transwarranty finance ltd Directors report

To,

The Members,

Transwarranty Finance Limited

The Directors are pleased to present to you the 29th Annual Report of Transwarranty Finance Limited ("The Company" or "Your Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

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 28 years with its headquarters located in Mumbai and has a capital market subsidiary that actively engages in providing comprehensive brokerage services.

FINANCIAL HIGHLIGHTS

The summarized financial performance highlights of the Company for the Financial Year 2022-23, as compared to the previous year are as mentioned below:

Particulars	Standalone		Consolidated
	Results		Results
	2022-23	2021-22	2022-23	2021-22
Total Income	386.82	722.15	1203.09	1656.50
Total Expenditure	1256.91	958.05	2132.80	1871.35
Profit/ (Loss)but before	(870.09)	(235.90)	(929.51)	(214.85)
Exceptional Items and Tax
Exceptional Items	-	-	-	-
Total tax Expenses	-	-	-	-
Profit/(Loss)for the Year	(870.09)	(235.90)	(929.00)	(214.85)
Other Comprehensive Income	0.30	2.62	(0.20)	2.05
Total Comprehensive Income	(869.79)	(233.28)	(929.20)	(212.80)
Appropriations:
Reserves u/s. 45 IC of RBI Act	-	-	-	-

PERFORMANCE REVIEW

On Standalone basis, your Company earned revenue of Rs.386.82 lakhs for the FY 2022-23 as compared to Rs.722.15 lakhs in the previous year. The operations have recorded a loss of Rs.870.09 lakhs as compared to a loss of Rs.233.90 lakh in the previous year.

The total consolidated revenue of the Company for FY 2022-23 stood at Rs.1203.09 lakh as compared to Rs.1656.50 lakh in the previous year. The consolidated operations have recorded a loss of Rs.929.20 lakh as compared to a loss of Rs.214.85 lakh in the previous year.

Detailed information on operational and financial performance of the Company for the financial year is given in the Management Discussion and Analysis Report which is set out separately with the Directors Report.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 ("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 http://www.transwarranty.com/ Investors/FinancialReport

STATE OF COMPANYS AFFAIRS AND OPERATIONS

The Company has established its presence in the domain of personal and 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 technological advancements, the Company has proactively enhanced its technology infrastructure. This proactive approach has enabled the Company to effectively manage and support a larger volume of operations.

DIVIDEND

Considering the loss suffered by the Company, your Directors have not recommended any dividend for the year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2023.

SHARE CAPITAL STRUCTURE Authorised Capital:

The Authorised Share Capital as on March 31, 2023 stood at Rs.51,00,00,000/- comprising of 5,10,00,000 Equity Shares of the face value of Rs. 10/- each. During the year, the Authorised Share Capital was increased from Rs.31,00,00,000 to Rs.51,00,00,000.

Issued, Subscribed & Paid-up Capital:

The Issued & Subscribed Capital of the Company as on March 31, 2023 stood at Rs.48,92,11,360/- comprising of 4,89, 21,136 Equity Shares of the face value of Rs.10/- each. The

Paid-up share capital of the Company as on March 31, 2023 of Rs.48,46,04,646/- consists of 4,82,63,034 fully paid equity shares of Rs.10/- each and 6,58,102 partly paid equity shares Rs.3/- each.

The details of stock options granted and vested during the year are provided in the Notes to Accounts in the financial statements.

RIGHTS ISSUE

In terms of Letter of Offer dated November 7, 2022, the Company made an issue of upto 2,44,60,568 Partly Paid-Up Equity shares of Face Value of Rs.10/- each for cash at an issue price of Rs. 10/- on rights basis in the ratio of 1:1 to the existing equity shareholders of the Company as on the record date i.e. November 4, 2022. Accordingly, the Company received an application money of Rs.3/- per Equity Share and 2,44,60,568 partly paid-up Equity Shares were allotted on December 7, 2022 to the shareholders. Subsequently, the First and Final Call of Rs.7/- per partly paid-up Equity Share was made on February 20, 2023 against which the Company received Call money in respect of 2,38,02,466 Equity Shares which were converted into Fully Paid Equity Shares on March 15, 2023. The balance 6,58,102 Equity Shares remain partly paid - up, in respect of the same reminders will be sent to the shareholders to pay the balance amount.

Pursuant to the provisions of Regulation 32 of the SEBI Listing Regulations, your Directors confirm that the funds raised by through Rights Issue have been utilised for the objects stated in the letter of offer dated November 07, 2022. There is no deviation or variation in the use of proceeds of the Rights Issue from the objects stated in the Letter of Offer.

