Transcorp International Ltd Directors Report

The directors are pleased to present the 30th Annual report together with the audited financial statements for the year ended 31st March 2025: -

FINANCIAL RESULTS

(Rs. In Lakh)

Particulars	For the year ended 31.03.202 5	For the year ended 31.03.202 4	For the year ended 31.03.202 5	For the year ended 31.03.202 4
	Standalone	Consol	dated
Revenue from Operations	1,42,529.5 0	213785.05	1,43,025.3 8	214262.52
Other Income	696.26	391.31	495.04	207.83
Profit/loss) before Depreciation, Finance Costs, Exceptional items and Tax Expenses	747.37	456.65	630.22	346.03
Less: Depreciation/Amortization/Impairm ent	147.11	149.68	162.62	166.07
Profit/loss before Finance Costs, Exceptional items and Tax Expenses	600.26	306.97	467.6	179.96
Less: Finance Cost	243.74	198.43	249.99	242.99
Profit/loss) before Exceptional items and Tax Expenses	356.52	108.54	217.61	-63.03
Add/(less): Exceptional items	-	-	953.91	151.94
Profit/loss before Tax Expenses	356.52	108.54	1,171.52	88.91
Less: Tax Expenses (Current & Deferred)	47.04	53.34	154.16	82.91
Profit/loss) for the year	309.48	55.20	1,017.36	6.00

TRANSFER TO RESERVES

The Board of Directors of your company has decided to carry an amount of Rs. 24.98 (Previous Year Rs 24.12 lakhs) to Share Based Payment Reserve for the year under review.

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS AFFAIR

The gross revenue from operations of the Company for the year ended 31st March 2025 Rs. 213785.05 was lakhs as compared to Rs. 213785.05 lakhs in previous year ended 31^st March 2024.

The profit before tax of the company for the financial year 2024-25 was Rs. 356.52 lakhs as compared to profit before tax of Rs 108.54 lakhs for previous financial year 2023-24.

Your Company is having Authorized Dealer Category II License from Reserve Bank of India (RBI) and is authorized to undertake various permissible money changing transactions and outward remittance activities such as remittance for overseas education, medical treatment abroad, Emigration and Emigration consultancy fees and for other permissible purposes.

The Company is also having license from RBI for issuing and operating payment system for Pre-Paid Payment Instrument (PPI) in India and is authorized to issue and operate payment instruments. The company holds a perpetual PPI license.

The company has over 40 lac instruments issued, and transaction volumes compared to the last fiscal year have grown by over 500%. With a progressive regulatory framework from Reserve Bank of India, which is empowering PPIs with additional authorizations, the Payments Systems division is a sunrise business with immense lucrative opportunities which will also digitally and financially empower the nation. The Company continues to work closely with payment networks, strategic partners, and the Apex regulator to steadily compound the growth of the business.

Payment Systems Highlights

Successful completion of the RBIs Regulatory Sandbox under the new Fintech Department at RBI for the theme "Retail Payments", marking a significant stride toward offline digital payment innovation. The digital offline ‘Distributed Ledger Technology is the first of its kind in the nation and has been formally approved by RBI for adoption and implementation. The Company has now issued over 5 million Prepaid Payment Instruments (PPIs) issued in India; the latest million instruments were the fastest ever in the Companys history.

The Company continues to work closely with NPCI and RBI for various developmental initiatives including promotion of UPI One World at various governmental events including in the 46th UNESCO World Heritage Event

the Financial Inclusion Division (FID) Under the SBI Monsoon Dhamaka Campaign, achieved remarkable milestones, exceeding its targets with achievements of 114.87% in PMJDY (Pradhan Mantri Jan Dhan Yojana) and 107% in APY (Atal Pension Yojana); further reinforcing the Companys dedication to financial inclusion and rural banking Apart from this the company is having financial inclusion division and is a National Business Correspondence (BC) of State Bank of India and as on 31.03.2024 was operating various activities as National BC from its 1200 plus Customer Service Points (CSPs) for this segment.

DIVIDEND

The Directors recommended a dividend of Re. 0.30 per equity share having a face value of Rs. 2 each.

