
BLOWER POLICY

Your Company has adopted a Whistle Blower Policy
and has established necessary vigil mechanisms for
Directors and employees in confirmation with
Section 177(9) of the Act. The policy is available on
the website of your Company at
https://w.tracxn.com/investor- relations/corporate-
governance/policies

The policy provides a mechanism, which ensures
adequate safeguard to employees and Directors
from any victimisation on raising concerns of any
violations of legal or regulatory requirements,
incorrect or misrepresentation of any financial
statement and reports, and so on. The employees of
your Company have the right/ option to report their
concern/ grievance to the Chairperson of the Audit
Committee.

All Whistle blower complaints are periodically
placed before the Audit Committee for its review.
No complaints were received by your Company
under the Whistle Blower Policy during FY 2025-26.

16. ANNUAL RETURN

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

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

relations/shareholder-services#annual-general-

meeting

17. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

During the year under review, there were no loans,

guarantees or investments made under Section 186
of the Companies Act, 2013.

18. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES

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

The policy is intended to ensure that proper
reporting, approval and disclosure processes are in
place for all transactions between your Company
and its related parties.

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

Since all the transactions with related parties
during the year were on arm's length basis and in
the ordinary course of business, the disclosure of
related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable
for FY26.

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

19. PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosure pertaining to remuneration and other
details as required under Section 197 (12) of the
Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of the Board's
Report as Annexure 2.

20. HUMAN RESOURCES AND EMPLOYEE
RELATIONS

The number of employees in your Company as at
the end of financial year 2025-26 was 717 including
the executive directors. Your Company has formed
a gratuity fund exclusively for gratuity payment to
the employees in the name of "Tracxn Employees'

Group Gratuity Scheme" and the same has been
approved by Income Tax authorities. The gratuity
liability amount is contributed to the approved
gratuity fund formed. This step underlines our
commitment to looking after employees and
ensuring their financial security when they retire.

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

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

Your Company has no subsidiaries, joint ventures
or associate companies as of March 31, 2026 and
during the year under review no company
became/ceased to be subsidiary or associate or
joint venture of your Company. Accordingly, the
statement containing salient features of financials
of subsidiaries pursuant to Section 129 of the Act
read with Rule 5 and 8(1) of the Companies
(Accounts) Rules, 2014 in Form AOC-1, is not
applicable to your Company.

22. STATUTORY AUDITORS AND
STATUTORY AUDITOR'S REPORT

M/s. Price Waterhouse Chartered Accountants,
LLP Bengaluru (Firm Registration
No.012754N/N500016) were re-appointed as
Statutory Auditors of your Company at the 9th
Annual General Meeting for a second term of five
(5) consecutive years and their term of office will
expire at the conclusion of the ensuing Annual
General Meeting and they are not eligible for re¬
appointment consequent to completion of two
terms pursuant to the provisions of Section 139 of
the Companies Act, 2013.

The Board of Directors places on record its
appreciation for the services rendered by the
Statutory Auditors during their tenure with the
Company.

The existing Statutory Auditors of the Company
have conducted the audit for FY26 and the report of
the Statutory Auditors forms part of the Annual
Report for FY26, and does not contain any
qualification, reservation, adverse remark.

Based on the recommendation of the Audit
Committee, after considering evaluation of their
expertise and experience and pursuant to the
provisions of Section 139 and other applicable
provisions of the Companies Act, 2013 and the

rules made thereunder, the Board of Directors at its
meeting held on May 25, 2026 have recommended
the appointment of M/s M S K C & Associates LLP,
Chartered Accountants (Firm Registration
No.001595S/S000168 ) as the Statutory Auditors of
the Company, to hold office for a term of five
consecutive years from the conclusion of the
ensuing 14th AGM till the conclusion of 19th
Annual General Meeting to be held for the financial
year 2030-31, subject to the approval of the
shareholders.

