డైరెక్టర్ల నివేదిక Tiaan Consumer Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 33^rd Annual Report on the business and
operations of the Company along with the Audited Financial Statement for the financial year ended
31^st March, 2025.

1. FINANCIAL SUMMARY HIGHLIGHTS:

In (Rs. INR)

Particulars			31.03.2025			31.03.2024
Total Income			31,19,128			29,03,186
Total Expenses			2774252.75			60,93,797.19
Profit/(Loss ) before Tax			3,44,875.25			(31,90,611.19)
Tax Expense: • Current Tax • Deferred Tax			-			-
Net Profit/Loss After Tax			3,44,875.25			(31,90,611.19)

2. STATE OF COMPANY AFFAIRS

The Financial Result of the Company shows that it has Net Profit INR 3,44,875.25 /- as compared to
Loss INR (31,90,611)/- Your Directors are optimistic about company’s business and hopeful of better
performance.

3. WEB ADDRESS OF ANNUAL RETURN

The Annual Return of the Company for the Financial Year 2024-25 referred in sub-section (3) of
Section 92 has been placed at the web address of the company which is as mentioned below:
www.tiaanstore.com

4. DIVIDEND

During the financial year 2024-25, the company does not declare any Dividend.

5. DEPOSITS

The Company has not accepted any deposits from the members and general public as on 31^stMarch,
2025. There are no small depositors in the company.

6. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company.

7. TRANSFER TO RESERVES

The Company did not transfer any amount to the General Reserves.

8. SHARE CAPITAL

During the year ended 31^st March, 2025, Authorized Share Capital of the Company is ?
13,20,00,000/-. The Paid-up Equity Share Capital as on 31^st March, 2025 was? 10,26,90,000/-. There
has been no change in the Paid-up Equity Share Capital of the company during the year.

9. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the Financial Year 2024-2025, The Company is not having any holding, subsidiaries, joint
ventures and associate companies. Accordingly, AOC-1 is not applicable on the company.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDOF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which these financial statements relate on the date of this
report.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weaknesses in the
design or operation were observed.

12. MAINTENANCE OF COST RECORDS BY COMPANY

The provisions of maintenance of cost records by company has been mandated under Companies
(Cost Records and Audit) Rules, 2014 does not apply to company as company is not engaged in
manufacturing Industry.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section-134(5) the Board confirms and submits the Directors
Responsibility statements:-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) The Director 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

(c) Fair view of the state of affairs of the company as on 31^st March, 2025 and Profit & Loss of the
Company for the year ended 31^st March, 2025.

(d) The Director have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of
the company and preventing and detecting fraud and other irregularities.

(e) The annual accounts are prepared on a Going Concern Basis.

(f) The Directors have devised proper system to ensure compliance with the Provision of all
applicable Laws and that such system were adequate and operating effectively.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are qualifications, reservations or adverse remarks made by the Auditors in their report. The
provisions relating to submission of Secretarial Audit Report is applicable to the Company.

15. BOARD OF THE DIRECTORS

A. Composition of Board of Directors

S. No.	Name of Director	Designation
1.	Mr. Bharat Bhushan	Managing Director
2.	Mr. Narender	Independent Director
3.	Mrs. Geeta Devi	Independent Director
4.	Mr. Ajay Kumar	Non-Independent Director

Cessation of Director

Mr. Raghav Gujral, Managing Director of the Company has resigned from their directorship of the
Company with effect from 29/01/2025.

Mr. Munesh Kumar, Independent Director of the company has resigned from their directorship of
the company with effect from 29/01/2025.

Mr. Sanchit Malhotra, Independent Director of the company has resigned from their directorship of
the company with effect from 11/12/2024.

Key Managerial Personnel

The following employees act as whole-time key managerial personnel by the Board of Directors
under review:

? Mr. Bharat Bhushan, Managing Director

? Mr. Ajay Khanna, Chief Financial officer

A. BOARD MEETINGS:

st st

The Board of Directors duly met Ten (10) times during the financial year from 1 April, 2024 to 31
March 2025. After the approval of Resolution Plan NCLT Order dated 9^th October, 2024.

The dates on which meetings were held are 26/11/2024, 29/11/2024, 04/12/2024, 11/12/2024,
16/12/2024, 24/01/2025, 29/01/2025, 30/01/2025, 13/02/2025 and 14/02/2025.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the
Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Composition of the Board of Directors, their attendance at Board Meetings and last
Annual General Meeting is as under:

Name of Director	Designation	No of Board Meetings entitle to attend during the Year	No of Board Meetings Attended during the Year	Attended of Last AGM
Mr. Raghav Gujral1	Managing	7	7	Yes
	Director
Mr. Munesh Kumar2	Director	7	7	Yes
	Director	4	4	Yes
Mr. Sanchit Malhotra 3
Ms. Iroda Alloyorovna Ochilova4	Woman Director	4	4	Yes
Mr. Narender	Director	6	6	Yes
Mr. Bharat Bhushan	Managing Director	4	4	No
Mr. Parmanand	Director	3	3	No
Chaubey5
Mr. Ajay Kumar ******	Director	3	3	No
Ms. Geeta Devi	Woman	6	6	No
	Director

*****Mr. Iroda Alloyorovna Ochilova, Non- Independent Director of the company has resigned
from their directorship of the company with effect from 11/12/2024

B. Meeting of Board of Directors

During the financial year ten (10) Board Meetings were held on 26/11/2024, 29/11/2024, 04/12/2024,
11/12/2024, 16/12/2024, 24/01/2025, 29/01/2025, 30/01/2025, 13/02/2025 and 14/02/2025.

