FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED)
The Companys Standalone Financial Performance for the year under review along with the previous years figures given under:
Amount in lakhs
| Particulars | Standalone | Consolidated | ||
| For the Year ended 31st March 2026 | For the Year ended 31st March 2025 | For the Year ended 31st March 2026 | For the Year ended 31st March 2025 | |
| Income from Business Operations | 303.86 | 392.95 | 436.45 | 580.78 |
| Other Income | 73.09 | 1.31 | 94.72 | 1.57 |
| Total Income | 376.94 | 394.26 | 531.17 | 582.35 |
| Profit before Interest, Depreciation & Tax | 5.29 | (33.17) | 6.62 | (13.46) |
| Less: Interest | - | - | - | - |
| Less: Depreciation | 1.17 | 1.69 | 2.84 | 4.00 |
| Profit after depreciation and Interest | 4.12 | (31.48) | 9.46 | (17.46) |
| Less: Current Income Tax (Inc: earlier year tax) | - | - | - | - |
| Tax adjustments for earlier years | - | - | - | - |
| Less: Deferred Tax | (0.31) | (0.29) | (0.33) | (0.21) |
| Net Profit/Net Loss after Tax | 3.81 | (31.76) | 9.14 | (17.67) |
| Dividend (Including Interim if any and final) | - | - | - | - |
| Net Profit/Net Loss after dividend and Tax | 3.81 | (31.76) | 9.14 | (17.67) |
| Amount transferred to General reserve | - | - | - | - |
| Balance carried to Balance Sheet | 3.81 | (31.76) | 9.14 | (17.67) |
| Earnings per share (Basic \u2013Weighted Average) | (0.04) | (0.30) | 0.09 | 0.17 |
| Earnings per Share (Diluted-Weighted Average) | (0.04) | (0.30) | 0.09 | 0.17 |
DIVIDEND:
No dividend was declared for the financial year ended 31st March 2026 by the Board of Directors.
During the year under review, the company has recorded total revenue of Rs. 376.94 Lakhs as compared to the previous year amount of Rs 394.26 Lakhs. The Expenditure incurred including Depreciation during the year was Rs. 372.82 Lakhs as compared to the previous year amount of Rs. 425.75 Lakhs. The Company is looking forward to increase its numbers in the coming financial year with the support of all the Stakeholders of the Company.
The company has not transferred any amount to any specific reserve fund during the financial year under review.
Your Company has not taken any Insurance on its Assets.
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.
During the year under review, the Company has not issued any new shares; therefore, there was no change in the Authorized, Issued and Paid- Up share capital of the Company.
OTHER DISCLOSURES AND INFORMATION THAT THE COMPANY:
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.
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.
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.
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.
There was no change in nature of Business of the Company during the year under review.
Equity Share of the Company is in Dematerialized Form with either of the depositorys viz. NSDL and CDSL. The ISIN No. allotted is INEOBIW01023.
The company has not made any foreign currency transactions during the year.
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.
The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 Companies (Accounts) Rules, 2013 is not applicable to the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 & 186 OF THE COMPANIES 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.
The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP- 1, intimation under Section 164(2) i.e., in Form DIR- 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.
There was no Change in the Directors/Key Managerial Personnel during the period under review, and the Composition of Board of Directors as on 31st March, 2026 is as follows;
| Name | Date of appointment | Current designation |
| Mrs. Kalavathy Bylappa | 25th March 2015 | Chairman and Managing Director |
| Mr. Bharat | 25th March 2015 | Whole time Director |
| Mr. Anand G Patil | 05th April 2022 | Independent Director |
| Mr. Nagaraj Susurla Ramasubbarao | 05th April 2022 | Independent Director |
| Mr. Venkataraja C | 05th April 2022 | Independent Director |
| Mrs. Anitha R | 17th December 2019 | Company Secretary and Compliance Officer (CS & CO) |
During the period under review, total of 5 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:
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Regulation 25 of the Listing Regulations and Section 149 read with Schedule IV of Companies Act, 2013 mandates that the Independent Directors of the Company shall hold at least one meeting in a year, without the presence of Non- Independent Directors and members of the management and requires all the Independent Directors to be present at such meeting.
