The Directors are pleased to present to you the Thirty First
Annual Report of Transwarranty Finance Limited (“the
Company” or “your Company”) detailing the business
performance and operations of the Company, along with the
Audited Financial Statements for the financial year ended
March 31,2025.

COMPANY OVERVIEW

Transwarranty Finance Limited is a non-deposit accepting
Non-Banking Finance Company (NBFC) registered with
the Reserve Bank of India (RBI), offering a comprehensive
range of financial services encompassing both advisory and
fund-based lending. It has been actively involved in various
financial services for the past 30 years with its headquarters
located in Mumbai and has a capital market subsidiary in
Kochi that is actively engaged in providing comprehensive
brokerage services. As per RBI categorisation of NBFCs vide
its press release dated January 16, 2025, your Company falls
under Base Layer for the year 2024-25. The Company is in
compliance with RBI Scale Based Regulations.

FINANCIAL HIGHLIGHTS

The summarized financial performance highlights of the
Company, as compared to the previous year, are as mentioned
below:

PERFORMANCE REVIEW

On Standalone basis, the Total Income of your Company was
Rs. 1246.56 lakhs in the FY2024-25 as compared to Rs.1216.26
lakhs in the previous year, reflecting a marginal increase. Profit
before exceptional item and tax was Rs. 338.83 lakhs during
the year as compared to Rs. 400.16 lakhs in previous year. At
Consolidated level the Total Income for the year 2024-25 was
Rs. 1574.07 lakhs against Rs. 1738.03 lakhs in the previous
year, mainly due to lower turnover of subsidiary company due
to adverse market conditions. Similarly, loss before exceptional
item and tax was Rs.266.90 lakhs in 2024-25 as against profit
of Rs. 79.72 lakhs in previous year, mainly due to loss of
subsidiary company and the exceptional item.

Detailed information on operational and financial performance
of the Company for this financial year is given in the
Management Discussion and Analysis Report, which forms a
part of the Directors’ Report.

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY

The Company has established its presence in the domain of
consumer lending through its digital platform. Its innovative
approach led to the creation of its proprietary digital lending
application named OROBORO app. Through strategic
partnerships with various channel partners, the Company has
successfully expedited its lending operations and there is huge
potential to scale up the business.

To remain at the forefront of technological advancements, the
Company has enhanced its technology infrastructure. This
proactive approach has enabled the Company to effectively
manage and support a larger volume of operations.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are
prepared in accordance with Section 129 of the Companies
Act, 2013 (“the Act”) read with relevant Accounting Standards
issued by the Institute of Chartered Accountants of India and
forms part of this Annual Report. Pursuant to Section 136 of the
Act the Standalone Financial Statements of the Company and
the Consolidated Financial Statements along with the relevant
documents form part of this Annual Report and separate
audited accounts in respect of the subsidiaries are available on
the website of the Company at http://www.transwarranty.com/
Investors/FinancialReport

OPERATIONS OF SUBSIDIARY COMPANIES

As on March 31, 2025, the Company has a total of three
subsidiaries, comprising two direct subsidiaries and one step-
down subsidiary. The details are as follows:

• Vertex Securities Limited (VSL) and Transwarranty Capital
Market Services Private Limited (TCMSPL) are direct
subsidiaries of the Company.

? Vertex Commodities and Finpro Private Limited (VCFPL)
is the subsidiary of Vertex Securities Limited.

? Vertex Securities Limited

Vertex Securities Limited, incorporated in 1993, is a
well-established financial services company and a stock
broking member of BSE Limited ( BSE) and National
Stock Exchange of India Limited (NSE). It operates
as a Depository Participant of the National Securities
Depository Limited (NSDL), enabling it to offer seamless
demat services to its clients. VSL is also a Securities and
Exchange Board of India (SEBI) registered Merchant
Banker, providing a broad spectrum of investment banking
services. Further, VSL is a registered Mutual Fund Advisor
with the Association of Mutual Funds of India (AMFI),
facilitating investment advisory and distribution services in
mutual funds.

During the financial year 2024-25, VSL reported a total
income of Rs. 864.18 lakh as compared to Rs. 870.10 lakh
in the previous year on standalone basis. The operations
for the year resulted in a loss after tax of Rs. 74.86 lakh, as
against a profit after tax of Rs. 37.96 lakh in the preceding
year. Despite this temporary setback, VSL’s underlying
business fundamentals remain strong.

