Transwarranty Finance Ltd Directors Report

To,

The Members,

Transwarranty Finance Limited

The Directors are pleased to present to you the Thirty First Annual Report of Transwarranty Finance Limited ("the Company" or "your Company") detailing the business performance and operations of the Company, along with the

Audited Financial Statements for the financial

March 31, 2025.

COMPANY OVERVIEW

Transwarranty Finance Limited is a non-deposit accepting Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India (RBI), offering a comprehensive range of financial services encompassing both advisory and fund-based lending. It has been actively involved in various financial services for the past 30 years with its headquarters located in Mumbai and has a capital market subsidiary in Kochi that is actively engaged in providing comprehensive brokerage services. As per RBI categorisation of NBFCs vide its press release dated January 16, 2025, your Company falls under Base Layer for the year 2024-25. The Company is in compliance with RBI Scale Based Regulations.

FINANCIAL HIGHLIGHTS

The summarized financial

Company, as compared to the previous year, are as mentioned below:

(Rs. in Lakh)

	Standalone Results		Consolidated Results
Particulars	FY 2025	FY 2024	FY 2025	FY 2024
Total Income	1246.56	1216.26	1574.07	1738.03
Total Expenditure	907.73	816.10	1840.97	1658.31
Profit/ (Loss)
Before Exceptional Items and Tax	338.83	400.16	(266.90)	79.72
Exceptional Items	210.20	-	210.20	-
Total Tax Expenses	63.66	-	63.66	(0.31)
Profit/(Loss)for the Year	64.97	400.16	(540.76)	80.03
Other Comprehensive Income	1.32	(2.44)	(1.10)	(4.19)
Total Comprehensive Income	66.29	397.72	(541.85)	75.84
Appropriations:
Reserves u/s. 45 IC of RBI Act	12.99	7.02	12.99	7.02

PERFORMANCE REVIEW

On Standalone basis, the Total Income of your Company was Rs. 1246.56 lakhs in the FY 2024-25 as compared to Rs.1216.26 lakhs in the previous year, reflecting a marginal increase. Profit before exceptional item and tax was Rs. 338.83 lakhs during the year as compared to Rs. 400.16 lakhs in previous year. At Consolidated level the Total Income for the year 2024-25 was Rs. 1574.07 lakhs against Rs. 1738.03 lakhs in the previous year, mainly due to lower turnover of subsidiary company dueyear ended to adverse market conditions. Similarly, loss before exceptional item and tax was Rs.266.90 lakhs in 2024-25 as against profit of Rs. 79.72 lakhs in previous year, mainly due to loss of subsidiary company and the exceptional item.

Detailed information on operational and financial performance of the Company for this financial year is given in the

Management Discussion and Analysis Report, which forms a part of the Directors Report.

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY

The Company has established its presence in the domain of consumer lending through its digital platform. Its innovative approach led to the creation of its proprietary digital lending application named OROBORO app. Through strategic partnerships with various channel partners, the Company has successfully expedited its lending operations and there is huge potential to scale up the business.

To remain at the forefront of performance highlights technological advancements, theof the Company has enhanced its technology infrastructure. This proactive approach has enabled the Company to effectively manage and support a larger volume of operations.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 ("the Act") read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Pursuant to Section 136 of the Act the Standalone Financial Statements of the Company and the Consolidated Financial Statements along with the relevant documents form part of this Annual Report and separate audited accounts in respect of the subsidiaries are available on the website of the Company at http://www.transwarranty.com/ Investors/FinancialReport

OPERATIONS OF SUBSIDIARY COMPANIES

As on March 31, 2025, the Company has a total of three subsidiaries, comprising two direct subsidiaries and one step-down subsidiary. The details are as follows:

• Vertex Securities Limited (VSL) and Transwarranty Capital Market Services Private Limited (TCMSPL) are direct subsidiaries of the Company.

• Vertex Commodities and Finpro Private Limited (VCFPL) is the subsidiary of Vertex Securities Limited.

Vertex Securities Limited

Vertex Securities Limited, incorporated in 1993, is a well-established financial services company and a broking member of BSE Limited ( BSE) and National Stock Exchange of India Limited (NSE). It operates as a Depository Participant of the National Securities Depository Limited (NSDL), enabling it to offer seamless demat services to its clients. VSL is also a Securities and Exchange Board of India (SEBI) registered Merchant Banker, providing a broad spectrum of investment banking services. Further, VSL is a registered Mutual Fund Advisor with the Association of Mutual Funds of India (AMFI), facilitating investment advisory and distribution services in mutual funds.

