Directors Report of Transteel Seating Technologies Ltd.

Mar 31, 2025

Your directors are pleased to present the 30^th Annual Report on the business and operations of Transteel
Seating Technologies Limited (âthe Companyâ) along with the Audited Financial Statements, for the
financial year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (âthe Actâ), the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(âSEBI Listing Regulationsâ), this Boardâs Report is prepared based on the standalone financial
statements of the Company for the year under review.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The Companyâs financial performance for the financial year ended March 31,2025 as compared to the
previous financial year, is summarised below:

PARTICULARS	2024-2025	2023-2024
Revenue from Operations	8,865.09	7,425.71
Other Income	27.80	37.49
Total Income	8,892.89	7,463.19
Less: Operating Expenses	4,281.82	3,360.37
Less: Other Expenses other than depreciation and interest	2379.69	2,129.15
Gross Profit/(Loss) before Depreciation and Interest	2,231.38	1,973.67
Less: Finance Costs	333.72	398.02
Less: Depreciation and Amortization Expense	139.04	75.46
Profit/(Loss) Before exceptional and extraÂ¬ ordinary items	1,758.62	1,500.20
Exceptional and Extra-ordinary Item	-	-
Profit/(Loss) before Tax after exceptional and extra-ordinary items	1,758.62	1,500.20
Less: Tax Expense (Net)
Current Tax	411.56	387.82
Earlier Year Tax	49.47	6.28
Deferred Tax	31.05	(5.17)
Profit/(Loss) After Tax	1,266.54	1,111.28

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:

During the year under review, the Company has recorded a total revenue of Rs. 8,89,28,9000/- as
compared to Rs. 7,46,31,9000/- of the previous year. Further the Company has earned a net profit of
Rs. 12,66,54,000/- as compared to net profit of Rs. 11,11,28,000/- in the previous year.

DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion of business,
The Board of Directors does not recommend any dividend for the Financial Year ended on March 31,
2025.

CHANGES IN THE NATURE OF BUSINESS:

During the year under review, the Company amended the Object Clause of Memorandum of Association
to better align with its long-term strategic goals and diversification plans. This alteration, approved by
the shareholders at the Extraordinary General Meeting held on January 22, 2025, and duly filed with
the Registrar of Companies, enables the Company to expand into project management, design and
development services, and digital solutions tailored to the construction and real estate sectors. This
strategic move positions the Company to offer a broader range of services, including consultancy,
execution, and technology-driven solutions, to meet the evolving demands of commercial, residential,
and infrastructure projects.

The above changes reflect the Companyâs intent to strengthen its position and explore new business
avenues within the real estate and infrastructure development ecosystem.

SHARE CAPITAL:

As on April 01, 2024, the Authorised Share Capital of the Company stood at Rs. 21,00,00,000/- (Rupees
Twenty-One Crore only) consist of 2,10,00,000/- (Two Crore and Ten Lakh) equity shares of Rs 10/-
each and paid-up share capital of Rs. 20,17,85,100/- (Rupees Twenty Crore Seventeen Lakh Eighty-
Five Thousand and One Hundred only) consist of 2,01,78,510 (Two Crore One Lakh Seventy- Eight
Thousand Five Hundred and Ten) equity shares of Rs. 10/- (Rupees Ten Only) each.

Changes during the year are as follows:

â¢ On December 26, 2024, the Authorised share capital of the Company was increased from Rs.
21,00,00,000/- (Rupees Twenty-One Crore) consist of2,10,00,000/- (Two Crore and Ten Lakh)
equity shares of Rs 10/- each to Rs. 25,00,00,000/- (Twenty-Five Crore) consist of2,50,00,000/-
( Two Crore and Fifty Lakh) equity shares of Rs.10 each.

â¢ Further, the Board of Directors and the Shareholders of the Company at their meetings held on
December 26, 2024, and January 22, 2025, respectively, had approved raising of funds by way
of preferential issue of securities (Warrants) to persons belonging to Non-Promoter, Public
category in accordance with the SEBI (Issue of Capital and Disclosure Requirements)

Regulations, 2018 (âSEBI ICDR Regulationsâ) and the Companies Act, 2013 ("Act") and
the rules made thereunder.

Pursuant to the aforesaid authorisations, the Private Placement Offer Cum Application Letter
(PAS-4) dated January 29, 2025 and pursuant to the applications received from persons
belonging to Non-Promoter, Public category in the preferential issue under Chapter V of the
SEBI ICDR Regulations (''Issue''), and Section 42 and Section 62 of the Act, as amended, read
with the rules issued thereunder, the Board of Directors in their meeting held on February 12,
2025 approved the allotment of 48,20,000 (Forty-Eight lakhs and Twenty Thousand only)
Warrants convertible into 48,20,000 (Forty-Eight lakhs and Twenty Thousand only) equity
shares at a price of Rs.80/- per Equity Share (Warrant Exercise Price).

As of March 31, 2025, the Authorised Share Capital of the Company stands at Rs. 25,00,00,000/-
(Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs.
10/- (Rupees Ten only) each and paid-up share capital of Rs. 20,17,85,100/- (Rupees Twenty Crore
Seventeen Lakh Eighty-Five Thousand One Hundred only) consist of 2,01,78,510 (Two Crore One Lakh
Seventy- Eight Thousand Five Hundred Ten) equity shares of Rs. 10/- (Rupees Ten Only) each.

Subsequent to the closure of the Financial Year, the Fund-Rasing Committee of the Board of Directors,
vide its resolutions dated April 18, 2025 and July 4, 2025 had approved the allotment of 12,67,500
(Twelve Lakh Sixty-Seven Thousand and Five Hundred) and 2,60,000 (Two Lakh and Sixty Thousand)
equity shares, respectively, having face value of ?10/- (Rupee One only) each, at a premium of ?70/-
per equity share, fully paid-up, upon conversion of warrants.

