Dear Members,

Your Directors are pleased to submit their Forty- Seventh Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

(Rs in lakhs)

Recognizing the potential and the need to diversify, the Company has taken strategic steps to re-enter the agricultural market. The Company re-initiated its operations and expanded its business to include trading in agricultural goods. The Company is strategically poised to explore new opportunities and adopt innovative practices to drive growth and success.

With the view to conserve resources, your Directors have not recommended any dividend to the equity shareholders. Further no amount has been transferred to reserve as well.

There was no change in the nature of business of the Company during the year under review.

No material changes and commitments affecting the financial position of the Company have occurred in the Company since the end of Financial Year on March 31,2024 till the date of this report.

No significant and/or material order passed by the regulators or courts or tribunals during the year under review that may impact the going concern status and Company's operations in future.

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

Pursuant to sub section 3-(c) of Section 134 of the Companies Act, 2013 ("the Act") the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of annual accounts, applicable Indian Accounting Standards have been followed and there are no material departures in adoption of these standards;

(ii) the Directors had 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 the Profit of the Company for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

There was no change in directors and Key Managerial Personnel during the financial year ended March 31, 2024.

In terms of the provisions of Section 152(6) of the Act, Mr. Mahesh S. Rananavre (DIN 08296631), Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As a strategy to strengthen the Board of Directors of the Company and given the experience and expertise of Mr. Govindshankar Krishnan and Ms. Sejal Mahendrakumar Jain, the Board of directors, on the recommendation of Nomination and Remuneration Committee of the Company has appointed Ms. Sejal Mahendrakumar Jain (DIN: 10679696) and Mr. Govindshankar Krishnan (DIN: 10679535) as additional director in its meeting held on July 20, 2024 with effect from August 01, 2024 in the category of Non-Executive Independent Directors for a tenure of five years, subject to the approval of shareholders. Brief profile and other details and disclosure about them is provided in the explanatory statement annexed to the notice of AGM.

Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder, the following employees are the key managerial personnel of the Company:

1. Mr. Mahesh S. Rananavre - Whole-Time Director;

2. Mr. Mukesh Garach - Chief Financial Officer;

3. Ms. Neeraja Karandikar - Company Secretary and Compliance Officer.

Your Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation"). It covers the areas relevant to the functioning as Independent Directors or other Directors, member of Board or Committees of the Board.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In a sep?rate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Additionally, the Chairperson of the Board was also evaluated on key aspects of her role, taking into account the views of Executive Directors and Non- Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI).

Criteria for determining qualifications, positive attributes and independence of a director

The policy on the appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees as available on the website of the Company at www.transchem.net. forms part of the Corporate Governance Report annexed to this Annual Report.

Declaration By Independent Directors

Both the existing Independent Directors and the directors proposed to be appointed as Independent Directors have furnished the declarations that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations and abide by Code for Independent Directors framed by the Company and as prescribed in Schedule IV to the Act. Further, the existing Independent Directors have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

Familiarisation programme for the independent directors

Company is having in place a programme to familiarise the Independent Directors with the Company at the time of their appointment. It is designed to include compliances required from him/ her under the Act, SEBI Listing Regulations and other relevant regulations.

Directors & Officers Liability Insurance ("D&O Policy")

The Company has in place an appropriate Directors and Officers Liability Insurance Policy ("D&O Policy") which is renewed every year and that D&O Policy provides indemnity to all of its Directors, Senior and Key Management Personnel and Employees of the Company in respect of liabilities associated to their office.

Policies of the Company

The Company is determined in maintaining a good Corporate Governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Act and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company and placed at its website at www.transchem.net:

1. Code of Conduct for Corporate Governance;

2. Code of Conduct for Prevention of Insider Trading;

3. Code of Practice and Procedure for fair disclosure of Un-published Price Sensitive Information;

4. Policy on determination of Material Criteria for Disclosure;

5. Policy on Nomination and Remuneration;

6. Policy on Preservation of documents;

7. Policy on Related Party Transactions;

8. Risk Management Policy;

9. Whistle Blower Policy.

Your Company has a sound internal control system commensurate with its size and nature of business which provides a reasonable assurance in respect of financial and operational information, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2024.

The Board of Directors duly met 4 (Four) times during the financial year ended March 31, 2024. The dates on which the Board meetings were held are May 06, 2023, August 05, 2023, November 04, 2023 and January 25, 2024. Other details of the Board Meetings, regarding attendance of directors, are furnished in the Corporate Governance Report.

Pursuant to the Act and SEBI Listing Regulations Board of Directors has constituted following Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

The details of the constitution of aforesaid Committees and meetings of the said committees held during the year ended March 31, 2024 have been provided in the report on Corporate Governance.

In compliance with Section 92 (3) and 134(3)(a) of the Act, Annual Return of the Company for the year ended March 31, 2024 has been posted at the web-site of the Company at www.transchem.net.

i) Statutory Auditors

SPML & Associates, Chartered Accountants, (Firm Registration No. 136549W) has been appointed as the Statutory Auditors of the Company for a period of five financial years and to hold office until the conclusion of Fifty-First AGM of the Company, to be held in the year 2028.

