Transcorp International Ltd Directors Report

The directors are pleased to present the 31st Annual report together with the audited financial statements for the year ended 31st March 2026: -

FINANCIAL RESULTS

(Rs. In Lakh)

Particulars	For the year ended 31.03.2026	For the year ended 31.03.2025	For the year ended 31.03.2026	For the year ended 31.03.2025
	Standalone		Consolidated
Revenue from Operations	88,088.82	1,42,529.50	88,582.29	1,43,025.38
Other Income	237.31	696.26	485.43	495.04
Profit/loss) before Depreciation, Finance Costs, Exceptional items and Tax Expenses	1200.87	747.37	1450.78	630.22
Less: Depreciation/Amortization/Impairment	128.15	147.11	142.07	162.62
Profit/loss before Finance Costs, Exceptional items and Tax Expenses	1072.72	600.26	1308.71	467.6
Less: Finance Cost	182.99	243.74	177.55	249.99
Profit/loss) before Exceptional items and Tax Expenses	889.73	356.52	1131.16	217.61
Add/(less): Exceptional items/Share of profit/(loss) from associate	-	-	(0.23)	953.91
Profit/loss before Tax Expenses	889.73	356.52	1130.93	1,171.52
Less: Tax Expenses (Current & Deferred)	239.06	47.04	291.85	154.16
Profit/loss) for the year	650.67	309.48	839.09	1,017.36

TRANSFER TO RESERVES

The Board of Directors of your company has decided to carry an amount of Rs. 34.51 (Previous Year Rs 24.98 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 2026 Rs. 88,326.13 was lakhs as compared to Rs. 1,43,225.75 lakhs in previous year ended 31st March 2025.

The profit before tax of the company for the financial year 2025-26 was Rs. 889.73 lakhs as compared to profit before tax of Rs 356.52 lakhs for previous financial year 2024-25.

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.

Financial Performance Highlights:

Financial Year FY26:

• Profit Before Tax (PBT) increased significantly to Rs897.79 Lakhs:

o Representing a robust 2.5X increase over Rs356.52 Lakhs PBT reported in the previous FY25.

o Marking the Companys highest ever profitability from business operations.

Shareholder Value Creation:

• Interim Dividend Declared: 10%

• Final Dividend: 20%

• Total Dividend for FY26: 30%

Continuing its commitment towards long-term shareholder value creation and consistent track record of regular dividend distribution, the Board has recommended a 30% dividend for the Financial Year 2025-26 reflecting strong financial stability and healthy cash flows.

Significant Developments:

Bank Account at RBI and IFSC Code: Transcorp has emerged as one of the first non-Bank entities to have an operative bank account held with the Reserve Bank of India and has also been allocated its own IFSC code. This will allow the company to initiate and settle RTGS / NEFT transactions, and participate in inter-bank and direct network settlements; amongst other banking advantages. The development reinforces the Companys position as a trusted and regulator-aligned participant within Indias evolving digital financial services ecosystem and strengthens its regulated banking and payments infrastructure.

New regulatory framework for Trade / Business related Remittances: Empowered with the Reserve Bank of Indias progressive policies and its AD2 license; the Company is now authorized to facilitate trade / business related outward and inward remittances (both to and from India). So far, this authorization has been reserved exclusively for Banks.

NIL Public Fixed Deposits and Long-Term Borrowings: The Company has no outstanding public fixed deposits or long-term borrowings as on date, having fully repaid all such liabilities. Consequently, finance and related costs for FY26 have been optimized to their lowest levels.

“The strong improvement in profitability during the quarter and year-end reflects our disciplined execution, focus on operational efficiency, and prudent financial management. We remain committed to maintaining financial prowess while pursuing sustainable growth opportunities that enhance long-term stakeholder value.”

“During FY26, the Company declared dividends on two occasions comprising an Interim Dividend of 10% and a Final Dividend of 20%, resulting in a total dividend payout of 30%. The Company continues to maintain its disciplined compliance led approach aligned with RBI regulations, SEBI requirements, IRDAI norms and other applicable statutory frameworks. Moreover, no investor or SEBI related complaints remain pending.”

“Notwithstanding moderation in topline turnover during the period, the Company has continued to deliver consistent growth in the bottom line surpassing the budgeted figures. This improvement reflects meaningful margin expansion driven by enhanced cost efficiencies, better resource allocation, and a sharper focus on profitable business segments, underscoring the strength and resilience of the Companys operating model.”