Pursuant to the said allotments, the paid-up equity shares capital of the Company increased from Rs.
20,17,85,100/- (Rupees Twenty Crore Seventeen Lakh Eighty-Five Thousand One Hundred only)
consist of 2,01,78,510 (Two Crore One Lakh Seventy- Eight Thousand Five Hundred Ten) equity shares
of Rs. 10/- (Rupees Ten Only) each to 21,70,60,100/- (Twenty-One Crore Seventy-Lakhs Sixty
Thousand and One Hundred) Consisting of 2,17,06,010 (Two Crore Seventeen Lakh Six Thousand and
Ten) equity shares of Rs. 10/- (Rupees Ten Only) each.

RESERVES:

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and
has decided to retain the entire amount of profit for FY 2024-2025 in the retained earrings.

DEPOSITS:

The Company has not accepted any deposits from the public during the year under review. No amount
on account of principal or interest on deposits from the public was outstanding as on March 31, 2025.

The details of amount accepted and received from the directors of the company have been disclosed in
the financial statements.

CORPORATE GOVERNANCE:

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate
Governance.

The Company being the SME listed on the Emerge Platform of NSE, the provisions pertaining to
Corporate Governance are not applicable to the Company. Accordingly, the separate report on
Corporate Governance is not applicable in the Annual Report.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 (âthe Actâ) the Annual Return of the
Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2025, is
available on the Companyâs Website and can be accessed at https://transteel.com/investors-desk/ In
terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return shall be filed with the Registrar of Companies, within prescribed timelines.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

At present, Board of Directors of the Company comprises 5 (Five) Directors, who have wide and varied
experience in different disciplines and fields of corporate functioning. The present composition of the
Board consists of Managing Director, Two Women Executive Director, and Two Independent Directors.

In the opinion of the Board, all the Directors, including the Directors re-appointed during the year under
review possess the requisite qualifications, experience & expertise and hold high standards of integrity.
The criteria for determining qualification, positive attributes and independence of a director is provided
in the Policy on Nomination, Appointment and Removal of Directors, which can be accessed on
Companyâs website at https://transteel.com/investorsdesk/codes-and-policies/.

The Board of Directors of your Company comprises the following Directors, as on March 31, 2025:

Sr. No.	Name of Director	DIN	Designation
1	Shiraz Ibrahim	00812527	Managing Director
2	Nasreen Shiraz	00581065	Whole Time Director
3	Mukesh Singh	00182998	Independent Director
4	Simran Ibrahim	10885848	Whole Time Director

*Ms. Rina Sharma (Independent Director) has stepped down from the board w.e.f March 03, 2025.

A) APPOINTMENT AND REAPPOINTMENT:

During the year under Review, the Board of Directors in its meeting held on September 06, 2024,
approved the change in designation of Ms. Nasreen Shiraz (DIN: 00581065) from Executive Director
to Whole Time Director for the period of 5 Years. The said appointment was subsequently approved by
the Members in the Annual General Meeting(âAGMâ) held on September 30, 2024.

Further, the Board of Directors in its meeting held on December 26, 2024, appointed Ms. Simran
Ibrahim (DIN: 10885848) as a Whole Time Director, liable to retire by rotation, for a term of five
consecutive year commencing from December 26, 2024. The said appointment was subsequently
approved by the members in the Extraordinary General Meeting held on January 22, 2025.

After the closure of the Financial Year 2024-25, the Board of Directors in its meeting held on May 30,
2025, appointed Ms. Shalini R Veerendra (DIN: 11026654) as an Additional Director in the Capacity
of a Non- Executive Independent Director, whose appointment is proposed for the consideration of
members at the ensuing Annual General Meeting(âAGMâ).

Further, the Board of Directors in its meeting held on September 05,2025, appointed Mr. Ambar Ahlada
Rao (DIN: 02759886) as an additional Director in the Capacity of Non- Executive Director, whose
appointment is proposed for the consideration of members at the ensuing Annual General
Meeting(âAGMâ)

B) CESSATION:

During the year under review, Mr. Karan Atul Bora (DIN: 08244316) has resigned from the Board of
Directors of the Company with effect from December 14, 2024. The Board places on record its sincere
appreciation for the valuable guidance, support, and contributions rendered by him during his tenure.

Further, Ms. Rina Sharma (DIN: 08557373) has resigned from the position of Independent Director of
the Company with effect from March 03,2025. The Board places on record its sincere appreciation for
the valuable guidance, support, and contributions rendered by her during his tenure.

C) RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of Section 152(6) of Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Shiraz
Ibrahim (DIN 00812527), Managing Director of the Company is liable to be retire by rotation at the
ensuing Annual General Meeting(âAGMâ) and, being eligible, to offered himself for re- appointment.

Your Board recommends his re-appointment for the approval of the members. A resolution seeking the
approval of the shareholders for his re-appointment forms part of the notice convening the 30^th Annual
General Meeting scheduled to be held on September 29, 2025.

The profile along with other details of Mr. Shiraz Ibrahim are provided in the annexure to the Notice.

D) CHANGES IN KEY MANAGERIAL PERSONNEL:

During the Year under review, there were no changes in the Key Managerial Personnel of the Company.

After the closure of financial year 2024-25, Mr. Abhishek Lohia resigned from the post of Company
Secretary and Compliance Officer, with effect from April 30,2025.

Further, to comply with the requirements of Section 203 of the Companies Act, 2013, the Board
appointed Ms. Barkha Pareek as the Company secretary and Compliance Officer of the Company with
effect from July 24, 2025.

Key Managerial Personnel as on March 31, 2025, are as follows:

Sr. No.	Name of Key Managerial Personnel	Designation
1	Mr. Shiraz Ibrahim	Managing Director & Chief Financial Officer
2	Mr. Abhishek Lohia	Company Secretary

BOARD MEETINGS:

The Board of Directors (herein after called as âthe Boardâ) met Six (6) times during the year under
review, as detailed below. The gap between any two consecutive board meetings did not exceed 120
days as per the provisions of Companies Act,2013 and the rules made thereunder

Sr. No.	Board Meeting Dates
1.	May 24, 2024
2.	September 03,2024
3.	September 06, 2024
4.	November 14, 2024
5.	December 26, 2024
6.	February 12, 2025

Sr. No.	Name of the Director	Category	Number of Board Meetings entitled to attend / held during the Year	Number of Board Meetings attended during the Year
1	Shiraz Ibrahim	Managing Director	6	6
2	Nasreen Shiraz	Whole Time Director	6	6
3	Mukesh Singh	Independent Director	6	6
4	* Simran Ibrahim	Whole Time Director	1	1
5	**Karan Atul Bora	Independent Director	3	3
6	#Rina Sharma	Independent Director	6	6

**Mr. Karan Atul Bora resigned w.e.f December 14,2024.

*Ms. Simran Ibrahim appointed w.e.f December 26,2024.

