Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Trigyn Technologies Ltd. Proxy Solicitation & Information Statement 2026

May 22, 2026

62641_rns_2026-05-22_98685146-c65b-4f65-975d-fc5a6103d72b.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

TRIGYN technologies

May 22, 2026

| BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai – 400 001

Scrip Code: 517562
Scrip ID: TRIGYN | National Stock Exchange of India Limited
Exchange Plaza
Plot no. C/1, G Block
Bandra Kurla Complex
Bandra (East)
Mumbai - 400 051

Company Code: TRIGYN |
| --- | --- |

Subject: Notice of Postal Ballot

Dear Sir / Ma’am,

We enclose herewith a copy of the Notice of Postal Ballot (‘Notice’) of Trigyn Technologies Limited (‘the Company’) along with the Statement pursuant to the applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking approval of the Members of the Company on the Special and Ordinary resolutions forming part of the Notice.

In accordance with the General Circulars issued by the Ministry of Corporate Affairs as listed in the Notice, the Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from Kfin Technologies Limited, the Company’s Registrar and Transfer Agent (‘RTA’) / Depositories as on Friday, May 15, 2026 (‘Cut-Off date’) and whose email addresses are registered with the Company / RTA / Depository Participants (in case of electronic shareholding) or who will register their email address in accordance with the process outlined in the Notice. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-voting facility to its Members and accordingly, the communication of assent or dissent of the Members would only take place through the remote e-voting system. The remote e voting shall commence on Tuesday, May 26, 2026, at 9:00 a.m. (IST) and shall end on Wednesday, June 24, 2026, at 5:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date. The instructions for remote e-voting are provided in the Notes to Notice.

The said Notice is also being made available on the website of the Company at www.trigyn.com and on the website of NSDL at www.evoting.nsdl.com

Trigyn Technologies Limited
27 SDF-1, SEEPZ, Andheri (East), Mumbai 400 096, India.
Phone: +91-22-6140-0909 | Email: [email protected]
www.trigyn.com | CIN: L72200MH1986PLC039341


TRIGYN
technologies

This disclosure is being given pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Kindly take the same on record.

Thanking you,
Yours faithfully,
For Trigyn Technologies Limited

Anmol
Sanjay
Chaturvedi
Anmol Chaturvedi

Digitally signed by
Anmol Sanjay
Chaturvedi
Date: 2026.05.22
22:58:02 +05'30'

Company Secretary & Compliance Officer
Membership No. ACS 73871

Trigyn Technologies Limited
27 SDF-1, SEEPZ, Andheri (East), Mumbai 400 096, India.
Phone: +91-22-6140-0909 | Email: [email protected]
www.trigyn.com | CIN: L72200MH1986PLC039341


TRIGYN

technologies

TRIGYN TECHNOLOGIES LIMITED

CIN: L72200MH1986PLC039341

Registered Office: 27, SDF - 1, SEEPZ-SEZ, Andheri (East) Mumbai 400 096.

Tel: +91 22 6140 0909; Website: www.trigyn.com; Email: [email protected]

NOTICE OF POSTAL BALLOT AND E-VOTING

Notice of Postal Ballot pursuant to Section 110 of the Companies Act, 2013 and Companies (Management & Administration) Rules, 2014.

E-VOTING STARTS ON E-VOTING ENDS ON
May 26, 2026 June 24, 2026

Dear Members,

Notice is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules"), as amended from time to time, read with Secretarial Standard-2 on General Meetings ("SS-2"), Regulation 44 and other applicable provisions of the SEBI (LODR) Regulations ("Listing Regulations"), and in accordance with the applicable circulars issued by the Ministry of Corporate Affairs ("MCA"), including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 9/2023 dated September 25, 2023, and any further amendments or re-enactments thereof (collectively referred to as the "MCA Circulars"), that the resolutions set out in this Notice are proposed to be passed by the Members of Trigyn Technologies Limited (the "Company") by means of Postal Ballot through remote e-voting only.

An Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the resolution, setting out the material facts and reasons thereof, is appended along with this Notice.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules and Regulation 44 of the Listing Regulations and MCA Circulars, the manner of voting on the proposed resolutions is restricted to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-Voting are being sent only through electronic modes to those members whose email address is registered with the Company / Depository Participants. The Company is offering facility of e-voting to all the Members to enable them to cast their votes electronically, in lieu of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

The Company will send Postal Ballot Notice only by email to all Members who have registered their email addresses with the Company / KFin Technologies Limited, the Registrar and Share Transfer Agent of the Company ('RTA') or Depository / Depository Participants and whose name appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, May 15, 2026 ("cut-off date").

The Company has engaged the services of National Securities Depository Limited (NSDL) for providing remote e Voting facility to all its members. The Members (whether holding shares in demat form or in physical form) are requested to read the related notes to this Postal Ballot Notice and instructions given thereunder carefully and cast their votes by e-Voting.

The remote e-Voting period commences on Tuesday, May 26, 2026 at 9:00 A.M. (IST) and ends on Wednesday, June 24, 2026 at 5:00 P.M. (IST) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast their vote through remote e-voting not later than 5:00 P.M. (IST) on Wednesday, June 24, 2026.

Upon completion of the scrutiny of the votes cast through remote e-voting, the Scrutinizer will submit his report to the Company and the results of the Postal Ballot shall be declared by any Director or the Company Secretary duly authorised by the Board in this regard, on or before Friday, June 26, 2026.


The said results would be intimated to the National Stock Exchange of India Limited and the BSE Limited, where the shares of the Company are listed and will also be uploaded on the Company's website https://www.trigyn.com/ and on the website of National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com/

The Scrutinizer's decision on the validity of the Postal Ballot shall be final. The Company will also display the results of the Postal Ballot at its Registered Office. The last date of remote e-voting, i.e., Wednesday, June 24, 2026, shall be deemed to be the date on which the resolution(s) shall be deemed to have been passed, if approved by the requisite majority.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014 the Board of Directors of your Company has appointed Mr. Anmol Jha (FCS 5962), Anmol Jha & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot and e-voting process in a fair and transparent manner.

Resolution No. 1

Continuation of Directorship of Dr. Raja Mohan Rao Potluri (DIN: 00157346) as Non-Executive, Non-Independent Director (Promoter Category) upon attaining the age of 75 years

To consider and if thought fit, to pass the following Resolution as an Special Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 17(1A) read with Regulation 17 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), as amended from time to time, and pursuant to the applicable provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules made thereunder, and in accordance with the provisions of the Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded for continuation of directorship of Dr. Raja Mohan Rao Potluri (DIN: 00157346), who will attain the age of seventy-five (75) years on July 15, 2026, as a Non-Executive, Non-Independent Director (Promoter Category) of the Company, liable to retire by rotation, with effect from July 15, 2026.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any Committee thereof) and/or the Company Secretary of the Company be and are hereby jointly and/or severally authorised to do all such acts, deeds, matters and things, and to take all such steps as may be necessary, proper or expedient, including but not limited to filing of necessary forms and returns with the Registrar of Companies, making necessary disclosures and intimations to the Stock Exchanges in terms of the LODR Regulations, and to do all such acts, deeds and things as may be required to give effect to this Resolution, including settling any questions, difficulties or doubts that may arise in this regard."

Resolution No. 2

Re-appointment of Ms. Lakshmi Potluri (DIN: 07382768) as an Independent Director

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, and pursuant to Regulation 16(1)(b), Regulation 25 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Ms. Lakshmi Potluri (DIN: 07382768), who has submitted a declaration confirming that she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the LODR Regulations and who is eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years commencing from August 11, 2026 up to August 10, 2031.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any Committee thereof) and/or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things, including statutory filings with the Registrar of Companies and intimations to the Stock Exchanges, and to take all such steps as may be necessary, proper or expedient to give effect to this Resolution."