? Transwarranty Capital Market Services Private Limited

Transwarranty Capital Market Services Private Limited
(TCMSPL), operates as a key technology platform for
the Company. TCMSPL plays a pivotal role in supporting
the Company’s digital transformation by providing all
the necessary technological infrastructure and services.
TCMSPL specializes in facilitating API integrations and
developing fintech applications tailored to the Company’s
requirements. By leveraging its expertise in financial
technology, TCMSPL ensures seamless connectivity
and efficient operations across Company’s financial
services. Additionally, TCMSPL is actively engaged
in the development of a dedicated fintech app for the
Company, aimed at enhancing the client experience and
streamlining the delivery of financial solutions. Through
its comprehensive technology support and innovation,
TCMSPL significantly contributes to the advancement and
modernization of the Company’s offerings in the capital
markets sector.

During the year, TCMSPL recorded a loss of Rs. 0.15
lakhs as against loss of Rs. 1.58 lakhs in the previous year.

? Vertex Commodities and Finpro Private Limited

Vertex Commodities and Finpro Private Limited (VCFPL),
is a subsidiary of VSL.

During the financial year ended March 31, 2025, VCFPL
had total income of Rs. 46.77 lakhs and net profit after
tax of Rs. 4.67 lakhs as against the total revenue of
Rs. 38.75 lakhs and net profit after tax of Rs. 8.55 lakhs in
the previous year.

The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary
companies.

Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of the financial
statements of the Company’s subsidiaries in Form AOC 1 is
attached to the financial statements of the Company.

Your Company in accordance with the SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015 (SEBI
Listing Regulations) as amended, has formulated a Policy for
determining its Material Subsidiaries. This policy has been
uploaded on the Company’s website and can be accessed at

www.transwarranty.com/Transwarranty/
PdfViewer?path=Policies\Policy%20for%20determining%20
Material%20Subsidiaries policies 1632132701.pdf.

DIVIDEND

The Board of Directors has decided not to recommend any
dividend for the financial year 2024-25, despite the Company
having reported profit on a standalone basis. This decision has
been taken after considering the overall financial position of
the Company on a consolidated basis, the need to conserve
resources for future business requirements and to strengthen
the financial stability of the Company. The Board believes that
this approach is in the long-term interest of the Company and
its stakeholders.

TRANSFER TO RESERVE FUND

Under Section 45-IC (1) of Reserve Bank of India Act, 1934,
NBFCs are required to transfer a sum not less than 20% of its
net profit every year to reserve fund. Accordingly, the Company
has transferred a sum of Rs. 12.99 lakhs to its reserve fund.

Pursuant to provisions of the Act read with relevant rules
thereunder, the Company, being an NBFC, is exempt from
creating debenture redemption reserve in respect of privately
placed debentures including the requirement to invest up to
15% of the amount of debentures maturing during the next
financial year. However, the Company maintains sufficient
liquidity buffer to fulfil its obligations arising out of debentures.
In case of secured debentures, an asset cover of at least 100%
is maintained at all times.

SHARE CAPITAL STRUCTURE
? Authorized Capital:

The Authorised Share Capital as on March 31,2025 stood
at Rs. 61,00,00,000/- comprising of 6,10,00,000 Equity
Shares of the face value of Rs. 10/- each.

During the year, the Authorised Share Capital of the
Company was increased from Rs. 51,00,00,000/- (Rupees
Fifty One Crore Only) divided into 5,10,00,000 (Five
Crore Ten Lakhs) Equity Shares of Rs. 10/- each to the
Authorised Share Capital of Rs. 61,00,00,000 (Rupees
Sixty One Crore Only) divided into 6,10,00,000 (Six Crore
Ten Lakhs) Equity Shares of Rs. 10/- each.

* Issued, Subscribed & Paid-up Capital:

The Issued and Subscribed Capital of the Company as on
March 31,2025 stood at Rs. 53,97,45,370/- comprising of
5,39,74,537 Equity Shares of the face value of Rs. 10/-
each. The Paid-up Capital of the Company as on March
31,2025 of Rs. 53,97,45,370/- comprised of 5,39,74,537
fully paid equity shares of Rs 10/- each.

