We have audited the Standalone financial statements of Tiaan Consumer Limited ("the
Company"), which comprise the balance sheet as at March 31,2024, 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 financial
statements, including a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given
to us, except for the possible effects of the matter described in the Basis for Qualified
Opinion paragraph, the aforesaid standalone financial statements give the information
required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India of the state of affairs of the
Company as at 31st March 2024, and its profit/loss Rs. (31,15,611) and its cash flows for
the year ended on that date:

Basis for Qualified opinion

The Company has Capital Work in Progress for Rs.75,00,000/- in previous financial year
and they write off the whole Capital Work in Progress of Rs.75,00,000/- during current
financial year. However, Company is unable to explain the nature of Capital Work in
Progress and also unable to provide any conclusive evidence for this Capital Work in
Progress writing of. In the Auditor judgement this write off could be Material but not in
Pervasive in nature.

The Company's inventories are carried in the Balance sheet as at 31-03-2024
Rs.3,42,03,000.

Management has not stated the inventories at the lower of cost and net realizable value
but has stated them solely at cost (thoroughly management has stated inventories at
same cost since previous year till following current year), which

fSf V,

constitute a departure from the Accounting Standard prescribed under section 133
of the Companies Act, 2013.

The Company's record indicates that, had management stated the inventories at the
lower of cost and net releasable value, however their net releasable value is doubtful
in auditor's conviction & it would have been required to write the inventories down
to their net releasable value. Accordingly, cost of sales would have been increased
by write down value, and income tax, net income and shareholder's fund would have
been reduced accordingly.

The Company has purchased a share of Prism Security Pvt Ltd. for Rs. 6,00,00,000/-
from Victory Software Pvt Ltd on partly payment & partly credit basis, however
management is unable to provide the sufficient audit evidence for purchase ofshare.
Company is unable to provide Purchase agreement of share from Victory Software
to verify the agreement and their terms & condition to pay the Victory Software
against these share purchase.

Also Company doesn't have any board resolution for the utilization of fund into this
invest of share or purchase these shares from Victory Software Pvt Ltd
Such kind of Investment and utilization purpose of Investment and management
prerequisites are not found up to ours convition.

We conducted our audit in accordance with the standards on auditing specified
under section 143 (10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the auditor's responsibilities for the audit of the
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 together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the rules there under, and
we have fulfilled our other ethical responsibilities in accordance with these
requirements and the code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate
however, there is some audit evidence which is not provided by the management and
it could be Material but not Pervasive in nature, provide a basis for our qualified
opinion.

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the
Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India of the state of affairs of the
Company as at 31st March 2024, its profit/loss statement and its cash flows
statement for the year ended on that date.

Key audit matters (of Delhi p)

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These
matters were addressed in the context of our audit of the financial statements as a
whole, and informing our opinion thereon, and we do not provide a separate opinion
on these matters. In addition to the matter described in the Basis for Opinion section
we have determined the matters described below to be the key audit matters to be
communicated in our report.

In context of the Audit of the Financial Statements, it has been noticed that,

1. An order has been given by National Company Law Tribunal, Ahmedabad,
Division Bench, Courtl dated 11-10-2023. Order under Section 7IBC in the
matter of Mekaster Finlease Ltd (Applicant) V/s Tiaan Consumer Ltd
(Respondent).

a. The application is filed on 19-06-2023 by the Applicant- Mekaster Finlease
Ltd. (hereinafter referred to as " the Financial Creditor") against the
Respondent -M/s Tiaan Consumer Limited (hereinafter referred to as " the
Corporate Debtor") under section 7 of the Insolvency and Bankruptcy
Code,2016(hereinafter referred to as "IBC,2016”) read with Rule 4 of the
Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules,
2016 for initiation of Corporate Insolvency Resolution Process (CIRP) against
the Respondent/Corporate Debtor, to appoint Interim Resolution Professional
(hereinafter referred to as "IRP”) and declare the moratorium for making
defaulted in payment of its outstanding dues Rs. 1,55,31,200/-. Including
interest

b. It is stated that the rate of interest agreed between the parties was 12% p.a.
at the monthly rates and a penal interest of 12% over and above the interest
rate for defaulted amount for the defaulted period.

c. It is stated that the Corporate Debtor defaulted in repayment of the loan and
loan recall notice was issued on 18/03/2023 by the financial creditor.

d. In view of the facts as stated supra and also in view of the financial debt' is
proved by the Financial Creditor and the 'default' being committed on the part
of the Corporate Debtor of an amount of more than Rs.1 crore, this Tribunal
is left with no other option than to proceed with the present case and initiate
the Corporate Insolvency Resolution Process in relation to the Corporate
Debtor.

2. Accordingly, in light of the above facts and circumstances, it is, hereby order
as under-

a. The Respondent/Corporate Debtor Tiaan Consumer Limited is admitted in
Corporate Insolvency Resolution Process (CIRP) under section 7 of the Code.

b. As a consequence, thereof moratorium under Section 14 of Insolvency and
Bankruptcy Code, 2016 is declared for prohibiting all of the following in terms
of Section 14(1) of the Code.

(sf V\

(of Delhi Pi

• The institution of suits or continuation of pending suits or proceedings
against the Corporate Debtor including execution of any judgement,
decree or order in any court of law, tribunal, arbitration panel or other
authority.

• Transferring, encumbering, alienating or disposing of by the
Corporate Debtor any of its assets or any legal right or beneficial
interest therein;

• Any action to foreclosure, recover or enforce any security interest
created by the Corporate Debtor in respect of its property including
any action under the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act,2022;

• The recovery of any property by an owner or lessor where such
property is occupied by or in the possession of the Corporate Debtor.

• The provision of sub section (1) shall however, not apply to such
transactions, agreements as may be notified by the Central
Government in conclusion with any financial sector regulator and to a
surety in a contract of guarantee to a Corporate Debtor.

3. Tiaan Consumer Ltd. is a Manufacturer and Trader of Herbal/Ayurveda
Product's however; company doesn’t have any Fixed Assets for FY- 2023-24

4. In previous year Audited Financials we have found that Depreciation on Fixed
Assets not calculated/claimed appropriately depreciation on fixed assets is
excess/short claimed and management is also unable to provide the basis of
providing such inappropriate depreciation.

5. Company doesn't have new manufacturing or any inward of Raw material for
manufacturing and trading during the year.

6. Company doesn't have any new purchase order from any vendor during the
year.

7. Company has Closing balance of Rs.80,84,999/- however, Company has
received from creditor (Loan or Advance from Vendor) itself is Rs.86,67,625/-
which indicates company doesn’t have any operational revenue, source of
fund (bank balance) is amount received from creditor.

8. Company has purchased a security of Prism Security Private Limited for
Rs.6,00,00,000 from Victory Software Private limited as of 12-05-2023 on

hr... \a

credit basis and pay partly amount for Rs.3,54,75,000 to the Victory Software
Private Limited during the month of August,2023, and remaining amount of
2,45,25,000 is still payable to Victory Software Private Limited.

Other Matter Paragraph

Other Matter paragraphs, on the other hand, refer to issues that are not presented
or disclosed in the financial statements but are relevant to the users' understanding
of the audit, the auditor’s responsibilities, or the auditor's report These paragraphs
provide additional context and clarity, ensuring that users have a holistic
understanding of the financial reporting and auditing process.

1. The Company do not maintain their books of account in updated
accounting software.

As per The Ministry of Corporate Affairs (Companies Accounts Amendment
Rule,2021) mandating that companies using accounting software must choose
platforms equipped with a feature recording an audit trail for every transaction.
The updated audit trail rule in accounting software is implemented from
April01,2023.

2. Segment Reporting _ Indian Standard

The Institute of Chartered Accountants of India has issued AS-17 on
"Segment Reporting"(corresponding international accounting standard
being IAS-14) effective from 1-4-2001. The standard is mandatory for
enterprises whose equity or debt securities are listed on a recognised
stock exchange in India and for enterprises that are in the process of
issuing equity or debt securities that will be listed on a recognised stock
exchanging in India. It is also mandatory for enterprises having a turnover
of over Rs.50 crores in an accounting period. For other entities, it is
recommendatory.