“During the quarter, the Company achieved important milestones in strengthening its payment systems infrastructure and regulatory positioning. The Company received an ‘In-Principal Approval from the Reserve Bank of India in January 2026 for participation in the Centralized Payment Systems (CPS) framework, marking a significant step towards deeper integration within Indias digital payment ecosystem and earning the regulators trust.”

“These developments reinforce the Companys long-term commitment towards building a robust, compliant, and scalable payments platform aligned with the evolving regulatory framework. Transcorp has emerged as the largest non-bank entity in terms of transaction value for various payment networks in India.”

“The Payment Systems divisions income from operations has more than doubled; demonstrating the lucrative prospects of the business and the Companys resilience in a competitive industry. Following strengthened and novel integrations with ecosystem partners including RBI, networks, and marquee fintech clients - consistent growth is in line with expectations.”

DIVIDEND

Shareholder Value Creation:

• Interim Dividend Declared: 10%

• Final Dividend: 20%

• Total Dividend for FY26: 30%

Continuing its commitment towards long-term shareholder value creation and consistent track record of regular dividend distribution, the Board has recommended a 30% dividend for the Financial Year 2025-26 reflecting strong financial stability and healthy cash flows.

The Final 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 03rd July 2026 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.

During the year under review, the Company continued to address regulatory proceedings initiated by the Reserve Bank of India ("RBI") in relation to certain transactions undertaken during the financial year 2022-23.

Pursuant to an inspection conducted by RBI, a Show Cause Notice dated 8 November 2023 was issued to the Company alleging certain contraventions under the provisions of the Foreign Exchange Management Act, 1999 ("FEMA"), the Master Direction - Know Your Customer (KYC) Direction, 2016 and the Master Direction on Liberalised Remittance Scheme (LRS). The Company submitted its responses, supporting documents and representations before RBI from time to time and also participated in personal hearings conducted by RBI.

Subsequently, RBI issued a Speaking Order dated 24 June 2025 imposing a monetary penalty of Rs. 15.30 lakh in respect of certain transactions after concluding proceedings relating to three alleged contraventions pertaining to Section 10(5) of FEMA, Customer Acceptance and Customer Identification requirements under the KYC Master Direction and provisions of the Liberalised Remittance Scheme. The Company has duly complied with the Order and paid the penalty amount.

Further, RBI issued an Addendum to the Show Cause Notice on 30 July 2025 in respect of certain additional transactions and sought further explanations and supporting documents from the Company. The matter is currently under consideration before RBI and the Company continues to extend its full cooperation and submit the requisite information and clarifications as sought by the regulator.

In order to strengthen its compliance framework and mitigate recurrence of similar issues, the Company has undertaken several corrective and preventive measures, including enhancement of KYC and customer onboarding processes, revision of internal Standard Operating Procedures (SOPs), implementation of strengthened transaction monitoring mechanisms, discontinuation of operations with the referral partner involved in the transactions under review, and restructuring of the concerned operational and supervisory functions. The Company remains committed to maintaining the highest standards of regulatory compliance and corporate governance.

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 self-explanatory.

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.

During the financial year under review, the Company further strengthened its internal control framework through enhanced monitoring mechanisms, process improvements, updated standard operating procedures and compliance oversight measures. Based on the assessment carried out by the Management and the reviews conducted by the Internal Auditors and Audit Committee, the Board is of the opinion that the Company has adequate internal financial controls with reference to the Financial Statements and that such controls were operating effectively during the year under review.

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 2025-26.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vedant Kanoi (DIN: 02102558), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company: -

S. No	Name	Effective Date	Particulars
1.	Mr. Rajesh Garg	01.04.2025	Appointed as Whole-time Director of the Company
2.	Mr. Purushottam Agarwal	30.11.2025	Ceased to be an Independent Director upon completion of his tenure
3.	Mr. Abhinav Bhantia	04.02.2026	Appointed as an Independent Director of the Company

The Board places on record its sincere appreciation for the valuable guidance, support and contribution made by Mr. Purushottam Agarwal during their association with the Company.

The Board is of the opinion that Mr. Abhinav Bhantia possesses the requisite integrity, expertise, experience and proficiency required to discharge the duties and responsibilities of an Independent Director.

Mr. Harshvardhan Ragunath (DIN: 01675460), Mr. Abhinav Bhantia (DIN: 01122509), 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. chrome- extension://efaidnbmnnnibpcajpcglclefindmkaj/https://transcorpint.com/wpcontent/uploads/2018/03/Policy_on_Nominationremunerationevaluation_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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities, nature of industry, business model, regulatory environment and operations of the Company. The details of such familiarisation programme are available on the website of the Company at https://transcorpint.com/wp-content/uploads/2018/03/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf

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 24th June 2022 to holds office until the conclusion of the 32nd 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 31,2026, is enclosed with this Report as Annexure 2 which is self-explanatory and does not require further explanation.