Your company recognizes the role that Independent Directors play in ensuring an efficient and transparent work environment, hence all the Independent directors of the company separately met once during the year FY 2025- 26 without the presence of any Non- Independent Directors and/or any members of the management on March 27th 2026 and discussed about the flow of Information to the Board, Compliances, and various other Board Related matters and identify areas where they need clarity or information from management and to annually review the performance of Non- Independent Directors, the Board as whole and the Chairman.
The Independent Directors update the Audit Committee and the Board about the outcome of the meetings and actions, if any, required to be taken by the Company.
| Sl. No. | Type of Meeting | Date of Meeting |
| 1 | Annual General Meeting (AGM) | 30th September 2025 |
The Committee comprises of three Directors viz. Mr. Nagaraj Susurla Ramasubbarao (Chairman of the committee), Mr. Anand G Patil and Mrs. Kalavathy Bylappa. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.
The key responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities in relation to financial reporting, the effectiveness of the system of risk management and robustness of internal financial controls and risk management framework and monitoring the qualifications, expertise, resources and independence of both the internal and external auditors and assessing the auditors performance and effectiveness each year.
During the year under review, 4(Four) meetings of the Audit Committee were held on 30th May 2025, 8nd September 2025, 14th November 2025, and 30th March 2026.
Review of Financial Results for FY 2025- 26: The Committee reviewed the Standalone & Consolidated Financial Statements for FY 2025- 26 and based on this review and discussions with management, the Committee was satisfied that the Financial Statements were prepared in accordance with applicable Accounting Standards and fairly presents the financial position and results for the year ended March 31st, 2026. The Committee therefore recommended the Financial Statements for the year ended March 31st, 2026 for approval of the Board. The Company Secretary of the Company is the Secretary of the Committee.
All the recommendations of the Audit Committee made during the year were accepted by the Board.
The Committee comprises of three Directors viz. Mr. Chekodu Venkataraja (Chairman of the committee), Mr. Anand G Patil and Mr. Nagaraj Susurla Ramasubbarao. All the Members of the Committee are Independent Directors. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.
The Company recognizes the worth of sustaining an ongoing relation with the Companys stakeholders to ensure a mutual understanding of the Companys strategy, performance and governance. The Stakeholder Relationship Committee (SRC) assists the Company and its Board in maintaining strong and long- term relationships with all its shareholders. The SRC mainly oversees and reviews the timely redressal of the entire Security holders grievance;
ways to enhance shareholder experience; performance of Registrar & Transfer Agent; shareholding movement etc.
During the year under review, one (1) meeting of the Nomination and Remuneration Committee were held on 30th March 2026
All the recommendations of the Committee were accepted by the Board.
Companys Registrar & Transfer Agent, BgSE Financials Limited entertains and resolves investor grievances in consultation with the Compliance Officer. All grievances can be addressed either to RTA or to the Company directly. An update on the status of complaints is quarterly reported to the Board and is also filed with stock exchanges.
Company has not received any complaints during the Financial Year 2025- 26
The Committee comprises of three Directors viz. Mr. Anand G Patil, Mr. Nagaraj Susurla Ramasubbarao, Mr. Chekodu Venkataraja All the Members of the Committee are Independent Directors. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.
The NRC is responsible for making recommendations to the Board on the structure, size and composition of the Board, ensuring that the appropriate mix of skills, experience, diversity and independence is present on the Board for it to function effectively. The Committee also carries out the entire process of Board Evaluation.
When setting remuneration for the Executive Directors, the Committee takes into account the overall business performance of the company operations and The Committee is also focused on aligning the interests of the Executive Directors and the management group with those of shareholders, to build a sustainable performance culture.
During the year under review, one (1) meeting of the Nomination and Remuneration Committee were held on 30th March 2026.
All the recommendations of the Committee were accepted by the Board.
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.