During the financial year 2024-25, VSL reported a total income of Rs. 864.18 lakh as compared to Rs. 870.10 lakh in the previous year on standalone basis. The operations for the year resulted in a loss after tax of Rs. 74.86 lakh, as against a profit after tax of Rs. 37.96 lakh in the preceding year. Despite this temporary setback, VSLs underlying business fundamentals remain strong.

Transwarranty Capital Market Services Private Limited

Transwarranty Capital Market Services Private Limited (TCMSPL), operates as a key technology platform for the Company. TCMSPL plays a pivotal role in supporting the Companys digital transformation by providing all the necessary technological infrastructure and services. TCMSPL specializes in facilitating API integrations and developing fintech applications tailored to the Companys requirements. By leveraging its expertise in financial technology, TCMSPL ensures seamless connectivity and efficient operations across Companys financial services. Additionally, TCMSPL is actively engaged in the development of a dedicated fintech app for the

Company, aimed at enhancing the client experience and streamlining the delivery of financial solutions. Through its comprehensive technology support and innovation,

TCMSPL significantly contributes to the advancement and modernization of the Companys offerings in the capital markets sector.

During the year, TCMSPL recorded a loss of Rs. 0.15 lakhs as against loss of Rs. 1.58 lakhs in the previous year.

Vertex Commodities and Finpro Private Limited

Vertex Commodities and Finpro Private Limited (VCFPL), is a subsidiary of VSL.

During the financial year ended March 31, 2025, VCFPL had total income of Rs. 46.77 lakhs and net profit tax of Rs. 4.67 lakhs as against the total revenue of

Rs. 38.75 lakhs and net profit after tax of Rs. 8.55 lakhs the previous year.

The Consolidated Financial Statements presented by the

Company include the financial results of its subsidiary companies.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC 1 is attached to the financial statements of the Company.

Your Company in accordance with the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (SEBI Listing Regulations) as amended, has formulated a Policy for determining its Material Subsidiaries. This policy has been uploaded on the Companys website and can be accessed at w w w . t r a n s w a r r a n t y . c o m / T r a n s w a r r a n t y / PdfViewer?path=Policies\Policy%20for%20determining%20 Material%20Subsidiaries_policies_1632132701.pdf.

DIVIDEND

The Board of Directors has decided not to recommend any dividend for the financial year 2024 25, despite the Company having reported profit on a standalone basis. This decision has been taken after considering the overall financial position of the Company on a consolidated basis, the need to conserve resources for future business requirements and to strengthen the financial stability of the Company. The Board believes that this approach is in the long-term interest of the Company and its stakeholders.

TRANSFER TO RESERVE FUND

Under Section 45-IC (1) of Reserve Bank of India Act, 1934, NBFCs are required to transfer a sum not less than 20% of its net profit every year to reserve fund. Accordingly, the Company has transferred a sum of Rs. 12.99 lakhs to its reserve fund. Pursuant to provisions of the Act read with relevant rules thereunder, the Company, being an NBFC, is exempt from creating debenture redemption reserve in respect of privately placed debentures including the requirement to invest up to 15% of the amount of debentures maturing during the next financial year. However, the Company maintains sufficient liquidity buffer to fulfil its obligations arising out of debentures.

In case of secured debentures, an asset cover of at least 100% is maintained at all times.

SHARE CAPITAL STRUCTURE Authorized Capital:

The Authorised Share Capital as on March 31, 2025 stood at Rs. 61,00,00,000/- comprising of 6,10,00,000 Equity Shares of the face value of Rs. 10/- each.

During the year, the Authorised Share Capital of the Company was increased from Rs. 51,00,00,000/- (Rupees Fifty One Crore Only) divided into 5,10,00,000 (Five Crore Ten Lakhs) Equity Shares of Rs. 10/- each to the Authorised Share Capital of Rs. 61,00,00,000 (Rupees Sixty One Crore Only) divided into 6,10,00,000 (Six Crore Ten Lakhs) Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital:

The Issued and Subscribed Capital of the Company as on March 31,2025 stood at Rs. 53,97,45,370/- comprising of 5,39,74,537 Equity Shares of the face value of Rs. 10/- each. The Paid-up Capital of the Company as on March 31,2025 of Rs. 53,97,45,370/- comprised of 5,39,74,537 fully paid equity shares of Rs 10/- each.

During the year, the Company has allotted 3,00,000 Equity Shares to employee of the Company upon exercise of ESOP granted. The details of stock options granted and vested during the year are provided in the Notes to Accounts in the financial statements.

