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A Oneindia Venture

Nifty 26,134.25 +0.65%

22k Gold ₹ 12,400 /gm

Sensex 85,420.22 +0.58%

Nifty 26,134.25 +0.65%

22k Gold ₹ 12,400 /gm

Sensex 85,420.22 +0.58%

Nifty 26,134.25 +0.65%

22k Gold ₹ 12,400 /gm

Notes to Accounts of Trigyn Technologies Ltd.

Mar 31, 2025

2.19 Provisions and Contingent Liabilities

â¢ Recognised when obligation is probable and measurable.

â¢ Discounted if effect of time is material.

â¢ Contingent liabilities disclosed unless remote.

2.20. Share-Based Payments - Employee Stock Option Plan (Ind AS 102)

The Company offers share-based compensation to eligible employees under the Employee Stock Option Plan
(ESOP). These are equity-settled options, measured at the fair value of the options on the grant date.

â¢ The fair value is determined using the Black-Scholes valuation model and recognized over the vesting
period as employee compensation expense with a corresponding increase in equity.

â¢ Significant judgments include estimating the expected life, volatility, risk-free interest rate, and forfeiture rate.

â¢ Options typically vest over a period of 3 to 4 years, and employees can exercise them within the contractual
period.

â¢ Modifications, cancellations, or forfeitures are accounted for in the period in which they occur.

Materiality basis: The impact of ESOP expense on employee benefits cost and equity reserves is material and
requires estimation and valuation expertise.

2.21 Earnings Per Share (Ind AS 33)

â¢ Basic EPS : Net profit / weighted average shares.

â¢ Diluted EPS : Adjusted for dilutive instruments.

2.22 Events After the Reporting Period (Ind AS 10)

â¢ Adjusting events : Reflected in financials.

â¢ Non-adjusting events : Disclosed if material.

2.23 Segment Reporting (Ind AS 108)

â¢ Based on internal reporting to the Chief Operating Decision Maker (CODM).s

â¢ Disclosures include segment revenue, profit, assets, and liabilities.

Company recognized contract assets when it satisfies its obligation by transferring the goods or services to the
customer and right to receive the consideration is established which is subject to some conditions to be fulfilled by
the company in future before receipt of consideration amount. Such assets are Rs Nil.

(d) Contract Liabilities

Upon execution of contract with the customers, certain amount in the form of EMD, Security Deposit, Margin
Money, advance for payment of custom duty etc. received from the customers which is shown as advance received
from customers under the heading âOther Financial Liabilitiesâ and âOther Liabilitiesâ. The balances are Rs Nil.

Additional points :

#1) The two employeeâs of the Trigyn Technologies Limited (Holding Company) has been deputed to serve
as a Director in the Trigyn E-Governance Private Limited, Trigyn Eduexpert Private Limited, Trigyn FIN-
TECH Private Limited & Trigyn Healthcare Private Limited. The employee continues to be on the payroll
of the holding company, and no recovery is made from the subsidiary.

During the financial year ended 31st March 2025, the Company entered into the following transactions

with related parties in the ordinary course of business and at armâs length terms:

#2) Priyaraja Electronic Limited, a promoter group company, has provided immovable property as collateral
security for the Companyâs financial facilities from the Bank. Additionally, Priyaraja Electronic Limited
has extended a corporate guarantee in favour of the Company for the same borrowing. These support
arrangements have been made without any consideration or indemnity from the Company, and TTL has
not undertaken any legal or financial obligation to reimburse the guarantor in case of enforcement.

Furthermore, TTL has advanced '' 2 crore to Priyaraja Electronic Limited for the purpose of participating
in a joint bidding opportunity. This advance was reviewed by the Audit Committee and approved by the
Board of Directors, in accordance with the Companyâs Related Party Transactions Policy. The transaction
was conducted in the ordinary course of business and on armâs length basis.

#3) Dr. Potluri Raja Mohan Rao, Promoter Director, has extended a personal guarantee towards the Companyâs
financial facilities from the Bank. This guarantee was provided without any financial consideration or
obligation on TTL to compensate the Promoter Director.

# 4) Trigyn Technology Inc., a wholly owned subsidiary of TTL, has extended a corporate guarantee in favour
of TTL to support the working capital facility. As this is an intra-group transaction, it is eliminated in the
consolidated financial statements. However, the Company has voluntarily disclosed this arrangement for
transparency, even though it does not qualify as a Related Party Transaction under Regulation 23 of SEBI
LODR.

Further, no contingent liabilities have been recognised by the Company in respect of the above guarantees
and collaterals, as no obligation exists on TTL to compensate the guarantors in case of enforcement.

Note : Managerial remuneration excludes reimbursement on actuals

43. Loans and Advances to Wholly Owned Domestic Subsidiaries:

The company had formed two domestic wholly owned subsidiaries Trigyn Technologies India (Pvt) Ltd and Leading
Edge Infotech Limited for promoting its business. Due to the lack of business, the holding company has advanced
loans to its wholly owned subsidiaries to meet the shortfall in payment of it expenses. These advances are interest
free and carry no stipulation in regard of its repayment. The terms and conditions of these advances are not
prejudicial to the interest of the company and the same are in compliance with provisions of Section 185 of the
Companies Act, 2013. Auditors have relied on the management representation provided by the company in this
regard. The above advances have been fully provided in the books of accounts of the company.

The company has fully provided towards impairment of investments in the two wholly owned domestic subsidiaries.

44. Employee Stock Option Plans (ESOPs)

a. 1998 Employee Stock Option Plan

The 1998 Employees Stock Option Plan (âthe 1998 Planâ) allowed for issuance of options up to 5% of the
paid-up equity share capital, at a minimum exercise price of '' 265 per equity share, with a vesting period of 36
months from the date of grant. In 2002, the Plan was modified to allow vesting in four equal instalments.

- During FY 2000-01,156,060 options were granted (including 34,250 to employees of the subsidiary) at an
exercise price of '' 380 per option, while the market price was '' 394.30.

- No options were outstanding as at April 1,2024.

- No options were exercised, forfeited, or granted during the year.

- Status as on March 31,2025: Fully vested and exhausted. No options remain outstanding under this plan.

b. Employee Stock Option Plan - 2000

The Employee Stock Option Plan - 2000 (âESOP 2000â) was approved by shareholders in June 2000, and
provided for issue of stock options to employees, directors, and officers of the Company and its subsidiaries/
affiliates. Over the years, options were granted to various key managerial personnel and employees, including:

- Mr. R. Ganapathi - Chairman and Executive Director

- Mr. Homiyar Panday - President, US Operations

- Mr. Amin Bhojani - CFO

- Mr. Parthasarathy Iyengar - Company Secretary & Legal

- Other senior executives and employees

Grants were made in tranches between 2013 and 2017 with an exercise price of ?10 per option and
varying vesting schedules from one to four years. The last valid exercise period under this scheme
expired on May 6, 2020.

- No options were outstanding as at April 1,2024.

- No new options were granted, exercised, or forfeited during FY 2024-25.

- Status as on March 31,2025: Fully exercised or lapsed. No outstanding options under ESOP 2000.
Reconciliation of Share Options Outstanding (FY 2024-25)

c. TTL-ESOP 2025 - Trigyn Technologies Limited Employee Stock Option Plan 2025

The TTL-ESOP 2025 was approved by the shareholders through a special resolution dated March 26, 2025,
with the aim to attract, retain, and incentivize high-performing employees by offering equity-based rewards.

Key Features:

- Total Pool: 4,50,000 options (1.46% of total equity as of Dec 31,2024)

- Eligible Participants: Employees and directors (excluding promoter/promoter group and independent
directors) of the Company and its subsidiaries/associate companies in India and overseas

- Vesting Period: Minimum 1 year, maximum 5 years

- Exercise Period: 3 months from vesting date

- Exercise Price: As determined by NRC at the time of each grant

- Implementation: Administered directly by the Company through the Nomination and Remuneration
Committee (NRC)

- Valuation Method: Fair value method as per Ind AS 102 using Black-Scholes-Merton model Status as on
March 31,2025:

- No options were granted, vested, or exercised under TTL-ESOP 2025 as of the reporting date.

d. Accounting Policy and Expense Recognition

The Company follows the fair value method for valuation of stock options in accordance with Ind AS 102 and
the SEBI (SBEB and Sweat Equity) Regulations, 2021.