M/s R. Jat & Associates, Practicing Company Secretaries (Membership No. F11297 and Certificate of Practice No. 15983), acted as the Secretarial Auditor of the Company for the Financial Year 202526. During the year, M/s R. Jat & Associates tendered their resignation as Secretarial Auditor of the Company with effect from 21st May, 2026.

The Board places on record its appreciation for the professional services and guidance rendered by M/s R. Jat & Associates during their tenure as Secretarial Auditor of the Company.

Pursuant to the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Shivam Bhatt & Co., Peer Reviewed Practicing Company Secretaries (Membership No. F13671 and Certificate of Practice No. 22566), as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from Financial Year 2026-27 and ending with Financial Year 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting.

The Board, based on the recommendation of the Audit Committee, is of the opinion that M/s Shivam Bhatt & Co. possesses the requisite expertise, experience and capabilities to effectively discharge the duties of Secretarial Auditor of the Company and accordingly recommends their appointment for approval of the Members.

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, 2026, 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 2025-26.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2025-26.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2025-26.

D) Issue of employee stock options

During the year the company has issued and allotted 25,400 equity shares under ESOP 2017 to the eligible employees on 31st July 2025.

Disclosures in Compliance with regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 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 31st 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 2025-26.

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/assets/images/statutory%20filling/Annual%20Returns/F.Y.2025- 26/mgt 9 2025-26.pdf

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and continues to adhere to the principles of transparency, accountability, integrity, fairness and ethical business practices. The Company believes that good Corporate Governance is essential for sustainable value creation and safeguarding the interests of all stakeholders.

Pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance together with a certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance forms an integral part of this Annual Report.

The Board confirms that the Company has complied with the applicable Corporate Governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year under review.

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 2026 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-2025-26/annualreport%20tfl.pdf

https://transcorpint.com/assets/images/report/annual-reports/subsidiaries/fy-2025-26/annualreport%20tpl.pdf

https://transcorpint.com/assets/images/report/annual-reports/subsidiaries/fy-2025-26/rttplannual-report.pdf

https://transcorpint.com/assets/images/report/annual-reports/subsidiaries/fy-2025-26/teplannual-report.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 31.03.2026	As at 31.03.2025	As at 31.03.2026	As at 31.03.2025
Ritco Travels Tours Pvt. Ltd.	Loans and advances	General Business and Others	0.02	0		229.12
Larsen and Toubro Ltd. (at FMV)	Investment in quoted Equity Instrument	Investment	45.00	26.19		26.19
NHAI Bond	Bond	Investment	0	0		0
Transcorp Forex Limited	Loans and advances	General Business and Others	0.59	0	0.59	2.20
Transcorp Payments Limited	Loans and advances	General Business and Others	0.59	0	0.59	2.19
Transcorp Forex Limited	Investment in WOS	Investment	11	11	11	11
Transcorp Payments Limited	Investment in WOS	Investment	11	11	11	11
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	505.14 (to the extent of facilities availed as at year end)	574.05 (to the extent of facilities availed as at year end)>	574.05	641.97
NHAI Bond	Bond	Investment	0	0	0	0

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 2025-26 (Rs. in Lakhs)	% increase in Remuneration in the financial year 2025-26	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. Abhinav Banthia, NonExecutive Independent Director	3.00	Nil	Not Applicable	Not Applicable
2 Mr. Ashok Kumar Agarwal, NonExecutive Director	3.00	Nil	Not Applicable	Not Applicable
4 Mrs. Apra Kuchhal, Independent Director	3.00	Nil	Not Applicable	Not Applicable
4 Mr. Sujan Sinha, Non-Executive Chairperson & Independent Director	3.00	Nil	Not Applicable	Not Applicable
5 Mr. Vedant Kanoi, NonExecutive Director	3.00	Nil	Not Applicable	Not Applicable
6 Mr. Harshvardhan Raghunath, Independent Director	3.00	Nil	Not Applicable	Not Applicable
8 Mr. Rajesh Garg Executiv e Director & CFO	24.97	22%	Not Applicable	Not Applicable
9 Mr. Jayesh Kumar Pooniya, Company Secretary & Compliance officer	14.72	10%	Not Applicable	Not Applicable

Notes: -

i) Median remuneration of employees of the Company during the financial year ended 31.03.2026 was Rs. 3.59 lakhs

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

iii) There were 148 confirmed employees (total 196 employees) on the rolls of the Company as on 31st March 2026

iv) Relationship between average increase in remuneration and company performance- Revenue from operations increased by 10.00% in the financial year 2025-26 in comparison to financial year 2024-25

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 2026 was Rs. 7560.26 Lakhs (Rs. 7027.43 Lakhs as on 31st March 2025)

b) Price Earnings Ratio of the Company was 11.62 times on 31st March 2026 and was 22.66 times as of 31st March 2025.