OPERATIONS OF SUBSIDIARY COMPANIES

The Company has 3 (Three) subsidiaries including 2 (Two) direct, 1 (One) step-down subsidiary as on March 31, 2023. The details of the subsidiaries are as follows: Vertex Securities Limited (VSL) and Transwarranty Capital Market Services Private Limited (TCMSPL) are the subsidiaries of the Company. Vertex Commodities and Finpro Private Limited (VCFPL) is the step-down subsidiary.

Vertex Securities Limited (VSL) :

1. Trading Member of Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE), Multi Commodity Exchange of India Limited (MCX)

2. Depository Participant of National Securities Depository Limited (NSDL)

3. Securities and Exchange Board of India (SEBI) registered Merchant Banker

4. Mutual Fund Advisor registered with Association of Mutual Funds of India (AMFI).

During the year ended 31st March, 2023, VSL earned revenue of Rs.785.38 lakh as compared to Rs.899.17 lakh in the previous year. The operations have recorded a loss of Rs.70.52 lakh as compared to a profit of Rs.22.19 lakh in the previous year.

Vertex Commodities and Finpro Private Limited (VCFPL):

VCFPL is a wholly owned subsidiary of VSL and also a member of Multi Commodity Exchange of India (MCX). During the year, VCFPL applied for the surrender of trading membership of Indian Commodity Exchange Limited and National Commodity and Derivatives Exchange Ltd and the same was approved by the Exchange. During the year ended March 31, 2023, VCFPL had total revenue of Rs.52.81 lakh and net profit of Rs.15.59 lakh as against the total revenue of Rs. 56.68 lakh and net profit of Rs.5.54 lakh in the previous year.

Transwarranty Capital Market Services Private Limited (TCMSPL):

TCMSPL is a technology platform for us. It provides all required support to the Company for API integrations & fintech applications. It is also engaged in developing Fintech App for the Company. During the year TCMSPL recorded a loss of Rs.3.98 lakh for the year ended 31st March, 2023 as against loss of Rs.6.67 lakh in 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 Regulation" as amended, has formulated a Policy for determining its Material Subsidiaries. The said policy is uploaded on the website of the Company at http://www.transwarranty.com/Transwarranty/ PdfViewer?path=Policies\Policy%20for%20determining%20 Material%20Subsidiaries_policies_1632132701.pdf

PUBLIC DEPOSITS

The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on March 31, 2023.

NON-CONVERTIBLE DEBENTURES (NCD)

Over the course of time, the Company has consistently issued Non-Convertible Debentures (NCDs) in multiple tranches. Correspondingly, during FY 2022-23, the Company has also issued further NCDs amounting to Rs.76 lakh. Simultaneously, it has redeemed NCDs worth Rs.121 lakh. As of March 31, 2023, the Companys outstanding NCDs amount to Rs.372 lakh.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, 2013 are given in the notes to the Financial Statements.

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. It inter-alia, provides details about the economy, business performance review of the Companys various businesses and other material developments during the year 2022-23 and is separately attached as Annexure A. 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 Report as Annexure B. A certificate of the Statutory 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:

Following mentioned are the Directors of the Company as on March 31, 2023 :

Sr. No.	Name of Directors	Designation
1.	Mr. Kumar Nair	Chairman & Managing Director
2.	Mr. Ramachandran Unnikrishnan	Director & Chief Financial Officer
3.	Mr. Sudharsanan Nair	Independent Director
4.	Mr. Pravin Khatau	Independent Director
5.	Mrs. Nirmala Parab	Independent Director
6.	Mr. Shishir Dalal	Independent Director

Mr.KumarNair(DIN:00320541)wasappointedastheManaging Director and CEO of the Company for a period of 3 years from 1st September, 2020. The Board, on recommendation of the Nomination, Remuneration and Compensation Committee and after evaluating his performance and considering the Companys growth under his leadership approved his re-appointment for a further period of 3 years commencing from 1st September, 2023, subject to approval of the shareholders and Central Government, if any. Accordingly, resolution seeking his reappointment for further term of 3 years forms a part of the notice convening the 29th Annual General Meeting (AGM).

Retirement By Rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Kumar Nair (DIN: 00320541), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and your Board has recommended his re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations, brief resume of the Director proposed for appointment/reappointment 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 Companies Act, 2013 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 and experience including the proficiency required to 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

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 reasonably perform their duties. In a separate meeting of Independent Directors held on March 27, 2023, 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 reflects the high degree of engagement of the Board and its Committees with the Company and its Management.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act, following are the KMP of the Company as on March 31, 2023:

Sr. No.	Name of KMP	Designation
1	Kumar Nair	Chairman & Managing Director
2	Ramachandran Unnikrishnan	Director & Chief Financial Officer
3	Suhas Borgaonkar	Company Secretary and Compliance Officer

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 5 (five) times during the financial year. The gap 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.

