TIAAN CONSUMER LIMITED

CIN: L66301GJ1992PLC017397
Regd Office: 405, Patel Ahwamegh Complex, Jetalpur Road, Near Dairy Den Circle, Sayajigunj,
Vadodara, Gujarat- 390005
Corp Office: J-71, Lower Ground Floor, J- Block, Paryavaran Complex, IGNOU Road, Neb Sarai, New
Delhi-110062
Email: [email protected], Mobile No.: 8294697644
Website: www.tiaanstore.in

Date- 26.07.2025

To,
The Manager
Department of Corporate Service,
BSE Limited
P.J. Towers, Dalal Street
Mumbai-400001

Sub: Submission of Annual Report (including Notice of AGM) under Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 for the Financial Year 2024-
25.

Scrip Code - 540108, ISIN: INE864T01011

Dear Sir,

With reference to the above-mentioned subject, please find enclosed herewith the Annual Report
(including AGM Notice) as per Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 for the Financial Year 2024-25.

You are requested to take the above on your records and acknowledge the same.

Thanking You,
Yours faithfully,

For and on behalf of

Tiaan Consumer Limited
Digitally signed by PARMANAND CHAUBEY
DN: cn=PARMANAND CHAUBEY, c=IN, l=Central Delhi, st=Delhi, o=Personal,
[email protected],
serialNumber=0d258c13349b75e1fe8a49b60fe1ac0adc0d24eebca680abff8b9dd0f81
1ba59
Date: 2025.07.26 17:05:49 +05'30'

PARMANAND CHAUBEY
Managing Director
DIN: 06793843
uditorSS
CONTENTS
1 Corporate Information

2 Notice of 33rd Annual General Meeting

3 Director’s Report

Management Discussion &

4 Analysis (Annexure-I)
Independent Auditor’s Report (Annexure-II)
5 Financial Statements:
Balance Sheet
Statement of Profit And Loss
Cash Flow Statement
Accounting Policies and Notes on Accounts

6 FORM AOC- 2 (Related Party Transaction)

(Annexure - III)

7 Secretarial Audit Report (MR-3) (Annexure-IV)

8 CEO/CFO/MD Certification

9 Certificate of Non-Disqualification of Director

10 Certificate of Compliance (Corporate

Governance)
 CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Parmanand Chaubey Managing Director & Chairperson

Mr. Divyesh Kishor Bhanushali Additional Non- Executive & Independent

Director
Ms. Bhoomi Girish Bhadra Additional Non- Executive & Independent
Director
Ms. Iroda Alloyorovna Ochilova Additional Non- Executive & Non-
Independent Director

BOARD COMMITTEES
Audit Committee:
Ms. Bhoomi Girish Bhadra Chairperson

Mr. Divyesh Kishor Bhanushali Member

Mr. Parmanand Chaubey Member

Nomination & Remuneration Stakeholders Relationship

Committee: committee:
Ms. Bhoomi Girish Bhadra Chairpers Ms. Iroda Alloyorovna Chairperson
on Ochilova
Mr. Divyesh Kishor Bhanushali Member Ms. Bhoomi Girish Bhadra Member

Ms. Iroda Alloyorovna Ochilova Member Mr. Divyesh Kishor Member

Bhanushali
STATUTORY AUDITORS STOCK EXCHANGE(S) WHERE COMPANY’S
(Chartered Accountants) SECURITIES ARE REGISTERED
M/S V R S K & ASSOCIATES (011199N)
House No. 42, Ward No. 18, Basti Pura, Arya Nagar,
Rohtak - 124001
BSE

COMPANY SECRETARY AND COMPLIANCE BANKERS

OFFICER HDFC Bank, Karol Bagh
Ms. Apra Sharma Yes Bank Ltd.
(w.e.f. 26/06/2025)

INTERNAL AUDITORS E-MAIL ID

Mr. Mukesh Sah Email: [email protected]

SECRETARIAL AUDITORS &

Chief Financial Officer SCRUTINIZER
Mr. Ajay Khanna ACS Parul Agrawal
Parul Agrawal & Associates
(Practicing Company Secretary)
Add: 8/2, 3rd Floor, West Patel Nagar, New Delhi -
110008

REGISTERED OFFICE CIN: L66301GJ1992PLC017397

405, Patel Ahwamegh Complex, Jetalpur Road, Near
Dairy Den Circle, Sayajigunj, Vadodara, Gujarat-
390005
WEBSITE
www.tiaanstore.in

Corp Office:
J-71, Lower Ground Floor, J- Block, Paryavaran REGISTRAR AND TRANSFER AGENT
Complex, IGNOU Road, Neb Sarai, New Delhi-110062 MCS Share Transfer Agent Limited
F-65, 1st Floor, Ma Anandmayee Marg, Okhla Phase
I, Okhla Industrial Estate, New Delhi, Delhi 110020
 TIAAN CONSUMER LIMITED
CIN: L66301GJ1992PLC017397
Regd Office: 405, Patel Ahwamegh Complex, Jetalpur Road, Near Dairy Den Circle, Sayajigunj,
Vadodara, Gujarat- 390005
Corp Office: J-71, Lower Ground Floor, J- Block, Paryavaran Complex, IGNOU Road, Neb Sarai, New
Delhi-110062, Website: www.tiaanstore.in
Email: [email protected] Mobile no. 8294697644

NOTICE

Notice is hereby given that the 33rd Annual General Meeting of Tiaan Consumer Limited will be held
on Wednesday, August 20th 2025, at 01:00 P.M. through Video Conferencing (“VC”) / Other Audio-
Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS:

1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF

THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 AND THE
REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT the audited financial statements of the Company for the financial year ended
31st March 2025 and the reports of the Board of Directors and Auditors thereon as circulated to the
Members, be and are hereby considered and adopted.”

2. APPOINTMENT OF M/S V R S K & ASSOCIATES (011199N) AS STATUTORY AUDITOR

OF THE COMPANY.

To consider and if thought fit, to pass with or without modification, the following Resolution as an
Ordinary Resolution:

“RESOLVED THAT, pursuant to Section 139, 142 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee
and Board of Directors, M/S V R S K & Associates, Chartered Accountants, Registration no
(011199N) allotted by The Institute of Chartered Accountants of India (ICAI) be and are hereby
appointed as the Statutory Auditors of the Company as on 29/05/2025, who shall hold office from the
conclusion of this 33rd Annual General Meeting for a term of consecutive five years till conclusion of
the 38th Annual General Meeting and that the Member be and is hereby authorized to fix such
remuneration as may be determined by the Audit Committee in addition to reimbursement of all out-
of-pocket expenses as may be incurred in connection with the statutory audit of the Company.”

“RESOLVED FURTHER THAT any of the director of the company, be and is hereby severally
authorized to do and perform all necessary acts, deeds and things including incidental matters in
connection with the above including execution, signing and filing of any forms, returns and
documents with the concerned authorities.”
 SPECIAL BUSINESS:
3. CHANGE IN DESIGNATION AND REGULARISATION OF MR. PARMANAND CHAUBEY
(DIN-06793843) FROM NON-EXECUTIVE DIRECTOR TO EXECUTIVE & MANAGING
DIRECTOR OF THE COMPANY.
To consider and if thought fit, to pass with or without modification(s) the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with
Schedule V and other applicable provisions, if any, of the Companies Act 2013 including any
statutory modification or re-enactment thereof, or any other law and subject to such consent(s),
approval(s) and permission(s) as may be necessary in this regard and as are agreed to by the Board of
Directors (hereinafter referred to as the Board, which term shall unless repugnant to the context or
meaning thereof, be deemed to include any committee thereof and any person authorised by the Board
in this behalf), consent of the board is given w.e.f 24.07.2025 and consent of Members be and is
hereby accorded to change the designation and regularization of Mr. Parmanand Chaubey (DIN-
06793843) from Non- Executive Director to Executive & Managing Director of the Company for a
period of Five years with effect from conclusion from this 33rd Annual General Meeting, on the terms
and conditions as set out in the Explanatory Statement annexed to the Notice convening this Meeting,
with liberty to Board, to alter and vary the terms and conditions of the said appointment and/or
remuneration as it may deem fit and as may be acceptable to Mr. Parmanand Chaubey, subject to
the same not exceeding the limits specified under Schedule V of the Companies Act, 2013 or any
statutory modification(s) or re-enactments thereof, liable to retire by rotation for the period of five
years from the date of conclusion of this 33rd Annual General Meeting.
“RESOLVED FURTHER THAT any of the directors for the time being be and are hereby severally
authorized to sign and execute all such documents and papers (including appointment letter etc.) as
may be required for the purpose and file necessary e-form with the Registrar of Companies and to do
all such acts, deeds and things as may considered expedient and necessary in this regard.”
4. APPOINTMENT OF SECRETARIAL AUDITOR FOR THE ONE TERM OF ONE YEAR
FOR THE FINANCIAL YEAR 2025-26.
To consider and if thought fit, to pass with or without modification, the following Resolution as an
Ordinary Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 204 of the Companies Act, 2013, and the
rules made thereunder read with Regulation 24A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, and based on the
recommendation of Audit committee and approval of the Board of Directors, the consent of the
shareholders be and is hereby accorded its approval to appoint M/s Parul Agrawal & Associates,
Practicing Company Secretaries having Membership Number A35968 & Certificate of Practice
Number 22311 (Peer Review No. 3397/2023), as the Secretarial Auditor of the Company for the one
term of one year for the financial year 2025-26 to conduct the Secretarial Audit and to submit the
Secretarial Audit Report in accordance with the requirements of the Companies Act, 2013, and any
other applicable laws, rules, and regulations”.
“RESOLVED FURTHER THAT, the Board of Directors be and is hereby authorized to fix the
remuneration payable to the Secretarial Auditor for the one term of five consecutive years from the
financial year 2025-26, and to do all such acts, deeds, matters, and things as may be necessary to give
effect to this resolution, including the signing of necessary documents, filing with the Registrar of
Companies, and ensuring compliance with all relevant provisions of law."
5. REGULARISATION OF ADDITIONAL DIRECTOR MS. BHOOMI GIRISH BHADRA
(DIN:-10896624) AS NON EXECUTIVE & INDEPENDENT WOMEN DIRECTOR OF THE
COMPANY.
To consider and, if thought fit, to pass with or without modification the following as Special
Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161(1) read with schedule
IV and Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable
 provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-
enactment thereof for the time being in force), and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), on the
recommendation of the Nomination & Remuneration Committee and approval of the Board of
Directors for appointment of Ms. Bhoomi Girish Bhadra (DIN:-10896624) as an Additional
Director (Non-Executive & Independent) w.e.f 26.06.2025, approval of the members is be and hereby
accorded in 33rd Annual General Meeting by way of special resolution for appointment of Ms.
Bhoomi Girish Bhadra (DIN:10896624) as Non-Executive & Independent Woman Director not liable
to retire by rotation for the period of five years from the date of conclusion of this 33 rd Annual
General Meeting.

“RESOLVED FURTHER THAT any of the Director of Company for the time being be and is
hereby severally authorized to sign and execute all such documents and papers (including
appointment letter etc.) as may be required for the purpose and file necessary e-form with the
Registrar of Companies and to do all such acts, deeds and things as may considered expedient and
necessary in this regard.”

6. REGULARISATION OF ADDITIONAL DIRECTOR MR. DIVYESH KISHOR

BHANUSHALI (DIN: 10860757) AS NON EXECUTIVE & INDEPENDENT DIRECTOR OF
THE COMPANY.
To consider and, if thought fit, to pass with or without modification the following as Special
resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161(1) read with schedule
IV and Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable
provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-
enactment thereof for the time being in force), and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), on the
recommendation of the Nomination & Remuneration Committee and approval of the Board of
Directors for appointment of Mr. Divyesh Kishor Bhanushali (DIN: 10860757) as an Additional
Director (Non-Executive & Independent) w.e.f 26.06.2025, approval of the members is be and hereby
accorded in 33rd Annual General Meeting by way of special resolution for appointment of Mr.
Divyesh Kishor Bhanushali (DIN: 10860757) as an Non-Executive & Independent Director not liable
to retire by rotation for the period of five years from the date of conclusion of this 33 rd Annual
General Meeting.
“RESOLVED FURTHER THAT any of the Director of Company for the time being be and is
hereby severally authorized to sign and execute all such documents and papers (including
appointment letter etc.) as may be required for the purpose and file necessary e-form with the
Registrar of Companies and to do all such acts, deeds and things as may considered expedient and
necessary in this regard.”

7. REGULARISATION OF ADDITIONAL DIRECTOR MS. IRODA ALLOYOROVNA

OCHILOVA (DIN: 09698799) AS NON EXECUTIVE & NON-INDEPENDENT DIRECTORS
OF THE COMPANY.
To consider and, if thought fit, to pass with or without modification the following as Ordinary
resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161(1) read with and
Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable
provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-
enactment thereof for the time being in force), and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), on the
recommendation of the Nomination & Remuneration Committee and approval of the Board of
Directors for appointment of Ms. Iroda Alloyorovna Ochilova (DIN: 09698799) as an Additional
Director (Non-Executive & Non-Independent) w.e.f 24.07.2025, approval of the members is be and
hereby accorded in 33rd Annual General Meeting by way of ordinary resolution for appointment of
Ms. Iroda Alloyorovna Ochilova (DIN: 09698799) as an Non-Executive & Non-Independent
Director liable to retire by rotation for the period of five years from the date of conclusion of this 33 rd
Annual General Meeting.

“RESOLVED FURTHER THAT any of the Director of Company for the time being be and is
hereby severally authorized to sign and execute all such documents and papers (including
appointment letter etc.) as may be required for the purpose and file necessary e-form with the
Registrar of Companies and to do all such acts, deeds and things as may considered expedient and
necessary in this regard.”

ITEM NO. 8: TO APPROVE AMENDMENTS TO LOAN AGREEMENTS:

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT the Supplementary Loan Agreement executed between the persons
belonging to Non Promoter category and the Company as approved by the Board of Directors of
the Company at their meeting held on July 24, 2025 for inserting, inter alia, which includes a
clause for conversion of Unsecured Loan into Equity, a copy of which agreement duly initialed
by the Chairman is available for inspection, be and is hereby approved.

RESOLVED FURTHER THAT subject to applicable provisions of the Act and other applicable
laws, the Board to do all such acts, deeds, matters and things as also to execute such documents,
writings etc. as may be necessary in this regard.”

ITEM NO. 9: TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND
ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass with or without modification, the following resolution as
Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13, 61(1)(a), 64 of the Companies Act,
2013 (“the Act”) and other applicable provisions of the Act, if any (including any statutory
modification(s) and re-enactment(s) thereof for the time being in force) read with the
Companies (Share Capital and Debentures) Rules, 2014 framed thereunder and Articles of
Association of the Company, on the recommendation of the Board of Directors of the Company,
the consent of the Members of the Company be and is hereby accorded to increase the
Authorized Share Capital of the Company from the present ₹13,20,00,000/- (Rupees Thirteen
Crore Twenty Lakh Only) divided into 1,32,00,000 (One Crore Thirty Two Lakh) Equity Shares
of ₹10/- (Rupees Ten Only) each to ₹1,00,00,00,00,000/- (Rupees Ten Thousand Crore Only)
consisting of 10,00,00,00,000 (One Thousand Crore) equity shares of face value ₹10/- (Rupees
Ten Only) each ranking pari passu in all respects with the existing equity shares.
RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby
altered by substituting the existing Clause V thereof by the following new Clause V as under:
V. The Authorised Share Capital of the Company is ₹1,00,00,00,00,000/- (Rupees Ten Thousand
Crore Only) consisting of 10,00,00,00,000 (One Thousand Crore) equity shares of face value
₹10/- (Rupees Ten Only) each with power to increase and reduce the capital of the company
and to divide the shares in the capital for the time being into different classes and to attach
thereto respectively such preferential or special rights or privileges or conditions as may be
determined by or in accordance with the regulations of the company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby
severally authorised to do all such act(s), deed(s) and things including filing of all forms and
documents with Registrar of Companies and other Regulatory Authorities as may be necessary
and incidental to give effect to the aforesaid resolution.”

ITEM NO. 10: ISSUANCE OF UPTO 1,49,00,00,000 EQUITY SHARES ON PREFERENTIAL

BASIS TO THE NON-PROMOTER CATEGORY UPON CONVERSION OF OUTSTANDING
UNSECURED LOAN
To consider and if thought fit, to pass with or without modification(s), the following resolution
as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 62 read with Section 42 of the
Companies Act, 2013 and rules made thereunder (the “Act”) and any other applicable
provisions, if any, of the Companies Act, 2013, as amended and other relevant rules made there
under (including any statutory modification(s) thereto or re-enactment thereof for the time
being in force), enabling provisions in Memorandum and Articles of Association of the Company,
provisions of the uniform listing agreements entered into by the Company with the relevant
stock exchange(s) where the shares of the Company are listed ("Stock Exchange(s)"), and in
accordance with the guidelines, rules and regulations of the Securities and Exchange Board of
India ("SEBI"), as amended including the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ("SEBI
ICDR Regulations"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations"), as amended from time to time and in accordance with other
applicable rules, regulations, circulars, notifications, clarifications and guidelines issued
thereon, from time to time, by the Ministry of Corporate Affairs, SEBI and / or any other
competent authorities, and subject to the approvals, consents, permissions and / or sanctions,
as may be required from the Government of India, SEBI, Stock Exchange(s) and any other
relevant statutory, regulatory, governmental authorities or departments, institutions or bodies
and subject to such terms, conditions, alterations, corrections, changes, variations and / or
modifications, if any, as may be prescribed by any one or more or all of them in granting such
approvals, consents, permissions and / or sanctions and which may be agreed by the Board of
Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed
to include any Committee, which the Board has constituted or may hereinafter constitute, to
exercise one or more of its powers, including the powers conferred hereunder), the consent of
the Members of the Company be and is hereby accorded to create, issue, offer and allot, on a
preferential basis, up to 1,49,00,00,000 (One Hundred Forty Nine Crore) Equity Shares of face
value of ₹10/- (Rupees Ten Only) fully paid up, to non-promoter category, towards conversion
of outstanding unsecured loan into equity shares to the extent of ₹14,90,00,00,000/- (Rupees
Fourteen Hundred Ninety Crore Only) at an issue price of ₹10/- (Rupees Ten Only) per equity
share as determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations,
on such further terms and conditions as may be finalized by the Board of Directors, to the
following persons (“Proposed Allottees”):

S. Name of the Proposed Allottees Category No. of Equity Shares

No. to be allotted
1. Alstone Textiles (India) Limited Non-Promoter 35,00,00,000
2. Blue Bell Finance Limited Non-Promoter 35,00,00,000
3. Shanta Agencies Private Limited Non-Promoter 35,00,00,000
4. Shri Niwas Leasing and Finance Non-Promoter 9,00,00,000
Limited
5. Twinkle Mercantiles & Credits Private Non-Promoter 35,00,00,000
Limited
Total 1,49,00,00,000

“RESOLVED FURTHER THAT in terms of the provisions of Chapter V of ICDR Regulations, the
relevant date for determining the minimum issue price of Equity Shares shall be Monday, July
21, 2025, being the date 30 days prior to the date of the Annual General Meeting of the
shareholders of the Company scheduled to be held on, i.e., Wednesday, August 20, 2025.”

“RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be subject to the
following terms and conditions:
a) The outstanding unsecured loans extended by the proposed allottee(s) shall be adjusted
towards the subscription /allotment of equity shares, meaning thereby an amount required
to be paid towards the consideration for the equity shares shall be set off from the
outstanding unsecured loan at the time of subscription of the equity shares.
b) The pre-preferential shareholding of the Proposed Allottees and Equity Shares to be
allotted to the Proposed Allottees shall be under lock in for such period as may be
prescribed under Chapter V of the SEBI ICDR Regulations.

c) The Equity Shares to be allotted to the Proposed Allottees under this resolution shall not be
sold, transferred, hypothecated or encumbered in any manner during the period of lock-in
provided under SEBI ICDR Regulations except to the extent and in the manner permitted
there under.

d) The Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of
passing shareholder’s resolution in this regard, provided where the allotment of the Equity
Shares is pending on account of pendency of any approval of such allotment by any
regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days
from the date of receipt of such approval.
e) Allotment of Equity shares shall only be made in dematerialized form.”

“RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted shall rank pari-
passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of
face value of ₹10/- each of the Company, subject to the relevant provisions contained in the
Memorandum of Association and Articles of Association of the Company.”
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director
and/ or Company Secretary & Compliance Officer of the Company be and are hereby severally
and/ or jointly authorized to do all such acts, deeds, matters and things as it may in its absolute
discretion consider necessary, desirable or expedient including application to Stock Exchanges
for obtaining of in-principle approval, listing of shares, filing of requisite documents with the
Stock Exchange, SEBI, Registrar of Companies, National Securities Depository Limited (NSDL),
Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be
necessary for the purpose, to resolve and settle any questions and difficulties that may arise in
the proposed issue, offer and allotment of the said Equity Shares, utilization of issue proceeds,
signing of all deeds and documents as may be required without being required to seek any
further consent or approval of the shareholders.”

By order of Board of Directors of

Tiaan Consumer Limited

Sds/-
Apra Sharma
Company Secretary
Date: 24.07.2025 Mem. No. 27659
Place: New Delhi Add: J-71, Lower Ground floor, J- Block Paryavaran complex,
Ignou road, Neb sara, i, NewDelhi, Delhi, India, 110062
 EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (the “Act”), and the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR
Regulations”) the following Explanatory Statement sets out all material acts relating to the business
mentioned under Item No. 03, 04, 05, 06, 07, 08, 09, and 10 of the accompanying Notice dated 24th
July, 2025.

ITEM NO. 03 CHANGE IN DESIGNATION & REGULARISATION OF MR. PARMANAND

CHAUBEY (DIN: 06793843) AS EXECUTIVE & MANAGING DIRECTOR OF THE
COMPANY

Mr. Parmanand Chaubey (DIN: 06793843) was appointed as an Additional Non-Executive Director
by the Board of the Company with effect from 26/06/2025. Nomination and Remuneration Committee
at its meeting has considered, approved and recommended to the Board of Directors for change in
designation of Mr. Parmanand Chaubey as Executive & Managing Director.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of
Directors at its meeting held on 24/07/2025 has approved the proposal for Change in designation of
Mr. Parmanand Chaubey from Non-Executive and Non-Independent Director of the Company to
Executive & Managing Director.

The Board accordingly recommends the Special Resolution set out at Item No. 03 of the
accompanying Notice for approval of the Members.

ITEM NO. 04 APPOINTMENT OF SECRETARIAL AUDITOR FOR ONE TERM OF ONE

YEAR FOR THE FINANCIAL YEAR 2025-26.

In terms of Section 204 of the Companies Act, 2013, every listed company and every other prescribed
class of companies, is required to appoint a Secretarial Auditor to conduct the Secretarial Audit for the
company. The Secretarial Audit Report is required to be annexed to the Board’s Report in terms of the
said Section.

The Board of Directors, after considering the provisions of Section 204 of the Companies Act, 2013,
and the rules made thereunder read with Regulation 24A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and the regulations made
thereunder upon recommendation received from the Audit Committee to appoint M/s Parul Agrawal
& Associates, Practicing Company Secretaries having Membership Number A35968 & Certificate of
Practice Number 22311, to undertake the Secretarial Audit for the one term of 1 years for the
financial year 2025-26.

The Board accordingly recommends the Special Resolution set out at Item No. 04 of the
accompanying Notice for approval of the Members.

ITEM NO.05 REGULARISATION OF ADDITIONAL DIRECTOR MS. BHOOMI GIRISH

BHADRA (DIN:-10896624) AS NON EXECUTIVE & INDEPENDENT WOMEN
DIRECTORS OF THE COMPANY.

Ms. Bhoomi Girish Bhadra (DIN:-10896624) was appointed as an Additional Director [Non –
Executive Independent Director] w.e.f. June 26, 2025 for a term and a period upto 5 years w.e.f. the
date of appointment as an Additional Director under provisions of the Companies Act, 2013 (the Act)
and will be regularized as Independent Director by the Shareholders at the 33rd Annual General
Meeting (AGM). Based on the opinion of Board and on its evaluation Ms. Bhoomi Girish Bhadra
fulfils the conditions specified in the Act, Rules made thereunder and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015. It is proposed to appoint her as an Independent Director
for a term and a period upto 5 years. The above appointment of Ms. Bhoomi Girish Bhadra as an
Independent Director on the Board of the Company, is not being liable to retire by rotation in terms of
Sections 149 & 152 of the Act, requires approval of the Members in the General Meeting by passing a
Special Resolution pursuant to Regulation 25(2A) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned
or interested in the resolution financially or otherwise except Ms. Bhoomi Girish Bhadra to the extent
to which the resolution relates.

The Board of Directors of your Company recommends passing of the resolution as set out at Item
No.05 as a Special Resolution.

ITEM NO. 06 REGULARISATION OF ADDITIONAL DIRECTOR MR. DIVYESH KISHOR

BHANUSHALI (DIN: 10860757) AS NON EXECUTIVE & INDEPENDENT DIRECTORS OF
THE COMPANY.

Mr. Divyesh Kishor Bhanushali (DIN: 10860757) was appointed as an Additional Director [Non –
Executive Independent Director] w.e.f. June 26, 2025 for a term and a period upto 5 years w.e.f. the
date of appointment as an Additional Director under provisions of the Companies Act, 2013 (the Act)
and will be regularized as Independent Director by the Shareholders at the 33rd Annual General
Meeting (AGM). Based on the opinion of Board and on its evaluation Mr. Divyesh Kishor Bhanushali
fulfils the conditions specified in the Act, Rules made thereunder and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015. It is proposed to appoint her as an Independent Director
for a term and a period upto 5 years. The above appointment of Mr. Divyesh Kishor Bhanushali as an
Independent Director on the Board of the Company, is not being liable to retire by rotation in terms of
Sections 149 & 152 of the Act, requires approval of the Members in the General Meeting by passing a
Special Resolution pursuant to Regulation 25(2A) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned
or interested in the resolution financially or otherwise except Mr. Divyesh Kishor Bhanushali to the
extent to which the resolution relates.