Resolution No. 3

Approval for Continuation and Renewal of Consultancy Services Agreement with Mr. R. Ganapathi (DIN: 00103623)

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 188, 197 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing


Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the recommendation of the Audit Committee and approval of the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for continuation and renewal of the Consultancy Services arrangement with Mr. R. Ganapathi (DIN: 00103623), Non-Executive Director of the Company, being a related party and holding office or place of profit under Section 188(1)(f) of the Companies Act, 2013, for a further period of 1 (one) year commencing from February 20, 2026 upto February 19, 2027, at a Consultancy Fee of Rs. 12,00,000/- (Rupees Twelve Lakhs Only) per annum payable on a monthly basis, together with applicable taxes and reimbursement of expenses, if any, and on such other terms and conditions as may be set out in the Consultancy Services Agreement executed/to be executed between the Company and Mr. R. Ganapathi.

RESOLVED FURTHER THAT the Consultancy Services continued to be availed from Mr. R. Ganapathi during the period commencing from February 20, 2026 till the date of approval of this Resolution by the Members of the Company, on the existing terms and conditions, be and are hereby taken on record and approved.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) and/or the Company Secretary of the Company be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, expedient or desirable to give effect to this Resolution."

By Order of the Board of Directors
For Trigyn Technologies Limited

Sd/-

Anmol Chaturvedi
Company Secretary & Compliance Officer
Membership No.: ACS 73871

Regd. Office:
27, SDF I, SEEPZ, M.I.D.C.,
Andheri (East),
Mumbai - 400 096,

Place: Mumbai
Date: May 22, 2026


4

Notes:

  1. The explanatory statement pursuant to Section 102 read with Section 110 of the Act stating all material facts and the reason/ rationale for the proposal is annexed herewith. Details in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 forms part of the explanatory statement forming part of this Notice.

  2. This Postal Ballot Notice is being sent to the Members whose names appear in the Register of Members / list of beneficial owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") and whose e-mail addresses are registered with the Company / Depository Participant(s), as on Friday, May 15, 2026 ("Cut-off Date").

  3. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.

  4. Members may note that, the Postal Ballot Notice is also available on website of the Company i.e. on https://www.trigyn.com/ and website of stock exchanges i.e. https://www.bseindia.com/ and https://www.nseindia.com/ and on the website of National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com/

  5. The voting rights of Members shall be in proportion to their shares of the paid-up Share Capital of the Company as on cut-off date i.e. as on Friday, May 15, 2026 ("Cut-off Date").

  6. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

  7. The resolution(s), if passed by the requisite majority through Postal Ballot, shall be deemed to have been passed on the last date specified for remote e-voting, i.e., Wednesday, June 24, 2026. Further, resolution(s) passed by the Members through Postal Ballot shall be deemed to have been passed as if the same had been passed at a General Meeting of the Members.

  8. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced not later than 48 hours from the conclusion of e-voting and will also be displayed on the Company's website https://www.trigyn.com/ and on the website of National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com/, and communicated to the stock exchanges and RTA.

  9. All material documents referred to in the explanatory statement will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by e-voting. Alternately, Members may also send their requests to [email protected] or [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.

  10. In accordance with the MCA Circulars, the Members are requested to take note of the following:

Members holding shares of the Company in electronic form can verify/update their email address and mobile number with their respective DPs. Members can also temporarily update their email address and mobile number with RTA, by following the procedure given below:

  • Visit the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx
  • Select the company name: Trigyn Technologies Limited
  • Enter DP ID & client ID (in case shares are held in electronic form)/physical folio no. (in case shares are held in physical form) and Permanent Account Number ("PAN")
  • In case of shares which are held in physical form, if PAN is not available in the records, please enter any one of the share certificate numbers in respect of the shares held by you.
  • Enter the email address and mobile number.
  • System will check the authenticity of the DP ID & client ID/physical folio no. and PAN/ share certificate number, as the case may be and send the one-time password ("OTP") to the said mobile number and email address for validation.
  • Enter the OTP received by SMS and email to complete the validation process. (Please note that the OTP will be valid for 5 minutes only).
  • In case the shares are held in physical form and PAN is not available, the system will prompt you to upload the self-attested copy of your PAN.

  • System will confirm the email address for the limited purpose of serving this Postal Ballot Notice and the e-voting instructions along with the user ID and password.

