Transteel Seating Technologies Ltd Directors Report

To,

The Members

Transteel Seating Technologies Limited

Your Directors are pleased to present the 31st Annual Report on the business and operations of Transteel Seating Technologies Limited ("the Company") along with the Audited Financial Statements, for the financial year ended March 31, 2026.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

OVERVIEW OF THE FINANCIAL PERFORMANCE AND STATE OF AFFAIRS:

The key highlights of the financial year ended March 31, 2026, is summarized as under:

(Amount in Lakhs)

PARTICULARS	2025-2026	2024-2025
Revenue from Operations	13,945.41	8,865.09
Other Income	16.83	27.80
Total Income	13,962.24	8,892.89
Less: Operating Expenses	9,489.75	4,281.82
Less: Other Expenses other than depreciation and interest	1,077.47	2379.69
Gross Profit/(Loss) before Depreciation and Interest	3,395.02	2,231.38
Less: Finance Costs	261.51	333.72
Less: Depreciation and Amortization Expense	160.22	139.04
Profit/(Loss) Before exceptional and extra-ordinary items	2,973.30	1,758.62
Exceptional and Extra-ordinary Item	-	-
Profit/(Loss) before Tax after exceptional and extra-ordinary items	2,973.30	1,758.62
Less: Tax Expense (Net)
Current Tax	719.18	411.56
Earlier Year Tax	-	49.47
Deferred Tax	24.55	31.05
Profit/(Loss) After Tax	2,229.57	1,266.54

BUSINESS OVERVIEW AND FINANCIAL HIGHLIGHTS

Established in 1995, the Company is a multi-disciplinary design, fit-out, furniture and fixtures company providing integrated solutions for commercial and institutional spaces. It serves sectors including corporate workspaces, education, factories and healthcare, offering customised solutions across interior design, commercial fit-outs, furniture, products and fixtures.

The Company integrates design, technology, manufacturing and project execution through an in-house team of architects, designers, engineers, technicians, craftsmen and MEP (Mechanical, Electrical, and Plumbing) professionals. Its offerings include workspace planning, interior architecture, furniture and fixtures, graphic and food court design, and associated construction and engineering services. The Company continues to adopt technology-driven and AI-enabled design tools and modern project management methodologies to enhance efficiency, quality and timely delivery while providing practical and cost-effective solutions.

Going forward, the Company remains focused on strengthening its capabilities across commercial interiors, workspace solutions, furniture and fit-out services, while leveraging its design expertise, manufacturing infrastructure, technology and experienced team to create long-term value for its customers and stakeholders.

During the year under review, the Company has recorded a total revenue of Rs. 13,962.24 lakhs as compared to Rs. 8,892.89 lakhs of the previous year, driven by robust and sustained demand for our seating systems and workstation solutions across the domestic market. Further, the Company has earned a net profit of Rs. 2,229.57 lakhs as compared to net profit of Rs. 1,266.54 lakhs in the previous year. These numbers reflect not just higher volumes, but the growing operating leverage and efficiency of our business.

DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion of business, the Board of Directors does not recommend any dividend for the Financial Year ended on March 31, 2026.

CHANGES IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

SHARE CAPITAL:

During the financial year, there was no change in the Authorised Share Capital of the Company. As of March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each.

Allotment Of Equity Shares Upon Conversion Of Warrants

During the financial year 2025-26, the Fund-Raising Committee of the Board of Directors, vide its resolutions has approved the allotment of equity shares upon conversion of warrants. The details of the aforesaid allotments and the consequent changes in the paid-up equity share capital of the Company are set out below:

Sr. No.	Particulars	Date of Allotment / Resolution	No. of Equity Shares Allotted	Face Value per Equity Share (Rs)	Premium per Equity Share (Rs)	Issue Price per Equity Share (Rs)	Paid-up Equity Share Capital (Rs)	No. of Equity Shares
1.	Paid-up Equity Share Capital before allotment	April 01, 2025	-	10	-	-	20,17,85,100	2,01,78,510
2.	Equity Shares allotted upon conversion of warrants	April 18, 2025	12,67,500	10	70	80	21,44,60,100	2,14,46,010
3.	Equity Shares allotted upon conversion of warrants	July 04, 2025	2,60,000	10	70	80	21,70,60,100	2,17,06,010
4.	Equity Shares allotted upon conversion of warrants	September 26, 2025	91,500	10	70	80	21,79,75,100	2,17,97,510
5.	Equity Shares allotted upon conversion of warrants	December 02, 2025	1,70,500	10	70	80	21,96,80,100	2,19,68,010
6.	Equity Shares allotted upon conversion of warrants	January 08, 2026	1,24,000	10	70	80	22,09,20,100	2,20,92,010
Total	Increase pursuant to conversion of warrants	-	19,13,500	10	70	80	1,91,35,000	19,13,500
7.	Paid-up Equity Share Capital as at March 31, 2026	March 31, 2026	-	10	-	-	22,09,20,100	2,20,92,010

