Directors Report of Tracxn Technologies Ltd.

Mar 31, 2025

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:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	8,446.73	8277.05
Other Income	27.93	30.93
Other Gains/(Losses) - Net	562.27	395.69
Total Income	9,036.93	8703.67
Less: Total Expenses excluding Depreciation and Amortization	8,363.38	7818.37
Less: Depreciation and Amortization	11.36	17.01
Profit / (Loss): before Exceptional Items & Tax	662.19	868.29
Less: Exceptional Items	0.00	0.00
Profit / (Loss) before Tax	662.19	868.29
Less: Current Income Tax	45.51	17.68
Less: Deferred Tax	1,571.09	200.47
Profit / (Loss) for the Year	(954.41)	650.14
Add: Other Comprehensive Income / (Loss)	(49.28)	(42.40)
Total Comprehensive Income / (Loss) for the Year	(1,003.69)	607.74
Profit / (Loss) per share (Basic)	(0.89)	0.61
Profit / (Loss) per share (Diluted)	(0.89)	0.61

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:

Particulars	No. of shares	Amount (in ?)
Issued, Subscribed and Paid up Share Capital at the beginning of the financial year 2023-24	10,35,41,101	10,35,41,101
Shares issued/allotted during the financial year 2024-25	29,24,993	29,24,993
Issued, Subscribed and Paid-up Share Capital at the end of the financial year 2024-25	10,64,66,094	10,64,66,094

Shares issued/allotted during the financial year 2024-25 are detailed below.

S.No.	Date of Allotment	Mode of issue/allotment	No. of shares allotted	Amount (in ?)
1.	April 13, 2024	Employee Stock Options Exercised	317,228	317,228
2.	May 08, 2024	Employee Stock Options Exercised	45,200	45,200
3.	June 07, 2024	Employee Stock Options Exercised	205,716	205,716
4.	July 06, 2024	Employee Stock Options Exercised	360,086	360,086
5.	August 05, 2024	Employee Stock Options Exercised	99,707	99,707
6.	September 05, 2024	Employee Stock Options Exercised	182,892	182,892
7.	October 05, 2024	Employee Stock Options Exercised	242,855	242,855
8.	November 08, 2024	Employee Stock Options Exercised	447,036	447,036
9.	December 07, 2024	Employee Stock Options Exercised	349,998	349,998
10.	January 08, 2025	Employee Stock Options Exercised	278,967	278,967
11.	February 10, 2025	Employee Stock Options Exercised	244,725	244,725
12.	March 08, 2025	Employee Stock Options Exercised	150,583	150,583
Total			29,24,993	29,24,993

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

S.No.	Date of Allotment	Mode of issue/allotment	No. of shares allotted	Amount (in ?)
1.	April 08, 2025	Employee Stock Options Exercised	428,488	428,488
2.	May 07, 2025	Employee Stock Options Exercised	83,544	83,544
Total			512,032	512,032

(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:

S. No.	Name	Designation	Date of Appointment	Date of Cessation
1	Neha Singh	Chairperson and Managing Director	August 06, 2021	NA
2	Abhishek Goyal	Vice-Chairman and Executive Director	August 06, 2021	NA
3	Brij Bhushan	Independent Director	August 06, 2021	NA
4	Nishant Verman	Independent Director	August 06, 2021	NA
5	Payal Goel	Independent Director	August 06, 2021	NA
6	Rohit Jain	Independent Director	August 06, 2021	NA
7	Prashant Chandra	Chief Financial Officer	August 02, 2021	NA
8	Surabhi Pasari	Company Secretary and Compliance Officer	May 20, 2024	NA

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:

No of complaints pending	No of complaints	No of complaints	No of complaints pending
resolution as at beginning	received during FY	resolved during FY	resolution as at end of FY 24-25
of FY 24-25	24-25	24-25
0	0	0	0

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:

Particulars	2024-25	2023-24
Inflow	5,417.96	5,473.32
Outflow	58.63	49.66

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

---

Mar 31, 2024

The Board of Directors ("the Board”) of your Company is pleased to present the 12th 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, 2024 (hereinafter referred as "FY 2023-24”, "FY24” or "during the year”).