The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend (if approved by members) will be paid to members whose names appear in the Register of Members at the close of working hours of the Company on 20th June 2025 to the extent eligible.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals which may impact on the concern status and the companys operations in future.

The company received a Show Cause Notice (SCN) from the Directorate of Enforcement dated 31st March 2022 on 6th April 2022. The notice is related to the Money Transfer Service Scheme (MTSS) Business of the company which was already been closed in January 2018 by surrendering MTSS License. The matter is before Bombay High Court who have stayed the adjudication process of DoE vide its order dated 27.02.2023. The company has a very strong case in its favor but since the matter is pending before the Bombay High Court hence may take substantial time in final disposal.

Since the above SCN is not related to present businesses of the company i.e., Authorized Dealer Category II, PPI and Financial Inclusion Business hence management of the company do not foresee any adverse effect on the operations of the company in future due to the above SCN.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Statutory Auditors in their report have expressed their opinion on internal financial controls with reference to the financial statements which are selfexplanatory.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

In terms of Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate of the interim CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Regulation & Schedule, is also enclosed as a part of the Report.

COMPOSITE SCHEME OF ARRANGEMENT

Scheme of arrangement between Transcorp International Limited, Transcorp Estates Private Limited, Transwire Forex Limited, Transcorp Payments Limited and their respective shareholders and creditors is pending with Reserve Bank of India FED Department to obtain NoC/Clearance from the principal regulator i.e., for demerger of business which has license from Reserve Bank of India.

The company is in process of the obtaining NoC/Clearance from Reserve Bank of India.

Keeping in view of the above there is no impact on operations and accounting for the financial year 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Kumar Agarwal (DIN: 01237294), retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.

During the year the following are the changes in directors and KMP: -

Date	Name	Position	Nature of Change
10th May 2024	Mrs. Apra Kuchhal (DIN:08453955)	Independent Director	Reappointment
10th May 2024	Mr. Sujan Sinha DIN: 02033322	Independent Director	Reappointment
06th February 2025	Mr. Hemant Kaul (DIN:00551588)	Non-Executive Chairman & Independent Director	Cessation due to Completion of tenure
06th February 2025	Mr. HARSHAVARDHAN RAGHUNATH DIN: 01675460	Independent Director	Appointment
31st March 2025	Mr. Harendar Prashar (DIN: 08467993),	Whole Time Director	Cessation

Mr. Harshvardhan Ragunath (DIN: 01675460), Mr. Purushottam Agarwal (DIN: 00272598), Mr. Sujan Sinha (DIN: 02033322) and Mrs. Apra Kuchhal (DIN: 08453955) being independent directors are not eligible for retiring by rotation and hold office for five consecutive years for a term from the date of their appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received declarations from independent directors that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 (Act) and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is enclosed with the report as Annexure 1.

None of the directors of the Company are disqualified from being appointed as director in terms of Section 164 of the Act and have given their consent to act as Directors. The Company has obtained a certificate from the Practicing Company Secretary which is enclosed with the report as Annexure 2B.

The Company has devised a Policy (available on the website of the company i.e. https://transcorpint.com/assets/images/various-policies/policy-on-nomination- remuneration-evaluation-of-directors.pdf on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters specified under the provisions of Section 178 of Companies Act, 2013. The Policy also includes performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The Board has done a formal annual evaluation as required under the provisions of Companies Act, 2013.

The evaluations for the Directors and the Board were undertaken through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on selected parameter related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board.

Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached to the report.

All Independent Directors are registered with India Institute of Corporate Affairs (IICA) and are included in the data bank of independent directors maintained by IICA.

The company is having following Key Managerial Personnel: -

S. No.	Key Managerial Personnel	Designation
1	Mr. Rajesh Garg (DIN 11027200)	Whole Time Director (Executive Director)
2	Mr. Jayesh Kumar Pooniya	Compliance Officer and Company Secretary
3	Mr. Raesh Garg	CFO

AUDITORS

M/s Anand Jain & Co., Chartered Accountants, Jaipur (Firm Registration No. 01857C), was appointed as Statutory Auditors of the Company in 27th Annual General Meeting which was held on 24^th June 2022 to holds office until the conclusion of the 32^nd Annual General Meeting going to be held in the calendar year 2027.