- Expense recognized under ESOPs during FY 2024-25: '' Nil

- Impact on EPS due to share-based payments_: '' Nil

45. Employee Benefit

i. Defined contribution plans

The Company has recognized Rs.301.72 Lakhs (31 March 2024: Rs. 399.69 Lakhs) towards contribution to
provident fund and Rs.0.63 Lakhs (31 March 2024: Rs. 1.60 Lakhs) towards employee state insurance plan
and Labour welfare fund of Rs. 0.97 Lakhs (31 March 2024 Rs. 0.50 Lakhs) in the statement of profit and loss

ii. Defined benefit plan

In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment
benefit to its employees in the form of gratuity. The Company has maintained a fund with the Life Insurance
Corporation of India to meet its gratuity obligations. In accordance with the Standard, the disclosures relating
to the Companyâs gratuity plan are provided below.

The changes in the present value of defined benefit obligation representing reconciliation of opening and
closing balances thereof are as follows:

* The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial
statements are a reasonable approximation of their fair values since the company does not anticipate that the
carrying amounts would be significantly different from the values that would eventually be received or settled.

Fair value hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the company has
classified its financial instrument into three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instrument measured using quoted prices

Level 3: If all significant inputs required to fair value an instrument are unobservable, the instrument is included
in level 3.

performance. The primary market risk to the Company is credit risk and liquidity risk. The Companyâs exposure to
credit risk is influenced mainly by Government Orders.

The company resumes reviews each of these risks summarizes below:

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other
price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include
trade and other payables, investments in unquoted equity shares, security deposit, loans to employees and
others, trade and other receivables, deposits with banks.

The sensitivity analysis in the following sections relate to the position as at 31 March 2025 and 31 March 2024.
The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market
risks. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed
to floating interest rates of the debt, proportion of financial instruments in foreign currencies are all constant at
31 March 2025.

The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and
other post retirement obligations; provisions; and the non-financial assets and liabilities of foreign operations.

Companyâs activities expose it to variety of financial risks, including effect of changes in foreign currency
exchange rate and interest rate.

a) Foreign currency risk

Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rate. The company operates internationally and is exposed to
foreign exchange risk arising from foreign currency transactions primarily to USD. The company also
incurs employee benefit expenses in foreign currency. The Company manages its foreign currency risk
by natural hedging transactions that are expected to receive in USD and payable in USD.

Company do not enter into any derivative instrument in order to hedge its foreign currency risks.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD
exchange rates, with all other variables held constant.

b) Interest rate risk & price risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The company does not account for any fixed rate financial
assets or financials liability at fair value through profit or loss therefore a change in interest rates at the
reporting date would not affect profit or loss. The company does not have any financial instruments which
is exposed to change in price.

ii) Credit risk

A) Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay
amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits
with banks and financial institutions, security deposits, loans given and principally from credit exposures
to customers relating to outstanding receivables. The Companyâs maximum exposure to credit risk is
limited to the carrying amount of financial assets recognized at reporting date.

The Company continuously monitors defaults of customers and other counterparties, identified either
individually or by the Company, and incorporate this information into its credit risk controls. Where
available at reasonable cost, external credit ratings and/or reports on customers and other counterparties
are obtained and used. The Companyâs policy is to deal only with credit worthy counterparties.

The credit risk for cash and cash equivalents, bank deposits, loans and derivative financial instruments
is considered negligible, since the counterparties are reputable organizations with high quality external
credit ratings.

Trade receivables mainly consist of group companies. The Company follows âsimplified approachâ for
recognition of impairment loss allowance. The Company has very limited history of customer default, and
considers the credit quality of trade receivables that are not past due or impaired to be good.

Company provides for expected credit losses on financial assets by assessing individual financial
instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for
varied natures and purpose, there is no trend that the company can draw to apply consistently to entire
population. For such financial assets, the Companyâs policy is to provide for 12 month expected credit
losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in
credit risk.

iii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and
collateral obligations without incurring unacceptable losses. Companyâs objective is to, at all-time maintain
optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity
position and deploys a robust cash management system. It maintains adequate sources of financing including
overdraft, debt from domestic and international banks at optimized cost. Company enjoys strong access to
domestic and international capital market across debt, equity and hybrids.

For the purpose of the Companyâs capital management, capital includes issued equity share capital and all
other equity reserves attributable to the equity shareholders of the Company. The primary objective of capital
management is to safeguard the Companyâs ability to continue as a going concern, maintain an optimal capital
structure, and maximize shareholder value.

The Company monitors its capital structure using the gearing ratio and other relevant financial metrics to
ensure financial stability and operational flexibility.As at 31st March 2025 and 31st March 2024, the Company
has only one class of equity shares. The Company has availed sanctioned banking facilities of '' 102 crore,
consisting of '' 40 crore fund-based and '' 62 crore non-fund-based Bank guarantees against 100% FD.

However, the Company has maintained a conservative leverage profile, with only '' 8.8 crore utilized under the
Cash Credit (CC) facility as at the reporting date.

The Company continues to maintain a low-debt position and is in compliance with all applicable financial
covenants under its sanctioned credit lines. There are no externally imposed capital requirements other than
those specified under the working capital arrangements.

*The company has carried forward in the book of accounts the balance of the above mentioned overseas subsidiaries
which has been wound up. The company is awaiting approval from the Reserve Bank of India for writing off these
balances.

Process for obtaining necessary approval and permissions from Reserve bank of India (RBI) under FEMA regulations
are under progress. In view of this, Investments, Loans & advances and provision for doubtful debts and impairment
in the value of investments are retained and other entries are given effect to in the books of account which are
subject to the approval of RBI. This matter is being carried forward for over 9 years.

49. Impairment of Assets:

There is no impairment loss on fixed assets on the basis of review carried out by the management in accordance
with the accounting standard IND AS - 36 âImpairment of Assetsâ.

Fixed Assets have been physically verified by the management at reasonable intervals. There are no discrepancies
between the book records and the physical inventory. In our opinion, the frequency of verification is reasonable.

50. Suppliers covered by Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and Industrial
(Development & Regulation) Act, 1951.

The Company has separately disclosed all the dues payable to Micro & Small Enterprises under Trade Payables in
Part I - Balance Sheet, details of which are given in Note 20 of Notes to the Financial Statements. This is required
to be given under the Notification dated 04 September 2015 pertaining to alterations in Schedule III issued by MCA.

DUES TO MICRO ENTERPRISES AND SMALL ENTERPRISES:

Principal amount outstanding to MSMEs as on March 31,2025 : Rs. 146.75 Lakhs (P.Y. Rs. 225.57 Lakhs.)

Interest due on the above amount and unpaid as on March 31,2025: Rs 122.15 Lakhs (P.Y. Rs. 80.01 Lakhs)

Interest paid to the suppliers in terms of Section 16 of the MSMED Act as on March 31,2025 : Nil (P.Y. Rs. Nil).

Interest accrued and remaining unpaid as at March 31,2025: Rs. 122.15 Lakhs (P.Y. Rs. 80.01 Lakhs )

The management has identified dues to micro and small enterprises as defined under Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED) on the basis of information made available by the supplier or vendors
of the Company.

51. Public deposit:

The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and
the rules framed there under. The Auditors has relied upon management representation in this regard.

52. Major Contracts of the company

A) Implementation and Management of Cloud-Based Virtual Classroom System in identified schools in
Andhra Pradesh

The total contract value of the Andhra Pradesh State Fibernet Limited (APSFL) project amounts to Rs. 160
Crores inclusive of GST. This comprises Rs. 80 crores for the supply of materials and installation of video
conferencing equipment and the balance Rs. 80 crores towards operations and maintenance. The company
has completed a major portion of the supply contract. Balance work at 59 schools, 1 District Studio and Central
Studio is still pending for completion due to non-allotment of sites from APSFL.

The Company has recognized revenue of Rs. 79.90 crores in respect of the supply contract which includes
unbilled revenue of Rs. 49.73 lacs up to 31st March 2025. This is in line with IND AS 115 - (Revenue from
contracts with customers) accounting for contracts based on completion of the performance obligation.

Against the milestone billings done of Rs. 79.40 crores, Rs. 17.90 crores have been received and balance of
Rs. 61.50 crores are outstanding for more than 5 years. The Company is also holding an inventory of Rs. 2.17
crores as on 31st March 2025.

The operation and maintenance part of the contract was taken up in February 2019. The management has not
booked any Quarterly Guaranteed Revenue on this part of the contract amounting to Rs. 80 crores, in view of
uncertainty of collection.

