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

1. FINANCIAL SUMMARY HIGHLIGHTS:

In (Rs. INR)

2. STATE OF COMPANY AFFAIRS

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

3. WEB ADDRESS OF ANNUAL RETURN

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

4. DIVIDEND

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

5. DEPOSITS

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

6. CHANGE IN NATURE OF BUSINESS

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

7. TRANSFER TO RESERVES

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

8. SHARE CAPITAL

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

9. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

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

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

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

13. MAINTENANCE OF COST RECORDS BY COMPANY

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

14. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(b) The Director have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and

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

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

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

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

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

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

16. BOARD OF THE DIRECTORS

A. Composition of Board of Directors

B. Meeting of Board of Directors

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

C. Cessation of Director

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

D. Appointment of Director

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

E. Appointment of Company Secretary

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

17. DIRECTOR RETIRE BY ROTATION

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

18. INDEPENDENT DIRECTORS

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

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

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

19. DECLARATIONS FROM INDEPENDENT DIRECTORS

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

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

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

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

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

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

22. BOARD EVALUATION

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

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

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

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

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

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

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

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

(i) AUDIT COMMITTEE

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

Meetings of the Committee:

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

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

(ii) NOMINATION &REMUNERATION COMMITTEE

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

Meetings of the Committee:

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

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

24. INTERNAL FINANCIAL CONTROL SYSTEM

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

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

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

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

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

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

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

26. CORPORATE GOVERNANCE

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

27. MANAGEMENT DISCUSSION ANALYSIS REPORT

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

28. AUDITORS

(a) STATUTORY AUDITORS

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

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

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

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

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

• Statutory Auditor’s Report

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

• Statutory Auditor’s Observations

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

(b) SECRETARIAL AUDITORS

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

• Secretarial Auditor’s Report

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

• Secretarial Auditor’s Observations

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

(c) INTERNAL AUDITOR

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

• Internal Auditor’s Observations

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

29. MAINTENANCE OF COST RECORDS

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

30. SECRETARIAL STANDARDS OF ICSI:

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

31. CARO

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

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

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

33. REMUNERATION OR ANY KIND OF PAYMENT TO DIRECTORS

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

34. REMUNERATION OR SALARY TO EMPLOYEES

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

35. EMPLOYEES BENEFIT

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

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

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

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

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

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

39. EXTRACT OF THE ANNUAL RETURN

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

40. ANNUAL RETURN CERTIFICATION

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

41. CODE OF CONUCT ON SEBI (PIT)

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

By order of Board of Directors of
Tiaan Consumer Limited

SD/- SD/-

Date: 11.12.2024 Munesh Kumar Raghav Gujral

Place: Delhi Director Managing Director

DIN: 09698731 DIN: 09688181