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

GENERAL MEETINGS:

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

INDEPENDENT DIRECTOR:

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

During the year under review, Mr. Mukesh Singh (DIN: 00182998) and Ms. Rina Sharma (DIN:
08557373) are the Independent Directors on the Board of the Company.

The Company has received the necessary declaration from the Independent Directors pursuant to
Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 25 read
with regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming
that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing
Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of
the Companies Act, 2013.

None of the Independent Directors of your Company are disqualified under the provisions of Section
164(2) of the Act. Your directors have made necessary disclosures as required under various provisions
of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are
person of integrity and possesses relevant expertise and experience and are independent of the
management.

All the Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.

All the Independent Directors of your Company are registered with the Indian Institute of Corporate
Affairs, Manesar (âIICAâ) and have their name included in the âIndependent Directors Data Bankâ
maintained by the IICA.

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
(LODR) Regulations), the Company has put in place a Familiarization Program for the Independent &
Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The detail of
such program is available on the website of the company at https://transteel.com/investors-desk/codes-
and-policies/.

C) TERMS AND CONDITIONS OF APPOINTMENT:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and
152 of the Companies Act 2013 read with âGuidelines for Professional Conductâ pursuant to Schedule
IV to the Act. The details of such terms are available on the website of the company and may be accessed
through the web link https://transteel.com/investors-desk/codes-and-policies/.

D) BOARD EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance including various
committees, and individual directors pursuant to the provisions of the Companies Act 2013.

The performance of the Board was evaluated by the Board including Independent Directors after seeking
inputs from all the directors based on various criteria such as Board Composition, process, dynamics,
quality of deliberations, strategic discussions, effective reviews, committee participation, governance
reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members based on criteria such as Committee composition, process, dynamics, deliberation, strategic
discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors based on the criteria such as contribution of the individual director to the Board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution, inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of
his role.

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

COMMITTEES OF THE BOARD:

Pursuant to the provisions Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has
constituted the Committees of the Board i.e. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, Internal Compliant Committee, Corporate Social
Responsibility Committee and the fund raising committee to take informed decisions, in the best
interests of the Company.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 and all
other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Meeting and its
Power) Rules, 2014 read with Regulation 18 and all other applicable provisions of the SEBI (Listing
and Obligations and Disclosure Requirements) Regulations 2015.

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

Mr. Abhishek Lohia, Company Secretary & Compliance Officer is the Secretary to the Audit
Committee. He has attended the Meeting of the Audit Committee held during the Financial Year 2024Â¬
25.

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

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

Sr. No.	Name of Director	Designation	No. meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	4	4
2	*Rina Sharma	Member	4	4
3	Shiraz Ibrahim	Member	4	4

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

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions
of Section 178 of the Companies Act, 2013 read with the Regulation 19(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Apart from that all the matters provided under Section 178 of the Companies Act, 2013 read with
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive
attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to
Directors, Key Managerial Personnel and other employees of the Company.

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

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

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

Sr. No.	Name of Director	Designati on	No. meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	2	2
2	*Rina Sharma	Member	2	2
3	*Karan Atul Bora	Member	2	2
4	Shiraz Ibrahim	Member	2	2

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

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part
D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship
Committee of the Board of Directors.

The scope of the Shareholders Relationship Committee is to review and address the grievance of the
shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of
dividend etc, and other related activities. In addition, the Committee also investigates matters which can
facilitate better investorâs services and relations.

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

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

Sr. No.	Name of Director	Designation	No. meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	1	1
2	Nasreen Shiraz	Member	1	1
3	Shiraz Ibrahim	Member	1	1

D. INTERNAL COMPLAINTS COMMITTEE:

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

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

Sr. No.	Name of Director	Designation
1	Nasreen Shiraz	Chairman
2	YoganandaV G	Member
3	Simran Ibrahim	Member
4	Deepti Anand	Member

E) CORPORATE SOCIAL RESPONSIBILTY COMMITTEE:

The Corporate Social Responsibility Committee of the Company is constituted in line with section 135
and all relevant provisions of the Companies Act, 2013 (hereinafter the âActâ) read with Rule 5 of the
Companies (Corporate Social Responsibility) Rules, 2014 (hereinafter the âCSR Rulesâ) and any other
applicable provisions of the Act and rules made thereunder. The Corporate Social Responsibility
Committee is duly constituted in accordance with applicable regulations. During the Financial Year
ended on March 31, 2024, the Corporate Social Responsibility Committee convened Two (2) meetings
held on September 06, 2024, and February 12, 2025, through Video Conferencing.

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

Sr. No.	Name of Director	Designation	No. meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	2	2
2	Nasreen Shiraz	Member	2	2
3	Shiraz Ibrahim	Member	2	2

F) FUND RAISING COMMITTEE:

The Fund-Raising Committee was constituted by the Board of Directors in its meeting held on
December 26, 2024, with the objective of making necessary decisions, addressing any challenges or
obstacles arising in connection with the Companyâs proposed preferential issue of securities (Warrants)
to persons belonging to Non-Promoter, Public category and engaging professional intermediaries,
experts, technical consultants, and advisors, as needed.

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

Sr. No.	Name of Director	Designation
1	Mr. Shiraz Ibrahim	Chairman
2	Ms. Nasreen Shiraz	Member
3	Ms. Mukesh Singh	Member

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place proper and adequate internal control systems commensurate with the nature
of its business, size and complexity of its business operations. Internal control systems comprising of
policies and procedures are designed to ensure reliability of financial reporting, compliance with
policies, procedures, applicable laws and regulations and that all assets and resources are acquired
economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the
Company, its compliance with operating systems, accounting procedures, and strives to maintain the
standards in Internal Financial Control.