M/s M S K C & Associates LLP have consented to
the said appointment and confirmed that their
appointment, if made, would be within the limits
specified in the Act and Rules made thereunder.
They have further confirmed that they are not
disqualified to be appointed as the Statutory
Auditors in terms of disqualifications as per the
provisions of Section 139 and 141 of the Act &
Rules made thereunder and SEBI Listing
Regulations and as mentioned in SEBI Circulars.

23. SECRETARIAL AUDITOR AND
SECRETARIAL AUDIT REPORT

Pursuant to the amended provisions of Regulation
24A of the SEBI Listing Regulations read with
Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Members of the
Company, at the previous Annual General Meeting
held on September 29, 2025, approved the
appointment of M/s. BMP & Co. LLP, Peer Reviewed
Practicing Company Secretary, (Firm Registration
No.: L2017KR003200 and Peer Review No.:
6387/2025) as Secretarial Auditors of your
Company for a term of up to 5 (Five) consecutive
years commencing from FY 2025-26 till FY 2029-30
to conduct Secretarial Audit and issue the
Secretarial Audit Reports for the said period.

The Secretarial Audit Report for the financial year
2025-26 in the prescribed Form No. MR-3 is
attached as Annexure 1 to the Board's Report.

There are no qualifications or observations or
adverse remarks or disclaimer of the Secretarial
Auditors in their report.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019
dated February 8, 2019, issued by Securities and
Exchange Board of India, your Company has
obtained Annual Secretarial Compliance Report for
the year 2025-26, from M/s. BMP & Co. LLP,
Practising Company Secretaries on compliance
with applicable SEBI Regulations and circulars /
guidelines issued thereunder. A copy of the
certificate was submitted to the Stock Exchanges
on May 19, 2026.

24. MAINTENANCE OF COST RECORDS

During the period under review, provisions of Rule
8(5) (ix) of The Companies (Accounts) Rules, 2014
read with Section 148(1) and rule 3 and 4 of The
Companies (Cost Records and Audit) Rules, 2014
are not applicable to your Company.

25. INTERNAL AUDITORS

Your Company at its Board Meeting held on May 26,
2025, appointed M/s. SPR & Co., Chartered
Accountants, having Firm Registration Number
009784S, as Internal Auditors of your Company for
financial year 2025-26, pursuant to provisions of
Section 138 of the Companies Act, 2013. The
findings of the Internal Audit report are submitted
to the Audit Committee on a periodic basis and
corrective actions are taken by the respective
functional teams as per suggestions of the Internal
Auditor and Audit Committee.

26. REPORTING OF FRAUDS BY AUDITORS

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

27. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

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

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

28. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and Analysis Report
for FY26, as stipulated under Regulation 34 read
with Schedule V of the SEBI Listing Regulations, is

provided separately forming part of this Annual
Report.

29. CORPORATE GOVERNANCE REPORT

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

The Corporate Governance Report for FY26, as
stipulated under Regulation 34 read with Schedule
V of the SEBI Listing Regulations, is provided
separately forming part of this Annual Report.

30. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability
Report for FY26 as required under Regulation 34(2)
(f) of SEBI Listing Regulations, applicable to top
1000 companies determined on the basis of market
capitalization, is not applicable for your Company.

31. DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

No orders were passed by the regulators or courts
or tribunals which impact the going concern status
of your Company.

32. CORPORATE SOCIAL RESPONSIBILITY
(CSR )

In compliance with Section 135 of the Companies
Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, your
Company has adopted a Corporate Social
Responsibility Policy, which is available on the
website of your Company at
https://w.tracxn.com/investor-relations/corporate-
governance/policies

The salient features covered in the policy are:

• Composition of the CSR Committee and
governance structure of CSR activities

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

For FY 2025-26, your Company does not fulfil the
criteria prescribed in Section 135(1) of the
Companies Act, 2013 for mandatory CSR spend.
Therefore, your Company was not mandatorily
required to undertake any CSR activities.

