Tranway21 Technologies Ltd

AGM Details

• AGM held on 30 September 2026 at 11:30 A.M. (physical at registered office).
• Remote e-voting open 27 Sept 2026, 9:00 A.M. to 29 Sept 2026, 5:00 P.M.
• Voting at AGM conducted electronically; no show of hands.
• Scrutinizer appointed for tally; report to be submitted.
• Meeting duration 11:30 A.M. to 12:30 P.M.

Key Resolutions

• Resolution 1: Adoption of standalone and consolidated financial statements for FY2026.
• Resolution 2: Re-appointment of Kalavathy Bylappa as Director (retires by rotation).
• Resolution 3: Re-appointment of Bharat as Director (retires by rotation).
• Resolution 4: Appointment of Asha Diwakar as non-executive independent director for five years.
• Resolution 5: Appointment of Priyanka Sethia as non-executive independent director for five years.
• Resolution 6: Cessation as independent director; continuation as non-executive director: Venkataraja.
• Resolution 7: Re-Appointment of Kalavathy Bylappa as Chairman and Managing Director.
• Resolution 8: Re-Appointment of Bharat as Whole-Time Director.

Voting Results

• Voting results pending; Scrutinizer report to be declared.

Dividend

• No dividend proposed or declared at this AGM.

Director Changes

• Appointment of Asha Diwakar as Non-Executive Independent Director for five years.
• Appointment of Priyanka Sethia as Non-Executive Independent Director for five years.
• Cessation as independent director; continues as non-executive director: Chekodu Venkataraja.
• Re-appointment of Kalavathy Bylappa as Chairman and Managing Director.
• Re-appointment of Bharat as Whole-Time Director.

Auditor Appointments

• No changes to statutory or other auditors disclosed.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Material Approvals

• No other material approvals disclosed.

E-voting cutoff and dates

• Record date fixed at 23 September 2026 for e-voting entitlement.
• E-voting window opens 27 September 2026 09:00 AM and closes 29 September 2026 05:00 PM.

Appointment of e-voting scrutinizer

• Mr. Kiran Kumar R, Advocate, appointed as e-voting Scrutinizer for the 11th AGM.
• Board meeting held on 7 September 2026 approved the appointment.

MD/Chairman Re-appointment

• Type: Re-appointment as Chairman and Managing Director.
• Name/role: Kalavathy Bylappa, Chairman and MD.
• Effective date/term: 24 Jul 2026 to 23 Jul 2031.
• Reason: Board recommended re-appointment for term.
• Profile: IT governance leader with 20 years' experience.
• Impact: No changes to board/committees indicated.

WD/MD appointments

• Type: Re-appointment as Whole Time Director.
• Name/role: Bharat, Whole Time Director.
• Effective date/term: 24 Jul 2026 to 23 Jul 2031.
• Reason: Board recommended re-appointment.
• Profile: Entrepreneur with leadership in service industry.
• Impact: No changes to board/committees indicated.

Independent Director Appointments: Asha Diwakar

• Type: Appointment as Non-Executive Independent Director (Additional).
• Name/role: Asha Diwakar, Non-Executive Independent Director.
• Effective date: 7 Sep 2026.
• Term: 5 years from 30 Sep 2026, subject to approval.
• Reason: NRC recommended appointment.
• Profile: Governance professional and practising company secretary.

Independent Director Appointments: Priyanka Sethia

• Type: Appointment as Non-Executive Independent Director (Additional).
• Name/role: Priyanka Sethia, Non-Executive Independent Director.
• Effective date: 7 Sep 2026.
• Term: 5 years from 30 Sep 2026, subject to approval.
• Reason: NRC recommended appointment.
• Profile: Governance professional, practising secretary, CMA, lawyer.

Cessation / Designation Change: Chekodu Venkataraja

• Type: Cessation as Independent Director; becoming Non-Executive Director.
• Name/role: Chekodu Venkataraja, Non-Executive Director.
• Effective date: 30 Sep 2026.
• Reason: Cessation from Independent Director; continue as NED.
• Shareholder approval: Subject to AGM.
• Profile: Independent Director since 2022.