1. FINANCIAL HIGHLIGHTS

The key highlights of the financial results of your Company for the financial year ended March 31, 2024 are as follows:

(In ^ Lakhs, except for per share data)
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	8277.05	7810.57
Other Income	30.93	131.08
Other Gains/(Losses) - Net	395.69	176.44
Total Income	8703.67	8118.09
Less: Total Expenses excluding Depreciation	7818.37	7553.40
Less: Depreciation	17.01	19.03
Profit / (Loss): before Exceptional Items & Tax	868.29	545.66
Less: Exceptional Items1	0.00	(449.08)
Profit / (Loss) before Tax	868.29	994.74
Less: Current Income Tax	17.68	11.55
Less: Deferred Tax2	200.47	(2325.72)
Profit / (Loss) for the Year	650.14	3308.91
Add: Other Comprehensive Income / (Loss)	(42.40)	54.63
Total Comprehensive Income / (Loss) for the Year	607.74	3363.54
Profit / (Loss) per share (Basic)	0.61	3.30
Profit / (Loss) per share (Diluted)	0.61	2.99
Notes:
1. Reimbursement of IPO expenses from selling shareholders
2. In FY23, deferred tax includes, first time recognition of deferred tax assets on unused tax losses

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, 2024 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 66% 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

The Board of Directors, after considering the relevant factors and in line with your Company’s Dividend Distribution Policy, has not recommended any dividend for the year FY24. Accordingly, no amounts are proposed to be transferred to the reserve.

4. SHARE CAPITAL

(i) Authorised Share Capital

The Authorised Share Capital of your Company as on March 31, 2024, 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:

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 FY24 your Company recorded EBITDA, PAT and free cash flow of ^458.68 Lakhs, ^650.14 Lakhs and ^1,027.05 Lakhs respectively, against corresponding FY23 numbers³ of ^257.17 Lakhs, ^534.11 Lakhs and ^1,192.78 Lakhs respectively.

Please note that for like to like comparison, FY 23 numbers have adjusted for one-off items: (a) reimbursement of IPO expenses from selling shareholders, and (b) first time recognition of deferred tax assets on unused tax losses.

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

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.

Particulars	No. of shares	Amount (in ^)
Issued, Subscribed and Paid up Share Capital at the beginning of the financial year 2023-24	10,03,10,185	10,03,10,185
Shares issued/allotted during the financial year 2023-24	32,30,916	32,30,916
Issued, Subscribed and Paid-up Share Capital at the end of the financial year 2023-24	10,35,41,101	10,35,41,101

Shares issued/allotted during the financial year 2023-24 are detailed below.
S.No.	Date of Allotment	Mode of issue/allotment	No. of shares allotted	Amount (in ?)
1.	June 05, 2023	Employee Stock Options Exercised	466,117	466,117
2.	July 07, 2023	Employee Stock Options Exercised	672,711	672,711
3.	August 09, 2023	Employee Stock Options Exercised	268,296	268,296
4.	September 08, 2023	Employee Stock Options Exercised	566,716	566,716
5.	October 09, 2023	Employee Stock Options Exercised	205,212	205,212
6.	November 09, 2023	Employee Stock Options Exercised	323,714	323,714
7.	December 06, 2023	Employee Stock Options Exercised	390,285	390,285
8.	January 16, 2024	Employee Stock Options Exercised	73,635	73,635
9.	February 07, 2024	Employee Stock Options Exercised	96,926	96,926
10.	March 05, 2024	Employee Stock Options Exercised	167,304	167,304
Total			32,30,916	32,30,916

After closure of the reporting following details:		period, your Company has issued/allotted	Equity Shares	as per the
S.No.	Date of Allotment	Mode of issue/allotment	No. of shares allotted	Amount (in ?)
1.	April 13, 2024	Employee Stock Options Exercised	317,228	317,228
2.	May 08, 2024	Employee Stock Options Exercised	45,200	45,200
3.	June 07,2024	Employee Stock Options Exercised	205,716	205,716
4.	July 06, 2024	Employee Stock Options Exercised	360,086	360,086
5.	August 05, 2024	Employee Stock Options Exercised	99,707	99,707
Total			10,27,937	10,27,937

(iii) Alteration of Memorandum of Association (MOA) & Articles of Association (AOA)

No alterations were done during the

financial year 2023-24 in the MOA and AOA of your Company.

(iv) Employees'' Stock Option Plan

Your Company has one (1) employee stock option plan, the 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”).