The Company had voluntarily constituted the
Corporate Social Responsibility ("CSR") Committee
on August 06, 2021 at the time of listing of its
equity shares, although the provisions relating to
Corporate Social Responsibility under Section 135

of the Companies Act, 2013 were not applicable to
your Company.

Considering that the provisions relating to CSR
continue to remain non-applicable to your Company,
the Board of Directors, at its meeting held on May
25, 2026, approved the dissolution of the CSR
Committee with immediate effect. The CSR
Committee may be re-constituted by the Board in
future, as and when the provisions relating to CSR
become applicable to your Company.

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

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

Details of complaints pertaining to sexual harassment that were filed are as follows:

Further, no complaints were pending for more than 90 days during the period under review.

34. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961

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

(A) Conservation of energy

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

Several ongoing measures have been adopted to promote sustainability and efficiency within operations. Some of
these initiatives are remote and hybrid working facilities for certain roles, which reduces the overall energy
consumption not only in the office spaces, but also via reduced transportation requirements. The Company has
also minimised the use of packaged drinking water, contributing to the reduction of plastic waste. Efforts have
been made to optimize the use of electrical equipment, such as the implementation of localized air conditioners,
use of LED lighting across its office space.

The office spaces have been designed with low-height ceilings to improve the efficiency of air conditioning
systems. Your Company has also an open-air cafeteria given the year round pleasant weather conditions in
Bengaluru, which further reduces the need for extensive HVAC requirements. The Company ensures that e-waste
is disposed of responsibly through authorized recyclers, adhering to environmental regulations and promoting
sustainable practices.

(B) Technology absorption, research and development

(i) The efforts made towards technology absorption, benefits derived like product improvement, cost reduction,
product development or import substitution.

As a SaaS Company, technology is at the core of our operations. Your Company is constantly in the process of
integrating and effectively utilizing new technologies to improve operations, product offerings, and overall
business performance.

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

(ii) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year

Your Company has not imported any technology during the last three years reckoned from the beginning of the
financial year.

(iii) The expenditure incurred on research and development:

Your Company does not have a separate independent research and development activity. As such, no material
amount of expenditure was incurred on research and development activity of your Company.

(C) Foreign exchange earnings / outgo

During the financial year under review, the total Foreign Exchange Inflow and Outflow during the year under review

is as follows:

36. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND GENERAL

MEETINGS

Your Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India. The Secretarial Audit
Report for FY26 is attached as Annexure 1 to this
Board Report.

37. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 ("IBC") DURING THE YEAR ALONG
WITH ITS STATUS AS AT THE END OF
FINANCIAL YEAR

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

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

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

39. PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for
Prevention of Insider Trading, in accordance with
the requirements of Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time and is
available on the website of your Company at
www.tracxn.com/investor-relations/corporate-
governance/policies

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

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

40. GREEN INITIATIVE

As a responsible Corporate Citizen, the Company
embraces the 'Green Initiative' undertaken by the
Ministry of Corporate Affairs, Government of India,
enabling electronic delivery of documents including
the Annual Report and notices to the shareholders
at their e- mail address registered with the

Depository Participant (DPs) and Registrar and
Share Transfer Agent.

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

We invite shareholders who haven't registered their
e-mail addresses to join this initiative and support
environmental sustainability.

41. OTHER DISCLOSURES

Additional disclosures as on March 31, 2026, in
terms of the applicable provisions of the Act and
SEBI Listing Regulations:

• No equity shares with differential rights as to
dividend, voting or otherwise have been issued.

• No sweat equity shares have been issued.

• No amount or shares were required to be
transferred to the Investor Education and
Protection Fund.

• 99.99% share capital of your Company has been
dematerialised.

ACKNOWLEDGEMENT

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

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

By order of the Board of Directors
For Tracxn Technologies Limited

Neha Singh

Date: May 25, 2026 Chairperson and Managing Director

Place: Bengaluru DIN: 05331824