PUBLIC DEPOSITS

The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposits under Section 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on March 31, 2025.

NON-CONVERTIBLE DEBENTURES

Over the course of time, the Company has been consistently issuing unrated unlisted Non-Convertible Debentures (NCDs) on private placement basis in multiple tranches. During FY 2024-25, the Company has issued further NCDs amounting to Rs. 547 lakhs. Simultaneously, it has redeemed NCDs worth Rs. 266 lakhs. As of March 31, 2025, the Companys outstanding NCDs amount to Rs. 757 lakhs.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of providing loans in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act by virtue of notification issued under Companies (Amendment) Act, 2017, w.e.f. May

7, 2018, with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statements the full particulars of the loans given, investment made, guarantee given or security provided.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of the Annual Report as Annexure A. It inter-alia, provides details about the economy, business performance review of the Companys various businesses and other material developments during the year.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Company has complied with the requirements under the Act and as stipulated under the provisions of the SEBI Listing Regulations.

The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this Annual Report as of the Statutory Annexure B.A certificate Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2025, the Board of Directors of the Company comprised a blend of executive, non-executive and independent directors, reflecting a diverse and experienced leadership. Mr. Kumar Nair served as the Chairman and Managing Director, providing overall strategic direction and guidance to the Company.

Mr. Ramachandran Unnikrishnan held the position of

Director and Chief Financial Officer, overseeing the Companys financial management and operations. The other members of the Board include Mr. Sudharsanan Nair, Dr. Gopalakrishnan Balakrishna, Mr. Sachidanandan Menon and Ms. Rhujuta D Kene who are Independent Directors.

During the year, there were changes in the composition of the Board. Mr. Pravin Khatau, Independent Director, ceased to hold office upon completion of his term with effect from February 24,2025 and Mrs. Nirmala Parab,

Independent Director, also ceased to hold office upon completion of her term with effect from March 29, 2025. Further for strengthening the Board, Mr. Sachidanandan Menon was appointed as an Independent Director with effect from February 04, 2025 and Ms. Rhujuta D Kene was appointed as an Independent Director with effect from

March 27, 2025. The Board thus continues to benefit from a wide range of expertise and experience, ensuring robust governance and effective oversight of the Companys affairs.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the following individuals were designated as Key Managerial Personnel (KMP) of the Company as on March 31, 2025.

Mr. Kumar Nair served as the Chairman and Managing Director, providing overall leadership and strategic direction to the Company.

Mr. Ramachandran Unnikrishnan held the position of

Director and Chief Financial Officer, overseeing the Companys financial operations and management.

Mr. Suhas Borgaonkar served as the Company

Secretary and Compliance Officer, responsible for ensuring compliance with statutory and regulatory requirements, as well as facilitating effective corporate governance practices.

Together, these KMPs play a pivotal role in the management and administration of the Companys affairs in accordance with the applicable provisions of the Act.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with Companies (Appointment and Qualification

Directors) Rules, 2014, Mr. Kumar Nair (DIN: 00320541), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations read with appliable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI), brief resume of the Director proposed for appointment/ re-appointment has been given in the statement annexed to the Notice convening the Annual General Meeting.

Declaration by Independent Directors

The Independent Directors of the Company have furnished necessary declarations to the Company under Section

149(7) of the Act confirming that they meet the criteria of independence as prescribed for independent directors under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent

Directors possess the requisite qualifications, expertise to and experience including the proficiency be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The Company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination, Remuneration and Compensation Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management. Further the Managing Director also holds one to one discussion with the newly appointed Director to familiarize with the Companys operations.

The details of the Companys familiarization programme for Independent Directors can be accessed at http://www. transwarranty.com/Investors/Policies.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS of The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual Directors including the Independent Directors and Chairperson covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance.

It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors including the Chairman and the Managing Director on their personal performance, participation, contribution and offering guidance and understanding of the areas which were relevant to them in their capacity. The Directors were also assessed on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Companys Management and the Board which is necessary for the Board to effectively and efficiently perform their duties.

In a separate meeting of Independent Directors held on February 04, 2025, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board expressed its satisfaction with the evaluation results, which reflect the high degree of engagement of the Board and its Committees with the Company and its Management.

BOARD COMMITTEES

The Board has constituted following Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination, Remuneration and Compensation Committee

• Stakeholders Relationship Committee

• Debenture Issue Committee

All decisions pertaining to the constitution of the

Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role, terms of reference and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report, which forms a part of the Annual Report.