C. Appointment of Director

During the Financial Year 2024-25 the Company has appointed on and as Additional Director.

1. Mr. Bharat Bhushan, has been appointed as Managing Director of the company with effect from
24/01/2025.

2. Mr. Narender, has been appointed as Non-Executive Independent Director of the company with
effect from 11/12/2024.

3. Mrs. Geeta Devi, has been appointed as Non-Executive Independent Director of the company
with effect from 11/12/2024.

D. Appointment of Company Secretary

New Company Secretary has been appointed namely Ms. APRA SHARMA w.e.f. 26/06/2025

16. DIRECTOR RETIRE BY ROTATION

No director is laible to retire by rotation in the 33^rd Annual General Meeting of the Company.

17. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years subject to reappointment and are
not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their appointment as an Independent Director
under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The policy for Familiarization of Independent Director is also placed on Website of the company i.e.
www.tiaanstore.in in respectively.

During the Year, One meeting of Independent Directors was held on February 13, 2025.

18. DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Independent Directors of the Company has given declaration w.r.t.
independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed
thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”). They have got
themselves registered in the data bank for Independent Directors being maintained by the Indian
Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and
their names are included in the data bank maintained by IICA. They are not aware of any
circumstance or situation, existing or anticipated which may impact or impair their ability to discharge
duties. That they have complied with the Code for Independent Director prescribed in Schedule IV to
the Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and
Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for
Familiarization for the Independent Directors about the nature of the Industry, Business model, roles,
rights and responsibilities of Independent Directors and other relevant information. The details of the
Familiarization Program for Independent Directors are available on the website of the Company.

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel
and their Remuneration policy can be accessed on the Company’s website at the web-link
www.tiaanstore.in

In seeking to select individuals for induction as directors on the Board of Directors of the Company,
the criteria such as qualifications, positive attributes, independence as set out in the aforementioned
policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent
and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in
consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature,
quantum, importance and intricacies of the responsibilities and functions being discharged as also the
standards prevailing in the industry the concerned individuals get the best possible remuneration
packages permissible under the applicable laws, so that the Company gets to retain the best of quality
and talent.

20. BOARD EVALUATION

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015, the Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid
down evaluation criteria for performance evaluation of Independent Directors, which is based on
attendance, expertise and contribution brought in by the Independent Director at the Board and
Committee Meetings, which shall be taken into account at the time of reappointment of Independent
Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in
such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3) (p) of the Companies Act, 2013, and Regulation 25(4) of LODR,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of information
between the Management and the Board, Performance of the Board as a whole and its Members and
other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members based on criteria such as the composition of committees, effectiveness of
committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the
Company was evaluated by Independent Directors, after taking into account the views of the
Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors based on 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.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

A. AUDIT COMMITTEE

The Audit Committee comprises Three Members during the year and the (04) Audit Committee
meetings were convened and held.

Meetings of the Committee:

The Committee met 04 times dated on 26/11/2024, 29/11/2024, 10/12/2024 and 14/02/2025.
The Composition of audit committee and their attendance at the meeting are as under:

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Narendra	Chairperson	1	1
Mrs. Geeta Devi	Member	1	1
Mr. Parmanand Chaubey	Member	1	1

*Mr. Sanchit Malhotra, Independent Director of the company has resigned from their directorship of
the company with effect from 11/12/2024.

**Mr. Iroda Alloyorovna Ochilova, Non- Independent Director of the company has resigned from
their directorship of the company with effect from 11/12/2024

The amended/ updated policy of nomination policy is also placed on website of the company i.e.
www.tiaanstore.in

B. NOMINATION &REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive
Directors. During the year One Meeting of Nomination & Remuneration Committee Meetings was
held.

Meetings of the Committee:

The Committee met 3 times during the Financial Year- 2024-25 dated on 11/12/2024, 23/01/2025 and
28/01/2025. The Composition of Nomination & Remuneration Committee and their attendance are
mentioned asunder: -

Name of Members	Category/Designation	No. of Meetings
		Members entitled	Members
		to attend	attended
Mrs. Geeta Devi	Chairperson	2	2
Mr. Narendra	Member	2	2
Mr. Parmanand Chaubey	Member	2	2

*Mr. Munesh Kumar, Independent Director of the company has resigned from their directorship of
the company with effect from 29/01/2025

**Mr. Sanchit Malhotra, Independent Director of the company has resigned from their directorship
of the company with effect from 11/12/2024

***Mr. Raghav Gujral, Managing Director of the Company has resigned from their directorship of the
Company with effect from 10/12/2024.