During the year, the Company has allotted 3,00,000 Equity
Shares to employee of the Company upon exercise of ESOP
granted. The details of stock options granted and vested during
the year are provided in the Notes to Accounts in the financial
statements.

PUBLIC DEPOSITS

The Company has not accepted any deposits and as such no
amount on account of principal or interest on public deposits
under Section 73 and 76 of the Act, read together with the
Companies (Acceptance of Deposits) Rules, 2014 was
outstanding as on March 31,2025.

NON-CONVERTIBLE DEBENTURES

Over the course of time, the Company has been consistently
issuing unrated unlisted Non-Convertible Debentures (NCDs)
on private placement basis in multiple tranches. During
FY 2024-25, the Company has issued further NCDs amounting
to Rs. 547 lakhs. Simultaneously, it has redeemed NCDs worth
Rs. 266 lakhs. As of March 31, 2025, the Company’s
outstanding NCDs amount to Rs. 757 lakhs.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Company, being an NBFC registered with the RBI and
engaged in the business of providing loans in the ordinary
course of its business, is exempt from complying with the
provisions of Section 186 of the Act by virtue of notification
issued under Companies (Amendment) Act, 2017, w.e.f. May
7, 2018, with respect to loans, guarantees and investments.
Accordingly, the Company is exempted from complying with
the requirements to disclose in the financial statements the
full particulars of the loans given, investment made, guarantee
given or security provided.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI Listing Regulations, a separate
section on Management Discussion and Analysis Report
highlighting the business of your Company forms part of
the Annual Report as Annexure A. It inter-alia, provides
details about the economy, business performance review
of the Company’s various businesses and other material
developments during the year.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards
of ethics and governance, resulting in enhanced transparency
for the benefit of all stakeholders. The Company has complied

with the requirements under the Act and as stipulated under
the provisions of the SEBI Listing Regulations.

The Report on Corporate Governance as stipulated under
Regulation 27 of the SEBI Listing Regulations forms part of this
Annual Report as Annexure B. A certificate of the Statutory
Auditor confirming compliance of the Corporate Governance
requirements by the Company is attached to the Report on
Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

? Directors

As on March 31, 2025, the Board of Directors of the
Company comprised a blend of executive, non-executive
and independent directors, reflecting a diverse and
experienced leadership. Mr. Kumar Nair served as the
Chairman and Managing Director, providing overall
strategic direction and guidance to the Company.
Mr. Ramachandran Unnikrishnan held the position of
Director and Chief Financial Officer, overseeing the
Company’s financial management and operations. The
other members of the Board include Mr. Sudharsanan Nair,
Dr. Gopalakrishnan Balakrishna, Mr. Sachidanandan Menon
and Ms. Rhujuta D Kene who are Independent Directors.

During the year, there were changes in the composition
of the Board. Mr. Pravin Khatau, Independent Director,
ceased to hold office upon completion of his term with
effect from February 24,2025 and Mrs. Nirmala Parab,
Independent Director, also ceased to hold office upon
completion of her term with effect from March 29, 2025.
Further for strengthening the Board, Mr. Sachidanandan
Menon was appointed as an Independent Director with
effect from February 04, 2025 and Ms. Rhujuta D Kene
was appointed as an Independent Director with effect from
March 27, 2025. The Board thus continues to benefit from
a wide range of expertise and experience, ensuring robust
governance and effective oversight of the Company’s
affairs.

? Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the
following individuals were designated as Key Managerial
Personnel (KMP) of the Company as on March 31,2025.

> Mr. Kumar Nair served as the Chairman and Managing
Director, providing overall leadership and strategic
direction to the Company.

> Mr. Ramachandran Unnikrishnan held the position of
Director and Chief Financial Officer, overseeing the
Company’s financial operations and management.

> Mr. Suhas Borgaonkar served as the Company
Secretary and Compliance Officer, responsible for
ensuring compliance with statutory and regulatory
requirements, as well as facilitating effective corporate
governance practices.

Together, these KMPs play a pivotal role in the management
and administration of the Company’s affairs in accordance
with the applicable provisions of the Act.