Pursuant to the aforesaid allotments, the paid-up equity share capital of the Company in the financial year increased from

Rs. 20,17,85,100/- (Rupees Twenty Crore Seventeen Lakh Eighty-Five Thousand and One Hundred only) consist of 2,01,78,510 (Two Crore One Lakh Seventy- Eight Thousand Five Hundred and Ten) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 22,09,20,100/- (Rupees Twenty-Two Crore Nine Lakh Twenty Thousand One Hundred only), comprising 2,20,92,010 (Two Crore Twenty Lakh Ninety-Two Thousand Ten) equity shares of Rs. 10/- (Rupees Ten only) each.

Changes in the paid-up equity share capital subsequent to March 31, 2026

Subsequent to the closure of the financial year, the Fund-Raising Committee of the Board of Directors, vide its resolutions has approved the allotment of equity shares upon conversion of warrants. The details of the aforesaid allotments and the consequent changes in the paid-up equity share capital of the Company are set out below:

Sr. No.	Particulars	Date of Allotment	No. of Equity Shares Allotted	Face Value per Equity Share (Rs)	Premium per Equity Share (Rs)	Issue Price per Equity Share (Rs)	Paid-up Equity Share Capital after Allotment (Rs)	Total No. of Equity Shares
1.	Paid-up Equity Share Capital as at March 31, 2026	March 31, 2026	-	10	-	-	22,09,20,100	2,20,92,010
2.	Equity Shares allotted upon conversion of warrants	May 13, 2026	3,48,000	10	70	80	22,44,00,100	2,24,40,010
3.	Equity Shares allotted upon conversion of warrants	June 10, 2026	2,50,000	10	70	80	22,69,00,100	2,26,90,010
4.	Equity Shares allotted upon conversion of warrants	June 23, 2026	1,92,000	10	70	80	22,88,20,100	2,28,82,010
5.	Equity Shares allotted upon conversion of warrants	July 23, 2026	7,85,000	10	70	80	23,66,70,100	2,36,67,010
6.	Equity Shares allotted upon conversion of warrants	August 11, 2026	13,31,500	10	70	80	24,99,85,100	2,49,98,510
7.	Total increase pursuant to conversion of warrants	May 13, 2026 to August 11, 2026	29,06,500	10	70	80	2,90,65,000	29,06,500
8.	Paid-up Equity Share Capital as at August 11, 2026	August 11, 2026	-	10	-	-	24,99,85,100	2,49,98,510

As on the date of this report, the paid-up share capital stood at Rs. 24,99,85,100/- (Rupees Twenty-Four Crore Ninety-Nine Lakh Eighty-Five Thousand One Hundred only), comprising of 2,49,98,510 (Two Crore Forty-Nine Lakh Ninety-Eight Thousand Five Hundred Ten) equity shares of Rs.10/- (Rupees Ten only) each.

RESERVES:

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for the financial year 2025-26 in the retained earnings.

DEPOSITS:

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.

CORPORATE GOVERNANCE:

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Companys equity shares being listed on the Emerge Platform of NSE, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on Corporate Governance is not annexed to the Annual Report.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 (‘the Act) the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2026, is available on the Companys Website and can be accessed at https://transteel.com/investors-desk/ . In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors provides strategic direction and oversight to the Companys operations and is responsible for ensuring effective governance and sustainable value creation for all stakeholders. As on March 31,2026, Board of Directors of the Company comprised of 6 (Six) Directors, possessing wide and varied experience in different disciplines and areas of corporate functioning. The Directors bring to the Board a balanced mix of skills, knowledge, industry experience, and leadership capabilities, which enables informed decision-making and effective oversight of the Companys business and affairs.

In the opinion of the Board, all the Directors, including the Directors appointed/re-appointed during the year under review, possess the requisite qualifications, experience and expertise and maintain high standards of integrity. The criteria for determining qualifications, positive attributes and independence of a director are provided in the Policy on Nomination, Appointment and Removal of Directors, which can be accessed on Companys website at https://transteel.com/investorsdesk/codes-and-policies/.

The composition of the Board of Directors of your Company as on March 31, 2026, is as follows:

Sr. No.	Name of Director	DIN	Designation
1	Mr. Shiraz Ibrahim	00812527	Managing Director
2	Ms. Nasreen Shiraz	00581065	Whole Time Director
3	*Mr. Mukesh Singh	00182998	Independent Director
4	Ms. Simran Ibrahim	10885848	Whole Time Director
5	Ms. Shalini Ramanna Veerendra	11026654	Independent Director
6	Mr. Ambar Ahlada Rao	02759886	Non-Executive Non-Independent Director

*Mr. Mukesh Singh(DIN: 00182998), Independent Director, resigned from the Board of Directors of the Company with effect from May 15, 2026, following the closure of the financial year. Pursuant to his resignation, the Board has appointed Mr. Rohit Raghunath Jadhav (DIN: 07792007) as an Independent Director with effect from August 11,2026 to fill the resultant vacancy.