Alternatively, Members may send an email request to [email protected] along with the scanned copy of their request letter duly signed by the Member (first member if held jointly), providing the email address, mobile number, self-attested copy of PAN and client master copy in case shares are held in electronic form or copy of the share certificate in case shares are held in physical form, to enable RTA to temporarily register their email address and mobile number. However, Members holding shares in electronic form, will have to once again register their email address and mobile number with their DPs, to permanently update the said information. In case of any queries, in this regard, Members are requested to write to [email protected] or contact RTA at toll free number: 1800-309-4001

  1. Members holding shares in electronic form are therefore, requested to submit their PAN to their depository participant(s). In case a holder of physical securities fails to furnish these details or link their PAN with Aadhaar before the due date, RTA is obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the RTA / the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.

E-voting:

a. In compliance with Regulation 44 of the Listing Regulations and Section 108 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and the relevant MCA Circulars, the Company is pleased to provide facility of e-voting to enable its Members to cast their votes electronically in respect of the resolution as set out in this Postal Ballot Notice.

b. The remote e-voting period commences on Tuesday, May 26, 2026 at 9:00 A.M. (IST) and ends on Wednesday, June 24, 2026 at 5:00 P.M. (IST) (both days inclusive). The remote e-voting shall not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

c. The voting rights of the Members shall be in proportion of their shareholding to the total issued and paid-up equity share capital of the Company as on the Cut-off Date i.e. Friday, May 15, 2026.

d. Members holding shares either in physical form or dematerialized form, as on the Cut-off Date i.e. Friday, May 15, 2026. (including those Members who may not receive this Postal Ballot Notice due to non-registration of their email address with RTA or the DPs, as aforesaid) can cast their votes electronically, in respect of the resolution as set out in this Postal Ballot Notice only through the e-voting.

INSTRUCTIONS FOR E-VOTING:

The way to vote electronically on NSDL e-voting system consists of "Two Steps" which are mentioned below:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically on NSDL e-Voting system.

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.


Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL. 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

6


7

Type of shareholders Login Method
Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.


c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  2. Now, you will have to click on "Login" button.
  3. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system.

  1. After successfully logging in following Step 1, you will be able to see the EVEN of all companies in which you hold shares and whose voting cycle is in active status.
  2. Select the EVEN of Trigyn Technologies Limited.
  3. Now you are ready for e-voting as the voting page opens.
  4. Cast your vote by selecting the appropriate options i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on the 'Submit' and 'Confirm' buttons when prompted.
  5. Upon confirmation, the message, 'Vote cast successfully', will be displayed.
  6. You can also take a printout of the votes cast by you by clicking on the 'Print' option on the confirmation page.
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for procuring user ID and password for e-voting for those shareholders whose email IDs are not registered with the depositories / Company

  1. Shareholders may send a request to [email protected] for procuring user ID and password for e-voting.
  2. If shares are held in physical mode, please provide Folio Number, name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card)
  3. In case shares are held in demat mode, please provide DP ID and Client ID (16-digit DP ID + Client ID or 16-digit beneficiary ID), name of Member, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self attested scanned copy of Aadhaar Card).
  4. If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e. Login method for e-voting and voting during the meeting for individual shareholders holding securities in demat mode.

9

Information at glance

Particulars Notes
Cut-off Date to determine eligible numbers to vote on the resolution Friday, May 15, 2024
Voting start time and date 9.00 a.m. IST, Tuesday, May 26, 2026
Voting end time and date 5.00 p.m. IST, Wednesday, June 24, 2026
Date on which the resolution is deemed to be passed Last date of Voting, Wednesday June 24, 2026
Name, address and contact details of Registrar and Share Transfer Agent. Contact name:
Mr. Dnyanesh Gharote
Vice President
KFin Technologies Limited
Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500032
Contact details: [email protected]
Contact number – 1800-309-4001
Name, address and contact details of e-voting service provider Contact name:
Mr. Sanjeev Yadav
Deputy Manager
National Securities Depository Limited (NSDL) 301, 3rd Floor, Naman Chambers, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai – 400051, Maharashtra, India.
Contact details: [email protected] ; Contact number- 022 - 4886 7000 and 022 - 2499 7000
NSDL e-voting website address https://www.evoting.nsdl.com/

10

EXPLANATORY STATEMENT

(pursuant to Sections 102(1) and 110 of the Companies Act, 2013)

The following Statement sets out all material facts relating to the businesses mentioned under Item Nos. 1 of the accompanying Notice:

Resolution No. 1

Continuation of Directorship of Dr. Raja Mohan Rao Potluri (DIN: 00157346)

Dr. Raja Mohan Rao Potluri (DIN: 00157346) is a Non-Executive, Non-Independent Director (Promoter Category) of the Company and has been associated with the Board of the Company, contributing to its governance and strategic oversight.