****Mr. Iroda Alloyorovna Ochilova, Non- Independent Director of the company has resigned from
their directorship of the company with effect from 11/12/2024

The amended/ updated policy of nomination policy is also placed on website of the company i.e
www.tiaanstore.in

C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members. During the year,
One (01) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 1 time on 13/12/2024, during the F.Y.-2024-25. The Composition Stakeholders’
Relationship committee and their attendance at the meeting are as under:-

Name of Members	Category/Designation	No. of Meetings
		Members entitled to	Members attended
		attend
Mr. Parmanand Chaubey	Chairperson	1	1
Mr. Geeta Devi	Member	1	1
Mr. Narender	Member	1	1

The amended/ updated policy of nomination policy is also placed on website of the company i.e.
www.tiaanstore.com respectively.

21. SHAREHOLDERS MEETING:

There is only one Share Holders Meeting i.e. 32^nd AGM (Annual General Meeting) has been held on
10^th Day of January, 2025 for the F.Y. 2023-2024 through Video Conferencing (“VC”) / Other
Audio-Visual Means (“OAVM”).

22. INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of business
operations. Your Directors are of the view that there are adequate policies and procedures in place in
the Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and

(3) 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.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The
policy provides the mechanism for the receipt, retention and treatment of complaints and to protect
the confidentiality and anonymity of the stakeholders.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the
Chairman of the Audit Committee for Redressal. No person has been denied access to the Chairman
of the Audit Committee.

The amended/updated Whistle Blower Policy is available on the website of the Company
i .ewww .tiaanstore.com

24. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015,
Report on Corporate Governance is applicable to the Company as the Company cross the prescribed
limit prescribed limit that the Paid-up Share Capital of the Company is INR 10,26,90,150/- (Ten
Crore Twenty-Six Lakh Ninety Thousand One Hundred fifty Only) and Net worth is INR
6,98,11,064/- (Rupees Six Crore Ninety-Eight Lakhs Eleven Thousand Sixty Four Rupess only) as on
31^st March, 2025.

Corporate Governance Report has been attached as Annexure-II

25. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report is applicable to the company as per the Regulation
34 under SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015and annexed
herewith marked as Annexure-I.

26. AUDITORS

(a) STATUTORY AUDITORS
Statutory auditors:

1. At the Board Meeting of the company held on Thursday, 29^th May, 2025, Board has appointed M/S
V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as Statutory
Auditors of the Company under casual vacancy in place of M/S N K BHAT & ASSOCIATES.,
Chartered Accountants (Firm Registration No. (011556N) who tender his resignation on 21^st May
2025, to hold the office till the conclusion of Ensuing AGM.

Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No.
(011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, to be
appointed as a Statutory Auditor of the Company Subject to the approval of Shareholders at General
Meeting.

2. At the Board Meeting of the company held on Thursday, 13th February, 2025, Board has
appointed M/S N K BHAT & ASSOCIATES, Chartered Accountants (Firm Registration No.

(011556N),) as Statutory Auditors of the Company under casual vacancy in place of GSA &
ASSOCIATES LLP., (06.02.2025) Chartered Accountants (ICAI Registration No. AAS-8863) to
hold the office till the conclusion of Ensuing AGM.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their
appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the
provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act,
2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not
call for any further comments.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s
143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their
appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the
provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act,
2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

• Statutory Auditor’s Report

The Auditor has given an audit report on the financial statements for the Financial Year 2024-2025
and annexed herewith marked as Annexure-II.

• Statutory Auditor’s Observations

There is no observations made by Auditors with reference to notes to account are Self-explanatory
and need no comments. The Board of Directors considered the matter and seeking to resolve the
matter, if any.

(b) SECRETARIAL AUDITORS

The Company has appointed M/s. Parul Agrawal & Associates, Company Secretaries, Delhi
(Practicing Company Secretaries) as Secretarial Auditor to conduct the Secretarial Audit for the year
2024-25.

• Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith as Annexure-III to this report in Form No.MR-3.

• Secretarial Auditor’s Observations

The observations made by Auditors with reference to compliance are mentioned in the MR-3.

(c) INTERNAL AUDITOR

The Company has appointed Mr. Mukesh Sah as an Internal Auditor of the Company.

• Internal Auditor’s Observations

Internal Audit Report is Self-explanatory and need no comments.

27. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such

accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to
the Company.

28. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE
COMPANIES ACT, 2013

During the year under review, your directors do not observe any transactions which could result in a
fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or
fraudulent activity during the Financial Year 2024-25.

29. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015.
Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in
compliance with the Secretarial Standards.

30. CARO

The provisions of CARO are applicable to company and Auditors report is prepared in same manner.

31. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of CSR as per the provisions of Companies Act, 2013 and rules made there under are
not applicable to the company as per.

32. REMUNERATION OR ANY KIND OF PAYMENT TO DIRECTORS

The Company or its associates did not pay any remuneration/commission/any peculiar payment to any
of its directors in the financial year under review.

33. REMUNERATION OR SALARY TO EMPLOYEES

None of the employees was drawing in excess of the limits by the Companies Act, 2013 read with the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 which needs to be
disclosed in the directors’ report.

34. EMPLOYEES BENEFIT

The Company presently does not give any kind of benefits to their employees or employers.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO

The company does not fall under any of the industries covered by the companies (Accounts) rules,
2014. Hence, the requirement of disclosure in relation to the conservation of Energy, Technology
Absorption & foreign Exchange Earning & outgo are not applicable to it.