ESOP 2016 is 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/sharehol der-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, 2024 can be accessed on the website of your Company at https://w.tracxn.com/investor-relations/share holder-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. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has an appropriate mix of directors on its Board. As of March 31, 2024, 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, 2024 are as follows:
S. No.	Name	Designation	Date of Appointment	Date of Cessation
1	Neha Singh	Chairperson and Managing Director	June 14, 2016	NA
2	Abhishek Goyal	Vice-Chairman and Executive Director	January 02, 2013	NA
3	Brij Bhushan	Independent Director	August 06, 2021	NA
4	Nishant Verman	Independent Director	August 06, 2021	NA
5	Payal Goel	Independent Director	August 06, 2021	NA
6	Rohit Jain	Independent Director	August 06, 2021	NA
7	Prashant Chandra	Chief Financial Officer	August 02, 2021	NA
8	Megha Tibrewal	Company Secretary and Compliance Officer	August 01, 2023	May 20, 2024

Appointments and Re-appointment to the Board

The Board, at its meeting held on August 01, 2023 and based on the recommendation of Nomination and Remuneration Committee (“NRC”), approved the re-appointment of Neha Singh (DIN: 05331824), Chairperson and Managing Director of your Company, who was liable to retire by rotation at the previous Annual General Meeting (“AGM”) and being eligible, offered herself for re-appointment. The re-appointment was approved by the Members at the AGM held on September 27, 2023.

Cessation (s)

Mr. Vivek Kumar Mathur, Nominee Director of Elevation Capital V Limited resigned due to personal reasons from the Board from close of business hours of April 21, 2023. Mr. Vivek Kumar Mathur has confirmed that there were no material reasons for his resignation. The Board places on record its appreciation for Mr. Vivek Kumar Mathur for his invaluable contribution and guidance during his tenure.

Changes in Key Managerial Personnel:

During the year under review, upon Ms. Megha Tibrewal resuming her work post her maternity leave, Mr. Pranav Koranne resigned from his position as Interim Company Secretary cum Interim Compliance Officer of your Company as at the close of business hours on July 31, 2023, and Megha Tibrewal was re-appointed as the Company Secretary and Compliance Officer of your Company on August 01, 2023.

Post 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. DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Act, Mr. Abhishek Goyal (DIN: 00423410), Vice Chairman and Executive Director of your Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. In compliance with Secretarial Standards-2, the brief resume, expertise, and other details of Mr. Abhishek Goyal is given in the notice convening the AGM. Based on the recommendations of the Nomination and Remuneration Committee of your Company, the Board recommends his reappointment as Director at the ensuing AGM.

10. INDEPENDENT DIRECTORS'' DECLARATION

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.

11. 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.

12. 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 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.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) i n the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended on March 31, 2024 and of the profit of your Company for the period ended March 31, 2024;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by your Company and that such internal financial controls are adequate and were operating effectively; and

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

14. 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

15. 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 FY24 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

16. 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 2023-24.

17. 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#ann ual-general-meeting.

18. 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.

19. 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.

During the year under review, your Company did not enter into any contracts or arrangements with related parties pursuant to Section 188(1) of the Act read with the relevant rule and no material related party transactions were entered into. Accordingly, the disclosure of related party transactions as required under section 134(3) (h) of the Act in form AOC-2 is not applicable to

your Company for FY 2023-24 and hence does not form part of this report.

I n 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.

20. 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.

21. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The number of employees in your Company as at the end of financial year 2023-24 was 720 including the executive directors.

A number of 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.

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

Your Company has no subsidiaries, joint ventures or associate companies as of March 31, 2024 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.

23. 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 its AGM 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 FY24, and does not contain any qualification, reservation, adverse remark. Further, the statutory auditors have made the following remark in their report:

Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account, of which one accounting software has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software. Based on our procedures performed, we did not notice any instance of the audit trail feature being tampered with respect to such software. With respect to a billing software (cloud based) maintained by a third party service provider and used for certain business process, where service organisation''s auditor''s report does not cover audit trail, we are unable to comment whether the audit trail feature of the aforesaid software was enabled and operated throughout the year and therefore the question of our commenting on whether the audit trail feature was tampered with does not arise.

24. 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 2023-24. 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 2023-24, 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 23, 2024.

25. 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.

26. INTERNAL AUDITORS

Your Company at its Board Meeting held on November 02, 2023, appointed M/s. Singhvi Dev & Unni LLP, Chartered Accountants, having Firm Registration Number S200358, as Internal Auditors of your Company for financial year 2023-24 , 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.

27. 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 Auditor to the Audit Committee, the Board, or to the Central Government, under Section 143(12) of the Act.

28. 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.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for FY24, as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is provided separately forming part of this Annual Report.

30. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report for FY24, as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is provided separately forming part of this Annual Report.

31. 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 FY24, is not applicable for your Company.

32. 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.

33. 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 2023-24, 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.

34. 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:
No of complaints pending resolution as at beginning of FY 23-24	No of complaints received during FY 23-24	No of complaints No of complaints pending resolved during FY resolution as at end of FY 23-24 23-24
0	1	1 0

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:

(in V Lakhs)
Particulars	2023-24	2022-23
Inflow	5,473.32	5,305.81
Outflow	49.66	28.33

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 FY24 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.