Dr. Potluri possesses extensive and distinguished experience across technology, infrastructure and digital ecosystems, including significant exposure to large-scale connectivity, digital enablement and public sector technology initiatives. His diverse industry experience, coupled with his strategic insight and leadership perspective, enables him to contribute effectively to the Board's deliberations and decision-making processes.

At the Board level, Dr. Potluri provides valuable inputs on key strategic matters, business direction and long-term growth initiatives of the Company. His perspective has supported the Company in strengthening its focus on IT services, digital transformation and e-governance solutions, while also enhancing its ability to respond to evolving technology landscapes and client requirements.

Dr. Potluri continues to contribute through active participation in Board discussions, offering guidance on matters relating to business strategy, infrastructure alignment and long-term value creation. His involvement at the Board level reflects his commitment to ensuring sustainable growth and governance standards within the Company.

He functions strictly in a non-executive capacity and is not involved in the day-to-day management of the Company. His role is limited to providing strategic guidance, oversight and independent judgement at the Board level.

In terms of Regulation 17(1A) of the SEBI (LODR) Regulations, approval of the Members by way of a Special Resolution is required for continuation of directorship of a Non-Executive Director who has attained the age of seventy-five (75) years.

Dr. Potluri will attain the age of 75 years on July 15, 2026 and accordingly, approval of the Members is being sought for continuation of his directorship.

The Board of Directors, having regard to his extensive experience, domain expertise, sustained contribution and active engagement at the Board level, is of the considered opinion that his continued association would be in the best interest of the Company and its stakeholders.

Dr. Potluri is liable to retire by rotation and is entitled to receive sitting fees for attending meetings of the Board and Committees thereof, as approved by the Board, in accordance with the provisions of the Companies Act, 2013.

Dr. Potluri is related to Bhavana Potluri Rao, Executive Director of the Company.

Except Dr. Potluri and his relative as mentioned above, none of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in this Resolution.

Resolution No. 2

Approval for Re-appointment of Ms. Lakshmi Potluri (DIN: 07382768) as an Independent Director

Ms. Lakshmi Potluri (DIN: 07382768) was appointed as an Independent Director of the Company for a term of five (5) consecutive years commencing from August 11, 2021, up to August 10, 2026.

Pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV thereto and the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 25 and other applicable provisions of the SEBI (LODR) Regulations, an Independent Director is eligible for re-appointment for a second term of five (5) consecutive years, subject to approval of the Members by way of a Special Resolution.

Accordingly, approval of the Members is being sought for re-appointment of Ms. Lakshmi Potluri as an Independent Director of the Company for a second term of five (5) consecutive years commencing from August 11, 2026, up to August 10, 2031.

The Nomination and Remuneration Committee has carried out a formal performance evaluation of Ms. Lakshmi Potluri, considering her participation and contribution in Board and Committee meetings, quality of inputs in strategic deliberations and governance oversight.

Ms. Lakshmi Potluri, being the Chairperson of the Nomination and Remuneration Committee, did not participate in the discussion and recommendation relating to her own re-appointment.


Based on the outcome of such evaluation and having regard to her skills, experience, expertise and continued contribution, the Nomination and Remuneration Committee has recommended her re-appointment. The Board of Directors, upon consideration of the said recommendation, has approved the re-appointment, subject to approval of the Members.

Ms. Lakshmi Potluri has submitted requisite declarations confirming that:

  • she meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the LODR Regulations;
  • she is not disqualified from being appointed as a Director under Section 164 of the Act;
  • she has not been debarred from holding office by SEBI or any other authority.

In the opinion of the Board, she fulfils the conditions specified for an Independent Director and is independent of the management.