36. GREEN INITIATIVES:

This year too, Annual Report and the notice of the 33^rd Annual General Meeting of the Company
are being sent to all members electronically, at their registered e-mail ids as made available to the
Company or its Registrar and Transfer Agent, Bigshare Services Pvt Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes
electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies

Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The
instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA
Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

37. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion and Analysis given to this
report describing the Company''s objectives, projections, estimates, expectations, or
predictions may be “forward looking statements” within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed
or implied. Important factors that could make a difference to your Company''s operations
include global and Indian demand supply conditions, finished goods prices, feed stock
availability and prices, cyclical demand and pricing in your Company''s principal markets,
changes in Government regulations, tax regimes, economic developments within India and
the countries within which your Company conducts business and other factors such as
litigation and labour negotiations. Your Company is not obliged to publicly amend, modify,
or revise any forward-looking statements, based on any subsequent development,
information, or events or otherwise.

38. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, guarantees or investments made by the Company under section-186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is no contract or arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions
under third proviso thereto shall be disclosed in Form No. AOC-2 is not required.

40. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 and MCA notification is required to be
specified.

41. ANNUAL RETURN CERTIFICATION

The provisions for certification of the Annual Return of the Company in Form MGT-8 in accordance
with Companies Act, 2013 and rules made their under for the time being in force for the Financial
year 2024-25 are applicable to Company.

42. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management
personnel. The Code of Conduct is available at company’s website www .tiaanstore.in

43. COMPLIANCE

The Company has complied and continues to comply with all the applicable Rules, Regulations,
circulars, and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s),
Securities and Exchange Board of India (SEBI) etc. from time to time.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing
Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time
to time.

44. Maternity Benefits

The policy related to Maternity Benefits is uploaded on the website of the company.

45. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of
Women at Workplace (prevention, prohibition and redressal) act, 2013 has been notified on 9th
December, 2013. Under the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place of any women
employee. Such committee could not be constituted for their beings less than ten employee in the
Company nor has the Company received any complaint of harassment during the year.

The following is a summary of sexual harassment complaints received and disposed -off during the
financial year 2024-25.

No of complaints received : NIL

No of complaints disposed of : N.A.

46. OTHER DISCLOSURE

Your Directors state that during the financial year 2024-25:¬
1. The Company did not issue any equity shares with differential rights as to dividend, voting or
otherwise.

2. The Company did not issue any Sweat Equity shares.

3. The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation acknowledge with gratitude
the support and consideration extended by the bankers, shareholders and employee and look forward
for their continued support & Cooperation.

The Directors wish to place on record their appreciation of the commendable work done, dedication
and sincerity by all the employees of the Company at all levels during the year under review. The
Company will make every effort to meet the aspirations of its shareholders and wish to sincerely
thank them for their whole hearted co-operation and support at all times

By order of Board of Directors of
Tiaan Consumer Limited

SD/- SD/-

Date: 24.07.2025 Parmanand Chaubey Bharat Bhushan

Place: Delhi Additional Director Managing Director

DIN: 10413009 DIN: 00538006

(Dubaldhan Ghikan(133), (Flat no -511, pocket -6 sector -

jhajjar, Haryana- 124202) b/4, narela, north west delhi

110040)

1

Mr. Ajay Kumar, Non-Independent Director of the company has resigned from their directorship
of the company with effect from 26/04/2025.

2

Mr. Raghav Gujral, Managing Director of the Company has resigned from their directorship of
the Company with effect from 29/01/2025.

3

Mr. Munesh Kumar, Independent Director of the company has resigned from their directorship
of the company with effect from 29/01/2025

4

Mr. Sanchit Malhotra, Independent Director of the company has resigned from their

5

directorship of the company with effect from 11/12/2024

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Mar 31, 2024

The Directors have pleasure in presenting before you the 32^ndAnnual Report on the business and
operations of the Company along with the Audited Financial Statement for the financial year ended
31^stMarch, 2024.

1. FINANCIAL SUMMARY HIGHLIGHTS:

In (Rs. INR)

Particulars	31.03.2024	31.03.2023
Total Income	29,03,186	-
Total Expenses	60,93,797	2,38,09,833
Profit/(Loss ) before Tax	(31,90,611)	(2,38,09,833)
Tax Expense:
• Current Tax	-	-
• Deferred Tax	-	-
Net Profit/Loss After Tax	(31,90,611)	(2,38,09,833)

2. STATE OF COMPANY AFFAIRS

The Financial Result of the Company shows that it has Net Loss INR (31,90,611)/- as compared to
Loss INR (2,38,09,833)/- Your Directors are optimistic about company’s business and hopeful of
better performance.

3. WEB ADDRESS OF ANNUAL RETURN

The Annual Return of the Company for the Financial Year 2023-24 referred in sub-section (3) of
Section 92 has been placed at the web address of the company which is as mentioned below:
www.tiaanstore.com

4. DIVIDEND

During the financial year 2023-2024, the company does not declare any Dividend.

5. DEPOSITS

The Company has not accepted any deposits from the members and general public as on 31^stMarch,
2024. There are no small depositors in the company.

6. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company.

7. TRANSFER TO RESERVES

The Company did not transfer any amount to the General Reserves.