APPOINTMENT AND REAPPOINTMENT:

During the year under review, the Board of Directors, at its meeting held on May 30, 2025, appointed Ms. Shalini R Veerendra (DIN: 11026654) as an Additional Director in the capacity of a Non- Executive Independent Director. The said appointment was subsequently approved by the Members in the Annual General Meeting("AGM") held on September 29, 2025.

Further, the Board of Directors, at its meeting held on September 05,2025, appointed Mr. Ambar Ahlada Rao (DIN: 02759886) as an Additional Director in the capacity of Non- Executive Non-Independent Director. The said appointment was subsequently approved by the Members in the Annual General Meeting("AGM") held on September 29, 2025.

Changes post March 31, 2026

After the closure of the financial year, the Board of Directors, at its meeting held on August 11, 2026, appointed Mr. Rohit Raghunath Jadhav (DIN: 07792007) as an Additional Director in the capacity of a Non-Executive Independent Director. His appointment is proposed for the consideration and approval of the Members at the ensuing Annual General Meeting ("AGM").

CESSATION:

During the year under review, there was no cessation of any Director from the Board of Directors of the Company.

However, after the closure of the financial year, Mr. Mukesh Singh (DIN: 00182998), Independent Director, resigned from the Board of Directors of the Company with effect from May 15, 2026. The Board places on record its sincere appreciation for the valuable guidance, support and contributions rendered by Mr. Mukesh Singh during his tenure as a Director of the Company.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

Mr. Shiraz Ibrahim (DIN: 00812527 Managing Director of the Company, who retired by rotation in terms of Section 152(6) of the Act, was re-appointed by the Members at the 30th Annual General Meeting held on September 29, 2025.

In accordance with the provisions of Section 152(6) of Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Ms. Nasreen Shiraz (DIN 00581065), Whole- Time Director of the Company, is liable to be retire by rotation at the ensuing Annual General Meeting("AGM") and, being eligible, has offered herself for re-appointment.

Your Board recommends her re-appointment for the approval of the members. A resolution seeking the approval of the Members for her re-appointment forms part of the Notice convening the 31st Annual General Meeting scheduled to be held on September 30, 2026.

The profile and other details of Ms. Nasreen Shiraz are provided in the Annexure to the Notice.

INDEPENDENT DIRECTORS:

Declaration by Independent Directors under sub-section (6) of section 149:

As on March 31,2026, Mr. Mukesh Singh (DIN: 00182998) and Ms. Shalini Ramanna Veerendra (DIN: 11026654) were the Independent Directors on the Board of the Company.

The Company has received the necessary declaration from the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 25 read with regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of the Companies Act, 2013.

None of the Independent Directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar ("IICA") and have their name included in the ‘Independent Directors Data Bank maintained by the IICA.

Familiarization Programme for Independent Directors:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), the Company has put in place a Familiarization Program for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of such program is available on the website of the company at https://transteel.com/investors-desk/codes-and-policies/.

Terms and conditions of appointment:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ‘Guidelines for Professional Conduct pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company and may be accessed through the web link https://transteel.com/investors-desk/codes-and-policies/.

Board evaluation:

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors based on various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The outcomes of the evaluation process were discussed by the Board.

CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Abhishek Lohia resigned from the post of Company Secretary and Compliance Officer, with effect from April 30,2025. The Board places on record its sincere appreciation for the valuable guidance, support, and contributions rendered by him during his tenure.

With the recommendation of the Nomination and Remuneration Committee, the Board appointed Ms. Barkha Pareek as the Company Secretary and Compliance Officer of the Company with effect from July 24, 2025.

The Key Managerial Personnel ("KMP") of the Company as on March 31, 2026, are as follows:

Sr. No.	Name of Key Managerial Personnel	Designation
1	Mr. Shiraz Ibrahim	Managing Director and Chief Financial Officer
2	Ms. Barkha Pareek	Company Secretary and Compliance Officer

BOARD MEETINGS:

The Board of Directors meet regularly to review the Companys business policies, strategies and key governance matters. Effective oversight of operations is ensured through quarterly meetings. The agenda for Board and Committee meetings is circulated along with detailed notes on the items to be discussed, enabling Directors to take informed decisions.

The Board of Directors (herein after called as "the Board") met five (5) times during the year under review. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and the rules made thereunder.