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. 2025-26 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 2025-26 which was equal to or in excess of Rs. one crore and two lakh rupees or in four parts of the financial year 2025-26 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 2025-26.

4. Top 10 employees of the company in terms of remuneration drawn during the financial year 2025-26: -

(Amt in Rs.)

S.No. Name of Employee	Designation	Remuneration drawn during financial year 2025-26
1 Manisha Agrawal	Chief advisor & Head CSR	10249727
2 Ayan Agarwal	Chief Executive Officer	7615000
3 Chirag Bhardwaj	Business Head	3197864
4 Tarun Kumar Khaneja	Head of Strategic Projects & Alliances	2900246
5 Mayank Aggarwal	Head- Operations and Quality	2751847
6 Meenakshi Mahesh Jadhav	Head HR	2659636
7 Rajesh Kumar Gupta	Senior Vice President	1844358
8 Rajesh Garg	ED & CFO	1994930
9 Manish Ambwani	Assistant Vice President - Forex	1727468
10 Aditya Garg	Senior Manager	1662408

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 31.03.2026 196 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	2025-26	2024-25
Expenditure in Foreign Currency Traveling	51.70	36.89
Earning in Foreign Currency (excluding reimbursement of expenses)	0.00	0.00

PUBLIC DEPOSITS

The Company has nil outstanding deposits as on 31st March 2026 as compared to Rs. 121.44 lakhs as on 31st March 2025 from the public. However, there were no overdue deposits as on 31st March 2026.

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

(a) Accepted during the year ended 31st March 2026 Nil (including renewal)

(b) Remained unpaid or unclaimed as at the end of the year; NIL

(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

The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: 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 policytil.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 2025-26.

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 2026 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 2026 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. 20,264 /- related to the financial year 2017-18 was 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 11th July 2025 (date of last Annual General Meeting) on the Companys website (www.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. No.	Dividend Year	Balance b/f as on 01.01.202 6	Paid /Returned (01.01.2026 to 31.03.2026)	Balance c/f as on 31.03.2026	Reconciled up to 31.03.2026	Date on which unclaimed dividend to be transferred to Investor Education Fund i.e., within 30 days of completion of 7 years
1	2021-22	13945.90	NIL	13945.90	31.03.2026	29th August 2029
2	2022-23	22159.92	NIL	22159.92	31.03.2026	02nd September 2030
3	2023-24	26,247.03	NIL	26,247.03	31.03.2026	25th August 2031
4	2024-25 Interim	24,824.62	NIL	24,824.62	31.03.2026	26th July 2032
5.	2024-25 Final	13,037.07	NIL	13,037.07	31.03.2026
6.	2025-26 Interim	6,669.77	3095.88	9765.65	31.03.2026

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 2025-26 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.

COMPLIANCE WITH MATERNITY BENEFIT ACT. LABOUR LAWS AND OTHER EMPLOYMENT LEGISLATIONS

The Company is committed to maintaining a fair, safe and inclusive workplace and complies with all applicable labour and employment laws.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, Employees Provident Funds and Miscellaneous Provisions Act, 1952, Employees State Insurance Act, 1948 (where applicable), Payment of Gratuity Act, 1972, Payment of Bonus Act, 1965, Shops and Establishments legislations and other applicable labour laws and regulations.

The Company continues to implement employee welfare measures and policies aimed at ensuring a healthy, safe and productive work environment. The Board is not aware of any material noncompliance with labour and employment laws during the financial year under review.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) / SUSTAINABILITY INITIATIVES

The Company recognizes the importance of sustainable business practices and remains committed to conducting its operations in a socially responsible, environmentally conscious and ethically governed manner.

During the year, the Company continued its efforts towards promoting responsible business practices through efficient utilization of resources, employee welfare initiatives, stakeholder engagement, ethical business conduct and strong governance standards. The Company remains focused on integrating sustainability considerations into its business processes and decision-making framework.

The Board periodically reviews initiatives relating to sustainability, governance and social responsibility to ensure long-term value creation for all stakeholders.

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.