The Board of Directors of your Company recommends passing of the resolution as set out at Item
No.06 as a Special Resolution.

ITEM NO. 07 REGULARISATION OF IRODA ALLOYOROVNA OCHILOVA (DIN:

09698799) AS NON-EXECUTIVE & NON-INDEPENDENT DIRECTOR OF THE COMPANY

Ms. Iroda Alloyorovna Ochilova (DIN: 09698799) was appointed as an Additional Non-Executive
Director by the Board of the Company with effect from 24/07/2025. Nomination and Remuneration
Committee at its meeting has considered, approved and recommended to the Board of Directors for
appointment of Iroda Alloyorovna Ochilova as Non-Executive & Non-Independent Director.

The Board accordingly recommends the Special Resolution set out at Item No. 07 of the
accompanying Notice for approval of the Members.

ITEM NO. 8: TO APPROVE AMENDMENTS TO LOAN AGREEMENTS:

The Company has availed financial assistance from certain non-promoters to meet the
requirement of working Capital of the Company in the form of Unsecured Loan. However,
Company is not able to repay the debts to them due to financial crunch of the Company and
cash flow mismatch. Accordingly, on receiving the request from the non-promoter group to
convert the said Unsecured Loan into Equity.
Considering the financial condition of the Company and with the intention of getting the
Company back on track, the non-promoter group have agreed to convert the said
outstanding Unsecured Loan into Equity Shares. Accordingly, the Board at its meeting held
on July 24, 2025 approved the conversion of Unsecured Loan of the following Non-Promoter
category into Equity shares subject to the approval of Shareholders.

Sr. No. Name of the Investors

1. Alstone Textiles (India) Limited
2. Blue Bell Finance Limited
3. Shanta Agencies Private Limited
4. Shri Niwas Leasing and Finance Limited
5. Twinkle Mercantiles & Credits Private Limited

The Board of Directors of the Company believes that the proposed issue is in the best
interest of the Company and its Members. The Board, therefore, recommend the Special
Resolution set out at Item No. 8 for the approval of the members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in
any way, concerned or interested, financially or otherwise, in the resolution set out at Item
No. 8 of this Notice except to the extent of their shareholding in the Company. Accordingly,
approval of the Members of the Company is hereby sought by way of special resolution as
set out in Item No. 8 of this Notice.

ITEM NO. 9: INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY

AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION
OF THE COMPANY

The Company has come up with Preferential Offer, which necessitates increasing the
authorised share capital of the Company by infusion of more Capital into the Company.
Presently, the Authorized Share Capital of the Company is ₹13,20,00,000/- (Rupees Thirteen
Crore Twenty Lakh Only) divided into 1,32,00,000 (One Crore Thirty Two Lakh) Equity
Shares of ₹10/- (Rupees Ten Only) each, it is proposed to increase the Authorized Share
Capital to ₹1,00,00,00,00,000/- (Rupees Ten Thousand Crore Only) consisting of
10,00,00,00,000 (One Thousand Crore) equity shares of face value ₹10/- (Rupees Ten Only)
each by the creation of additional 9,98,68,00,000 equity shares of ₹10/- (Rupees Ten Only)
each.

The increase in the Authorized Share Capital as aforesaid would entail consequential
alteration of the existing Clause V of the Memorandum of Association of the Company. The
increase in the Authorized Share Capital and consequential alteration to Clause V of the
Memorandum of Association of the Company require Members’ approvals in terms of
Sections 13, 61 and 64 of the Companies Act, 2013 and any other applicable statutory and
regulatory requirements.

The set of Memorandum of Association is available for inspection at the Registered Office of
the Company during business hours between 11.00 A.M. to 5.00 P.M. on all working days of
the Company (except Saturday, Sundays and Public holidays).

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in
any way, concerned or interested, financially or otherwise, in the resolution set out at Item
No. 9 of this Notice except to the extent of their shareholding in the Company. Accordingly,
approval of the Members of the Company is hereby sought by way of ordinary resolution as
set out in Item No. 9 of this Notice.
ITEM NO. 10: ISSUANCE OF UPTO 1,49,00,00,000 EQUITY SHARES ON
PREFERENTIAL BASIS TO NON-PROMOTER CATEGORY UPON CONVERSION OF
OUTSTANDING UNSECURED LOAN

The Special Resolutions contained in Item No. 10 of the Notice, have been proposed
pursuant to the provisions of Sections 62 read with Section 42 of the Companies Act, 2013, to
issue and allot upto 1,49,00,00,000 (One Hundred Forty Nine Crore) Equity Shares of face
value of ₹10/- (Rupees Ten Only) each towards conversion of loan to the extent of
₹14,90,00,00,000/- (Rupees Fourteen Hundred Ninety Crore Only), to the Non Promoter
category of the Company at an Issue Price of ₹10/- (Rupees Ten Only) determined in
accordance with Chapter V of SEBI (ICDR) Regulations.
The Non-Promoter category have extended loans to the Company and the Company
proposes to convert loans worth ₹14,90,00,00,000/- (Rupees Fourteen Hundred Ninety Crore
Only) into Equity Shares on private placement basis.
The proposed preferential issue is to be issued to the Non-Promoter category as per the
details disclosed in the respective resolution. The preferential issue shall be made in terms of
Chapter V of the SEBI ICDR Regulations, 2018 and applicable provisions of Companies Act,
2013. The said proposal has been considered and approved by the Board in its meeting held
on July 24, 2025.
The approval of the members is accordingly being sought by way of passing a ‘Special
Resolution’ under Section 62 of the Companies Act, 2013, read with Section 42 and the rules
made thereunder, and Regulation 160 of the SEBI ICDR Regulations for Item No. 10 of the
Notice.
The details of the issue and other particulars as required in terms of Rule 14(1) of the
Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 16 of the Companies
(Share Capital and Debentures) Rules, 2014 of Companies Act, 2013 and Chapter V of the
SEBI ICDR Regulations, and other relevant details in respect of the proposed Preferential
Issue of Equity Shares are as under:
a. Particulars of the Preferential Issue including date of passing of Board resolution,
kinds of securities offered and the price at which security is being offered, and the
total/maximum number of securities to be issued:

The Board of Directors at its meeting held on July 24, 2025, have, subject to the approval of
the Members of the Company and such other approvals as may be required, approved the
issuance and allotment of upto 1,49,00,00,000 (One Hundred Forty Nine Crore) Equity
Shares of face value of ₹10/- (Rupees Ten Only) fully paid up, to Non-Promoter category,
towards conversion of outstanding unsecured loan into equity shares to the extent of
₹14,90,00,00,000/- (Rupees Fourteen Hundred Ninety Crore Only) per Equity Share at an
Issue Price of ₹10/- (Rupees Ten Only) determined in accordance with Chapter V of SEBI
(ICDR) Regulations to the following Proposed Allottees:
S. Name of the Proposed Allottees Category No. of Equity Shares
No. to be allotted
1. Alstone Textiles (India) Limited Non-Promoter 35,00,00,000
2. Blue Bell Finance Limited Non-Promoter 35,00,00,000
3. Shanta Agencies Private Limited Non-Promoter 35,00,00,000
4. Shri Niwas Leasing and Finance Non-Promoter 9,00,00,000
 Limited
5. Twinkle Mercantiles & Credits Non-Promoter 35,00,00,000
Private Limited
Total 1,49,00,00,000

b. Objects of the Issue:

There are Unsecured Loans from the Non Promoter Group and the Company proposes to
issue such number of Equity Shares on preferential basis in order to restructure the said
unsecured loans held in the names of proposed allottee(s) namely, Alstone Textiles (India)
Limited, Blue Bell Finance Limited, Shanta Agencies Private Limited, Shri Niwas Leasing
and Finance Limited and Twinkle Mercantiles & Credits Private Limited to the extent of
₹14,90,00,00,000/- (Rupees Fourteen Hundred Ninety Crore Only) and to strengthen the
Capital structure of the Company. Pursuant to the agreement executed with the Non-
Promoter Group of the Company, it is proposed to convert the outstanding unsecured loan
into equity shares. In view of the current financial position of the Company, the Board of
Directors of the Company has decided to convert the unsecured loans into Equity Shares
which is in best interest of the Company, and it will also strengthen the financial position of
the Company by reducing liabilities and it will also increase net worth of the Company.

c. Allocation of Preferential Issue funds

The issue of securities as mentioned in Item No. 10 of this Notice is pursuant to
conversion of unsecured loan of person belonging to the Non-Promoter category and
allocation of the same is as following:

S. Name of the Proposed Allottees Outstanding loan

No. proposed to be
converted
1. Alstone Textiles (India) Limited 3,50,00,00,000
2. Blue Bell Finance Limited 3,50,00,00,000
3. Shanta Agencies Private Limited 3,50,00,00,000
4. Shri Niwas Leasing and Finance Limited 90,00,00,000
5. Twinkle Mercantiles & Credits Private Limited 3,50,00,00,000
Total 14,90,00,00,000

The total amount of issue size as mentioned above has been fully allocated towards
conversion of outstanding loans and there will be no utilization towards General
Corporate Purposes.

d. Schedule of implementation and Deployment of Funds

Since present preferential issue is pursuant to conversion of unsecured loan in terms
of the provisions of Chapter V of the SEBI (ICDR) Regulation therefore all the
outstanding unsecured loans which is proposed to be converted into equity shares,
shall be considered converted immediately on the approval of the Board of Directors
of the Company subject to grant of shareholder’s approval along with regulatory
approvals.
e. Interim Use of Proceeds
,

Not applicable as the said issue is pursuant to conversion of unsecured loans into
 Equity Shares and there will be no unutilized funds post allotment of Equity Shares.

f. Appraisal and Monitoring Agency

As the size of this Issue is above ₹100 Crores, in terms of Regulation 162A of the SEBI
ICDR Regulations, our Company will appoint monitoring agency for this Issue, if
applicable.

g. Basis on which the price has been arrived at along with report of the registered valuer

The equity shares of the Company are listed on BSE Limited (“BSE”) and are
frequently traded as per provisions of SEBI ICDR Regulations. In terms of the
provisions of Regulation 164 of the ICDR Regulations, the equity shares of the
Company listed on a BSE for a period of 90 trading days or more as on the relevant
date, the minimum price at which the Equity Shares shall be issued not less than
higher of the following:

a. The volume weighted average price of the Equity Shares of the Company quoted on
BSE, during the 90 trading days preceding the Relevant Date, i.e. ₹ 5.65/- per Equity
shares; or

b. The volume weighted average price of the Equity Shares of the Company quoted on
BSE, during the 10 trading days preceding the Relevant Date i.e. ₹ 4.82/- per Equity
shares.

We also confirm that the Articles of Association do not contain any restrictive
provision for Preferential Allotment and doesn’t contain any article which provides
for particular method for determination of price in case of preferential issue.
However, the proposed allotment is more than 5% of the post issue fully diluted
Shares capital of the Company, to the allottees and allottees acting in concert, the
pricing of the equity shares proposed to be allotted shall be higher of the following
parameters:

I. Price determined as per the provisions of Regulation 164 of the SEBI ICDR
Regulations (in case of frequently traded shares) which is ₹ 5.65/- per Equity Shares.
Or
II. Price determined as per provisions of the Regulation 166A of the SEBI ICDR
Regulations which is ₹ 6.22/- per Equity Shares.

Accordingly, the floor price in terms of SEBI (ICDR) Regulations is ₹ 6.22/- per
Equity Shares. The issue price is ₹ 10.00/- (Rupees Ten Only) per Equity Shares
which is not lower than the minimum price determined in compliance with
applicable provisions of SEBI (ICDR) Regulations.

The valuation was performed by Mr. Manish Manwani, a Registered Valuer

(Registration No. IBBI/RV/03/2021/14113) having his office located at Unit No. 125,
Tower B-3, Spaze Itech Park, Sohna Road, Sector 49, Gurugram Haryana -122018 in
accordance with regulation 164 and regulation 166A of SEBI (ICDR) Regulations.
The certificate of Independent Valuer confirming the minimum price for preferential
issue as per chapter V of SEBI (ICDR) Regulations is available for inspection at the
Registered Office of the Company between 10:00 A.M. to 05:00 P.M. on all working
days upto the date of AGM and uploaded on the website of the Company. The link
of Valuation Report is Company at
https://tiaanstore.in/resource/Shareholding_Information/Annual_Report.aspx

h. Relevant Date

The relevant date as per the Regulation 161 of SEBI ICDR Regulations, for
determination of minimum price for the issuance of equity shares of the Company is
Monday, July 21, 2025 being the date 30 days prior to the date of the Annual General
Meeting of the shareholders of the Company scheduled to be held on, i.e.,
Wednesday, August 20, 2025.

i. The intent of the promoters, directors or key management personnel of the issuer to
subscribe to the offer

None of the promoters, directors or key managerial personnel of the issuer intend to
subscribe to any of the securities proposed to be issued under the Preferential Issue
or otherwise contribute to the Preferential Issue or separately in furtherance of the
objects specified hereinabove.

j. The class or classes of persons to whom the allotment is proposed to be made

The allotment is proposed to be made to the proposed allottees as mentioned at point no. (k)
below.

k. Identity of the natural persons who are the ultimate beneficial owners of the shares
proposed to be allotted and/or who ultimately control the proposed allottees, the
percentage of post preferential issues that may be held by them and change in control, if
any, in the issuer consequent to the preferential issues

Sr. Name of Category Ultima Pre- Issue Number of Post- Issue

No. the te Shareholdin Equity Shareholding
Proposed Benefi g Shares to
Allottees cial No. % of be issued No. of % of
Owner of holdin Shares holdin
Share g g
s
1. Alstone Non- NA* Nil Nil 35,00,00,000 35,00,00,000 23.33%
Textiles Promoter
(India)
Limited
2. Blue Bell Non- Moni Nil Nil 35,00,00,000 35,00,00,000 23.33%
Finance Promoter
Limited
3. Shanta Non- Parma Nil Nil 35,00,00,000 35,00,00,000 23.33%
Agencies Promoter nand
Private Chaub
Limited ey
4. Shri Non- NA* Nil Nil 9,00,00,000 9,00,00,000 6.00%
Niwas Promoter
Leasing
and
 Finance
Limited

5. Twinkle Non- Sanjay Nil Nil 35,00,00,000 35,00,00,000 23.33%

Mercantil Promoter Bhatna
es & gar
Credits
Private
Limited

(*) As Alstone Textiles (India) Limited and Shri Niwas Leasing and Finance Limited are
listed entities.

l. Proposed time limit within which the allotment shall be complete:

In terms of SEBI ICDR Regulations, the preferential allotment of said Equity Shares will be
completed within a period of 15 (fifteen) days from the date of passing of special resolution.
Provided that where the allotment is pending on account of pendency of any application for
approval or permission by any regulatory authority, if applicable, the allotment would be
completed within 15 (fifteen) days from the date of such approval or within such further
period as may be prescribed or allowed by SEBI, stock exchange(s) or other concerned
authorities.
m. The shareholding pattern of the issuer before and after the preferential issue:

1 The shareholding pattern of the Company before and after the proposed preferential
issue is likely to be as follows:

Sr. Category Pre-Issue Equity Post Issue Shareholding

No Shareholding Shares
.
No. of % of to be allotted No. of equity % of
equity Shares shares held Shares
shares
held
A Promoter &
Promoter Group
Shareholding
A1 Indian Promoter 1,851 0.02% 0 1,851 0.00%
A2 Foreign Promoter - - - - -
Sub Total (A) 1,851 0.02% 0 1,851 0.00%
B Public
Shareholding
B1 Institutions 0 0.00% 0 0 0.00%
(Domestic)
B2 Institutions 0 0.00% 0 0 0.00%
(Foreign)
B3 Central 0 0.00% 0 0 0.00%
Government/ State
Government(s)/
President of India
B4 Non-Institutions
 Resident Individuals 42,80,175 41.68% 0 42,80,175 0.29%
holding nominal
share capital up to
Rs. 2 lakhs
Resident Individuals 54,35,838 52.93% 0 54,35,838 0.36%
holding nominal
share capital in
excess of Rs. 2 lakhs
Non-Resident 3,46,460 3.37% 0 3,46,460 0.02%
Indians (NRIs)
Bodies Corporate 2,04,691 1.99% 1,49,00,00,000 1,49,02,04,691 99.33%
Sub Total B4 1,02,67,164 99.98% 1,49,00,00,000 1,50,02,67,164 100.00%
Sub Total B= 1,02,67,164 99.98% 1,49,00,00,000 1,50,02,67,164 100.00%
B1+B2+B3+B4
Total 1,02,69,015 100.00% 1,49,00,00,000 1,50,02,69,015 100.00%
Shareholding(A+B)

n. Consequential Changes in the control and change in management.

As a result of the proposed preferential issue of Equity Shares, there will be no change in the
control or management of the Company. However, voting rights will change in tandem with
the shareholding pattern.
o. The number of persons to whom allotment on preferential basis have already been
made during the year, in terms of number of securities as well as price.

During the year, the Company has not made any allotment on preferential basis.

p. Principle terms of assets charged as securities.

Not applicable.
q. Material terms of raising such securities
The Equity Shares being issued shall rank pari-passu with the existing Equity Shares of the
Company in all respects, including dividend and voting rights.
r. Lock-In Period & Transferability
The Equity Shares shall be locked-in for such minimum period as specified under regulation
167 of the SEBI ICDR Regulations.

Further the entire pre-preferential allotment shareholding of the allottees, if any shall be
locked-in from the relevant date up to a period of 90 (Ninety) trading days from the date of
trading approval.

s. The current and proposed status of the allottee(s) post Preferential Issue namely, non-
promoter

Existing promoters will continue as promoter of the Company and pursuant to this
allotment, the proposed allottees shall be covered under the head non – promoter/public
category of the Company.
t. The percentage of post preferential issue capital that may be held by the allottee(s) and
change in control, if any, in the issuer consequent to the preferential issue

Sr. No. Name of proposed allottees Percentage of post

 preferential issue
1. Alstone Textiles (India) Limited 23.33%
2. Blue Bell Finance Limited 23.33%
3. Shanta Agencies Private Limited 23.33%
4. Shri Niwas Leasing and Finance Limited 6.00%
5. Twinkle Mercantiles & Credits Private Limited 23.33%

u. Justification for the allotment proposed to be made for consideration other than cash
together with valuation report of the registered valuer.

Not applicable, since the proposed allotment will be made on cash basis, as the shares will
be issued upon conversion of unsecured loan of the proposed allottee(s).

v. Amount which the company intends to raise by way of such securities.

Not Applicable, since the issue is pursuant to conversion of outstanding unsecured loan into
equity.

w. Certificate of Practicing Company Secretary

The certificate from Practicing Company Secretaries, certifying that the preferential issue of
equity shares is being made in accordance with requirements of Chapter V of SEBI ICDR
Regulations has been obtained considering the said preferential issue. The copy of said
certificate may be accessed on the Company’s website www.tiaanstore.in.
x. Other disclosures/Undertaking

i. The Company, its Promoters and its Directors are not categorized as wilful defaulter(s)
by any bank or financial institution or consortium thereof, in accordance with the
guidelines on wilful defaulters issued by Reserve Bank of India and have not been
categorized as a fraudulent borrower.

ii. None of its directors or promoters are fugitive economic offenders as defined under the
SEBI ICDR Regulations.

iii. The Company does not have any outstanding dues to SEBI, Stock Exchanges or the
depositories.

iv. The Company has obtained the Permanent Account Numbers (PAN) of the proposed
allottees, except those allottees which may be exempt from specifying PAN for
transacting in the securities market by SEBI before an application seeking in-principle
approval is made by the Company to the stock exchange(s) where its equity shares are
listed;

v. The Company shall be making application seeking in-principle approval to the stock
exchange(s), where its equity shares are listed, on the same day when this notice will be
sent in respect of the general meeting seeking shareholders’ approval by way of special
resolution;

vi. The Company is in compliance with the conditions for continuous listing.

vii. Since the Equity Shares have been listed on the recognized stock exchanges for a period
of more than 90 trading days prior to the Relevant Date, the Company is not required to
re-compute the price in terms of Regulation 163(1)(g) and Regulation 163(1)(h) of SEBI
ICDR Regulations.
viii. None of the allottees have sold or transferred any Equity Shares during the 90 trading
days preceding the relevant date.

ix. The Equity Shares held by the proposed allottees in the Company are in dematerialized
form only.

x. None of the allottees have previously subscribed to any shares of the Company during
the last one year.

xi. The Company has complied with the applicable provisions of the Companies Act, 2013.
The provisions of Section 62 of the Companies Act, 2013 (as amended from time to time)
and the SEBI ICDR Regulations provide, inter alia, that when it is proposed to increase
the issued capital of the Company by allotment of further shares, such shares are
required to be first offered to the existing members of the Company for subscription
unless the members decide otherwise through a Special Resolution.

The Board of Directors of the Company believes that the proposed preferential issue is in the
best interest of the Company and its members. The Board of Directors recommends the
passing of the resolution as set out in Item No. 10 as Special Resolution for your approval.

None of the Directors, Promoters and Key Managerial Personnel are, in any way, concerned
or interested, financially or otherwise in the resolution set out at Item No. 10 of the
accompanying notice, except mentioned in point no. i above or to the extent of their
shareholding, if any in the Company.

Documents referred to in the notice/explanatory statement will be available for inspection

by the Members of the Company as per applicable laws.

By order of Board of Directors of

Tiaan Consumer Limited

SD/-
Apra Sharma
Company Secretary
Date: 24.07.2025 Mem. No. 27659
Place: New Delhi Add: J-71, Lower Ground floor, J- Block Paryavaran complex,
Ignou road, Neb sara, i, NewDelhi, Delhi, India, 110062
 NOTES

1. Ministry of Corporate Affairs (“MCA”) has vide its General circular no. 10/2022 dated December
28,2022 read with circular No. 2/2022 dated May 5, 2022 read with circulars dated May5, 2020,
January 13, 2021, December 12, 2021 and December 14, 2021(collectively referred to as “MCA
Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM,
without the physical presence of the Members at a common venue. In compliance with the provisions
of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is
being held through VC / OAVM.

2. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to
appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the
Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM,
physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of
proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance
Slip are not annexed to this Notice. The Route Map is not required to be annexed to this Notice.

3. Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the
AGM as per Section 103 of the Act.

4. Institutional / Corporate Shareholders (i.e., other than individuals / HUF, NRI, etc.) are required to
send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc.,
authorizing its representative to attend the AGM through VC /OAVM on its behalf and to vote during
the AGM. The said Resolution/Authorization shall be sent to the e-mail id of Scrutinizer i.e.
[email protected] with a copy marked to [email protected]. The said
Resolution/Authorization may be sent to the Company at its email address to
[email protected] or send the physical copy to registered office/ corporate office of
the Company.

5. The Members can join the Annual General Meeting in the VC/OAVM mode 15 minutes before and
after the scheduled time of the commencement of the Meeting by following the procedure mentioned
in the Notice. The facility of participation at the Annual General Meeting through VC/OAVM will be
made available for at least 1000 members on first come first served basis. This will include large
Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors,
Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to
attend the Annual General Meeting without restriction on account of first come first served basis.

6.Pursuant to the provisions of Section 91 of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books
of the Company will remain closed from 13th August, 2025 to 20th August, 2025.

7. In conformity with the applicable regulatory requirements, the Notice of this AGM and the Report
and Accounts 2025 are being sent only through electronic mode to those Members who have
registered their e-mail addresses with the Company or with the Depositories.

8. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can
be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request
received for transmission or transposition of securities. In view of this and to eliminate all risks
associated with physical shares and for ease of portfolio management, members holding shares in
physical form are requested to consider converting their holdings to dematerialized form. Members
can contact the Company or Company’s Registrars and Transfer Agents, MCS Share Transfer
Agent Limited for assistance in this regard.

9. Members who have not yet registered their email addresses are requested to register the same with
their DPs in case the shares are held by them in electronic form and with the company in case the
shares are held by them in physical form.
10. Members are requested to intimate changes, if any, pertaining to their name, postal address, email
address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations,
power of attorney, bank details such as, name of the bank and branch details, bank account number,
MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to
Company in case the shares are held by them in physical form.

11. As per the provisions of Section 72 of the Act, the facility for making nomination is available for
the Members in respect of the shares held by them. Members who have not yet registered their
nomination are requested to register the same by submitting Form No. SH-13. Members are requested
to submit the said details to their DP in case the shares are held by them in electronic form and to
Company in case the shares are held in physical form.

12. Members holding shares in physical form, in identical order of names, in more than one folio are
requested to send to the Company, the details of such folios together with the share certificates for
consolidating their holdings in one folio. A consolidated share certificate will be issued to such
Members after making requisite changes.

13. In case of joint holders, the Member whose name appears as the first holder in the order of names
as per the Register of Members of the Company will be entitled to vote at the AGM.

14. AGM has been convened through VC/OAVM in compliance with applicable provisions of the
Companies Act, 2013 read with MCA Circular No. 10/2022 dated December 28, 2022 read with
circulars dated May 5, 2022 read with circulars dated May 5, 2020, January 13, 2021, December
12,2021 and December 14,2021.The Securities and Exchange Board of India (“SEBI”) vide its
Circular Nos.:SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/001 dated January 5, 2023,
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May,13, 2022, SEBI/HO/CFD/CMD1/
CIR/P/2020/79dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15,
2021 (collectively referred to as “SEBI Circulars”) has granted relaxation in respect of sending
physical copies of annual report to shareholders and requirement of proxy for general meetings held
through electronic mode.

15. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along
with he Annual Report 2024-25 is being sent only through electronic mode to those Members whose
email addresses are registered with the Company. Members may note that the Notice and Annual
Report 2024-25 will also be available on the Company’s website of the Stock Exchanges i.e. Bombay
Stock Exchange at www.bseindia.comand on the website of NSDL www.evoting.cdsl.com.

16. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning
the quorum under Section 103 of the Act.

17. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

18. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders
and e-voting user manual for Shareholders available at the download section of
www.evoting.cdsl.comor call on toll free no.: 1800 1020 990 and 1800 22 44 30.

