Transteel Seating Technologies Ltd Directors Report

#Ms. Rina Sharma resigned w.e.f March 03, 2025.

GENERAL MEETINGS:

During the year, the Company held its 29^th Annual General Meeting (AGM) on September 30, 2024, at 04:00 P.M. In addition to the AGM, one Extraordinary General Meeting (EGM) was held on January 22, 2025

INDEPENDENT DIRECTOR:

A) DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

During the year under review, Mr. Mukesh Singh (DIN: 00182998) and Ms. Rina Sharma (DIN: 08557373) are 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.

B) 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/.

C) 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/.

D) 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 independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, considering the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual directors was also discussed.

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 Committees of the Board i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Internal Compliant Committee, Corporate Social Responsibility Committee and the fund raising committee to take informed decisions, in the best interests of the Company.

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 primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Code of Conduct and Insider Trading Code, Whistle Blower Policies and related cases thereto.

Mr. Abhishek Lohia, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meeting of the Audit Committee held during the Financial Year 202425.

The Audit Committee is duly constituted in accordance with the applicable regulation. During the Financial Year ended March 31, 2025, the audit committee convened Four (4) meetings which were held on May 24, 2024, September 06, 2024, November 14, 2024, and February 12, 2025 through Video Conferencing.

The Composition of the Audit Committee as on March 31, 2025, is as under:

* Ms. Rina Sharma (DIN: 08557373) resigned from the Board with effect from March 03,2025. Pursuant to her resignation, the Board, at its meeting held on May 30, 2025, reconstituted the Audit Committee and appointed Ms. Shalini Ramanna Veerendra (DIN: 11026654), Independent Director, as a Member of the Committee in her place.

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.

The purpose of the Nomination and Remuneration Committee (“NRC”) is to oversee the Companys nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process

of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management.

During the Financial Year ended March 31, 2025, the Nomination and Remuneration Committee convened Two (2) meeting, which were held on September 06, 2024, and December 26, 2024, through Video Conferencing.

The Composition of the Nomination and Remuneration Committee as on March 31, 2025, is as under:

Mr. Karan Atul Bora (DIN: 08244316) resignedfrom the Board effective December 06, 2024. Pursuant to his resignation, the Board, at its meeting held on December 26, 2024, reconstituted the Committee and appointed Mr. Shiraz Ibrahim, Chairman and Managing Director, as a Member of the Committee in his place to fill the vacancy. Further, Ms. Rina Sharma (DIN: 08557373) resigned from the Board with effect from March 03, 2025. Pursuant to her resignation, the Board, at its meeting held on May 30, 2025, reconstituted the Nomination and Remuneration Committee and appointed Ms. Shalini Ramanna Veerendra (DIN: 11026654), Independent Director, as a Member of the Committee in her place.

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.

The Stakeholders Relationship Committee was duly constituted in accordance with applicable regulations. During the Financial Year ended on March 31, 2025, the Stakeholders Relationship Committee convened one (1) Meeting which was held on December 26, 2024, through Video Conferencing.

The Composition of the Stakeholders relationship Committee as on March 31, 2025, is as under:

D. INTERNAL COMPLAINTS COMMITTEE:

The Scope of Internal Complaints Committee will be Redressal of complaints filed with fairness and without bias, Within the period of 90 days and undertaking Awareness workshops/activities to educate all employees of the Company about Sexual harassment at workplace, its effects and laws against it, Filing a complaint with the ICC. The Internal Complaints Committee is duly constituted in accordance with applicable regulations.

The Composition of the Internal Complaints Committee as on March 31, 2025, is as under:

E) CORPORATE SOCIAL RESPONSIBILTY 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. The Corporate Social Responsibility Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended on March 31, 2024, the Corporate Social Responsibility Committee convened Two (2) meetings held on September 06, 2024, and February 12, 2025, through Video Conferencing.

The Composition of the Corporate Social Responsibility Committee as on March 31, 2025, is as under:

Mr. Karan Atul Bora (DIN: 08244316) resignedfrom the Board effective December 06, 2024. Pursuant to his resignation, the Board, at its meeting held on December 26, 2024, reconstituted the Committee and appointed Mrs. Nasreen Shiraz, 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.

The Composition of the Fund-Raising Committee as on March 31, 2025, is as under:

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.

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 28^th Annual General Meeting held on September 30, 2023, till the conclusion of the 33^rd 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. There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

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, the Chartered Accountant firm, Bengaluru were appointed as Internal Auditor for the Financial Year 2024-25.