8. SHARE CAPITAL

During the year ended 31st March, 2024, Authorized Share Capital of the Company is ?
13,20,00,000/-. The Paid-up Equity Share Capital as on 31^stMarch, 2024 was? 10,26,90,000/-. There
has been no change in the Paid-up Equity Share Capital of the company during the year.

9. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the Financial Year 2023-2024, The Company is not having any holding, subsidiaries, joint
ventures and associate companies. Accordingly, AOC-1 is not applicable on the company.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDOF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which these financial statements relate on the date of this
report.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

During the year, the corporate insolvency resolution process (CIRP) initiated against the company
vide CP (IB)/159/AHm/2023 of NCLT Ahmedabad dated 11.10.2023. But the director of the
company has made settlement with the creditor and made an application u/s 12A of IBC, 2016, which
has been approved by NCLT Ahmedabad dated 09.10.2024.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weaknesses in the
design or operation were observed.

13. MAINTENANCE OF COST RECORDS BY COMPANY

The provisions of maintenance of cost records by company has been mandated under Companies
(Cost Records and Audit) Rules, 2014 does not apply to company as company is not engaged in
manufacturing Industry.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section-134(5) the Board confirms and submits the Directors
Responsibility statements:-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) The Director 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

(c) Fair view of the state of affairs of the company as on 31^stMarch, 2024 and Profit & Loss of the
Company for the year ended 31^stMarch, 2024.

(d) The Director have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of
the company and preventing and detecting fraud and other irregularities.

(e) The annual accounts are prepared on a Going Concern Basis.

(f) The Directors have devised proper system to ensure compliance with the Provision of all
applicable Laws and that such system were adequate and operating effectively.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The
provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

16. BOARD OF THE DIRECTORS

A. Composition of Board of Directors

S. No.	Name of Director	Designation
1.	Raghav Gujral	Managing Director
2.	Munesh Kumar	Independent Director
3.	Iroda Alloyorovna Ochilova	Non-Independent Director
4.	Sanchit Malhotra	Independent Director
5.	Paras NathVerma	Independent Director

B. Meeting of Board of Directors

During the financial year Five (5) Board Meetings were held on 28.04.2023, 17.07.2023, 21.07.2023,
04.09.2023 & 15.11.2023.

C. Cessation of Director

During the year, Paras NathVerma (DIN: 09753924) Independent Director Resigned from the
Companyw.e.f. 21.07.2023.

D. Appointment of Director

During the Financial Year 2023-2024 the Company has appointed on and as Additional Director.

E. Appointment of Company Secretary

During the year, there has been no change on the post of Company Secretary.

17. DIRECTOR RETIRE BY ROTATION

Ms. Iroda Ochilova (DIN: 09698799), Director of the Company, is liable to retire by rotation at the
ensuing 31^stAnnual General Meeting and being eligible, offer himself for re-appointment. The Board
of Directors recommends his re-appointment.

18. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years subject to reappointment and are
not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their appointment as an Independent Director
under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The policy for Familiarization of Independent Director is also placed on Website of the company i.e.
www.tiaanstore.com in respectively.

During the Year, One meeting of Independent Directors was held on August 23, 2023.

19. DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Independent Directors of the Company has given declaration w.r.t.
independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed
thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”). They have got
themselves registered in the data bank for Independent Directors being maintained by the Indian
Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and
their names are included in the data bank maintained by IICA. They are not aware of any
circumstance or situation, existing or anticipated which may impact or impair their ability to discharge
duties. That they have complied with the Code for Independent Director prescribed in Schedule IV to
the Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and
Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for
Familiarization for the Independent Directors about the nature of the Industry, Business model, roles,
rights and responsibilities of Independent Directors and other relevant information. The details of the
Familiarization Program for Independent Directors are available on the website of the Company.

20. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel
and their Remuneration policy can be accessed on the Company’s website at the web-link
www.tiaanstore.com

In seeking to select individuals for induction as directors on the Board of Directors of the Company,
the criteria such as qualifications, positive attributes, independence as set out in the aforementioned
policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent
and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in
consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature,
quantum, importance and intricacies of the responsibilities and functions being discharged as also the
standards prevailing in the industry the concerned individuals get the best possible remuneration
packages permissible under the applicable laws, so that the Company gets to retain the best of quality
and talent.

22. BOARD EVALUATION

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015, the Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid
down evaluation criteria for performance evaluation of Independent Directors, which is based on
attendance, expertise and contribution brought in by the Independent Director at the Board and
Committee Meetings, which shall be taken into account at the time of reappointment of Independent
Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in
such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3) (p) of the Companies Act, 2013, and Regulation 25(4) of LODR,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of information
between the Management and the Board, Performance of the Board as a whole and its Members and
other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members based on criteria such as the composition of committees, effectiveness of
committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the
Company was evaluated by Independent Directors, after taking into account the views of the
Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors based on 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.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

(i) AUDIT COMMITTEE

The Audit Committee comprises Three Members during the year and the (03) Audit Committee
meetings were convened and held.