During the financial year 2025- 26, Ms. Kalavathy Bylappa, Chairman and Managing Director of the Company, has received remuneration of 12,00,000/- (Rupees Twelve Lakhs only) and Mr. Bharat, Whole Time Director of the company has received remuneration of 18,00,000/- (Rupees Eighteen Lakhs only) from the Companys wholly- owned subsidiary, BHHS Technologies Limited.
The aforesaid remuneration has been paid by the subsidiary company in respect of the services rendered by Ms. Kalavathy Bylappa and Mr. Bharat to the subsidiary and has not been paid or charged by the Company.
The details of remuneration of the Directors and Key Managerial Personnel are disclosed in Annexure B forming part of this Report, in accordance with the applicable provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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.
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.
The Company has neither accepted nor renewed any deposits during the year under review.
Your company had appointed M/S B M S S & CO Chartered Accountants (FRN.No: 005389S) Kolkata on 30/09/2025, as the Statutory Auditors to hold the office till the conclusion of this 15th Annual General Meeting (AGM) of the company.
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.
For the Financial Year 2025- 26 Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed CS Puja Pujari, Practicing Company Secretary to undertake the Secretarial Audit of the Company.
The Secretarial Audit report for the FY 2025- 26 of the Company has been annexed with the Boards Report as Annexure D.
30.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.
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.
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.
The Board of Directors has carried out an annual evaluation of the board, its committees and individual directors pursuant to the provisions of the Act and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI Listing Regulations).
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non- independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The Company has an Internal Complaints Committee in place as prescribed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year,
Number of complaints for sexual harassment were received during the year -NIL- Number of complaints disposed off during the year -NIL- Number of complaints pending for more than 90 days -NIL
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. The Board wishes to place on record their sincere appreciation to the co- operation extended by all the employees in maintaining cordial relations
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.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
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.
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.
The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed Whistle Blower Policy and Vigil Mechanism (the Policy). The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.
The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.
The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys website at the link. www.tranwayinc.com .
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.
Policy on Preservation on the documents may be accessed on the Companys website at the link www.tranwayinc.com .
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.
Policy on criteria for determining materiality of events may be accessed on the Companys website at the link: www.tranwayinc.com
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.
Policy on criteria for Insider Trading Regulations may be accessed on the Companys website at the link: www.tranwayinc.com .
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.
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. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.
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.
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- E.
In compliance with Regulation 17(8) of the Listing Regulations, the CEO/CFO certification on the financial statements, duly signed by the CFO of the Company, for the year ended March 31, 2026 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.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;- 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;- 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;- The directors have prepared the annual accounts on a going concern basis; and- 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.
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.
In accordance with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the company is provided on the website of the company at www.tranwayinc.com .
During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply to your company; hence the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.
Your directors place on records 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 Tranway21 Technologies Limited
Sd/- Kalavathy Bylappa Chairman and Managing Director DIN: 03550060
ANNEXURE - A NOMINATION AND REMUNERATION POLICY OF TRANWAY21 TECHNOLOGIES LIMITED
Pursuant to Section 178 of the Companies Act, 2013 and the Rules framed there under (as amended from time to time) (the Act) and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) (the SEBI Listing Regulations), the Board of Directors of every listed company is required to constitute the Nomination and Remuneration Committee.
In order to comply with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company (the Committee) had formulated this policy (the Policy).
To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board of Directors of the Company (the Board), policies relating to the remuneration (payable in whatever form) of the Directors, Key Managerial Personnel and other employees.- To formulate criteria for evaluation of the members of the Board and provide necessary report to the Board for further evaluation of the Board.- To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.- To devise a Policy on Board Diversity- To develop a succession plan for the Board and to regularly review the plan.- To determine whether to extend or continue the term of appointment of the Independent Director(s), on the basis of the report of performance evaluation of Independent Directors.
Act means the Companies Act, 2013 and the Rules framed there under, as amended from time to time.
Board means the Board of Directors of the Company.
Directors shall mean Directors of the Company.