40. OTHER DISCLOSURES

Additional disclosures as on March 31, 2024, 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 buyback of shares have been undertaken.

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

• 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.

---

Mar 31, 2023

The Board of Directors ("the Board") of your Company is pleased to present the 11^th Annual Report of Tracxn Technologies Limited (hereinafter referred as "Company" / "Tracxn") along with the Audited Financial Statements for the financial year ("FY") ended March 31,2023 (hereinafter referred as "FY 2022-23" "FY23" or "during the year"). This is the first annual report after the Initial Public Offering ("IPO") of the Company. The Board appreciates and is thankful for the continued support of all the shareholders during the journey of the Company as a private limited company and now as a listed company.

1. FINANCIAL HIGHLIGHTS

The key highlights of the financial results of the Company for the financial year ended March 31,2023 are as follows:

(Amount Rs. In Lakhs)
Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	7,810.57	6,345.35
Other Income	131.08	109.63
Other Gains/(Losses) - Net	176.44	60.81
Total Income	8,118.09	6,515.79
Less: Total Expenses excluding Depreciation	7,553.40	6,536.91
Less: Depreciation	19.03	14.57
Profit / (Loss): before exceptional items & tax	545.66	(35.69)
Less: exceptional item	(449.08)	449.08
Profit / (Loss) before Tax	994.74	(484.77)
Less: Current Income Tax	11.55	-
Less: Deferred Tax	(2,325.72)	-
Profit / (Loss) for the Year	3,308.91	(484.77)
Add: Other Comprehensive Income / (Loss)	54.63	(0.44)
Total Comprehensive Income / (Loss) for the Year	3,363.54	(485.21)
Profit / (Loss) per share (Basic)	3.30	(0.48)
Profit / (Loss) per share (Diluted)	2.99	(0.48)

Please note that your Company does not have any subsidiaries. Therefore, the financial statements of your Company are prepared only on standalone basis. The annual Audited Standalone Financial Statements for the financial year ended March 31, 2023 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.

During the previous financial year ended March 31,2022, the transaction costs amounting to '' 449.08 Lakhs with respect to the IPO of your Company, which were initially borne by the Company, were recognized as an expense. During the year, upon successful completion of the IPO, these expenses have been fully recovered from the selling shareholders. The PAT for FY23 adjusted for these expenses is ''2,859.83 Lakhs.

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

Your Company is a leading 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 70% of the revenue of your Company is from international customer base, spanning over 50 countries.

The business follows a SaaS model similar to the business model of many companies that provide public market financial data. Our customers subscribe to our platform by paying an upfront subscription fee. 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. The business achieved profitability in FY23. After adjusting for IPO related expenses

and payments, and deferred tax, your Company had an EBIDTA of ''257.17 Lakhs, PAT of ''534.11 Lakhs, and free cash flow of ''1,192.78 Lakhs in FY23, as compared to an EBIDTA of negative ''191.56 Lakhs, PAT of negative ''35.69 Lakhs, and free cash flow of ''488.72 Lakhs in FY22.

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

3. TRANSFER TO RESERVES AND DIVIDEND

During FY23, your Company has not transferred any amount to General Reserves. Although FY23 was the first profitable year for your Company, given that your Company is still in the growth phase, the Board plans to re-invest the profits back into your Company to support its growth objectives, and does not recommend any dividend for the Financial Year ended March 31,2023.

4. SHARE CAPITAL

(i) Authorised Capital

The Authorised Capital of the Company as on March 31, 2023, was ''12,00,00,000 (Rupees Twelve Crores only) consisting of12,00,00,000 equity shares of '' 1 (Rupee One only) each. During the year under review, the Authorised Share Capital of the Company was reclassified from ''12,00,00,000/- (Rupees Twelve Crores only) comprising 10,95,00,000 (Ten Crore Ninety-Five Lakhs) Equity Shares of'' 1/- (Rupee One only) each, 3,18,000 (Three Lakhs Eighteen Thousand) Series A Compulsorily Convertible Preference Shares (Series A CCPS) of ''10/- (Rupees Ten only) each and 7,32,000 (Seven Lakhs and Thirty-Two Thousand) Preference Shares of ''10/- (Rupees Ten only) each to ''12,00,00,000/- (Rupees Twelve Crore only) comprising 12,00,00,000 (Twelve Crore) Equity Shares of '' 1/- (Rupee One only) each by Special Resolution passed by the Shareholders at the Extraordinary General Meeting held on June 29, 2022.

