The Directors of Trejhara Solutions Limited ("your company" or "the Company" or Trejhara) are pleased to present this Seventh Annual Report of the Company, together with its Audited Financial statements for the year ended 31^st March, 2024 ("financial year under review").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company's financial performance for the financial year ended 31^st March 2024 as compared to the previous financial year ended 31^st March 2023 is summarized below:

The Highlights of the Consolidated and Standalone Financial Results are as under:

2. MATERIAL CHANGES & COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report and there was no change in company's nature of business during the F.Y. 2023-24.

3. DIVIDEND AND RESERVES

The Board has not recommended any dividend for the F.Y. 2023-24.

4. STATE OF COMPANY'S AFFAIRS

As of 31^st March, 2024, the Consolidated revenue of the company for the year ended 31^st March, 2024 stood at ' 2,284.69 lakhs showing the positive uptick on the revenue side. The Company continues its efforts to build robust IP based solutions and with increased momentum towards digitization. The Company provided supply chain software solutions to a diverse customer base providing its cutting edge software services to customers located in 20 countries worldwide. Your Company is continuously striving for growth opportunities in the supply chain management sector by establishing valuable partnerships with leading players in the segment.

During the last year, the company re-assessed its business strategies and as a part of this, the Company decided to divest one of its business arm and hive of its non performing foreign subsidiary located in Bahrain. This decision was taken to realign the business strategies in the logistics and supply chain management segment due to which, the company also announced the merger with one of the leading logistics company having its operations in India and abroad.

The structure and status of the divestment transaction including the update on merger application can be traced below:

• During the last year, the company successfully completed the divestiture of the Interactive Communication Business unit (Interact DX) to Aurionpro Solutions Limited at an all-cash deal valued at a composite consideration of ' 140 crores, encompassing both the Indian and Singaporean operations of the business.

The sale of the business received the approval of shareholders on 29^th September, 2023, followed by the formal execution of the Business Transfer Agreement (BTA) on 30^th September, 2023. In alignment with Ind AS 103 "Business

6. SUBSIDIARIES

As on 31^st March, 2024, the Company had One (01) Indian Subsidiary and One (01) Foreign Subsidiary.

The provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied with, to the extent applicable.

The information as required under the first provision to sub-section (3) of Section 129 is given in Form AOC-1 in Annexure 4.

7. ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, would be available on the website of the Company at www.trejhara.com.

8. CORPORATE GOVERNANCE

The Report on corporate governance as per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the LODR"), forms part of this Annual Report. Further, the requisite certificate from M/s. Yogesh D. Dabholkar & Co, Practicing Company Secretaries, confirming the compliance with the conditions of corporate governance has been included in the said Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis for the year under review, as required under Regulation 34 (2) (e) of the LODR has been covered in a separate section forming part of this Annual Report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that the Corporate social responsibility is the commitment of businesses to contribute to sustainable economic development by working with local community and society at large, to improve their lives in ways that are good for business and for development.

The CSR Committee of the board overseas the implementation of CSR Projects in line with CSR Policy. The CSR Policy of the Company is available on the website of the Company at www.trejhara.com

During the year under review, the Company has contributed ' 20 lakhs (Twenty lakhs) to Saamarthya Foundation, based in Ahmedabad (Gujarat)

having registration no. CSR00064539 for providing education, welfare of society, women empowerment, health related activities as per provisions of Sec. 135 of the Act.

The Board has re-constituted a CSR committee post retirement of Ms. Kalpana Sah which comprises of following members:

Ms. Chetana Dasare - Chairperson

Mr. Amit Sheth - Member

Mr. Paresh Zaveri - Member

The CSR Committee, inter alia determines/ recommends the budget for funding various charitable activities and the recommends the contributions to be made to various initiatives.

The disclosures, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure 1".

11. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has an internal control system which commensurate with the size, scale and nature of its operations. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the work performed by the auditors and consultants including the reviews performed by the Management of the Company, the Board is of the opinion that internal financial controls were adequate during the financial year 2023-2024.

In terms of the provisions of Section 134(3)(c) of the Act, the Board confirms that:

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

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st march, 2024 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DIRECTOR'S/KEY managerial personnel (kmp)

As on 31^st March, 2024, the Company has six

Directors comprising of one Executive Director and

5 Non-Executive Directors, out of which three are

Independent Directors including a woman director.

• Appointment/ Retirement

Ms. Kalpana Shah (DIN: 05177661), who served as an Independent Director, retired from her position effective 27^th August, 2023. In order to comply with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, ("SEBI LODR"), a listed entity shall have at-least one Woman Independent Director and half of the Board should comprise of Independent Directors. In accordance with these requirements, the Board, in their meeting held on 12^th December, 2023, appointed Ms. Chetana Dasare (DIN: 09788754) as an Additional Non-Executive Independent Director, effective from 12^th December, 2023. Ms. Dasare's appointment was approved and regularized by the shareholders under Section 152 of the Companies Act, 2013, as confirmed by the results of the postal ballot dated 06^th March,2024.