Keeping in view the old outstanding of Rs. 61.50 crores being carried forward and poor collection till date, the
management is of the view that their decision for not accounting unbilled revenue for AMC charges is justified
and proper due to uncertainty of collection. In support of the managementâs stand, the company has obtained
an opinion from a subject matter expert as of 31st March 2022.

The management has not classified the outstanding balance as doubtful of recovery and no provision has been
made towards old outstandings. However, as per the Companyâs policy, the company has made an Expected
Credit Loss (ECL) provision of Rs. 2.38 crores in Quarter 4 of the financial year 2024-25. The cumulative ECL
provision made is Rs. 50.31 crores for the above outstanding.

B) Design, Development, Implementation, Operation, and Maintenance of Smart Parking Solution at
Nashik

Nashik Municipal Smart City Development Corporation Ltd ( NMSCDCL) had issued a termination notice to the
company on September 4, 2023 on account of dispute with the company. The company has made adequate
provision for the claim raised by NMSCDCL and have contested the termination by filing for Commercial
Arbitration with the Commercial Division in Nashik to seek appropriate reliefs under the Arbitration and
Conciliation Act, 1996.

NMSCDCL has appointed Mr. Jayant T. Nashikar as their arbitrator. We will be appointing our arbitrator as
soon as possible, after which both appointed arbitrators will jointly select a third arbitrator to complete the
tribunal. We also note that NMSCDCL has filed a Pursis stating that the Bank Guarantee (BG) will not be
invoked until their written statement is filed. NMSCDCL has since submitted their written statement, and we
have provided our reply. For comprehensive details on this legal matter, please refer to Note no. 7(g).

Regarding the financial performance during the quarter, we have charged a total expenditure of Rs. 26.66
lakhs in the Statement of Profit & Loss. Additionally, we have amortized an amount of Rs. 22.48 lakhs related
to the capitalized portion of completed sites.

For the full year, the company sold obsolete items from the capitalized portion of completed sites for Rs. 1.35
Lakhs. This resulted in a loss of Rs. 1.17 Crores, which has been classified as an exceptional item in the
Statement of Profit & Loss. The unamortized Capital Cost carried forward in the Balance Sheet as of March 31,
2025, stands at Rs. 4.42 Crores.

53. During the year, the company has received Dividends from its wholly-owned subsidiary Trigyn Technologies INC
- 14,87,500 USD (Gross USD 17,50,000 less withholding tax in USA USD 262,500 ) i.e. USD 1734 per share
(equivalent to 1734%). In the Previous year Dividend received was 29,75,000 USD (Gross USD 35,00,000 less
withholding tax in USA USD 525,000 ) i.e. USD 3469 per share (equivalent to 3469%).

54. The new code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by
the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is
yet to be notified. The Ministry of Labour and Employment (the Ministry) has released draft rules for the Code on
November 13, 2020 and has invited suggestions from stake holders which are under active consideration by the
Ministry. The Company will complete its evaluation and will give appropriate impact in its financial statements in the
period in which the Code becomes effective and the related rules are published.

55. The Exceptional item for the year ended represents provision for the loan given to the subsidiary Rs. 11.37 Lakhs.
In Addition, loss on sale of obsolete items from capitalized portion of the complete sites Rs. 1.17 Crores for the year.

56. The company has received a show cause cum demand notice from GST department for the F.Y.2019-20 to F.Y.
2022-23 of Rs.9.08 crores disallowing the Input Tax Credit claimed by the company during that period. The company
has responded for show cause cum demand notice. The matter Is pending before the Joint Commissioner, Mumbai.

The Company believes that Department claim is not just assumptive in nature but also clearly contrary to the
scheme of GST being a value added tax and to the scheme of SEZ Act 2005 to not burden the SEZ units with
taxation.

58. ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or
are pending against the Company for holding benami property under the Benami Transactions (Prohibition)
Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or
government or any government authority.

(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section
2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(iv) Utilisation of borrowed funds and share premium

I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

II The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income
Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.

(vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar
of Companies beyond the statutory period.

(viii) The Company has not used borrowings for purpose other than specified purpose of the borrowing.

(ix) There is no transaction with companies struck off under Companies Act, 2013 or Companies Act, 1956

(x) The Company has availed secured loans wherein immovable property not owned by the Company has been
provided as collateral, as below:

The collateral provided by Priyaraja Electronic Limited has been provided without consideration, and the Company
has not undertaken any financial obligation to compensate the promoter group company in the event of enforcement.
Accordingly, this does not give rise to a contingent liability under Ind AS 37.

59. DISCLOSURE AS PER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

In accordance with Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, the following material
related party transactions are disclosed:

â¢ Priyaraja Electronic Limited has provided corporate guarantee and collateral security for the Companyâs
borrowings.

â¢ Dr. Potluri Raja Mohan Rao has extended a personal guarantee for the same facilities.

â¢ TTL has advanced '' 2 crore to Priyaraja Electronic Limited, a promoter group company, in the ordinary course
of business for participating in a joint bidding opportunity. The advance was provided at armâs length terms,
reviewed by the Audit Committee, and approved by the Board.

â¢ No financial benefit, consideration, or indemnity has been provided by the Company to the guarantors.

Trigyn Technology Inc., a wholly owned subsidiary, has provided a corporate guarantee to secure borrowings of
TTL. This does not result in any financial obligation or legal liability for TTL and hence is not recognised as a Related
Party Transaction in TTLâs standalone financial statements. As per SEBI LODR Regulation 34(3), the Company is
required to disclose material related party transactions that it has entered into. In this case, TTL is the beneficiary
and not the transacting party. Therefore, the CG from the subsidiary is not disclosed under Regulation 34(3), though
adequately disclosed in this note.

The Corporate Guarantee provided by Trigyn Technology Inc. has also been disclosed voluntarily under this
Regulation for transparency, although it does not meet the threshold of a material Related Party Transaction under
Regulation 23.

60. DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

i. Details of Investments made are given in Note No 4

ii. The Company has not provided any loans, guarantees, or investments covered under Section 186 during the
year, except to the extent of security received from related parties without any consideration (refer note no 41
& Note no 62).

61. During the year, the company project teams and employees were âWorking from Homeâ.

62. Borrowings
Secured Loan

The Company has availed sanctioned banking facilities of ''102 crore, consisting of '' 40 crore fund-based and '' 62
crore non-fund-based Bank guarantees against 100% FD.

Utilisation under the fund-based limit was '' 8.88 crore (CC) .

The borrowing is secured by:

Collateral :

â¢ The Companyâs own immovable property valued at '' 448.14 lakh;

â¢ Collateral security in the form of immovable property provided by Priyaraja Electronic Limited (a promoter
group entity) valued at '' 3,265 lakh; (Promoter Company UTL holding 44.51% )

Corporate guaratnee and personal guarantee :

â¢ A personal guarantee by Promoter Director Dr. Potluri Raja Mohan Rao; and

â¢ Corporate guarantees provided by Priyaraja Electronic Limited and Trigyn Technology Inc. (a 100% subsidiary
of the Company).

These collateral and guarantee arrangements were extended without consideration, indemnity, or contractual
obligation from the Company to the guarantors. The Company has not undertaken any financial or legal obligation
to compensate the guarantors in case of enforcement.

63. The Company is maintaining gratuity fund for employees with LIC. There is balance of Rs. 98.22 lakhs lying with
fund as on 31^st March 2025

64. The subsidiary, TTS, through its Board resolution dated 16th July 2024, decided to initiate liquidation proceedings
and appointed F Trust as the liquidator. As of 31st March 2025, TTS remains in existence under liquidation, with a
reported net loss for the year of Rs. 131.91 lakhs and a net worth of negative Rs. (36.09) lakhs.

The Company had initiated voluntary liquidation of its wholly-owned foreign subsidiary, Trigyn Technologies Schweiz
GmbH. As of 31 March 2025, the process was under reassessment and not expected to be completed within 12
months. Accordingly, the financial statements do not reflect this as a discontinued operation.

65. Long term contracts and derivatives contract:

The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The company
does not have any derivative contracts

66. Investor Education and Protection Fund:

During the year there is no amount required to be transferred to Investor Education and Protection Fund by the
Company.

67. Previous year figures

The previous year figures have been reclassified to conform to this yearâs classification wherever required.

As per our attached report of even date.