The observations of Auditors in their Report, read with the relevant notes on accounts are unmodified and self-explanatory and do not require further explanation.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ending March 31,2025, is enclosed with this Report as Annexure 2 which is self-explanatory and does not require further explanation.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year, the Company has complied with the requirements of the Applicable Secretarial Standards i.e., SS-1 and SS-2 relating to "Meeting of Board of Directors" and "General Meetings" respectively issued by Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT OF MATERIAL SUBSIDIARY

The company has 2 material wholly owned subsidiaries, Transcorp Estates Private Limited and Ritco Travels and Tours Private Limited.

As per Regulation 24A of SEBI (LODR), 2015 as amended, Secretarial Audit report of material subsidiary for the financial year ended March 31, 2025, are enclosed with this Report as Annexure 2A which is self-explanatory and does not require further explanation.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC)

During the year no application has been filed by any operational or financial creditor or by Company itself against its operational or financial creditor under Insolvency and Bankruptcy Code (IBC), 2016

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2024-25.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2024-25.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2024-25.

D) Issue of employee stock options

During the year the company has issued and allotted 71,550 equity shares under ESOP 2017 to the eligible employees on 07^th February 2025.

Disclosures in Compliance with regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 are set out in Annexure 3. The company has obtained a certificate of compliance from Secretarial Auditors of the company in compliance with provisions of Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 which will be available for inspection during the 30th ANNUAL GENERAL MEETING of the Company.

E) Provision of money by the company for the purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the company for the purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

F) Splitting/Subdivision of shares

No splitting/ subdivision of shares was done during the financial year 2024-25. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of section 92(3) of Companies Act, 2013, the annual return is available on the website of the Company through the following link: - https://transcorpint.com/pdf/MGT-9-2024-25.pdf

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

WHOLLY OWNED SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has 4 Wholly Owned Subsidiaries viz. Transcorp Estates Private Limited, Transcorp Payments Limited, Transwire Forex Limited and Ritco Travels and Tours Private Limited.

The annual accounts for the year ended 31st March 2025 of Transcorp Estates Private Limited, Transcorp Payments Limited, Transwire Forex Limited and Ritco Travels and Tours Private Limited, the wholly owned subsidiaries of the Company, together with other documents as required under section 129(3) of the Companies Act, 2013, (the

Act) form part of this Annual Report. A statement in Form AOC-I pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries are uploaded on companys website: -

https://transcorpint.com/assets/images/report/annual-reports/subsidiaries/fy-2024-

25/Annual%20Report%20RTTPl%202025.pdf

https://transcorpint.com/assets/imaaes/report/annual-reports/subsidiaries/fy-2024-

25/Annual%20Report%20TEPL%202025.pdf

https://transcorpint.com/assets/images/report/annual-reports/subsidiaries/fy-2024-

25/Annual%20Report%20TFL%202025.pdf

https://transcorpint.com/assets/images/report/annual-reports/subsidiaries/fy-2024-

25/Annual%20Report%20TPL%202025.pdf

Company is not having any associate company and Joint venture as defined under the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts of the company.

Since Transcorp Estates Private Limited is a wholly owned subsidiary of Transcorp International Limited, by virtue of that Ritco Travels and Tours Private Limited are still a wholly owned subsidiary of Transcorp International Limited.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS AND SECURITIES PROVIDED UNDER SECTION 186

The following table shows the particulars of Loans, guarantees or investment made under section 186 of Company Act, 2013

(Rs. in Lakhs)