(ii) Paid-Up Capital

Paid-Up Capital of the Company was ''10,03,10,185/-(Rupees Ten Crores Three lakhs Ten Thousand One Hundred and Eighty Five only) comprising of 10,03,10,185 fully paid up equity shares of '' 1/- each, as on March 31, 2023.

(iii) Alteration of Memorandum of Association (MOA) & Articles of Association (AOA)

The MOA of the Company was altered pursuant to a special resolution passed in an EGM on June 29, 2022, wherein the authorized share capital of the Company was reclassified from ''12,00,00,000/- (Rupees Twelve Crores only) comprising 10,95,00,000 (Ten Crore Ninety-Five Lakhs) Equity Shares of '' 1/- (Rupee One only) each, 3,18,000 (Three Lakhs Eighteen Thousand) Series A Compulsorily Convertible Preference Shares (Series

A CCPS) of ''10/- (Rupees Ten only) each and 7,32,000 (Seven Lakhs and Thirty-Two Thousand) Preference Shares of '' 10/- (Rupees Ten only) each to ''12,00,00,000/-(Rupees Twelve Crore only) comprising 12,00,00,000 (Twelve Crore) Equity Shares of '' 1/- (Rupee One only).

The AOA was amended pursuant to a special resolution passed at the AGM held on 15th September 2022, to align the AOA with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and the stock exchanges where the equity shares of the Company were subsequently listed. Further, a special resolution was passed via Postal Ballot on 21st Jan 2023 for the approval of Article 180 of the AOA, which provides Elevation Capital V Limited, one of the early investors of the Company, the right to nominate one Director on the Board of the Company on a non-retirement basis, subject to them holding at least 7% of the paid-up share capital of the Company on a fully diluted basis.

(iv) Employees'' Stock Option Plan

Your Company provides employees with an ownership interest in the company in the form of stock options. The stock options incentivize employees as your Company''s success translates into financial rewards for them.

Your Company has one stock option scheme, the Tracxn Employee Stock Option Plan 2016 ("ESOP 2016"), which was ratified by shareholders post the IPO, via Postal Ballot on 21st Jan 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").

The Employee Stock Option Scheme 2016 is being administered and monitored by Nomination and Remuneration Committee of the Company. The scheme is in compliance with the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.

A certificate from BMP & Co. LLP, Secretarial Auditors of the Company, has been received by the Company with respect to compliance with Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations") and the same shall be available for inspection by Members who request for the same by sending e-mail to the Company at [e-mail] from their registered e-mail address.

A statement containing the relevant disclosures pursuant to Regulation 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, 2023 can be accessed on the website of the Company at www.tracxn.com/investor-relations/news-and-announcements/shareholder-services.

5. MATERIAL EVENTS DURING FY 2022-23

Initial Public Offer of Equity Shares of the Company

Your Company initiated the process of Initial Public Offer ("IPO") of its Equity Shares during the year as the Offer for Sale (OFS) of shares by existing shareholders of the Company. The IPO was well received and subscribed by both retail and institutional investors and the Company got listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as Stock Exchanges). Despite the turbulent market conditions, your Company completed its IPO successfully with participation of several leading investors with an anchor book participation from marquee investors like Abakkus, BNP Paribas, ICICI Prudential, Kotak Mahindra Mutual Fund & Kotak Mahindra Life Insurance, Motilal Oswal, Nippon Life, Reliance General Insurance, Tara Emerging Capital and White Oak Capital. The Board is gratified and humbled by the faith shown in the Company by its Members.

The issue was opened on Monday, October 10, 2022 and closed on Wednesday, October 12, 2022. The Company got listed on Stock Exchanges on Thursday, October 20, 2022. The offer comprised of 3,86,72,208 shares of face value of '' 1/-each being offered for sale by the selling shareholders, and the total size of the IPO, at a price of '' 80 per equity share, was ''3,09,37,76,640/-. Your Company did not receive any proceeds from the offer since it involved only the Offer for Sale.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business 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, 2023.

8. BOARD COMPOSITION

The Board is at the core of the corporate governance system of the Company, and is committed towards compliance of sound principles of Corporate Governance and plays a crucial role in overseeing how the management serves short-term and long-term interests of the members and other stakeholders.

Your Company has an appropriate mix of Executive Directors and Independent Directors. 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. As on March 31, 2023, the Board of Directors of your Company comprised of Seven (7) Directors consisting of Four (4) Independent Directors, Two (2) Executive and One (1) Nominee Director. The two Executive Directors are also the promoters of the Company. The Independent Directors are all eminent individuals with proven track records. The respective skills and detailed backgrounds for the Independent Directors is covered in the Management Discussion and Analysis report and the Corporate Governance Report.