19. Instructions for e-voting and AGM are as follows:

 VOTING THROUGH ELECTRONICS MEANS

1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, as amended from time to time,
and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the
facility to cast their vote electronically, through the e-voting services provided by CDSL, on
all the resolutions set forth in this Notice. The instructions for e-voting are given herein
below.

2. The remote e-voting period commences on Sunday 17th August, 2025 (9:00 A.M. IST)
and ends on Tuesday August 19th, 2025 (5:00 P.M. IST). During this period, Members
holding shares either in physical form or in dematerialized form as on Wednesday 13th
August, 2025 i.e., cut-off date, may cast their vote electronically. The e-voting module shall
be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM
through VC / OAVM facility and have not cast their vote on the Resolutions through remote
e-voting and are otherwise not barred from doing so, shall be eligible to vote during the
AGM.

3. The Board of Directors has appointed ACS Parul Agrawal, Practicing Company
Secretaries as the Scrutinizer to scrutinize the voting during the 33rd AGM and remote e-
voting process in a fair and transparent manner.

4. The Members who have cast their vote by remote e-voting prior to the AGM may also
attend/participate in the AGM through VC / OAVM but shall not be entitled to cast their vote
again.

5. The voting rights of Members shall be in proportion to their shares in the paid-up equity
share capital of the Company as on the cut-off date.

6. Any person, who acquires shares of the Company and becomes a Member of the Company
after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID
and password by sending a request at [email protected] However, if he/she is already
registered with NSDL for remote e-voting then he/she can use his/her existing User ID and
password for casting the vote.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are
mentioned below:

Step 1: Access to NSDL And CDSL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts
in order to access e- Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of Login Method

shareholders
Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-
Shareholders Services website of NSDL. Open web browser by typing the following URL:
holding https://eservices.nsdl.com/either on a Personal Computer or on a mobile.
securities in Once the home page of e-Services is launched, click on the “Beneficial
demat mode Owner” icon under “Login” which is available under “IDeAS” section. A
with NSDL. new screen will open. You will have to enter your User ID and Password.
After successful authentication, you will be able to see e-Voting services.
Click on “Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on options available against company name or e-
Voting service provider –NSDL and you will be re-directed to NSDL e-
Voting website for casting your vote during the remote e-Voting period.

2. If the user is not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com. Select “Register Online for IDeAS”
Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e., your sixteen – digit demat account number held with
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on options available against
company name or e-Voting service provider - NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.

4. Shareholders/Members can also download NSDL mobile App “NSDL

Speede” facility by scanning the QR code mentioned below for seamless
voting experience.
Individual 1. Existing users who have opted for Easi / Easiest, they can login through
Shareholders their user id and password. Option will be made available to reach e-Voting
holding page without any further authentication. The URL for users to login to Easi /
securities in Easiest are https://web.cdslindia.com/myeasi/home/login or
demat mode www.cdslindia.com and click on New System Myeasi.
with CDSL
2. After successful login of Easi/Easiest the user will be also able to see the E
Voting Menu. The Menu will have links of e-Voting service provider i.e.
CDSL. Click on CDSL to cast your vote.

3. If the user is not registered for Easi/Easiest, option to register is available

at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

4. Alternatively, the user can directly access e-Voting page by providing

demat Account Number and PAN No. from a link in www.cdslindia.com
home page. The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the demat Account. After
successful authentication, user will be provided links for the respective ESP
i.e., CDSLwhere the e-Voting is in progress.

Individual You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e- Voting
(holding facility. Once login, you will be able to see e-Voting option. Once you click
securities in on e-Voting option, you will be redirected to NSDL/CDSL Depository site
demat mode) after successful authentication, wherein you can see e- Voting feature. Click
login through on options available against company name or e- Voting service provider-
their depository NSDL and you will be redirected to e-Voting website of NSDL for casting
participants your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget
User ID and Forget Password option available at abovementioned website. Helpdesk for Individual
Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e., NSDL and CDSL.

Login type Helpdesk details

Securities held with Please contact NSDL helpdesk by sending a request at [email protected] or
NSDL call at toll free no.: 1800 1020 990 and 1800 22 44 30
Securities held with Please contact CDSL helpdesk by sending a request at
CDSL [email protected] contact at 022-23058738 or 022-
23058542/43

B) Login method for e-voting and joining virtual meeting for shareholders other than individual
shareholders holding securities in dematerialized mode and shareholders holding securities in
physical mode.

How to Log-in to NSDL e-voting website?

1. Visit the e-voting website of NSDL. Open web browser by clicking the URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, Password/OTP and a verification
code as shown on the screen.
4. Alternatively, if you are registered for NSDL eservices i.e.,IDeAS, you can login at
https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL eservices after
using your login credentials, click on e-voting and you can proceed to Step 2 i.e., Cast your vote
electronically.

5. Your User ID details are given below: -

Manner of holding shares i.e., Your User ID is:

Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300*** and Client
ID is 12****** then your User ID is
IN300***12******

b) For Members who hold shares in 16 Digit Beneficiary ID For example if your
demat account with CDSL. Beneficiary ID is 12************** then your
User ID is 12**************

c) For Members holding shares in EVEN Number followed by Folio Number

Physical Form. registered with the Company For example if EVEN
is 123456 and folio number is 001*** then User ID
is 123456001***

6. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-voting, then you can use your existing Password to login and cast
your vote.

b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you
need to enter the ‘initial password’ and the system will force you to change your Password.

c) How to retrieve your ‘initial password’?

(i) If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’
is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox
from [email protected] Open the e-mail and open the attachment i.e., a .pdf file. Open the .pdf file.
The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID
for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User
ID’ and your ‘initial password’.

(ii) In case you have not registered your e-mail address with the Company/ Depository, please follow
instructions mentioned in this Notice.

If you are unable to retrieve or have not received the “Initial password” or have forgotten your
password:

a) Click on “Forgot User Details/ Password?” (If you are holding shares in your demat account with
NSDL or CDSL) option available on www.evoting.cdsl.com.

b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available
on www.evoting.cdsl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at
evoting @nsdl.co.in mentioning your demat account number/ folio number, PAN, name and
registered address.

d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.
8. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check
box.

9. Now, you will have to click on “Login” button.

10. After you click on the “Login” button, home page of e-voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are
holding shares and whose voting cycle and general meeting is in active status.

2. Select “EVEN” of Company, which you wish to cast your vote during the remote e-voting period
and casting your vote during the General Meeting. For joining virtual meeting, you need to click on
“VC/OAVM” link placed under “Join Meeting”.

3. You are ready for e-voting as the voting page opens now.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number
of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when
prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed and you will receive a
confirmation by way of a SMS on your registered mobile number.

6. You can also take the printout of the votes cast by you by clicking on the print option on the
confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:-

A. Instructions for Members for attending the AGM through VC / OAVM are as under:

1. Facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled
for the AGM and will be available for Members on first come first served basis.

2. Members who would like to express their views or ask questions during the AGM may register
themselves as a speaker by sending their request from their registered email address mentioning their
name, DP ID and Client ID/folio number, PAN, mobile number at [email protected]
from August 13th 2025 (09:00 A.M. IST) to August 20th 2025 (05:00 P.M. IST). Those Members who
have registered themselves as a speaker will only be allowed to express their views/ask questions
during the AGM. The Company reserves the right to restrict the number of speakers depending on the
availability of time for the AGM.

Process for those shareholders whose email ids are not registered with the depositories for
procuring user id and password and registration of email ids for e-voting for the resolution set
out in this notice:-

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned
copy of the share Certificate (front and back), PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16
digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-
attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to
3. Alternatively, member may send an e-mail request to [email protected] for obtaining User ID and
Password by proving the details mentioned in Point (1) or (2) as the case may be.

The instructions for members for Voting on the day of AGM are as under: -

1. Only those Members/ shareholders, who will be present in the Annual General Meeting through
VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are
otherwise not barred from doing so, shall be eligible to vote in the Annual General Meeting.

2. Members who have voted through remote e-voting will be eligible to attend the Annual General
Meeting. However, they will not be eligible to vote at the Annual General Meeting.

3. The details of the person who may be contacted for any grievances connected with the facility for
Voting on the day of the Annual General Meeting shall be the same person mentioned for remote e-
voting.

By order of Board of Directors of

Tiaan Consumer Limited

Sd/-
Apra Sharma
Company Secretary
Date: 24.07.2025 Mem. No. 27659
Place: New Delhi Add: J-71, Lower Ground floor, J- Block Paryavaran complex,
Ignou road, Neb sara, i, NewDelhi, Delhi, India, 110062
 ANNEXURE TO NOTICE
Details of Director seeking appointment/re-appointment in the 33RD Annual General Meeting
[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015 and Secretarial Standard-2 on General Meetings]
Name Mr. Parmanand Mr. Divyesh Kishor Bhanushali
Chaubey

DIN 06793843 10860757

Nationality Indian Indian

Designation Managing Director Independent Director

Date of first Appointment 26/06/2025 26/06/2025

Qualifications Graduate Graduate

Directorship in other Listed 1. HILLRIDGE 1.GENESIS

Companies * INVESTMENTS DEVELOPERS AND
LIMITED HOLDINGS LIMITED
2. HILLRIDGE INVESTMENTS LIMITED
3. STARLIT POWER
SYSTEMS LIMITED
4. INDIA SOLOMON
HOLDINGS LIMITED
Memberships / 1. HILLRIDGE 1. GENESIS
Chairmanship of INVESTMENTS DEVELOPERS AND
Committees of other Listed LIMITED HOLDINGS LIMITED
Companies 1.Audit Committee-
1. Audit Committee Chairperson
2. Stakeholders 2. Stakeholder
Relationship Relationship
committee: Committee-
Chairperson

2. HILLRIDGE INVESTMENTS LIMITED

1.Audit Committee-Member
2. Stakeholder
Relationship
Committee- Member

3. STARLIT POWER
SYSTEMS LIMITED
1.Audit Committee-
Chairperson
2. Stakeholder
Relationship
Committee- Member

4. INDIA SOLOMON
HOLDINGS LIMITED
1.Audit Committee-
Member
2. Stakeholder
Relationship
Committee- Member

Relationship with other NIL NIL

Directors / Key Managerial
Personnel
No. of shares held in the NIL NIL
Company either by self or
on a beneficial basis for any
other person
Name Ms. Bhoomi Girish Bhadra Ms. IRODA OCHILOVA
ALLOYOROVNA

DIN 10896624 09698799

Nationality Indian UZBEKISTAN

Designation Independent Director Non-Executive Director

Date of first Appointment 26/06/2025 24/07/2025

Qualifications Graduate Graduate

Directorship in other Listed Companies 1.GENESIS NIL

* DEVELOPERS AND
HOLDINGS LIMITED
2. STARLIT POWER
SYSTEMS LIMITED

Memberships / Chairmanship of 1. GENESIS NIL

Committees of other Listed Companies DEVELOPERS AND
HOLDINGS LIMITED
1.Audit Committee-
Member
2. Stakeholder
Relationship
Committee-
Member

2. STARLIT POWER
SYSTEMS LIMITED
1.Audit Committee- Member
2. Stakeholder Relationship
Committee- Chairperson

Relationship with other Directors / Key NIL NIL

Managerial Personnel

No. of shares held in the Company NIL NIL

either by self or on a beneficial basis
for any other person
 TIAAN CONSUMER LIMITED
CIN: L66301GJ1992PLC017397
Regd Office: 405, Patel Ahwamegh Complex, Jetalpur Road, Near Dairy Den Circle,
Sayajigunj, Vadodara, Gujarat- 390005
Corp Office: J-71, Lower Ground Floor, J- Block, Paryavaran Complex, IGNOU Road,
Neb Sarai, New Delhi-110062 Website: www.tiaanstore.in
Email: [email protected] Mobile no. 8294697644

DIRECTOR’S REPORT

To,
The Members
TIAAN CONSUMER LIMITED

The Directors have pleasure in presenting before you the 33rd Annual Report on the business and
operations of the Company along with the Audited Financial Statement for the financial year ended
31st 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 31st March, 2025, Authorized Share Capital of the Company is ₹
13,20,00,000/-. The Paid-up Equity Share Capital as on 31st 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 31st March, 2025 and Profit & Loss of the
Company for the year ended 31st 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 9th 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 No of Board Attended of

Meetings Meetings Last AGM
entitle to Attended during
attend during the Year
the Year
Mr. Raghav Gujral* Managing 7 7 Yes
Director
Mr. Munesh Kumar** Director 7 7 Yes

Director 4 4 Yes
Mr. Sanchit Malhotra ***
Ms. Iroda Alloyorovna Woman 4 4 Yes
Ochilova**** Director
Mr. Narender Director 6 6 Yes

Mr. Bharat Bhushan Managing 4 4 No

Director
Mr. Parmanand Director 3 3 No
Chaubey*****
Mr. Ajay Kumar ****** Director 3 3 No

Ms. Geeta Devi Woman 6 6 No

Director

*Mr. Ajay Kumar, Non-Independent Director of the company has resigned from their directorship
of the company with effect from 26/04/2025.
**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
 *****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 33rd 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.
19. 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.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 Members
entitled to attend 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. 32nd AGM (Annual General Meeting) has been held on
10th 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
31st 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, 29th 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 21st 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 33rd 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)
 Annexure-INALYSIS

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. ECONOMIC OUTLOOK FOR F.Y. 2024-25:

Macroeconomic Overview

Economy Back to Growth, Business as Usual

The year 2024 began with signs of improved economic activity across major regions. The
world GDP grew at a steady rate of 3.3%. Despite divergent growth patterns across regions
and sectors, the global technology landscape demonstrated unexpected stability.

However, in recent weeks, the global outlook has turned negative, as governments worldwide adjust
their policy priorities, leading to unprecedented levels of uncertainty. The rapid escalation of trade
tensions and extremely high policy uncertainty are anticipated to significantly impact global economic
activity. Projections indicate that global growth will decline to 2.8% in 2025 and 3% in 2026. Amid
these ongoing macroeconomic challenges, new discretionary projects requiring technology
investments will face increased scrutiny and require stronger justifications for return on investment.

In 2025, enterprises will be accelerating adoption of AI into their digital core, to address technical
debt and modernize legacy systems. This will require efforts in cloud migration, updating
infrastructure frameworks and developing a strong data foundation. Enterprises also face a complex
risk landscape with cyber security threats and geopolitical tensions, making them prime targets for
cybercriminals due to their valuable intellectual property and customer data. Enterprises will continue
to strengthen their cyber security management processes, leading to continued investments in security
consulting services2
.
Global Economic Overview:
The global economy is expected to witness a synchronous rebound in 2025 as major election
uncertainties are out of the way and central banks in the West likely announce a couple of rate cuts
later in 2025. India will likely see improved capital flows boosting private investment and a rebound
in exports. Inflation concerns remain, however, which we believe may ease only in the latter half of
the next fiscal year barring any surprises from rising oil or food prices.

In this edition of India economic outlook, the focus is on the emerging consumer spending patterns in
India, highlighting the rise of the middle-income class. Not only has growth in consumer spending
post pandemic been fluctuating, but there is also a shift in consumption patterns, with demand for
luxury and high-end products and services growing faster than demand for basic goods. As we expect
the number of middle- to high-income households with increasing disposable income to rise, this
trend will likely get further amplified, driving overall private consumer expenditure growth.

But the challenge of rising household debt and falling savings could weigh on long-term growth
sustainability. Controlling household debt to prevent it from crossing unsustainable levels will be
essential to mitigate risks of debt overhang, maintain economic stability, and protect households
against financial vulnerability. Real GDP growth climbed to 8.4% Y to Y in the current fiscal year.
B. COMPANY OVERVIEW:

The company is engaged in the business of investment, financing, trading in shares and securities
activities. We believe that we are well placed to leverage on the growth opportunities in the
economy.

TIAAN CONSUMER LIMITED is poised for rapid growth. Unique Experience and insight of its
Management allows the company to discover new opportunities and reveal their true potential.
Growth and money cannot sustain an organization for as long as uniqueness and excellence can.
Keeping this in mind

TIAAN CONSUMER LIMITED delivers value and commitment based on highest professional
standards.

C. FINANCIAL PERFORMANCE:

The Company has achieved a turnover of Rs. 31,19,128/- during the year with Profit/Loss after tax of
Rs. 3,44,875.25. The Company’s income from operations primarily includes income from trading and
distributions of financial products such as Interest income from Inter-Corporate Loan and Long-Term
Investments. The Company has incurred a Net Loss of Rs. (31,90,611.19) during the year. The
Directors are optimistic about future performance of the Company.

D. OPPORTUNITIES & THREATS:

Opportunities

1. Increase in Income levels will aid greater penetration of financial products.

2. Positive regulatory reforms.
3. Increase in corporate growth & risk appetite.
4. Greater efficiency in debt market operations which will also help greater penetration.
5. Increased securitization.
6. Focus on selling new product/services.

Threats

Inflation could trigger increase in consumer price inflation, which would dampen growth. Increased
Competition in both local & overseas markets. Unfavourable economic development.

Market risk arising from changes in the value of financial instruments as a result of changes in
Market variables like interest rate and exchange rates.

E. RISK MANAGEMENTAND CONCERNS:

The company operates in the Financial Services Sector, which is affected by variety factors linked
to economic development in India and globally which, in turn, also affected global fund flows.
Any economic event across the globe can have direct or indirect impact on your company. To
mitigate this, Company has diversified its revenue stream across multiple verticals.

The company’s risk management system is a comprehensive and integrated framework comprising
structured reporting and stringent controls. Through its approach it strives to identify opportunities
that enhance organizational values while managing or mitigating risks that can adversely impact
the company’s future performance. Within the organization, every decision taken is after weighing
the pros and cons of such a decision-making taking note of the risk attributable.

The company has established a guideline to inform board members about the risk assessment and
mitigation process. The Company manages, evaluates, and reports on the major risks and
uncertainties that may jeopardize its ability to meet its strategic goals. The Company’s Risk
 Management Policy focuses on identifying, assessing, and managing risks related to the
Company’s assets and property, Employees, Foreign Currency Risks, Operational Risks, and Non-
compliance with statutory enactments, Competition Risks, and Contractual Risks.

F. HUMAN RESOURCE:
The Company holds its skilled and trained workforce in high esteem, recognizing them as
indispensable for achieving organizational goals. A commitment is made to not only maintain but
also enhance their capabilities, ensuring they remain aligned with the ever-evolving technological
landscape. During the year under review, the Company undertook a variety of training initiatives
covering a wide spectrum of topics. These encompassed technical competencies crucial for
operational excellence, programs aimed at fostering positive behavioural traits, workshops
focusing on enhancing business acumen, as well as both general and advanced management
principles. Leadership training was provided to cultivate effective decision-making and team
management skills. Customer-centric training was prioritized to uphold service standards, while
safety protocols were reinforced to ensure a secure work environment. The Company emphasized
the importance of values and ethical conduct, instilling a sense of integrity and responsibility
across all levels of the workforce.

G. MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATION

FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

The employees are satisfied and having good relationship with the Management. Your Company
values each employee, supports them, and strives to provide opportunities based on their skill sets,
resulting in mutually beneficial relationships between the company and its employees. Your
Company has developed a policy that increases employee job satisfaction while simultaneously
increasing production.

H. INTERNAL CONTROL SYSTEMS

Your Company has an internal control system that is suitable to the characteristic and scale of its
operations and that efficiently and efficiently addresses all aspects of the business and functional
departments.

The framework encompasses a compliance management team with established policies, norms,
and procedures, as well as applicable statutes, rules, and regulations, as well as an inbuilt system of
checks and balances, to ensure that appropriate and prompt corrective actions are taken in the
event of any discrepancies from the defined standards and parameters.

Internal control systems are examined on a regular basis for effectiveness and deliverability, so
that any necessary precautions to reinforce them can be undertaken in response to changing
company requirements. Your Company conducts ongoing reviews of its systems, procedures, and
controls, comparing and aligning them with industry standards.

I. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR

MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

This is to confirm that the Company has adopted a Code of conduct for its employees including the
director.

I confirm that the Company has in respect of the financial Year ended 31st March, 2025, received
from the Senior Management team of the Company and the members of the Board, a declaration of
Compliance with the code of Conduct as applicable to them.

J. DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements of the Company have been prepared in accordance with the Generally
Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards
notified under Section 133 of the Companies Act, 2013 (“the 2013 Act”) and the relevant
 provisions of the 2013 Act, as applicable. The financial statements have been prepared on going
concern basis under the historical cost convention on accrual basis.
The Company has opted to continue with the period of 1st day of April to 31st day of March, each
year as its financial year for the purpose of preparation of financial statements under the provisions
of Section 2(41) of the Companies Act, 2013.

K. CAUTIONARY STATEMENT

The management discussion and analysis report containing the Company’s objectives, projections,
estimates and expectation may constitute certain statements, which are forward looking within the
meaning of applicable laws and regulations. The statements in this management discussion and
analysis report could differ materially from those expressed or implied.

Important factors that could make a difference to the Company’s operation include raw material
availability and prices, cyclical demand and pricing in the Company’s principal markets, changes
in the governmental regulations, tax regimes, forex markets, economic developments within India
and the countries with which the Company conducts business and other incidental factors such as
changes in the governmental regulations, tax regimes, forex markets, economic developments
within India.

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)
 Annexure - II

INDEPENDENT AUDITORS’ REPORT

To
The Members of TIAAN CONSUMER LIMITED
Report on the audit of the financial statements

Opinion
We have audited the accompanying standalone financial statements of TIAAN CONSUMER
LIMITED (“the Company”), which comprise the balance sheet as at March 31, 2025, and the
statement of profit and loss (including other comprehensive income), the statement of
changes in equity and the statement of cash flows for the year then ended, and notes to the
standalone financial statements, including a summary of material accounting policies and
other explanatory information.
In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under Section 133 of the Act
(Ind AS) and other accounting principles generally accepted in India, of the state of affairs of
the Company as at 31 March 2025, and its Profit and total comprehensive income, changes
in equity and its cash flows for the year ended on that date, subject to the fact that trade
receivables amounting to Rs. 3.20 crores are doubtful of recovery and thus required
provision should have been made by the company. The company should have prepared a
financial statements in compliance with IND AS as prescribed, which may significantly
affects the financial statements of the company.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor’s Responsibilities for the Audit of
the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to
our audit of the standalone financial statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period. These
matters were addressed in the context of our audit of the standalone financial statements as
a whole, and in forming our opinion thereon, we do not provide a separate opinion on these
matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matters Auditor’s Response
Loan borrowed Our audit procedures included the following:
The company is mainly a CIC company and had
borrowed Inter-corporate deposits. • Considered Company’s loan policy and its
For the year ended March 31, 2025 the compliance.
Company had balance of borrowed loans at ` • Assessed the design and tested the operating
effectiveness of internal controls related to loans.
2,50,000.00 lacs.
• Performed sample tests of individual transaction and
There is variety of terms that define contract of
other related documents. Further, in respect of the
loan where terms of loans, such as repayment
samples tested we checked that the loans has been
schedule, Rate of Interest, securities
taken as per the policy.
associated, overdues if any etc. This area was
• Selected sample of loans obtained and checked the
of most significance in our audit due to the
documents.
magnitude of amount involved and there
• We checked the documents related to valuation of
conversion of the same to equity capital.
the loans where such loans converted to Equity
Accordingly, due to the significant risk
Capital
associated in accordance with terms of
• Obtained few balance confirmations as at the year
applicable AS, it was determined to be a key
end to evaluate loans.
audit matter in our audit of the standalone
• We checked the Shareholders List maintained by RTA.
financial statements.

Loan advanced Our audit procedures included the following:

The company is mainly a CIC company and had
advanced Inter-corporate deposits. • Considered Company’s loan policy and its
For the year ended March 31, 2025 the compliance.
Company had balance of loans and advances to • Assessed the design and tested the operating
the tune of ` 1,47,804.47 lacs. effectiveness of internal controls related to loans.
• Performed sample tests of individual transaction and
There is variety of terms that define contract of
other related documents. Further, in respect of the
loan where terms of loans, such as repayment
samples tested we checked that the loans has been
schedule, Rate of Interest, securities
advanced as per the policy.
associated, overdues if any etc. This area was
• Selected sample of loans extended and checked the
of most significance in our audit due to the
documents.
magnitude of amount involved and there
• We checked the documents related to valuation of
conversion of the same to equity capital.
the loans where such loans converted to Equity
Accordingly, due to the significant risk
Capital
associated in accordance with terms of
• Obtained few balance confirmations as at the year
applicable AS, it was determined to be a key
end to evaluate loans.
audit matter in our audit of the standalone
• We checked the Demat Statement issued by
financial statements.
depositories.

Information Other than the Standalone Financial Statements and Auditor’s Report
Thereon
The Company’s board of directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion
and Analysis, Board’s Report including Annexures to Board’s Report, Business
Responsibility and Sustainability Report, Corporate Governance and Shareholder’s
Information, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report on in
this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

1.1 The Company’s Board of Directors is responsible for the matters stated in Section
134(5) of the Act with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

1.2 In preparing the standalone financial statements, the Management and Board of
Directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do
so.

1.3 The Board of Directors is also responsible for overseeing the Company’s financial
reporting process.

Auditor’s responsibilities for the audit of the financial statements

1.4 Our objectives are to obtain reasonable assurance about whether the standalone
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these standalone financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We have also:

 Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal financial control relevant to the audit in order to

design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion
 on whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Management.

 Conclude on the appropriateness of the Management and Board of Directors use of the
going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that material
uncertainty exists, we are required to draw attention in our Auditor’s Report to the related
disclosures in the standalone financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated
with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

The previously issued standalone financial statements were audited by the predecessor
auditor whose report for the year ended 31 March 2024 issued on 28 November 2024
expressed an unmodified opinion on those standalone financial statements were also
prepared without complying to companies (Accounting Standard) rules 2021 to comply with
Ind As.

Report on other legal and regulatory requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in Annexure “A” a statement on the matters specified in paragraphs 3 and
4 of the Order.

As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from my examination of those books.

(c) The company does not have any branch office.

(d) The Balance Sheet, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of
Cash Flows dealt with by this report are in agreement with the books of account.

