Tranway Technologies Ltd Directors Report.

To,

The Members,

TRANWAY TECHNOLOGIES LIMITED

(Previously Tranway Technologies Private Limited)

Your directors are pleased to present the 5th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the financial year ended 31st March, 2020.

1. FINANCIAL HIGHLIGHTS (STANDALONE) :

The Companys Financial Performance for the year under review along with the previous years figures given under:

(Amount in Rupees )

Particulars For the Year ended 31st March 2020 For the Year ended 31st March 2019
Income from Business Operations 44,022,202 51,338,030
Other Income 3,11,619 415,021
Total Income 44,333,821 51,753,051
Profit before Interest, Depreciation & Tax 11,30,217 32,49,409
Less: Interest - -
Less: Depreciation - -
Profit after depreciation and Interest 11,30,217 32,49,409
Less: Current Income Tax(Inc: earlier year tax) 3,61,790 10,95,570
Less: Deferred Tax (67,932) (2,48,020)
Net Profit/Net Loss after Tax 8,36,359 24,01,859
Dividend (Including Interim if any and final) - -
Net Profit/Net Loss after dividend and Tax 8,36,359 24,01,859
Amount transferred to General reserve - -
Balance carried to Balance Sheet 8,36,359 24,01,859
Earnings per share (Basic -Weighted Average) 0.25 5.72
Earnings per Share(Diluted-Weighted Average) 0.25 5.72

2. DIVIDEND:

No dividend was declared for the financial year ended 31st March 2020 by the Board of Directors.

3. STATE OF COMPANY FINANCIAL AFFAIRS:

During the year under review, the company has recorded total revenue of Rs. 8, 36, 359/- as compared to the previous year amount of Rs. 24, 01,859/-. The Expenditure incurred including Depreciation during the year was Rs. 43, 203,604/-as compared to the previous year amount of Rs. 48, 503,642/-. The Company is looking forward to increase its numbers in the coming financial year with the support of all the Stakeholders of the Company.

4. TRANSFER TO RESERVES:

The company has not transferred any amount to any specific reserve fund during the financial year under review.

5. INSURANCE:

Your Company has not taken any Insurance on its Assets.

6. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE THE REPORT:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year and the date of this report.

7. SHARES AND SHARE CAPITAL

At present, the Company has only one class of share - Equity shares of face value of Rs. 10/- each. The authorized share capital of the company is Rs. 11, 00, 00,000/- divided into 1, 10, 00,000 equity shares of Rs.10/- each. The paid up share capital of the company is Rs.10, 59, 88,000/- divided into 1, 05, 98,800 equity shares of Rs. 10/- each.

The Company had raised fund through Public Issue of shares in FY 2019-20 and the equity shares of the Company are now listed on SME platform of BSE Limited.

Also, during the Financial Year 2019-20 there were:

• No BUY BACK of Equity Shares.

• No Employee Stock Option Plan was passed.

• Bonus Ratio: 20:1 (20 Bonus shares allotted for each 1 held)

• Paid Up Capital before Bonus Issue: 30, 28,000.

• Paid Up Capital after Bonus Issue: 6,35,88,000

• Public Issue of the Equity shares and Listing on BSE start-up Segment of MSME Platform-

During the year the company has listed its equity shares on BSE Start up Segment SME Platform on 5th of February 2020 and offered shares through an initial public offer of 4240000 equity shares at Rs. 10/- each. The amount realized from such issue amounted to Rs. 4,24,00,000/- Crores and your directors place their sincere thanks to all the Investors and SEBI, BSE, Merchant Bankers and all the Intermediaries and agencies for their guidance and support.

• Other Disclosures and information

That the Company:

i. Has not allotted any shares with differential voting rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

ii. Has not allotted any sweat equity shares during the year, in accordance with the provision of section 54(1)(d) of Companies Act, 2013 read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014.

iii. Has not allotted stock option to any employee during the year, as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014.

iv. The company has not given any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there is nothing to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

8. IPO FUND UTILISATION:

The Company had raised fund through IPO amounting to Rs 424.00 Lacs and out of the said funds Rs 49.57 Lacs have been used towards Share Issue Expenses; Rs 374.94 Lacs have been utilized towards Working Capital Requirements and General Corporate Purpose. The balance Rs 0.51 Lac is lying in the bank Account.

9. DEMATERIALISATION OF EQUITY SHARES:

Equity Share of the Company is in Dematerialized Form with either of the depositorys viz. NSDL and CDSL. The ISIN No. allotted is INEOBIW01023.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The operations of the company are not energy intensive. Company takes various measures to reduce energy consumption by using energy efficient computer systems and procuring energy efficient computer systems and procuring energy equipment. As ongoing process company continuously adopts new technologies and techniques to make infrastructure more energy efficient.

11. FOREIGN CURRENCY EARNINGS AND OUTGO:

The company has not made any foreign currency transactions during the year.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company.

13. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on the financial year ended on March 31, 2020, in form MGT-9 as required under section 92 of the Companies Act, 2013 (hereinafter referred to as the "Act") and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available in the website: ww.tranwayinc.com under the investor Tab.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 & 186 OF THECOMPANIES ACT, 2013:

The Company has not given any loan u/s 185 of the Companies Act, 2013. However, there were loans, and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and the details of which are given in Notes No.28 of the Financial Statements.

15. DIRECTORS / KEY MANAGERIAL PERSONNEL:

In pursuant to conversion of Company from private limited to public limited, the structure of Board of Directors was reconstituted for better corporate governance and better compliance with various norm post listing. The Appointment during financial year along with current board structure is as follows:

NAME DATE OF APPOINTMENT CURRENT DESIGNATION
Mr. Bharat 25th March 2015 Managing Director and Whole Time Director
Mrs. Kalavathy Bylappa 25th March 2015 Whole time Director
Mr. Gangisetty Srinivasulu Prashanth 15th November 2019 Independent Director
Mr. Arul Kumar 14th December 2019 Independent Director
Mr. A. Dakshinamoorthy 14th December 2019 Independent Director
Mrs. Preeti Sandeep Byse 14th December 2019 Chief Financial Officer(CFO)
Mrs. Anitha R 17th December 2019 Company Secretary and Compliance Officer (CS)

16. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"], Manesar as prescribed by the Ministry of Corporate Affairs under the relevant rules.

17. MEETINGS OF THE BOARD:

During the Financial Year 2019-20, total of 15 Board meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The details of the Board meetings are:

SI No Date
1 18 .07.2019
2 12.10.2019
3 19.11.2019
4 22.11.2019
5 25.11.2019
6 13.12.2019
7 14.12.2019
8 17.12.2019
9 21.12.2019
10 03.01.2020
11 09.01.2020
12 21.01.2020
13 18.02.2020
14 27.02.2020
15 18.03.2020

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 10th March, 2020 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

19. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on the financial year ended on March 31st, 2020, in form MGT-9 as required under section 92 of the Companies Act, 2013 (hereinafter referred to as the "Act") and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available in the website: www.tranwayinc.com under the investor Tab.

20. COMMITTEES:

The Company has constituted an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

> AUDIT COMMITTEE :

The Company has a duly Constituted Audit Committee. During the year, One Audit Committee meetings took place on, 04th March, 2020 and The Board of directors has accepted all the recommendations given by the Audit Committee. The Regulation of the Companies Act, 2013 regarding Audit Committee was not applicable before listing. The Composition of the Audit Committee is as follows:

Name of the Director Status in Committee Nature of Directorship
Mr. Gangisetty Srinivasulu Prashanth Chairman Independent Director
Mr. A Dakshinamoorthy Member Independent Director
Mr. Bharat Member Executive Director

> STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board has constituted a Stakeholders relationship Committee as require under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations"). The Board of directors has accepted all the recommendations given by the Stakeholders relationship Committee. The Stakeholders Relationship Committee had one meeting which took place on 04th March, 2020. The Relationship of the Companies Act, 2013 regarding the Stakeholders Relationship Committee was not applicable before listing. The Composition of the Stakeholders Relationship Committee is as follows:

Name of the Director Status in Committee Nature of Directorship
Mr. Arul Kumar Chairman Independent Director
Mr. A Dakshinamoorthy Member Independent Director
Mr. Gangisetty Srinivasulu Prashanth Member Independent Director

> NOMINATION AND REMUNERATION COMMITTEES:

The Board has constituted a Nomination and Remuneration committee as required under Securities Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015 ("the Regulations"). The Board of Directors has accepted all the recommendations given by the Nomination and Remuneration Committee had one meeting which took place on 04th March, 2020. The regulations of the Companies Act, 2013 regarding the Stakeholder relationship Committee were not applicable before listing. The Composition of the NRC is as follows:

Name of the Director Status in Committee Nature of Directorship
Mr. Gangisetty Srinivasulu Prashanth Chairman Independent Director
Mr. Arul Kumar Member Independent Director
Mr. A Dakshinamoorthy Member Independent Director

The Nomination and Remuneration Policy setting out the criteria for evaluation, qualifications etc. is attached with this Report as Annexure A.

21. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to the remuneration as required u/s 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given as Annexure B forming part of this Report.

22. NON-APPLICABILITYOF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111(E) on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on BSE Start-up Segment SME Platform of BSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with the period on or after 1st April 2017.

23. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one direct subsidiary. In accordance with Section 129 (3) of the Act, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure C. and your Company does not have any Associate or Joint Venture during the year under review.

24. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

25. AUDITORS:

> STATUTORY AUDITOR

M/s. Luharuka & Co., Chartered Accountants (FRN.: 328700E), Kolkata were appointed, by the Board of Directors of the Company on 23/12/2019, as the Statutory Auditors to fill the casual vacancy caused by the resignation, of M/s. Sanjay K & Co., Chartered Accountants (FRN.: 014445S), Bangalore, to hold the office until the conclusion of the ensuing Annual General Meeting (AGM).

As the tenure of the Statutory Auditors are expiring in this AGM, on the recommendation of the Audit Committee, subject to the approval of the members, the Board is of the opinion to appoint M/s. Luharuka & Co., for a term of 5 consecutive years, form the conclusion of this AGM till the conclusion of the 10th AGM of the Company.

> INTRENAL AUDITOR

In pursuant to Section 138 of the Companies Act, 2013; the Company has appointed M/s. A Gangopadhay & Co, Chartered accountants (Firm Registration Number: 330308E) as Internal Auditor of the Company.

26. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s Arpan Sengupta and Associates, Practicing Company Secretaries (CP No. 14416), to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the FY 2019-2020 of the Company has been annexed with the Boards Report as Annexure D.

27. OBSERVATIONS AND REMARKS OF AUDITOR:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. No observation or remark has been given by the Auditor during the period under review.

28. FRAUD REPORTING BY THE AUDITORS:

During the year under review, neither the statutory auditors nor the Secretarial Auditors has reported to the audit committee u/s 143(12) of the Companies Act, 2013 any fraud committed against the Company by any of its officers, employees.

29. CORPORATE GOVERNANCE:

As your company has been listed on BSE Start-up Segment SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause

(b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

30. BOARD EVALUATION:

The Companies Act, 2013 and SEBI (LODR) Regulation, 2015 mandates that the Board carry out an annual evaluation of its own performance, the Board committee and the individual Directors pursuant to the provision of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings, and functioning etc.

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

The Company has in place a Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints for sexual harassment were received during the year.

32. HUMAN RESOURCES:

During the period under review, the personal and work relationship with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

34. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 2019-20.

35. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

36. POLICIES:

The Companies Act 2013 along with the SEBI (LODR) Regulation, 2015 and mandate to formulation of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and Courage high level of ethical standard in business transaction.

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions, the company has formulated a Vigil Mechanism / Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behavior in all its business activities and in line with the best governance practices. Vigil Mechanism provides a channel to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy. It provides adequate safeguards against victimization of directors, employees and all stakeholders. It also provides direct access to the Chairman of the Audit Committee.

B. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect. The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company.

C. POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to regulation 9 of the Securities Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015 ( "Regulations" ) on Preservation of the Document ensure safekeeping of the record and safeguard the Documents from getting mutilated or destroyed, while at the same time avoiding superfluous inventory of Documents.

D. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 ("Regulations"). The object of the policy is to determine materiality of events of information of the

Company and to ensure that such information is adequately disseminated in pursuance with the Regulation and to provide an overall governance framework for such determine of materiality.

37. INSIDER TRADING REGULATIONS:

Based on the requirement under SEBI (Prohibition of Insider Trading) Regulation,1992 read with SEBI (Prohibition of Insider Trading) Regulation,2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Fair Disclosure ("Code"), as approved by the Board from time, are in force by the Company. The objective of this Code is to Price the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in shares of the Company by its Directors, designated employees and other employees and other employees. The Company also adopts the concept of Trading window closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Tranway Technologies Limited at the time when there is unpublished price sensitive information.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were at Arms Length and a disclosure in Form AOC-2 as Annexure E forming part of the Report in terms of Section 134 of the Companies Act, 2013. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel(s) (KMP(s)). All related party transactions are mentioned in the notes to the accounts. The Company has formulated a Policy on "Materiality of Related Party Transactions" and on "the process of dealing with such transactions", which are in line with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015. The same is also available on the company website

During the year under review, there were no material related party transactions under Regulation 23 (4) of SEBI LODR Regulations, 2015 entered into by the Company, which necessitates approval of Shareholders.

39. RISK MANAGEMENT:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

40. CODE OF CONDUCT:

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel.

41. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in "ANNEXURE-F.

42. CEO/CFO CERTIFICATION:

In compliance with Regulation 17(8) of the Listing Regulations, the CE0/CFO certification on the financial statements, duly signed by the Managing Director & the Whole- time Director & CEO/CFO of the Company, for the year ended March 31, 2020 is enclosed at the end of the Report. The Company has adopted a back-up certification system by Business & Functional Heads for compliance with respect to their concerned areas in order to imbibe a compliance & ethical culture in the organization.

43. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:—

(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 so as 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 profit and 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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

44. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for their overwhelming co-operation and assistance received from investors, customers, business associates, banker, vendors, as well as regulatory and governmental authorities, Your Directors also thank the employee at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of Tranway Technologies Limited
Bharat
Managing director
DIN: 03542954
Date: 04.12.2020
Place: Bangalore