Directors Report of TAAL Tech Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	Standalone
	Financial Year
	2024-25	2023-24
Total Income	1,057.45	345.07
Expenditure	130.05	120.12
Profit/(Loss) after Tax	896.23	165.78

OPERATIONS

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.

TRANSFER TO RESERVES

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

DIVIDEND

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directors

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.

B. Key Managerial Personnel

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:

Sr. No.	Name	Designation
1	Mr. Salil Taneja	Chairman & Whole-Time Director
2	Mr. Sudishkumar Kuttappan Nair	Chief Financial Officer
3	Mr. Aditya Shashikant Oza	Company Secretary and Compliance Officer

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

Name of the Director	Category	No. of Board Meetings attended during F.Y 2024-25
Mr. Salil Taneja	Whole Time Director	4
Mr. Arvind Nanda	Independent Director	4
Mr. Shyam Powar	Independent Director	3
Ms. Deepa Mathur	Independent Director	4

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES

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.

PUBLIC DEPOSITS

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.

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE GOVERNANCE 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.

CORPORATE SOCIAL RESPONSIBILITY

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’.

BOARD MEETINGS

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

Sr. No.	Date of Meeting
1	May 30, 2024
2	August 14, 2024
3	November 12, 2024
4	February 11,2025

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.

AUDIT COMMITTEE AND VIGIL MECHANISM

The present composition of Audit Committee is as follows:

Name of Director	Chairman/ Member
Mr. Shyam Powar	Chairman
Ms. Deepa Mathur	Member
Mr. Arvind Nanda	Member

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

ANNUAL RETURN

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.

CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO

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

NOMINATION AND REMUNERATION POLICY

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.

AUDITORS

A. STATUTORY AUDITORS

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.

B. SECRETARIAL AUDITOR

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.

C. REPORTING OF FRAUDS BY AUDITORS

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 AND
INVESTMENTS

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.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

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.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

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.

SECRETARIAL STANDARDS

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).

GENERAL

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.

REGISTRAR AND SHARE TRANSFER AGENT

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

ACKNOWLEDGEMENTS

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.

For and on behalf of Board of Directors

Date: August 04, 2025 Salil Taneja

Place: Pune Chairman & Whole Time Director

MUFG Intime India Private Limited

Block No. 202, 2nd Floor, Akshay Complex, Near Ganesh Temple, off. Dhole Patil Road, Pune - 411001, Maharashtra

Tel.: [phone] Fax: [phone]

E-mail: [email protected],

[email protected]

---

Mar 31, 2024

Your Directors present herewith the Tenth Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	Standalone
	Financial Year
	2023-24	2022-23
Gross Income	345.07	905.57
Expenditure	120.12	129.96
Profit/ (Loss) after Tax	165.78	765.56

OPERATIONS

During the year under review, the total income of the Company was Rs. 345.07 Lakhs as compared to Rs. 905.57 Lakhs during the previous year. The Profit after tax for the year was Rs. 165.78 Lakhs as compared to a profit of Rs. 765.56 Lakhs during the previous year.

TRANSFER TO RESERVES

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

DIVIDEND

During the year, the Directors have not recommended any dividend for the financial year ended March 31, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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.

Ms. Deepa Mathur was appointed as an Additional Director (Independent category) w.e.f. May 30, 2023. Further through Members approval sought in ninth Annual General Meeting she was appointed as an Independent Director of the Company to hold office until the conclusion of the twelfth Annual General Meeting of the Company and she shall not be liable to retire by rotation.

Mr. Ramesh Kumar Rathi resigned from the position of Chief Financial officer with effect from May 31, 2023 and Mr. Sudish Kumar Kuttappan Nair was appointed on his place as Chief financial officer with effect from August 31, 2023.

Ms. Priya Chouksey appointed as Company Secretary and Compliance Officer with effect from August 11, 2023.

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.

The details of Key Managerial Personnel as on March 31, 2024 are as below:

Sr. No.	Name	Designation
1	Mr. Salil Taneja	Whole-Time Director
2	Mr. Sudish Kumar Kuttappan Nair	Chief Financial Officer
3	Ms. Priya Chouksey	Company Secretary and Compliance Officer

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

Name of the Director	Category	No. of Board Meetings attended during F.Y 2023-24
Mr. Salil Taneja	Whole Time Director	3
Mr. Arvind Nanda	Independent Director	4
Mr. Shyam Powar	Independent Director	2
Ms. Deepa Mathur	Independent Director	3

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on date of this report, the Company has five direct and indirect subsidiaries. TAAL Tech (UK) Limited, has been incorporated on 14^th November, 2023.

