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Company Information

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TRIDHYA TECH LTD.

02 March 2026 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE0LWY01029 BSE Code / NSE Code / Book Value (Rs.) 17.58 Face Value 10.00
Bookclosure 30/09/2024 52Week High 27 EPS 0.00 P/E 0.00
Market Cap. 29.46 Cr. 52Week Low 13 P/BV / Div Yield (%) 0.72 / 0.00 Market Lot 3,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors feel great pleasure in presenting 08th Annual Report on the business and operations of the
Company together with the Audited Financial Statements for the year ended March 31st, 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 31st, 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 30th 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 31st, 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 31st, 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 31st,
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 31st, 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 05th, 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:

>Ý Audit Committee

>Ý Nomination and Remuneration Committee
>Ý 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 24th, 2024, September
06th, 2024, October, 15th, 2024, October 17th, 2024, October 23rd, 2024 and February 21st, 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 24th, 2024, July 05th, 2024 and October
23rd, 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 24th, 2025 and October 23rd, 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 30th, 2023 for
term of 4 (Four) Consecutive years, from the conclusion of the 6th Annual General Meeting until the conclusion of
the 10th 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 31st, 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 31st, 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, 23rd, 2024 to expand our market reach and has completed the
Overseas Direct Investment (ODI) of the same dated June 04th, 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 17th, 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 30th, 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 31st, 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