STATUTORY AUDITORS AND AUDITORâS REPORT:

M/s. Gupta Agrawal & Associates., Chartered Accountants, (Firm Registration No. 329001E), were
appointed as Statutory Auditors for a period of 5 years, commencing from the conclusion of the 28^thAnnual General Meeting held on September 30, 2023, till the conclusion of the 33^rd Annual General
Meeting of the Company to be held in the year 2028. The Members authorized the Board to finalize the
terms and conditions of re-appointment, including remuneration of the Statutory Auditor, based on the
recommendation of the Audit Committee.

M/s. Gupta Agrawal & Associates, Chartered Accountants (Firm Registration No. 329001E), has given
consent and eligibility certificate for appointments as the Statutory Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not
call for any further comments. There were no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditors in their reports.

INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s Prakash & Rajguru,
the Chartered Accountant firm, Bengaluru were appointed as Internal Auditor for the Financial Year
2024-25.

The Audit committee of the board, in consultation with the internal auditor, shall formulate the scope,
functioning, periodicity and methodology for conducting the internal audit.

COST RECORDS AND COST AUDIT:

The provisions relating to maintenance of Cost Records as specified by the Central Government under
Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2024Â¬
25. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not
applicable to your Company. Accordingly, the cost auditor is not appointed for the financial year 2024Â¬
2025.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014,the Audit Committee and Board
of Directors of the Company have approved the appointment and remuneration of M/s. Nishtha
Khandelwal & Associates, Practicing Company Secretary, Membership No. A71865 & Certificate of
Practice No.27466 as the Secretarial Auditor of the Company for the Financial Year 2025-26 to 2029Â¬
30. The Board has recommended her appointment for approval of the Members at the ensuing Annual
General Meeting (AGM).

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

The Secretarial Audit Report submitted by M/s. Nishtha Khandelwal & Associates, the Secretarial
Auditors, for the Financial Year 2024-25 is annexed as âAnnexure-Aâ to this Boardâs Report.

Reply to the observations made in Secretarial Report:

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

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

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

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

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143:

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to
the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officer or employees, the details of which would need to be
mentioned in the Boardâs report.

DISCLOSURE OF ACCOUNTING TREATMENT:

The financial statements have been prepared and presented under the historical cost basis except for
certain financial instruments which are measured at fair value or amortized cost and accrual basis of
accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting
Principles in India (âGAAPâ), statutory requirements prescribed under the Accounting Standards (âASâ)
specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting
Standards) Rules, 2021, in so far as they are applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
are applicable to the company being the Net Profit of the company exceeds Rupees Five Crore.

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

Due to the Companyâs inability to identify suitable Corporate Social Responsibility (CSR) projects, no
expenditures have been made towards CSR activities. However, the board assures that the CSR
expenditure will be addressed dully by transferring the requisite funds to the appropriate entities listed
in Schedule VII of the Companies Act,2013 by September 30, 2025.

The details of the CSR expenditure, as required under Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are provided in âAnnexure Bâ to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion
and Analysis is enclosed as an âAnnexure -Câ to this Report.

WHISTLE BLOWER MECHANISM (VIGIL MECHANISM):

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

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

The Policy is also applicable to your Companyâs directors and employees, and a copy of the Policy is
available on the website of the Company and may be accessed through the web link at
https://transteel.com/investors-desk/codes-and-policies/.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

Subsequent to the end of the financial year 2024-25 and up to the date of this Report, the following
material changes and commitments have occurred which may affect the financial position of the
Company:

The Fund-Raising Committee of the Board of Directors, at its meetings held on April 18, 2025 and July
4, 2025, approved the allotment of 12,67,500 (Twelve Lakh Sixty-Seven Thousand Five Hundred) and
2,60,000 (Two Lakh Sixty Thousand) equity shares, respectively, of face value ?10/- each at a premium
of ?70/- per equity share, fully paid-up, upon conversion of warrants.

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

Except as stated above, there have been no other material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE
COMPANYâS OPERATIONS IN FUTURE:

During the year under review, there is no significant orders passed by the Regulators/ Courts impacting
the going concern status and Company and its operations in future.

DEMATERIALISATION OF SHARES:

The Companyâs equity shares are traded in dematerialized form on NSE. As of March 31, 2025, 100%
of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned
the International Securities Identification Number (ISIN) INE0NVI01020 under the Depository System.

LISTING OF EQUITY SHARES:

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

REGISTRAR AND TRANSFER AGENT (RTA):

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

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

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womenâs
harassment at work and covered all employees so they could directly make complaints to the
management or Board of Directors if such situation arises.

The details of complaints received and disposed of during the financial year under review are as follows:

Particulars	2024-25	2023-24
Number of complaints of sexual harassment received in the year	Nil	Nil
Number of complaints disposed of during the year	NA	NA
Number of cases pending for more than 90 days	NA	NA

Your Company has a zero tolerance towards sexual harassment at the workplace. Company has
complied with the provisions relating to the constitution of the Internal Complaints Committee as per
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS
ACT, 1961:

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits,
including paid leave, medical benefits, and related facilities for its female employees, and affirms
complete compliance with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on Companyâs
website and can be accessed at https://transteel.com/investors-desk/codes-and-policies/. The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and related parties.

During the financial year 2024-2025, all contracts, arrangements and transactions entered into with the
related parties, including any material modification thereof, were in the ordinary course of business and
on an armâs length basis and were approved by the Audit Committee. Further, none of the transactions
during the year were material in nature which require approval of the shareholders under Section 188(1)
of the Companies Act, 2013 read with Regulation 23(4) of the SEBI Listing Regulations.

Accordingly, the disclosure of particulars of contracts/arrangements with related parties in Form AOC-
2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies
(Accounts) Rules, 2014 is not applicable. Moreover, the details of related party transactions, as required
under the applicable accounting standards have been disclosed in the Notes to the Financial Statement
forming part of this Annual Report.

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

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign
exchange earnings, and outgo, are provided below:

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

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

Foreign exchange earnings and outgo	2024-2025	2023-2024
(i) Foreign exchange earnings (actual inflows)	Nil	Nil
(ii) Foreign exchange outgo (actual outflows)	12,843.74	325.01

DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

The Company does not have any Subsidiary, Associate and Joint Venture Companies.