CREDIT RATING

During the year under review, the Company received a credit rating from the rating agency. The management, however, was of the view that the assigned rating did not adequately reflect the Companys operational performance, business growth, financial position and future growth prospects.

During the rating process, the Company made detailed submissions and presentations outlining its business performance, growth trajectory, strategic initiatives and future plans. Following the issuance of the rating rationale, the Company decided not to accept the assigned rating and accordingly preferred an appeal before the appropriate appellate authority. However, the appeal did not result in any revision of the rating assigned by the rating agency.

The Company remains committed to maintaining strong financial discipline, robust governance standards and sustainable business growth. The management is currently evaluating the appointment of another credit rating agency for obtaining an independent assessment of the Companys credit profile.

The Board continues to monitor the Companys financial position, liquidity profile and business performance and remains confident of the Companys long-term growth prospects and ability to meet its financial obligations.

REGULATORY COMPLIANCE AND SUPERVISORY PROCEEDINGS

The Company, being a regulated entity, remains committed to maintaining the highest standards of regulatory compliance. During the year, the Company continued to engage with regulatory authorities in relation to certain proceedings arising out of historical transactions. Appropriate corrective and preventive measures have been implemented, including strengthening of internal controls, compliance monitoring mechanisms, customer due diligence procedures and operational oversight. The Board regularly reviews the compliance framework and is satisfied with the measures undertaken by the management to enhance regulatory compliance.

FOREIGN EXCHANGE BUSINESS OPERATIONS

The Company continued to operate its foreign exchange and remittance business in compliance with the applicable provisions of the Foreign Exchange Management Act, 1999 (FEMA), directions, circulars and guidelines issued by the Reserve Bank of India (RBI) from time to time. The Company remains focused on strengthening its customer service, operational efficiency and compliance framework while maintaining prudent risk management practices across its business operations.

ANTI-MONEY LAUNDERING (AML) AND COMBATING FINANCING OF TERRORISM (CFT)

The Company has established comprehensive policies and procedures for Anti-Money Laundering (AML), Counter Financing of Terrorism (CFT) and Know Your Customer (KYC) compliance in accordance with the Prevention of Money Laundering Act, 2002, RBI Master Directions and other applicable regulatory requirements.

The Company undertakes customer due diligence, transaction monitoring, employee training and periodic compliance reviews to ensure adherence to regulatory standards. The Board and senior management continue to monitor the effectiveness of the AML/CFT framework and undertake corrective measures wherever required.

CUSTOMER PROTECTION AND DATA PRIVACY

The Company recognizes the importance of protecting customer information and maintaining confidentiality of customer data. Appropriate information security measures, access controls and monitoring mechanisms have been implemented to safeguard customer information and business- critical systems.

The Company continues to review and strengthen its data protection framework in line with evolving regulatory requirements and industry best practices.

RBI INSPECTION. COMPLIANCE ENHANCEMENT AND CORRECTIVE ACTIONS

The Company remains committed to maintaining the highest standards of regulatory compliance and governance. During the year under review, the Company continued implementation of corrective and preventive measures arising from observations made during regulatory reviews.

The Company has undertaken various initiatives to strengthen its compliance environment, including enhancement of KYC and customer onboarding procedures, strengthening of documentation controls, implementation of improved transaction monitoring mechanisms, revision of Standard Operating Procedures (SOPs), enhanced supervisory oversight and focused employee training programmes.

The Board and Audit Committee periodically review the status of regulatory compliances, implementation of corrective actions and effectiveness of internal control systems. The Board is satisfied that appropriate steps have been taken by the management to strengthen the compliance framework and mitigate recurrence of similar issues.

REGULATORY COMPLIANCE FRAMEWORK

The Company has a structured compliance management framework designed to ensure adherence to applicable provisions of the Companies Act, 2013, FEMA, RBI Directions, SEBI Regulations, taxation laws and other statutory requirements.

The compliance framework includes periodic compliance certifications, management reviews, internal audits, secretarial audits, regulatory reporting and oversight by the Audit Committee and the Board of Directors. The Company continuously reviews and updates its policies and procedures to align with evolving regulatory expectations.

BUSINESS CONTINUITY AND OPERATIONAL RESILIENCE

The Company has implemented business continuity and operational resilience measures to ensure uninterrupted delivery of services and protection of critical business functions. Periodic reviews of operational processes, technology infrastructure and contingency arrangements are undertaken to enhance organizational resilience and preparedness.

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
SD/-	SD/-
Apra Kuchhal	Rajesh Garg
Non- Executive Independent Director	Whole Time Director & CFO
DIN: 08453955)	DIN: 11027200)
Place: Jaipur
Date: 21.05.2026