In the opinion of the Board, Ms. Chetna Dasare, Independent Director fulfills the criteria of independence, integrity, expertise and has required experience as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management.

• Re-appointment of Mr. Amit Sheth (DIN: 00122623) as a Whole Time Director of the company

Mr. Amit Sheth was appointed as Whole Time Director of the Company for a period of Five years effective from 20^th December, 2018. Mr. Amit Sheth is a promoter director on the Board of the Company. Keeping in view his long association with the Company, his expertise, qualifications and experience, as also the increased responsibilities on account of various expansion plans undertaken by the Company and its subsidiaries, the Board of Directors on the recommendations of Nomination and Remuneration Committee, has approved and recommend re-appointment of Mr. Amit Sheth for a further term of Three years with effect from 20^th December, 2023 and same approved by the shareholders of the company via postal ballot on 6^th March, 2024.

• Re-appointment on account of retirement by rotation

In terms of Section 152 (6) of the Companies Act, 2013 and as per Article 34 (l) of the Articles of Association of the Company, one third of the Directors other than Independent Directors are liable to retire by rotation at the Annual General Meeting of the Company. Mr. Snehal Pandit, Non-Executive Non Independent Director, (DIN: 0891030), is liable to retire by rotation and offers himself for re-appointment.

The information as required to be disclosed under regulation 36 of the LODR and brief profile of director in case of re-appointment of director is incorporated in explanatory statement of AGM Notice forming part of the Annual Report.

• Key Managerial Person

Mr. Nilesh Kharche had resigned from his position as the Company Secretary and Compliance Officer of the Company and he was relieved from his duties effective from 7^th July, 2023. Mr. Shardul Inamdar was appointed as the Company Secretary and Compliance Officer of the Company at the board meeting held on 10^th August,2023 for filling in the vacancy.

Pursuant to the provisions of Section 203 of the Act, as on the date of this report, the Key Managerial Personnel of the Company comprised of Mr. Amit Sheth, Chairman and

Whole Time Director, Mr. Vimal Garachh, Chief Financial Officer and Mr. Shardul Inamdar, Company Secretary.

14. PERFORMANCE EVALUATION

The Company's policy relating to the appointment and remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report. The Board of Directors annually evaluates its own performance and that of its committees and Individual Directors.

The Board has formulated the Nomination and Remuneration Policy for selection and appointment of Directors, senior management personnel and their remunerations.

15. DECLARATION OF INDEPENDENCE:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

None of the directors of the Company is disqualified under the provisions of the Act or under the LODR. All Independent Directors have provided confirmations as contemplated under section 149(7) of the Act.

16. MEETINGS

During the year under review, the Board met seven times. For details of meetings of the Board, please refer to the Corporate Governance Report, which is part of this report.

17. COMMITTEES

As on the date of this report, the Board has following committees applicable under the Act/LODR:

i) Audit Committee;

ii) Nomination and Remuneration/Compensation Committee;

iii) Stakeholder Relationship/Investor Grievance and Share Transfer Committee; and

iv) Corporate Social Responsibility Committee.

The detailed information in relation to these committees, including composition and the terms

of reference and other details are provided in Corporate Governance Report.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established the necessary vigil mechanism and has put in place a Whistle Blower policy in order to enable the employees and Directors of the Company to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their concerns. This policy is available on the website of the Company at www.trejhara.com.

19. RISK MANAGEMENT POLICY

The Company has formulated a comprehensive Risk Management Policy to identify, assess and mitigate various risks associated with the Company. The detailed section on business risks and opportunities forms part of Management Discussion and Analysis Report, which forms part of the Annual Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of loans, guarantees and investments, covered under the provisions of Section 186 of the Act, are given under the note no. 37 to the standalone financial statements forming part of this annual report.

21. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions concerning related party transactions as prescribed under SEBI (Listing obligations and disclosures requirements) Regulations 2015, The Companies Act 2013 and other applicable provision, the board of directors and Audit committee has formulated a policy which provides framework for regulating the transactions between Trejhara and the related parties and group companies. The policy called 'TSL- Policy on Related Party Transaction's is available on the website of the company (www.trejhara.com ). This policy puts emphasis on the governance, transparency & reporting as their critical elements for regulating the related party transactions.

It is confirmed that

a) All the transactions with related parties, during FY 24, were in conformity with the 'TSL- Policy on Related Party Transactions' and were approved by the Audit committee and the Board of Directors in the manner prescribed under the Policy.

b) The Audit committee had granted omnibus approved for certain related party transactions of repetitive in nature, at the beginning of FY 24. The details of such transactions were placed before the Audit committee on quarterly basis.

c) The Audit committee has laid down the criteria for determining material related party transactions. The details of all material related party transactions are available in Form AOC-2 forming the part of this Annual Report (Annexure 5).