For V. ROHATGI & CO For and on behalf of the Board

Chartered Accountants

Firm Registration Number : 000980C

Sd/- Sd/- Sd/-

Arun Kumar Mishra Bhavana Rao Dr. Satyam Cherukuri

Partner Executive Vice Chairperson Chairman & Non-Executive Director

Membership No. :076038 DIN: 02326788 DIN : 01294234

UDIN : 25076038BMJIOL7639
Mumbai: May 30, 2025

Sd/- Sd/-

Prachi Deshpande Amin Abdul Bhojani

Company Secretary & Compliance Officer Chief Financial Officer

Membership No. ACS 16547

Mar 31, 2024

a) Rights, preferences and restrictions attached to shares

Equity shares: The Company has one class of equity shares having a par value of '' 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Preference Shares: The Companyâs authorised capital is divided in equity share capital & preference share capital.

(c) Contract Asset

Company recognized contract assets when it satisfies its obligation by transferring the goods or services to the customer and right to receive the consideration is established which is subject to some conditions to be fulfilled by the company in future before receipt of consideration amount. Such assets are Rs Nil.

(d) Contract Liabilities

Upon execution of contract with the customers, certain amount in the form of EMD, Security Deposit, Margin Money, advance for payment of custom duty etc. received from the customers which is shown as advance received from customers under the heading âOther Financial Liabilitiesâ and âOther Liabilitiesâ. The balances are Rs Nil

Other Pending legal suits

a) Legal case filed by the company against Millennium Synergy Pvt. Ltd. and Iram Technologies Pvt. Ltd.

The company has filed a special civil suit for the recovery of the damages from the above-mentioned parties. The next hearing is on 31st July 2024.

b) Case filed by Iram Technologies Pvt. Ltd. against the Company

Cheque bouncing case has been filed by Iram Technologies Pvt. Ltd. against the company in Small Causes Court, Bengaluru under Section 138 of the Negotiable Instruments Act. In lieu of the above cheque, the company had cleared the liability and had requested the complainant to return the postdated cheques. However, the complainant has proceeded in filing the case against the company under Section 138 of the Negotiable Instruments Act. The companyâs lawyer presented arguments and filed written statements on behalf of the company. On 9th December 2021 relying on the purchase order, the Small Causes Court, Bengaluru had asked the company to deposit 20% of the purchase order value within 60 days. The company filed an appeal with Honorable High Court of Karnataka against the above order and obtained an interim stay on the order passed by the Small Causes Court, Bengaluru. On 11th July, 2023, the Counsel of accused filed a memo. On 9th November 2023 accused was absent, EP filed. Counsel for the accused filed memo produced the internet copy of stay order from the High court website matter is stayed. The matter was stayed and is posted for hearing on 7th February, 2023.

On February 7, 2024, the accused was absent from the court proceedings. A memorandum was filed on this date, and awaiting further orders from the court. The next scheduled date for the hearing has been set for June 26, 2024.

c) Toshniwal Enterprises Control Limited (TECL)

by the companyâs advocate and the matter was heard by the NCLT Kolkata bench on April 8, 2021. The Bench condoned the delay in submitting the claim by the company. Further, it allowed the application of the company and directed the resolution professional to verify and accept the claim on its merit. NCLT has ordered the commencement of liquidation of the Toshniwal Enterprises Control Limited on 4th April 2022 and the stakeholders were called upon to submit their claim with proof. The matter was last heard on 27.06.2022 and Counsel appearing for Liquidator submitted the preliminary report and list of stakeholders. The matter is now listed for reporting progress on 23.11.2022. There has been no development in the case.

d) Suit filed against ESDS Software Solution Pvt. Ltd. by the Company

The final award was given by the Arbitrator on 24-02-2024. ESDS was instructed to refund Rs. 75 Lacs to Trigyn after deducting the litigation cost of Rs. 12,78,900. Trigyn has filed its petition challenging Arbitration award in the High Court on May 7, 2024.

e) ISYX Technologies India Private Limited.

Trigyn had received a notice from District Legal Service Authority, Krishna at Machilipatnam under Commercial Courts Act 2015 for mediation on claim for Rs. 5.09 Crores Principal and Rs. 2.42 Crores as interest calculated till 28-10-2022.

We had requested for four weeksâ time, thereafter we have not received any communication from the authority.

f) Dispute for non-payment of amount for services provided by ESDS Software

The commercial dispute was submitted against Trigyn in Nashik, District Legal Service Authority for preinstitution mediation. Thereafter a commercial suit was filed against Trigyn in Civil Court Senior Division Nashik on 05-08-2023. First date of hearing was on 11th August 2023. The matter is now kept for filing of the written statement and the next scheduled date for the hearing has been set for 12th June 2024

g) Arbitration filed seeking relief on notice of termination by Nashik Municipal Smart City Development Corporation Ltd (NMSCDCL)

Due to the dispute between Trigyn and NMSCDCL a termination notice was sent to TTL on Monday, September 4, 2023. Trigyn has disputed the termination and filed for a Commercial Arbitration at Commercial Division Nashik for seeking appropriate reliefs under the Arbitration and Conciliation Act, 1996 after Notice of Termination Letter was revived from the NMSCDCL.

Pursis on behalf of NMSCDCL has being filed stating that until filing of written statement the BG will not be invoke.

NMSCDCL has appointed Mr. Jayant T. Nashikar, former Secretary, PWD Govt of Maharashtra. Trigyn will appoint one Arbitrator ASAP and thereafter both the Arbitrators will appoint one more Arbitrator. Total Three Arbitrators will be appointed.

NMSCDCL has submitted their written statement in the court and Trigyn has to reply on the same by 13-022024.

The court instructed that the dispute be resolved through mediation, with a physical meeting held on March 5, 2024, and an online meeting on March 12, 2024. The matter was further discussed on March 20, 2024, when Trigyn presented its mediation proposal. However, NMSCDCL neither accepted Trigynâs proposal nor provided a written counter-proposal, leading to a failed mediation. The court addressed the matter on May 10, 2024, but since it was the courtâs last working day, the hearing was rescheduled for June 14, 2024. The court also directed the parties to attempt an out-of-court settlement.

h) Writ Petitions filed by the company relating to Tamil Nadu projects

i) Coimbatore Smart City Limited

The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Coimbatore Smart City Limited. The companyâs bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 19th February 2021 with Madras High Court. The date of hearing for admission of the petition was 4th March 2021. The petition is pending for admission and a reply has been sought from the other party.

ii) Tiruppur Smart City Limited

The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Tiruppur Smart City Limited. The companyâs bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 11th February 2021 with Madras High Court. The date of hearing for admission was 23-02-2021. The petition is pending for admission and a reply has been sought from the other party.

The management has evaluated all the pending legal cases in consultation with their legal counsel and they believe that they have got a good case and expect a favorable outcome in the majority of the above cases.

38. Segment Reporting as per IND AS 108 on Operating Segment :

I n term of IND AS 108, The Company is having single reportable segment i.e. âCommunications and information technology staffing support servicesâ, hence segment reporting as per IND AS 108 is not made in current year.

39. A search u/s 132 of the Income Tax Act was conducted by the Income Tax department on 29th August 2018. Thereafter the notices were issued for the block assessment for the period 2014-15 to 2019-20 (7 assessment years). The company has received the assessment orders for said Block raising a fresh demand of Rs.3.14 crores. The main reason for the demand is on account of adjustments to the returned income made at the processing stage and in one case dividend distribution tax credit has not been considered by the department which has resulted in wrongful addition. There being mistakes apparent from records, the company filed appeals/rectifications wherever applicable in consultation with the companyâs tax advisors.

40. Corporate Social Responsibilities:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, healthcare, women empowerment, measures for the benefit of war widows and contributions to incubators has been formed by the company as per the Act. The funds were primarily allocated to a corpus throughout the year on these activities which are specified in schedule VII of the Companies Act, 2013.

* As per our agreement with Banasthali Vidyapith we have provided software services in kind of value Rs. 14.67 Lakhs in FY 2023-24. We have received a certificate from the University which mentions that we have provided installation and maintenance of a personalised learning platform and allocated 15000 licenses to students. However,

no amount is mentioned in it and the same is not certified by the Auditor of Banasthali Vidyapith. Thus, it was not considered as a CSR activity.

Therefore Company will be transferring the unspent amount directly to a specified government fund within six months from the end of the financial year.