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) is the largest operating subsidiary of the Company.

PUBLIC DEPOSITS

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.

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance Report are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

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, 2024 forms the part of this Report as ‘Annexure A’.

BOARD MEETINGS

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

Sr. No.	Date of Meeting
1	May 30, 2023
2	August 11, 2023
3	November 09, 2023
4	February 09, 2024

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

AUDIT COMMITTEE AND VIGIL MECHANISM

The present composition of Audit Committee is as follows:

Name of Director	Chairman/ Member
Mr. Shyam Powar	Chairman
Ms. Deepa Mathur	Member
Mr. Arvind Nanda	Member

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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 end of the financial year March 31,2024 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.

ANNUAL RETURN

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.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

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

NOMINATION AND REMUNERATION POLICY

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. The Details of the Remuneration of the Directors forming part of the Financial Statement.

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 as ‘Annexure D ’.

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 [email protected].

AUDITORS

a. STATUTORY AUDITORS

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 11th AGM of the Company.

b. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act and the Rules made thereunder, the Board of Directors had appointed Anuj Nema, Practicing Company Secretary for conducting the Secretarial Audit of the Company for the financial year 2023- 24.

The Report of the Secretarial Audit in Form MR - 3 is annexed herewith as an Annexure ‘E’ 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, 2024.

c. REPORTING OF FRAUDS BY AUDITORS

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 AND INVESTMENTS

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.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

The Company has an internal financial control framework which is commensurate with the size, scale and complexity of its operations. The Statutory Auditors of the Company reviewed the same on periodical basis.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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.

Hence, there is no information to be provided in Form AOC-2 while particulars of Related Party Transactions in terms of Ind AS-24 are forming part of the enclosed financial statements. GENERAL

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.

During the year the registered office of the Company has shifted by altering the provisions of its Memorandum of Association with respect to changing it from the state of Tamil Nadu to the Karnataka, outside the jurisdiction of existing ROC Chennai to the ROC Bangalore with effect from 1st August, 2023.

There was no change in the authorized as well as paid up share capital of the Company during the year under review. During the year pursuant to section 230 to 232 of the companies act 2013, the Hon''ble National Company Law Tribunal, Bengaluru Bench vide order dated March 14, 2024 has reserved its final orders in connection with the sanction of the Scheme of Amalgamation of TAAL Tech India Private Limited (Transferor Company) i.e., its wholly owned subsidiary. The provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

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.

The Company has complied with applicable Secretarial standards.

Maintenance of Cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the Company. REGISTRAR AND SHARE TRANSFER AGENT Shareholders may contact Registrar and Share Transfer Agent of the Company at the following address:

Link Intime India Private Limited Block No. 202, 2nd Floor, Akshay Complex, Near Ganesh Temple, off. Dhole Patil Road, Pune - 411001, Maharashtra Tel.: [phone] Fax: [phone] E-mail: [email protected], [email protected]

ACKNOWLEDGEMENTS

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.

For and on behalf of Board of Directors

Date: May 30, 2024 Salil Taneja

Place: Pune Chairman

---

Mar 31, 2023

The Directors present herewith the Ninth Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars	Standalone
	Financial Year
	2022-23	2021-22
Total Income	905.57	904.46
Expenditure	129.96	46.34
Profit/(Loss) after Tax	765.56	800.07

OPERATIONS

During the year under review, the total income of the Company was Rs. 905.57 Lakhs as compared to Rs. 904.46 Lakhs during the previous year. The Profit after tax for the year was Rs. 765.56 Lakhs as compared to a profit of Rs. 800.07 Lakhs during the previous year.

TRANSFER TO RESERVES

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

DIVIDEND

The Board of Directors of the Company had declared an interim dividend of Rs. 22.50/- (Rs. Twenty Two and Fifty Paise) on each fully paid 31,16,342 equity shares of Rs. 10/-each (225% per share) amounting to Rs. 7,01,17,695/- during the Financial Year 2022-23. The dividend was paid to those members of the Company whose names appeared in the Register of Members of the Company as on September 24, 2022. The Interim Dividend declared during the year shall be considered as the Final Dividend for the financial year 2022-23 and the confirmation of the members is being sought.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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.