(e) In our opinion, the aforesaid standalone financial statements does not comply with
the Indian Accounting Standards specified under Section 133 of the Act.

(f) There is no uncertainty regarding the going concern the status of company.

(g) On the basis of the written representations received from the directors as on March
31, 2025 taken on record by the board of directors, none of the directors are
disqualified as on March 31, 2025 from being appointed as a director in terms of
Section 164 (2) of the Act;

(h) The accounting and statutory records are being maintained at the registered office of
the company.

(i) With respect to the adequacy of the internal financial controls over financial reporting
of the Company and the operating effectiveness of such controls, refer to our
separate report in “Annexure B”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls
over financial reporting;

(j) With respect to the other matters to be included in the Auditor’s Report in accordance
with the requirements of section 197 (16) of the Act, as amended, in our opinion and
to the best of our information and according to the explanations given to our, no
remuneration paid by the Company to its directors during the year.

(k) With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and
to the best of our information and according to the explanations given to our;

a. The Company does not have any pending litigations which would impact on its
financial position.

b. The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses; and

c. The company was not required to transfer any amount during the year to the
Investor Education and Protection Fund by the Company.

d. (a) The Management has represented that, to the best of it’s knowledge and
belief, no funds have been advanced or loaned or invested by the Company to or
in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
 (b) The Management has represented, that, to the best of it’s knowledge and
belief, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, directly or
indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered
reasonable and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement subject to the fact that no that some expenses have been booked
on cash basis .

e. The Company has not declared or paid any dividend during the year and has not
proposed a final dividend during the year.

f. The company has not provided for Income Tax of Rs.537240 during the year.

g. With respect to the proviso to rule 3 sub section 1 of companies (Accounts) rules
2014, the company did not maintain the accounting software which has a feature
of recording of audit trail of each and every transaction, creating and edit log of
each change made in the books of accounts along with the date when such
changes were made and ensuring that the audit trail cannot be disabled.

For VRSK & ASSOCIATES (Firm’s Registration No. 011199N)

Chartered Accountants

Sd/-
CA VINEET GUPTA (Membership No.089823)
Partner

New Delhi, May 29, 2025

UDIN: 25089823BMIIVK7117
Annexure “A” to the Independent Auditor’s Report*

(Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’

section of our report to the members of TIAAN CONSUMER LIMITED of even date;
Referred to in our Report of even date:

i. Property, Plant and equipment

(a) The Company did not own any asset to be categories as Property, Plant and
Equipment,. Therefore the provisions of clause 3(i)(a) to 3(i)(c) of the Order are
not applicable
(b) There are no proceedings which have been initiated or are pending against the
Company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii. In respect of Inventories

(a) The company has not provided physical verification of stock of cosmetic items.
No documents/inventory register were made available in respect of such stock.
The company has informed that they are trying to exact location of stock.
(b) The company has not been sanctioned any working capital limits at any point of
time during the year by banks or financial institutions on the basis of security of
current assets.
iii. In respect of Loans, Investments, Guarantees and Securities
(a) According to the information and explanations given to us, the company has
granted following unsecured demand loans:
Sl. Particulars Nature of Nature of Payments Aggregate Amount Outstanding
No. Association, if Amount Given at Balance Sheet
any (In Lakhs) Date (In Lakhs)
1. Listed/Unlisted NIL Unsecured Loan
Companies Converted into Equity 1,02,200.00 NIL
Shares
2. Listed/Unlisted NIL Interest Bearing
Companies/Other Unsecured Loan 2,53,664.01 1,47,804.47
Entities

 On the basis of examination of books and other records and explanation given to us we
wish to inform that the Loans extended to unlisted companies to the extent of Rs.
1,02,200.00 Lakhs were converted to investments due to financial constraints reported
by the borrowing companies. The balance sheet of these companies were not available
at the time of audit for further comments. Hence no opinion can be formed on the status
of investment made.
Other details in respect of loans are summarized below:

Particulars Amount (In Lakhs)

Opening Balance 171.66

Loan Given during the year 2,53,664.01

Interest Applied 6.91

Loan Repayment 3,831.20

Converted to Equity 1,02,200.00

Closing Balance 1,747,804.47

 Other Details
Interest Overdue 2.61

Pending for Conversion to Equity 1,47,000.00

(b) In our opinion and according to the information and explanations given to us the
terms and conditions of grant of all loans and advances in the nature of loans are not
prima facie, prejudicial to the Company’s interest except that interest waived on loans
converted to equity capital by the borrowers.

(c) According to the information and explanations given to us, in respect of loans and
advances in the nature of loans, the schedule of repayment of the principal and the
payment of interest has not been stipulated and hence we are unable to comment as
to whether repayments of the principal amount and the receipt of interest are regular
or not.

(d) According to the information and explanations given to us, in respect of loans or
advances in the nature of loans granted by the Company, there are overdue amount
of interest amounted of Rs.2.61 lakhs as at the balance sheet date.

(e) According to the information and explanations given to us, no loan granted by the
Company which has fallen due during the year has been renewed or extended or
fresh loans granted to settle the overdues of existing loans given to the same parties.

(f) The Company has not granted any loans or advances in the nature of loans which
are either repayable on demand or without specifying any terms or period of
repayment

iv. In respect of of Loans, Investments, Guarantees and Securities covered u/s 185
& 186 of the Companies Act, 2013
According to the information and explanations given to us, the Company has not
complied with provisions of section 185 & 186 in respect of Loans & Advances.

v. In respect of Deposits from Public

The Company has not accepted any deposits and in our opinion, the Company is not
holding any amounts which are deemed to be deposits during the year. Further the
Company had no unclaimed deposits at the beginning of the year

vi. In respect of maintenance of cost record

To the best of our knowledge and belief, the Central Government has not specified
maintenance of cost records under sub-section (1) of Section 148 of the Act, in
respect of the Company’s products/ services. Accordingly, the provisions of clause
3(vi) of the Order are not applicable.
vii. In respect of statutory dues
a) In our opinion and according to the information and explanations given to us, the
Company is regular in depositing undisputed statutory dues1 including goods and
services tax, provident fund, employees’ state insurance, income-tax, sales-tax,
service tax, duty of customs, duty of excise, value added tax, cess and other
material statutory dues, as applicable to the Company, with the appropriate
authorities during the year. There were no undisputed amounts payable in respect
thereof which were outstanding at the year-end for a period of more than six
months from the date they become payable except TDS payable on audit fees
amounting to Rs.1.00 lakhs.

b) According to the information and explanations given to us, there are no statutory
dues referred to in sub-clause (a) that have not been deposited with the
appropriate authorities on account of any dispute.

viii. In respect of transactions not recorded in books but surrendered in Income Tax
Assessments
According to the information and explanations given to us, there were no transactions
relating to previously unrecorded income that have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961

ix. Borrowings
(a) In our opinion and according to the information and explanations given to us,
the Company has not defaulted in repayment of loans or other borrowings or in
the payment of interest thereon to any lender during the year, except as
detailed below:

Nature of
borrowing Amount not Whether No. of days
including Name of lender* paid on due principal or delay or Remarks, if any
debt date interest unpaid
securities
Unsecured Abhijit Trading Co. Ltd
NIL NIL NIL
Loan
Unsecured Alstone Textiles India Ltd
Loan NIL NIL NIL
Interest waived
Unsecured Blue Bell Finance Ltd.
NIL NIL NIL due to
Loan
agreement for
Unsecured Shanta Agencies Pvt Ltd
NIL NIL NIL conversion of
Loan
loan to equity
Unsecured Shri Niwas Leasing &
Loan Finance Ltd NIL NIL NIL
Unsecured Twinkle Mercantile &
Loan Credits Pvt Ltd NIL NIL NIL

(b) According to the information and explanations given to us, we report that the
Company has not been declared wilful defaulter by any bank or financial
institution or government or any government authority.
(c) In our opinion and according to the information and explanations given to us,
No term loan has been availed by the Company.
(d) On an overall examination of the financial statements of the Company, we
report that funds raised on short-term basis for the expansion of business have
been applied for advancing of loans/Investments during the year.
(e) The Company did not have any subsidiary, associate or joint venture.
 (f) The Company has not raised any loan during the year on the pledge of
securities held in its subsidiaries, joint ventures or associate companies.

x. In respect of money raised by way of initial public offer or private placement.

a) In our opinion and according to the information and explanations given to us The
Company had not raised moneys by way of initial public offer or further public offer
(including debt instruments) during the year.
b) During the year, the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully, partially or optionally).
xi. In respect of fraud
a) To the best of our knowledge and according to the information and explanations
given to us, no fraud by the Company and no material fraud on the Company has
been noticed or reported during the year.
b) To the best of our knowledge, no report under sub-section (12) of Section 143 of the
Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit
and Auditors) Rules, 2014 with the Central Government, during the year and up to
the date of this report.
c) In our opinion and according to the information and explanations given to us by the
company has not received any whistle-blower complaint during the year under
review.
xii. In respect of Nidhi Company
The Company is not a Nidhi Company. Accordingly, the provisions of clause 3(xii)(a)-
(c) of the Order are not applicable.
xiii. In respect of Related Party Transactions
The Company has undertaken related party transactions as covered by section 177
& section 188 of The Companies Act, 2013 during the year under consideration. And
are disclosed in the financial statements by way of notes to accounts. However
provisions of Section 188 has not been complied with.

xiv. In respect of Internal Audit

In our opinion and according to the information and explanations given to us, the
company has appointed an internal auditor as per provisions of Section 138 of Indian
Companies Act 2013 read with Rule 13 Of Companies (Accounts) Rules, 2014.
However, the report for last quarter was not made available to us.
xv. In respect of Non-Cash Transactions
In our opinion and according to the information and explanations given to us, during
the year the Company has not entered into any non-cash transactions with its
directors or persons connected with its directors, hence provisions of Section 192 of
the Act are not applicable to the Company.
xvi. In respect of Registration with RBI
According to the information and explanations given to us, we are of the opinion that
the company is required to be registered under section 45-IA of the Reserve Bank of
India Act, 1934. The company has borrowed and extended loans during the year. The
company has earned income mainly from interest. The company is a Core Investment
Company (CIC) as defined in the regulations made by the Reserve Bank of India.
xvii. In respect of Cash Losses
The Company has not incurred any cash losses in the current financial year.
xviii. In respect of Resignation of Auditors
There has been resignation of the statutory auditors during the year. One auditor was
appointed during the year however his appointment was not ratified in the EGM, due
to which his appointment was not regularized with the MCA.
xix. In respect of ability to meet obligations of the company.
On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying
the financial statements, our knowledge of the Board of Directors and management
plans and based on our examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report indicating that company is
incapable of meeting its liabilities existing at the date of balance sheet as and when
they fall due within a period of one year from the balance sheet date. We, however,
state that this is not an assurance as to the future viability of the company. We further
state that our reporting is based on the facts up to the date of the audit report and we
neither give any guarantee nor any assurance that all liabilities falling due within a
period of one year from the balance sheet date, will get discharged by the company
as and when they fall due.
xx. In respect of Corporate Social Responsibility.
The provisions of Section 135 towards corporate social responsibility are not
applicable on the company. Accordingly, the provisions of clause 3(xx) of the Order is
not applicable.
xxi. Qualification/ Adverse comments in CARO by Auditors in Financial Statements
The Company has no subsidiary, associate or joint venture and the Company is not
required to prepare consolidated financial statements. Consequently, there are no
adverse remarks or qualifications to report.

For VRSK & ASSOCIATES (Firm’s Registration No. 011199N)

Chartered Accountants

Sd/-
CA VINEET GUPTA (Membership No.089823)
Partner

New Delhi, May 29, 2025

UDIN: 25089823BMIIVK7117
Annexure “B” to the Independent Auditor’s Report
(Referred to in paragraph 2 (f) under ‘Report on other legal and regulatory requirements’
section of our report to the Members of TIAAN CONSUMER LIMITED of even date:
Report on the internal financial controls over financial reporting under clause (i) of
sub – section 3 of section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to financial statements of SAB
Electronics Devices Ltd. (“the Company”) as at March 31, 2025, in conjunction with our audit
of the financial statements of the Company for the year ended on that date.
Responsibilities of Management and Those Charged with Governance for Internal
Financial Controls
The Company’s Board of Directors is responsible for establishing and maintaining internal
financial controls based on the internal financial controls with reference to financial
statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting (the 'Guidance Note') issued by the Institute of Chartered Accountants of
India (ICAI). These responsibilities include the design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring the orderly
and efficient conduct of the Company’s business, including adherence to Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.

Auditors’ responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with
reference to financial statements based on our audit. We conducted our audit in accordance
with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of
the Act, to the extent applicable to an audit of internal financial controls with reference to
financial statements. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to financial statements were
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls with reference to financial statements and their operating
effectiveness. Our audit of internal financial controls with reference to financial statements
included obtaining an understanding of internal financial controls with reference to financial
statements, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the Company’s internal financial controls with reference to
financial statements.

Meaning of internal financial controls over financial reporting

A Company's internal financial controls with reference to financial statements is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A Company's internal financial controls with reference to
financial statements includes those policies and procedures that (1) pertain to 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 authorisations of
Management and directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of
the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial

Statements

Because of the inherent limitations of internal financial controls with reference to financial
statements, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls with reference to financial
statements to future periods are subject to the risk that the internal financial controls with
reference to financial statements may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

Opinion
In our opinion and to the best of our information and according to the explanations given to
us, the Company has, in all material respects, does not adequate internal financial controls
with reference to financial statements and such internal financial controls with reference to
financial statements were operating effectively as at 31 March 2025, based on the internal
financial controls with reference to financial statements criteria established by the Company
considering the essential components of such internal controls stated in the Guidance Note.

For VRSK & ASSOCIATES (Firm’s Registration No. 011199N)

Chartered Accountants

Sd/-

CA VINEET GUPTA (Membership No.089823)

Partner

New Delhi, May 29, 2025

UDIN: 25089823BMIIVK7117
 Tiaan Consumer Limited
Registered Office : 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy Den Circle, Sa, yajigunj, Vadodara, Vadodara, Gujarat, India, 390005
CIN: L66301GJ1992PLC017397

STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2025

(₹ in Lakhs)
Particulars Note No As at 31.03.2025 As at 31.03.2024
ASSETS
I NON CURRENT ASSETS
1 Property, Plant and Equipments
2 Capital Work in Progress
3 Intangible Assets
4 Financial Assets
(i) Investments
(ii) Loans
(iii) Other Financial Assets
2 Deferred Tax Assets (net)
3 Other Non Current Assets
Total Non-Current Assets
II CURRENT ASSETS
1 Inventories 5 342.03 342.03
2 Financial Assets
(i) Investments 6 1,02,200.00 600.00
(i) Trade Receivables 7 347.65 347.65
(ii) Cash and cash equivalents 8 6.11 80.86
(iii) Bank balances other than above (ii) above - -
(v) Loans 9 1,47,804.47 171.66
(vi) Other Financial assets - -
3 Income Tax Assets (net) - -
4 Other Current Assets 10 0.15 -
Total Current Assets 2,50,700.40 1,542.20
Total Assets 2,50,700.40 1,542.20
EQUITY AND LIABILITIES
I EQUITY
1 Equity Share Capital 11 1,026.90 1,026.90
2 Other Equity 12 (328.91) (332.36)
Total Equity 697.99 694.54
LIABILITIES
II Non-Current Liabilities
1 Financial liabilities
(i) Borrowings 13 2,50,000.00 519.26
2 Deferred tax liabilities (net) - -
2 Provisions - -
Total Non Current liabilities 2,50,000.00 519.26
III Current Liabilities
1 Financial liabilities
(i) Borrowings
(ii) Trade and other payables 14 1.19 326.72
(iii) Other financial liabilities
2 Provisions
3 Other current liabilities 15 1.22 1.68
Total Current liabilities 2.40 328.40
Total Equity and Liabilities 2,50,700.40 1,542.20
CORPORATE AND GENERAL INFORMATION 1
BASIS OF ACCOUNTING 2
ACCOUNTING POLICIES 3
SIGNIFICANT JUDGEMENTS AND KEY SOURCES 4
OTHER NOTES 25-34
The Note Referred to above form an integral part of Balance Sheet
In terms of our attached report of even date
For M/S V R S K & Associates Tiaan Consumer Limited
Chartered Accountants

CA VINEET GUPTA GEETA DEVI BHARAT BHUSHAN AJAY KHANNA

Partner ( Director) (Managing Director) (CFO)
Membership No. 089823 DIN- 10313906 DIN- 00538006 PAN: APFPK3683R
Firm Registration No. 011199N Add: Farmana khas Add: flat no 511, pocket- 6, Add: 3198/15 Gali no 1, 4th floor
UDIN: 25089823BMIIVK7117 (113) sector b/4, Narela, north west sangatrashan pahar ganj
rohtak haryana 124112 Delhi 110040 new delhi 110055
Dated : 29-05-2025 Dated : 29-05-2025 Dated: 29-05-2025

Place : New Delhi

Dated : 29/05/2025
 Tiaan Consumer Limited
Registered Office : 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy Den Circle, Sa, yajigunj, Vadodara, Vadodara, Gujarat, India,
390005
L66301GJ1992PLC017397
STANDALONE STATEMENT OF PROFIT & LOSS
FOR THE YEAR ENDED 31st March, 2025
(₹ in Lakhs)
Particulars Note For the year ended 31st For the year ended 31st
March, 2025 March, 2024
INCOME
Revenue from Operations 16 9.51 29.03
Other Income 17 21.68 0.00
TOTAL INCOME (A) 31.19 29.03
EXPENSES
Cost of Material Consumed
Changes in Inventories of FG, WIP and Stock-in-trade 18 29.00
Employee Benefits Expense 19 0.47 6.05
Finance Costs 20 0.12 0.00
Depreciation & Amortization Expenses 21 - -
Other Expenses 22 27.15 25.88
TOTAL EXPENSES (B) 27.74 60.94
PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (A-B) 3.45 (31.91)
Exceptional Items (C ) - -
PROFIT BEFORE TAX (D=A-B-C) 3.45 (31.91)
TAX EXPENSE 23
Current Tax
Deferred Tax - -
Taxes for earlier years
TOTAL TAX EXPENSES (E')
PROFIT FOR THE YEAR (F=D-E) 3.45 (31.91)
OTHER COMPREHENSIVE INCOME/(EXPENSES)
Items that will not be reclassified to profit & loss
Remeasurements of defined benefit plan - -
Equity instrument through other comprehensive income - -
Income tax relating to above items - -
Other Comprehensive Income for the year (net of tax) (G) - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (F+G) 3.45 (31.91)
EARNING PER SHARE
Basic and Diluted Earning Per Share 24 0.03 (0.31)
CORPORATE AND GENERAL INFORMATION 1
BASIS OF ACCOUNTING 2
ACCOUNTING POLICIES 3
SIGNIFICANT JUDGEMENTS AND KEY SOURCES 4
OTHER NOTES 25-34
The Note Referred to above form an integral part of Balance Sheet
In terms of our attached report of even date
For M/S V R S K & Associates Tiaan Consumer Limited
Chartered Accountants

CA VINEET GUPTA GEETA DEVI BHARAT BHUSHAN AJAY KHANNA

Partner ( Director) (Managing Director) (CFO)
Membership No. 089823 DIN- 10313906 DIN- 00538006 PAN: APFPK3683R
Firm Registration No. 011199N
Add: flat no 511, pocket- 6, Add: 3198/15 Gali no 1, 4th floor
UDIN: 25089823BMIIVK7117 Add: Farmana khas (113)
sector b/4, Narela, north west sangatrashan pahar ganj
rohtak haryana 124112
Delhi 110040 new delhi 110055
Dated : 29-05-2025
Dated : 29-05-2025 Dated: 29-05-2025

Place : New Delhi

Dated : 29/05/2025
 Tiaan Consumer Limited
Registered Office : 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy Den Circle, Sa, yajigunj, Vadodara, Vadodara, Gujarat, India, 390005

L66301GJ1992PLC017397
STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March, 2025
(₹ in Lakhs)
For the year ended 31st For the year ended 31st March,
Particulars
March, 2025 2024
Cash Flow from Operating Activities
Net Profit/(Loss) before Extraordinary Items and Tax 3.45 (31.91)
Adjustments for:-
Depreciation and amortisation - -
Interest Income -
Dividend Income - -
Exceptional Items
Other comprehensive income -
Finance Cost -
Operating profit /(loss) before working capital changes 3.45 (31.91)
Changes in working capital :
Adjustment for (increase )/decrease in operating assets
Short term loan and advances
Other Non current assets
Inventories
Trade receivable
Other current assets (0.15) (27.65)

Adjustment for increase/(decrease) in operating liabilities

Trade payable (325.53)
Other current liabilities (0.46) 325.86
Other long term provisions
Short -term provisions
Deffered trax
Other Adjustment 0.75
Net income tax(paid)/refunds
Net Cash flow from /(used in) operating activities(A) (322.69) 267.05
Cash Flow from Investing Activities
Purchase of fixed Assets and CWIP
Sale of Fixed Assets
Change in capital work in progress
Increase in Lease Hold Assets
Increase in Long-Term Loans and Advances (1,47,632.81)
Net proceeds from sale/(purchase) of current investments (1,01,600.00)
Net proceeds from sale/(purchase) of non current investments (571.00)
Bank deposit not considered as cash and cash equivalents (net)
Dividend Received
Interest Received
Net Cash flow from/(used in) Investing Activities( B) (2,49,232.81) (571.00)
Cash Flow from Financing Activities
Proceeds from issue of Equity Shares 371.26
Proceeds from long term borrowings 2,49,480.74
Increase/(Decrease) in Short -term borrowings
Interest paid

Net Cash Flow from /(used in) Financing Activities ( C) 2,49,480.74 371.26
Net Increase /(decrease) in Cash and Cash Equivalents (A+B+C) (74.75) 67.31
Cash and cash equivalents at the beginning of the year 80.86 13.55
Cash and cash equivalents at the end of the year 6.11 80.86
The Note Referred to above form an integral part of Balance Sheet
In terms of our attached report of even date
For M/S V R S K & Associates Tiaan Consumer Limited
Chartered Accountants

CA VINEET GUPTA GEETA DEVI BHARAT BHUSHAN AJAY KHANNA

Partner ( Director) (Managing Director) (CFO)
Membership No. 089823 DIN- 10313906 DIN- 00538006 PAN: APFPK3683R
Firm Registration No. 011199N Add: Farmana khas Add: flat no 511, pocket- 6, sector Add: 3198/15 Gali no 1, 4th floor
UDIN: 25089823BMIIVK7117 (113) rohtak haryana b/4, Narela, north west Delhi sangatrashan pahar ganj
124112 110040 new delhi 110055
Dated : 29-05-2025 Dated : 29-05-2025 Dated: 29-05-2025

Place : New Delhi

Dated : 29/05/2025
 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2025

a Equity Share Capital (₹ in Lakhs)

Balance as at 31.03.2023 102.69
Add/(Less): Changes in Equity Share
-
Capital during the year
Balance as at 31.03.2024 102.69
Add/(Less): Changes in Equity Share
-
Capital during the year
Balance as at 31.03.2025 102.69

b Other Equity (₹ in Lakhs)

Other Equity
Other Comprehensive Income
Reserves and surplus
(R&S)

Particulars Total Other

Remeasurement Equity
Securities Revaluation Retained Equity
of defined Instrument
Premium Reserve Earnings
benefit plans through OCI

Balance as of 31.03.2023 (225.45) - - (225.45)

Exceptional Item (75.00) - - (75.00)
Profit/Loss for the period - (31.91) (31.91)
Changes due to IND-AS 116 Lease -
Other comprehensive income - -
Transfer of reimbursement of DBP
- - -
to Retained Earning
Dividend (including tax on
- - - - -
dividend)
Change due to depreciation/Fair
-
value
Transfer to reserves - - - - -
Balance as of 31.03.2024 - - (332.36) - - (332.36)
Addition during the period - - - - -
Profit/Loss for the period - 3.45
Changes due to IND-AS 116 Lease
Other comprehensive income -
Transfer of reimbursement of DBP
to Retained Earning
Dividend (including tax on
- - - - -
dividend)
Change due to depreciation/Fair
value
Transfer to reserves - - - - -
Balance as of 31.03.2025 - - (328.91) - - (332.36)
 Tiaan Consumer Limited
Registered Office : 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy Den Circle, Sa, yajigunj, Vadodara, Vadodara, Gujarat, India,
L66301GJ1992PLC017397
STANDALONE NOTES TO ACCOUNTS AS AT 31st March, 2025

5 INVENTORIES (₹ in Lakhs)

Packing Materials As at 31.03.2025 As at 31.03.2024

Stock In Shares 342.03 342.03

Total 342.03 342.03

* The Market Value Of Inventories on cost or market price whicever is less , basis as on 31.03.2025 is Rs. 343.13 lakhs & Previous is Rs. 343.01

6 CURRENT INVESTMENTS (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024

Investments at fair value through OCI

Investment in Unquoted Equity Instruments 1,02,200.00 600.00

Total 1,02,200.00 600.00

* The Market Value Of Investment on cost or market price whicever is less , basis as on 31.03.2025 is Rs. 102,200.13 lakhs & Previous is Rs. 600.91

7 TRADE RECEIVABLES (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024

Trade Receivables
(a) Trade Receivables Considered good - Secured - -
(b) Trade Receivables Considered good - Unsecured 347.65 347.65
(c) Trade Receivables which have significant increase in Credit Risk;
- -
and
(d) Trade Receivables - credit impaired - -
SUB-TOTAL 347.65 347.65
Less: Allowances for Credit Impairment - -
347.65 347.65
Trade Receivables are non-interest bearing and expected to realise at shorter intervals.

7.1 Trade Receivables ageing schedule as at 31st March 2025 (₹ in Lakhs)

Outstanding for the following periods from due date of payment
Particulars Total
Not Due Less than 6 months 6 months - 1 year 1-3 Years More than 3 year

(1) Undisputed Trade

receivables – considered - - 27.65 320.00 347.65
good

(2) Undisputed Trade

Receivables – which have
- - - - - -
significant increase in
credit risk

(3) Undisputed Trade

Receivables – credit - - - - - -
impaired

(4) Disputed Trade

Receivables – considered - - - - - -
good

(5) Disputed Trade

Receivables – which have
- - - - - -
significant increase in
credit risk

(6) Disputed Trade

Receivables – credit - - - - - -
impaired
SUB-TOTAL - - - 27.65 320.00 347.65

Allowances for Credit

- - - - -
Impairment

Total - - - 27.65 320.00 347.65

 Trade Receivables ageing schedule as at 31st March 2024 (₹ in Lakhs)
Outstanding for the following periods from due date of payment
Particulars Total
Not Due Less than 6 months 6 months - 1 year 1-3 Years More than 3 year
(1) Undisputed Trade
receivables – considered - 27.65 - 320 347.65
good
(2) Undisputed Trade
Receivables – which have
- - - - - -
significant increase in
credit risk
(3) Undisputed Trade
Receivables – credit - - - - - -
impaired
(4) Disputed Trade
Receivables – considered - - - - - -
good
(5) Disputed Trade
Receivables – which have
- - - - - -
significant increase in
credit risk
(6) Disputed Trade
Receivables – credit - - - - - -
impaired
SUB-TOTAL - - 27.65 - 320.00 347.65
Allowances for Credit
- - - - -
Impairment
Total - - 27.65 - 320.00 347.65
9.3 The are no unbilled trade receivables at the balance sheet date.

8 CASH & CASH EQUIVALENTS (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024

Balances with Banks: -

-In Current Accounts 4.54 80.85
-Term Deposits with maturity upto 3 months at inception - -
Cash in hand 1.57 0.01
- -
Total 6.11 80.86

9 CURRENT LOANS (UNSECURED & CONSIDERED GOOD) (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024

Loans to related parties 171.66 171.66

Loans to other body corporate 1,47,632.81 -

Total 1,47,804.47 171.66

10 OTHER CURRENT ASSETS (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024

TDS Recoverable 0.15

Total 0.15 -

11 EQUITY SHARE CAPITAL (₹ in Lakhs)

Number of Shares Amount
Particulars
As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
a) Authorized
Equity Shares of Rs. 10 each
At the beginning of the period 13,20,00,000 13,20,00,000 1,320.00 1,320.00
Add: Additions during the period - - - -
At the end of the period 13,20,00,000 13,20,00,000 1,320.00 1,320.00

b) Issued, Subscribed and Paid up

Equity Shares of Rs. 10 each
At the beginning of the period 1,02,69,000 1,02,69,000 1,026.90 1,026.90
Add: Additions during the period* - - - -
At the end of the period 1,02,69,000 1,02,69,000 1,026.90 1,026.90
* Number of share are in Absolute Values
11.1 Details of Equity Shares in the company held by each shareholder holding more than 5% of shares:
As at 31.03.2025 As at 31.03.2024
Name of the Shareholder
No of Shares Percentage No of Shares Percentage

MEGA BUCKS CAPITAL PRIVATE LIMITED

PHOOL DEVI GHOSAL

14,41,658 14.04 - -
Utpal Agrawal
- - 3,00,000 5.69
Grid Trading Private Limited
- - 9,79,386 18.59
* Number of share are in Absolute Values
Rights attached to Share
The Company has one class of equity shares having a par value of Rs.10 each. Each shareholder is eligible for one vote per share held.

11.2 No equity shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the
Balance Sheet date.
11.3 No equity shares have been bought back by the Company during the period of 5 years preceding the date as at which the Balance Sheet is
prepared.
11.4 No securities convertible into equity shares have been issued by the Company during the year.
11.5 No calls are unpaid by any Director or Officer of the Company during the year.
11.6 Details of Shareholding of Promoters in the Company

% of total shares % of total shares % Change during

No. of Shares as at No. of Shares as at
Particulars as at 31st March, as at 31st March, the
31st March, 2025 31st March, 2024
2025 2024 year
Promoter

Utpal Agrawal - 300000 0 5.69 (5.69)

PHOOL DEVI GHOSAL 1441658 0 14.04 0 14.04

MEGA BUCKS CAPITAL

1851 0 0.02 0 0.02
PRIVATE LIMITED
* Number of share are in Absolute Values

12 OTHER EQUITY (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024

Securities Premium - -
Retained Earnings (328.91) (332.36)
Total (328.91) (332.36)

Nature/ Purpose of each reserve

a) Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This
reserve is utilised in accordance with the provisions of the Companies Act 2013.
b) General Reserve: The reserve arises on transfer portion of the net profit to general reserve
c) Retained Earning: Generally represents the undistributed profit/amount of accumulated earnings of the company.
d) “Other Comprehensive Income (OCI) : Other Comprehensive Income (OCI) represents the balance in equity for items to be accounted under
OCI and comprises of the following:
i) Equity Instruments through OCI: The Company has elected to recognise changes in the fair value of certain investment in equity
instrument in other comprehensive income.
ii) Remeasurement of defined benefit obligations: The actuarial gains and losses arising on defined benefit obligations have been recognised
in OCI. The amount is subsequently transferred to retained earnings as per the Schedule III requirement.
 (₹ in Lakhs)
Particulars As at 31.03.2025 As at 31.03.2024

(1) Securities Premium

Balance at the beginning and at the end of the year -
(2) Revaluation Reserve
Balance at the beginning of the year -
Add: Transfer from Retained Earnings -
Less: Change due to depreciation/Fair value -
Balance at the end of the year -
(3) Retained Earnings
Balance at the beginning of the year (332.36) (225.45)
Add: Profit for the year 3.45 (31.91)
Less: Transfer to General Reserve - -
Less: Dividend paid - -
Less: exceptional Items (75.00)
Add/(Less): Other Comprehensive Income arising from
-
Remeasurements of defined benefit obligation (net of tax)
Balance at the end of the year (328.91) (332.36)
(4) Other Comprehensive Income
(i) Equity instrument through Other Comprehensive Income
Balance at the beginning of the year - -
Add/(Less): Change in Fair Value (net of tax) - -
Balance at the end of the year - -
(ii) Remeasurement of Defined Benefit Obligation - -
Balance at the beginning of the year 0.00 -
Add/(Less): Changes during the year (net of tax)
Add/(Less): Transferred to Retained Earnings
Balance at the end of the year 0.00 0.00

13 BORROWING (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024

A) Secured
Term Loan from Banks - -
Vehicle Loan from Banks - -
Total (A) - -
B) Unsecured
Loan from body corporate/Others 2,50,000.00 519.26
Long-term maturities of lease obligations - -
Total (B) 2,50,000.00 519.26
Total (A+B) 2,50,000.00 519.26

13.1 TOTAL BORROWING AS PER MATURITY (₹ in Lakhs)

As at 31.03.2025 As at 31.03.2024
Particulars
Non-Current Current Non-Current Current
A) Secured
Term Loan from Banks - - - -
B) Unsecured
Loan from body corporate/Others 2,50,000.00 - 519.26 -

Total (A)+(B) 2,50,000.00 - 519.26 -

14 TRADE AND OTHER PAYABLES (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024
Undisputed dues
Dues of Micro Small Medium Enterprises (MSME) 1.19 1.00
Others - 325.72
Disputed dues
Dues of Micro Small Medium Enterprises (MSME) - -
Others - -
Total 1.19 326.72

Trade Payable ageing schedule as at 31st March 2025

Outstanding for following periods from due date of payment
Particulars Not Due Total
Less than 1 year 1-2 Years 2-3 Years More than 3 year
Undisputed dues- MSME 1.19 - - - 1.19
Undisputed dues- Others - - -
Disputed dues- MSME - - - - -
Disputed dues- Others - - - - -
Total - 1.19 - - - 1.19
 Trade Payable ageing schedule as at 31st March 2024
Outstanding for following periods from due date of payment
Particulars Not Due Total
Less than 1 year 1-2 Years 2-3 Years More than 3 year
Undisputed dues- MSME 1.00 - - - 1.00
Undisputed dues- Others 325.72 - - 325.72
Disputed dues- MSME - - - - -
Disputed dues- Others - - - - -
Total - 326.72 - - - 326.72

15 OTHER CURRENT LIABILITIES (₹ in Lakhs)

Particulars As at 31.03.2025 As at 31.03.2024
TDS Payable 1.07 1.68
Salary Payable 0.15 -
Total 1.22 1.68

16 REVENUE FROM OPERATIONS (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

Sales of shares - 29.03

Other Operating Revenue -
Interest On Others 9.51 -
Net Sales 9.51 29.03

17 OTHER INCOME (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

Interest on FD 1.48 -
Other Interest - 0.00
Other Non Operative Income 0.00 -
Profit On Sale of investment 20.20 -
Total 21.68 0.00

18 CHANGES IN INVENTORIES OF FG, WIP AND STOCK-IN-TRADE (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

Decrease / (Increase) during the year in Stock - Semi Finished -

Decrease / (Increase) during the year in Stock - Finished - 29.00
19 EMPLOYEE BENEFITS EXPENSE (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

(i) Salary (including Director Salary)

Salary to Directors
Salary to Others 0.47 6.05
Wages
Total 0.47 6.05

20 FINANCE COSTS (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

Bank Charges 0.12 0.00

Total 0.12 0.00

21 DEPRECIATION & AMORTISATION EXPENSES (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

Depreciation - -
Depreciation on ROU Assets - -
Total - -

22 OTHER EXPENSES (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

Manufacturing & Trading Expenses:

Audit fee 1.30 1.00
Board Meetings Expenses 0.04 0.28
CDSL(Stock Exch.Fees) 0.93 0.19
Interest paid - 16.76
Filling Fees 0.47 -
Listing Fees(Annual Fees) 0.00 3.51
Office repair & maintance Expenses 0.24 1.38
NSDL(Stock Exch.Fees) 0.70 0.50
Printing & Stationery 0.04 0.20
Postage and Telegram Charges 0.05 0.13
Professional Expenses 0.14 1.65
Registrar Charges 0.47 0.27
CIRP Expenses * 22.33 -
Advertisement Expenses 0.15 -
MISC Expense 0.07 -
Software Charges 0.20 -
Telephone Exp 0.03 0.02
Total 27.15 25.88
* During the year company had incurred Rs. 22.33 Lakhs as Expense in a Corporate insolvency Case filed by Utsav Securities Ltd. Against the company.
The company settled the accounts with his party and fully paid the dues during the year under consideration.

23 TAX EXPENSE (₹ in Lakhs)

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024
Current Tax - -
Deferred Tax - -
Taxes for Earlier Years - -
Total - -
Reconciliation of estimated Income Tax expense at Indian statutory Income tax rate to income tax expense reported in statement of Profit &
Loss.

24 EARNING PER SHARE

Particulars For the year ended 31st March, 2025 For the year ended 31st March, 2024

Nominal Value of Equity Shares (₹) 10.00 10.00

Profit attributed to the Equity shareholders (₹ in INR) 3.45 (31.91)
Number of equity shares 1,02,69,000 1,02,69,000
Basis and diluted earning per shares (₹) 0.03 (0.31)
There are no dilutive equity shares in the Company.
 Tiaan Consumer Limited
Registered Office : 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy Den Circle, Sa, yajigunj, Vadodara, Vadodara, Gujarat, India, 390005
CIN: L66301GJ1992PLC017397
STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2025

25 Contingent Liabilities & Commitment to the extent not provided for:

25.1 Contingent Liabilities

Particulars 31st March 2025

(A) Contigent Liabilities

Total -

26 Related Party Disclosures

Name of the related parties and description of relationship

A) Key Management Personnels (KMP)

Names Category
BHARAT BHUSHAN Managing Director
GEETA DEVI Director
NARENDER Director
AJAY KHANNA CFO
KESHITA PRIYANK DHRUV Company Secretary

Enterprise for/of which Reporting Enterprise is:

a)Associate
Not Applicable
b)Subsidiary
Not Applicable
Enterprise and Persons in which person referred in clause A along with their relatives exercise significant influence:
Names Relationship
Shanta Agencies Pvt Ltd. Mr. Bharat Bhushan is common director
Transactions with related Parties
(₹ in Lakhs)
Particulars 2024-25
Individual owning indirect interest Persons and
Key Management
in voting power of the company: Enterprises
Associate Subsidiary Personnel with
referred in clause
Relative
27
Profeesional and Consultancy Fees - - - - -
Salary - - - - -
Remuneration to Directors - - - - -
Rent Paid - - - - -
Balance Outstanding at the beginning of the Year - - - - -
Sales made - - - - -
Borrowings - - - - 52,000
Payment during the year - - - - -
Balance Outstanding at Year End(Net) After payment - - - - -
 Particulars 2023-24
Individual owning indirect
interest in voting power of the Key Management Enterprise
Associate Subsidiary company: referred in clause
Personnel
A(iii)

Remuneration & Commision to Relative of KMP - - - - -

Remuneration to Directors - - - - -

Rent Paid - - - - -

Balance Outstanding at the beginning of the Year - - - - -

Sales made - - - - -

Purchase made ' - - - - -

Balance Outstanding at Year End(Net) After payment - - - - -

27 Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker, in
deciding how to allocate resources and assessing performance. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. Based on the management approach as defined in Ind AS 108, the Chief Operating Decision Maker evaluates the Company’s performance based on only one segment i.e. Trading of
shares and Securities.

28 Fair Value Measurement (₹ in Lakhs)

31.03.2025
Particulars
FVTPL FVOCI Amortized Cost
Financial Assets
Investment
- Equity Instruments 1,02,200.00
Trade Receivables 347.65
Cash and Cash Equivalents 6.11
Bank Balance other than above
Loans to Body corporates 1,47,804.47
Other Financial Assets
Total Financial Assets 1,02,200.00 1,48,158.22
Financial Liabilities
Borrowings 2,50,000.00
Trade Payables 1.19
Other Financial Liabilities
Total Financial Liabilities - 2,50,001.19
 31.03.2024
Particulars
FVTPL FVOCI Amortized Cost
Financial Assets
Investment
- Equity Instruments 600.00
Trade Receivables 347.65
Cash and Cash Equivalents 80.86
Bank Balance other than above -
Loans to Body corporates 171.66
Other Financial Assets
Total Financial Assets 600.00 600.17
Financial Liabilities -
Borrowings 519.26
Trade Payables 326.72
Other Financial Liabilities
Total Financial Liabilities - - 845.98

29 Fair Values of Financial Assets and Financial Liabilities measured at Amortised Cost
29.1 The following is the comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are measured at amortized cost:
(₹ in Lakhs)
31.03.2025 31.03.2024
Particulars
Carrying Amount Fair Value Carrying Amount Fair Value
Financial Assets
Investments 1,02,200.00 1,02,200.00 600.00 600.00
Trade Receivables 347.65 347.65 347.65 347.65
Cash and Cash Equivalents 6.11 6.11 80.86 80.86
Bank Balance other than above - - - -
Loans to Body corporate 1,47,804.47 1,47,804.47 171.66 171.66
Other Financial Assets - - -
Total Financial Assets 2,50,358.22 2,50,358.22 1,200.17 1,200.17
Financial Liabilities
Borrowings 2,50,000.00 2,50,000.00 519.26 519.26
Trade Payables 1.19 1.19 326.72 326.72
Other Financial Liabilities - -
Total Financial Liabilities 2,50,001.19 2,50,001.19 845.98 845.98

The management assessed that the fair values of cash and cash equivalents, trade receivables, trade payables, current borrowings, current loans and otherfinancial assets &
29.2
liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments.
The management considers that the carrying amounts of Financial assets and Financial liabilities recognized at nominal cost/amortised cost in the Financial statements
29.3
approximate their fair values.
 Non current borrowings has been contracted at floating rates of interest, which are reset at short intervals. Fair value of floating interest rate borrowings approximates their
29.4
carrying value subject to adjustments made for transaction cost.

30 Financial Risk Management

Financial management of the Company has been receiving attention of the top management of the Company. The management considers finance as the lifeline of the
business and therefore, financial management is carried out meticulously on the basis of detailed management information systems and reports at periodical intervals
extending from daily reports to long-term plans. Importance is laid on liquidity and working capital management with a view to reduce over-dependence on borrowings and
reduction in interest cost. Various kinds of financial risks and their mitigation plans are as follows:
30.1 Credit Risk
The credit risk is the risk of financial loss arising from counter party failing to discharge anobligation. Thecredit riskis controlledby analysing credit limits and credit duration
for customers on continuous basis. Further, in order to manage the credit risk, the security deposits are obtained from customers where ever considered necessary.

On account of adoption of Ind AS 109, the Company uses an expected credit loss model to assess the impairment loss. The Company uses aprovision matrix to computethe
expected credit loss allowance for trade receivables.

30.2 Liquidity Risk

The Company determines its liquidity requirement in the short, medium and long term. This is done by drawing up cash forecast for short term and long term needs.

TheCompanymanageits liquidityriskin amannersoas tomeet its normal financialobligations withoutany significantdelay orstress. Suchrisk is managed throughensuring
operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has arranged for funding from banks and inter
corporate and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Surplus funds not immediately required are
invested in certain fixed deposits which provides flexibility to liquidate.
Maturity analysis for financial liabilities
The following are the remaining contractual maturities of financial liabilities as at 31st March 2025
(₹ in Lakhs)
31.03.2025
Particulars
On demand less than 12 month more than 12 month Total
Borrowings
Term loan from banks* -
Vehicle loan from banks* -
Working Capital loan from Bank - -
Covid Loan - -
Banks Overdraft - -
Unsecured Loans - 1,47,804.47 1,47,804.47
Trade payables -
Other financial liabilities -
Total - - 1,47,804.47 1,47,804.47
 (₹ in Lakhs)
31.03.2024
Particulars
On demand less than 12 month more than 12 month Total
Borrowings
Term loan from banks* -
Vehicle loan from banks* -
Working Capital loan from Bank - -
Covid Loan - -
Banks Overdraft - -
Unsecured Loans - 171.66 171.66
Trade payables -
Other financial liabilities -
Total - - 171.66 171.66
* represents actual unamortised contractual cash outflows.
Note: Theamountsaregrossand undiscounted, and includecontractual interestpaymentsand excludetheimpactofnettingagreements(ifany).Theinterestpayments on variable interestrate
loans in the tables above reflect market forward interest rates at the respective reporting dates and these amounts may change as market interest rates change. Except for these financial
liabilities, it is not expected that cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. When the amount payable is not fixed, the
amount disclosed has been determined with reference to conditions existing at the reporting date.

30.3 Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of Foreign Exchange Risk and
Interest Rate Risk.
Foreign Exchange Risk
Foreign ExchangeRiskisthe exposureof theCompany to the potential impact ofthe movementin foreign exchange rate.The Company does nothave anymaterial foreign currency exposureat
the balance sheet date.
Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates. The company’s exposure to the risk of changes in
market interest rate relates primarily to company’s borrowing with floating interest rates. The Company do not have any significant interest rate risk on its currentborrowing dueto theirshort
tenure.

The Company is also exposed to interest rate risk on surplus funds parked in loans. To manage such risks, such loans are granted for short durations with fixed interest rate in line with the
expected business requirements for such funds.

(a) Exposure to interest rate risk (₹ in Lakhs)

As at 31st March
Particulars As at 31st March 2025
2024

Non current Borrowing at floating rate -

TOTAL - -
 31 Capital Management

The Company objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under
control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic
investments. Sourcing of capital is done through judicious combination of equity/internal accruals and borrowings, both short term and long term. Net debt (total borrowings less cash and cash
equivalents) to equity ratio is used to monitor capital.

(₹ in Lakhs)
As at 31st March
Particulars As at 31st March 2025
2024
Total Debt 2,50,002.40 847.65

Cash & Cash Equivalent 6.11 80.86

Net Debt 2,49,996.30 766.79

Total Equity 697.99 694.54
Net Debt to Equity Ratio 358.16 1.10

32 DETAILS OF KEY FINANCIAL RATIOS

S. Current Previous
Ratio Numerator Denominator % Variance
No Period Period

1 Current ratio Current Assets Current Liabilities 104308.55 4.70 22,210.51

2 Debt-equity ratio Total Borrowings Equity

358.17 0.75 478.08

3 Debt service coverage ratio Profit after tax, Non Interest & Lease
cash operating Payments, Principal
expense, interest, Repayments 29.97 -7746.59 (1.00)
other
adjustment if any

Return on equity Average

4 Profit after tax 0.495% -4.266% (1.12)
ratio shareholder’s equity

Inventory turnover Revenue from

5 Average inventory 0.09 0.08 0.12
ratio operations

Revenue from
6 Trade receivables turnover ratio Average trade receivables 0.09 0.09 0.03
operations

Cost of goods sold &

7 Trade payables turnover ratio Purchase stock in Average trade payable 0.00 0.00 -
Trade

Revenue from Closing working

8 Net capitalturnover ratio 0.00 0.02 (0.99)
operations capital

“Revenue from
9 Net profit ratio Profit after tax 11.06% -110% (1.10)
operations”

Return on capital Profit before interest “Capital

10 0.00% -2.63% -100%
employed and tax employed”

Net gain/ (Loss) on

sale/ fair value
11 Return on investment Average investment 0.000 -0.001 -1.00
changes of
investment
33.0 ADDITIONAL REGULATORY REQUIREMENTS SCHEDULE III:
33.1 The Company do not have any Benami property, and does not have any proceeding initiated or pending for holding any Benami property under Benami Transactions (Prohibition) Act 1988, (45 of 1988).
33.2 The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
33.3 The Company have not traded or invested in crypto currency or virtual currency during the financial year.
33.4 The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
33.5 The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
33.6
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961”.
33.7 The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
33.8 The Company does not have any transactions with Companies which are struck off.

34 Previous year figures have been reclassified/regrouped to confirm the presentation requirements and the requirements laid down in Division-I of the Schedule-III of the Companies Act, 2013.

In terms of our attached report of even date

For M/S V R S K & Associates Tiaan Consumer Limited

Chartered Accountants

CA VINEET GUPTA GEETA DEVI BHARAT BHUSHAN AJAY KHANNA

Partner ( Director) (Managing Director) (CFO)

Membership No. 089823 DIN- 10313906 DIN- 00538006 PAN: APFPK3683R

Firm Registration No. 011199N Add: Farmana khas (113) Add: flat no 511, pocket- 6, Add: 3198/15 Gali no 1, 4th floor
rohtak haryana 124112 sector b/4, Narela, north west sangatrashan pahar ganj
Dated : 29-05-2025 Delhi 110040 new delhi 110055
Dated : 29-05-2025 Dated: 29-05-2025

Place : New Delhi

Dated : 29/05/2025
UDIN: 25089823BMIIVK7117
 Tiaan Consumer Limited

Registered Office: 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy Den Circle, Sa,
yajigunj, Vadodara, Vadodara, Gujarat, India, 390005

CIN: L66301GJ1992PLC017397

In case the cost of part of tangible asset is significant to the total cost of the assets
and useful life of that part is different from the remaining useful life of the asset,
depreciation has been provided on straight line method based on internal
assessment and independent technical evaluation carried out by external valuers,
which the management believes that the useful lives of the component best
represent the period over which it expects to use those components.

Category Useful life (Years)

Non-Factory Building (RCC Frame Structure) 30/60
Factory Building 30
Plant and machinery
Other than Continuous Process Plant 8/10/15/40
Computer equipment 3/5
Servers and networks 5
Furniture and Fixtures 5/10
Office equipment 5
Vehicles, Motor cycles, scooters 8
Others 8

Depreciation on additions (disposals) during the year is provided on a pro-rata basis i.e.,
from (up to) the date on which asset is ready for use (disposed of).

Depreciation method, useful lives and residual values are reviewed at each financial
year-end and adjusted if appropriate.

3.1.4. Disposal of Assets

An item of property, plant and equipment is derecognized upon disposal or when no

future economic benefits are expected to arise from the continued use of the asset. Any
gain or loss arising on the disposal or retirement of an item of property, plant and
equipment is determined as the difference between net disposal proceeds and the
carrying amount of the asset and is recognized in the statement of profit and loss.

3.1.5. Capital Work in Progress

Capital work-in-progress is stated at cost which includes expenses incurred during

construction period, interest on amount borrowed for acquisition of qualifying assets
and other expenses incurred in connection with project implementation in so far as such
expenses relate to the period prior to the commencement of commercial production.
 TIAAN CONSUMER LIMITED
CIN: L66301GJ1992PLC017397
Regd Office: 405, Patel Ahwamegh Complex, Jetalpur Road, Near
Dairy Den Circle, Sayajigunj, Vadodara, Gujarat- 390005
Corp Office: J-71, Lower Ground Floor, J- Block, Paryavaran
Complex, IGNOU Road, Neb Sarai, New Delhi-110062, Website:
www.tiaanstore.in
Email: [email protected] Mobile no. 8294697644

Notes to the Financial Statements for the year ended 31st March, 2025

4. CORPORATE AND GENERAL INFORMATION

Tiaan Consumer Ltd. is a Public Limited Company (The Company) having registered
office at 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy Den Circle,
Sayajigunj, Vadodara, Gujarat 390005. The Company is listed on the BSEI (Bombay
Stock Exchange of India Ltd.) The company is engaged in the business of investment,
financing, trading in shares and securities activities. We believe that we are well placed to
leverage on the growth opportunities in the economy.

5. BASIS OF ACCOUNTING

5.1. Statement of Compliance

These financial statements have been prepared in accordance with the Indian
Accounting Standards (“Ind AS”) as prescribed by Ministry of Corporate Affairs
pursuant to Section 133 of the Companies Act, 2013 (“the Act”), read with the
Companies (Indian Accounting Standards) Rules, 2015 (as amended), other
relevant provisions of the Act and other accounting principles generally accepted in
India including the guidelines issued by the Reserve Bank of India (RBI) as
applicable to an Non – Banking Finance Company (‘NBFC’).

5.2. Basis of Measurement

The Company maintains accounts on accrual basis following the historical cost
convention, except for followings:

5.2.4. All assets falling under Property Plant and Equipment (PPE) have been valued
at Cost Less Depreciation.
5.2.5. Certain Financial Assets and Liabilities is measured at Fair value/ Amortized
cost (refer accounting policy regarding financial instruments);
5.2.6. Defined Benefit Plans – Plan assets measured at fair value wherever
 applicable
5.3. Functional and Presentation Currency

The Financial Statements are presented in Indian Rupee (₹), which is the functional
currency of the Company and the currency of the primary economic environment in
which the Company operates. All amounts disclosed in financial statements and
notes have been rounded off to the nearest Lacs (with two places of decimal) as per
the requirements of Schedule III, unless otherwise stated.

5.4. Use of Estimates and Judgements

The preparation of financial statements in conformity with Ind AS requires
judgments, estimates and assumptions to be made that affect the reported amount of
assets and liabilities, disclosure of contingent liabilities on the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Difference between the actual results and estimates are recognized in the
period in which the results are known/ materialized.

5.5. Presentation of Financial Statements

The Balance Sheet and the Statement of Profit and Loss are prepared and presented
in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”).
The Statement of Cash Flows has been prepared and presented as per the
requirements of Ind AS 7 “Statement of Cash flows”. The disclosure requirements
with respect to items in the Balance Sheet and Statement of Profit and Loss, as
prescribed in the Schedule III to the Act, are presented by way of notes forming part
of the financial statements along with the other notes required to be disclosed under
the notified Indian Accounting Standards.

5.6. Operating Cycle for current and non-current classification

All assets and liabilities have been classified as current or non-current as per the
Company’s normal operating cycle and other criteria set out in the Schedule III to
the Companies Act, 2013 and Ind AS 1. The Company has ascertained its operating
cycle as twelve months for the purpose of current and non-current classification of
assets and liabilities.
5.6.4. An asset is classified as current when it is:
5.6.4.1.Expected to be realized or intended to sold or consumed in normal operating
cycle;
5.6.4.2.Held primarily for the purpose of trading;
5.6.4.3.Expected to be realized within twelve months after the reporting period; or
5.6.4.4.Cash or cash equivalent unless restricted from being exchanged or used to
settle a liability for at least twelve months after the reporting period.
All the other assets are classified as non-current.

5.6.5. A liability is current when:

5.6.5.1.It is expected to be settled in normal operating cycle;
5.6.5.2.It is held primarily for the purpose of trading;
5.6.5.3.It is due to be settled within twelve months after the reporting period; or
5.6.5.4.There is no unconditional right to defer the settlement of the liability for at
least twelve months after the reporting period.
 All the other liabilities are classified as non-current.

5.6.6. Deferred Tax Assets and Liabilities are classified as non-current assets and
liabilities respectively.

5.7. Measurement of Fair Values

A number of the Company’s accounting policies and disclosures require the
measurement of fair values, for both financial and non-financial assets and
liabilities.

5.7.4. Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
5.7.4.1.In the principal market for the asset or liability, or
5.7.4.2.In the absence of a principal market, in the most advantageous market for
the asset or liability.

The principal or the most advantageous market must be accessible by the

Company. The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest. A fair value
measurement of a non-financial asset takes into account a market participant’s
ability to generate economic benefits by using the asset in its highest and best use
or by selling it to another market participant that would use the asset in its highest
and best use.

5.7.5. The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, maximizing the use of relevant observable inputs and minimizing the
use of unobservable inputs.

5.7.6. All assets and liabilities for which fair value is measured or disclosed in the
financial statements are categorized within the fair value hierarchy, described
as follows, based on the input that is significant to the fair value measurement
as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical

assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly observable and

Level 3 — Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
6. ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the

financial statements are as given below. These accounting policies have been
applied consistently to all the periods presented in the financial statements.

6.1. Property, Plant and Equipment

6.1.4. Recognition and Measurement:

Property (Land and Building), plant and equipment held for use in the production
or/and supply of goods or services, or for administrative purposes is stated in the
balance sheet at Fair Market Value less any accumulated depreciation and
accumulated impairment losses (if any). Cost of an item of property, plant and
equipment acquired comprises its purchase price, including import duties and
non-refundable purchase taxes, after deducting any trade discounts and rebates,
any directly attributable costs of bringing the assets to its working condition and
location for its intended use and present value of any estimated cost of
dismantling and removing the item and restoring the site on which it is
located.

If significant parts of an item of property, plant and equipment have different

useful lives, then they are accounted for as separate items (major components)
of property, plant and equipment.

Profit or loss arising on the disposal of property, plant and equipment are
recognized in the Statement of Profit and Loss.

6.1.5. Subsequent Measurement:

Subsequent costs are included in the asset’s carrying amount, only when it is
probable that future economic benefits associated with the cost incurred will
flow to the Company and the cost of the item can be measured reliably. The
carrying amount of any component accounted for as a separate asset is
derecognized when replaced.

Major Inspection/ Repairs/ Overhauling expenses are recognized in the carrying

amount of the item of property, plant and equipment as a replacement if the
recognition criteria are satisfied. Any Unamortized part of the previously
recognized expenses of similar nature is derecognized.

6.1.6. Depreciation and Amortization:

Depreciation on Property, Plant & Equipment is provided on Straight Line

Method in terms of life span of assets prescribed in Schedule II of the
Companies Act, 2013 or as reassessed by the Company based on the technical
evaluation.

In case the cost of part of tangible asset is significant to the total cost of the
assets and useful life of that part is different from the remaining useful life of
 the asset, depreciation has been provided on straight line method based on
internal assessment and independent technical evaluation carried out by
external valuers, which the management believes that the useful lives of the
component best represent the period over which it expects to use those
components.

Category Useful life (Years)

Non-Factory Building (RCC Frame Structure) 30/60

Factory Building 30

Plant and machinery

Other than Continuous Process Plant 8/10/15/40

Computer equipment 3/5

Servers and networks 5

Furniture and Fixtures 5/10

Office equipment 5

Vehicles, Motor cycles, scooters 8

Others 8

Depreciation on additions (disposals) during the year is provided on a pro-rata

basis i.e., from (up to) the date on which asset is ready for use (disposed of).

Depreciation method, useful lives and residual values are reviewed at each
financial year-end and adjusted if appropriate.

6.1.7. Disposal of Assets

An item of property, plant and equipment is derecognized upon disposal or when

no future economic benefits are expected to arise from the continued use of the
asset. Any gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between net disposal proceeds
and the carrying amount of the asset and is recognized in the statement of profit
and loss.

6.1.8. Capital Work in Progress

Capital work-in-progress is stated at cost which includes expenses incurred during

construction period, interest on amount borrowed for acquisition of qualifying
assets and other expenses incurred in connection with project implementation in
so far as such expenses relate to the period prior to the commencement of
commercial production.

6.2. Leases

6.2.4. Determining whether an arrangement contains a lease

 The determination of whether an arrangement is (or contains) a lease is based on
the substance of the arrangement at the inception of the lease. The arrangement is,
or contains, a lease if fulfillment of the arrangement is dependent on the use of a
specific asset or assets and the arrangement conveys a right-of-use (ROU) for the
asset or assets, even if that right is not explicitly specified in an arrangement.

Ind AS 116 sets out the principles for the recognition, measurement, presentation
and disclosures of leases for both lessees and lessors. It introduced a single, on-
balance sheet accounting model for lessees.

The Company is lessee mainly in Land & Building (Factory and Offices). It
recognised all such arrangements as right-of-use (ROU) asset and lessee as
liability. The ROU is considered when company has all the right to drive
economic benefits from the use of underlying asset. The right-of-use (ROU) asset
is measured by discounting future lease payments to net present value (NPV). All
lease payments during reporting period are recognised either as operational lease
or financial lease as per Ind AS 116. However low value leases and leases below
12 months are treated as operating lease only.

6.2.5. Company as lessor

Finance Lease

Leases which effectively transfer to the lessee substantially all the risks
and benefits incidental to ownership of the leased item are classified and
accounted for as finance lease. Lease rental receipts are apportioned
between the finance income and capital repayment based on the implicit
rate of return. Contingent rents are recognized as revenue in the period in
which they are earned.

Operating Lease

Leases in which the Company does not transfer substantially all the risks
and rewards of ownership of an asset are classified as operating leases.
Rental income from operating leases is recognized on a straight-line basis
over the term of the relevant lease except where scheduled increase in rent
compensates the Company with expected inflationary costs.

6.2.6. Company as lessee

Finance Lease

Finance Leases, which effectively transfer to the lessee substantially all

the risks and benefits incidental to ownership of the leased item, are
capitalized at the lower of the fair value and present value of the
minimum lease payments at the inception of the lease term and disclosed as
leased assets. Lease Payments under such leases are apportioned between
the finance charges and reduction of the lease liability based on the implicit
rate of return. Finance charges are charged directly to the statement of profit
and loss. Lease management fees, legal charges and other initial direct
 costs are capitalized. If there is no reasonable certainty that the Company
will obtain the ownership by the end of lease term, capitalized leased
assets are depreciated over the shorter of the estimated useful life of the
asset or the lease term.

Operating Lease

Assets acquired on leases where a significant portion of risk and reward is

retained by the lessor are classified as operating leases. Lease rental are
charged to statement of profit and loss on a straight-line basis over the lease
term, except where scheduled increase in rent compensates the Company
with expected inflationary costs.

6.3. Inventories

Inventories are valued at the lower of cost and net realizable value (NRV). Cost is
measured by including, unless specifically mentioned below, cost of purchase and
other costs incurred in bringing the inventories to their present location and
condition. NRV is the estimated selling price in the ordinary course of business, less
estimated costs of completion and the estimated costs necessary to make the sale.
Cost is ascertained on weighted average basis for all inventories except for by
products and scrap materials which are valued at net realizable value.

6.4. Cash and Cash Equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand
and short-term deposits with an original maturity of three months or less, which are
subject to an insignificant risk of change in value.

For the purpose of the statement of cash flows, cash and cash equivalents includes
cash on hand, term deposits and other short-term highly liquid investments, net of
bank overdrafts as they are considered an integral part of the Company’s cash
management. Bank overdrafts are shown within short-term borrowings in the balance
sheet.

6.5. Income Tax

The income tax expense or credit for the period is the tax payable on the current
period’s taxable income based on the applicable income tax rate adjusted by changes
in deferred tax assets and liabilities attributable to temporary differences, unused tax
losses etc. Current and deferred tax is recognized in the statement of profit & loss,
except to the extent that it relates to items recognized in other comprehensive income
or directly in equity. In this case, the tax is also recognized in other comprehensive
income or directly in equity, respectively.

6.5.4. Current Tax: -

Current tax liabilities (or assets) for the current and prior periods are measured at the
amount expected to be paid to (recovered from) the taxation authorities using the tax
 rates (and tax laws) that have been enacted or substantively enacted, at the end of the
reporting period.

6.5.5. Minimum Alternate Tax (MAT) credit:-

MAT Credit is recognized as an asset only when and to the extent there is convincing
evidence that the company will pay normal income tax during the specified period. In
the year in which the Minimum Alternative tax (MAT) credit becomes eligible to be
recognized as an asset in accordance with the recommendations contained in guidance
note issued by the Institute of Chartered Accountants of India, the said asset is created
by way of a credit to the Statement of profit and loss and shown as MAT Credit
Entitlement. The Company reviews the same at each balance sheet date and writes
down the carrying amount of MAT Credit Entitlement to the extent there is no longer
convincing evidence to the effect that Company will pay normal Income Tax during
the specified period.

6.5.6. Deferred Tax: -

Deferred Tax assets and liabilities is measured at the tax rates that are expected to
apply to the period when the asset is realized or the liability is settled based on tax
rates (and tax laws) that have been enacted or substantively enacted by the end of the
reporting period.

Deferred tax is recognized in respect of temporary differences between the carrying

amounts of assets and liabilities for financial reporting purposes and the
corresponding amounts used for taxation purposes (i.e., tax base). Deferred tax is also
recognized for carry forward of unused tax losses and unused tax credits.

Deferred tax assets are recognized to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting
period. The Company reduces the carrying amount of a deferred tax asset to the extent
that it is no longer probable that sufficient taxable profit will be available to allow the
benefit of part or that entire deferred tax asset to be utilized. Any such reduction is
reversed to the extent that it becomes probable that sufficient taxable profit will be
available.

Deferred tax relating to items recognized outside the Statement of Profit and Loss is
recognized either in other comprehensive income or in equity. Deferred tax items are
recognized in correlation to the underlying transaction either in OCI or directly in
equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to
set off current tax assets against current tax liabilities and when they relate to income
taxes levied by the same taxation authority and the Company intends to settle its
current tax assets and liabilities on a net basis.

6.6. Revenue Recognition

 Revenue is recognized based to the extent it is probable that the economic
benefit will flow to the company and revenue can be reliably measured
regardless of when the payment is being made. Revenue is measured at the fair
value of the consideration received or receivable, taking into account
contractually defined terms of payment, and excludes taxes & duties collected
on behalf of the Government and is reduced for estimated customer returns,
rebates and other similar allowances.

6.6.4. Sale of Products:

The Company recognizes revenue when the amount of revenue can be reliably
measured, it is probable that future economic benefits will flow to the Company and
significant risk and reward incidental to sale of products is transferred to the buyer,
usually on delivery of the goods. Accruals for sales return, chargeback and other
allowances are provided at the point of sale based on the past experience.

6.6.5. Revenue from rendering of services:

Revenue from rendering of services is recognized on pro-rata basis over the

period of contract and when the performance of agreed contractual task has been
completed.

6.6.6. Other Income:

6.6.6.1. Interest Income: For all debt instruments measured either at amortized
cost or at fair value through other comprehensive income (FVTOCI),
interest income is recorded using the effective interest rate (EIR). EIR is
the rate that exactly discounts the estimated future cash receipts over the
expected life of the financial instrument or a shorter period, where
appropriate, to the gross carrying amount of the financial asset.

6.6.6.2. Other Income: Other items of income are accounted as and when the right
to receive such income arises and it is probable that the economic benefits
will flow to the company and the amount of income can be measured
reliably.

6.7. Employee Benefits

6.7.4. Short Term Benefits

Short term employee benefit obligations are measured on an undiscounted basis and
are expensed as the related services are provided. Liabilities for wages and salaries,
including non-monetary benefits that are expected to be settled wholly within twelve
months after the end of the period in which the employees render the related service
are recognized in respect of employees’ services up to the end of the reporting
period.
 6.7.5. Other Long-Term Employee Benefits

The liabilities for earned/privilege leave that are not expected to be settled
wholly within twelve months are measured as the present value of the expected
future payments to be made in respect of services provided by employees up to
the end of the reporting period using the projected unit credit method. The
benefits are discounted using the government securities (G-Sec) at the end of the
reporting period that have terms approximating to the terms of related
obligation. Remeasurement as the result of experience adjustment and changes
in actuarial assumptions are recognized in statement of profit and loss.

6.7.6. Post-Employment Benefits

The Company operates the following post-employment schemes:

6.7.7. Defined Contribution Plan

Defined contribution plans such as Provident Fund, Employee State Insurance

etc. are charged to the statement of profit and loss as and when incurred and
paid to Authority.

6.7.8. Defined Benefit Plans

6.7.8.1. The liability or asset recognized in the Balance Sheet in respect of

defined benefit plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of
plan assets. The Company’s net obligation in respect of defined
benefit plans is calculated separately for each plan by estimating the
amount of future benefit that employees have earned in the current
and prior periods. The defined benefit obligation is calculated
annually by Actuaries using the projected unit credit method.

6.7.8.2. The liability recognized for defined benefit plans is the present
value of the defined benefit obligation at the reporting date less the
fair value of plan assets, together with adjustments for unrecognized
actuarial gains or losses and past service costs. The net interest cost
is calculated by applying the discount rate to the net balance of the
defined benefit obligation and the fair value of plan assets. The
benefits are discounted using the government securities (G-Sec) at
the end of the reporting period that have terms approximating to the
terms of related obligation.

6.7.8.3. Remeasurement of the net defined benefit obligation, which

comprise actuarial gains and losses, the return on plan assets
(excluding interest) and the effect of the asset ceiling, are
recognized in other comprehensive income. Remeasurement
recognized in other comprehensive income is reflected immediately
in retained earnings and will not be reclassified to the statement of
profit and loss.

6.8. Foreign Currency Transactions

 6.8.4. Foreign currency (other than the functional currency) transactions are
translated into the functional currency using the spot rates of exchanges
at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies are translated at the functional
currency spot rate of exchanges at the reporting date.

6.8.5. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities are
generally recognized in profit or loss in the year in which they arise
except for exchange differences on foreign currency borrowings relating
to assets under construction for future productive use, which are included
in the cost of those qualifying assets. When they are regarded as an
adjustment to interest costs on those foreign currency borrowings, the
balance is presented in the Statement of Profit and Loss within finance
costs.

6.9. Borrowing Costs

6.9.4. Borrowing Costs consists of interest and other costs that an entity incurs in
connection with the borrowings of funds. Borrowing costs also includes
foreign exchange difference to the extent regarded as an adjustment to the
borrowing costs.

6.9.5. Borrowing costs directly attributable to the acquisition or construction of a

qualifying asset are capitalized as a part of the cost of that asset that
necessarily takes a substantial period of time to complete and prepare the asset
for its intended use or sale.

6.9.6. Transaction costs in respect of long-term borrowing are amortized over the
tenure of respective loans using Effective Interest Rate (EIR) method. All
other borrowing costs are recognized in the statement of profit and loss in the
period in which they are incurred.

6.10. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one
entity and a financial liability or equity instrument of another entity.

6.11. Financial Assets

6.11.4. Recognition and Initial Measurement:

6.11.4.1. All financial assets are initially recognized when the company
becomes a party to

the contractual provisions of the instruments. A financial asset is initially

measured at fair value plus, in the case of financial assets not recorded at
fair value through profit or loss, transaction costs that are attributable to the
acquisition of the financial asset.

6.11.5. Classification and Subsequent Measurement: For purposes of subsequent

measurement, financial assets are classified in four categories:

1. Measured at Amortized Cost;

2. Measured at Fair Value through Other Comprehensive Income

 (FVTOCI);

3. Measured at Fair Value through Profit or Loss (FVTPL); and

4. Equity Instruments designated at Fair Value through Other Comprehensive

Income (FVTOCI).

Financial assets are not reclassified subsequent to their initial recognition, except if and in
the period the Company changes its business model for managing financial assets.

6.12. Measured at Amortized Cost: A debt instrument is measured at the amortized cost
if both the following conditions are met:

1. The asset is held within a business model whose objective is achieved by both
collecting contractual cash flows; and

2. The contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest (SPPI) on the principal
amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized
cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortization is included in finance income in the statement of
profit or loss. The losses arising from impairment are recognized in the profit or loss. This
category generally applies to trade receivables, cash and bank balances, loans and other
financial assets of the company.

6.13. Measured at FVTOCI: A debt instrument is measured at the FVTOCI if both the
following conditions are met:

6.13.4. The objective of the business model is achieved by both collecting contractual
cash flows and selling the financial assets; and

6.13.5. The asset’s contractual cash flows represent SPPI.

6.14. Debt instruments meeting these criteria are measured initially at fair value plus
transaction costs. They are subsequently measured at fair value with any gains or
losses arising on remeasurement recognized in other comprehensive income,
except for impairment gains or losses and foreign exchange gains or losses. Interest
calculated using the effective interest method is recognized in the statement of
profit and loss in investment income.

6.15. Measured at FVTPL: FVTPL is a residual category for debt instruments. Any debt
instrument, which does not meet the criteria for categorization as at amortized cost
or as FVTOCI, is classified as FVTPL. In addition, the company may elect to
designate a debt instrument, which otherwise meets amortized cost or FVTOCI
criteria, as at FVTPL. Debt instruments included within the FVTPL category are
measured at fair value with all changes recognized in the statement of profit and
 loss. Equity instruments which are, held for trading are classified as at FVTPL.

6.16. Equity Instruments designated at FVTOCI: For equity instruments, which has not
been classified as FVTPL as above, the company may make an irrevocable election
to present in other comprehensive income subsequent changes in the fair value.
The company makes such election on an instrument-by-instrument basis. The
classification is made on initial recognition and is irrevocable. In case the company
decides to classify an equity instrument as at FVTOCI, then all fair value changes
on the instrument, excluding dividends, are recognized in the OCI. There is no
recycling of the amounts from OCI to P&L, even on sale of investment.

6.17. Derecognition:

The Company derecognizes a financial asset on trade date only when the contractual
rights to the cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another entity.

6.18. Impairment of Financial Assets:

The Company assesses at each date of balance sheet whether a financial asset or a group
of financial assets is impaired. Ind AS – 109 requires expected credit losses to be
measured through a loss allowance. The company recognizes impairment loss for trade
receivables that do not constitute a financing transaction using expected credit loss model,
which involves use of a provision matrix constructed on the basis of historical credit loss
experience. For all other financial assets, expected credit losses are measured at an
amount equal to the 12 month expected credit losses or at an amount equal to the life time
expected credit losses if the credit risk on the financial asset has increased significantly
since initial recognition.

6.19. Financial Liabilities

6.19.4. Recognition and Initial Measurement:

Financial liabilities are classified, at initial recognition, as at fair value through profit
or loss, loans and borrowings, payables or as derivatives, as appropriate. All financial
liabilities are recognized initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.

6.19.5. Subsequent Measurement:

Financial liabilities are measured subsequently at amortized cost or FVTPL. A

financial liability is classified as FVTPL if it is classified as held-for-trading, or it is a
derivative or it is designated as such on initial recognition. Financial liabilities at
FVTPL are measured at fair value and net gains and losses, including any interest
expense, are recognized in profit or loss. Other financial liabilities are subsequently
measured at amortized cost using the effective interest rate method. Interest expense
and foreign exchange gains and losses are recognized in profit or loss. Any gain or
loss on de-recognition is also recognized in profit or loss.
 6.19.6. Financial Guarantee Contracts:

Financial guarantee contracts issued by the company are those contracts that require a
payment to be made to reimburse the holder for a loss it incurs because the specified
debtor fails to make a payment when due in accordance with the terms of a debt
instrument. Financial guarantee contracts are recognized initially as a liability at fair
value, adjusted for transaction costs that are directly attributable to the issuance of the
guarantee. Subsequently, the liability is measured at the higher of the amount of loss
allowance determined as per impairment requirement of Ind AS 109 and the amount
recognized less cumulative amortization.

6.19.7. Derecognition:

A financial liability is derecognized when the obligation under the liability is

discharged or cancelled or expires.

6.19.8. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance
sheet when there is a legally enforceable right to offset the recognized amounts and
there is an intention to settle on a net basis or realize the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events
and must be enforceable in the normal course of business and in the event of default,
insolvency or bankruptcy of the counterparty.

6.20. Earnings Per Share

Basic Earnings per share (EPS) amounts are calculated by dividing the profit for the
year attributable to equity holders by the weighted average number of equities shares
outstanding during the year. Diluted EPS amounts are calculated by dividing the
profit attributable to equity holders adjusted for the effects of potential equity shares
by the weighted average number of equity shares outstanding during the year plus the
weighted average number of equity shares that would be issued on conversion of all
the dilutive potential equity shares into equity shares.

6.21. Impairment of Non-Financial Assets

The Company assesses, at each reporting date, whether there is an indication that an
asset may be impaired. An asset is treated as impaired when the carrying cost of the
asset exceeds its recoverable value being higher of value in use and net selling price.
Value in use is computed at net present value of cash flow expected over the balance
useful lives of the assets.

For the purpose of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are largely independent of
the cash inflows from other assets or group of assets (Cash Generating Units – CGU).
 An impairment loss is recognized as an expense in the Statement of Profit and Loss in
the year in which an asset is identified as impaired. The impairment loss recognized in
earlier accounting period is reversed if there has been an improvement in recoverable
amount.

6.22. Provisions, Contingent Liabilities and Contingent Assets

6.22.4. Provisions

Provisions are recognized when there is a present obligation (legal or constructive) as

a result of a past event and it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of the obligation. Provisions are determined by discounting the
expected future cash flows (representing the best estimate of the expenditure required
to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the
liability. The unwinding of the discount is recognized as finance cost.

6.22.5. Contingent Liabilities

Contingent liability is a possible obligation arising from past events and the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Company or a present
obligation that arises from past events but is not recognized because it is not possible
that an outflow of resources embodying economic benefit will be required to settle the
obligations or reliable estimate of the amount of the obligations cannot be made. The
Company discloses the existence of contingent liabilities in Other Notes to Financial
Statements.

6.22.6. Contingent Assets

Contingent assets usually arise from unplanned or other unexpected events that give
rise to the possibility of an inflow of economic benefits. Contingent Assets are not
recognized though are disclosed, where an inflow of economic benefits is probable.

6.22.7. Intangible Assets

6.22.7.1. Recognition and Measurement

Intangible assets are stated at cost on initial recognition and subsequently

measured at cost less accumulated amortization and accumulated impairment
loss, if any.

6.23. Amortization

6.23.4. Software’s are amortized over a period of three years.

6.23.5. The amortization period and the amortization method are reviewed at least at
 the end of each financial year. If the expected useful life of the assets is
significantly different from previous estimates, the amortization period is
changed accordingly.

6.24. Operating Segment

Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision maker. The chief operating decision maker of
the Company is responsible for allocating resources and assessing performance of the
operating segments and accordingly is identified as the chief operating decision
maker. The Company has identified one reportable segment only based on the
information reviewed by the CODM.

7. SIGNIFICANT JUDGEMENTS AND KEY SOURCES OF ESTIMATION IN

APPLYING ACCOUNTING POLICIES

7.1. Estimates and judgments are continually evaluated. They are based on historical
experience and other factors, including expectations of future events that may have
a financial impact on the Company and that are believed to be reasonable under the
circumstances. Information about Significant judgments and Key sources of
estimation made in applying accounting policies that have the most significant
effects on the amounts recognized in the financial statements is included in the
following notes:

7.2. Recognition of Deferred Tax Assets: The extent to which deferred tax assets can be
recognized is based on an assessment of the probability of the Company’s future
taxable income against which the deferred tax assets can be utilized. In addition,
significant judgment is required in assessing the impact of any legal or economic
limits.

7.3. Classification of Leases: The Company enters into leasing arrangements for
various assets. The classification of the leasing arrangement as a finance lease or
operating lease is based on an assessment of several factors, including, but not
limited to, transfer of ownership of leased asset at end of lease term, lessee’s option
to purchase and estimated certainty of exercise of such option, proportion of lease
term to the asset’s economic life, proportion of present value of minimum lease
payments to fair value of leased asset and extent of specialized nature of the leased
asset.
7.4.

7.5. Where the rate implicit in the lease is not readily available, an incremental
borrowing rate is applied. This incremental borrowing rate reflects the rate of
interest that the lessee would have to pay to borrow over a similar term, with a
similar security, the funds necessary to obtain an asset of a similar nature and value
to the right of-use asset in a similar economic environment. Determination of the
incremental borrowing rate requires estimation.

7.6. Defined Benefit Obligation (DBO): Employee benefit obligations are measured on
the basis of actuarial assumptions which include mortality and withdrawal rates as
well as assumptions concerning future developments in discount rates, medical cost
trends, anticipation of future salary increases and the inflation rate. The Company
considers that the assumptions used to measure its obligations are appropriate.
However, any changes in these assumptions may have a material impact on the
resulting calculations.

7.7. Provisions and Contingencies: The assessments undertaken in recognising

provisions and contingencies have been made in accordance with Indian
Accounting Standards (Ind AS) 37, ‘Provisions, Contingent Liabilities and
Contingent Assets’. The evaluation of the likelihood of the contingent events is
applied best judgment by management regarding the probability of exposure to
potential loss.

7.8. Impairment of Financial Assets: The Company reviews it carrying value of

investments carried at amortized cost annually, or more frequently when there is
indication of impairment. If recoverable amount is less than its carrying amount,
the impairment loss is accounted for.

7.9. Allowances for Doubtful Debts: The Company makes allowances for doubtful
debts through appropriate estimations of irrecoverable amount. The identification
of doubtful debts requires use of judgment and estimates. Where the expectation is
different from the original estimate, such difference will impact the carrying value
of the trade and other receivables and doubtful debts expenses in the period in
which such estimate has been changed.

7.10. Fair value measurement of financial Instruments: When the fair values of financial
assets and financial liabilities recorded in the balance sheet cannot be measured
 based on quoted prices in active markets, their fair value is measured using
valuation techniques including the Discounted Cash Flow model. The input to
these models are taken from observable markets where possible, but where this not
feasible, a degree of judgement is required in establishing fair values. Judgements
include considerations of inputs such as liquidity risk, credit risk and volatility.
Other Notes

7.11. Details of Crypto / Virtual Currency

7.12. There were no Transaction and Financial Dealing in Crypto / Virtual Currency
during the Financial Year 2024-25

7.13. There are no micro, Small and Medium Enterprises, to whom the Company owes
dues which outstanding for more than 45 days as at 31st March 2025. This
information as required to be disclosed under the micro, small and medium
Development Act, 2006 has been determined to the extent such parties have been
identified on the basis of information available with company.

7.14. The Note Referred to above form as an integral part of Balance Sheet.

For M/S V R S K &

Tiaan Consumer Limited
Associates
Chartered Accountants

CA VINEET GUPTA GEETA DEVI BHARAT BHUSHAN Ajay Khanna

Partner ( Director) (Managing Director) (CFO)
Membership No. 089823 DIN- 10313906 DIN- 00538006 PAN: APFPK3683R
3198/15 Gali no 1,
Farmana Khas (113) flat no 511, pocket- 6,
Firm Registration No. 4th floor sangatrashan
Rohtak Haryana sector b/4, Narela, north
011199N pahar ganj
124112 west Delhi 110040
new delhi 110055
Place : New Delhi Dated : 29/05/2025 Dated : 29/05/2025 Dated : 29/05/2025
Dated : 29/05/2025
UDIN:
25089823BMIIVK7117
 Annexure - III

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)
Form for disclosure of particulars of contracts/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 arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis:

Name(s) of the related party and nature of relationship Shanta Agencies Pvt. Ltd.

Nature of contracts/arrangements/transactions Borrowings

Duration of the contracts/arrangements/transactions NA

Salient terms of the contracts or arrangements or 5,20,00,00,000/-

transactions including the value, if any
Justification for entering into such contracts or arrangements (Mr. Bharat Bhushan is common
or transactions director).

Date(s) of approval by the Board 04.12.2024

Amount paid as advances, if any NA

Date on which the special resolution was passed in general 10.01.2025

meeting as required under first proviso to Section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Sl. Names of the related Nature of Duration of Salient terms Date of Amount
No. party and nature of contracts contracts of the approval paid as
relation-ship /arrangement /arrangeme contracts or by the advances
s nts arrangements Board, if if any
/transaction /transaction or any
transactions
including the
value
1 Shanta Agencies Borrowings 23 Trans. 5,20,00,00,000/- 07/12/2024 NIL
Pvt.Ltd.(Mr. Bharat
Bhushan is common
director)
 Annexure-IV

FORM NO. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
TIAAN CONSUMER LIMITED
(L66301GJ1992PLC017397)
405, Patel Ashwamegh Complex Jetalpur Road,
Near Dairy DenCircle, Sa, yajigunj, Vadodara, Gujarat-390005

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by TIAAN CONSUMER LIMITED. The Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the TIAAN CONSUMER LIMITED books, papers, minute books,
forms and returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the company has, during the audit period
covering the financial year ended on March 31, 2025 complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:

The company was under the Corporate Insolvency Resolution Process (CIRP) as per the
Hon’ble NCLT order dated October 11, 2023, and subsequently settled the CIRP pursuant to
the NCLT Settlement Order dated October 9, 2024.

I have examined the books, papers, minute books, forms and returns filed and other records
maintained by TIAAN CONSUMER LIMITED (“the Company”) for the financial year ended on
March 31, 2025 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and rule made thereunder;

 There is Violation of Provision of Section 203 of the Companies Act, 2013,

regarding appointment of a Company Secretary in the company;

 The company has failed to comply with Section 96 of the Companies Act,
2013, as it has not conducted the Annual General Meeting (AGM) within six
months from the end of the financial year, i.e., by 30th September 2024;

 The company has not complied with the provisions of Section 186(2) of the
Companies Act, 2013, as it has made investments amounting from ₹600
lakhs to ₹1, 02, 200 lakhs in unquoted equity instruments without obtaining
prior approval through a special resolution in a general meeting.
Additionally, the investment was not discussed or approved by the Board of
Directors in any of their meetings, resulting in a deviation from the
prescribed statutory and governance requirements and company is required
to get registered as per RBI Act, 1934.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):-

 The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;

 The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015;

There is a non-compliance of provision of Regulation 3(5) and 3(6) of

Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (SDD Structured digital database Software);
  The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 [Not Applicable in the period of Audit]

 The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 2021. [Not Applicable in the period of
Audit]

 The Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021. [Not Applicable in the period of Audit]

 The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

 The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2021. [Not Applicable in the period of Audit]

 The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.
[Not Applicable in the period of Audit]

I have also examined compliance with the applicable clauses of the following:
 Secretarial Standards issued by The Institute of Company Secretaries of India.
According to the Secretarial Standard 1, Notice of Board is not in compliance

 The Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirement) Regulations, 2015.

1. There is violation of Regulation 6 of SEBI (LODR) 2015 the Company

has not appoint a qualified company secretary as the compliance officer
and

The Bombay Stock Exchange has imposed a Penalty on the company for Non Compliance
of Regulation 6(1) of SEBI (LODR,) 2015 regarding the Non-compliance with requirement
to appoint a qualified company secretary as the compliance officer for the Quarter ended
31st December, 2024 & Quarter & Financial Year ended 31st March, 2025

 The Reserve Bank of India Act, 1934 and Guidelines applicable on the Company.
 The Company is classified as a Core Investment Company (CIC) and, as such, is required
to obtain registration in accordance with the provisions of the Reserve Bank of India Act,
1934.

I further state that:

 The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors and Non-Executive Directors as on March 31, 2025 except the
Appointment of Company Secretary in the company, The changes in the composition
of the Board of Directors that took place during the period under review were carried out
in compliance with the provisions of the Act.

 Proof of sending notice to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were not sent at least seven days in advance maintained by
the Company.

 On the basis of the Minutes of the Board Meeting, it is apparent that all the decisions are
carried through unanimous consensus and there were no dissenting members’ views.

 Based on review of compliances mechanism established by the Company and on the

basis of certificates issued by officers of the Company, we are of the opinion that the
management has adequate systems and processes commensurate with its sizes and
operations, except few mentioned above in this report, to monitor and ensure
compliance with applicable laws, rules and regulations and guidelines.

 The compliance by the Company of applicable financial laws, likes direct and indirect
tax laws and financial accounts, has not been reviewed in this Audit since the same has
been subject to review by statutory financial audit and designated professionals.

Sd/-
For Parul Agrawal & Associates
Company Secretaries

PCS Parul Agrawal

ACS No. 35968
C P No.: 22311
Peer Review No. 3397/2023
UDIN: A035968G000864312

Date: 24/07/2025
Place: Delhi

This report is to be read with our letter of even date which is annexed as Annexure “A” and forms an
integral part of this report.
 Annexure-A
To,
The Members,
TIAAN CONSUMER LIMITED
(L66301GJ1992PLC017397)
405, Patel Ashwamegh Complex Jetalpur Road,
Near Dairy DenCircle, Sa, yajigunj, Vadodara, Gujarat-390005

Subject: My Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company.

My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the content of the Secretarial records. The verification was
done on to ensure that correct facts are reflected in secretarial records. I believe that the
process and practice, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of
account of the Company.

4. Where ever required, I have obtained the Management Representation about the compliance
of Laws, rules, regulations and happening of events etc.

5. The compliance of provision of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of the management. My examination was limited to the
verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to future validity of the company nor
of the efficiency or effectiveness with which management has conducted the affairs of the
Company.

As per information and explanation provided to me and based on my verification of the Company’s
statutory registers, forms and returns filed and other records maintained by the Company as required
under the applicable provisions of the Companies Act, 2013 and Rules framed there under and also as
per the details available from the Company, its officers, agents and authorized representatives during
the process of verification of the contents of Secretarial Audit Report of the company , this certificate
is issued pursuant to the information furnished by the management of the Company. We hereby
disclaim any liability for any inaccuracies or misstatements provided to us, as the information
provided is solely based on representations made by the Company’s management. Accordingly, we
shall not be held liable for any consequences arising from the incorrect or misleading information
provided by the management.

For Parul Agrawal & Associates

Company Secretaries

Sd/-
PCS Parul Agrawal
ACS No. 35968
C P No.: 22311
Peer Review No. 3397/2023
UDIN: A035968G000864312

Date: 24/07/2025
Place: New Delhi
 CEO/CFO/MD CERTIFICATION

The Managing Director and Chief Financial Officer have certified, in terms of Part B of Schedule II
of the SEBI (LODR) Regulations, 2015 to the Board that the Financial Statements present a true and
fair view of the Company’s affairs and are in compliance with the existing accounting standards. The
said certification of the Financial Statements and the Cash Flow Statement for the financial year 2024-
25 is enclosed below.

I, Bharat Bhushan, Managing Director of the TIAAN CONSUMER LIMITED, to the best of my
knowledge and belief hereby certify that:

(a) We have reviewed the financial statements and the cash flow statements for the year ended
31.03.2024 and that the best of my knowledge and belief:

• These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading.

• These statements together present a true and fair view of the Company’s affairs and are in
compliance with existing Accounting Standards, applicable laws and regulations

(b) There are to the best of my knowledge and belief, no transactions have been entered into by the
company during the years that are fraudulent, illegal or violate the company’s Code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of internal control systems of the company pertaining to
financial reporting and that the same did not reveal any deficiencies;

(d) There were no significant changes in internal control over financial reporting during the period.

(e) There was no significant changes in accounting policies during the year; and

(f) There were no instances of significant fraud of which we have become aware having involvement
therein of the management or an employee having a significant role in Company’s internal control
system over financial reporting.

By order of Board of Directors of

Tiaan Consumer Limited

SD/-
Bharat Bhushan
Managing Director
DIN: 00538006

Date: 24/07/2025
Place: Delhi
 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTOR

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015).

To,
The Members,
TIAAN CONSUMER LIMITED
(L66301GJ1992PLC017397)
405, Patel Ashwamegh Complex Jetalpur Road,
Near Dairy DenCircle, Sa, yajigunj,
Vadodara, Gujarat, India, 390005

I have examined the relevant registers, records, forms, returns and disclosures received from the
Directors of Tiaan Consumer Limited having CIN L66301GJ1992PLC017397 and having
registered office at 405, Patel Ashwamegh Complex Jetalpur Road, Near Dairy DenCircle, Sa,
yajigunj, Vadodara, Vadodara, Gujarat, India, 390005 (hereinafter referred to as ‘the Company’),
produced before me by the Company for the purpose of issuing this Certificate, in accordance with
Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including
Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary
and explanations furnished to me by the Company & its officers,

I hereby certify that none of the Directors on the Board of the Company as stated below for the
Financial Year ending on 31st March, 2025 have been debarred or disqualified from being appointed
or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs or any such other Statutory.

Sr. No. Name of Director DIN Date of appointment in

Company

1 Mr. Bharat Bhushan 00538006 24/01/2025

2 Ms. Geeta Devi 10313906 11/12/2024

3 Mr. Narender 10413009 11/12/2024

4 Mr. Parmanand Chaubey 06793843 29/01/2025

5 Mr. Ajay Kumar 07015936 30/01/2025

Ensuring the eligibility for the appointment / continuity of every Director on the Board are the
responsibility of the management of the Company. Our responsibility is to express an opinion on
these based on our verification.
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency
or effectiveness with which the management has conducted the affairs of the Company.

Disclaimer: We have not been made available with details or clarification or non-applicability
certificate, with respect to debarment or disqualification pursuant to any order from civil or criminal
court and thus we are unable to conclude any opinion on attraction of disqualification by any such
order which have not been presented before us for reporting.

Sd/-
Parul Agrawal & Associates
(Company Secretary)
M. No.: A35968
C.P. No.: 22311
Peer Review Certificate No. 3397/2023
UDIN: A035968G000864391

Date: 24/07/2025
Place: New Delhi
 CERTIFICATE ON CORPORATE GOVERNANCE

To

The Board of Directors

Tiaan Consumer Limited
(L66301GJ1992PLC017397)
405, Patel Ashwamegh Complex Jetalpur Road,
Near Dairy DenCircle, Sa, yajigunj,
Vadodara, Gujarat, India, 390005

We have examined all relevant records of “Tiaan Consumer Limited” (‘the Company’) [CIN:
L66301GJ1992PLC017397] for the purpose of certifying of the conditions of Corporate
Governance under Regulation of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the financial year ended 31st March, 2025. We have
obtained all the information and explanations, which are to the best of our knowledge and
belief, were necessary for the purposes of certification.

The compliance of the condition of Corporate Governance is responsibility of the

management. Our Examination has been limited to a review of the procedure and
implementations thereof. This certificate is neither an assurance for the future viability of the
company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the company.

On the basis of our examination of the records produced explanations and information
furnished, we certify that the Company has not complied with the conditions of Corporate
Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirement)
Regulations’ 2015.

Sd/-
Parul Agrawal & Associates
(Company Secretary)
M. No.: A35968
C.P. No.: 22311
Peer Review Certificate No. 3397/2023
UDIN: A035968G000864323

Date: 24/07/2025
Place: New Delhi
INTERNAL AUDITOR REPORT FOR THE FINANCIAL YEAR 2024-2025
TIAAN CONSUMER LIMITED

To
The board of directors,
TIAAN CONSUMER LIMITED
J-71, Lower Ground Floor, J- Block,
Paryavaran Complex, IGNOU Road, Neb Sarai, New Delhi-110062

Opinion

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made
thereunder, we have conducted the Internal Audit of the business operations and internal
control systems of Tiaan Consumer Limited for the financial year ended 31st March 2025.
The audit was conducted in accordance with the accepted internal auditing standards and
practices.
1. Objective
The primary objective of the internal audit was to evaluate the adequacy, effectiveness, and
efficiency of the internal control systems and procedures to ensure compliance with
applicable laws, policies, and procedures.
2. Scope of Audit
The audit covered the following key areas:
Purchase and procurement process, Sales and revenue cycle, Inventory management,
Production records and wastage control, Statutory compliance (GST, TDS, PF, ESI, etc.),
Financial reporting and accounting controls, Fixed assets management, Debtors and creditors
management, Cash and bank transactions, Human resources and payroll.
3. Audit Observations & Findings
a. Procurement & Inventory:
Purchase procedures are generally in compliance with internal policy. However, instances of
delays in recording inward stock were noted.
Recommendation: Strengthen timelines for inventory updates.
b. Sales & Revenue:
All sales are duly invoiced and accounted.
Credit control mechanisms are in place but need to be more robust to reduce receivables
aging beyond 90 days.
c. Statutory Compliance:
Company is largely compliant with all major statutory requirements.
Minor delays in monthly TDS deposit were observed during the second quarter.
d. Fixed Assets:
Asset register is maintained properly.
Need to implement physical verification policy at least once a year.
e. HR & Payroll:
Salary disbursements and PF/ESI deductions are proper. Documentation for new joinees
needs improvement.
f. Cash & Bank:
No irregularities found. Monthly bank reconciliations are timely and accurately done.
4. Internal Controls
The internal control systems in place are satisfactory and generally effective in mitigating key
risks. However, certain areas require improvements to ensure continued compliance and
operational efficiency.
5. Recommendations
Implementation of inventory management software for real-time updates. Strengthening
follow-up on outstanding receivables. Regular training for accounts and compliance staff on
statutory updates. Annual physical verification of fixed assets. Introducing standard operating
procedures (SOPs) for onboarding and exit of employees.
6. Conclusion
Based on our review, the internal control systems of Tiaan Consumer Limited. are found to
be reasonably adequate and effective. Timely action on the above recommendations will
further enhance the efficiency and compliance culture within the organization.

We thank the management and staff for their cooperation during the audit.

Sd/
Internal Auditor
Mr. Mukesh Sah
DIN: 06932489

New Delhi
Date:24/07/2025
 DECLARATION BY THE MANAGING DIRECTOR
[Pursuant to Regulation 26(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015]

As required by the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, I affirm that Board Members and the Senior
Management Personnel have confirmed compliance with the Code of Conduct, as applicable
to them, for the year ended March 31, 2025.

By order of Board of Directors of

Tiaan Consumer Limited

SD/-
Bharat Bhushan
Managing Director
DIN: 00538006

Date: 24/07/2025
Place: Delhi
 Corporate Governance Report
As required under Regulation 27(2) of the SEBI ((Listing Obligations and Disclosures
requirements) Regulations, 2015

INTRODUCTION:

Corporate governance is a term that refers broadly to the rules, processes, or laws by which
businesses are operated, regulated, and controlled. The term can refer to internal factors defined
by the officers, stockholders or constitution of a corporation, as well as to external forces such
as consumer groups, clients, and government regulations. The Corporate Governance is a key
element in enhancing investor confidence, promoting competitiveness and ultimately improving
economic growth.

The objective of Corporate Governance is “Enhancement of long term shareholders value and
ensuring the protection of rights of the shareholders” and your company reiterates its
commitment to good Corporate Governance.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

Company’s Philosophy on Corporate Governance Effective corporate governance practices

constitute the cornerstone of enduring and successful businesses. The Company’s commitment
to corporate governance guides its business decisions while ensuring financial responsibility,
ethical conduct, and fairness to all stakeholders including employees, customers, investors,
regulators, suppliers and the society at large.

Strong leadership and effective corporate governance practices have been integral to the
Company, aligned with the Tiaan culture and ethos. The Company adheres to the Tiaan group
philosophy of building sustainable, community focused businesses that demonstrate deep
respect for the environment. As part of the Tiaan group, known for its commitment to
sustainability, the Company has inherited a strong tradition of ethical and transparent
governance, in accordance with the Tiaan Code of Conduct (“TCoC”).

The Company has adopted the TCoC for its employees including the Chief Executive Officer
and Managing Director and the Executive Directors. In addition, the Company has adopted a
Code of Conduct for its non-executive directors which includes Code of Conduct for
Independent Directors which aligns with the responsibilities outlined in the Companies Act,
2013 (“the Act”).

The Company’s corporate governance framework is further supported by the Tiaan Business
Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of
Corporate Disclosure Practices (“Insider Trading Code”). Further, an Information Security
Policy is also in place to ensure responsible use of IT resources.

The Company fully complies with the corporate governance requirements stipulated under
Regulations 17 to 27 read with Schedule V and clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as applicable.

The Board structure and the various committees that constitute the governance structure of the
organization are covered in detail in this report.
1. BOARD OF DIRECTORS

The Board of Directors in the Company has been constituted in a manner which ensures appropriate
combination of Executive Directors and Non-executive Directors, and having proper mix of non- independent
and independent directors to ensure proper governance and management. The Board members have collective
experience in diverse fields.

Currently, the Board of Directors (Board) consists of one executive director and three non-executive directors
all of them are Independent Director of the Company. As per the requirement of companies Act, 2013 and
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (SEBI
Listing Regulations), The Independent Directors constitute fifty percent of the total Board composition with
three out of Four directors on the Board of the Company being independent director. All the three Independent
directors are also non-executive Directors of the company.

The Board of Company consists of Four (4) Directors with a fair representation of executive, non- executive,
independent directors and women director.

The composition and category of Board of Directors as on 31st March 2025 as follows:

Name of Director Designation No of Board No of Board Attended of

Meetings held Meetings held Last AGM
during the during the Year
Year Held Attended

Mr. Raghav Gujral* Managing 7 7 Yes

Director
Mr. Munesh Kumar** Director 7 7 Yes

Director 4 4 Yes
Mr. Sanchit Malhotra ***
Ms. Iroda Alloyorovna Woman 4 4 Yes
Ochilova**** Director
Mr. Narender Director 6 6 Yes

Mr. Bharat Bhushan Managing 4 4 No

Director
Mr. Parmanand Director 3 3 No
Chaubey*****
Mr. Ajay Kumar ****** Director 3 3 No

Ms. Geeta Devi Woman 6 6 No

Director

None of the Directors on the Board held directorship in more than seven listed companies. Further, the
Executive director of the Company, do not serve as an Independent director in any listed company as mentioned
in regulation 17A (2) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 (SEBI Listing Regulations).

None of the directors on the Board is a member of more than ten committees or chairperson of more than five
committees across all Public Limited companies in which he/ she is a director. In computing the said number
only Audit Committee and Stakeholders Committee, have been considered.
Further, none of the Independent Directors on the Board is serving as an Independent Director in more than
seven listed companies or a whole-time director/MD in any listed entity.

None of the Non-executive Director had any pecuniary relationship with or entered any pecuniary transactions
with the Company, during the financial year 2024-25.

The Board of Directors of the Company do hereby confirm that in their opinion that all Independent Directors of
the Company fulfill the conditions specified in SEBI LODR Regulations 2015 and are Independent of
management of the Company.

Woman Directors

The Company, in compliance of the provisions of Section 149 read with Rule 3 of the Companies (Appointment
and Qualifications of Directors), 2014 has a Non-executive & Independent Woman Directors on the Board,
which is Mrs. Geeta Devi, Woman Directors who was appointed as an Woman Director. The Company doesn’t
fall under the category of top 1000 listed companies (as per the market capitalization of preceding year),
therefore provision of Regulation 17(1)(a) of SEBI (Listing Obligations and Disclosures Requirements),
Regulations, 2015 does not apply to the company and there is no mandatorily required to appoint one women
independent director.

Meeting of Board of Directors:

The Board of Directors duly met Ten (10) times during the financial year 2024-25. 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 SEBI
(Listing Obligations and Disclosures requirements) Regulations, 2015/ Companies Act, 2013.

The composition of the Board of Directors, their attendance at Board Meetings is as under:

Name of Director Designation No of Board No of Board Attended of

Meetings held Meetings held Last AGM
during the during the Year
Year Held Attended

Mr. Raghav Gujral* Managing 7 7 Yes

Director
Mr. Munesh Kumar** Director 7 7 Yes

Director 4 4 Yes
Mr. Sanchit Malhotra ***
Ms. Iroda Alloyorovna Woman 4 4 Yes
Ochilova**** Director
Mr. Narender Director 6 6 Yes

Mr. Bharat Bhushan Managing 4 4 No

Director
Mr. Parmanand Director 3 3 No
Chaubey*****
Mr. Ajay Kumar ****** Director 3 3 No

Ms. Geeta Devi Woman 6 6 No

Director
 *Mr. Ajay Kumar, Non-Independent Director of the company has resigned from their directorship
of the company with effect from 26/04/2025.
**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
*****Mr. Iroda Alloyorovna Ochilova, Non- Independent Director of the company has resigned
from their directorship of the company with effect from 11/12/2024

a) Information provided to the Board:

The Board of the Company is presented with all information under the following heads, whenever applicable
and materially significant. These are surmised either as part of the agenda will in advance of the Board Meetings
or are tabled in the course of the Board Meetings. This, inter-alia, include:

 Annual operating plans of businesses, capital budgets, updates.

 Quarterly results of the Company and its operating divisions or business segments.
 Information on recruitment and remuneration of senior officers just below the Board level,
including appointment or removal of Chief Financial Officer and the Company Secretary.
 Materially important litigations, show cause, demand, prosecution and penalty notices.
 Fatal or serious accidents.
 Any material default in financial obligations to and by the Company or substantial non- payment
for services rendered by the Company.
 Details of any joint venture or collaboration agreement or new client win.
 Any issue, which involves possible public liability claims of substantial nature, including any
judgment or order, which, may have passed strictures on the conduct of the company or taken an
adverse view regarding another enterprise that can have negative implications on the Company.
 Transactions had involved substantial payments towards good-will, brand equity, or intellectual
property.
 Significant development in the human resources front.
 Sale of material, nature of investments, subsidiaries, assets which is not in the normal course of
business.
 Quarterly details of foreign exchange exposure and the steps taken by management to limit the
risks of adverse exchange rate movement.
 Quarterly update on the return from deployment of surplus funds.
 Non-compliance of any regulatory or statutory provisions or listing requirements as well as
shareholder services as non-payment of dividend and delays in share transfer.
 Significant labor problems and their proposed solutions. Any significant development in Human
Resources /Industrial Relations front like signing of wage agreement, implementation of
Voluntary Retirement Schemed.
 Company has the policy for the familiarization programmer for Independent Director, which is
available on Company’s website.

b) Meeting of Independent Directors:

In compliance with the requirements set out in Schedule IV to the Companies Act, 2013 read with
the SEBI (LODR) Regulations, 2015 and Secretarial Standard on Board Meeting (SS-1) a separate
 meeting of Independent Directors of the Company was held on February 13, 2025 during the
financial year 2024-25.

The meeting shall:

 Review the performance of non-independent directors and the Board as awhile;

 Review the performance of Chairperson of the company, taking into account the views of
Executive Directors and Non-Executive Directors and;
 Assess 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.

c) Confirmation Regarding Independent Directors:

The Board of Directors of the Company do hereby confirm that in their opinion that all Independent
Directors of the Company full-fill the conditions specified in SEBI LODR Regulations 2015 and are
Independent of management of the Company.

d) Code of Conduct:

In order to adopt Corporate Governance practice in its true spirit, the Company has adopted a “Code
of Conduct” for its employees including Managing/Executive Director and senior management. In
addition, the Company has also adopted a Code of Conduct for its Non- Executive Directors, which
includes duties of the Independent Directors as laid down in the Companies Act, 2013 (the “Act”).
These codes are available on the website of the Company. Further, the Company’s Corporate
Governance philosophy has been strengthened through the “Code of Conduct for Prevention of
Insider Trading and Code of Corporate Disclosure Practices”.

(i) Code of Conduct and Ethics

The Company has laid down a Code of Conduct for all Board members and Senior Management
Personnel of the Company, which also includes the duties and responsibilities of both Executive and
Non-Executive directors as laid down under in the Companies Act, 2013 and SEBI Regulations. The
Code of Conduct is available on the website of the Company.

None of the Non-Executive Directors has any other material pecuniary relationship or transactions
with the Company, its Promoters or Directors, its Senior Management or its Subsidiaries.

All Board members and Senior Management Personnel have affirmed compliance with the Code of
Conduct applicable to them, for the Financial Year 2024-25. A declaration signed by the Bharat
Bhushan Managing Director and Mr. Ajay Khanna, Chief Financial Officer of the Company, to this
effect, appears at the end of this Report.

(ii) Code of Conduct for Prevention of Insider Trading

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the Board of Directors of the Company has
adopted Code of Conduct for prevention of Insider Trading and the Code of Corporate Disclosure
Practices (Insider Trading Code).

All the Directors, Employees of the Company and their immediate relatives and other connected
persons who could have access to the Unpublished Price Sensitive Information of the Company, are
governed under this Insider Trading Code.
1. COMMITTEES OF THE BOARD:

The Board has various committees which act in accordance with the terms of reference determined
by the Board. Meetings of each of these Committees are convened by the respective Chairman.
Matters requiring Board’s attention/approval are placed before the Board. The role, the composition
of these Committees including the number of meetings held during the financial year and the related
attendance details are provided below. The Board has Three Committees namely:

Audit Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee

A. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in compliance with provisions of Regulation 18
of SEBI Listing Regulations 2015 and Section 177 of the Companies Act 2013 and as on March 31,
2025 comprised of three members namely, Mr. Narendra as the Chairperson along with, Mrs. Geeta
Devi and Mr. Parmanand Chaubey as the other members. Mrs. Geeta Devi and Mr. Narendra are
Non-Executive Independent Directors and Mr. Parmanand Chaubey is a Non-Executive & Non
Independent Director. The Secretary of the Company also acts as Secretary of the Audit Committee.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the
management’s financial reporting progress with a view to ensuring accurate timely and proper
disclosures and transparency, integrity and quality of financial reporting. The Committee oversees
the work carried out by the management, internal auditors on the financial reporting process and the
safeguards employed by them.

All the members are financially literate and having expertise in the fields of finance, accounting,
development, strategy and management.

2 Brief description of the terms of reference:

In terms of Section 177 of the Companies Act, 2013 and Regulation 18 (3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, read
with Part-C of Schedule II of the Regulations the role of Audit Committee, inter-alia includes the
following:

 Overview of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statements reflect a true and fair position.
 Recommending the appointment, re-appointment and removal of external auditors, fixation of
audit fee and also approval for payment for any other services.
 Reviewing the financial statements and auditor’s report, including quarterly/ half yearly
financial information thereon before submission to the board for approval.
 Reviewing with management the annual financial statements and auditor’s report before
submission to the Board, focusing primarily on:

 Any changes in accounting policies and practices;

 Major accounting entries based on exercise of judgment by management;
 Qualifications in draft audit report;
 Significant adjustments arising out of audit;
 Compliance with accounting standard;
 Compliance with stock exchange and legal requirements concerning financial
statements;
 Any related party transactions as per Accounting Standard 18.
 Reviewing the Company’s financial and risk management policies.
  Disclosure of contingent liabilities.
 Reviewing with the management, external and internal auditors and the adequacy of
internal control systems.
 Discussion with internal auditors of any significant findings and follow-up thereon.
 Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board.
 Looking into the reasons for substantial defaults in payments to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors.
 Reviewing compliances as regards the Company’s Whistle Blower Policy.

 Reviewing, with the management, the statement of uses/ application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of fund utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this matter.
 Reviewing and monitoring the auditor’s independence and performance, and effectiveness of
audit process.
 Approval or any subsequent modification of transactions of the Company with related parties.
 scrutiny of inter-corporate loans and investments
 Valuation of undertakings or assets of the Company, wherever it is necessary.
 Evaluation of internal financial controls and risk management systems.
 Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems.
 Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
 Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
 Approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate.
 Reviewing the utilization of loans and/ or advances from/investment by the Company in the
subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is
lower including existing loans / advances/ investments existing as on the date of coming into
force of this provision.
 Consider and comment on rationale, cost-benefits and impacts of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.
 Carrying out any other function as is mentioned in the terms of reference of the audit
committee.
 The Audit Committee is entrusted with the responsibility to supervise the Company’s internal
control and financial reporting process.

 Mandatory review of following information:

Management discussion and analysis of financial condition and results of operations;

Statement of significant related party transactions, submitted by management;
Management letters/ letters of internal control weaknesses issued by Statutory Auditors
Internal Audit reports related to internal control weaknesses; and:
Appointment, removal and terms of remuneration of Internal Auditor
 Statement of deviations in accordance with regulation 32.

3 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 Members
entitled to attend 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

The Finance Head and Auditors will be attending the meeting by Invitation. The Chairman of the
Audit Committee will be present at the 33rd Annual General Meeting of the Company which is
scheduled to be held on Wednesday, August 20th 2025.

The Board of Directors of the Company had accepted all recommendations of the committee which
are mandatorily required, during the Financial Year 2024-25.

Powers of Audit Committee:

The audit committee shall have the following powers, which includes the following:

 To investigate any activity within its terms of reference.

 To seek information from any employee.
 To obtain outside legal or other professional advice.
 To secure attendance of outsiders with relevant with relevant expertise, if it considers necessary.
4 Review of Information by Audit committee:

The Audit Committee shall mandatorily review the following information:

 Management Discussion and analysis of financial condition and results of operations;

 Statement of related party transactions (As defined by Audit Committee), submitted by
Management;
 Management letters / letters of internal control weakness issued by the statutory auditors;
 Internal audit reports relating to internal control weaknesses; and
 The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be
subject to review by the Audit Committee.
 B. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee is constituted in compliance with the requirements of
Regulation 19 of SEBI Listing Regulations and Section 178 of the Companies Act, 2013 and as on
March 31, 2025 comprised of all the three Non-Executive Independent Directors as its members
namely Mr. Narendra as the Chairperson along with, Mrs. Geeta Devi and Mr. Parmanand
Chaubey as the other members. Mrs. Geeta Devi and Mr. Narendra are Non-Executive
Independent Directors and Mr. Parmanand Chaubey is a Non-Executive & Non Independent
Director of the committee.

The terms of reference of Nomination & Remuneration Committee, inter-alia, include:

o to recommend to the Board, compensation terms of the Executive Directors;

o formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to, the remuneration of
the directors, key managerial personnel and other employees;
o for appointment of Independent Director(s), evaluate the balance of skills, knowledge and
experience on the board and on basis of such evaluation, prepare a description of the role and
capabilities required of an Independent Director.
o devising a policy on diversity of board of directors;
o identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board of
directors their appointment and removal;
o Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors and other pertinent
factors.
o Recommend to the board, all remuneration, in whatever form, payable to the senior
management.

5 Scope of the Committee:

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining
the Companies policy on and approve specific remuneration packages for executive director (s)/
under the Companies Act,2013 after taking in to account the financial position of the Company,
trend in the industry, appointees qualification, experience, past performance, interest of the
Company and members.

6 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.ewww.tiaanstore.in

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the Listing
Regulations, the Annual Performance Evaluation was carried out for the Financial Year 2024-25 by
the Board in respect of its own performance, the Directors individually as well as the evaluation of
the working of its Audit, Nomination and Remuneration, Stakeholders’ Relationship and Corporate
Social Responsibility Committees.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure,
and time schedule for the Performance Evaluation process for the Board, its Committees and
Directors. The criteria for Board Evaluation include inter-alia, structure of the Board, qualifications,
experience and competency of Directors, diversity in Board and process of appointment; Meetings of
the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes
and dissemination of information; functions of the Board, including strategy and performance
evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance
redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board
evaluation and facilitating Independent Directors to perform their role effectively; evaluation of
Management’s performance and feedback, independence of management from the Board, access of
Board and Management to each other, succession plan and professional development; degree of
fulfilment of key responsibilities, establishment and delineation of responsibilities to Committees,
effectiveness of Board processes, information and functioning and quality of relationship between
the Board and management.

Criteria for evaluation of individual Directors include aspects such as professional qualifications,
prior experience, especially experience relevant to the Company, knowledge and competency,
fulfilment of functions, ability to function as a team, initiative, availability and attendance,
commitment, contribution, integrity, independence, and guidance/ support to Management outside
Board/ Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role,
including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep
shareholders’ interests in mind and effectiveness as Chairman.

Criteria for evaluation of the Committees of the Board include mandate of the Committee and
composition; effectiveness of the Committee; structure of the Committee; regularity and frequency
of meetings, Agenda, discussion and dissent, recording of minutes and dissemination of information;
independence of the Committee from the Board; contribution to decisions of the Board; effectiveness
of meetings and quality of relationship of the Committee with the Board and Management. A
structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of specific
duties, obligations and governance was prepared after taking into consideration the Guidance note
issued by SEBI vide circular no. CMD/CIR/P/2017/004 dated 05.01.2017.

The performance of the Independent Directors was also reviewed and evaluated by the entire Board
and in such exercise, the director concerned whose performance was being evaluated, did not
 participate. The criteria used for evaluation were, the performance of each director as evidenced by
the level of participation in the affairs of the Company, gauged by the inputs/ suggestions received
from such a director and as to whether the concerned director fulfilled each of the criteria for
independence, laid down in law.

Towards the evaluation of performance questionnaires were circulated and individual feedback
meetings were held with various directors, committee members and the Chairman, all of which were
compiled into detailed reports at the end of the financial year, the consolidated report being once
again finally discussed and reviewed and thereupon documented and preserved in records.

Remuneration Policy:

Remuneration policy of the Company is designed to create a high-performance culture. It enables the
Company to attract, retain and motivate employees to achieve results.

In terms of the provisions of Section 178(3) of the Act and Regulation 19(4) read with Part D of
Schedule II to the SEBI Regulations, the Committee is responsible for inter alia formulating the
criteria for determining qualification, positive attributes and independence of a Director. The
Committee is also responsible for recommending to the Board a policy relating to the remuneration
of the Directors, Key Managerial Personnel and other employees. The Board has adopted the Policy
on Board Diversity & Director Attributes and Remuneration Policy for Directors, Key Managerial
Personnel and other senior employees of the Company. Company’s remuneration policy is market-
led and takes into account the competitive circumstances of the business so as to attract and retain
quality talent and leverage performance significantly. However while fixing the remuneration for its
key managerial personnel and other senior management personnel, care is taken to ensure that the
financial prudence is not compromised with and that a reasonable parity commensurate with the level
of responsibility and quantum of work handled, is maintained between the remuneration of personnel
at different hierarchical level.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Board is constituted in terms of Regulation 20 of

SEBI Listing Regulations and Section 178 of the Companies Act, 2013 and as on March 31, 2025
comprised of Mr. Parmanand Chaubey as a Chairperson along with Ms. Geeta Devi and Mr.
Narender as the other two members. Ms. Geeta Devi and Mr. Narender is a Non- Executive
Independent Director of the Company. Parmanand Chaubey are the Non-Executive & Non
independent Director of the Company. During the Year One Times Stakeholders’ Relationship
Committee Meetings were convened and held.

Terms of reference:
The terms of reference of the Stakeholders Relationship Committee (SRC) covers the areas
mentioned in Section 178 (5) of the Act and Regulation 20 read with Part D (B) of Schedule II to
the Listing Regulations. The terms of reference of the Stakeholders Relationship Committee, inter-
alia are as follows;

(a) Resolving the grievances of the security holders of the Company including complaints related to
transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/ duplicate certificates, general meetings etc.

(b) Review of measures taken for effective exercise of voting rights by shareholders.

(c) Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent.
 (d) Review of the various measures and initiatives taken by the Company for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory
notices by the shareholders of the company.

The Committee in order to meaningfully serve the purpose of its creation and effectively discharge
its responsibility works in close coordination with the Company Secretarial Department of the
Company and the Registrar and Transfer Agent appointed by the Company. The emphasis is always
on working in closely with each other so that not only the investor grievances are resolved
meaningfully and in time, to their utmost satisfaction, but also that suitable measures are taken to
prevent the possibility of recurrence of such grievances.

Additionally, the Committee has been vested with the responsibility of approving the requests for
share transfers and transmissions, requests pertaining to dematerialization of
shares/subdivision/consolidation of shares/issue of renewed and duplicate certificates etc. for which
purpose the authority at the basic operational level has been delegated by the Committee to Mr
Tushar Rai Sharma, the Chairman of the Committee.

The Stakeholders’ Relationship Committee comprises three members of which two including
Chairman of the Committee are Independent Director. During the Year (1) Stakeholders’
Relationship Committee Meetings were convened and held.

7 Scope of the Committee:

The scope of the Shareholders Grievance Committee is to review and address the grievance of the
shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of
dividend etc, and other related activities. In addition, the Committee also looks into matters which
can facilitate better investor’s services and relations.

8 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

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

Compliance Officer

Name of the Compliance Officer Bharat Bhushan

Contact Details REGISTERED OFFICE
405, Patel Ashwamegh Complex Jetalpur Road, Near
Dairy Den Circle, Sa, yajigunj, Vadodara, Vadodara,
Gujarat, India, 390005
CORPORATE OFFICE
J-71, Lower Ground floor, J- Block Paryavaran complex,
Ignou road, Neb sara, i, New Delhi, Delhi, India, 110062
E- Mail ID [email protected]

Complaint/Investor Grievances:

During the year, The Company has not received any complaint from shareholder/investor on
the basis of SEBI Score records.
 MANAGEMENT:

9 Disclosure of material transactions

Pursuant to Regulation of the SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015, senior management members have given disclosures to the Board that there
are no material, financial and commercial transactions where they had (or were deemed to have
had) personal interest that might have been in potential conflict with the interest of the
Company.

Details on materially significant related party transactions

All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval
of the Audit Committee is obtained on a yearly basis for the transactions which are repetitive in
nature. The actual transactions entered into pursuant to the omnibus approval so granted are
placed at quarterly meetings of the Audit Committee.

The policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company’s website.

Details of non-compliance, penalties etc. imposed by Stock Exchange, SEBI etc. on any
matter related to capital markets:

There has been no instance of any non-compliance by the Company on any matter related to
capital markets or any other statute and hence, of any penalties or strictures being imposed on
the Company by SEBI or the Stock Exchanges or any other statutory authorities on any such
matters.

Whistle Blower Policy and affirmation that no personnel has been denied access to
the Audit Committee:

The Company has in place a highly effective Whistle Blower Policy which sets out the
process and mechanism whereby employees at various levels in the organization can
bring to the notice of the management any violations of the applicable laws, regulations
as also any unethical or unprofessional conduct.

All such reports are taken up for consideration at appropriate intervals depending upon
the gravity of the matter reported so that adequate rectifying measures can be initiated
in the right earnest, at the appropriate levels.

Further, in order to encourage the employees to freely air their views and voice their
concerns on various matters and to prevent any victimization of the employees, identity
of the employees is kept strictly confidential.

It would be pertinent to mention here that the Audit Committee set by the Board,
constitutes a vital component of the Whistle Blower Mechanism and instances of
financial misconduct, if any, are reported to the Audit committee. No employee is
denied to have a direct access to the Chairman of the Audit Committee. The Policy on
vigil mechanism/ Whistle Blower Policy may be accessed on the Company’s website.

Details of compliance with mandatory requirements and adoption of the

discretionary requirements:

The Company has complied with all the mandatory requirements of the
applicable/relevant regulations of the Securities and Exchange Board of India (Listing
 Obligations and Disclosure Requirements) Regulations, 2015. The details of these
compliances have been given in the relevant sections of this Report. The status on
compliance with the discretionary requirements is given at the end of the Report.

Disclosures in relation to the sexual harassment of women at workplace

(Prevention, Prohibition and Redressal) Act, 2013:

a. Number of complaints filed during the financial year 2024-25 – Nil

b. Number of complaints received during the financial year 2024-25 – Nil
c. Number of complaints disposed of during the financial year 2024-25 – Nil

d. Number of complaints pending as on end of the financial year 2024-25 – Nil

1. Fees paid to the Statutory Auditors:

Total fees for all services, paid by the Company to statutory auditors of the Company
during the year ended March 31, 2025, was Rs. 1,29,800/- (Rupees One Lakh Twenty
Nine Thousand Eight Hundred only).

2. Means of Communications:

Annual Reports, notice of the meetings and other communications to the Members are
sent through e-mail, post or courier. However, this year as per the directions given in
the circulars issued by Ministry Corporate Affairs (“MCA”) and Securities and
Exchange Board of India (“SEBI”) the companies are allowed to send Annual Report
by e-mail to all the Members of the company. Therefore, the Annual Report for FY
2024-25 and Notice of 33rd The AGM of the Company is being sent to the Members at
their registered e-mail addresses in accordance with MCA and SEBI Circulars.

Quarterly, half-yearly and yearly financial results of the Company are published as per
the requirements of Regulation 33 & 47 of the SEBI (LODR) Regulations in leading
HINDI/ENGLISH newspaper i.e. Open Search (Hindi Daily) and Open Search (English
Daily).The Company is also maintaining a functional website www.tiaanstore.in
wherein all the communications are updated including the quarterly financial results of
the Company. The Annual reports containing the Audited Annual Accounts, Auditors’
Reports, Boards’ Report, the Management Discussion and Analysis Report forming
part of Boards’ Report and other material information are circulated to the members
and others entitled thereto. Annual Reports of the Company are emailed to all
shareholders who have provided their email IDs in the records of the Depository. All
the disclosures and communications to be filed with the Stock Exchanges were
submitted through e-filing platform/email and there were no instances of non-
compliances. The Company’s website contains a separate dedicated section
‘Shareholders information’ where general information to the shareholders of the
Company is available.

The financial results, press releases and other reports/ intimations required under the
SEBI (LODR) Regulations are filed electronically and also uploaded on the Company’s
website at www.tiaanstore.in. Annual Report and Financial Statements are sent to all
the shareholders at their addresses registered with the Company/RTA.
 Management Discussion and Analysis Report:
A Statement of Management Discussion and Analysis is appearing in Annexure II in
this Annual report in terms of requirement of the Code of Corporate Governance
Annexure III.

BSE Corporate Compliance & Listing Centre (the ‘Listing Centre’):

BSE’s Listing Centre is a web-based application designed for corporates. All periodical
compliance filings like shareholding pattern, corporate governance report etc. are filed
electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress

system.

GENERAL SHAREHOLDERS INFORMATION:

a) 33rd Annual General Meeting:

Day & Date : Wednesday August, 20th 2025

Time : 01:00 P.M.
Venue : Through video conferencing (VC).

Date of Book Closure: The Company’s Register of Members and Share Transfer
Books will remain close from 14th August, 2025 to 20th August, 2025 (both days
inclusive).

b) Financial Year:

1st April, 2024 to 31st March, 2025.

c) Stock Exchanges and Fees:

The Shares of the Company are listed on Bombay Stock Exchange of India (BSE),
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

Payment of Listing Fee: Annual listing fee for the Financial Year 2024-25 has been
paid by the Company to BSE, within the stipulated time.

d) Scrip Code

Security ID: 540108

ISIN NO.: INE864T01011

e) Registrar

MCS Share Transfer Agent Limited

Address: F-65, 1st Floor, Ma Anandmayee Marg, Okhla Phase I, Okhla Industrial
Estate, New Delhi, Delhi 110020,
 Share Transfer System:

 The Board meets as often as possible to approve transfers and related matters as
may be required by the Registrars and Share Transfer Agents.
 All matters connected with the share transfer, dividends and other matters are
being handled by the RTA located at the address mentioned elsewhere in this
report.

 Shares lodged for transfers are normally processed within ten days from the date
of lodgment, if the documents are clear in all respects. All requests for
dematerialization of securities are processed and the confirmation is given to the
depositories within seven days. Grievances received from investors and other
miscellaneous correspondence relating to change of address, mandates, etc.

 Certificates are being obtained and submitted to Stock Exchanges, on half-yearly

basis, from a Company Secretary-in-practice towards due compliance of share
transfer formalities by the Company within the due dates, in terms of Regulation
7(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations
2015) with Stock Exchanges.

 Certificates have also been received from a Company Secretary-in-practice and

submitted to the Stock Exchanges, on a quarterly basis, for timely
dematerialization of shares of the Company and for reconciliation of the share
capital of the Company, as required under SEBI (Depositories and Participants)
Regulations, 1996.

 The Company has designated the following e-mail IDs, namely

www.tiaanstore.in for the purpose of registering complaints, if any, by the
investors and expeditious redressal of their grievances.

 Shareholders are, therefore, requested to correspond with the RTA for transfer/
transmission of shares, change of address and any queries pertaining to their
shareholding, dividend, etc., at their address given in this report.

f) Distribution of Shareholding as on March 31, 2025

Category No. of No. of Shares (Face % of

No. of Shares
shareholder Value of Rs. 1/-Each) Shareholdin
in Demat
s g
Form

Promoters (Individual) 0 0 0 0
Promoters (Body 1 1851 1851 0.02
Corporate)
Public (Body Corporate) 19 204691 204691 1.99
NRI/OCBs/Clearing
37 346460 346460 3.37
Members/Trust

Bank/Financial
0 0 0 0
Institutions

Indian Public 6417 9716013 9710018 94.61

 HUF 0 0 0 0
Total 6474 10269015 10269015 100

Dematerialization of Shares:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN- INE184S01024 has been allotted for the Company. Therefore, the
matter and/or investors may keep their shareholding in the electronic mode with their
Depository Participates 99.94 % of the Company’s Paid-up Share Capital is in
dematerialized form as on 31st March, 2025 and balance 0.06 % is in physical form.

Outstanding Convertible Instruments:

1 There was no outstanding convertible securities as at the end of Financial Year March
31, 2025.

ADR/GDR:

The Company did not issued any ADR or GDR in any previous year as company
presently is domestic trading.

Plant location

The Company is engaged in business of trading of textiles, which does not require
company to have plant. Though, company has warehouses in order to maintain the trading
of textiles.

Address for Correspondence:

The shareholders may address their communication/ suggestion/ grievances/ queries to the
Company’s registered office or our Share Transfer Agent:

MCS Share Transfer Agent Limited

MCS Share Transfer Agent Limited

Address: F-65, 1st Floor, Ma Anandmayee Marg, Okhla Phase I, Okhla Industrial Estate,
New Delhi, Delhi 110020,
Tel No: 011-4140 6149, 4140 6150, Fax No: 022-62638299
Email: [email protected]
Website: https://www.mcsregistrars.com/index.php

The Question relating to share and requests for transactions such as transfer, transmission
and nomination facilities, change of address, may please be taken up with the Registrar and
Transfer Agent at above given address.

Accounting standards:

The Company has followed the Accounting Standards laid down by the Companies Act, 2013.
Secretarial Audit:

A qualified practicing Company Secretary carried out secretarial audit to reconcile the total
admitted capital with National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial audit
report confirms that the total issued / paid up capital is in agreement with the total number of
shares in physical form and the total number of dematerialized shares held with NSDL and
CDSL.

Prohibition of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Company has constituted a comprehensive Code of Conduct for its Senior Management,
Staff, and relevant business associates. The code lays down guidelines, which advise them on
procedure to be followed and disclosures to be made while dealing with the Shares of the
Company.

Auditors Certificate on Corporate Governance:

The Practicing Secretarial Auditors of the Company have furnished the requisite Certificate
to the Board of Directors as required by Regulation 27 (2) of the SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015.

Code of Conduct 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

Details Of Difference Between Valuation Amount On One Time Settlement And

Valuation While Availing Loan From Banks And Financial Institutions:

During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.

Green Initiatives:

This year too, Annual Report and the notice of the 33rd 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, MCS Share Transfer Agent
Limited

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.

Acknowledgement

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their
valuable support and assistance.
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.

DECLARATION BY THE CEO/CFO/MD UNDER REGULATION 34(3) READ

WITH SCHEDULE V SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENT) REGULATIONS 2015 IN REPECT OF COMPLIANCE WITH
THE COMPANY’S CODE OF CONDUCT

This is to confirm that the Members of Board of Directors and senior management personnel
of the company have affirmed their compliance with the Code of Conduct of Tiaan Consumer
LTD. as applicable to them, for the financial year ended 31st March 2025.