Transchem Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Forty-Eighth (48th) Annual Report of Transchem Limited (hereinafter referred to as “the Company”) along with the Audited Financial Statements for the Financial Year ended March 31, 2025 (hereinafter referred to as “year under review” or “year” or “FY 2024-2025”).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactments) thereof, for time being in force) (hereinafter referred to as “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2025 and upto the date of the Board Meeting held on May 20, 2025 to approve this Report.

FINANCIAL RESULTS

A summary of the financial performance of your Company for the financial year ended March 31, 2025, is as under:

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Revenue from Operations	263.04	41.00
Other Income	853.25	739.70
Total Income	1,116.29	780.70
Total Expenses	410.00	215.40
Profit before tax	706.29	565.30
Less: tax expenses	183.70	144.96
Profit after tax	522.59	420.34
Other Comprehensive Income / (Loss)for the year,	(155.65)	560.04
Net of Taxes	-	-
Total Comprehensive Income/(Loss) for the year	366.94	980.38

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS

The total income for FY 2024-2025 was Rs. 1,116.29 Lakhs as compared to Rs. 780.70 Lakhs recorded during the previous financial year. The profit for the financial year ended March 31, 2025, increased to Rs. 522.59 Lakhs as against the net profit of Rs. 420.34 Lakhs for the previous financial year.

Review of Business Operations

The Company has expanded its business to include trading in agricultural goods. The Company is strategically poised to explore new opportunities and adopt innovative practices to drive growth and success.

Employee Benefits Expenses and Depreciation

The Employee benefits expenses for FY 2024-2025 stands at Rs. 67.00 Lakhs which was comparatively lower as compared with Rs. 89.85 Lakhs for FY 2023-2024. Depreciation and amortization cost for FY 2024-2025 stood at Rs. 0.57 Lakhs as compared with that of Rs. 0.81 Lakhs for FY 2023-24.

DIVIDEND

With a view to conserve resources, your directors have not recommended any dividend to the equity shareholders.

TRANSFER TO RESERVE

The Board opted not to propose any transfer to reserve at this time, choosing instead to allocate resources toward opportunities that may foster growth and resilience in the future. The decision reflects a careful consideration of our current needs and a strategic approach.

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2025, was Rs. 1,224.00 Lakhs divided into 1,22,40,000 Equity Shares of Rs. 10/- each. The Companys equity share capital is listed on the BSE Limited (“BSE”). The shares are traded on BSE and have not been suspended from trading.

During the year under review, the Company has not issued any shares or other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company has not resorted to buy back any of its shares. None of the Directors of the Company holds instruments convertible into equity shares of the Company.

CORPORATE GOVERNANCE

Pursuant to Schedule V to the SEBI Listing Regulations, the following Reports/ Certificates form part of the Annual Report:

• Report on Corporate Governance;

• the Certificate duly signed by the Chief Financial Officer on the financial statements of the Company for the year ended March 31, 2025 as submitted to the Board of Directors at its meeting held on May 20, 2025;

• the declaration by the Whole-Time Director regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct; and

• an analysis of the business and financial performance is given in the Management Discussion and Analysis, which forms a part of the Annual Report.

The Secretarial Auditors Certificate on Corporate Governance is annexed to this report as “Annexure VI”. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, capturing your Companys performance, industry trends and other material changes with respect to your Company, wherever applicable and future outlook as stipulated under the SEBI Listing Regulations is forming an integral part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company does not have any subsidiary, associate or joint venture.

Further, during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

There was no guarantee given or security provided pursuant to Section 186 of the Act during the financial year under review.

The details of loan given and investment made during the financial year have been disclosed in the financial statements. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Transchems CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in “Annexure - A” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy of the Company is available on the website of the Company and can be accessed through the web link at https://www.transchem.net/corporate-governance.

RISK MANAGEMENT

The Company has a Risk Management Policy in place for identification of key risks to our business objectives, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning inter alia for identifying and taking opportunities to improve performance of the Company.

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same. The Risk Management Policy is periodically reviewed and can be accessed at https://www.transchem.net/corporate-governance..

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has a sound internal control system commensurate with its size and nature of business which provides a reasonable assurance in respect of financial and operational information, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Internal Auditors monitors and evaluate the efficiency and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the Company instructions and policies. The Audit Committee reviews the Internal Audit Report submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All RPTs entered into during the financial year were on an arms length basis and were carried out in the ordinary course of business. As required under SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the Companys website and can be accessed at https://www.transchem.net/corporate-governance.