She shall not be liable to retire by rotation and shall be entitled to receive sitting fees and commission, if any, as approved by the Board.

Except Ms. Lakshmi Potluri and her relatives, none of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in this Resolution.

Resolution No. 3

Approval for Continuation and Renewal of Consultancy Services of Mr. R. Ganapathi (DIN: 00103623)

Mr. R. Ganapathi (DIN: 00103623) is a Non-Executive Director of the Company and possesses extensive experience in the areas of infrastructure, power and technology-oriented business environments, having held senior positions in reputed organisations and contributed to various industry and professional bodies.

With a view to continue availing the benefit of his experience and expertise at a strategic and advisory level, the Company had entered into a Consultancy Services Agreement with Mr. R. Ganapathi for rendering consultancy and advisory services to the Company.

The earlier Consultancy Services arrangement expired on February 19, 2026. In view of continued business requirements and the need for his strategic and advisory support, the Company continued to avail consultancy services from Mr. R. Ganapathi on the existing terms and conditions.

The Audit Committee has reviewed the nature, terms and business rationale of the proposed transaction and accorded its approval. The Board of Directors has also approved the continuation and renewal of the Consultancy Services arrangement, subject to approval of the Members of the Company.

Accordingly, approval of the Members is being sought for continuation and renewal of the Consultancy Services arrangement with Mr. R. Ganapathi for a further period of 1 (one) year commencing from February 20, 2026 upto February 19, 2027, at a consultancy fee of Rs. 12,00,000/- (Rupees Twelve Lakhs Only) per annum payable on a monthly basis, inclusive of applicable taxes. Reimbursement of expenses, if any, incurred in connection with the services rendered shall be payable separately.

The Company has derived and continues to derive benefit from the expertise, experience and advisory support provided by Mr. R. Ganapathi and the proposed transaction is considered to be in the best interest of the Company.

The proposed transaction falls within the purview of Related Party Transactions under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and Section 188 of the Companies Act, 2013. Accordingly, approval of the Members is being sought by way of an Ordinary Resolution.

Detailed information as required to be disclosed pursuant to Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 is provided below:

Sr. No. Information to be disclosed Particulars
(a) Name of the related party and nature of relationship Mr. R. Ganapathi (DIN: 00103623) – Non-Executive Director of the Company
(b) Nature, duration and particulars of the contract or arrangement Continuation and renewal of Consultancy Services arrangement for a further period of 1 (one) year commencing from February 20, 2026 upto February 19, 2027

Sr. No. Information to be disclosed Particulars
(c) Material terms of the contract or arrangement including value, if any Consultancy fee of Rs. 12,00,000/- (Rupees Twelve Lakhs Only) per annum payable on monthly basis. In addition, reimbursement of actual expenses incurred, if any, in connection with the services rendered shall be paid separately
(d) Any advance paid or received for the contract or arrangement, if any No advance is paid or received from the related party
(e) The manner of determining the pricing and other commercial terms Based on experience, expertise, scope of consultancy and advisory services and prevailing industry practices
(f) Whether all factors relevant to the contract have been considered, if not, details of factors not considered with rationale All relevant factors relating to the Consultancy Services arrangement have been considered
(g) Any other information relevant or important for the Members to take a decision on the proposed transaction The Company continues to derive strategic and advisory support from Mr. R. Ganapathi and the proposed transaction is considered to be in the best interest of the Company

In terms of Regulation 23 of the SEBI LODR Regulations, all related parties shall abstain from voting on this Resolution.

The Consultancy Services Agreement executed/to be executed between the Company and Mr. R. Ganapathi shall be available for inspection by the Members at the Registered Office of the Company during business hours on all working days up to the last date of remote e-voting.

Mr. R. Ganapathi and his relatives may be deemed to be concerned or interested in this Resolution.

None of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in this Resolution.

The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members.

By Order of the Board of Directors
For Trigyn Technologies Limited

Sd/-

Anmol Chaturvedi
Company Secretary & Compliance Officer
Membership No.: ACS 73871

Regd. Office:
27, SDF I, SEEPZ, M.I.D.C.,
Andheri (East),
Mumbai - 400 096,

Place: Mumbai
Date: May 22, 2026.