Key Managerial Personnel or KMP means: in relation to a Company as defined subsection 51 of Section 2 of the Companies Act, 2013, means and includes:
i. the Chief Executive Officer or the Managing Director or the manager; ii. the Company Secretary; iii. the Whole-Time Director; iv. the Chief Financial Officer; v. Such other officer, not more than one level below the directors who is in whole- time employment, designated as key managerial personnel by the Board; and such other officer as may be prescribed.
Senior Management shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include Company Secretary and Chief Financial Officer.
Independent Director means a director referred to in Section 149(6) of the Act.
APPOINTMENT AND REMOVAL OF DIRECTORS, KMPS AND SENIOR MANAGEMENT A. Appointment criteria and qualifications:
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment
A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has the discretion to decide whether Qualifications, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.
The Company shall not recommend or appoint or continue the employment of any person as the Managing Director, Whole- time director or Manager within the meaning of the Act, who has attained the age of 70 (seventy) years. Provided that the appointment of such a person who has attained the age of 70 (seventy) years shall be made with the approval of the Shareholders by passing a special resolution, based on the explanatory statement annexed to the notice for the Meeting of the Shareholders for such motion indicating the justification for appointment or extension of appointment beyond the age of 70 (seventy) years.
Managing Director/Whole- time Director
The Company shall appoint or re- appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding 5 (five) years at time
An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board and will be eligible for re- appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent
Director shall be eligible for appointment after expiry of 3 (three) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 (three) years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director(s) it should be ensured that number of Boards on which such Independent Director serves is restricted to 7 (seven) listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole- time Director of a listed company or such other number as may be prescribed under the Act or the SEBI Listing Regulations.
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular intervals (yearly).
The evaluation of performance of the Board, its Committees and Individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.
The evaluation of independent directors shall be done by the entire board of directors which shall include Performance of the directors; and Fulfillment of the independence criteria as specified in these regulations and their Independence from the management.
Provided that in the above evaluation, the directors who are subject to evaluation shall not participate.
Due to reasons for any disqualification mentioned in the Act or under any other applicable law, rules and regulations, there under, the Committee may recommend, to the Board with reasons to be recorded in writing, removal of a Director, KMP or Senior Management, subject to the provisions and compliance of the said Act, such other applicable law, rules and regulations.
The Directors, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
The remuneration / compensation / commission etc. to the Whole- time Director, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the Shareholders of the Company and Central Government, wherever required.
The remuneration and commission to be paid to the Whole- time Director shall be in accordance with the percentage / slabs / conditions laid down as per the provisions of the Act.
Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole- time Director or as laid down as per the provisions of the Act.
REMUNERATION TO WHOLE-TIME / EXECUTIVE / MANAGING DIRECTOR, KMP AND SENIOR MANAGEMENT:
The Whole- time / Executive / Managing Director / KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including but not limited to, employers contribution to Provident Fund (P.F.), Superannuation Fund, Pension Scheme, medical expenses, club fees, leave travel allowance, etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the Shareholders and Central Government, wherever required.
Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole- time / Executive / Managing Director in accordance with the provisions of Section 197 of the Act and Schedule V to the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.
Provisions for excess remuneration: If any Whole- time / Executive / Managing Director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.
Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Act and the Rules made there under for the time being in force.
The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of the Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
Remuneration/ Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act
An Independent Director shall not be entitled to any stock option of the Company.
The Committee shall comprise of at least (3) Directors, all of whom shall be nonexecutive Directors and at least half shall be Independent Directors. The Board shall reconstitute the Committee as and when required to comply with the provisions of the Act and the SEBI Listing Regulations. The quorum for the Meeting of the Nomination and Remuneration Committee shall either be two members or one third of the total strength of the Committee, whichever is higher (including at least one independent director in attendance). Membership of the Committee shall be disclosed in the Annual Report. Term of the Committee shall be continued unless terminated by the Board of Director.
Chairperson of the Committee shall be an Independent Director. Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee. In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson. Chairman of the Nomination and Remuneration Committee meeting could be present at the annual general meeting or may nominate some other member to answer the shareholders queries.
The Nomination and Remuneration Committee shall meet at least once a year
A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.
The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.
The Company Secretary of the Company shall act as Secretary of the Committee.
