Equity Analysis

To

The Members,

Your Directors have pleasure in presenting the 39^th Director's Report along with the Audited financial statements for the year ended March 31,2024.

During the Financial Year under review, your Company has registered revenue from operations of Rs. 1803.00 Lakhs as against Rs. 1283.37 Lakhs in the previous year. The profit after tax for the year stood at Rs. 481.46 Lakhs as against Rs. 328.15 Lakhs in the previous year.

Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this Annual Report.

During the Financial Year under review, there has been no change in the nature of business of the Company.

Considering the future prospects and better operations of the Company, the Board of Directors does not recommend payment of dividend on the Equity Shares of the Company for the financial year ended March 31,2024.

Your Board does not propose to transfer any amount to the General Reserves and has decided to retain the entire amount of profit for the Financial Year ended March 31,2024 in the profit and loss account.

Your Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

The particulars of loans, guarantees given and investments made by your Company pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013 during the Financial Year 2023-24 are disclosed under the respective schedules/ notes in the Financial Statements.

All Related Party Transactions entered into by your Company during the Financial Year 2023-24 were on arm's length basis and in the ordinary course of business.

There were no material significant Related Party Transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large required to be reported herein.

All Related Party Transactions have been placed before the Audit Committee for their approval and to the Board, as and when required.

In certain cases, prior omnibus approval of the Audit Committee is obtained on a yearly basis. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

Attention of the Shareholders is drawn to the disclosure of transactions with Related Parties as set out in Note No. 35 of the Financial Statements, forming part of the Annual Report.

The Policy of Related party transactions/ Disclosures are approved by the Board is posted on the Company's website viz. https://www.tainwala.in/policies.html.

The Company does not have any Subsidiary, Joint venture or Associate Company.

Your Company has neither accepted/ renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 76 of the Companies Act, 2013 and the Rules framed there under.

During the Financial Year under review, there was no change in the capital structure of the Company. The, the issued, subscribed and paid-up equity share capital of the Company is Rs. 9,36,38,630/- (Rupees Nine Crores Thirty Six Lakhs Thirty Eight Thousand Six Hundred and Thirty only) divided into 93,63,863 (Ninety Three Lakhs Sixty Three Thousand Eight Hundred and Sixty Three) Equity Shares of Rs. 10/- each.

The Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the year under review and hence no further details/ information invited in this respect.

The Equity shares of the Company are listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paid on time to the BSE & NSE.

The Company is registered with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The shareholders can take advantage of holding their shares in dematerialized mode.

The Company has an Internal Financial Controls (‘IFC') framework, commensurate with the size, scale, and complexity of the Company's operations and is in line with requirements of the Companies Act, 2013.

The Board of Directors of the Company is responsible for ensuring that IFC have been laid down by the Company and that such controls are adequate and operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies. The Company has laid down Standard Operating Procedures and policies to guide the operations of each of its functions. Business heads are responsible to ensure compliance with these policies and procedures.

During the year under review, no material or serious observations has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company to the best of their knowledge

and ability hereby state and confirm that:

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

(b) 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 and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

As on March 31, 2024, the Board of Directors of the Company comprises 8 (Eight) Directors as follows:

There was no change in constitution of Board of Directors during the financial year under review.

Pursuant to the provisions of Section 203 of the Act, Mr. Ramesh Tainwala, Managing Director, Mrs. Simran Mansukhani, Chief Financial Officer and Director & Ms. Aarti Parmar, Company Secretary held the positions of Key Managerial Personnel of the Company as on March 31,2024.

Post completion of financial year, there was a change in constitution of Board of Directors and position of Key Managerial Personnel as mentioned below:

a. Ms. Simran Mansukhani, has resigned from the positions of Chief Financial Officer and Director of the Company w.e.f. April 25, 2024.

b. Ms. Ayush Tainwala, has resigned from the position of Director of the Company w.e.f. June 7, 2024.

c. Ms. Upasana Babel was appointed as a Chief Financial Officer and as an Additional Director of a Company w.e.f. May 21,2024.

Ms. Upasana Babel holds the office of the Director upto the ensuing Annual General Meeting. Your Directors recommends her reappointment at ensuing Annual General Meeting of the Company.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. Rakesh Tainwala (DIN: 00237671), is liable to retire by rotation at the forthcoming Annual General Meeting (‘AGM'), and being eligible offers himself for re-appointment.