Sr. No.	Name of the Director	Category	Number of Board Meetings entitled to attend / held during the Year	Number of Board Meetings attended during the Year
1	Mr. Shiraz Ibrahim	Chairman and Managing Director	5	5
2	Ms. Nasreen Shiraz	Whole Time Director	5	5
3	*Mr. Mukesh Singh	Independent Director	5	5
4	Ms. Simran Ibrahim	Whole Time Director	5	5
5	Ms. Shalini Ramanna Veerendra	Independent Director	4	4
6	#Mr. Ambar Ahlada Rao	Non-Executive Non-Independent Director	2	2

#Mr. Ambar Ahlada Rao was appointed w.e.f September 05, 2025.

*Mr. Mukesh Singh resigned w.e.f May 15, 2026.

COMMITTEES OF THE BOARD:

Pursuant to the provisions Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted the following Committees to take informed decisions, in the best interests of the Company:

- Audit Committee,

- Nomination and Remuneration Committee,

- Stakeholders Relationship Committee,

- Internal Compliant Committee,

- Corporate Social Responsibility Committee and

- Fund-Raising Committee

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Meeting and its Power) Rules, 2014 read with Regulation 18 and all other applicable provisions of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015.

The Audit committee review reports of the Internal Auditor, meet Statutory Auditors as and when required and discuss their findings, suggestions, observations, and other related matters and reviews major accounting policies followed by the Company.

Composition of the Committee and Committee Meetings

As on March 31, 2026, the Committee comprised of 3 (three) directors, of which 2 (two) are Independent directors and includes the Chairman of the Committee. The members of the Audit Committee have relevant experience in financial matters as well as have accounting or related financial management expertise and are considered financially literate as defined in Regulation 18(1)(c) of the SEBI Listing Regulations. The Chairman of the Audit Committee has expert knowledge in accounts & finance, and governance matters.

During the year under review, the Audit Committee met 4 (Four) times. The Company Secretary acts as the Secretary to the Audit Committee Meetings. The gap between two consecutive meetings did not exceed 120 days and all members were present for all the meetings of the Committees.

The composition of the Audit Committee and particulars of attendance by the members at the meetings of the Committee held in FY 2025-26 are given below:

Sr. No.	Name of Committee Member	Category	No. meetings held during the year	No. of meetings attended
1	Mr. Mukesh Singh (Chairman)	Independent Director	4	4
2	Ms. Shalini Ramanna Veerendra	Independent Director	4	4
3	Mr. Shiraz Ibrahim	Chairman and Managing Director	4	4

Mr. Mukesh Singh (DIN: 00182998), Independent Director, resigned from the Board of Directors of the Company with effect from May 15, 2026, following the closure of the financial year. Pursuant to his resignation, the Board has appointed Mr. Rohit Raghunath Jadhav (DIN: 07792007) as an Independent Director with effect from August 11, 2026, to fill the resultant vacancy.

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with the Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Apart from that all the matters provided under Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees of the Company.

Composition of the Committee and Committee Meetings

As on March 31, 2026, the Nomination and Remuneration Committee comprised of 3 (three) Non-Executive Directors, of which 2 (two) are Independent Directors.

During the year under review, the Nomination and Remuneration Committee met 3 (three) times. The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee meetings. All Members were present for all the meetings of the Committee. The composition of the Committee and particulars of attendance by the members at the meetings of the Committee held in FY 2025-26 are given below:

Sr. No.	Name of Committee Member	Category	No. meetings held during the year	No. of meetings attended
1	Mr. Mukesh Singh (Chairman)	Independent Director	3	3
2	Ms. Shalini Ramanna Veerendra	Independent Director	3	3
3	Mr. Shiraz Ibrahim	Chairman and Managing Director	3	3

Mr. Mukesh Singh (DIN: 00182998), Independent Director, resigned from the Board of Directors of the Company with effect from May 15, 2026, following the closure of the financial year. Pursuant to his resignation, the Board has appointed Mr. Rohit Raghunath Jadhav (DIN: 07792007) as an Independent Director with effect from August 11, 2026 to fill the resultant vacancy.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors.

The scope of the Shareholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also investigates matters which can facilitate better investors services and relations.

Composition of the Committee and Committee Meetings

As on March 31, 2026, the Stakeholders Relationship Committee comprised of 3 (three) Directors - 2 (two) are independent directors (which includes the Chairman of the Committee) and 1 (one) Managing Director of the Company.

During the year under review, the Committee met once. All Members were present for all the meetings of the Committee.

The composition of the Committee and particulars of attendance by the members at the meetings of the Committee held in FY 2025-26 are given below:

Sr. No.	Name of Committee Member	Category	No. meetings held during the year	No. of meetings attended
1	Mr. Mukesh Singh (Chairman)	Independent Director	1	1
2	Ms. Shalini Ramanna Veerendra	Independent Director	1	1
3	Mr. Shiraz Ibrahim	Chairman and Managing Director	1	1

Mr. Mukesh Singh (DIN: 00182998), Independent Director, resigned from the Board of Directors of the Company with effect from May 15, 2026, following the closure of the financial year. Pursuant to his resignation, the Board has appointed Mr. Rohit Raghunath Jadhav (DIN: 07792007) as an Independent Director with effect from August 11, 2026, to fill the resultant vacancy.