43. Loans and Advances to Wholly Owned Domestic Subsidiaries:

The company had formed two domestic wholly owned subsidiaries Trigyn Technologies India (Pvt) Ltd and Leading Edge Infotech Limited for promoting its business. Due to the lack of business, the holding company has advanced loans to its wholly owned subsidiaries to meet the shortfall in payment of it expenses. These advances are interest free and carry no stipulation in regard of its repayment. The terms and conditions of these advances are not prejudicial to the interest of the company and the same are in compliance with provisions of Section 185 of the Companies Act, 2013. Auditors have relied on the management representation provided by the company in this regard. The above advances have been fully provided in the books of accounts of the company.

The company has fully provided towards impairment of investments in the two wholly owned domestic subsidiaries.

44. The companyâs accounting software has audit trail functionality (edit log). This feature remained operational throughout the year, capturing a chronological record of all relevant transactions processed within the software.

45. Employee Benefit

i. Defined contribution plans

The Company has recognized Rs. 399.69 Lakhs (31 March 2023: Rs. 353.20 Lakhs) towards contribution to provident fund and Rs. 1.60 Lakhs (31 March 2023: Rs. 1.91 Lakhs) towards employee state insurance plan and Labour welfare fund of Rs. 0.50 Lakhs (31 March 2023: Rs. 0.43 Lakhs) in the statement of profit and loss

ii. Defined benefit plan

In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment benefit to its employees in the form of gratuity. The Company has maintained a fund with the Life Insurance Corporation of India to meet its gratuity obligations. In accordance with the Standard, the disclosures relating to the Companyâs gratuity plan are provided below.

The above excludes investments in subsidiaries Rs. 9227.87 Lakhs (PY Rs. 9227.87 Lakhs.)

* The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements are a reasonable approximation of their fair values since the company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

Fair value hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instrument into three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instrument measured using quoted prices

Level 3: If all significant inputs required to fair value an instrument are unobservable, the instrument is included in level 3.

47. Financial risk management

The Companyâs activities expose to a variety of financial risks viz., market risk, credit risk and liquidity risk. The Companyâs focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on itâs financial performance. The primary market risk to the Company is credit risk and liquidity risk. The Companyâs exposure to credit risk is influenced mainly by Government Orders.

The company resumes reviews each of these risks summarizes below: i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include trade and other payables, investments in unquoted equity shares, security deposit, loans to employees and others, trade and other receivables, deposits with banks.

The sensitivity analysis in the following sections relate to the position as at 31 March 2024 and 31 March 2023. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt, proportion of financial instruments in foreign currencies are all constant at 31 March 2024.

The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions; and the non-financial assets and liabilities of foreign operations.

Companyâs activities expose it to variety of financial risks, including effect of changes in foreign currency exchange rate and interest rate.

a) Foreign currency risk

Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions primarily to USD. The company also incurs employee benefit expenses in foreign currency. The Company manages its foreign currency risk by natural hedging transactions that are expected to receive in USD and payable in USD.

Company do not enter into any derivative instrument in order to hedge its foreign currency risks.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD exchange rates, with all other variables held constant.

b) Interest rate risk & price risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company does not account for any fixed rate financial assets or financials liability at fair value through profit or loss therefore a change in interest rates at the reporting date would not affect profit or loss. The company does not have any financial instruments which is exposed to change in price.

ii) Credit risk

A) Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding receivables. The Companyâs maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at reporting date.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporate this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Companyâs policy is to deal only with credit worthy counterparties.

The credit risk for cash and cash equivalents, bank deposits, loans and derivative financial instruments is considered negligible, since the counterparties are reputable organizations with high quality external

credit ratings.

Trade receivables mainly consist of group companies. The Company follows âsimplified approachâ for recognition of impairment loss allowance. The Company has very limited history of customer default, and considers the credit quality of trade receivables that are not past due or impaired to be good.

Company provides for expected credit losses on financial assets by assessing individual financial instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose, there is no trend that the company can draw to apply consistently to entire population. For such financial assets, the Companyâs policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.

B) As per the revised ECL policy for non-Government business, receivables in the ageing bucket âGreater than 365 daysâ is considered as âLossâ and accordingly taken for the purpose of determining the historical loss rates. The historical loss percentage based on roll rate method is found out for non government business. For government business, the historical loss rate is computed based on the cumulative receivable amounts and the corresponding amount of loss given default for every bucket. Following percentage of receivables is considered as âLossâ (LGD) for government business:

iii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. Companyâs objective is to, at all-time maintain optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including overdraft, debt from domestic and international banks at optimized cost. Company enjoys strong access to domestic and international capital market across debt, equity and hybrids.

iv) Capital management

The company policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain development of the business. Management monitors the return on capital on continuous basis.

The company has adequate cash and bank balances and no interest bearing liabilities (except for hire purchase facility for some of fixed assets lying under Property Plant and Equipment). The Company monitors its capital by a careful scrutiny of the cash and bank balances and a regular assessment of any debt requirements. In the absence of any interest bearing debt, the maintenance of debt equity ratio etc. may not be of any relevance of the company.

V) Risk towards global Pandemic Covid - 19

The long term impact of COVID-19 still remains uncertain and could be different from the estimates considered while preparing these Standalone Financial Statements. The company will continue to closely monitor any material changes to future economic conditions.

Process for obtaining necessary approval and permissions from Reserve bank of India (RBI) under FEMA regulations are under progress. In view of this, Investments, Loans & advances and provision for doubtful debts and impairment in the value of investments are retained and other entries are given effect to in the books of account which are subject to the approval of RBI. This matter is being carried forward for over 8 years.

49. Impairment of Assets:

There is no impairment loss on fixed assets on the basis of review carried out by the management in accordance with the accounting standard IND AS - 36 âImpairment of Assetsâ.

Fixed Assets have been physically verified by the management at reasonable intervals. There are no discrepancies between the book records and the physical inventory. In our opinion, the frequency of verification is reasonable.

50. Suppliers covered by Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and Industrial (Development & Regulation) Act, 1951.

The Company has separately disclosed all the dues payable to Micro & Small Enterprises under Trade Payables in Part I - Balance Sheet, details of which are given in Note 21 of Notes to the Financial Statements. This is required to be given under the Notification dated 04 September 2015 pertaining to alterations in Schedule III issued by MCA.

DUES TO MICRO ENTERPRISES AND SMALL ENTERPRISES:

Principal amount outstanding to MSMEs as on March 31,2024: '' 225.57 Lakhs.

Interest due on the above amount and unpaid as on March 31,2024: '' 80.01 Lakhs Interest paid to the suppliers in terms of Section 16 of the MSMED Act: Nil.

Interest accrued and remaining unpaid as at March 31,2024: '' 80.01 Lakhs

The management has identified dues to micro and small enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) on the basis of information made available by the supplier or vendors of the Company.

51. Public deposit:

The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under. The Auditors has relied upon management representation in this regard.

52. Major Contracts of the company

A) Implementation and Management of Cloud-Based Virtual Classroom System in identified schools in Andhra Pradesh

The total contract value of the Andhra Pradesh State Fibernet Limited (APSFL) project amounts to Rs. 160 Crores inclusive of GST. This comprises Rs. 80 crores for the supply of materials and installation of video conferencing equipment and the balance Rs. 80 crores towards operations and maintenance. The company has completed a major portion of the supply contract. Balance work at 59 schools, 1 District Studio and Central Studio is still pending for completion due to non-allotment of sites from APSFL.

The Company has recognized revenue of Rs. 79.90 crores in respect of the supply contract which includes unbilled revenue of Rs. 49.73 lacs up to 31st March 2024. This is in line with IND AS 115 - (Revenue from contracts with customers) accounting for contracts based on completion of the performance obligation.

Against the milestone billings done of Rs. 79.40 crores, Rs. 17.90 crores have been received and balance of Rs. 61.50 crores is outstanding for more than 4 years. The Company is also holding an inventory of Rs. 2.17 crores as on 31st March 2024.

The operation and maintenance part of the contract was taken up in February 2019. The management has not booked any Quarterly Guaranteed Revenue on this part of the contract amounting to Rs. 80 crores, in view of uncertainty of collection.

Keeping in view the old outstanding of Rs. 61.50 crores being carried forward and poor collection till date, the management is of the view that their decision for not accounting unbilled revenue for AMC charges is justified and proper due to uncertainty of collection. In support of the managementâs stand, the company has obtained an opinion from a subject matter expert as of 31st March 2022.