Mr. Salil Taneja was re-appointed as Whole Time Director of the Company, for a period of 3(three) years from October 01, 2022 to September 30, 2025.

Mr. Shyam Powar, reappointed as Independent Director of the Company holds office from the conclusion of the 8^th Annual General Meeting (AGM) until the conclusion of the 13^th Annual General Meeting of the company.

Mr. Jitendra Muthiyan resigned from the position of Chief Financial officer with effect from June 30, 2022 and Mr. Ramesh Rathi was appointed as Chief financial officer with effect from July 01,2022.

Mr. Himanshu Choradiya resigned from the position of Company Secretary and Compliance Officer with effect from February 28, 2023.

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.

The details of Key Managerial Personnel as on March 31, 2023 are as below:

Sr. No.	Name		Designation
1	Mr. Salil Taneja		Whole-Time Director
2	Mr. Ramesh Kuma Rathi		Chief Financial Officer
The Composition of Board of Directors of the Company and attendance at the Board meetings is as follows:
Name of the Director		Category		No. of Board Meetings attended during F.Y 2022-23
Mr. Salil Taneja		Whole Time Director		6
Mr. Arvind Nanda		Independent Director		6
Mr. Shyam Powar		Independent Director		2
Mrs. Rahael Shobhana Joseph		Non-Executive Director		5

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on date of this report, the Company has four direct and indirect 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) is the largest operating subsidiary of the Company.

During the period under review, TTIPL has completed buyback of 50,000 equity shares from its Shareholder. As a result, the shareholding of the Company in TTIPL stands increased to 100% from 94.44% due to completion of Buyback.

PUBLIC DEPOSITS

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.

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance Report are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company have 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, 2023 forms the part of this Report as ‘Annexure A’

BOARD MEETINGS

During the year under review 6 Board Meetings were held as under:

Sr. No.	Date of Meeting
1	May 30, 2022
2	August 12, 2022
3	October 18, 2022
4	September 16, 2022
5	November 14, 2022
6	February 14, 2023

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

AUDIT COMMITTEE AND VIGIL MECHANISM

The present composition of Audit Committee is as follows:

Name of Director	Chairman/ Member
Mr. Shyam Powar	Chairman
Mrs. Rahael Shobhana Joseph	Member
Mr. Arvind Nanda	Member

The Whistle Blower Policy/Vigil Mechanism of the Company as established by the Board is available on its website

www.taalent.co.in

DIRECTORS'' RESPONSIBILITY STATEMENT

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 end of the financial year March 31, 2023 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.

ANNUAL RETURN

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.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

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

NOMINATION AND REMUNERATION POLICY

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’.

A 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 [email protected].

AUDITORSSTATUTORY AUDITORS

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 11th AGM of the Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act and the Rules made thereunder, the Board of Directors had appointed S D Kolhe & Company, Practicing Company Secretary for conducting the Secretarial Audit of the Company for the financial year 202223.

The Report of the Secretarial Audit in Form MR - 3 is annexed herewith 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, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

The Company has an internal financial control framework which is commensurate with the size, scale and complexity of its operations. The Statutory Auditors of the Company reviewed the same on periodical basis.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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.

Hence, there is no information to be provided in Form AOC-2 while particulars of Related Party Transactions in terms of Ind AS-24 are forming part of the enclosed financial statements.

GENERAL

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.

During the year company has altered the Memorandum of Association for alteration of Object Clause and complied with all the applicable provisions of Companies act 2013.

There was no change in the authorized as well as paid up share capital of the Company during the year under review.

During the year pursuant to section 230 to 232 of the companies act 2013, company has made an application to National Company Law Tribunal (“NCLT”) for scheme of amalgamation with TAAL Tech India Private Limited i.e., its wholly owned subsidiary.

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

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.

The Company has complied with applicable Secretarial standards.

Maintenance of Cost records under Section 1 48(1 ) of the Companies Act, 2013 is not applicable to the Company.

REGISTRAR AND SHARE TRANSFER AGENT

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

Link Intime India Private Limited

Block No. 202, 2nd Floor, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune - 411001.

Tel.: [phone] Fax: [phone] E-mail: [email protected] [email protected]

ACKNOWLEDGEMENTS

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.

---

Mar 31, 2018

Dear Members,

The Directors present herewith the Fourth Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in lakh)

Particulars	Standalone
	2017-18	2016-17
Total Income	937.82	667.93
Expenditure	876.72	659.39
Profit/(Loss) after Tax	50.88	(10.89)

DIVIDEND

With a view to meet operational and financial obligations your Company does not recommend any dividend for the financial year ended March 31, 2018.

RESULT OF OPERATIONS

The Revenue of the Company had decreased because of unplanned grounding of the aircraft due to non-availability of the pilot.

AUDITORS

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Shareholders of the Company at the Annual General Meeting held on September 29, 2015, approved the appointment of M/s. MSKA & Associates (Formerly known as MZSK & Associates), Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of 6^th AGM of the Company.

Vide notification dated May 07, 2018, the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of Statutory Auditors at every AGM. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors of the Company

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s DVD & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure D.

The approval of statutory authority was pending / under process for the appointment of Women Director on the Board of Directors of the Company.

Being a small Company the Company was finding it challenging to get suitable candidate as Chief Financial Officer.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Rahael Shobhana Joseph ceased to be a Director of the Company w.e.f. April 22, 2017. However, pursuant to the recommendation of Nomination and Remuneration Committee and subject to approval by members in a General Meeting, Mrs. Rahael Shobhana Joseph was appointed as Additional Director w.e.f. November 16, 2017.

Mr. R. Poornalingam who was appointed as an Additional Director w.e.f. April 18, 2017, was appointed as Independent Director in the Annual General Meeting held on September 27, 2017.

Mr. Mr. C S Kameswaran, Whole-time Director of the Company ceased to a Directors w.e.f. February 07, 2018 due to his sad demise.

Mr. Vasant Bhat resigned as Chief Financial Officer w.e.f August 28, 2017.

Ms. Sakina Sami resigned as Company secretary and Compliance Officer w.e.f. August 14, 2017. Mr. Anuj Nema was appointed as Company Secretary and Compliance Officer w.e.f. August 16, 2017 and resigned from his position w.e.f. March 17, 2018. Thereafter, Mr. Niranjan Kulkarni was appointed as Company Secretary and Compliance Officer w.e.f. April 07, 2018.

The Composition of Board of Directors of the Company is as follows;

Name of the Director	Catagory	No. of Board Meetings attended during F.Y 2017-18
C.S. Kameswaran*	Whole-time Director	5
Nirmal Chandra	Independent Director	7
R. Poornalingam	Independent Director	7
Rahael Shobhana Joseph#	Non-Executive Director	3

*Ceased to be Director due to death w.e.f. February 07, 2018 #Appointed as as Additional Director w.e.f. November 16, 2017

BOARD MEETINGS

During the year under review 7 Board Meetings were held as under:

Sr. No.	Date of Meeting
1	June 30, 2017
2	June 30, 2017
3	August 16, 2017
4	September 14, 2017
5	November 16, 2017
6	December 12, 2017
7	February 13, 2018

AUDIT COMMITTEE

The present composition of Audit Committee is as follows:

Name of Director	Chairman/ Member
Mr. R. Poornalingam	Chairman
Mrs. Rahael Shobhana	Member
Joseph*
Mr. Nirmal Chandra	Member

AUDITORS REMARKS

In respect of Emphasis of Matter by the Statutory Auditors on the Standalone & Consolidated Financial Statements, it has been explained in Notes forming part of said Financial Statements which is self-explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANIES

As on date of this report, The Company has five Direct and Indirect subsidiaries. A report in Form AOC-1 on performance and financial position of the subsidiaries as per the Companies Act, 2013 is provided in the Financial Statements forming part of this Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report is forming part of this Report

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance Report are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company; still the Company has positive gestures towards philanthropic activities in future.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) read with Section 134 (5) of the Act, your Directors make the following statement:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had 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 fair view of the state of affairs of the Company at the end of the financial year March 31, 2018 and of the Loss of the Company for that period;

iii) that the Directors had 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 and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis;

v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is forming part of this Report as Annexure A.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

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

NOMINATION AND REMUNERATION POLICY

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 is available on its website www.taalent.co.in.

Details pertaining to remuneration of employees’ required under Section 197(12) of the Act read with Rules made there under is forming part of this Report as Annexure-C.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, Guarantees and Investments covered under Section 186 of the Act are provided in the Notes to Financial Statements forming part of this Annual Report.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

The Company has proper Internal Control System, commensurate with the size, scale and complexity of its operations. It is routinely tested and overseen by Statutory as well as Internal Auditors.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There is no information required to be mentioned in Form AOC-2, since the Company has not entered into any contract with related parties that is either a material contract or not at arm’s length basis. The particulars of all Related Party Transactions in terms of applicable Accounting Standards are forming part of the financial statements.

GENERAL

1) No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

2) There is no change in the nature of business of the Company.

3) There have been no material changes and commitments, if any affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial report relates and the date of the report.

4) Your Directors further states that 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) The Company has complied with applicable Secretarial Standards.

REGISTRAR AND SHARE TRANSFER AGENT

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

Link Intime India P. Ltd.

Block No. 202, 2nd Floor, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune - 411001

Tel.: [phone] Fax: [phone]

E-mail: [email protected]

ACKNOWLEDGEMENTS

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.

For and on behalf of Board of Directors

Nirmal Chandra

Chairman

Place : Pune

Date : May 22, 2018

---

Mar 31, 2016

Directors’ Report

To the Members of TAAL Enterprises Limited

The Directors present herewith the Second Annual Report and Audited Financial Statements of the Company for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

(Rs. In lakhs)

Particulars	2015-16	2014-15
Gross Income	860.01	378.31
Expenditure	910.01	655.30
Profit/(Loss) after Tax	(50.01)	(276.99)

DIVIDEND

Yours Directors are unable to recommend Dividend for the financial year ended on March 31,2016,in view of the loss.

OPERATIONS

During the previous year, the Charter plane was grounded for two and a half months for the purpose of scheduled maintenance (mandatory Hot Section Inspection). Despite of this, the Company has registered a significant growth in revenue during the year on account of improved business environment.

AUTHORISED SHARE CAPITAL

Pursuant to the Scheme of Arrangement between Taneja Aerospace and Aviation Ltd. (TAAL) and TAAL Enterprises Limited, the Authorized Share Capital of the Company has been increased to Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each.

SCHEME OF ARRANGEMENT

Pursuant to the Scheme of Arrangement, 50,000 equity shares of Rs. 10/- each held by TAAL in the Company were reduced and cancelled. Consequently, the Company also ceased to be a subsidiary of TAAL. Pursuant to the Scheme of Arrangement, the Shareholders of TAAL, as on September 30, 2015 (Record Date/ Book closure) have been allotted 1 (One) Equity Share of Rs. 10/- each in the Company for every 8 (Eight) Equity Shares of Rs. 5/- each held in TAAL. As a result, the Paid-up Share Capital of the Company increased to Rs. 311.63 Lakhs.

RESERVES

The Company has transferred Rs. 5 Lacs to Capital Reserve on account of cancellation of shares pursuant to the Scheme of Arrangement.

LISITING OF SHARES ON BSE LIMITED

The equity shares of the Company got listed on BSE and trading commenced with effect from July 5, 2016.

The BSE Scrip code of the Company is 539956 and the ISIN is INE524T01011.

INDEPENDENT DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Nirmal Chandra and Mr. Ajay Joshi were appointed as Additional Directors (Independent) of the Company w.e.f April 18, 2016 to hold office upto the ensuing Annual General Meeting.

Mr. Nirmal Chandra has been appointed as Chairman of the Board.

Mr. C. S. Kameswaran, Director of the Company has been redesignated as Whole-Time Director of the Company w.e.f. April1, 2016.

Ms. Sakina Sami has been appointed as Company Secretary of the Company w.e.f. November 7, 2015.

The Company has already identified a candidate and is in the process of appointing him as a Chief Financial Officer.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Companies, 2013 (‘Act’).

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors like: Knowledge and Skills, Familiarity with the Company and its business, Monitoring Company’s Corporate Governance Practices, Development of strategies and risk management systems, Participation and attendance in meetings, Professional conduct, Sharing of information etc.

OTHER DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of the company, Mr. C. S. Kameswaran retires by rotation and being eligible, offers himself, for re-appointment.

M/s. Prakash Saralaya and Salil Taneja ceased to be Directors of the Company w.e.f April 22, 2016 due to personal reasons. The Board places on record its appreciation and thanks them for their valuable contribution to the Company.

Mrs. Shobhana Joseph has been appointed as an Additional Director (Non-Independent) of the Company w.e.f. April 18, 2016to hold office up to the ensuing Annual General Meeting.

The composition of existing Board of Directors of the Company is as follows:

Name of the Director	Category	No. of Board meetings attended during Financial year 2015-16
C. S. Kameswaran	Whole time Director	6
Shobhana Joseph	Non-Executive Director	NA
Nirmal Chandra	Independent Director	NA
Ajay Joshi	Independent Director	NA

During the year under review, Seven Board Meetings were held as under:

Sr. No.	Date of Meeting
1.	May 25, 2015
2.	June 15, 2015
3.	August 14, 2015
4.	September 7, 2015
5.	November 7, 2015
6.	November 13, 2015
7.	February 25, 2016

AUDIT COMMITTEE

Audit Committee was constituted by the Board in their meeting held on April 22, 2016.

The composition of Audit Committee is as follows:

Name of Director	Chairman/ Member
Ajay Joshi	Chairman
Shobhana Joseph	Member
Nirmal Chandra	Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted by the Board in their meeting held on April 18, 2016.

The composition of Nomination and Remuneration Committee is as follows:

Name of Director	Chairman/ Member
Ajay Joshi	Chairman
Shobhana Joseph	Member
Nirmal Chandra	Member

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted by the Board in their meeting held on April 22, 2016.

The composition of Stakeholders Relationship Committee is as follows:

Name of Director	Chairman/ Member
Shobhana Joseph	Chairman
C S Kameswaran	Member

AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 and the Rules framed there under, the Shareholders of the Company at the 1st AGM held on September 29, 2015, approved the appointment of M/s. MZSK & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years till the conclusion of 6th AGM of the Company, subject to ratification of their appointment at every AGM.

The Auditors have confirmed their eligibility and willingness to continue to act as Auditors and the Directors recommend their

ratification at the ensuing Annual General Meeting.

AUDITORS REMARKS

In respect of Emphasis of Matter by the Statutory Auditors on the Standalone & Consolidated Financial Statements, it has been explained in Notes forming part of said Financial Statements which is self-explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANIES

During the year under review, pursuant to the Scheme of Arrangement, TAAL Tech India Pvt. Ltd. and First Airways Inc. USA became subsidiaries of the Company with effect from August 21, 2015.

As on date of this report, The Company has five Direct & Indirect subsidiaries. A report in Form AOC-1 on performance & financial position of the subsidiaries as per the Companies Act, 2013 is provided in the Financial Statements forming part of this Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report is forming part of this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to R. 15(2) of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report is not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) read with Section 134 (5) of the Act, your Directors make the following statement:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had 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 fair view of the state of affairs of the Company at the end of the financial year March 31, 2016 and of the Loss of the Company for that period;

iii) that the Directors had 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 and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis;

v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 is forming part of this Report as Annexure A.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

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

NOMINATION AND REMUNERATION POLICY

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 other matters is available on its website www.taalent. co.in

The criteria for performance evaluation as laid down by Nomination and Remuneration Committee has been defined in the Nomination and Remuneration Policy.

Details pertaining to remuneration of employees required under Section 197(12) of the Act read with Rules made there under is forming part of this Report as Annexure-C.

SECRETARIAL AUDIT REPORT

The provisions of Section 204 of the Act with regard to Secretarial Audit are not applicable to the Company, since the Company was not a listed entity as on March 31, 2016.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, Guarantees and Investments covered under Section 186 of the Act are provided in the Notes to Financial Statements forming part of this Annual Report.

RISK MANAGEMENT

The Company is developing a risk management frame work including the policy covering material risks. Further, it is difficult to predict events that might result in unplanned non-availability or loss of the Aircraft which can have significant negative impact on the operations of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has an established system of internal financial controls. Further, there has been a demerger during the year resulting in two independent entities viz. TAAL and TAAL Enterprises Ltd. The existing internal control systems are, therefore, being suitably modified to take care of new requirements arising out of the demerger.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There is no information required to be mentioned in Form AOC-2, since the Company has not entered into any contract with related parties that is either a material contract or not at arm’s length basis. The particulars of all Related Party Transactions in terms of applicable Accounting Standards are forming part of the financial statements, under note no. 24.

GENERAL

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

2. Your Directors further state that 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.

REGISTRAR AND SHARE TRANSFER AGENT

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

Link In time India P. Ltd.

Block No. 202, 2nd Floor, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune -411001 Tel.: [phone] Fax.: [phone] e-mail: [email protected]

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its Customers, Bankers, Shareholders, Suppliers, Business Partners, Aviation Authorities and other Indian Services and the Central and State Governments. The Directors also express their sincere appreciation to all the employees of the Company for their contribution, hard work and commitment.

For and on behalf of Board of Directors

Nirmal Chandra

Pune,0ctober3,2016 Chairman

INDUSTRY STRUCTURE