The details of transactions entered into with the related parties are disclosed in the note no. 42 to the stand-alone financial statements forming part of this Annual Report.

22. PUBLIC DEPOSITS

During the year, the Company has neither invited nor accepted any public deposits.

23. AUDITORS AND THEIR REPORTING

M/s. Bansi Khandelwal & Co, Chartered Accountants (Firm Registration No. 14580W) were appointed as Statutory Auditors of the Company for a period of four years at the Fourth Annual General Meeting ("AGM") held on 24^th September, 2021 to hold office till the conclusion of Eighth AGM.

Further, in terms of the Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Bansi Khandelwal & Co, Chartered Accountants have confirmed that they hold a valid certificate issued by the 'Peer Review Board' of ICAI and have provided a copy of the said certificate to your Company for reference and records. (No qualifications, adverse remarks by stat auditors)

The Statutory Auditors of the Company has stated in their report that, during the course of Audit no fraud on or by the Company has been noticed or reported.

24. SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Yogesh D. Dabholkar & Co, Company Secretary, Company Secretary in Practice to conduct the Secretarial Audit for the financial year under review. The Report of the Secretarial Audit in the form MR -3 is annexed herewith as "Annexure 2".

The observations raised by the Secretarial Auditor and Board's response thereto are as under:

Observation:

1) For the period from 28^th August, 2023 till 11^th December, 2023, Composition of Board of Directors (with regard to Woman Director and Minimum Number of Directors on Board), Nomination and Remuneration Committee (with regard to minimum number of Directors, Independent Directors in the committee and Chairperson of the Committee), Stakeholders Relationship Committee (with regard to Chairperson of the Committee and minimum number of Directors, Independent Directors in the committee) was not in conformity with the LODR Regulations.

2) The office of one of the Director on the Board was vacated on 27^th August, 2023 which was not filled within prescribed time of 3 months as per LODR Regulations, from the date of such vacancy.

3) The chairperson of Stakeholders Relationship Committee was not present for the Annual General Meeting held on 29^th September, 2023.

Company Response for Observation (1), (2) and (3):

Ms. Kalpana Sah, an Independent Director of the Company retired effective from August 27,2023 and after end of her term she did not seek re-appointment due to her personal commitment. She was also chairperson of Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee ("Committees") of the Company.

The Company was in search of suitable candidate for induction of independent director on the Board of the Company and appointed Ms. Chetana Dasare (DIN: 09788754) as an Independent Director with effect from December 12, 2023. Her appointment resulted into restoration of Board Composition in accordance with Regulation 17 of SEBI LODR. The Committees were also reconstituted by appointing Ms. Chetana Dasare as the Chairperson of the Committees.

The Company complied with the requirement of Regulation 17, 19 and 20 of the SEBI(LODR) Regulations 2015 effective from the appointed date.

Observation:

4) Independent director of the Company, was not appointed on the board of directors of Aurionpro Solutions W.L.L., being the material subsidiary of the listed entity as per LODR Regulations.

Company Response:

As a part of business re-orientation strategy, the management had identified Aurionpro Solutions W.L.L. as a non-core subsidiary from the commencement of FY 24. Considering the above, the Board of Directors in-principally agreed to divest Aurionpro Solutions W.L.L on 06^th September, 2023. For which the final approval was given by the Board of Directors on 09^th November, 2023 and the same was subsequently approved by the Shareholders 06^th March, 2024. Hence, the independent director was not appointed in Aurionpro Solutions W.L.L.owing to the intentions of the Management to divest the entity.

Observation:

5) Compulsorily Convertible Debentures issued by the Auroscient Outsourcing Limited ("Subsidiary Company") amounting to ' 63,95,00,000 which was subscribed by the Company being the event which was material for the Company was not disclosed to BSE and NSE under Regulation 30 of LODR Regulations.

Company Response:

The Company had reported the subscription of Compulsorily Convertible Debentures which was issued by its wholly-owned subsidiary Auroscient Outsourcing Limited in the Notes to Accounts of the Financial Results for the quarter and half- year ended on 30^th September, 2023 and the same was also reported in the Related Party Transaction details for the half year ended 30^th September, 2023.

25. PARTICLUARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investor@trejhara.com.

The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(l) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 3".

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of section 134(3)(m) of the Act, read with rule 8 of the Chapter IX of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information:

> Conservation of Energy:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

> Technology Absorption:

The Company continues to adopt latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

> Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place necessary policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC)

has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaints under the policy.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

29. COST RECORDS

The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Act.

30. DISCLAIMER AND FORWARD-LOOKING STATEMENT

The statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

31. AFFIRMATIONS ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

There are no such proceedings or appeals pending and no application has been filed under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year upto the date of this report.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the Banks or Financial Institutions.

34. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by all the stakeholders including Company's employees, the financial institutions, banks, customers, vendors, members and other government departments and authorities.