The management has not classified the outstanding balance as doubtful of recovery and no provision has been made towards old outstanding. However, as per the Companyâs Expected Credit Loss (ECL) policy, the company has made a provision of Rs. 10.01 crores during the financial year 2023-24. The cumulative ECL provision made is Rs. 40.79 crores for the above outstanding.

B) Design, Development, Implementation, Operation, and Maintenance of Smart Parking Solution at Nashik

Due to various reasons, there was no collection of tolls from the 15 commissioned parking sites in Nashik. Due to the dispute between TTL and Nashik Municipal Smart City Development Corporation Ltd ( NMSCDCL) a termination notice was sent to TTL on Monday, September 4, 2023. However, Trigyn has made sufficient provision for the claim raised by NMSCDCL. Also,Trigyn has disputed the termination and filed for a Commercial Arbitration at Commercial Division Nashik for seeking appropriate reliefs under the Arbitration and Conciliation Act, 1996 after Notice of Termination Letter was revived from the NMSCCL. NMSCDCL has appointed Mr. Jayant T. Nashikar, former Secretary, PWD Govt of Maharashtra. Trigyn will appoint one Arbitrator ASAP and thereafter both the Arbitrators will appoint one more Arbitrator. Total Three Arbitrators will be appointed Pursis on behalf of NMSCDCL has being filed stating that until filing of written statement the BG will not be invoke. NMSCDCL has submitted their written statement in the court and Trigyn has to reply on the same by 13-022024.

During the year, the company has charged in the statement of Profit & Loss, the total expenditure of Rs. 1.61 Crores. The company has also amortized an amount of Rs. 1.12 Crores in respect of the capitalized portion of completed sites.

The unamortized Capital Cost carried forward in the Balance Sheet as at 31.03.2024 of Rs. 6.60 Crores.

53. During the year, the company has received Dividends from its wholly-owned subsidiary Trigyn Technologies INC - 29,75,000 USD (Gross USD 35,00,000 less withholding tax in uSa USD 525,000 ) i.e. USD 3469 per share (equivalent to 3469%). In the Previous year Dividend received was 25,50,000 USD (Gross USD 30,00,000 less withholding tax in USA USD 450,000 ) i.e. USD 2973 per share (equivalent to 2973%).

54. The new code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour and Employment (the Ministry) has released draft rules for the Code on November 13, 2020 and has invited suggestions from stake holders which are under active consideration by the Ministry. The Company will complete its evaluation and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules are published.

55. The exceptional item for the quarter & year to date ended represents provision for loan given to subsidiary.

56. The company was served with an Audit report for its Andhra Pradesh unit under Section 65(6) of the CGST Act 2017 under rule 101(5) on 5th April 2021 for FY 2017-18 and FY 2018-19. The company did not agree with the contents of the said audit report and filed a detailed reply on 21st May 2021 raising various preliminary objections along with a rebuttal to various audit paras. The GST department issued one more audit report titled âFinal Audit Reportâ dated 15th June 2021. The company replied to the final audit report vide its letter dated 26th June 2021 raising various preliminary objections against the said final audit report. The department issued a pre-SCN Consultation Notice dated 4th August 2021 to the company wherein tax amounting to Rs. 36.39 lakhs, interest amounting to Rs. 182 Lakhs and a penalty amounting to Rs. 102 Lakhs were quantified during the audit. The company paid Rs. 22.33 lakhs under protest against the said demand. The company has submitted to the GST department that the liability of tax, interest, and penalty as mentioned in Form DRC-01A is not acceptable. On 18th February 2022 GST department issued SCN and the company has replied on the same.

The case has been settled in May 2023 dropping the substantial demand and Company has received an order from the GST Authorities of Rs. 38.45 Lakhs.

58. ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.

(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(iv) Utilisation of borrowed funds and share premium

I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

II The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.

(vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.

(viii) The Company has not used borrowings for purpose other than specified purpose of the borrowing.

(ix) There is no transaction with companies struck off under Companies Act, 2013 or Companies Act, 1956

59. DISCLOSURE AS PER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties as at 31st March, 2024 and 31st March, 2023.

60. DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

(i) Details of Investments made are given in Note No 4

(ii) There are no guarantees issued or loans given by the Company as at 31st March, 2024 and 31st March, 2023.

61. Company has invested Rs 1600.00 Lakhs (PY Rs. 800.00 Lakhs), in the shares 17,77,776 shares (P.Y 8,88,888 Shares) of the face value Rs. 5 per share at the premium of Rs. 85 per share) of Sampada Business Solutions Pvt Ltd in two tranches in Mar-23 & Aug-23. Subsequently the majority stake in the investee company was acquired by M/s IIRM Holdings (I) Ltd a listed entity. As result of acquisition, based on share swap ratio of 1 : 1.64 and Trigyn received 29,15,554 shares of IIRM Holdings Limited in exchange of 17,77,776 shares of Sampada Business Solutions Pvt. Ltd.

As on 31st March 2024, each shares of IIRM Holdings Limited valued at Rs.23.24 per share (as per the valuation report) amounting to unrealized loss on investment of Rs. 922.43 lakhs. The same has been booked as Other Comprehensive Loss.

62. During the year, the company project teams and employees were âWorking from Homeâ.

63. The Company is maintaining gratuity fund for employees with LIC. There is balance of Rs. 119.22 lakhs lying with fund as on 31^st march 2024

64. Long term contracts and derivatives contract:

The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The company does not have any derivative contracts

65. Investor Education and Protection Fund:

During the year there is no amount required to be transferred to Investor Education and Protection Fund by the Company.

66. Previous year figures

The previous year figures have been reclassified to conform to this yearâs classification wherever required.

Mar 31, 2023

Rights, preferences and restrictions attached to shares

Preference Shares: The Company''s authorised capital is divided in equity share capital & preference share capital.

Shares reserved for issue under options - ''Refer Note 44 for details of shares to be issued under Employee stock option scheme.

Shares reserved for issue under options, contracts / commitments for sale of shares /disinvestments = Nil , Refer Note 44 for ESOP granted.

Particulars of calls in arrears by directors and officers of the company. - Nil Shares forfeited during the year = Nil Security convertible into equity shares: Nil

Company recognized contract assets when it satisfies its obligation by transferring the goods or services to the customer and right to receive the consideration is established which is subject to some conditions to be fulfilled by the company in future before receipt of consideration amount. Such assets are Rs Nil.

(d) Contract Liabilities

Upon execution of contract with the customers, certain amount in the form of EMD, Security Deposit, Margin Money, advance for payment of custom duty etc. received from the customers which is shown as advance received from customers under the heading "Other Financial Liabilities" and "Other Liabilities". The balances are Rs Nil

Other Pending legal suits

a) Legal case filed by the company against Millennium Synergy Pvt. Ltd. and Iram Technologies Pvt. Ltd.

The company has filed a special civil suit for the recovery of the damages from the above-mentioned parties. The next hearing is on 19th July, 2023.

b) Case filed by Iram Technologies Pvt. Ltd. against the Company

Cheque bouncing case has been filed by Iram Technologies Pvt. Ltd. against the company in Small Causes Court, Bengaluru under Section 138 of the Negotiable Instruments Act. In lieu of the above cheque, the company had cleared the liability and had requested the complainant to return the postdated cheques. However, the complainant has proceeded in filing the case against the company under Section 138 of the Negotiable Instruments Act. The companyâs lawyer presented arguments and filed written statements on behalf of the company. On 9th December 2021 relying on the purchase order, the Small Causes Court, Bengaluru had asked the company to deposit 20% of the purchase order value within 60 days. The company filed an appeal with Honorable High Court of Karnataka against the above order and obtained an interim stay on the order passed by the Small Causes Court, Bengaluru. The matter was posted for hearing on 11th July, 2023.

c) Toshniwal Enterprises Control Limited (TECL)

The company and TECL entered into an MOU on 24-April-2019 to work on the ONGC project. Insolvency proceeding against TECL was admitted on 22-11-2019 at NCLT - Kolkata. ONGC terminated the contract on 29-11-2019. The Companyâs advocate had filed an application with NCLT in September 2020. There were certain defects raised by the Registry department while scrutinizing the file. The same was duly corrected by the company''s advocate and the matter was heard by the NCLT Kolkata bench on April 8, 2021. The Bench condoned the delay in submitting the claim by the company. Further, it allowed the application of the company and directed the resolution professional to verify and accept the claim on its merit. NCLT has ordered the commencement of liquidation of the Toshniwal Enterprises Control Limited on 4th April 2022 and the stakeholders were called upon to submit their claim with proof. The matter was last heard on 27.06.2022 and Counsel appearing for Liquidator submitted the preliminary report and list of stakeholders. There has been no development in the case.