None of the Company''s directors are disqualified as specified under Section 164 of the Act.

The list of directors on the Board of your Company as on March 31,2023 was as follows:
S. No.	Name	Designation	Date of Appointment	Date of Cessation
1	Neha Singh	Chairperson and Managing Director	June 14, 2016	NA
2	Abhishek Goyal	Executive Director	January 2, 2013	NA
3	Brij Bhushan	Independent Director	August 6, 2021	NA
4	Nishant Verman	Independent Director	August 6, 2021	NA
5	Payal Goel	Independent Director	August 6, 2021	NA
6	Rohit Jain	Independent Director	August 6, 2021	NA
7	Vivek Kumar Mathur	Nominee Director	April 23, 2015	April 22, 2023

During the year under review and till the date of this report, the two Non-Executive Directors, who were nominated on the Board of your Company by Elevation Capital V Limited, have vacated their respective seats as per the internal policies of Elevation Capital V Limited. Elevation Capital V Limited is the first institutional shareholder of the Company and continues to be one of the largest shareholders of the Company. Mr. Ravi Chandra Adusumalli, Non-Executive

Director, resigned from the Board from close of business hours of November 15, 2022 and Mr. Vivek Kumar Mathur, Nominee Director of Elevation Capital V Limited resigned from the Board from close of business hours of April 21, 2023. Further Mr. Ravi Chandra Adusumall and Mr. Vivek Kumar Mathur have confirmed that there were no material reasons for their respective resignations.

The Board places on record its appreciation for Mr. Ravi Chandra Adusumalli and Mr. Vivek Kumar Mathur for their invaluable contribution and guidance during their tenure.

The Non-Executive Directors had no pecuniary relationship or transactions during the year with the Company, other than receipt of sitting fees and fixed remuneration.

9. RE-APPOINTMENT OF DIRECTORS

Pursuant to the provisions of Section 152 (6) of the Act, Ms. Neha Singh (DIN: 05331824), Chairperson and Managing Director of the Company and one of the promoter of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. In compliance with Secretarial Standards-2, the brief resume, expertise, and other details of Ms. Neha Singh is given in the notice convening the AGM. Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board recommends her reappointment as Director at the ensuing AGM.

10. INDEPENDENT DIRECTORS

The Board comprised of four Independent Directors as on March 31, 2023. 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 the 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 the Company had no pecuniary relationship or transactions during the year with the Company, other than fixed remuneration and sitting fees, as detailed in Corporate Governance Report forming part of this report.

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

Pursuant to the applicable 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 along with performance evaluation of each Director to be carried out on an annual basis. The performance evaluation was carried out by the Nomination and Remuneration Committee in its meeting held July 31,2023.

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 held a separate meeting during the financial year, and the process of evaluation was concluded by the Board in its meeting held on August 1,2023.

12. MEETINGS OF THE BOARD OF DIRECTORS

The Board met 8 (eight) 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 maximum interval between any two Meetings did not exceed 120 days as prescribed by the Companies Act, 2013.

13. COMMITTEES OF THE BOARD

The Board has constituted 4 (four) committees which are mandated by the Companies Act, 2013 and SEBI Listing Regulations, which are the Audit Committee, the Stakeholders'' Relationship Committee, the Nomination and Remuneration Committee and the Corporate Social Responsibility Committee.

a) Audit Committee

The Audit Committee comprises of 3 independent directors and 1 executive director. The members of the Audit Committee are Mr. Rohit Jain (Independent Director, and the Chairperson of the Audit Committee), Mr. Brij Bhushan (Independent Director), Ms. Payal Goel, (Independent Director) and Ms. Neha Singh, the Managing Director.

Five (5) Audit Committee Meetings were held during the financial year under review. Details of the meeting forms part of the Corporate Governance Report.

b) Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee comprises of 2 independent directors and 1 executive director. The members of the Stakeholders'' Relationship Committee are Mr. Brij Bhushan (Independent Director, and the Chairperson of the Stakeholders'' Relationship Committee), Mr. Rohit Jain (Independent Director), and Ms. Neha Singh, the Managing Director.

One (1) Stakeholders'' Relationship Committee Meeting was held during the financial year under review. Details of the meeting forms part of the Corporate Governance Report.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of 3 Independent Directors. The members of the Nomination and Remuneration Committee are Ms. Payal Goel (Independent Director, and the Chairperson of the Nomination and Remuneration Committee), Mr. Brij Bhushan (Independent Director), and Mr. Nishant Verman (Independent Director).