All RPTs are placed on a quarterly basis before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and of a repetitive nature.

During the year, the Company has entered into contract / arrangement / transaction with related parties, which are considered as material in accordance with Section 188 of the Act and Regulation 23 of SEBI Listing Regulations and prior approval of the members was accordingly sought. Details of such material contracts or arrangements or transactions at arms length basis are provided in Form AOC-2 annexed to this Report as “Annexure-B”.

Further, pursuant to Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations, all material RPTs shall require prior approval of the members through a resolution. Consent of the members by way of Ordinary Resolution is sought by the Company for the material contracts/ arrangements/transactions proposed to be entered into by the Company at the ensuing AGM shall be valid upto the date of the next AGM for a period not exceeding fifteen months.

Members may note that the details of RPTs as required under Ind AS 24 are reported in the explanatory notes to the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on RPTs with the BSE.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

a) Re-appointment of Director retiring by rotation

In terms of the provisions of Section 152(6) of the Act read with Articles of Association of the Company, Mr. Mirza Saeed Kazi (DIN:03348588), Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the approval of Members. A resolution seeking Members approval for his re-appointment forms part of the Notice of the AGM. In accordance with Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief particulars and expertise of Director to be re-appointed together with their other Directorships and Committee memberships is given in the “Annexure I” to the Notice of the 48th AGM.

b) Change in Directorate

i) The Board on the recommendation of the Nomination and Remuneration Committee (“NRC”) appointed Ms. Sejal Mahendrakumar Jain (DIN: 10679696) and Mr. Govindshankar Krishnan (DIN: 10679535) as an Additional Director, in the category of Independent Non-Executive Director not liable to retirement by rotation, for a term of 5 (five) consecutive years commencing from August 01,2024 to July 31,2029, subject to approval of Members of the Company. The Members of the Company at their AGM held on August 24, 2024, passed the Special Resolution for their appointment as Non- Executive, Independent Director w.e.f. August 01, 2024.

ii) Mrs. Bina S Shah (DIN: 00349612) and Mr. Neerav Bharat Merchant (DIN: 00222393) completed their second consecutive term as Independent Directors of the Company and consequently ceased to be Directors of the Company effective close of business hours on September 29, 2024.

c) Key Managerial Personnel (“KMP”)

Mr. Mukesh Garach had tendered his resignation from the position of Chief Financial Officer (“CFO”) of the Company w.e.f, January 07, 2025.

The Board of Directors, based on recommendation and approval of NRC and Audit Committee respectively has appointed Ms. Sarita Maharao as the CFO of the Company w.e.f., March 01, 2025

As on March 31,2025, pursuant to the provisions of Section 203 of the Act read with the Rules made there under, the following employees are the Whole Time Key Managerial Personnel of the Company:

1) Mr. Mahesh Rananavre, Whole Time Director

2) Ms. Sarita Maharao, Chief Financial Officer

3) Mrs. Neeraja Karandikar, Company Secretary and Compliance Officer

There was no change in the composition of the Board of Directors and KMP during the year under review, except as stated above.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance Report annexed to this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations and abide by Code for Directors framed by the Company and as prescribed in Schedule IV to the Act. Further, they have confirmed that there has been no change in the circumstances or situation which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors hold high standards of integrity, expertise and experience (including proficiency).

POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various Committees. The Board consists of Directors possessing diverse skills and rich experience to enhance quality of its performance. The Company has adopted a Board Diversity Policy. The same can be accessed at https://www.transchem.net/corporate-governance.