RISK MANAGEMENT:

The Board of Directors of the Company has established a comprehensive risk management framework
to effectively manage internal and external risks across its businesses. The Board oversees the risk
management function by defining and approving the objectives and philosophy of risk management and
continuously monitoring and reviewing risks across the organization.

This framework aims to foster a strong risk culture integrated with the Companyâs business strategy and
ensure that the Company undertakes businesses that are well understood and within its defined risk
appetite. It further focuses on building profitable and sustainable businesses through a conservative
approach to risk, proactively managing risks across the organization, and adopting best-in-class risk
management practices to enhance shareholder value and strengthen stakeholder confidence.

In addition, the Board has put in place a comprehensive Risk Management Policy aimed at optimizing
the risk-reward trade-off and enhancing shareholder value. The Companyâs approach to risk
management is based on a clear understanding of the variety of risks it faces, disciplined risk monitoring
and measurement, and continuous assessment and mitigation measures to ensure sustainable growth and
value creation for all stakeholders.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has ensured compliance with the mandated Secretarial Standard I & II issued by the
Institute of Company Secretaries of India with respect to Board Meetings and General Meetings
respectively and approved by the Central Government under Section 118(10) of the Companies Act,
2013.

DISCLOSURE UNDER SECTION 43(A)(III) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any shares with differential rights and hence
no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity)
Regulations, 2002 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any equity shares under Employeeâs Stock
Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital
and Debenture) Rules, 2014.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred
to Investor Education and Protection Fund (IEPF).

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient
features of this system are centralized database of all complaints, enables online upload of Action Take
Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the
complaint and its status. Your Company has been registered on SCORES and makes every effort to
resolve all investor complaints received through SCORES or otherwise, within the statutory time frame
from the date of receipt.

During the financial year 2024-25, the Company did not receive any complaints on SCORES. The details
of investor complaints received, resolved, and pending during the year are as follows:

Sr. No.	Complaints Received	Complaints Received	Complaints solved	Complaints Pending
1	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2	Non-receipt of dividend warrants	Nil	Nil	Nil
3	Query regarding demat credit	Nil	Nil	Nil
4	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained/ received from the
operating management, your Directors make the following statement and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the loss of the Company for
that period.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis; and

e) The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

f) Proper internal financial controls were followed by the Company, and such internal financial
controls are adequate and were operating effectively.

POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ)
have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies
and Codes adopted by your Company, from time to time, are available on the Companyâs website viz.,
https://transteel.com/investors-desk/codes-and-policies/, pursuant to Regulation 46 of the Listing
Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and
are updated based on the need and new compliance requirements.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the
Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the
Company. Disclosures with respect to the remuneration of Directors and employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 have been given as âAnnexure-Dâ to this Report.

Further, the statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in
a annexure forming part of this report.

CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and
Analysis, describing the Companyâs objectives, projections, estimates and expectations, may constitute
âforward looking statementsâ within the meaning of applicable laws and regulations. Although the
expectations are based on reasonable assumptions, the actual results might differ.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

Your directors place on records their sincere appreciation for the significant contribution made by our
employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others
associated with the Company as its trading partners. Your Company looks upon them as partners in its
progress. It will be the Companyâs endeavour to build and nurture strong links with the trade based on
mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For Transteel Seating Technologies Limited.

Sd/-

Shiraz Ibrahim
Managing Director
DIN: 00812527

Date: 05/09/2025
Place: Bangalore

Mar 31, 2024

Your directors are pleased to present the 29^th Annual Report on the business and operations of the Company along with the audited financial statements, for the financial year ended 31^stMarch, 2024.

FINANCIAL RESULTS:

The financial highlights of the current year in comparison to the previous year are as under.

(Amount in Rupees)

PARTICULARS	2023-24	2022-23
Revenue from Operations	74,25,71,000	59,47,95,000
Other Income	37,49,000	13,48,000
Total Income	7,46,31,9000	59,61,43,000
Less: Operating Expenses	54,69,36,000	43,73,14,000
Gross Profit/(Loss) before Depreciation and Interest	19,93,83,000	15,88,29,000
Less: Finance Costs	3,98,02,000	2,33,02,000
Less: Depreciation and Amortization Expense	75,46,000	70,45,000
Profit/(Loss) before Tax Before exceptional and extra-ordinary items	15,20,35,000	12,84,82,000
Exceptional and Extra-ordinary Item	20,16,000	10,03,000
Profit/(Loss) before Tax after exceptional and extra-ordinary items	15,00,19,000	12,74,79,000
Less: Tax Expense (Net)	3,88,93,000	3,65,15,000
Profit/(Loss) After Tax	11,11,26,000	9,09,64,000

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:

During the financial year 2023-24, the Company was converted from a Private Limited Company to a Public Limited Company, pursuant to a resolution passed by the members in its meeting held on November 04, 2022.

Further, the Company has recorded a total revenue of Rs. 7463.19 Lacs as compared to the previous year which was Rs. 5961.43 Lacs. Further during the year, the Company has earned ned profit of Rs. 1111.26 Lacs as compared to net profit of Rs. 909.64 Lacs in the previous year.

LISTING:

Pursuant to the resolutions duly passed by the Members of the Company at the Extra-ordinary General Meeting convened on the 21^st day of June 2023, the Company resolved to approach the capital markets with an Initial Public Offering (IPO) of 71,40,000 (Seventy-One Lakh Forty Thousand) equity shares, each having a face value of Rs. 10/- (Rupees Ten Only). This offering was conducted through the Book Building Process, in accordance with the provisions of applicable laws, with the intent to offer said shares to the public.

The issue was made available for public subscription from the 30th day of October 2023 to the 1^st day of November 2023 and the allotment of these equity shares was subsequently finalized on the 3^rd day of November 2023, in consultation with the Designated Stock Exchange, namely the National Stock Exchange of India Limited (NSE), as per the regulatory framework governing such issuances.

Following the submission of the Company''s application, the National Stock Exchange of India Limited (NSE), after due consideration, granted its final approval for the listing and commencement of trading on the NSE Emerge platform with effect from the 6^th day of November 2023.

DIVIDEND:

The Board of Directors does not recommended dividend for the financial year ended on 31^stMarch, 2024.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

SHARE CAPITAL

In the beginning of the financial year 2023-2024 your company had the Authorised Share Capital of Rs. 21,00,00,000/- (Rupees Twenty-One Crore only) consist of 2,10,00,000/- (Two Crore and Ten Lakh) equity shares of Rs 10/- each and paid-up share capital of Rs. 58,23,700/-(Fifty- Three Lakh Twenty-three Thousand and Seven Hundred only) consist of 5,82,370/- (Five Lakh Eighty-Two Thousand Three hundred and seventy) equity shares of Rs. 10/- each.

Changes during the year are as follows:

â¢ On June 06, 2023, the company has issued and allotted 1,28,12,140 (One Crore, Twenty-Eight Lakh Twelve Thousand One Hundred and Forty) Equity Shares of Rs.10/-

each, aggregating to Rs. 12,81,21,400/- (Rupees Twelve Core, Eighty-One Lakh Twenty-One Thousand and Four Hundred only) as Bonus Shares. The issuance of these shares was done by capitalizing the surplus profits or reserves of the Company.

â¢ Further on November 03, 2023, the company has come up with the Initial Public Offering (IPO) of 71,40,000/- (Seventy-One Lakh Forty Thousand) Equity Shares of Rs.10/- each, including 3,56,000/- (Three Lakh Fifty-Six Thousand) Equity Shares offered for sale by Ms. Nasreen Shiraz, Promoter Selling Shareholder, at value of Rs. 70/- (Rupees Seventy) per share including premium of Rs. 60/- (Rupees Sixty) per share aggregating to Rs. 49,98,00,000/-/- (Rupees Forty-Nine Crore Ninety Eight Lakhs only).

As of March 31, 2024, the Authorised Share Capital of the Company remained unchanged at Rs. 21,00,00,000/- (Rupees Twenty-One Crore only) divided into 2,10,00,000 (Two Crore Ten Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. However, The Paid-up Share Capital of the Company increased to Rs. 20,17,85,100/- (Rupees Twenty Crore Seventeen Lakh Eighty-Five Thousand One Hundred only), comprising 2,01,78,510 (Two Crore One Lakh Seventy-Eight Thousand Five Hundred Ten) equity shares of Rs. 10/-(Rupees Ten only) each.

RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY2024 in the profit and loss account.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

The details of amount accepted and received from the directors of the company have been disclosed in the financial statements.

CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME listed on the Emerge Platform of NSE, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on Corporate Governance is not applicable in the Annual Report.

ANNUAL RETURN

Pursuant to Section 92 of the Act and section 134(3)(a) of the Companies Act, 2013 (''the Act'') the form MGT-7 is made available on the website of the Company and can be accessed at https://transteel.com/investors/disclosure-under-regulation-46-of-lodr/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

At present, Board of Directors of the Company comprises of 5 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of one Managing Director, one Women Executive Director, one Non-Executive Director and Two Independent Non-Executive Directors.

The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.

The Board of Directors of company comprised of the following Directors, as on 31^st March 2024:

S No	Name of Director	DIN	Designation
1	Shiraz Ibrahim	00812527	Managing Director
2	Nasreen Shiraz	00581065	Executive Director
3	Karan Atul Bora	08244316	Non-Executive Director
4	Mukesh Singh	00182998	Independent Director
5	Rina Sharma	08557373	Independent Director

A) APPOINTMENT AND REAPPOINTMENT:

During the year under Review, Mr. Mukesh Singh (DIN: 00182998) and Ms. Rina Sharma (DIN: 08557373) were appointed as Independent Directors on board of company and approved by members in Extra-Ordinary General Meeting held on May 20^th, 2023.

Further, Mr. Shiraz were Reappointed as Managing Director of the Company for a period of 5 years w.e.f. May 20, 2023, upto May 19, 2028.

B) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Ms. Nasreen Shiraz (DIN 00581065), retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment of Ms. Nasreen Shiraz (DIN 00581065) , forms part of the Notice.

The profile along with other details of Ms. Nasreen Shiraz are provided in the annexure to the Notice.

C) CHANGE IN KEY MANAGERIAL PERSONNEL:

During the Year under review Mr. Abhishek Lohia was appointed as Company Secretary and Compliance Officer of the company with effect from May 18^th, 2023 to fulfil the requirement of Section 2023 of the Companies Act, 2013.

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Key Managerial Personnel as on 31^st March 2024:

Sr. No	Name of Key Managerial Personnel	Designation
1	Mr. Shiraz Ibrahim	Managing Director & Chief Financial Officer
2	Mr. Abhishek Lohia	Company Secretary

BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met 15 (Fifteen) times during the year under review as mentioned below. The gap between any two consecutive board meeting did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder

Sr. No.	Board Meeting Dates
1.	07.04.2023
2.	16.05.2023
3.	18.05.2023
4.	30.05.2023

5.	31.05.2023
6.	05.06.2023
7.	06.06.2023
8.	19.06.2023
9.	28.06.2023
10.	03.07.2023
11.	30.09.2023
12.	03.11.2023
13.	11.11.2023
14.	14.11.2023
15.	17.02.2024

Sr. No	Name of the Director	Category	Number of Board Meetings entitled to attend / held during the Year	Number of Board Meetings attended during the Year
1	Shiraz Ibrahim	Managing Director	15	15
2	Nasreen Shiraz	Executive Director	15	15
3	Karan Atul Bora	Non-Executive Director	15	14
4	Mukesh Singh	Independent Director	12	11
5	Rina Sharma	Independent Director	12	11

GENERAL MEETINGS

During the year, the company held its 28^th Annual general Meeting (AGM) on September 30^th, 2023 at 11:00 A.M. In addition to the AGM, three Extra-Ordinary General Meetings (EGMs) was held during the year on 20^th May 2023, 21^st June 2023, and 3^rd July, 2023.

INDEPENDENT DIRECTOR

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

As on March 31, 2024, Mr. Mukesh Singh and Mr. Rina Sharma are the Independent Directors on the Board of the company. The Company has received the necessary declaration from the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 25 read with regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of the Companies Act, 2013.

In the opinion of the Board, the company''s Independent Directors possess the integrity, requisite experience, and expertise relevant to the industry in which the company operates. Further, all the Company''s Independent Directors have registered with the Independent Director''s Databank of the Indian Institute of Corporate Affairs. -

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, finance, governance, human resources, sustainability, etc. and that they hold highest standards of integrity.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), the Company has put in place a Familiarization Program for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of such program is available on the website of the company at https://transteel.com/investors/disclosure-under-regulation-46-of-lodr/codes-and-policies/.

C) TERMS AND CONDITIONS OF APPOINTMENT:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ''Guidelines for Professional Conduct'' pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company www.transteel.com and may be accessed through the web link https://transteel.com/investors/disclosure-under-regulation-46-of-lodr/codes-and-policies/.

D) BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 along with Rule 6 of the Companies (Meeting and Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015.

The Board of Board of the company constituted the Audit Committee (which includes terms of reference) on May 30^th, 2023.

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

Mr. Abhishek Lohia, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meeting of the Audit Committee held during the Financial Year 2022-23.

The Audit Committee is duly constituted in accordance with the applicable regulation. During the Financial Year ended 31^st March 2024, the audit committee convened 4 (Four) which were held on the following dates:

â¢ 25^th October 2023,

â¢ 17^th February 2024,

â¢ 28^th February 2024

â¢ 29^th March 2024.

The Composition of the Audit Committee as on 31/03/2024 is as under:

Sr. No.	Name of Director	Designation	No. of meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	4	4
2	Rina Sharma	Member	4	4
3	Shiraz Ibrahim	Member	4	4

B) NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 along with Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Board of Directors of the Company constituted the Nomination and Remuneration Committee (which includes terms of reference as provided under the Act) on May 30^th, 2023.

The purpose of the Nomination and Remuneration Committee ("NRC") is to oversee the Company''s nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management.

The NRC also assists the Board in discharging its responsibilities relating to compensation of the Company''s Executive Directors and Senior Management. The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company.

The Nomination and Remuneration Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended March 31, 2024, the Nomination and Remuneration Committee convened one (1) meeting, which were held on 17^th February 2024 via Video Conference.

The Composition of the Nomination and Remuneration Committee as on 31/03/2024 is as under:

Sr. No.	Name of Director	Designation	No. of meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	1	1
2	Rina Sharma	Member	1	1
3	Karan Atul Bora	Member	1	1

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors.

The Stakeholders'' Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.

The SRC also reviews:

a) The measures taken for effective exercise of voting rights by the shareholders;

b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent;

c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/notices and other information by shareholders.

The Stakeholders'' Relationship Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended on 31st March 2024, the Stakeholders'' Relationship Committee convened one (1) Meeting which was held on 17^th February 2024 via Video Conference.

The Composition of the Stakeholders relationship Committee as on 31/03/2024 is as under:

Sr. No.	Name of Director	Designation	No. of meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	1	1
2	Nasreen Shiraz	Member	1	1
3	Shiraz Ibrahim	Member	1	1

D. INTERNAL COMPLAINTS COMMITTEE

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

The Internal Complaints Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended on 31st March 2024, the Internal Complaints Committee convened one (1) Meeting which was held on 17^th February 2024 via Video Conference.

The Composition of the Internal Complaints Committee as on 31/03/2024 is as under:

Sr. No.	Name of Director	Designation
1	Nasreen Shiraz	Chairman
2	Yogananda V G	Member
3	Simran Ibrahim	Member
4	Deepti Anand	Member

E) CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

The Corporate Social Responsibility Committee of the Company is constituted in line with section 135 and all relevant provisions of the Companies Act, 2013 (hereinafter the "Act") read with Rule 5 of the Companies (Corporate Social Responsibility) Rules, 2014 (hereinafter the "CSR Rules") and any other applicable provisions of the Act and rules made thereunder.

The Corporate Social Responsibility Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended on 31st March 2024, the Corporate

Social Responsibility Committee convened one (1) which was held 17^th February 2024 via Video Conference.

The Composition of the Internal Complaints Committee as on 31/03/2024 is as under:

Sr. No.	Name of Director	Designation	No. of meetings held during the year	No. of meetings attended
1	Mukesh Singh	Chairman	1	1
2	Karan Atul Bora	Member	1	1
3	Shiraz Ibrahim	Member	1	1

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.

The Prakash & Rajaguru LLP was appointed as Internal Auditor for the Financial Year 2023-24 as per the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

STATUTORY AUDITORS AND AUDITOR''S REPORT

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Report of the Statutory Auditors for the year ended 31st March, 2024 forming part of the Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

SECRETARIAL AUDITOR AND THEIR REPORT

The Board of Directors of the Company had appointed M/s. Ramesh Singh & Associates, Practicing Company Secretary, as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. Ramesh Singh & Associates, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as "Annexure-A" to this Board''s Report.

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

The Statutory Auditors'' Report and the Secretarial Auditors'' Report to the members, for the year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board''s report.

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (''GAAP''), statutory requirements prescribed under the Accounting Standards (''AS'') specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to the company being the Net Profit of the company exceeds rupees Five Crore.

The Company''s liability for Corporate Social Responsibility (CSR) expenditures amounts to Rs. 9.94 lakhs, which constitutes 2% of the average net profits calculated over the preceding three financial years, in compliance with Section 198 of the Companies Act, 2013.

Due to the Company''s inability to identify suitable Corporate Social Responsibility (CSR) projects, no expenditures have been made towards CSR activities. However, the provision for CSR expenditure has been duly recorded in the financial statements to comply with the CSR expenditure and will be addressed dully by transferring the requisite funds to the appropriate entities listed in Schedule VII of the Companies Act,2013 by September 30, 2024.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities and expenditure incurred thereon during the year are set out in "Annexure B" of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an "Annexure -C" to the this Report.

WHISTLE BLOWER MECHANISM/ VIGIL MECHANISM

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

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to the existing code of conduct that governs the actions of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices) that affect Company''s interest / image.