Name of the Company	Nature of Transaction	Purpose	Balance Outstanding		Maximum Amount Outstanding during the year
			As at 31.03.2025	As at 31.03.2024	As at 31.03.2025	As at 31.03.2024
Ritco Travels Tours Pvt. Ltd.	Loans and advances	General Business and Others	0	229.12	229.12	243.99
Larsen and Toubro Ltd. (at FMV)	Investment in quoted Equity Instrument	Investment	26.19	28.39	2 6 . 1 9	28.39
NHAI Bond	Bond	Investment	0		0	52.88
Transcorp Forex Limited	Loans and advances	General Business and Others	0	2.95	2.20	6.44
Transcorp Payments Limited	Loans and advances	General Business and Others	0	2.96	2. 1 9	6.44
Transcorp Forex Limited	Investment in WOS	Investment	11	5.00	1 1	5.00
Transcorp Payments Limited	Investment in WOS	Investment	11	5.00	1 1	5.00
Transcorp Estates Pvt. Ltd.	Investment in WOS	Investment	2,852.20	2,852.20	2,852.20	2,852.20
Ritco Travels and Tours Pvt. Ltd.	Investment in WOS	Investment	854.75	854.75	854.75	854.75
Ritco Travels and Tours Pvt. Ltd.	Corporate guarantee given	for Fund based & non-fund based financial facilities availed by WOS	574.05 (to the extent of facilities availed as at year end)	641.97 (to the extent of facilities availed as at year end)	641.97	736.15
NHAI Bond	Bond	Investment	0	0	0	52.88

MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

S. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2024-25 (Rs. in Lakhs)	% increase in Remuneration in the financial year 2024-25	Ratio of remuneration of each Director/to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1	Mr. Hemant Kaul, NonExecutive Chairperson & Independent Director	5.12	50%	Not Applicable	Not Applicable
2	Mr. Ashok Kumar Agarwal, Non-	3.00	50%	Not Applicable	Not Applicable
	Executive Director
3	Mr. Purushottam Agarwal, Independent Director	3.00	50%	Not Applicable	Not Applicable
4	Mrs. Apra Kuchhal, Independent Director	3.00	50%	Not Applicable	Not Applicable
5	Mr. Sujan Sinha, Independent Director	3.00	50%	Not Applicable	Not Applicable
6	Mr. Vedant Kanoi, NonExecutive Director	3.00	50%	Not Applicable	Not Applicable
7	Mr. Harshvardhan Raghunath	0.45	NA	NA	NA
7	Mr. Harendar Prashar	74.45		Not Applicable	Not Applicable
12	Mr. Rajesh Garg	34.51	-	Not Applicable	Not Applicable
13	Mr. Jayesh Kumar Pooniya	13.26		Not Applicable	Not Applicable

Notes: -

i) Median remuneration of employees of the Company during the financial year ended 31.03.2025 was Rs. 3.55 lakhs

ii) In the financial year there was an increase of 10.00% in the median remuneration of employees.

iii) There were 160 confirmed employees (total 212 employees) on the rolls of the Company as on 31st March 2025

iv) Relationship between average increase in remuneration and company performance- Revenue from operations increased by 10.00% in the financial year 2024-25 in comparison to financial year 2023-24

v) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the company: -

The total remuneration of Key Managerial Personnel was at above level whereas the Revenue from operations increased by 10.00%.

vi) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2025 was Rs. 8297.77 Lakhs (Rs. 11321.90 Lakhs as on 31^st March 2024)

b) Price Earnings Ratio of the Company was 0.97 times on 31st March 2025 and was

0.17 times as of 31^st March 2024.

c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Not Applicable

vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Average percentage increase made in the salaries of employees other than managerial personnel in last financial year i.e. 2024-25 was 10% whereas increase in the managerial remuneration for the same financial year was 10% considering the contribution of Key Managerial Personnel in the growth of revenues.

viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: - N.A.

x) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

C) None of the Directors, including the Managing Director, receive any commission from the Wholly Owned subsidiaries of the company during the year under consideration.

Other disclosures related to remuneration as per the provisions of section 197(12): -

1. No employee was in receipt of remuneration for the full financial year 2024-25 which was equal to or in excess of Rs. one crore and two lakh rupees or in four part of the financial year 2024-25 which was equal to or in excess of Rupees eight lakh and fifty thousand rupees per month.