The Report of Auditors for the financial year ended March 31, 2024 on the financial statements of the Company is a part of this Annual Report. The Report of Auditors does not contain any adverse remark, qualification or reservation.

ii) Disclosure under Section 143(12) of the Act

The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act and Rules made there under in the management of the Company during financial year under review.

iii) Secretarial Auditor

According to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has re-appointed Mrs. Amita Saxena (FCS 3964, CP 3438), Company Secretary in Practice as the Secretarial Auditor of the Company for the year ended March 31, 2024. The Secretarial Audit Report submitted by her for the year ended March 31, 2024, attached with this report as Annexure I. The same Secretarial Audit Report shall be considered for the purpose of compliance with Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report does not contain any adverse remark, reservation or qualification.

iv) Cost Record

Pursuant to sub-section (1) of Section 148 of the Act, the Company is not required to maintain cost records.

v) Internal Auditor

The Board of Directors has re-appointed M/s. L. T. Jadav & Company, (Chartered Accountants), (Membership No. 037240; FRN No. 118218W) as Internal Auditor of the Company for the financial year 2024-25.

There was no guarantee given or security provided pursuant to Section 186 of the Act during financial year under review. Company has provided loan to other body corporates and made investment in securities of other bodies corporate in compliance with the provisions of the Act.

The details of loan given and investment made during the financial year have been disclosed in the explanatory notes to the financial statements.

Related party transactions have been disclosed under the significant accounting policies and notes forming part of the financial statements in accordance with "Indian Accounting Standard 24".

There were no related party transactions entered into by the Company during the financial year under consideration which may have a potential conflict with the interest of the Company at large or which are considered as material or not at arm's length price pursuant to the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI Listing Regulations, as amended from time to time. Hence, disclosure in Form AOC-2 has not been provided.

As required under the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions which has been put up on the Company's website www.transchem.net.

The Company was neither having net worth of Rs. 500 Crores or more, nor the turnover of the Company was of Rs. 1,000 Crores or more nor a net profit of Rs. 5.00 Crores or more during the financial year 2022-23, the immediately preceding financial year, accordingly pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility were not applicable to your Company during the year under review.

The Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of 'Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women employee working in the Company. The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees.

The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. However, since Company does not have specified number of employee at any place of its business and henee, the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to it. It has been notified that in case any employee faces any such incidence she may communicate the same to the Chairperson of Audit Committee for appropriate action.

During the financial year ended March 31, 2024 no compliant was received under the Act.

Pursuant to Section 134 of the Act, the Company has a risk management policy in place for identification of key risks to the business objectives of the Company, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. The policy is available on the Company's website at www.transchem.net.

The policy provides Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct /business ethics. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail this mechanism. All Directors and employees have direct access to the Chairperson of the Audit Committee.

The Board of Directors hereby confirms that all the applicable Secretarial Standards have been duly complied with during the year under review.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of remuneration of each director to the median remuneration of employees of the Company for the financial year:

Non-executive Directors: No remuneration is being paid to Non-Executive Directors except sitting fee for attending Board Meetings.

Executive Director: Mr. Mahesh S Rananavre - Ratio to median remuneration - 2.85 times.

b. The Percentage increase in remuneration of Director - 4.38%.

c. The Percentage increase in remuneration of Chief Financial Officer - 5.02%.

d. The Percentage increase in remuneration of Company Secretary - 5.01%.

e. The percentage increase in the median remuneration of employee - 11.37%.

f. The number of permanent employee on the roll of Company - 15.

g. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is 1.09% and the average percentile increase in the managerial remuneration to the KMP's is 4.80%.

h. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to the employees including KMPs is as per the Remuneration Policy of the Company.

i. Disclosure required pursuant to Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The Company has no employee drawing remuneration equal to or exceeding Rs. 1.02 Crore when employed throughout the financial year;

(ii) The Company has no employee drawing remuneration equal to or exceeding Rs. 8.50 Lakh per month in case employed for part of the year;

(iii) The Company has no employee drawing remuneration more than the Whole Time Director and holding himself or along with spouse and dependent children 2% or more shares in the capital of the Company.

Accordingly disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

The Company has neither invited nor accepted any deposits which would be covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) during the year under review.

A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

The Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption wherever feasible.

(ii) Steps taken by the Company for utilizing alternate source of energy:

The management is continuously exploring feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the period under review.

B) Technology Absorption

(i) The efforts made towards technology absorption and benefits derived:

The Company evaluates technology developments on a continuous basis and keep the organisation updated. However, considering the business activities of the Company, the Company did not use any particular technology.

(ii) The Company has not imported any technology during the year.

(iii) The Company has not incurred any expenditure on Research and Development during the period under review.

C) Foreign Exchange Earnings and Outgo

There was no foreign exchange earnings and outgo during the year under review.

The Board has been committed to adopt, besides any obligations under applicable laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in submitting compliance reports on Corporate Governance to BSE Limited, the Stock Exchange where at its securities are listed and has fully implemented all the requirements as prescribed under the SEBI Listing Regulations. The report on Corporate Governance as stipulated under SEBI Listing Regulations forms part of the Annual Report. The requisite certif?cate from Mrs. Amita Saxena (FCS 3964, CP 3438), Company Secretary in Practice and Secretarial Auditor of the Company, confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The aforesaid Certif?cate does not contain any adverse remark, reservation, qualification or disclaimer remark.

A detailed discussion on the overview of the industry and important changes in the industry during the last year; external environment and economic outlook; induction of strategic and financial partners during the year; business performance, information on the operational and financial performance among others, and future outlook as stipulated under the SEBI Listing Regulations and Section 134(3) is included in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

The paid up equity share capital as on March 31, 2024 was Rs. 1224 Lakhs divided into 12,240,000 Equity Shares of Rs. 10/- each. The equity share capital of the Company is listed on BSE Limited. The shares are actively traded on BSE Limited and have not been suspended from trading.

There was no change in the capital structure of the Company during the year.

1. Your Company is not required to obtain credit rating.

2. The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

3. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

4. During the year under review, there has been no one time settlement of loans, if any, taken from banks and financial institutions.

Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Company's Bankers. Yours Directors' also commend the contribution made by the employees.