D) INTERNAL COMPLAINTS COMMITTEE:

The scope of the Internal Complaints Committee (ICC) includes redressing complaints fairly and without bias within the prescribed period of 90 days, conducting awareness workshops and activities to educate employees about sexual harassment at the workplace, its effects and the applicable laws, and creating awareness regarding the process for filing complaints with the ICC. The Internal Complaints Committee has been duly constituted in accordance with the applicable regulations.

The composition of the Internal Complaints Committee as on March 31, 2026, is as under:

Sr. No.	Name of Director	Designation
1	Ms. Nasreen Shiraz	Chairman
2	Mr. Yogananda V G	Member
3	Ms. Simran Ibrahim	Member
4	Ms. Deepti Anand	Member

E) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Company is constituted in line with section 135 and all relevant provisions of the Companies Act, 2013 (hereinafter the "Act") read with Rule 5 of the Companies (Corporate Social Responsibility) Rules, 2014 (hereinafter the "CSR Rules") and any other applicable provisions of the Act and rules made thereunder.

During the Financial Year ended on March 31, 2026, one meeting of the Committee was held through Video Conferencing.

The composition of the Corporate Social Responsibility Committee as on March 31, 2026, is as under:

Sr. No.	Name of Director	Designation	No. meetings held during the year	No. of meetings attended
1	Mr. Mukesh Singh	Chairman	1	1
2	Ms. Nasreen Shiraz	Member	1	1
3	Mr. Shiraz Ibrahim	Member	1	1

Mr. Mukesh Singh (DIN:00182998) resigned from the Board effective May 15, 2026. Pursuant to his resignation, the Board, at its meeting held on May 30, 2026, reconstituted the Committee and appointed Ms. Shalini Ramanna Veerendra, as a Member of the Committee in his place to fill the vacancy.

F) FUND RAISING COMMITTEE:

The Fund-Raising Committee was constituted by the Board of Directors in its meeting held on December 26, 2024, with the objective of making necessary decisions, addressing any challenges or obstacles arising in connection with the Companys proposed preferential issue of securities (Warrants) to persons belonging to Non-Promoter, Public category and engaging professional intermediaries, experts, technical consultants, and advisors, as needed. During the Financial Year ended on March 31, 2026, five (5) meetings of the Committee were held through Video Conferencing.

The composition of the Fund-Raising Committee as on March 31, 2026, is as under:

Sr. No.	Name of Director	Designation	No. meetings held during the year	No. of meetings attended
1	Mr. Shiraz Ibrahim	Chairman	5	5
2	Ms. Nasreen Shiraz	Member	5	5
3	Mr. Mukesh Singh	Member	5	5

Mr. Mukesh Singh (DIN: 00182998), Independent Director, resigned from the Board of Directors of the Company with effect from May 15, 2026, following the closure of the financial year. Pursuant to his resignation, the Board has appointed Mr. Rohit Raghunath Jadhav (DIN: 07792007) as an Independent Director with effect from August 11, 2026 to fill the resultant vacancy.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

GENERAL MEETINGS:

During the year under review, the Company held its 30th Annual General Meeting (AGM) on September 29, 2025, at 03:00 P.M.

STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Gupta Agrawal & Associates., Chartered Accountants, (Firm Registration No. 329001E), were appointed as Statutory Auditors for a period of 5 years, commencing from the conclusion of the 28th Annual General Meeting held on September 30, 2023, till the conclusion of the 33rd Annual General Meeting of the Company to be held in the year 2028. The Members authorized the Board to finalize the terms and conditions of re-appointment, including remuneration of the Statutory Auditor, based on the recommendation of the Audit Committee.

M/s. Gupta Agrawal & Associates, Chartered Accountants (Firm Registration No. 329001E), has given consent and eligibility certificate for appointments as the Statutory Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The observations in the Auditors Report alongwith the comments of the Board are as follows:

Sr. No. Observations in the Audit Report	Comments of the Board
1 - For the Financial Year 2025–26: The Company has an unspent Corporate Social Responsibility (CSR) amount of Rs20.47 lakhs as at March 31, 2026. In accordance with the applicable provisions of the Companies Act, 2013, the said amount is required to be transferred to a Fund specified in Schedule VII to the Companies Act, 2013, within six months from the end of the financial year, i.e., by September 30, 2026. Accordingly, the Company is within the prescribed statutory timeline for making such transfer as at the date of this report.	The Board has taken note of the observation made by the Statutory Auditor regarding the non-transfer of the unspent CSR amount of Rs20.47 lakhs to a Fund specified in Schedule VII to the Companies Act, 2013, within the prescribed timeline. The Company acknowledges the aforesaid non-compliance and is taking necessary steps to regularise the same in accordance with the applicable provisions of the Companies Act, 2013. The Board has also directed the management to strengthen the internal monitoring mechanism to ensure timely compliance with the applicable CSR provisions in future.
- For the Financial Year 2024–25 (Prior Year Default): In respect of the previous financial year ended March 31, 2025, the required CSR amount of Rs 20.16 Lakhs was neither spent nor transferred to a Fund specified in Schedule VII to the Companies Act, 2013 by the statutory due date (i.e., September 30, 2025), and continues to remain unspent/untransferred as on the date of this report. (Note: Total cumulative prior years unspent shortfall as on March 31, 2025, stands at Rs 30.18 Lakhs).
- The Total unspent shortfall of Rs. 50.65 Lakhs has not been transferred to any separate bank account.
2 There were no undisputed amounts payable in respect of goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable, except the following:	The Board has taken note of the observation made by the Statutory Auditors regarding the outstanding statutory dues as at March 31, 2026. The delay in payment of ESIC and Provident Fund (PF) dues was primarily due to the non-functioning of the respective statutory portals, which resulted in the Company being unable to make the payments within the prescribed timelines. Further, the amounts relating to TDS and VAT were reported as outstanding in the Auditors Report; however, the said report was prepared prior to the respective due dates for payment of such dues.
• ESIC Payable: Rs. 0.34 Lakhs	All the aforesaid outstanding statutory dues have been subsequently paid and cleared as on the date of this Boards Report.
• PF Payable: Rs. 1.00 Lakhs	The Company has also taken necessary steps to ensure timely payment and monitoring of statutory dues going forward.
• TDS Payable: Rs. 0.03 Lakhs
• VAT Payable: Rs. 0.04 Lakhs

INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s Prakash & Rajguru, Chartered Accountants, Bengaluru were appointed as Internal Auditor for the Financial Year 2025-26.

The Audit Committee of the Board, in consultation with the Internal Auditor, shall formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

COST RECORDS AND COST AUDIT:

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2025-26. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your Company. Accordingly, the cost auditor is not appointed for the financial year 2025-2026.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of Regulation 24A of the SEBI Listing Regulations and the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Annual General Meeting held on September 29,2025, approved the appointment of M/s. Nishtha Khandelwal & Associates, Practicing Company Secretary, Membership No. A71865 & Certificate of Practice No.27466 as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from April 1, 2025 until March 31, 2030.

The Members also approved the remuneration for FY 2025-26 payable to the Secretarial Auditor and authorised the Board of Directors to finalise the terms and conditions of the appointment, including remuneration of the Secretarial Auditor for the remaining period, based on the recommendation of the Audit Committee.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, Report is annexed to this Boards Report as "Annexure-A" to this Boards Report. The observations in the Secretarial Audit Report alongwith the comments of the Board are as follows:

Sr. No.	Observations in the Secretarial Audit Report	Comments of the Board
1	During the financial year under review, the Company received an Advisory Letter dated August 29, 2025, from the National Stock Exchange of India Limited ("NSE") in relation to non-compliance with the provisions of Regulation 167(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The NSE observed that 25,60,000 warrants allotted on a preferential basis were kept under lock-in from April 24, 2025, resulting in a delay of more than two months from the date of allotment and consequent non-compliance with the applicable lock-in requirements prescribed under the said Regulations. The NSE advised the Company to exercise due diligence in future and directed that the Advisory Letter be placed before the Board of Directors at its ensuing meeting. The Company has taken note of the observations and has been advised to ensure strict compliance with the applicable regulatory requirements going forward.	The Board has taken note of the observations and shall ensure strict compliance with the applicable regulatory requirements going forward.
2	- For the Financial Year 2025–26: The Company has an unspent Corporate Social Responsibility (CSR) amount of Rs20.47 lakhs as at March 31, 2026. In accordance with the applicable provisions of the Companies Act, 2013, the said amount is required to be transferred to a Fund specified in Schedule VII to the Companies Act, 2013, within six months from the end of the financial year, i.e., by September 30, 2026. Accordingly, the Company is within the prescribed statutory timeline for making such transfer as at the date of this report. - For the Financial Year 2024–25 (Prior Year Default): In respect of the previous financial year ended March 31, 2025, the required CSR amount of Rs 20.16 Lakhs was neither spent nor transferred to a Fund specified in Schedule VII to the Companies Act, 2013 by the statutory due date (i.e., September 30, 2025), and continues to remain unspent/untransferred as on the date of this report. (Note: Total cumulative prior years unspent shortfall as on March 31, 2025, stands at Rs 30.18 Lakhs). - The Total unspent shortfall of Rs. 50.65 Lakhs has not been transferred to any separate bank account.	The Board has taken note of the observation made by the Secretarial Auditor regarding the non-transfer of the unspent CSR amount of Rs20.47 lakhs to a Fund specified in Schedule VII to the Companies Act, 2013, within the prescribed timeline. The Company acknowledges the aforesaid non-compliance and is taking necessary steps to regularise the same in accordance with the applicable provisions of the Companies Act, 2013. The Board has also directed the management to strengthen the internal monitoring mechanism to ensure timely compliance with the applicable CSR provisions in future.
3	There were no undisputed amounts payable in respect of goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable, except the following: • ESIC Payable: Rs. 0.34 Lakhs • PF Payable: Rs. 1.00 Lakhs • TDS Payable: Rs. 0.03 Lakhs • VAT Payable: Rs. 0.04 Lakhs	The Board has taken note of the observation made by the Secretarial Auditor regarding the outstanding statutory dues as at March 31, 2026. The delay in payment of ESIC and Provident Fund (PF) dues was primarily due to the non-functioning of the respective statutory portals, which resulted in the Company being unable to make the payments within the prescribed timelines. Further, the amounts relating to TDS and VAT were reported as outstanding in the Report; however, the said report was prepared prior to the respective due dates for payment of such dues. All the aforesaid outstanding statutory dues have been subsequently paid and cleared as on the date of this Boards Report. The Company has also taken necessary steps to ensure timely payment and monitoring of statutory dues going forward.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE SECRETARIAL AUDIT REPORT:

Explanation or comments to qualification, reservation, adverse remark or disclaimer made in the Statutory Auditors Report and the Secretarial Audit Report have been provided in the sections titled "Statutory Auditors And Auditors Report" and "Secretarial Auditor And Their Report" respectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boards Report.

DISCLOSURE OF ACCOUNTING TREATMENT:

The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (‘GAAP), statutory requirements prescribed under the Accounting Standards (‘AS) specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to the Company for the Financial Year 2025-26.

During FY 2025-26, the Company was required to spend Rs. 30.43 lakhs towards CSR activities and incurred Rs. 9.95 lakhs, leaving an unspent amount of Rs. 20.48 lakhs due to the non-identification of suitable CSR projects. The Company shall transfer the unspent amount to the appropriate entities specified under Schedule VII of the Companies Act, 2013 by September 30, 2026, in compliance with the applicable CSR provisions.

The details of the CSR expenditure, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in "Annexure B" to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an "Annexure -C" to this Report.

VIGIL MECHANISM:

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, The Companys vigil mechanism allows the Directors and employees to report their concerns about unethical behaviour, actual or suspected frauds or violation of the code of conduct /business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairman of the Audit Committee.

The Whistle-Blower Policy of the Company can be accessed on the Companys website at https://transteel.com/investors-desk/codes-and-policies/.

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

Subsequent to the end of the financial year 2025-26 and up to the date of this Report, the following material changes and commitments have occurred which may affect the financial position of the Company:

The Fund-Raising Committee of the Board of Directors, vide its resolutions has approved the allotment of equity shares upon conversion of warrants. The details of the aforesaid allotments and the consequent changes in the paid-up equity share capital of the Company are set out below:

Sr. No.	Particulars	Date of Allotment	No. of Equity Shares Allotted	Face Value per Equity Share (Rs)	Premium per Equity Share (Rs)	Issue Price per Equity Share (Rs)	Paid-up Equity Share Capital after Allotment (Rs)	Total No. of Equity Shares
1.	Paid-up Equity Share Capital as at March 31, 2026	March 31, 2026	-	10	-	-	22,09,20,100	2,20,92,010
2.	Equity Shares allotted upon conversion of warrants	May 13, 2026	3,48,000	10	70	80	22,44,00,100	2,24,40,010
3.	Equity Shares allotted upon conversion of warrants	June 10, 2026	2,50,000	10	70	80	22,69,00,100	2,26,90,010
4.	Equity Shares allotted upon conversion of warrants	June 23, 2026	1,92,000	10	70	80	22,88,20,100	2,28,82,010
5.	Equity Shares allotted upon conversion of warrants	July 23, 2026	7,85,000	10	70	80	23,66,70,100	2,36,67,010
6.	Equity Shares allotted upon conversion of warrants	August 11, 2026	13,31,500	10	70	80	24,99,85,100	2,49,98,510
7.	Total increase pursuant to conversion of warrants	May 13, 2026 to August 11, 2026	29,06,500	10	70	80	2,90,65,000	29,06,500
8.	Paid-up Equity Share Capital as at August 11, 2026	August 11, 2026	-	10	-	-	24,99,85,100	2,49,98,510

As on the date of this report, the paid-up share capital stood at Rs. 24,99,85,100/- (Rupees Twenty-Four Crore Ninety-Nine Lakh Eighty-Five Thousand One Hundred only), comprising of 2,49,98,510 (Two Crore Forty-Nine Lakh Ninety-Eight Thousand Five Hundred Ten) equity shares of Rs.10/- (Rupees Ten only) each.

