Tranway21 Technologies appointed Ms. Asha Diwakar and Ms. Priyanka Sethia as additional non-executive independent directors on September 7, 2026. The Board also approved the cessation of Mr. Chekodu Venkataraja as an independent director, with him continuing as a non-executive director.

The appointments are subject to shareholder approval at the ensuing Annual General Meeting. Both new directors will serve a five-year term commencing from September 30, 2026.

Board Changes

The Nomination and Remuneration Committee recommended the following changes:

• Ms. Asha Diwakar: Appointed as an Additional Director in the category of Non-Executive Independent Director effective September 7, 2026. She holds an MBA and Company Secretary qualification with over 10 years of experience in corporate governance and regulatory compliance.
• Ms. Priyanka Sethia: Appointed as an Additional Director in the category of Non-Executive Independent Director effective September 7, 2026. She possesses LLB, ACS, and CMA qualifications with over 15 years of experience in corporate law and strategic transactions.
• Mr. Chekodu Venkataraja: His tenure as an Independent Director ends on September 30, 2026. He will continue on the Board as a Non-Executive Director. This change requires shareholder approval via a Special Resolution under Regulation 25(2A) of SEBI LODR.

Reappointments

The Board recommended the reappointment of the following key managerial personnel for a five-year term from July 24, 2026, to July 23, 2031:

Both directors are liable to retire by rotation at the ensuing AGM. Mrs. Kalavathy Bylappa also serves as a director in BHHS Technologies Limited, a subsidiary company. Mr. Bharat holds a similar position in the subsidiary.

Tranway21 Technologies posted a net profit of ₹3.81 lakh for FY26, reversing a net loss of ₹31.76 lakh recorded in FY25. The company submitted its annual report to BSE on September 7, 2026, ahead of its 11th Annual General Meeting scheduled for September 30, 2026.

The profit turnaround was primarily driven by non-operational income rather than core business performance. The company recognized a waiver of an unsecured loan from a director amounting to ₹62.00 lakh and a write-back of old outstanding liabilities worth ₹8.86 lakh. These items contributed significantly to the total other income of ₹73.09 lakh for the year.

Financial Performance

Revenue from operations declined to ₹303.86 lakh in FY26, down from ₹392.95 lakh in FY25. Total expenses decreased to ₹372.82 lakh from ₹425.75 lakh in the previous year. The company reported consolidated revenue of ₹436.45 lakh, compared to ₹580.78 lakh in FY25.

The auditor highlighted the accounting treatment of the loan waiver and liability write-back as a key audit matter, noting significant management judgment regarding the cessation of obligations. Additionally, the company recognized prior period expenses of ₹20.29 lakh during the year.

AGM and Book Closure Details

The 11th Annual General Meeting will be held on Wednesday, September 30, 2026, at 11:30 am at the company's registered office in Bengaluru. Pursuant to Section 91 of the Companies Act, 2013, and Regulation 42 of SEBI LODR Regulations, the Register of Members and Share Transfer Books will remain closed from September 23, 2026, to September 30, 2026, both days inclusive.

Board Appointments and AGM

The board appointed Ms. Asha Diwakar and Ms. Priyanka Sethia as additional independent directors effective September 7, 2026. Their five-year terms are subject to shareholder approval at the upcoming AGM. Both directors bring over a decade of experience in corporate governance and compliance.

Mr. Chekodu Venkataraja will cease his role as an independent director and continue as a non-executive director effective September 30, 2026, pending special resolution approval under SEBI LODR Regulation 25(2A).

What the Numbers Show

The divergence between the operational loss and the final net profit underscores the reliance on non-recurring items for the bottom line. While core revenue contracted by nearly 23%, the recognition of ₹70.86 lakh in one-time gains allowed the company to report a positive net result. This suggests that underlying operational profitability remains weak despite the improved headline number.

Auditor Observations

Statutory auditors B M S S & Co noted that the company has a negative Debt Service Coverage Ratio, indicating potential concerns regarding its ability to meet debt obligations. They also flagged delays in remitting certain Tax Deducted at Source (TDS) amounts and employee group insurance dues within prescribed time limits.