Four (4) Nomination and Remuneration Committee Meetings were held during the financial year under review. Details of the meeting forms part of the Corporate Governance Report.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee comprises of 1 Independent Directors and 2 Executive Directors. The members of the Corporate Social Responsibility Committee are Ms. Neha Singh, the Managing Director, and the Chairperson of the Corporate Social Responsibility Committee, Mr. Abhishek Goyal (Executive Director) and Mr. Nishant Verman (Independent Director).

Your Company does not fulfil the criteria prescribed in Section 135(1) of the Companies Act, 2013 for CSR spend in FY23. Therefore your Company was not mandatorily required to undertake CSR activities and spending any amount thereby. Accordingly, no meetings of the CSR Committee were held during FY23.

14. 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 financial statements for the financial year ended March 31,2023, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31,2023 and of the profit of the company for the period ended March 31, 2023;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t hey have prepared the annual accounts for the year ended March 31, 2023 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

15. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the KMP of the Company as on March 31, 2023 are:

o Neha Singh - Chairman and Managing Director

o Abhishek Goyal - Executive Director

o Prashant Chandra - Chief Financial Officer

o Megha Tibrewal (formerly Megha Bohra) - Company Secretary and Compliance officer till the close of business hours of February 7, 2023

o Pranav Koranne - Interim Company Secretary cum Interim Compliance Officer

Post the year under review, upon Ms. Megha Tibrewal resuming her work post her maternity leave, Mr. Pranav Koranne resigned from his position as Interim Company Secretary cum Interim Compliance Officer of the Company as at the close of business hours on July 31, 2023, and Megha Tibrewal was re-appointed as the Company Secretary cum Compliance Officer of the Company on August 1,2023.

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

The Nomination and Remuneration Policy of the 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 the Company at www.tracxn.com/investor-relations/corporate-governance/ policies.

17. RISK MANAGEMENT

The Company is not in the top 1000 listed entities, determined on the basis of market capitalization as at March 31, 2023. Therefore, Risk Management Committee as required under Regulation 21 of SEBI Listing Regulations is not applicable to the Company. The 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 the 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 the Company. The policy is available on the website of the Company at www.tracxn.com/investor-relations/corporate-governance/policies.

18. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy and has established necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act. The policy is available on the website of the Company at www.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 of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of the Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices.

No complaints were received by the Company under the Whistle Blower Policy during FY 2022-23.

19. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is available on the website of the Company at www.tracxn.com/ investor-relations/financials.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Standalone Financial Statements forming part of the Annual Report.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the transactions with related parties were in the ordinary course of the business and on the arm''s length basis and are reported in the Notes to the Standalone Financial Statements. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website at www.tracxn. com/investor-relations/corporate-governance/policies.

22. 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 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s Report as Annexure 2.

23. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The number of employees in your Company as at March 31, 2023 was 847. Your Company places great emphasis on ensuring gender diversity within the organization. As at the year end, 44% of the employees were female. Your Company continues to put in efforts on this aspect, and hopes to reach gender parity soon.

Your Company is committed to maintaining a high level of compliance with the applicable labour laws, and has implemented various policies and process to ensure timely completion of all periodic labour compliances and for monitoring and maintaining the status of compliances on an on-going basis.

Your Company is also pleased to announce that it has implemented various initiatives for the benefit of its employees, such as time boxing, clear agendas for each meeting, written notes for each meeting item, milestone / stage based project management, and leverage automation to streamline operations, and well-being initiatives (health & fitness initiatives, employee engagement activities, work-life balance via streamlined work timings, monthly satisfaction surveys, employee training & skill enhancement, and rewards & recognition / belongingness).

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

Your Company has no subsidiaries, joint ventures or associate companies as of March 31,2023.

During the year under review no company became/ceased to be subsidiary or associate or joint venture of the Company. Further, in accordance with the Section 129(3) and 136 of the Companies Act, 2013 ("Act") read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, no disclosure is required to be made.

25. 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 its AGM for the FY 2025-26. The Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of the Company.

The Auditors'' Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Notes to Accounts are self-explanatory and do not call for any further comments.

26. 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 2022-23. 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 its Report.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the year 2022-23, from M/s. BMP & Co. LLP, Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on May 18, 2023.

27. 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 on the Company.

28. INTERNAL AUDITORS

Your Company at its Board Meeting held on March 17, 2022, appointed M/s. Singhvi Dev & Unni LLP, Chartered Accountants, having Firm Registration Number S200358, as Internal Auditors of the Company for the FY 2021-22 and 202223, pursuant to provisions of Section 138 of the Companies Act, 2013.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board''s Report.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal

control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control.