d) Suit filed against ESDS Software Solution Pvt. Ltd. by the Company

The company had filed a suit in the Bombay High Court on August 2, 2019, appealing that the above party is restrained from terminating the consortium agreement and honor their commitments under the master service agreement. The court has appointed an arbitrator in the above matter. The cross examination of witness was carried out on November 29, 30 and December 1, 2021. The hearing for cross examination of claimant witness was done on 05/06-08-2022. The process of re-examination of claimant has started. The virtual meeting was held on February 3, 2023, for production of certain documents by the respondent based on which the final judgement will be given by the arbitrator. On 17th and 18th March, 2023 Arbitration meeting was held to hear the final arguments by claimant and certain document were requested to be produced from STPI by the Justice. The next date for the Arbitration is fixed on 10th June 2023 with regard to the documents received from STPI for final hearing of Respondentâs arguments (and Claimantâs arguments in rejoinder).

e) Writ Petitions filed by the company relating to Tamil Nadu projects

i) Coimbatore Smart City Limited

The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Coimbatore Smart City Limited. The company''s bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 19th February 2021 with Madras High Court. The date of hearing for admission of the petition was 4th March 2021. The petition is pending for admission and a reply has been sought from the other party.

ii) Tiruppur Smart City Limited

The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Tiruppur Smart City Limited. The company''s bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 11th February 2021 with Madras High Court. The date of hearing for admission was 23-02-2021. The petition is pending for admission and a reply has been sought from the other party.

iii) ISYX Technologies India Private Limited.

Trigyn had received a notice from District Legal Service Authority, Krishna at Machilipatnam under Commercial Courts Act 2015 for mediation on claim for Rs. 508.87 lakhs Principal and Rs. 241.66 lakhs as interest calculated till 28-10-2022.

Trigyn had requested for four weeks'' time, thereafter we have not received any communication from the authority.

38. Segment Reporting as per IND AS 108 on Operating Segment :

I n term of IND AS 108, The Company is having single reportable segment i.e. "Communications and information technology staffing support servicesâ, hence segment reporting as per IND AS 108 is not made in current year.

40. Corporate Social Responsibilities:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, healthcare, women empowerment, measures for the benefit of war widows and contributions to incubators by the company as per the Act. The funds were primarily allocated to a corpus and utilised through the year on these activities which are specified in schedule VII of the Companies Act, 2013.

43. Loans and Advances to Wholly Owned Domestic Subsidiaries:

The company had formed two domestic wholly owned subsidiaries for promoting its business. Due to the lack of business, the holding company has advanced loans to its wholly owned subsidiaries to meet the shortfall in payment of it expenses. These advances are interest free and carry no stipulation in regard of its repayment. The terms and conditions of these advances are not prejudicial to the interest of the company and the same are in compliance with provisions of Section 185 of the Companies Act, 2013. Auditors have relied on the management representation provided by the company in this regard. The above advances have been fully provided in the books of accounts of the company.

The company has fully provided towards impairment of investments in the two wholly owned domestic subsidiaries.

44. Employee Stock Option Plans

a. The 1998 Employee Stock Option Plan

i. The 1998 Employees Stock Option Plan (''the Plan'') provided for the issue of options up to 5% of the paid up equity share capital at a minimum exercise price of Rs. 265 per equity share, with a vesting period of 36 months from the date of grant of option. In 2002, the Company revised the Plan, whereby the options granted to the employees would vest in four equal installments from the date of the grant of the options.

No options were outstanding at the beginning of the year

ii. During the year ended March 31, 2001, the Company issued 156,060 options including 34,250 options to employee of its subsidiary, at an exercise price of Rs. 380.00/- per option and the prevalent market price of the shares, on the date of grant of these options was Rs. 394.30/- per share.

Presented below is a summary of the Company''s stock option plan activity during the year ended 31 March 2023:

The company has introduced employee stock option plan. This employee equity-settled compensation plan is known as The Employee Stock Option Plan - 2000 (the "Plan"). The employee stock option plan is approved by shareholder of the company in June 2000. This plan is designed to provide incentives to any person who is employed or engaged by the TTL, directors of TTL or any of its parent, subsidiary and/or affiliate.

I n the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. Homiyar Panday, President - US Operations and Employee of the Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share. These shares, if opted for, are to vest after a lock in period of one year from the date of grant of the said stock options.

150,000 stock options convertibles into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share were granted to Mr. Thomas Gordon, Senior Vice President Management

The original 100,000 options issued in the year 2010-11 to Mr. R. Ganapathi (Chairman and Executive Director) at exercise price of Rs.22.50 were forfeited during the year 2013-14.

The vesting period shall be minimum one year from the date of grant which shall be vested equally of the total options granted over a four-year period. The options granted shall be vested up to expiry of the plan. Any option granted shall be exercisable according to the terms and conditions as determined and as set forth in the option agreement. The exercise period shall be after one year from the date of grant valid till 6 May 2020. When exercisable, each option is convertible into one equity share of the company.

â¢ In terms resolution passed in remuneration committee meeting held on August 19, 2013 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 10 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director).

â¢ In terms resolution passed in remuneration committee meeting held on May 26th, 2015 the Company granted 600,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs.10 per equity share under ESOP 2000 scheme to the following persons-:

* All the shares allotted to employees of the company 50,000 ESOP were forfeited on cessation of employment.

â¢ In terms resolution passed in remuneration committee meeting held on April 14, 2016 the Company granted 250,000 stock options convertible into equivalent amount of equity shares to the following persons-:

Fair value of the options granted:

The fair value of the options granted is mentioned below as per vesting period. The fair value of the options is determined using Black-Scholes-Merton model which takes into account the exercise price, the term of the option (time to maturity), the share price as at the grant date and expected price volatility (standard deviation) of the underlying share, the expected dividend yield and risk-free interest rate for the term of the option. The fair valuation of the options has been done by an Independent Expert.

Rationale for principle variables used:

â¢ Time to maturity of options is the period of time from the grant date to the date on which option is expected to be exercised. The minimum life of stock option is the minimum period before which the options cannot be exercised and maximum life is the period after which the options cannot be exercised.

â¢ The expected price volatility is based on the historic volatility, adjusted for any changes to future volatility due to publicly available information.

i. Defined contribution plans

The Company has recognized Rs. 353.20 Lakhs (31 March 2022: Rs. 238.66 Lakhs) towards contribution to provident fund and Rs. 1.91 Lakhs (31 March 2022: Rs. 1.56 Lakhs) towards employee state insurance plan and Labour welfare fund of Rs. 0.43 Lakhs (Rs. 0.37 Lakhs) in the statement of profit and loss

ii. Defined benefit plan

In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment benefit to its employees in the form of gratuity. The Company has maintained a fund with the Life Insurance Corporation of India to meet its gratuity obligations. In accordance with the Standard, the disclosures relating to the Company''s gratuity plan are provided below.

The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements are a reasonable approximation of their fair values since the company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

Fair value hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instrument into three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instrument measured using quoted prices

Level 3: If all significant inputs required to fair value an instrument are unobservable, the instrument is included in level 3.

47. Financial risk management

The company resumes reviews each of these risks summarizes below:

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include trade and other payables, investments in unquoted equity shares, security deposit, loans to employees and others, trade and other receivables, deposits with banks.

The sensitivity analysis in the following sections relate to the position as at 31 March 2023 and 31 March 2022. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt, proportion of financial instruments in foreign currencies are all constant at 31 March 2023.

The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions; and the non-financial assets and liabilities of foreign operations.

Companyâs activities expose it to variety of financial risks, including effect of changes in foreign currency exchange rate and interest rate.

a) Foreign currency risk

Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions primarily to USD. The company also incurs employee benefit expenses in foreign currency. The Company manages its foreign currency risk by natural hedging transactions that are expected to receive in USD and payable in USD.

