DIRECTORS' REPORT

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)

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:

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

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:

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:

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: