Equity Analysis

To,

The Members

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^st March, 2024.

FINANCIAL RESULTS:

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

(Amount in Rupees)

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^st March, 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:

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.

• 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:

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:

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

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

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 Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

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:

• 25^th October 2023,

• 17^th February 2024,

• 28^th February 2024

• 29^th March 2024.

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

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:

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:

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:

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:

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

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^th Annual General Meeting held on 30^th September 2023 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2028.

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)

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.