TAAL Enterprises Ltd

To,

The Members,

TAAL Enterprises Limited

Your Directors present herewith the Eleventh Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2025.

During the year under review, the total income of the Company was Rs. 1057.45 Lakhs as compared to Rs. 345.07 Lakhs during the previous year. The Profit after tax for the year was Rs. 896.23 Lakhs as compared to a profit of Rs. 165.78 Lakhs during the previous year.

During the year, the Company has not transferred any amount to General Reserves.

The Board of Directors of the Company had declared Interim Dividend during the Financial Year 2024-25 as follows: 1^st interim dividend of Rs. 25/- (Twenty-Five Rupees only) on each fully paid 31,16,342 equity shares of Rs. 10/- each amounting to Rs. 7,79,08,550/- during the Financial Year 2024-25.

The interim dividend was paid to those members of the Company whose names appeared in the Register of Members of the Company as on August 23, 2024.

Your Company's Board of Directors as on the financial year ended March 31, 2025 comprises of 4 (four) including 1 (One) Executive Director (25%) as a Chairman, 3 (Three) Independent Directors (75%) including a Woman Director & Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees or reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

In accordance with the provisions of the Companies Act, 2013 (‘Act') and the Articles of Association of the Company, Mr. Salil

Taneja retires by rotation and being eligible, offers himself for re-appointment.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Act.

The annual performance evaluation has been done by the Board of its own performance and that of its committees and individual Directors based on the criteria for evaluation of performance of Independent Directors and the Board of Directors and its Committees as approved by the Nomination and Remuneration Committee which the Board found to be satisfactory.

The Board is of the opinion that the Independent Directors of the Company possess adequate proficiency, experience, expertise and integrity to best serve the interest of the Company.

The brief resume of the Directors proposed to be appointed/ re-appointed is given in the notice convening the AGM.

Ms. Priya Chouksey resigned from the position of Company Secretary and Compliance Officer with effect from September 30, 2024 and Mr. Aditya Shashikant Oza was appointed and designated as Company Secretary and Compliance Officer with effect from November 15, 2024.

The details of Key Managerial Personnel as on March 31, 2025 are as below:

The Composition of Board of Directors of the Company and attendance at the Board meetings is as follows:

As oAs on 31^st March, 2025, The Company had one (1) direct and three (3) indirect subsidiaries. Pursuant to the approval of Scheme of Amalgamation of Company with its wholly owned subsidiary Company i.e. TAAL Tech India Private Limited by National Company Law Tribunal Bengaluru Bench with its order dated 21^st May, 2025, TAAL Tech India Private Limited has been amalgamated with TAAL Enterprises Limited w.e.f 27^th June, 2025(Effective date) and The Company as on date of this report has only three (3) Subsidiaries.

In accordance with Section 129(3) of the Act, a statement containing salient features on performance and financial position of the subsidiaries in Form AOC-1 is provided in the Financial Statements forming part of this Annual Report. The Company has framed a Policy for determining Material Subsidiaries which is available on its website www.taalent. co.in.

TAAL Tech India Private Limited (TTIPL) was the largest operating subsidiary of the Company and Post merger the business of this company will be coincided completely with the TAAL Enterprises Ltd.

During the year under review, Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the SEBI (LODR) Regulations, 2015 a separate section on Management Discussion & Analysis is forming part of this Report.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, and amendments thereof, the provisions relating to Corporate Governance Report were not applicable to the Company during the Financial Year ended 2024-25.

The Company has duly complied with the Section 135 of the Act and the applicable rules thereunder.

Annual Report on CSR Activities for the Financial Year ended March 31, 2025 forms the part of this Report as ‘Annexure A'.

During the year under review 4 Board Meetings were held as under:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The present composition of Audit Committee is as follows:

The Whistle Blower Policy/Vigil Mechanism of the Company as established by the Board is available on its website www. taalent.co.in.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your Directors make the following statement: i. that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. that the Directors have selected such accounting policies & applied them consistently & made judgments & estimates, that are reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the profit of the Company for that period; iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities; iv. that the Directors have prepared the annual accounts on a going concern basis; v. that the directors have laid down Internal financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. that the directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & operating effectively.

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company at www.taalent.co.in.

The particulars as required under Section 134(3)(m) of the Act is forming part of this Report as ‘Annexure B'

The Nomination and Remuneration Policy of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the criteria for performance evaluation as laid down by Nomination and Remuneration Committee has been defined in the Nomination and Remuneration Policy. The said policy is available on its website at www.taalent.co.in Details pertaining to Section 197(12) of the Act read with rules framed their under forms part of this report as ‘Annexure C'. The details of employees in terms of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

However, in terms of Section 136 of the Act, the Annual Report is being sent to the members and others entitled thereto. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company at secretarial@taalent. co.in.

Pursuant to Section 139 of the Companies the Act, 2013 (the ‘Act') and the Rules framed there under, the Shareholders of the Company at the 6th Annual General Meeting (AGM) held on September 30, 2020, approved the appointment of M/s. V P Thacker & Co., Chartered Accountants, (Firm Registration No. 118696W) as the Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of 11^th AGM of the Company.

Pursuant to Section 204 of the Act and the Rules made thereunder, the Board of Directors had appointed Mr. Anuj Nema, Practicing Company Secretary for conducting the Secretarial Audit of the Company for the financial year 2024- 25.

The Report of the Secretarial Audit in Form MR - 3 is annexed here with as an Annexure ‘D' to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their audit report for the year ended March 31, 2025. All the observations made by the Secretarial Auditor in the said audit report, are self-explanatory and do not call for any further comments.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the

Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

Particulars of Loans, Guarantees & Investments covered under Section 186 of the Act has been given in Notes to Financial Statements forming part of this Annual Report.

The Company has a robust risk management framework to identify and mitigate risks arising out of internal as well as external factors.

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also takes review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations.

During the year, such controls were tested by the Statutory Auditors and no material weakness in control design of operations were observed by them.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which were either not at an arm's length or not in the ordinary course of business & further could be considered material in accordance with the policy of the Company on materiality of related party transactions.

As stipulated by Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of Related Party Transactions are given in Form No. AOC – 2 as Annexure ‘E' and the same form an integral part of this report and particulars of Related Party Transactions in terms of Ind AS-24 are forming part of the enclosed financial statements.

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS– 1), Secretarial Standard on General Meetings (SS–2), Secretarial Standard on Dividend (SS–3) and Secretarial Standard on Report of the Board of Directors (SS-4). The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future except that the Hon'ble National Company Law Tribunal, Bengaluru Bench vide order dated 21st May 2025 sanctioned the Scheme of Amalgamation of Taal Tech India Private Limited (Transferor Company) with Taal Enterprises Limited (Transferee Company) with effect from the appointed date of 1st April 2023 which became effective as on 27th June, 2025 after filing of the said order copy with Registrar of the Companies, Bengaluru by both the Companies.

2. There was no change in the authorized as well as paid up share capital of the Company during the year under review. Further Pursuant to the said Scheme of Amalgamation of Taal Tech India Private Limited (Transferor Company) with Taal Enterprises Limited (Transferee Company) coming into effect from 27^th June, 2025, the authorized share capital of the Company has been increased to Rs. 6,00,00,000/- divided into 60,00,000 (Sixty Lakhs) equity shares of Rs.10/- (Rupee Ten only) each and consequently, the Capital Clause of the Memorandum of Association of the Company has also been amended accordingly. The copy of Memorandum of Association and Articles of Association of Company has been placed on the Website of the Company which can be accessed from www.taalent.co.in

3. The provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was not applicable to the Company during the year under review.

4. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013.

5. In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the Company is not required to maintain the cost records for the Financial Year 2024-25.

6. It is to confirm that, No provisions of The Maternity Benefit Act, 1961, were applicable to the Company for the Financial Year 2024-25.

Shareholders may contact Registrar and Share Transfer Agent of the Company at the following address:

Block No. 202, 2^nd Floor, Akshay Complex, Near Ganesh Temple, off. Dhole Patil Road, Pune – 411001, Maharashtra Tel.: 020-46014473 Fax: 020- 26163503 E-mail: umesh.sharma@in.mpms.mufg.com, pune@in.mpms.mufg.com

The Directors take this opportunity to thank their Customers, Bankers, Vendors, Aviation authorities, Government and regulatory authorities and all other stakeholders for their valuable sustained support. The Directors also express their deep appreciation to all the employees for their hard work, dedication and Commitment.