Meetings of the Committee:

The Committee met 04 times dated on27.04.2023, 15.07.2023 & 02.09.2023.3
The Composition of audit committee and their attendance at the meeting are as under:

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Sanchit Malhotra	Chairperson	3	3
Mr. Munesh Kumar	Member	3	3
Mr. RaghavGujral	Member	3	3

The amended/ updated policy of nomination policy is also placed on website of the company i.e.
www .tiaanstore.com

(ii) NOMINATION &REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive
Directors. During the year One Meeting of Nomination & Remuneration Committee Meetings was
held.

Meetings of the Committee:

The Committee met 1 time during the Financial Year- 2023-24 dated on 21/07/2023.The Composition
of Nomination & Remuneration Committee and their attendance are mentioned asunder: -

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Sanchit Malhotra	Chairperson	1	1
Mr. Munesh Kumar	Member	1	1
Ms. IrodaOchilova	Member	1	1

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members. During the year, One (01)
Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 1 time on 15/11/2023, during the F.Y.-2023-24.The Composition Stakeholders’
Relationship committee and their attendance at the meeting are as under:-

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Sanchit Malhotra	Chairperson	1	1
Mr. Munesh Kumar	Member	1	1
Mr. RaghavGujral	Member	1	1

The amended/ updated policy of nomination policy is also placed on website of the company i.e.
www.tiaanstore.com respectively.

23. SHAREHOLDERS MEETING:

There is only one Share Holders Meeting i.e. 31^st AGM (Annual General Meeting) has been held on
27^th Day of September, 2023 through Video Conferencing (“VC”) / Other Audio-Visual Means
(“OAVM”).

24. INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of business
operations. Your Directors are of the view that there are adequate policies and procedures in place in
the Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and

(3) 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.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The
policy provides the mechanism for the receipt, retention and treatment of complaints and to protect
the confidentiality and anonymity of the stakeholders.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the
Chairman of the Audit Committee for Redressal. No person has been denied access to the Chairman
of the Audit Committee.

26. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015,
Report on Corporate Governance is applicable to the Company as the Company cross the prescribed
limit prescribed limit that the Paid-up Share Capital of the Company is INR 10,26,90,000/- (Ten
Crore Twenty-Six Lakh Ninety Thousand Only) and Net worth is INR 6,95,29,389/- (Rupees Six
Crore Ninety-Five Lakhs Twenty-Nine Thousand Three Hundred Eighty-Nine only) as on 31^st
March, 2024.

27. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report is applicable to the company as per the Regulation
34 under SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015and annexed
herewith marked as Annexure-I.

28. AUDITORS

(a) STATUTORY AUDITORS

M/s J K S S& Associates, Chartered Accountants [FRN- 006836C] has resigned as a Statutory
Auditor of the Company w.e.f. 25.11.2024 due to not in a position to devote time to the affairs of the
Company. Therefore, the Board of Director have considered and approved the appointment of M/s.
GSA &ASSOCIATES LLP (000257N/N500339) as Statutory Auditor of the Company w.e.f.
26.11.2024 in compliance with the provisions of Section 139 of the Companies Act, 2013 read with
the Companies (Audit And Auditors) Rules, 2014, subject to approval of shareholders in 32^ndAnnual
General Meeting of the company for a term of five years, from the financial year 2023-24 to 2028-29.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not
call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s
143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their
appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the
provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act,
2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

• Statutory Auditor’s Report

The Auditor has given an audit report on the financial statements for the Financial Year 2023-24and
annexed herewith marked as Annexure-II.

• Statutory Auditor’s Observations

There is no observations made by Auditors with reference to notes to account are Self-explanatory
and need no comments. The Board of Directors considered the matter and seeking to resolve the
matter, if any.

(b) SECRETARIAL AUDITORS

The Company has appointed M/s. Parul Agrawal & Associates, Company Secretaries, Delhi
(Practicing Company Secretaries) as Secretarial Auditor to conduct the Secretarial Audit for the year
2023-24.

• Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith as Annexure-III to this report in Form No.MR-3.

• Secretarial Auditor’s Observations

The observations made by Auditors with reference to compliance are mentioned in the MR-3.

(c) INTERNAL AUDITOR

The Company has appointed Mr. Mukesh Sah as an Internal Auditor of the Company.

• Internal Auditor’s Observations

Internal Audit Report is Self-explanatory and need no comments.

29. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such
accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to
the Company.

30. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015.
Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in
compliance with the Secretarial Standards.

31. CARO

The provisions of CARO are applicable to company and Auditors report is prepared in same manner.

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of CSR as per the provisions of Companies Act, 2013 and rules made there under are
not applicable to the company as per.

33. REMUNERATION OR ANY KIND OF PAYMENT TO DIRECTORS

The Company or its associates did not pay any remuneration/commission/any peculiar payment to any
of its directors in the financial year under review.

34. REMUNERATION OR SALARY TO EMPLOYEES

None of the employees was drawing in excess of the limits by the Companies Act, 2013 read with the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 which needs to be
disclosed in the directors’ report.

35. EMPLOYEES BENEFIT

The Company presently does not give any kind of benefits to their employees or employers.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO

The company does not fall under any of the industries covered by the companies (Accounts) rules,
2014. Hence, the requirement of disclosure in relation to the conservation of Energy, Technology
Absorption & foreign Exchange Earning & outgo are not applicable to it.

37. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, guarantees or investments made by the Company under section-186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is no contract or arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions
under third proviso thereto shall be disclosed in Form No. AOC-2 is not required.

39. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 and MCA notification is required to be
specified.

40. ANNUAL RETURN CERTIFICATION

The provisions for certification of the Annual Return of the Company in Form MGT-8 in accordance
with Companies Act, 2013 and rules made their under for the time being in force for the Financial
year 2023-2024 are applicable to Company.

41. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management
personnel. The Code of Conduct is available at company’s website www.tiaanstore.com

42. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,
2016

During the year, the corporate insolvency resolution process (CIRP) initiated against the company
vide CP (IB)/159/AHM/2023 of NCLT Ahmedabad dated 11.10.2023. But the director of the
company has made settlement with the creditor and made an application u/s 12A of IBC, 2016, which
has been approved by NCLT Ahmedabad dated 09.10.2024.

43. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of
Women at Workplace (prevention, prohibition and redressal) act, 2013 has been notified on 9th
December, 2013. Under the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place of any women

employee. Such committee could not be constituted for their beings less than ten employee in the
Company nor has the Company received any complaint of harassment during the year.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation acknowledge with gratitude
the support and consideration extended by the bankers, shareholders and employee and look forward
for their continued support & Cooperation.

The Directors wish to place on record their appreciation of the commendable work done, dedication
and sincerity by all the employees of the Company at all levels during the year under review. The
Company will make every effort to meet the aspirations of its shareholders and wish to sincerely
thank them for their whole hearted co-operation and support at all times

By order of Board of Directors of
Tiaan Consumer Limited

SD/- SD/-

Date: 11.12.2024 Munesh Kumar Raghav Gujral

Place: Delhi Director Managing Director

DIN: 09698731 DIN: 09688181

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Mar 31, 2018

To,

The Members,

Tiaan Ayurvedic & Herbs Limited

The Directors are pleased to present their 26th Annual Report and the audited Financial Statement for the year ended 31st March, 2018.

1. Financial Statements (Rs. In Amount)

Particulars	(in Rupees) Current Year 2017-18	(in Rupees) Previous Year 2016-17
Total Income	102,172,014	5,321,225
Total Expense	97,228,507	40,50,805
Profit before Finance Cost and Depreciation	4,943,507	1,270,420
Less : Finance Cost	--	--
Profit before Depreciation	4,943,507	1,270,420
Less : Depreciation	680,083	862,100
Profit/(Loss) before Tax	4,263,424	408,320
Provision for Tax Current Tax Deferred Tax	1,236,892	122,496
Balance of Profit/(Loss) for the year	3,026,532	285,824
Earning per equity share: Basic & Diluted (Rs.10/- each)	0.975 iritics Ltd)	0.09

2. Performance Review:

The revenue for the current financial year increased to 1021.72 lakh compare to previous year 53.21 lakh mainly due to expanding market size and better marketing efforts. The net profit after tax increase to 30.27 lakh compare to 2.86 lakh. The company intends to position itself as a leading player in the Ayurvedic products market -personal care and wellness as well as health and hygiene. There exists significant potential in the distribution market and the company expects good traction here. We propose to sell products across all age groups to urban, semi urban and rural customers enhancing our reach across the country. Our belief is that setting up a strong distribution network will be a key driving force for the company. We propose to mobilize a channel partner network that will enhance our distribution. The company lays emphasis on personal care products such as Ayurvedic soaps, creams, scrubs, facial care products and shampoos to help consumers live a healthier life. Our health and nutrition products will enable a chemical free lifestyle for consumers. We believe that Ayurveda is a need of the hour given the extent of likely damage that chemical based products cause to human health.

3. Dividend

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

4. Transfer to General Reserve

A sum of Rs. 3,026,532 has been transferred to the General Reserves of the company. This reflects well on the financial strength of the Company.

5. Change in the nature of business

There is no Change in the Business of the Company during the year.

6. Shifting of Registered office and Open Corporate office in Mumbai

With change of Object during previous financial year it was eminent to change the place of Registered Office which may be suitable for working condition looking at the nature of business. The company’s registered office was shifted to main business hub of Vadodara (405, Patel Ashwa Megh Complex, Jetalpur Road, Sayajigunj, Vadodara).

During the year under review company has started its Corporate office at: 703, Purva Plaza, Shimpoli Road, Boriwali (W), Mumbai 400 053. The corporate office is now further moved to Unit No.610, 6’“ Floor, A—wing, in Crystal Plaza Premises, Co-Operative Society Ltd; Opp Infinity Mall, New Link Road, Andheri (West), Mumbai. Company’s Accounts are generally maintained at the corporate office situated at MUMBAI.

7. Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

(Formerly known as Rachana Capital & Securities Ltd)

8. Subsidiary Companies

During the year under review, the Company does not have any subsidiary company.

9. Adequacy of internal financial controls

The Company has in placed adequate and effective Internal Financial Controls with reference to financial statements. During the year, such controls were tested and upgraded and no reportable material weaknesses in the design or operation were observed.

10. Particulars of Loans, Guarantees or Investments

During the year under review, your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any;

b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

11. Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (www.tiaanonline.com).

As there are no related party transaction(s) during the year, the no approval of Audit Committee as well as the Board required to be obtained.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure - A to this report.

12. Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 at March 31, 2018 and of the Profit of the Company for the year ended on that date;

RYURVEDIC & HERBS LIMITED

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a ‘going concern’ basis ;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. Directors and Key Managerial Personnel

Mr. Ranjitmal Rathod : Managing Director (w.e.f. 18/05/2017)

Mr. Rakesh Nizare : Non Executive Director (upto 13/04/2018)

Mr. Sanjay Patel : Non Executive Independent Director (w.e.f. 14/04/2018)

Mr. Satish Bhagat : Non Executive Independent Director (w.e.f. 18/10/2017)

Mrs. Kajal Jain : Non Executive Independent Director (w.e.f. 24/05/2018)

Dr. Ashwini Ghogale : Non Executive Independent Director (upto 24/04/2018)

Dr. Samadhan Kharate : Non Executive Independent Director (w.e.f. 22/05/2017)

Key Managerial Personnel

Mr. Nitin Mistry appointed as Company Secretary & Compliance Officer of the Company with effect from 01st June, 2017.

Mr. Ranjitmal Rathod : Managing Director

Mr. Vinod Sarda : Chief Financial Officer

Mr. Nitin Mistry : Nitin Mistry

None of the Company’s directors are disqualified from being appointed as a director as specified in Section 164 of the Act.

Brief profiles of the Directors proposed to be appointed/re-appointed are annexed to the Notice convening Annual General Meeting.

14. Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

15. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

HC & HERBS LIMITED

(Formerly known as Rachana Capital & Securities Ltd)

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors on the basis of the 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 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 Executive Directors and Non-executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

16. Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

17. Policy on Directors’ Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

- the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

- the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Company’s business.

18. Number of Meetings of the Board

During the year under review, Five (5) Meetings of the Board of Directors, were held on 13th May, 2017, 10th August, 2017, 28th September, 2017, 14th November, 2017, 12th February, 2018.

19. Extract of Annual Return’lv known as Rachana Capital & Securities Ltd)

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-B in the prescribed Form MGT-9, which forms part of this report.

20. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

Name of Member	Designation	Nature of Directorship
Samadhan kharate	Chairman	Non-Executive Independent Director
Rakesh nizare	Member	Non-Executive Non Independent Director
Ashwini ghogale	Member	Non-Executive Independent Director

21. Material Changes and Commitments, if any, affecting the Financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the Report

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31st March, 2018 and the report dated 14th August, 2018.

22. Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act and Regulation 21 of SEBI (LODR) Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function carried on works, addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part Risk Management process are linked to the audit.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

23. Corporate Social Responsibility (CSR)

The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

For the Company, Social Responsibility is a key element of accountability and it will continue to strive in its behavior and actions to surpass the levels of minimum statutory compliance. The Company believes in the sustainable growth and prosperity of its stakeholders and views its responsibilities not only as business responsibilities but as Ethical and Social as well.

The CSR policy of the Company is placed on the website of the Company (www.tiaanonline.com)

AYURVEDIC & HERBS LIMITED

However, in view of inadequate profit, the company has not pursued any initiative on CSR activities.

24. Safety, Environment and Health

The Company’s commitment to excellence in Health and Safety is embedded in the Company’s core values. The Company has a stringent policy which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the works as well.

25. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy. The policy of the Company is placed on the website of the Company (www.tiaanonline.com)

No complaint was received from any employee during the financial year 2017-2018 and hence no complaint is outstanding as on 31.03.2018 for redressal.

26. Vigil Mechanism/ Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the Company’s website www.tiaanonline.com

27. Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website www.tiaanonline.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

28. Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.tiaanonline.com. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

29. Significant and Material Orders passed by the Regulators or Courts

RYURVEDIC 5 HERBS LIMITED

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the company and its future operations.

30. Corporate Governance

As per SEBI LODR, Compliance with the provisions of regulation 17 through 27 and clauses (b) to of sub -regulations 46 and Para C, D and E of schedule V is not mandatory for the time being, in respect of the following class of Companies:

a) Companies having paid -up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 Crore, as on the last day of previous financial year;

b) The listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption Consequently Corporate Governance does not forms part of the Annual Report for the Financial Year 2017-18. However, the Company is following industry best corporate governance standards.

31. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

32. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

33. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Technology absorption: NIL

Foreign Exchange earnings and outgo: NIL

34. Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2017-2018.

35. Insurance

All the properties and insurable interests of the Company including buildings, Plants & Machineries and Stocks, have been adequately insured.

36. Share Capital

The paid-up equity share capital of the Company as at 31st March, 2018 is Rs. 3,10,38,000. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

37. Auditors

Statutory Auditors:

M/s. Mehul M. Shah, Chartered Accountants, were appointed as the statutory auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 28th September, 2017 to hold office from the conclusion of 25th AGM till the conclusion of 30th AGM to be held in 2022. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 26th AGM.

The Auditors’ Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Suhas Bhattbhatt of M/s. S Bhattbhatt & Co, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report is annexed as Annexure C.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified Cost Auditors, in view of non applicability, No appointment of Cost Auditors has been made.

38. Acknowledgement

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

For and on behalf of the Board of Directors,

Date: 14-08-2018 Ranjitmal Rathod

Place: Vadodara Chairman & Managing Director