A detailed note, profile and explanatory statement for the aforesaid re-appointment is provided in the notice of AGM.

In order to ensure compliance with the applicable provisions of the Companies Act, 2013 as well the provisions of the SEBI Listing Regulations, the following statutory Committees have been constituted by the Board and they function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

4 (Four) meetings of the Board of Directors were held during the year under review.

The details of (a) the meetings of the Board, (b) meetings of Committees, held during the year and (b) composition and terms of reference of the Committees are furnished in the Corporate Governance Report which forms a part of this Annual Report.

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has received disclosures in Form DIR-8 from all the Directors' of the Company and the Board had noted that none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board of Directors have evaluated the Independent Directors during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

The Company has adopted a Code of Conduct for Board of Directors, Core Management Team and Employees. In addition, it suitably incorporates the duties of Independent Directors as laid down in the Act.

The Code lays down the standard of conduct which is expected to be followed by the insiders in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The same can be accessed using the following link: https://www.tainwala.in/code of conduct.html.

The Members of the Board and the Senior Management personnel of the Company have confirmed compliance with the Code of Conduct of the Company.

Further, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), as amended from time to time, the Board had adopted the Code of Conduct to Regulate, Monitor and Report Trading In Securities by Insiders (“the Insider Code”). This Insider Code is applicable to all Directors, Promoters, such identified Designated Persons and their Immediate Relatives and other Connected Persons who are expected to have Unpublished Price Sensitive Information relating to the Company. The same can be accessed using the following link: https://www.tainwala.in/code of conduct.html.

Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and it's Committees.

The evaluation of the Directors, Board and Committees were carried out including, Board structure and composition, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information flow, functioning of the Board/ Committees, Board culture and dynamics, quality of relationship between the Board and Management, contribution to decisions of the Board, guidance/ support to Management outside Board/ Committee meetings.

The Nomination & Remuneration Committee has laid down the evaluation framework for assessing the performance of Directors comprising of the following key areas:

• Attendance in meetings of the Board and its Committees.

• Quality of contribution to Board deliberations.

• Strategic perspectives or inputs regarding future growth of Company and its performance.

• Providing perspectives and feedback going beyond information provided by the management.

• Commitment to shareholders and other stakeholder interests.

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) is responsible for determining qualification, positive attributes and Independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and other employees.

The Company's policy on appointment of Directors (Board Diversity Policy) is available on the Company's website at https://www.tainwala.in/policies.html

The policy on remuneration and other matters (Nomination and Remuneration Policy) provided in Section 178(3) of the Act is available on the Company's website at https://www.tainwala.in/policies.html

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Ramesh Tainwala, Managing Director of a Company was not drawing any remuneration during the financial year under review, hence comparison of figures is not applicable.

2. Mr. Ayush Tainwala, Executive Director of a Company was not drawing any remuneration during the financial year under review, hence comparison of figures is not applicable.

3. Mrs. Simran Mansukhani - 15.52%

4. Ms. Aarti Parmar - Since the remuneration of Company Secretary is only for the part of the previous year, increase in the percentage of remuneration is not comparable.

4.01%

D. The number of Permanent Employees on the rolls of Company as on March 31, 2024: 24

(Twenty Four).

a. Increase in the average remuneration of employees other than Key Managerial Personnel: 32.77%

b. There is no increase in the average remuneration of Key Managerial Personnel's during the year.

The reason for no increase in remuneration is due to changes in the Key Managerial Personnel's during the preceding financial year and the Managing Director has also not taken any remuneration during the financial year under review.

Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

A statement showing the names of the top ten employees in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as well as the names and other particulars of every employee covered under the rule, are available at the registered office of the Company, and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

a. The Company does not have any employee who employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh Rupees;

b. The Company does not have any employee who employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees per month;

c. The Company does not have any employee who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the Equity shares of the Company.

In compliance with the provisions of section 177(9) of the Act, and Regulation 22 of SEBI Listing Regulations, the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected incidents of fraud or violation of Code of Conduct.

The detailed policy on Vigil mechanism is disclosed on the website of the Company at https://www.tainwala.in/policies.html.