Book closure details

• Book closure: 23 September 2026 to 30 September 2026 (inclusive) for AGM.
• AGM date and time: 30 September 2026 at 11:30 AM.
• Register of Members and Share Transfer Books closed for AGM.

Financial performance

• Standalone total income ₹376.94 L, down from ₹394.26 L in FY25.
• Standalone net profit after tax ₹3.81 L; EPS ₹(0.04).
• Consolidated total income ₹531.17 L; PAT ₹9.14 L; EPS ₹0.09.
• No dividend declared for FY2025-26.
• Share capital unchanged; no new shares issued.

Revenue mix & trends

• Standalone operations: income from operations ₹303.86 L; other income ₹73.09 L.
• Consolidated operations: income from operations ₹436.45 L; other income ₹94.72 L.
• YoY standalone total income declined from ₹394.26 L to ₹376.94 L.

Dividends & capital allocation

• No reserves transfer during the year.
• No change in share capital.

Subsidiaries

• BHHS Technologies Limited is a 100% subsidiary.
• BHHS turnover ₹154.23 L; PAT ₹2.00 L.

Governance & AGM

• Asha Diwakar appointed Independent Director for five years from 7 Sept 2026.
• Priyanka Sethia appointed Independent Director for five years from 7 Sept 2026.
• Chekodu Venkataraja ceases as Independent Director; becomes Non-Executive Director from 30 Sept 2026.
• Kalavathy Bylappa reappointed CMD for five years from 24 July 2026.
• Bharat reappointed Whole-time Director for five years from 24 July 2026.
• 11th AGM scheduled for 30 Sept 2026 at Bengaluru.

Audit, controls & compliance

• Statutory auditors: BMSS & Co; Secretarial auditor: Puja Pujari.
• Internal controls adequate; no fraud reported.
• IND-AS not applicable; SME platform listing.
• Board evaluation conducted; risk management reviewed.

Management discussion & analysis

• Indian IT sector remains positive; growing digitalisation fuels demand.
• Focus on staffing, SAP, AI, cloud solutions and IT services.
• Risks include competition, pricing pressure, attrition, regulatory changes.
• Strategy emphasizes service diversification, client relationships, and revenue streams.

Remuneration & human resources

• Remuneration from BHHS: Kalavathy ₹12.0 L; Bharat ₹18.0 L.
• Anitha R remuneration ₹6,68,304 for FY2025-26.
• Total employees on roll: 12.

Key Decisions

• Approved the Annual Report for FY 2025-26.
• Approved notice for 11th AGM; scheduled for 30 Sep 2026 at 11:30 AM at registered office.
• Fixed AGM-related dates: cut-off 23-09-2026; book closure 23-09-2026 to 30-09-2026; e-voting 27-09-2026 to 29-09-2026.
• Appointed Mr. Kiran Kumar R as e-voting scrutinizer.
• Recommended re-appointment of Kalavathy Bylappa and Bharat for five-year term.
• Appointed Asha Diwakar and Priyanka Sethia as Additional Non-Executive Independent Directors for five years, subject to approval.
• Cessation of Chekodu Venkataraja as Independent Director; continues as Non-Executive Director from 30 Sep 2026, subject to approval.
• Approved 5-year KMP term for Kalavathy Bylappa and Bharat from 24 Jul 2026 to 23 Jul 2031.

Governance impact

• Nagaraj S R, Independent Director, resigns effective close of business July 1, 2026 due to other professional engagements.
• Anand Patil, Independent Director, resigns July 1, 2026 due to other professional and personal commitments.
• Both resignations remove them from Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee.
• No listed entities where either director holds directorships or committee roles.
• Nagaraj S R confirms no material reasons beyond those in his resignation letter.
• Anand Patil confirms no material reasons beyond those in his resignation letter.