Audit Committee

As on March 31, 2025, the Audit Committee comprises of followingMembers,Mr.SudharsananNair,Mr.KumarNair, Dr. Gopalakrishnan Balakrishna and Ms. Rhujuta D Kene. The majority of the Committee is constituted by Independent Directors with Mr. Sudharsanan Nair, being the Chairman.

During FY2025, all recommendations of the Audit Committee were accepted by the Board.

Nomination, Remuneration and Compensation Committee

As on March 31,2025 the Nomination, Remuneration and Compensation Committee comprises of the following Members, Mr. Sudharsanan Nair, Mr. Kumar Nair, Dr. Gopalakrishnan Balakrishna and Ms. Rhujuta D Kene. The Committee comprises of majority of Independent Directors with Mr. Sudharsanan Nair, being the Chairman.

Stakeholders Relationship Committee

As on March 31, 2025 the Stakeholders Relationship Committee comprises of the followingor materialMembers, Mr. Sudharsanan Nair, Mr. Kumar Nair, Dr. Gopalakrishnan Balakrishna and Ms. Rhujuta D Kene. The Committee comprises of majority of Independent Directors with Mr. Sudharsanan Nair, being the Chairman.

Debenture Issue Committee

The composition of Debenture Issue Committee as on March 31, 2025 comprises Mr. Sudharsanan Nair, Mr. Kumar Nair and Mr. Ramachandran Unnikrishnan as its Members.

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 7 times during the financial year. The between these meetings was within the prescribed period under the Act and SEBI Listing Regulations. The details regarding the meetings of the Board of Directors, Committees of the Board and meeting of Independent Directors are provided in the Report on Corporate Governance, which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Companys internal financial control over financial reporting includes those policies and procedures that pertains to maintenance of records, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.

The Companys Board and Audit Committee reviews the adequacy and effectiveness of internal control systems, internal audit reports and legal compliances and provides guidance for further strengthening them. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to the Board for its approval.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS

Nosignificant were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

SECRETARIAL AUDITOR

M/s. Yogesh Sharma & Co., Practicing Company Secretaries (Membership No. FCS 11305 & COP No. 12366), were appointed as the Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from FY 2025-26 to FY 2029-30, at the Board meeting held on July 31, 2025, based on the recommendation of the Audit Committee, subject to the approval of the Members at the ensuing AGM of the Company. They will undertake secretarial audit as required and issue the necessary secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation

24A of the SEBI Listing Regulations. They have confirmed that their appointment complies with the eligibility criteria in terms of SEBI Listing Regulations. The resolution seeking Members approval for their appointment forms part of the Notice. The Secretarial Audit Report for the year under review issued by Mr. Yogesh Sharma of M/s. Yogesh Sharma & Co is annexed to this Annual Report as Annexure C. There are no audit as mentioned in the Report and the management response to the same which is self explanatory.

STATUTORY AUDITORS

At the 30th Annual General Meeting (AGM) of the Company held in the year 2024, the Shareholders had approved the appointment of M/s. Deoki Bijay and Co, Chartered Accountants, (Firm Registration No. 313105E), as the Statutory Auditors of the Company for a period of five years from the conclusion of the 30th AGM till the conclusion of the 35th AGM, in terms of the applicable provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014.

The Auditors Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review,

"with an unmodified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Auditors Report is clean and there are no qualifications in their Report.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

INTERNAL AUDITOR

Pursuant to the provisions of the Act read with the applicable rules made thereunder, M/s. Anil Bhutra & Co., Chartered Accountants, were appointed as the Internal Auditors of the

Company for the financial year 2024 25. The Firm was further re-appointed as Internal Auditors for the financial year 2025 26 at the Board Meeting held on May 02, 2025.

REPORTING OF FRAUD BY AUDITORS

During the year under review, no instances of fraud involving the Companys officers or employees were reported to the Audit

Committee by the Statutory Auditors, Secretarial Auditors or Internal Auditor under Section 143(12) of the Act. Accordingly, no such details are required to be disclosed in the Directors Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangement/transactions entered by the Company during FY 2025 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Such transactions are reviewed by the Audit Committee on a quarterly basis.

All related party transactions that were entered into during the year were on arms length basis and in the ordinary course of business, as disclosed in Form AOC-2 which forms part of the Boards Report as Annexure D. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review.

Pursuant to Regulation 23 of the SEBI Listing Regulations, all related party transactions that were material in nature, as defined under the said Regulations, were duly approved by the shareholders of the Company at their meeting held on September 30, 2024.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company and can be accessed through following link http://www.transwarranty.com/Investors/Policies.

EMPLOYEES STOCK OPTION

The Company formulated the Transwarranty Finance Limited Employees Stock Option Plan 2024 (ESOP 2024) during the financial year 2024. The ESOP 2024 was approved by the members of the Company at the Annual General Meeting held on September 30, 2024. The Plan is designed to grant stock options to eligible employees, thereby aligning their interests with the long-term goals of the Company and fostering a sense of ownership and motivation among the workforce.

Disclosures related to the ESOP have been made in compliance with the Securities and Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021, and

Rule 12(9) of the Companies (Share Capital and Debenture)

Rules, 2014, as per the annexures to this Report. Additionally, the Statutory Auditors and the Secretarial Auditor have certified the compliance of the ESOPs is in line with the applicable SEBI regulations and the resolutions passed by the Companys shareholders. The Plan reflects the Companys commitment to rewarding and retaining talent while ensuring compliance with all statutory and regulatory requirements.

Disclosures in terms of ‘Guidance note on accounting for employee share-based payments issued by ICAI and diluted EPS in accordance with Indian Accounting Standard (Ind AS) 33 - Earnings Per Share are provided in the Notes of Standalone Financial Statements in this Annual Report. The Company has not issued any sweat equity shares or equity shares with differential rights during the year ended March 31, 2025.

ANNUAL RETURN

PursuanttotheprovisionsofSection134(3)(a)andSection92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2025 will be uploaded on the website of the Company and can be accessed through following link https://www.transwarranty.com/Investors/AnnualReport/ Transwarranty-Finance-Limited

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

The Company has constituted an Internal Complaints Committee as per Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors state that during the year under review, there were no complaint received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The status of complaints as on March 31, 2025 is as follows:

No. of Complaints received in the year	No. of Complaints disposed of during the year	No. of Complaints pending for more than 90 days
Nil	Nil	Nil

DISCLOSURE PURSUANT TO THE MATERNITY BENEFIT ACT, 1961

Your Company remains compliant with respect to the provisions of Maternity Benefit Act, 1961 and further confirms that there has been no deviation from the provision of the Maternity

Benefit Act, 1961.

POLICIES

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The said Policy is available on the website of the Company and can be accessed through following link http://www.transwarranty.com/Investors/Policies

CODE FOR PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Companys website and can be accessed through following link http://www.transwarranty.com/Investors/ Policies.

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed to are both external and internal. The Company has in place a Risk Management Policy, to identify and evaluate the various elements of risk, which may pose a threat to the business and existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk. The Policy has different risk models, which help in identifying risks trend, exposure and potential impact analysis at the Company Level.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing vigil mechanism to report genuine concerns and grievances of directors and employees in confirmation with section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations. The Policy provides adequate safeguards against victimization of persons who use the Whistle Blower mechanism. It provides appropriate avenues to the employees to bring to the attention of the management any issue, which is perceived to be in violation or in conflict with the fundamental business of the Company.

The employees are encouraged to voice their concerns by way of the Policy and have been given access to the Audit Committee. The Policy is available on the website of the Company at http://www.transwarranty.com/Investors/ Policies.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions pertaining to Corporate Social Responsibility (CSR) are not applicable to the Company.

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

The Company ensures optimized and efficient consumption of energy in all the offices/branches of the Company. With the implementation of its digital initiatives, the Company has also substantially reduced its paper consumption.

The Company has always leveraged technological innovations to improve its operational efficiency and satisfy and retain its customer base. Keeping in line with the SEBI guidelines, the Company has been automating the customer on-boarding process. This has enabled the Company to reduce time-consuming activities and complexity of physical on-boarding of clients.

The details regarding foreign exchange earnings and outgo are given below: Earnings: Nil Outgo - Nil

HUMAN RESOURCES

As a service Company, the Companys operations are heavily dependent on qualified and competent personnel. As on 31st March 2025, the total strength of the Companys permanent employees stood at 37 excluding casual & contract staff. Your

Company takes significant at various levels.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section

197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure E.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the year. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this

Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Act and based on the information provided by the Management, the Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st

March, 2025 and profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis;

5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Act and Regulation 17(5) of SEBI Listing Regulations. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Companys website.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") Account established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. During FY 2024-25, the Company had not transferred any shares to IEPF Account.

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year 2024-25.

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

There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.

RBI GUIDELINES

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere gratitude for the co-operation and continued support received from customers, shareholders, investors, collaborators, vendors, financial institutions, banks, regulatory authorities and the society at large during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Kumar Nair

Chairman

DIN: 00320541

Date: July 31, 2025

Place: Mumbai