2. There was no employee who was employed throughout the financial year or part thereof, and who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director and who holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company

3. There was no employee who was deputed outside India during the financial year 2024-25.

4. Top 10 employees of the company in terms of remuneration drawn during the financial year 2024-25: -

S.No.	Name of Employee	Designation	Remuneration drawn during financial year 2024-25
1	Manisha Agrawal	Chief advisor & CSR	9112000
2	Harendar Prashar	Executive Director	7455770
3	Ayan Agarwal	Chief Executive Officer	5664792
4	Chirag Bhardwaj	Business Head	4226645
5	Mayank Aggarwal	Head- Operations and Quality	4176159
6	Rajesh Garg	CFO	3472896
7	Meenakshi Mahesh Jadhav	Head HR	3163441
8	PRACHI JAIN	Implementation & Process Manager	2670258
9	Vikram Yadav	Head-remittances	2599231
10	Devendra Singh Shekhawat	Regional Manager	1963879

HUMAN RESOURCES MANAGEMENT

To ensure good human resources management at Transcorp International Limited, we focus on all aspects of the employee lifecycle. This provides holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reaches the relevant teams.

As on 31.03.2025 212 Employees were on rolls of the company.

DISCLOSURES

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgoing are as follows:

A) Conservation of energy: N.A.

(i) The steps taken or impact on conservation of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy.

(iii) The capital investment on energy conservation equipment.

(B) Technology absorption: N.A.

(i) The efforts made towards technology absorption.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology imported.

(b) The year of import.

(c) Whether the technology has been fully absorbed.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earnings and outflow on account of foreign exchange are as under and also have been disclosed in the notes to the accounts. Cash flow statement pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.

(Amount Rs. in

Lakhs)

Particulars Expenditure in Foreign Currency Traveling	2024-25	2023-24 23.11
Earning in Foreign Currency (excluding reimbursement of expenses)	0.00	0.00

PUBLIC DEPOSITS

The Company has outstanding deposits of Rs. 121.44 lakhs as on 31st March 2025 as compared to Rs. 240.41 lakhs as on 31^st March 2024 from the public. However, there were no overdue deposits except unclaimed deposits of Rs. 7.21 lakhs from 4 FD holders.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013, -

(a) Accepted during the year ended 31st March 2025 Rs. 45.87 Lakhs (including renewal)

(b) Remained unpaid or unclaimed as at the end of the year; 1.33 Lakhs (unclaimed) (incl interest)

(c) Whether there has been any fault in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- N.A.

(i) At the beginning of the year; NIL

(ii) Maximum during the year; NIL

(iii) At the end of the year; NIL

(d) Deposit accepted from person who at the time of receipt of the amount, was the Director of the Company: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee of the Company consists of the following members:

S. No.	Name of Member	Position in CSR Committee
1	Mrs. Apra Kuchhal	Chairperson
2	Mr. Ashok Kumar Agarwal	Member
3	Mr. Sujan Sinha	Member

The Company has adopted a CSR Policy in compliance with the aforesaid provisions and the same is placed on the Companys website at https://transcorpint.com/assets/images/various-policies/csr_policy-til.pdf. Information in format for the annual report on CSR activities to be included in the Boards Report as prescribed under Companies (CSR Policy) Rules, 2014 is enclosed with the report as Annexure: 5

The Company has devised a Policy (available on the website of the company at https://transcorpint.com/assets/images/various-policies/csr_policy-til.pdf on

Corporate Social Responsibility (CSR).

VIGIL MECHANISMS

The Company has established a Vigil Mechanism in terms of Section 177 (9) of the Companies Act, 2013 and also in terms of Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Vigil Mechanism are given in the Corporate Governance Section, which is annexed herewith.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. 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.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25.

S. No.	No. of complaints received	No. of complaints disposed off
1	NIL	N.A.

DIRECTORS RESPONSIBILTY STATEMENT

The Directors would like to inform the members that the audited accounts for the financial year 31st March 2025 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditors M/s Anand Jain & Co. Pursuant to the provisions of Section 134(3) (c) of Companies Act, 2013, the Directors further confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) 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 ended 31st March 2025 and of the profit of the company for the year ended on that date;

(c) 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.

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operate effectively.

(f) 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the IND-AS110 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report.

TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended till date, during the year an amount of Rs. 184628.00/- related to the financial year 2016-17was transferred to the Investor Education and protection fund authority.

