The Board of Directors ("the Board") of your Company is pleased to present the 13th (Thirteenth) 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, 2025 (hereinafter referred as "FY 2024-25", "FY25" or
"during the year").

1. FINANCIAL HIGHLIGHTS

The key highlights of the financial results of your Company for the financial year ended March 31, 2025 are as
follows:

Please note that your Company does not have any subsidiaries. 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, 2025 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 60% 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 FY25 your Company recorded EBITDA, PAT and free cash flow of ?83.35 Lakhs, (?954.41) Lakhs and ?1,433.24
Lakhs respectively, against corresponding FY24 numbers³ of ?458.68 Lakhs, ?650.14 Lakhs and ?1,027.05 Lakhs
respectively.

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 FY25, no amount is proposed to be transferred to reserves. Accordingly,
the Board of Directors does not recommend any dividend for FY25.

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 at https://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 31,2025, 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 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 2024-25 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 2024-25 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 at https://w.tracxn.com/investor-relations/shareholder-
services#annual-general-meeting.

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 issue of equity shares, as detailed in Section 4 above.

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) Rule, 2014
during the year. Further, no amount on account of principal or interest on deposits from the public was outstanding
as on March 31, 2025.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has an appropriate mix of directors on its Board. As of March 31, 2025, 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.

The list of directors and Key Managerial Personnel as on March 31,2025 are as follows:

Appointments and Re-appointment to the
Board

Re- appointment

The Board, at its meeting held on May 20, 2024 and
based on the recommendation of Nomination and
Remuneration Committee ("NRC"), approved the re¬
appointment of Abhishek Goyal (DIN:00423410),
Vice-Chairman and Executive-Director of your
Company, who was liable to retire by rotation at the
previous Annual General Meeting ("AGM") and
being eligible, offered himself for re-appointment.
The re-appointment was approved by the members
at the AGM held on September 26, 2024.

The following Directors are proposed to be
appointed/ re-appointed at the ensuing AGM, the
brief details of which are mentioned in the Notice of
13th AGM forming part of this Annual Report:

> The Board of Directors at its Meeting held on
May 26, 2025 approved re-appointment of
Ms. Neha Singh (DIN: 05331824) as
Managing Director for a period of 5 (five)
consecutive years commencing from
August 06, 2026 upto August 05, 2031 (both
days inclusive) on the terms and conditions
mentioned in the Notice convening the 13th
AGM, subject to the approval of the
shareholders through special resolution.

> The Board of Directors at its Meeting held on
May 26, 2025 approved re-appointment of
Mr. Abhishek Goyal (DIN: 00423410) as an
Executive Director for a period of 5 (five)
consecutive years commencing from
August 06, 2026 upto August 05, 2031 (both
days inclusive) on the terms and conditions
mentioned in the Notice convening the 13th

AGM, subject to the approval of the

shareholders through special resolution.

> The Board of Directors at its Meeting held on

May 26, 2025 approved 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 upto August 05, 2031 (both
days inclusive) on the terms and conditions
mentioned in the Notice convening the 13th
AGM, subject to the approval of the

shareholders through special resolution.

> The Board of Directors at its Meeting held on

May 26, 2025 approved 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 upto August 05, 2031 (both
days inclusive) on the terms and conditions
mentioned in the Notice convening the 13th
AGM, subject to the approval of the

shareholders through special resolution.

> The Board of Directors at its Meeting held on

May 26, 2025 approved 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 upto August 05, 2031 (both
days inclusive) on the terms and conditions
mentioned in the Notice convening the 13th
AGM, subject to the approval of the

shareholders through special resolution.

> The Board of Directors at its Meeting held on
May 26, 2025 approved 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 upto August 05, 2031 (both
days inclusive) on the terms and conditions
mentioned in the Notice convening the 13th
AGM, subject to the approval of the
shareholders through special resolution.

Re-appointment of Director retiring 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,
Ms. Neha Singh (DIN: 05331824), Managing
Director of the Company is liable to retire rotation at
the ensuing 13th AGM and being eligible, offered
herself for re-appointment. The Board of Directors,
on the recommendation of the Nomination and
Remuneration Committee ("NRC") has
recommended her 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 appointment/re-appointment of directors
are given in the Notice of AGM.

Changes in Key Managerial Personnel:

During the year under review, Ms. Megha Tibrewal
resigned from her position as Company Secretary
and Compliance Officer of your Company on May
20, 2024, due to her maternity leave, and Ms.
Surabhi Pasari was appointed as the Company
Secretary and Compliance Officer on May 20, 2024.

9. INDEPENDENT DIRECTORS'
DECLARATION

The Board comprised four Independent Directors
as on March 31,2025. 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, 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 Ministry of 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, 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 5 (five) 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 4 (four) committees in
compliance with the Companies Act, 2013 and SEBI
Listing Regulations; the Audit Committee, the
Corporate Social Responsibility Committee, the
Nomination and Remuneration Committee, and the
Stakeholders' Relationship Committee.

The details with respect to the composition,
number of meetings held, and terms of reference
for each committee are given in the Corporate
Governance Report forming part of this Annual
Report.

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, 2025 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; and

e. 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, determined on
the basis of market capitalization at the end of
FY25 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 Competition, 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.

No complaints were received by your Company
under the Whistle Blower Policy during FY 2024-25.

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 SEBI
Listing Regulations, which is available on the
website of your Company at
https://w.tracxn.com/investor-relations/corporate-
governance/policies.

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 FY25.

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 2024-25 was 664 including
the executive directors. During the year under
review, the 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, 2025 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 term of five (5) consecutive years
from the conclusion of 9th AGM of Company till the
conclusion of 14th AGM to be held for the FY 2025¬
26. Your Company has received their eligibility
certificate confirming that they are not disqualified
from continuing as Auditors of your Company. The
report of the Statutory Auditors forms part of the
Annual Report for FY25, and does not contain any
qualification, reservation, adverse remark.

23. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT

Pursuant to Section 204 of the Act, your Company
had appointed M/s. BMP & Co. LLP, Company
Secretaries, as its Secretarial Auditors to undertake
the Secretarial Audit of your Company for the
financial year 2024-25. The Secretarial Audit Report
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 2024-25, 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 15, 2025.

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
November 08, 2024, appointed M/s.SPR & Co.,
Chartered Accountants, having Firm Registration
Number 009784S, as Internal Auditors of your
Company for financial year 2024-25, 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 FY25, 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 FY25, 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 as required under Regulation 34(2)(f) of
SEBI Listing Regulations, applicable to top 1000
companies determined on the basis of market
capitalization at the end of FY25, 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 2024-25, 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.

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:

34. 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:

35. 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 FY25 is attached as Annexure 1 to this
Board Report.

36. 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.

37. 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.

38. 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.

39. 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.

40. OTHER DISCLOSURES

Additional disclosures as on March 31, 2025, in
terms of the applicable provisions of the Act and
SEBI Listing Regulations,:

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

o No sweat equity shares have been issued.

o No buyback of shares have been undertaken.

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

o The entire share capital of your Company has
been dematerialized.

41. 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 26,2025 Chairperson and Managing Director

Place: Bengaluru DIN: 05331824