Company's business activity falls within two primary/secondary
business segment viz Finance Activity and dealing in share and
securities. However, company do not disclose their segment reporting in
their financials and notes to accounts.

Disclosure requirements ofAS-17

According to AS-17, segment reporting should cover 75% or more of the total
revenue of the enterprise. The segments could be business segment or geographic
segments. The information can also be presented in a matrix form.

Following disclosures should be made by reporting enterprise: ff/

[of Delht H

An enterprise should disclose segment revenue for each reportable segment
Segment revenue from sales to external customers and segment revenue from
transaction with other segments should be separately reported.

An enterprise should disclose segment result for each reportable segment and
segment liabilities for each reportable segment It should also disclose the total
cost incurred during the period to acquire segment assets that are expected to be
used during more than one period (fixed assets, and intangible assets) for each
reportable segment

An enterprise should disclose in the segment result the total amount of
depreciation and amortisation in respect of segment assets for the period for each
reportable segment

For the purpose of reporting segment revenue from transactions with other
segments, inter-segment transfers should be priced. The basis of pricing inter¬
segment transfers and any change therein should be disclosed in the financial
statements.

Changes in accounting policies adopted for segment reporting that have a material
effect on segment information should be disclosed. Such disclosure should include a
description of the nature of the change, and the financial effect of the change, if it
is reasonably determinable.

An enterprise should indicate the types of products and services included in each
reported business segment and indicate the composition of each reported
geographical segment, if not otherwise disclosed in the financial statements or
elsewhere in the financial report

3. Financial Ratio Disclosure

As per companies Act,2013 every company shall disclose all those ratios which
are prescribed and shall explain the items in numerator and denominator for
computing the above ratios. Moreover, if any change in the ratio is more than
25% as compared to the preceding year then the explanation for the same shall
be provided.

• Current Ratio

• Debt- Equity Ratio

• Debt Service Coverage Ratio

• Return on Equity Ratio

• Inventory Turnover Ratio

(of Delhi

JJ

• Trade Receivable Turnover Ratio

• Trade Payable Turnover Ratio

• Net Capital Turnover Ratio

• Net Profit Ratio

• Return on Capital Employed

• Return on Investment

However, Management doesn't disclose their financial ratios in their financials or
their Notes to Accounts.

4. Comparative Information -Corresponding Figures and Comparative
Financial Statements.

• Prior period Financial Statements Audited by a Predecessor Auditor
(M/s Mehul M Shah & Co, Proprietor CA Mehul Shah)

• The Predecessor Auditor was expressed an Unmodified Opinion.

• Date of Audit Report is 28^th April, 2023.

Information other than the financial statements and auditors' 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 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 in this regard.

Management’s responsibility for the financial statements

A

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 financial statements that give
a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in
accordance with the Indian Accounting Standards (Ind AS) prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015
and Companies (Indian Accounting Standards) Rules, 2016, as amended from time
to time, and other accounting principles generally accepted in India.

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 financial statement that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is 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
management either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The boards of directors are also responsible for overseeing the Company's financial
reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

• Identify and assess the risks of material misstatement of the 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 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 management

• Conclude on the appropriateness of management's 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 a material
uncertainty exists, we are required to draw attention in our auditor's report to the
related disclosures in the 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 financial statements,
including the disclosures, and whether the 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.

Report on other legal and regulatory requirements

As required by the Companies (Auditor's Report) Order, 2016 ("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.

j4s 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 balance sheet, the statement of profit and loss, and the cashflow statement
dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the accounting
standards specified under section 133 of the Act, read with rule 7 of the Companies
(Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on
March 31,2024 taken on record by the board of directors, none of the directors is
disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164(2) of the Act;

(f) 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;

(g) 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, [he remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act; and

(h) 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 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. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company

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DATE: 28-11-2024