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27^th July 2024 (date of last Annual General Meeting) on the

Companys website fwww.transcorpint.com), and also on the Ministry of Corporate Affairs website and also sent individual letters to shareholders at the address available in the records of the Company/RTA for claiming unclaimed dividend.

The Company has appointed Mr. Jayesh Kumar Poonia, Company Secretary, as Nodal Officer under the provisions of the Investor Education and Protection Fund.

Details of year wise amount of unclaimed dividend and sale proceedings of fractional shares arising out of issuance of bonus shares lying in the unpaid account up to the year and corresponding shares, which are to be transferred to Investor Education and Protection Fund: -

S N o	Dividend Year	Balance b/f as on 01.01.2025	Paid /Returne d (01.01.20 25 to 31.03.20 25)	Balanc e c/f as on 31.03.2 025	Reconciled up to 31.03.2025	Date on which unclaimed dividend is to be transferred toInvestor Education Fund i.e., within 30 days of completion. of 7 years
1	2016-2017	184627.84	184627.8 4		31.03.2025	Unclaimed balance transferred to IEPF on 04th October 2024
2	Fractional Bonus 2017 18	5660.86	NIL	5660.86	31.03.2025	01st August 2025
3	2017 2018	82968.80	NIL	82968.80	31.03.2025	08th September 2025
4	2021-22	13945.90	NIL	13945.90	31.03.2025	29th August 2029
5	2022-23	22159.92	NIL	22159.92	31.03.2025	02nd September 2030
6	2023-24	16945.03	9302	26247.03	31.03.2025	25th August 2031
7	2024-25 (Interim)	9557038.59	(9534998 .57)	22040.02	31.03.2025	06th November 2031

* These are the corresponding number of shares of the unclaimed dividend and not for the purpose of transferring to IEPF. These are subjects to change considering the calculation for transfer of shares to IEPF every year.

COMPLIANCE

The Company continued to vigorously pursue its commitment in adhering to the highest standards of compliance. The compliance function in the Company plays a pivotal role in ensuring that the overall business of the Company is conducted in accordance with regulatory prescriptions. The Compliance function facilitates improvement in the compliance culture in the Company through various enablers like dissemination of regulatory changes and spreading compliance knowledge through training, circulars and other means of communication and direct interaction. To ensure that all the businesses of the Company are aware of compliance requirements, the compliance function is involved in vetting of new products and processes, evaluating adequacy of internal controls and examining systemic correction required, based on its analysis and interpretation of the regulatory

doctrine and the deviations observed during compliance monitoring and testing programs. This function also ensures that internal policies address the regulatory requirements, besides vetting processes for their robustness and regulatory compliances. During the year, all the reports and statements were filed with the prescribed authorities as per the requirement of various applicable laws.

INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated, and data is centralized at the head office level. The company is taking utmost precautions for the security of data and having a dedicated team for this. During the financial year 2024-25 there was no instance of cyber security breach happened in the company.

MATERIAL CHANGES

There were 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 this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There have been no changes in the nature of companys business. The company has 4 Wholly Owned subsidiaries. To the best of information and assessment there have been no material changes that occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this directors report, if any.

MAINTENANCE OF COST RECORDS

The Company was not required to maintain cost records as per the provisions of Section 148 (1) of the Companies Act, 2013, during the year under review.

DETAILS REGARDING VALUATION REPORT

During the year under review, your Company has not entered into any One-Time Settlement with Banks or Financial Institutions and therefore, disclosure regarding the details of difference between amount of the valuation doe at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required to be given.

ACKNOWLEDGEMENTS

Your directors would like to place on record their sincere appreciation for the guidance and support received from the Reserve Bank of India, Financial Intelligence Unit, our bankers, shareholders, deposit holders, business associates, principals, suppliers and our esteemed customers during the year under review.

The Directors also wish to thank all the employees for the efforts put in by them at all levels to achieve the overall results during the year under consideration.

For and on behalf of the Board FOR TRANSCORP INTERNATIONAL LIMITED
Apra Kuchhal	Rajesh Garg
Non- Executive Independent Director	Whole Time Director
Din: 02033322)	Din: 11027200)
Place: Jaipur Date: 13.05.2025