Except as stated above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

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

During the year under review, there is no significant orders passed by the Regulators/ Courts impacting the going concern status and Company and its operations in future.

DEMATERIALISATION OF SHARES:

The Companys equity shares are traded in dematerialized form on Emerge Platform of NSE. As of March 31, 2026, 100% of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) INE0NVI01020 under the Depository System.

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

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womens harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises.

The details of complaints received and disposed of during the financial year under review are as follows:

Particulars	2025-26	2024-25
Number of complaints of sexual harassment received in the year	Nil	Nil
Number of complaints disposed of during the year	NA	NA
Number of cases pending for more than 90 days	NA	NA

Your Company has a zero tolerance towards sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits, including paid leave, medical benefits, and related facilities for its female employees, and affirms complete compliance with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The financial statements contain the requisite disclosures in respect of loans, guarantees and investments covered under Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website and can be accessed at https://transteel.com/investors-desk/codes-and-policies/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

During the financial year 2025-26, all contracts, arrangements and transactions entered into with the related parties, including any material modification thereof, were in the ordinary course of business and on an arms length basis and were approved by the Audit Committee. Further, none of the transactions during the year were material in nature which require approval of the shareholders under Section 188(1) of the Companies Act, 2013 read with Regulation 23(4) of the SEBI Listing Regulations.

Accordingly, the disclosure of particulars of contracts/arrangements with related parties in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Moreover, the details of related party transactions, as required under the applicable accounting standards have been disclosed in the Notes to the Financial Statement forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of business activities of the Company, the Company has not undertaken any activities relating to conservation of energy and has not incurred any expenditure on research and development during the financial year under review.

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are provided below:

The details of foreign exchange earnings and outgo during the financial year are as under:

(Amount in Lakhs)

Foreign exchange earnings and outgo	2025-2026	2024-2025
(i) Foreign exchange earnings (actual inflows)	Nil	Nil
(ii) Foreign exchange outgo (actual outflows)	Nil	12,843.74

DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture companies.

RISK MANAGEMENT:

The Board of Directors of the Company has established a comprehensive risk management framework to effectively manage internal and external risks across its businesses. The Board oversees the risk management function by defining and approving the objectives and philosophy of risk management and continuously monitoring and reviewing risks across the organization.

This framework aims to foster a strong risk culture integrated with the Companys business strategy and ensure that the Company undertakes businesses that are well understood and within its defined risk appetite. It further focuses on building profitable and sustainable businesses through a conservative approach to risk, proactively managing risks across the organization, and adopting best-in-class risk management practices to enhance shareholder value and strengthen stakeholder confidence.

In addition, the Board has put in place a comprehensive Risk Management Policy aimed at optimizing the risk-reward trade-off and enhancing shareholder value. The Companys approach to risk management is based on a clear understanding of the variety of risks it faces, disciplined risk monitoring and measurement, and continuous assessment and mitigation measures to ensure sustainable growth and value creation for all stakeholders.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has ensured compliance with the mandated Secretarial Standard I and II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

DISCLOSURE UNDER SECTION 43(A)(III) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any shares with differential rights.

Hence, no information as per provisions of Section 43(a)(iii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any sweat equity shares during the year under review.

Hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any equity shares under Employees Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, enables online upload of Action Take Reports(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise, within the statutory time frame from the date of receipt.

During the financial year 2025-26, the Company did not receive any complaints on SCORES. The details of investor complaints received, resolved, and pending during the year are as follows:

Sr. No.	Complaints Received	Complaints Received	Complaints solved	Complaints Pending
1	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2	Non-receipt of dividend warrants	Nil	Nil	Nil
3	Query regarding demat credit	Nil	Nil	Nil
4	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the Financial Year 2025-26.

Pursuant to Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) Proper internal financial controls were followed by the Company, and such internal financial controls are adequate and were operating effectively.

POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Companys website viz., https://transteel.com/investors-desk/codes-and-policies/, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2025-26 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as "Annexure-D" to this Report.

Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in an annexure forming part of this report.

THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There has been no one-time settlement being made during the financial year with any bank or financial institution.

DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the financial year 2025-26, no application was made or proceeding initiated against your Company under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors.

As on the date of this report, no application or proceeding is pending against your Company under the Insolvency and Bankruptcy Code, 2016.

CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For Transteel Seating Technologies Limited.

Sd/-

Shiraz Ibrahim

Managing Director and Chairman

DIN: 00812527

Date: September 03, 2026

Place: Bangalore