During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit was carried out by M/s. Singhvi Dev & Unni LLP, Chartered Accountants and post audit reviews were also carried out to ensure follow up on the observations made.

31. DISCLOSURE REQUIREMENTS

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, the following are part of this Annual Report and are appended to this report:

a. Management Discussion and Analysis Report, as a separate section forming part of the Annual Report

b. Report on Corporate Governance, as a separate section forming part of the Annual Report

c. Declaration on Compliance with Code of Conduct, in Annexure 1 to the Report on Corporate Governance

d. Certificate from Practicing Company Secretary that none of the Directors on the board of the company have been debarred or disqualified from being appointed or to act as director of the Company, in Annexure 3 to the Report on Corporate Governance; and

e. Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance, in Annexure 4 to the Report on Corporate Governance.

32. 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 significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in future.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There have been no material changes and commitments that occurred after the close of the financial year till the date of report, which may affect the financial position of the Company, except as stated in this report.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

I n compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, your Company has established a Corporate Social Responsibility (CSR) Committee. Further, the details of composition of the Corporate Social Responsibility Committee and other details are also provided in the Corporate Governance Report which forms part of this report.

For FY 2022-23, your Company does not fulfill the criteria prescribed in Section 135(1) of the Companies Act, 2013 for CSR spend. Therefore the Company was not mandatorily required to undertake CSR activities and spending any amount thereby.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee ("IC") which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

While maintaining the highest governance norms, the Company has appointed the following members to the IC:

Name of the Member	Designation
Megha Tibrewal	Presiding Officer
Pooja Ravindra Rao	Member
Amit Agarwal	Member
Anitesh Dharam	Member
Binu Verma	External Member

During the year under review, the IC was reconstituted and Mr. Anitesh Dharam was inducted in the Committee with effect from February 8, 2023.

No complaints pertaining to sexual harassment were filed, disposed of, or pending during the financial year under review.

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

Your Company operates a data platform for private markets, and is a service company. The Company does not have any plants or machinery, or any other energy intensive activities. The Company nevertheless consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the information on

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

(A) Conservation of Energy

Your Company operates a data platform for private markets, and is a service company. The Company does not have any plants or machinery, or any other energy intensive activities. The Company nevertheless consciously makes all efforts to conserve energy across its operations.

Some of the key measures taken by the Company in this regard during the financial year under review are listed below:

• The Company enables remote working facility, and regularly conducts remote meetings to the extent possible, including the various committee meetings to reduce the commute.

• Your Company maintains water dispensers in its office premises for its employees, and has very limited use of packaged drinking water.

• Localized air conditioners have been installed across the office premises, instead of central air conditioning.

• The size of meeting rooms are typically compact, and the height of the ceiling in our office premises has been reduced to reduce the load on air conditioners.

• Your Company only engages authorized e-waste recyclers for disposal of electronics waste.

(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

• Integrating Razorpay and Stripe - new

generation modes of payment collection

• Implementing no-code solution -

WebFlow - used by Product & Marketing for building multiple customer facing webpages including - the Investor Relation pages, the Customers & Offerings pages; allows for near real-time changes and experimentation

• Security - we introduced 2-factor email OTP based authentication - to secure customer accounts and prevent abuse

• AI - we have started using both open-source models as well as proprietary models like Open AI''s GPT4 - expected to help in small

but meaningful improvements in how users interact with the platform in things like sector discovery or better searching

(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 the 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:

(in '' Lakhs)

Particulars ^^^^2022-23 2021-22

Inflow 5,305.81 4,470.33

Outflow 28.33 26.18

37. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

Your Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

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

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF Your Company was not required to obtain this valuation report.

40. 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. The said Code is available on the website of your Company at www.tracxn.com/investor-relations/corporate-governance/ policies.

41. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company provides following additional disclosures as on March 31,2023:

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.

o The requirement of submitting a business responsibility and sustainability report is not applicable for your Company for FY 2022-23.

42. ACKNOWLEDGEMENT

The Directors would like to express their gratitude to all the present and previous employees of the Company for their hard work, dedication, commitment and efforts. The directors wish to express their sincere appreciation, and thanks for the continued co-operation, guidance, support and assistance extended by customers, suppliers, banks, consultants and advisors, the Government of India and the concerned State Government, the regulatory and statutory authorities for the support to the Company.

By order of the Board of Directors For Tracxn Technologies Limited

Neha Singh

Date: August 1,2023 Chairperson and Managing Director

Place: Bengaluru DIN: 05331824