Pursuant to requirements of SEBI Listing Regulations, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz. https://www.tainwala.in/policies.html.

The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has achieved a criterion of profitability, for applicability of provisions of the Corporate Social Responsibility (CSR) for the year ended March 31,2024. Accordingly, the Company is required to comply with the provisions related to Section 135 of the Companies Act, 2013 with rules made thereunder during the financial year 2024-25.

The Board of Directors had approved a Policy on Corporate Social Responsibility of a Company at their meeting held on May 21,2024.

Pursuant to sub-section 9 of Section 135 of the Companies Act, 2013, the amount to be spent by a Company for CSR does not exceed Rs. 50 Lakhs, for the financial year 2024-25, accordingly the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee is not applicable to the Company. The Board of Directors had approved the same at their Board Meeting held on May 21,2024 and decided that the functions of CSR Committee provided under the provisions of the act will be discharged by the Board of Directors of the Company.

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure A”.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification (s) or re-enactment thereof, for the time being in force), members of the Company at their Thirty Sixth Annual General Meeting of the Company held on September 28, 2021 had appointed M/s. GMJ & Co, Chartered Accountants, Mumbai (Firm Registration No. 103429W) as Statutory Auditors of the Company for a period of Five (5) years, to conduct the Statutory Audit from the Financial Year 2021-22 to Financial Year 2025-26 and to hold office from the conclusion of 36^th AGM till the conclusion of 41^st AGM to be held for Financial Year 2025-26.

The Statutory Auditors Report for FY 2023-24 does not contain any qualification, reservation or adverse remarks.

The comments by the auditors in their report read along with information and explanation given in notes to accounts are self-explanatory and do not call for further explanation.

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations and other applicable provisions framed thereunder, as amended, the Board of Directors had, upon recommendation of Audit Committee, at their Board meeting held on May 10, 2023 had appointed M/s. GMJ & Associates, Practicing Company Secretaries to conduct Secretarial Audit for the FY 2023-24.

The report of the Secretarial Auditor in Form No. MR-3 is attached as “Annexure B”. There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial Auditors in their Secretarial Audit Report for the year ended March 31,2024.

The observations given by the Secretarial Auditors in their report are self-explanatory and do not call for further explanation.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India (SEBI), M/s. GMJ & Associates, Practicing Company Secretaries have issued the Annual Secretarial Compliance Report for the financial year ended March 31, 2024, thereby confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued there under by the Company.

M/s. Gohil Tejas & Co., Chartered Accountants in practice having Firm Registration No. 135813W, was appointed as an Internal Auditors of the Company for the financial year 2023-24 by the Board of Directors at their Board Meeting held on May 10, 2023.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees which were reported to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

The provisions of sub-section (1) of Section 148 of the Act are not applicable to the Company as Central Government has not specified the maintenance of cost records for any of the business activities of the Company.

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, copy of Annual Return in Form MGT-7 for the year ended March 31,2024 will be hosted on the website of the Company, viz., www.Taiwala.in at the web link https://www.tainwala.in/financial result.html.

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the employees of the Company.

During the year under review, the Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016. Hence, no further disclosure is required in this regard.

During the Financial year, the Company has not initiated One Time Settlement with the Banks or Financial Institutions and therefore details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan is not applicable.

The requisite certificate from M/s. GMJ & Associates, Company Secretary in Practice (CP No. 1432), Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34(3) and schedule V of the SEBI Listing Regulations, is annexed to this Report as “Annexure C”.

A separate section covering Corporate Governance as per the requirements of SEBI Listing Regulations is annexed to this Report as “Annexure D”.

The Management Discussion and Analysis Report for the Financial Year 2023-24, as stipulated under Regulation 34(2) of the SEBI Listing Regulations, forms a part of the Annual Report as “Annexure E”.

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

In accordance with the provisions of the SEBI Listing Regulations, pertaining to Corporate Governance norms, Mr. Ramesh Tainwala, Managing Director and Ms. Upasana Babel, Chief Financial Officer, has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended March 31,2024. The same is annexed to this Report as “Annexure F”.

Your Directors take this opportunity to thank the Company's customers, members, vendors, Banker and other stakeholders for their continued support during the year. Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

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