? Retirement by Rotation

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

Pursuant to Regulation 36(3) of the SEBI Listing
Regulations read with appliable Secretarial Standards
issued by Institute of Company Secretaries of India (ICSI),
brief resume of the Director proposed for appointment/
re-appointment has been given in the statement annexed
to the Notice convening the Annual General Meeting.

? Declaration by Independent Directors

The Independent Directors of the Company have furnished
necessary declarations to the Company under Section
149(7) of the Act confirming that they meet the criteria
of independence as prescribed for independent directors
under Section 149(6) of the Act and Regulation 16(b) of
the SEBI Listing Regulations.

In the opinion of the Board, all the Independent
Directors possess the requisite qualifications, expertise
and experience including the proficiency required to
be Independent Directors of the Company, fulfil the
conditions of independence as specified in the Act and
the SEBI Listing Regulations and are independent of the
management and have also complied with the Code for
Independent Directors as prescribed in Schedule IV of the
Act.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of
integrity, possessing rich experience and expertise in the
field of corporate management, finance, capital market,
economic and business information. The Company has
issued appointment letter to the Independent Directors
setting out in detail, the terms of appointment, duties, roles
& responsibilities and expectations of the Independent
Director. The Board of Directors has complete access to
the information within the Company. Presentations are
regularly made to the Board of Directors / Audit Committee /
Nomination, Remuneration and Compensation Committee
/ Stakeholders’ Relationship Committee on various related
matters, where Directors have interactive sessions with the
Management. Further the Managing Director also holds
one to one discussion with the newly appointed Director to
familiarize with the Company’s operations.

The details of the Company’s familiarization programme
for Independent Directors can be accessed at http://www.
transwarranty.com/Investors/Policies.

ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination, Remuneration and Compensation
Committee of the Company has laid down the criteria
for performance evaluation of the Board and individual
Directors including the Independent Directors and
Chairperson covering various aspects of the Board’s
functioning such as adequacy of the composition of the
Board and its committees, Board Culture, execution and
performance of specific duties, obligations and governance.
It includes circulation of evaluation forms separately for
evaluation of the Board, its Committees, Independent
Directors / Non-Executive Directors / Executive Directors
and the Chairman of your Company.

The Board and the Nomination, Remuneration and
Compensation Committee reviewed the performance
of individual Directors including the Chairman and the
Managing Director on their personal performance,
participation, contribution and offering guidance and
understanding of the areas which were relevant to them
in their capacity. The Directors were also assessed on
selected parameters related to roles, responsibilities and
obligations of the Board and functioning of the Committees
including assessing the quality, quantity and timeliness of
flow of information between the Company’s Management
and the Board which is necessary for the Board to
effectively and efficiently perform their duties.

In a separate meeting of Independent Directors held on
February 04, 2025, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the
Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Board expressed its satisfaction with the evaluation
results, which reflect the high degree of engagement of
the Board and its Committees with the Company and its
Management.

BOARD COMMITTEES

The Board has constituted following Committees in
compliance with the requirements of the business and
relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination, Remuneration and Compensation
Committee

• Stakeholders’ Relationship Committee

• Debenture Issue Committee

All decisions pertaining to the constitution of the
Committees, appointment of members and fixing of terms
of reference/role of the Committees are taken by the Board
of Directors.

Details of the role, terms of reference and composition
of these Committees, including the number of meetings
held during the financial year and attendance at meetings,
are provided in the Corporate Governance Report, which
forms a part of the Annual Report.

? Audit Committee

As on March 31,2025, the Audit Committee comprises of
following Members, Mr. Sudharsanan Nair, Mr. Kumar Nair,
Dr. Gopalakrishnan Balakrishna and Ms. Rhujuta D
Kene. The majority of the Committee is constituted by
Independent Directors with Mr. Sudharsanan Nair, being
the Chairman.

During FY2025, all recommendations of the Audit
Committee were accepted by the Board.

? Nomination, Remuneration and Compensation
Committee

As on March 31,2025 the Nomination, Remuneration
and Compensation Committee comprises of the following
Members, Mr. Sudharsanan Nair, Mr. Kumar Nair,
Dr. Gopalakrishnan Balakrishna and Ms. Rhujuta D Kene.
The Committee comprises of majority of Independent
Directors with Mr. Sudharsanan Nair, being the Chairman.

? Stakeholders’ Relationship Committee

As on March 31, 2025 the Stakeholders’ Relationship
Committee comprises of the following Members,
Mr. Sudharsanan Nair, Mr. Kumar Nair, Dr. Gopalakrishnan
Balakrishna and Ms. Rhujuta D Kene. The Committee
comprises of majority of Independent Directors with
Mr. Sudharsanan Nair, being the Chairman.

? Debenture Issue Committee

The composition of Debenture Issue Committee as
on March 31, 2025 comprises Mr. Sudharsanan Nair,
Mr. Kumar Nair and Mr. Ramachandran Unnikrishnan as
its Members.

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 7 times during the financial year. The gap
between these meetings was within the prescribed period under
the Act and SEBI Listing Regulations. The details regarding
the meetings of the Board of Directors, Committees of the
Board and meeting of Independent Directors are provided in
the Report on Corporate Governance, which forms part of the
Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised
proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and that such systems
are adequate and operating effectively. The Company has
complied with the applicable Secretarial Standards.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY

The Company’s internal financial control over financial
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.
The Company’s internal financial control over financial
reporting includes those policies and procedures that pertains
to maintenance of records, provide reasonable assurance that
transactions are recorded as necessary to permit preparation
of financial statements and provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial statements.

The Company’s Board and Audit Committee reviews the
adequacy and effectiveness of internal control systems, internal
audit reports and legal compliances and provides guidance
for further strengthening them. The Audit Committee reviews
all quarterly and yearly financial results of the Company and
recommends the same to the Board for its approval.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING
GOING CONCERN STATUS

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status
and Company’s operations in future.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the
Company. Accordingly, there is no requirement of maintenance
of cost records as specified under Section 148(1) of the Act.

SECRETARIAL AUDITOR

M/s. Yogesh Sharma & Co., Practicing Company Secretaries
(Membership No. FCS 11305 & COP No. 12366), were
appointed as the Secretarial Auditor of the Company for a
period of 5 consecutive years, commencing from FY 2025-26
to FY 2029-30, at the Board meeting held on July 31, 2025,
based on the recommendation of the Audit Committee, subject
to the approval of the Members at the ensuing AGM of the
Company. They will undertake secretarial audit as required and
issue the necessary secretarial audit report for the aforesaid
period in accordance with the provisions of Section 204 of the
Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and amended Regulation

24A of the SEBI Listing Regulations. They have confirmed that
their appointment complies with the eligibility criteria in terms
of SEBI Listing Regulations. The resolution seeking Members’
approval for their appointment forms part of the Notice.

The Secretarial Audit Report for the year under review issued
by Mr. Yogesh Sharma of M/s. Yogesh Sharma & Co is
annexed to this Annual Report as Annexure C. There are no
audit qualifications, in the said Secretarial Audit Report except
as mentioned in the Report and the management response to
the same which is self explanatory.

STATUTORY AUDITORS

At the 30^th Annual General Meeting (AGM) of the Company
held in the year 2024, the Shareholders had approved the
appointment of M/s. Deoki Bijay and Co, Chartered Accountants,
(Firm Registration No. 313105E), as the Statutory Auditors of
the Company for a period of five years from the conclusion of
the 30^th AgM till the conclusion of the 35^th AGM, in terms of the
applicable provisions of Section 139(1) of the Act, read with the
Companies (Audit and Auditors) Rules, 2014.

The Auditors’ Report on the Financial Statements (Standalone
and Consolidated) of the Company for the year under review,
“with an unmodified opinion”, as given by the Statutory Auditors,
is disclosed in the Financial Statements forming part of this
Annual Report. The Auditors’ Report is clean and there are no
qualifications in their Report.

The Notes to the Financial Statements (Standalone and
Consolidated) are self-explanatory and do not call for any
further comments.

INTERNAL AUDITOR

Pursuant to the provisions of the Act read with the applicable
rules made thereunder, M/s. Anil Bhutra & Co., Chartered
Accountants, were appointed as the Internal Auditors of the
Company for the financial year 2024-25. The Firm was further
re-appointed as Internal Auditors for the financial year 2025-26
at the Board Meeting held on May 02, 2025.