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the NRC for recommending to the Board, the candidature and remuneration of the Directors, Key Managerial Personnel and other Employees of the Company in line with the requirement of the Section 178 of the Act, and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations. The aforesaid Policy is available on the Companys website and can be accessed at https://www.transchem.net/corporate-governance.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2025, the Board met 6 (Six) times i.e., May 18, 2024, July 20, 2024, October 01, 2024, October 15, 2024, January 28, 2025, and March 01,2025. The gap between the two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

Details of the Board Meetings and meetings of its Committees are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board, the Committees of the Board and Independent Directors continuously strive for efficient functioning of Board and its Committees and better corporate governance practices. A formal performance evaluation was carried out at the meeting of the Board of Directors held on May 20, 2025 where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the FY 2024-2025 after seeking inputs from all the Directors on the basis of various performance criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback from the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings. The evaluation process endorsed cohesiveness amongst Directors, the openness of the management in sharing strategic information with the Board and placing various proposals for the Boards consideration and approval to enable Board Members to discharge their responsibilities.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by SEBI. The Independent Directors met on October 15, 2024, and March 01, 2025 without the presence of other Directors or members of Management. All the Independent Directors were present at the meeting. In the meeting, Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairperson of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction with overall functioning of the Board. The Independent Directors played active role in Board as well as Committee meetings in which they are members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub section 3(c) of Section 134 of the Act, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of annual accounts, applicable Indian Accounting Standards have been followed and there are no material departures in adoption of these standards;

(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 and the Profit of the Company for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared 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 are 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.

AUDITORS AND AUDITORS REPORT

i) Statutory Auditors

M/s. SPML & Associates, Chartered Accountants, Mumbai (FRN: 136549W) were appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years at the 46th AGM held on July 29, 2023 and will hold office till the conclusion of 51st AGM of the Company. Further, they have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company and also confirmed that they hold a valid peer review certificate as prescribed under SEBI Listing Regulations.

Statutory Audit Report

The Auditors Report for the financial year ended March 31,2025, on the financial statements of the Company is a part of this Annual Report. The Auditors Report for the year under review is issued with an unmodified opinion and it does not contain any adverse remark, qualification, reservation, or disclaimer remark.

ii) Secretarial Auditor

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 20, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. Pravesh Palod and Associates, Practicing Company Secretary, a peer reviewed firm as Secretarial Auditor of the Company for a term of five (05) consecutive years commencing from FY 2025-2026 till FY 2029-2030, subject to approval of the Members at the ensuing AGM.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2025 is attached with this report as “Annexure - C”. The same Secretarial Audit Report shall be considered for the purpose of compliance with Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report does not contain any adverse remark, qualification, reservation, or disclaimer remark.

iii) Internal Auditor

The Board of Directors has re-appointed M/s. L. T Jadav & Company, (Chartered Accountants, FRN No. 118218W) as Internal Auditor of the Company for the financial year 2024-2025 and shall continue to conduct Internal Audit for the financial year 2025-2026.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditor has not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act, details of which needs to be mentioned in their Report.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the Company is hosted on the website and can be accessed at https://www.transchem.net/annual-returns.

PARTICULARS OF EMPLOYEES

The statement of disclosures required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in “Annexure-D” to this Report. The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations Companys Whistle Blower Policy/ Vigil Mechanism aims to provide the appropriate platform for whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations. The Policy also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Companys website and can be accessed at https://www.transchem.net/corporate-govemance. The Audit Committee is also committed to ensure fraud-free work environment. Your Company investigates complaints, if any, speedily, confidentially and in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained.

During the FY 2024-2025, no cases under this mechanism were reported to the Company.

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

Your Company recognizes its responsibility and provides equal opportunities and is committed to creating a healthy working environment that enables all our employees to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at workplace has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no cases reported during FY 2024-2025.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

This Code of Conduct has been made available on the Companys website and can be accessed at https://www.transchem.net/corporate-governance.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in “Annexure - E” attached to this Report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the financial year under review:

a) The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the FY 2024-2025 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this Report.

b) The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1, and SS-2 relating to “Meetings of the Board of Directors”, and “General Meetings” respectively.

c) There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operation.

d) There is no change in the nature of business of the Company carried out during the financial year. The Company has not changed the class of business in which the Company has an interest.

e) The Company has not defaulted in repayment of loans from banks and/or financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities.

f) The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

g) There were neither any applications filed by or against the Company nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

h) Your Company is not required to obtain credit rating.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and guidance extended by Stock Exchange, Depositories, other statutory bodies and Companys Bankers for the assistance, cooperation and encouragement to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors and other business partners for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your Directors look forward to your continuing support.

		For and on behalf of the Board
		TRANSCHEM LIMITED
Place: Thane	Mirza Saeed Kazi	Mahesh S. Rananavre
Date : May 20, 2025	Director	Whole Time Director
	DIN 03348588	DIN 08296631