The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to her since the last report together with the results of investigations, if any.

A copy of the Policy is available on the website of the Company and may be accessed through the web link at https://transteel.com/investors/disclosure-under-regulation-46-of-lodr/codes-and-policies/.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the period between the end of the financial year to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE.

There is no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DEMATERIALISATION OF SHARES

The Company''s equity shares are traded in dematerialized form on NSE. As of March 31, 2024, 100% of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) INE0NVI01020 under the Depository System.

LISTING OF EQUITY SHARES:

During the year under review, Equity shares of your Company got listed on the National Stock Exchange of India ("NSE") SME Platform on November 6^th, 2023. The trading symbol of the Company is "TRANSTEEL". Listing fees and the custodian charges to depositories, for the FY 2023-24 have been paid to NSE, NSDL and CDSL respectively.

REGISTRAR AND TRANSFER AGENT (RTA):

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

COMPANY''S POLICY ON PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE.

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women''s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: Nil

b) No. of Complaints disposed: Nil

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2023-24, which is beyond the limits as per the Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website and can be accessed at https://transteel.com/investors/disclosure-under-regulation-46-of-lodr/codes-and-policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024 (including any material modification thereof), were in the ordinary course of business and on an arm''s length basis and were carried out with prior approval of the Audit

Committee. Prior omnibus approval of Audit Committee was obtained for Related Party Transactions on a yearly basis for transactions which were planned and/or repetitive in nature and or entered in the Ordinary Course of Business and are at Arm''s Length.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations Nor any transactions fall under the scope of Section 188(1) of the Act.

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2024 and hence the same is not provided.

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

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below:

Considering the nature of business activities of the Company, your directors have nothing to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo:

(Amount in Lakhs)

Foreign exchange earnings and outgo	2023-2024	2022-2023
(i) Foreign exchange earnings (actual	Nil	Nil
inflows)
(ii) Foreign exchange outgo (actual	8,86,646.39	32,758.00
outflows)

DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associate and Joint Venture Companies.

RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a

continuing basis. The Audit Committee reviews the status of key risks and steps taken by the Company to mitigate such risks at regular intervals.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

A) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

B) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for that period;

C) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D) the directors have prepared the annual accounts on a going concern basis; and

E) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

F) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

PUBLIC ISSUE (INITIAL PUBLIC OFFER):

During the Financial Year 2023-24, the Company conducted an Initial Public Offering (IPO) of 7,140,000 equity shares. This offering was divided into a fresh issue of 6,784,000 equity shares and an offer for sale by Nasreen Shiraz, the Promoter Selling Shareholder, of 356,000 equity

shares. Each equity share has a face value of Rs. 10, fully paid up, and was issued for cash at a price of Rs. 70 per share, including a share premium of Rs. 60 per share, aggregating to Rs. 49,98,00,000. The allocation of these equity shares was completed on November 3^rd, 2023, and the shares were listed on the NSE Emerge Platform on November 6^th, 2023.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as "Annexure-D" to this Report.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your directors place on records their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For Transteel Seating Technologies Limited.

Sd/- Sd/-

Shiraz Ibrahim Nasreen Shiraz

Managing Director Director

DIN: 00812527 DIN: 00581065

Date: 06/09/2024 Place: Bangalore

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Directors Report of Transteel Seating Technologies Ltd.

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:

DIVIDEND:

CHANGES IN THE NATURE OF BUSINESS:

SHARE CAPITAL:

RESERVES:

DEPOSITS:

CORPORATE GOVERNANCE:

ANNUAL RETURN:

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors of your Company comprises the following Directors, as on March 31, 2025:

A) APPOINTMENT AND REAPPOINTMENT:

INDEPENDENT DIRECTOR:

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

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

C) TERMS AND CONDITIONS OF APPOINTMENT:

D) BOARD EVALUATION:

COMMITTEES OF THE BOARD:

A) AUDIT COMMITTEE:

F) FUND RAISING COMMITTEE:

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

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

STATUTORY AUDITORS AND AUDITORâS REPORT:

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITSACT, 1961:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

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

DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURECOMPANIES:

RISK MANAGEMENT:

COMPLIANCE WITH SECRETARIAL STANDARDS:

DISCLOSURE UNDER SECTION 43(A)(III) OF THE COMPANIES ACT, 2013:

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

DIRECTORSâ RESPONSIBILITY STATEMENT:

FINANCIAL RESULTS:

(Amount in Rupees)

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:

LISTING:

DIVIDEND:

CHANGES IN THE NATURE OF BUSINESS

SHARE CAPITAL

RESERVES

DEPOSITS

CORPORATE GOVERNANCE

ANNUAL RETURN

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A) APPOINTMENT AND REAPPOINTMENT:

B) RETIREMENT BY ROTATION:

C) CHANGE IN KEY MANAGERIAL PERSONNEL:

BOARD MEETINGS

GENERAL MEETINGS

INDEPENDENT DIRECTOR

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

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

C) TERMS AND CONDITIONS OF APPOINTMENT:

D) BOARD EVALUATION

COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE:

The Composition of the Audit Committee as on 31/03/2024 is as under:

B) NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee as on 31/03/2024 is as under:

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The SRC also reviews:

The Composition of the Stakeholders relationship Committee as on 31/03/2024 is as under:

D. INTERNAL COMPLAINTS COMMITTEE

The Composition of the Internal Complaints Committee as on 31/03/2024 is as under:

E) CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

The Composition of the Internal Complaints Committee as on 31/03/2024 is as under:

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.

STATUTORY AUDITORS AND AUDITOR''S REPORT

SECRETARIAL AUDITOR AND THEIR REPORT

REPORTING OF FRAUD BY AUDITORS

DISCLOSURE OF ACCOUNTING TREATMENT

CORPORATE SOCIAL RESPONSIBILITY (CSR)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

WHISTLE BLOWER MECHANISM/ VIGIL MECHANISM

DEMATERIALISATION OF SHARES

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

STATUTORY AUDITORS AND AUDITORâS REPORT:

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS
ACT, 1961:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

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

DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

DIRECTORSâ RESPONSIBILITY STATEMENT: