Tiaan Consumer Ltd

To,

The Members

TIAAN CONSUMER LIMITED

The Directors have pleasure in presenting before you the 32ndAnnual Report on the business andoperations of the Company along with the Audited Financial Statement for the financial year ended31stMarch, 2024.

1. FINANCIAL SUMMARY HIGHLIGHTS:

In (Rs. INR)

2. STATE OF COMPANY AFFAIRS

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

3. WEB ADDRESS OF ANNUAL RETURN

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

4. DIVIDEND

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

5. DEPOSITS

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

6. CHANGE IN NATURE OF BUSINESS

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

7. TRANSFER TO RESERVES

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

8. SHARE CAPITAL

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

9. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE ENDOF THE FINANCIALYEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT

No material changes and commitments affecting the financial position of the Company occurredbetween the ends of the financial year to which these financial statements relate on the date of thisreport.

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

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

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL 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 thedesign or operation were observed.

13. MAINTENANCE OF COST RECORDS BY COMPANY

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

14. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section-134(5) the Board confirms and submits the DirectorsResponsibility 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 madejudgments 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 31stMarch, 2024 and Profit & Loss of theCompany for the year ended 31stMarch, 2024.

(d) The Director have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provision of the Companies Act, 2013 for safeguarding the assets ofthe 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 allapplicable Laws and that such system were adequate and operating effectively.

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

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

16. BOARD OF THE DIRECTORS

A. Composition of Board of Directors

B. Meeting of Board of Directors

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

C. Cessation of Director

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

D. Appointment of Director

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

E. Appointment of Company Secretary

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

17. DIRECTOR RETIRE BY ROTATION

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

18. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years subject to reappointment and arenot liable to retire by rotation. The Independent Directors have submitted their disclosure to the Boardthat they fulfill all the requirements as to qualify for their appointment as an Independent Directorunder the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

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

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

19. DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Independent Directors of the Company has given declaration w.r.t.independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framedthereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amended upto date ("Listing Regulations"). They have gotthemselves registered in the data bank for Independent Directors being maintained by the IndianInstitute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India andtheir names are included in the data bank maintained by IICA. They are not aware of anycircumstance or situation, existing or anticipated which may impact or impair their ability to dischargeduties. That they have complied with the Code for Independent Director prescribed in Schedule IV tothe Companies Act, 2013 which forms a part of the Company's Code of Conduct for Directors andSenior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers forFamiliarization 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 theFamiliarization Program for Independent Directors are available on the website of the Company.

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

The Company's Policy for the appointment of Directors and Key and Senior Managerial Personneland their Remuneration policy can be accessed on the Company's website at the web-linkwww.tiaanstore.com

In seeking to select individuals for induction as directors on the Board of Directors of the Company,the criteria such as qualifications, positive attributes, independence as set out in the aforementionedpolicy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbentand 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 inconsonance 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 thestandards prevailing in the industry the concerned individuals get the best possible remunerationpackages permissible under the applicable laws, so that the Company gets to retain the best of qualityand talent.

22. BOARD EVALUATION

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

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

The performance of the Independent Directors was reviewed and evaluated by the entire Board and insuch 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 informationbetween the Management and the Board, Performance of the Board as a whole and its Members andother required matters.

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

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individualdirectors based on criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed, meaningful and constructivecontribution and inputs in meetings, etc.

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

(i) AUDIT COMMITTEE

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

Meetings of the Committee:

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

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

(ii) NOMINATION &REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-ExecutiveDirectors. During the year One Meeting of Nomination & Remuneration Committee Meetings washeld.

Meetings of the Committee:

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

The amended/ updated policy of nomination policy is also placed on website of the company

i .ewww .tiaanstore.com

(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

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

Meetings of the Committee:

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

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

23. SHAREHOLDERS MEETING:

There is only one Share Holders Meeting i.e. 31st AGM (Annual General Meeting) has been held on27th Day of September, 2023 through Video Conferencing ("VC") / Other Audio-Visual Means("OAVM").

24. INTERNAL FINANCIAL CONTROL SYSTEM

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

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

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

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets that could have a material effect on thefinancial statements.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

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

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

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

26. CORPORATE GOVERNANCE

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

27. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report is applicable to the company as per the Regulation34 under SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015and annexedherewith marked as Annexure-I.

28. AUDITORS

(a) STATUTORY AUDITORS

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

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do notcall for any further comments.

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

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s143(12) of the Act.

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

• Statutory Auditor's Report

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

• Statutory Auditor's Observations

There is no observations made by Auditors with reference to notes to account are Self-explanatoryand need no comments. The Board of Directors considered the matter and seeking to resolve thematter, 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 year2023-24.

• Secretarial Auditor's Report

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

• Secretarial Auditor's Observations

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

(c) INTERNAL AUDITOR

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

• Internal Auditor's Observations

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

29. MAINTENANCE OF COST RECORDS

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

30. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval by the Central Government to the Secretarial Standards specified by theInstitute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings ofthe 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 incompliance with the Secretarial Standards.

31. CARO

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

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

The provisions of CSR as per the provisions of Companies Act, 2013 and rules made there under arenot applicable to the company as per.

33. REMUNERATION OR ANY KIND OF PAYMENT TO DIRECTORS

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

34. REMUNERATION OR SALARY TO EMPLOYEES

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

35. EMPLOYEES BENEFIT

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

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE 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, TechnologyAbsorption & foreign Exchange Earning & outgo are not applicable to it.

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

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

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

39. EXTRACT OF THE ANNUAL RETURN

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

40. ANNUAL RETURN CERTIFICATION

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

41. CODE OF CONUCT ON SEBI (PIT)

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

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

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

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

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment ofWomen at Workplace (prevention, prohibition and redressal) act, 2013 has been notified on 9thDecember, 2013. Under the said Act every company is required to set up an Internal ComplaintsCommittee 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 theCompany nor has the Company received any complaint of harassment during the year.

ACKNOWLEDGEMENT

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

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