Company do not enter into any derivative instrument in order to hedge its foreign currency risks.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD exchange rates, with all other variables held constant.

b) Interest rate risk & price risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company does not account for any fixed rate financial assets or financials liability at fair value through profit or loss therefore a change in interest rates at the reporting date would not affect profit or loss. The company does not have any financial instruments which is exposed to change in price.

ii) Credit risk

A) Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding receivables. The Company''s maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at reporting date.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporate this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company''s policy is to deal only with credit worthy counterparties.

The credit risk for cash and cash equivalents, bank deposits, loans and derivative financial instruments is considered negligible, since the counterparties are reputable organizations with high quality external credit ratings.

Trade receivables mainly consist of group companies. The Company follows âsimplified approachâ for recognition of impairment loss allowance. The Company has very limited history of customer default, and considers the credit quality of trade receivables that are not past due or impaired to be good.

Company provides for expected credit losses on financial assets by assessing individual financial instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose, there is no trend that the company can draw to apply consistently to entire population. For such financial assets, the Companyâs policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.

B) As per the revised ECL policy for non-Government business, receivables in the ageing bucket "Greater than 365 days'' is considered as ''Loss'' and accordingly taken for the purpose of determining the historical loss rates. The historical loss percentage based on roll rate method is found out for non government business. For government business, the historical loss rate is computed based on the cumulative receivable amounts and the corresponding amount of loss given default for every bucket. Following percentage of receivables is considered as ''Loss'' (LGD) for government business:

The historical loss percentage is applied on the receivables'' balances at the valuation date. Two more scenarios are constructed based on an analysis of the regression between the forward-looking macroeconomic factors and the receivable balances and appropriate probability weight is assigned for the two scenarios and probability weighted expected credit loss is computed. Till date, the Company has provided below provision for ECL in the books of account.

iii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. Company''s objective is to, at all-time maintain optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including overdraft, debt from domestic and international banks at optimized cost. Company enjoys strong access to domestic and international capital market across debt, equity and hybrids.

iv) Capital management

V) Risk towards global Pandemic Covid - 19

The full impact of COVID-19 still remains uncertain and could be different from the estimates considered while preparing these Standalone Financial Statements. The company will continue to closely monitor any material changes to future economic conditions.

*The company has carried forward in the book of accounts the balance of the above mentioned overseas subsidiaries which has been wound up. The company is awaiting approval from the Reserve Bank of India for writing off these balances.

Process for obtaining necessary approval and permissions from Reserve bank of India (RBI) under FEMA regulations are under progress. In view of this, Investments, Loans & advances and provision for doubtful debts and impairment in the value of investments are retained and other entries are given effect to in the books of account which are subject to the approval of RBI. This matter is being carried forward for over 7 years.

49. Impairment of Assets:

There is no impairment loss on fixed assets on the basis of review carried out by the management in accordance with the accounting standard IND AS - 36 "Impairment of Assets".

Fixed Assets have been physically verified by the management at reasonable intervals. There are no discrepancies between the book records and the physical inventory. In our opinion, the frequency of verification is reasonable.

50. Suppliers covered by Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and Industrial (Development & Regulation) Act, 1951.

51. Public deposit:

The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under. The Auditors has relied upon management representation in this regard.

52. Major Contracts of the companyA) Implementation and Management of Cloud-Based Virtual Classroom System in identified schools in Andhra Pradesh

The total contract value of the Andhra Pradesh State Fibernet Limited (APSFL) project amounts to Rs. 160 Crores inclusive of GST. This comprises Rs. 80 crores for the supply of materials and installation of video conferencing equipment and the balance Rs. 80 crores towards operations and maintenance. The company has completed a major portion of the supply contract. Balance work at 59 schools, 1 District Studio and Central Studio is still pending for completion due to non-allotment of sites from APSFL.

The Company has recognized revenue of Rs. 79.90 crores in respect of the supply contract which includes unbilled revenue of Rs. 49.73 lacs up to 31st March 2023. This is in line with InD AS 115 - (Revenue from contracts with customers) accounting for contracts based on completion of the performance obligation. Noncurrent Prepaid Expenses include an amount of Rs.454.41 Lakhs representing project work in progress in respect of this project.

Against the milestone billings done of Rs. 79.40 crores, Rs. 17.85 crores have been received and balance of Rs. 61.50 crores is outstanding for more than 3 years. The Company is also holding an inventory of Rs. 2.22 crores as on 31st March 2023.

The operation and maintenance part of the contract was taken up in February 2019. The management has not booked any Quarterly Guaranteed Revenue on this part of the contract amounting to Rs. 80 crores, in view of uncertainty of collection.

Keeping in view the old outstanding of Rs. 61.50 crores being carried forward and poor collection till date, the management is of the view that their decision for not accounting unbilled revenue for AMC charges is justified and proper due to uncertainty of collection. In support of the management''s stand, the company has obtained an opinion from a subject matter expert as of 31st March 2022.

The management has not classified the outstanding balance as doubtful of recovery and no provision has been made towards old outstanding. However, as per the Company''s Expected Credit Loss (ECL) policy, the company has made a provision of Rs. 16.81 crores during the financial year 2022-23. The cumulative ECL provision made is Rs. 30.78 crores for the above outstanding.

B) Design, Development, Implementation, Operation, and Maintenance of Smart Parking Solution at Nashik

Due to various reasons, there was no collection of tolls from the 15 commissioned parking sites in Nashik. The company is in discussion with Nashik Smart City Development Corporation Ltd to sort out various issues related to the Smart Parking Project. During the quarter, the company has charged in the statement of Profit & Loss, the total expenditure of Rs. 60.21 lacs, the company has also amortized an amount of Rs. 22.48 lacs in respect of the capitalized portion of completed sites.

The unamortized Capital Cost carried forward in the Balance Sheet as at 31.03.2023 of Rs. 7.72 Crores including Rs. 1.49 Crores (Capital WIP) is not considered as impaired and not provided for.

53. During the year, the company has received Dividends from its wholly-owned subsidiary Trigyn Technologies INC - 25,50,000 USD (Gross USD 30,00,000 less withholding tax in USA USD 450,000 ) i.e. USD 2973 per share (equivalent to 2973%). In the Previous year Dividend received was 19,12,500 USD (Gross USD 22,50,000 less withholding tax in USA USD 337,500) i.e. USD 2230 per share (equivalent to 2230%).

54. The new code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour and Employment (the Ministry) has released draft rules for the Code on November 13, 2020 and has invited suggestions from stake holders which are under active consideration by the Ministry. The Company will complete its evaluation and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules are published.

55. The exceptional item for the quarter & year to date ended represents provision for loan given to subsidiary.

56. The company was served with an Audit report for its Andhra Pradesh unit under Section 65(6) of the CGST Act 2017 under rule 101(5) on 5th April 2021 for fY 2017-18 and FY 2018-19. The company did not agree with the contents of the said audit report and filed a detailed reply on 21st May 2021 raising various preliminary objections along with a rebuttal to various audit paras. The GST department issued one more audit report titled "Final Audit Report" dated 15th June 2021. The company replied to the final audit report vide its letter dated 26th June 2021 raising various preliminary objections against the said final audit report. The department issued a pre-SCN Consultation Notice dated 4th August 2021 to the company wherein tax amounting to Rs. 36.39 lakhs, interest amounting to Rs. 182 Lakhs and a penalty amounting to Rs. 102 Lakhs were quantified during the audit. The company paid Rs. 22.33 lakhs under protest against the said demand. The company has submitted to the GST department that the liability of tax, interest, and penalty as mentioned in Form DRC-01A is not acceptable. On 18th February 2022 GST department issued SCN and the company has replied on the same.

The case has been settled in May 2023 and Company has received an order from the GST Authorities dropping the substantial demand. This order is received after the balance sheet date but before the approval of financial statements.

Reasons for significant changes :

- Current ratio has dropped during the year because current liabilities have increased more than current assets due to advance taken against future services from subsidiaries

- Debt Equity ratio has decreased due to repayment of debt

- Debt service coverage ratio has increased because finance cost has decreased due to debt repayment and Earnings have increased during the year

- Return on equity ratio has increased due to receipt of dividend during the year

- Trade Receivable ratio has increased due to increase in revenue from operations during the year and decrease in sundry debtors - TTI (subsidiary company)

- Trade Payables Turnover ratio has increased substantially because of substantial increase in purchase due to increase in number of projects during the year

- Net Capital Turnover ratio has increased due to increase in revenue from operations

- Net profit margin has increased substantially due to dividend received from subsidiary during the year

- Return on Capital Employed has increased because of receipt of dividend during the year

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