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 202425. 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 20242025.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,the Audit Committee and Board of Directors of the Company have approved the appointment and remuneration 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 the Financial Year 2025-26 to 202930. The Board has recommended her appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

M/s. Nishtha Khandelwal & Associates, Practicing Company Secretary, Membership No. A71865 & Certificate of Practice No.27466 has consented to act as the Secretarial Auditor of the Company and confirmed that her appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. She has further confirmed that she is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations

The Secretarial Audit Report submitted by M/s. Nishtha Khandelwal & Associates, the Secretarial Auditors, for the Financial Year 2024-25 is annexed as “Annexure-A” to this Boards Report.

Reply to the observations made in Secretarial Report:

a) The Board takes note of the observation regarding the composition of the Nomination and Remuneration Committee. The same arose due to transitional requirements during the year. However, the committee was duly constituted in accordance with the provision of the Companies Act, 2013.

b) With respect to the unspent CSR obligation of ^10.03 lakhs for FY 2023-24, the Company was unable to deploy the required funds within the stipulated period owing to challenges in identifying and executing appropriate projects. The Board assures that necessary measures are being taken to strengthen the CSR framework so as to ensure adherence in future.

c) With respect to CSR obligation For FY 2024-25, the board assures that the CSR expenditure will be addressed dully by transferring the requisite funds to the appropriate entities listed in Schedule VII of the Companies Act,2013 by September 30, 2025.

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

The Statutory Auditors Report to the members, for the year ended March 31, 2025, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board. Whereas observation mention in Secretarial Auditors Report is explained above.

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 being the Net Profit of the company exceeds Rupees Five Crore.

The Companys liability for Corporate Social Responsibility (CSR) expenditures amounts to Rs. 20.14 lakhs, which constitutes 2% of the average net profits calculated over the preceding three financial years, in compliance with Section 198 of the Companies Act, 2013.

Due to the Companys inability to identify suitable Corporate Social Responsibility (CSR) projects, no expenditures have been made towards CSR activities. However, the board assures that the CSR

expenditure will be addressed dully by transferring the requisite funds to the appropriate entities listed in Schedule VII of the Companies Act,2013 by September 30, 2025.

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.

WHISTLE BLOWER MECHANISM (VIGIL MECHANISM):

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation.

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

The Policy is also applicable to your Companys directors and employees, and a copy of the Policy is available on the website of the Company and may be accessed through the web link 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 2024-25 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, at its meetings held on April 18, 2025 and July 4, 2025, approved the allotment of 12,67,500 (Twelve Lakh Sixty-Seven Thousand Five Hundred) and 2,60,000 (Two Lakh Sixty Thousand) equity shares, respectively, of face value ?10/- each at a premium of ?70/- per equity share, fully paid-up, upon conversion of warrants.

Pursuant to the above allotments, the paid-up equity share capital of the Company increased from ^20,17,85,100/- (Rupees Twenty Crore Seventeen Lakh Eighty-Five Thousand One Hundred only) comprising 2,01,78,510 equity shares of ?10/- each, to ^21,70,60,100/- (Rupees Twenty-One Crore Seventy Lakh Sixty Thousand One Hundred only) comprising 2,17,06,010 equity shares of ?10/- 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 NSE. As of March 31, 2025, 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.

LISTING OF EQUITY SHARES:

The Equity shares of your Company ae presently listed on the National Stock Exchange of India Limited(“NSE”).

REGISTRAR AND TRANSFER AGENT (RTA):

The Company has appointed Big share Services Pvt Ltd, as Registrar and Transfer Agent.

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:

Your Company has a zero tolerance towards sexual harassment at the workplace. 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:

During the financial year 2024-25, the Company has not given any loans, provided any guarantees, or made any investments which are beyond the limits prescribed under Section 186 of the Companies Act, 2013.

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 2024-2025, 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:

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 of conservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below:

Considering the nature of business activities of the Company, Your Company has not carried any activities relating to the conservation of energy. The Company has not incurred any expenses on R&D during the financial year under review.

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

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 & 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 and hence no information as per provisions of Section 43(a)(ii) 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 and 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 2024-25, the Company did not receive any complaints on SCORES. The details of investor complaints received, resolved, and pending during the year are as follows:

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (5) of Section 134 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 and/ or unlisted 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 2024-25 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 a annexure forming part of this report.

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 records 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.