REPORTING OF FRAUD BY AUDITORS

During the year under review, no instances of fraud involving
the Company’s officers or employees were reported to the Audit
Committee by the Statutory Auditors, Secretarial Auditors or
Internal Auditor under Section 143(12) of the Act. Accordingly,
no such details are required to be disclosed in the Directors’
Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All contracts/arrangement/transactions entered by the
Company during FY 2025 with related parties were in
compliance with the applicable provisions of the Act and
SEBI Listing Regulations. Prior omnibus approval of the Audit
Committee is obtained for all related party transactions which
are foreseen and of repetitive nature. Such transactions are
reviewed by the Audit Committee on a quarterly basis.

All related party transactions that were entered into during the
year were on arm’s length basis and in the ordinary course
of business, as disclosed in Form AOC-2 which forms part of
the Boards’ Report as Annexure D. The Audit Committee has
approved the related party transactions and subsequently the
same were approved by the Board of Directors from time to
time and the same are disclosed in the Financial Statements of
the Company for the year under review.

Pursuant to Regulation 23 of the SEBI Listing Regulations,
all related party transactions that were material in nature, as
defined under the said Regulations, were duly approved by
the shareholders of the Company at their meeting held on
September 30, 2024.

Further, pursuant to the provisions of the Act and the
SEBI Listing Regulations, the Board of Directors has, on
recommendation of its Audit Committee, adopted a Policy on
Related Party Transactions and the said policy is available on
the website of the Company and can be accessed through
following link http://www.transwarranty.com/Investors/Policies.

EMPLOYEES’ STOCK OPTION

The Company formulated the Transwarranty Finance Limited
Employees Stock Option Plan 2024 (ESOP 2024) during the
financial year 2024. The ESOP 2024 was approved by the
members of the Company at the Annual General Meeting held
on September 30, 2024. The Plan is designed to grant stock
options to eligible employees, thereby aligning their interests
with the long-term goals of the Company and fostering a sense
of ownership and motivation among the workforce.

Disclosures related to the ESOP have been made in compliance
with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, and
Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014, as per the annexures to this Report. Additionally,
the Statutory Auditors and the Secretarial Auditor have certified
the compliance of the ESOPs is in line with the applicable SEBI
regulations and the resolutions passed by the Company’s
shareholders. The Plan reflects the Company’s commitment to
rewarding and retaining talent while ensuring compliance with
all statutory and regulatory requirements.

Disclosures in terms of ‘Guidance note on accounting for
employee share-based payments’ issued by ICAI and diluted
EPS in accordance with Indian Accounting Standard (Ind
AS) 33 - Earnings Per Share are provided in the Notes of
Standalone Financial Statements in this Annual Report.

The Company has not issued any sweat equity shares or equity
shares with differential rights during the year ended March 31,
2025.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, a copy of the Annual Return
of the Company for the financial year ended March 31, 2025
will be uploaded on the website of the Company and can be
accessed through following link

https://www.transwarranty.com/Investors/AnnualReport/

Transwarranty-Finance-Limited

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
work place and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with
the provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under.

The Company has constituted an Internal Complaints
Committee as per Section 4 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Your Directors state that during the year under review,
there were no complaint received pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

The status of complaints as on March 31,2025 is as follows:

DISCLOSURE PURSUANT TO THE MATERNITY BENEFIT
ACT, 1961

Your Company remains compliant with respect to the provisions
of Maternity Benefit Act, 1961 and further confirms that there
has been no deviation from the provision of the Maternity
Benefit Act, 1961.

POLICIES

? NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act, the Board has devised
Nomination and Remuneration Policy for determining
director attributes and remuneration of Directors,
Key Managerial Personnel and Senior Management
Employees. The said Policy is available on the website of
the Company and can be accessed through following link
http://www.transwarranty.com/Investors/Policies

? CODE FOR PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from
time to time, the Company has adopted a Code of Fair
Disclosure to formulate a framework and policy for
disclosure of events and occurrences that could impact
price discovery in the market for its securities as per the
requirements under the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015.
The Code of Fair Disclosure has been made available
on the Company’s website and can be accessed through
following link http://www.transwarranty.com/Investors/
Policies.

? RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to
manage these risks at acceptable levels in order to achieve
business objectives. The risks to which the Company is
exposed to are both external and internal. The Company
has in place a Risk Management Policy, to identify and
evaluate the various elements of risk, which may pose
a threat to the business and existence of the Company.
After identifying the risk and assessing the level of impact,
controls are put in place to mitigate the risk. The Policy has
different risk models, which help in identifying risks trend,
exposure and potential impact analysis at the Company
Level.

? WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing
vigil mechanism to report genuine concerns and
grievances of directors and employees in confirmation with
section 177(9) of the Act and Regulation 22 of SEBI Listing
Regulations. The Policy provides adequate safeguards
against victimization of persons who use the Whistle
Blower mechanism. It provides appropriate avenues to the
employees to bring to the attention of the management
any issue, which is perceived to be in violation or in
conflict with the fundamental business of the Company.
The employees are encouraged to voice their concerns
by way of the Policy and have been given access to the
Audit Committee. The Policy is available on the website of
the Company at http://www.transwarranty.com/Investors/
Policies.

? CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions pertaining to Corporate Social Responsibility
(CSR) are not applicable to the Company.

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

The Company ensures optimized and efficient consumption of
energy in all the offices/branches of the Company. With the
implementation of its digital initiatives, the Company has also
substantially reduced its paper consumption.

The Company has always leveraged technological innovations
to improve its operational efficiency and satisfy and retain its
customer base. Keeping in line with the SEBI guidelines, the
Company has been automating the customer on-boarding
process. This has enabled the Company to reduce time¬
consuming activities and complexity of physical on-boarding
of clients.

The details regarding foreign exchange earnings and outgo are
given below:

Earnings: Nil

Outgo - Nil

HUMAN RESOURCES

As a service Company, the Company’s operations are heavily
dependent on qualified and competent personnel. As on 31^st
March 2025, the total strength of the Company’s permanent
employees stood at 37 excluding casual & contract staff. Your
Company takes significant effort in training all employees at
various levels.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

There are no employees drawing a monthly or yearly
remuneration in excess of the limits specified under Section
197 of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 including any amendments thereof.

The information containing particulars of employees as
required under Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time is
attached herewith as Annexure E.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the
year. There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of this
Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the
Act and based on the information provided by the Management,
the Directors state that:

1. In preparation of annual accounts for the year ended 31st
March, 2025, the applicable accounting standards have
been followed along with proper explanations relating to
material departures, if any;

2. They have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st
March, 2025 and profit of the Company for the year ended
on that date;

3. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going
concern basis;

5. They have laid down proper internal financial controls to
be followed by the Company and they were adequate and
operating effectively and

6. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems
were adequate and operating effectively

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT

The Board has adopted a Code of Conduct for Directors &
Senior Management in accordance with the provisions of the
Act and Regulation 17(5) of SEBI Listing Regulations. The
Code also incorporates the duties of Independent Directors.
All the Board Members and Senior Management Personnel
have confirmed compliance with the Code. A declaration to
that effect signed by the Managing Director forms part of the
Corporate Governance Report. A copy of the Code has been
put on the Company’s website.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Act
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”), all unpaid or unclaimed dividends are required to be

transferred by the Company to the Investor Education and
Protection Fund (“IEPF” or “Fund”) Account established by the
Central Government, after completion of seven years from the
date the dividend is transferred to unpaid/ unclaimed account.

During FY 2024-25, the Company had not transferred any
shares to IEPF Account.

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was
made or proceeding initiated against the Company under
the Insolvency and Bankruptcy Code, 2016 nor any such
proceeding was pending at the end of the financial year
2024-25.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or
Financial Institutions during the period under review.

RBI GUIDELINES

The Company continues to fulfil all the norms and standards
laid down by RBI pertaining to non-performing assets, capital
adequacy, statutory liquidity assets, etc.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere gratitude for the
co-operation and continued support received from customers,
shareholders, investors, collaborators, vendors, financial
institutions, banks, regulatory authorities and the society at
large during the year.

Your Directors recognize and appreciate the efforts and hard
work of all the employees of the Company and their continued
contribution to its progress.

For and on behalf of the Board of Directors

Kumar Nair

Chairman
DIN:00320541

Date: July 31, 2025
Place: Mumbai