The Board on the recommendation of the Nomination, Remuneration and Compensation Committee has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The said policy is available on the website at http://www.transwarranty. com/Investors/Policies.

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

Stakeholder Relationship Committee

Debenture Issue Committee

Rights 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 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, 2023 the Audit Committee comprises Mr. Sudharsanan Nair, Mr. Kumar Nair, Mrs. Nirmala S. Parab and Mr. Shishir Vasant Dalal. The Committee comprises of majority of Independent Directors with Mr. Sudharsanan Nair, being the Chairman.

NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE

As on March 31, 2023 the Nomination, Remuneration and Compensation Committee comprises Mrs. Nirmala S. Parab, Mr. Kumar Nair and Mr. Sudharsanan Nair. The Committee comprises of majority of Independent Directors with Mrs. Nirmala S. Parab, being the Chairman.

STAKEHOLDER RELATIONSHIP COMMITTEE

As on March 31, 2023 the Stakeholder Relationship Committee comprises Mr. Sudharsanan Nair, Mr. Kumar Nair and Mrs. Nirmala S. Parab as its Members. The Committee comprises of majority of Independent Directors with Mr. Sudharsanan Nair, being the Chairman.

DEBENTURE ISSUE COMMITTEE

The Debenture Issue Committee as on March 31, 2023 comprises Mr. Sudharsanan Nair, Mr. Kumar Nair and Mr. Ramachandran Unnikrishnan as its Members.

RIGHTS ISSUE COMMITTEE

The of Rights Issue Committee as on March 31, 2023 comprises Mrs. Nirmala S. Parab, Mr. Kumar Nair and Mr. Ramachandran Unnikrishnan as its Members.

The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid Committees are given in the Corporate Governance Report which is presented in a separate section and 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

No significant or material orders 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

Pursuant to the provisions of Section 204 of Act and the Rules made there under the Company has appointed Mr. Yogesh M. Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review issued by Mr. Yogesh Sharma is annexed to this Report as Annexure C. The observations of the Secretarial Auditor in his report and the management response to the observations are self-explanatory and therefore, the Directors do not have any further comments to offer on the same.

Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2023, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued thereunder, on behalf of the Company.

STATUTORY AUDITORS

At the 25th AGM of the Company held in the year 2019, the Shareholders had approved the appointment of S. S. Khan & Co., Chartered Accountants, (Firm Registration No.133324W), as the Statutory Auditors of the Company for a period of five years from the conclusion of the 25th AGM till the conclusion of the 30th AGM., in terms of the applicable provisions of Section 139(1) of the Companies Act, 2013 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. Also, no frauds in terms of the provisions of Section 143(12) of the Act have been reported by the Statutory Auditors in their report for the year under review. The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors or Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Directors Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT, 2013

All related party transactions that were entered into during the year were on arms length basis and in the ordinary course of business except as disclosed in Form AOC-2 which form part of the Board 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.

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 at http://www.transwarranty.com/ Investors/Policies

EMPLOYEES STOCK OPTION PLAN 2019 (ESOP 2019)

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. Disclosures as per the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and disclosure pursuant to the Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are provided as Annexure E to the Boards Report.

A certificate from S. S. Khan & Co., Chartered Accountants, Statutory Auditors of the Company, confirming that ESOP 2019 has been implemented in accordance with the SEBI SBEB Regulations and that the respective resolutions passed by the Company in General Meetings would be placed in the ensuing Annual General Meeting for inspection by the members. The details of vesting are mentioned in the Annexure E.

The Company has not issued any sweat equity shares or equity shares with differential rights during the year ended March 31, 2023.

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, 2023 is uploaded on the website of the Company and can be accessed at http://www.transwarranty.com/Investors/Other-Filings-with-StockExchanges

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 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 at 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 Regulation. 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.

POLICY ON SEXUAL HARRASSMENT 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 was no complaint received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

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. 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 2023, the total strength of the Companys permanent employees stood at 32 excluding casual & contract staff. Your Company takes significant effort in training all employees 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 F.

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 terms of Section 134 (5) of the Companies Act, 2013 your Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2023, 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, 2023 and loss 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 Act 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 Companies Act, 2013 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. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority after complying with the procedure laid down under the Rules. During FY 2022-23, 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 2022-23.

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.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, shareholders, investors, parent company, 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)
Place: Mumbai
Date: July 25, 2023