Duties with respect to Nomination: The duties of the Committee in relation to nomination matters include: Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness; Ensuring that on appointment to the Board, Independent Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act; Identifying and recommending Directors who are to be put forward for retirement by rotation. Determining the appropriate size, diversity and composition of the Board; Setting a formal and transparent procedure for selecting new Directors for appointment to the Board Developing a succession plan for the Board and Senior Management and regularly reviewing the plan; Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective; Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract. Delegating any of its powers to one or more of its members or the Secretary of the Committee; Recommend any necessary changes to the Board; and Considering any other matters, as may be requested by the Board.
The duties of the Committee in relation to remuneration matters include:
To consider and determine the remuneration policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board. To recommend and approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and variable pay reflecting short- and long- term performance objectives appropriate to the working of the Company. To delegate any of its powers to one or more of its members or the Secretary of the Committee. To consider any other matters as may be requested by the Board.
Proceedings of all Meetings must be minute and signed by the Chairperson of the Committee at the subsequent Meeting. Minutes of the Committee Meetings will be tabled at the subsequent Board and Committee Meeting.
Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case
Any change in the Policy shall be approved by the Board of Directors or any of its Committees (as may be authorized by the Board of Directors in this regard). The Board of Directors or any of its authorized Committees shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board or its Committee in this respect shall be final and binding. Any subsequent amendment / modification in the Listing Regulations and / or any other laws in this regard shall automatically apply to this Policy.
For and on behalf of Tranway21 Technologies Limited
Date: 07- 09- 2026 Place: Bangalore
Sd/- Kalavathy Bylappa Chairman and Managing Director DIN:03550060
Ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year 2025-26 the percentage increase in remuneration of Directors,
II. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year - 5%III. Percentage increase in the median remuneration of employees in the financial year - The Median remuneration of employees was Rs 218.67/- during the year 2025-26 as compared to Rs. 218.67/- in the previous year.IV. Number of permanent employees on the rolls of company - As on 31st March, 2026 the total number of employees on the roll was 12.
V. I affirm that the Remuneration is as per the remuneration policy of the Company.
For and on behalf of Tranway21 Technologies Limited
ANNEXURE-CForm AOC-1
(Pursuant to first proviso to sub- section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part A: Subsidiaries
| SL. No. | Particulars | Details |
| 1. | Name of the subsidiary | BHHS technologies limited (Previously BHH Technologies Limited, Bharat Head Hunters Private Limited) |
| 2. | Reporting period for the subsidiary concerned, if different from the holding companys reporting period | 2025-26 |
| 3. | Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries | - |
| 4. | Share capital | 3.05 |
| 5. | Reserves & surplus | 50.4.08 |
| 6. | Total assets | 579.30 |
| 7. | Total Liabilities | 579.30 |
| 8. | Investments | - |
| 9. | Turnover | 154.23 |
| 10. | Profit before taxation | 2.00 |
| 11. | Provision for taxation | (0.01) |
| 12. | Profit after taxation | 2.00 |
| 13. | Proposed Dividend | - |
| 14. | % of shareholding | 100% |
Notes: The following information shall be furnished at the end of the statement:
Names of subsidiaries which are yet to commence operations2. Names of subsidiaries which have been liquidated or sold during the year.
Part B: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
| Name of associates/Joint Ventures | |
| 1. Latest audited Balance Sheet Date | - |
| 2. Shares of Associate/Joint Ventures held by the company on the year end | |
| Amount of Investment in Associates/Joint Venture | - |
| Extend of Holding% | - |
| 3. Description of how there is significant influence | - |
| 4. Reason why the associate/joint venture is not consolidated | - |
| 5. Net worth attributable to shareholding as per latest audited Balance Sheet | - |
| 6. Profit/Loss for the year | |
| i. Considered in Consolidation | - |
| ii. Not Considered in Consolidation | - |
Names of associates or joint ventures which are yet to commence operations.
Names of associates or joint ventures which have been liquidated or sold during the year
For and on behalf of Tranway21 Technologies Limited
Sd/- Kalavathy Bylappa Chairman and Managing Director DIN:03550060
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