Your Directors present herewith the Eleventh Annual Reportalong with Audited Financial Statements of the Company forthe 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
During the year under review, the total income of the Companywas Rs. 1057.45 Lakhs as compared to Rs. 345.07 Lakhsduring the previous year. The Profit after tax for the year wasRs. 896.23 Lakhs as compared to a profit of Rs. 165.78 Lakhsduring the previous year.
During the year, the Company has not transferred any amountto General Reserves.
The Board of Directors of the Company had declared InterimDividend during the Financial Year 2024-25 as follows:
1st interim dividend of Rs. 25/- (Twenty-Five Rupees only)on each fully paid 31,16,342 equity shares of Rs. 10/- eachamounting to Rs. 7,79,08,550/- during the Financial Year2024-25.
The interim dividend was paid to those members of theCompany whose names appeared in the Register of Membersof the Company as on August 23, 2024.
Your Company's Board of Directors as on the financial yearended 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 pecuniaryrelationship or transactions with the Company, other thansitting fees or reimbursement of expenses, if any incurredby 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 forre-appointment.
The Independent Directors of the Company had given adeclaration pursuant to Section 149(7) of the Act.
The annual performance evaluation has been done by theBoard of its own performance and that of its committeesand individual Directors based on the criteria for evaluationof performance of Independent Directors and the Board ofDirectors and its Committees as approved by the Nominationand Remuneration Committee which the Board found to besatisfactory.
The Board is of the opinion that the Independent Directorsof the Company possess adequate proficiency, experience,expertise and integrity to best serve the interest of theCompany.
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 CompanySecretary and Compliance Officer with effect from September30, 2024 and
Mr. Aditya Shashikant Oza was appointed and designated asCompany Secretary and Compliance Officer with effect fromNovember 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-TimeDirector
2
Mr. SudishkumarKuttappan Nair
Chief Financial Officer
3
Mr. Aditya Shashikant Oza
Company Secretary andCompliance Officer
The Composition of Board of Directors of the Company andattendance at the Board meetings is as follows:
Name of theDirector
Category
No. of BoardMeetingsattendedduringF.Y 2024-25
Whole Time Director
4
Mr. Arvind Nanda
Independent Director
Mr. Shyam Powar
Ms. Deepa Mathur
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURECOMPANIES
As oAs on 31st March, 2025, The Company had one (1) directand three (3) indirect subsidiaries. Pursuant to the approval ofScheme of Amalgamation of Company with its wholly ownedsubsidiary Company i.e. TAAL Tech India Private Limited byNational Company Law Tribunal Bengaluru Bench with itsorder dated 21st May, 2025, TAAL Tech India Private Limitedhas been amalgamated with TAAL Enterprises Limited w.e.f27th June, 2025(Effective date) and The Company as on dateof this report has only three (3) Subsidiaries.
In accordance with Section 129(3) of the Act, a statementcontaining salient features on performance and financialposition of the subsidiaries in Form AOC-1 is provided in theFinancial Statements forming part of this Annual Report.
The Company has framed a Policy for determining MaterialSubsidiaries which is available on its website www.taalent.co.in.
TAAL Tech India Private Limited (TTIPL) was the largestoperating subsidiary of the Company and Post merger thebusiness of this company will be coincided completely withthe TAAL Enterprises Ltd.
During the year under review, Your Company has notaccepted any deposits from the public falling within thepurview of Section 73 of the Companies Act, 2013 read withthe Companies (Acceptance of Deposits) Rules, 2014.
Pursuant to the SEBI (LODR) Regulations, 2015 a separatesection on Management Discussion & Analysis is forming partof this Report.
Pursuant to Regulation 15(2) of the SEBI (Listing ObligationsDisclosure Requirements) Regulations, 2015, andamendments thereof, the provisions relating to CorporateGovernance Report were not applicable to the Companyduring the Financial Year ended 2024-25.
The Company has duly complied with the Section 135 of theAct and the applicable rules thereunder.
Annual Report on CSR Activities for the Financial Year endedMarch 31, 2025 forms the part of this Report as ‘Annexure A’.
During the year under review 4 Board Meetings were held asunder:
Sr. No.
Date of Meeting
May 30, 2024
August 14, 2024
November 12, 2024
February 11,2025
The intervening gap between the Meetings was within theperiod prescribed under the Companies Act, 2013 andSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
The present composition of Audit Committee is as follows:
Name of Director
Chairman/ Member
Chairman
Member
The Whistle Blower Policy/Vigil Mechanism of the Companyas established by the Board is available on its website www.taalent.co.in.
Pursuant to Section 134(3)(c) read with Section 134(5) of theAct, your Directors make the following statement:
i. that in preparation of annual accounts, the applicableaccounting standards have been followed along withproper 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 atrue and fair view of the state of affairs of the Companyat the end of the financial year March 31, 2025 and of theprofit of the Company for that period;
iii. that the Directors have taken proper and sufficient carefor the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company andfor preventing and detecting fraud & other irregularities;
iv. that the Directors have prepared the annual accounts ona going concern basis;
v. that the directors have laid down Internal financialControls to be followed by the Company and thatsuch internal financial controls are adequate and wereoperating effectively; and
vi. that the directors have devised proper systems to ensurecompliance with provisions of all applicable laws & thatsuch systems were adequate & operating effectively.
As per Section 134(3)(a) of the Companies Act, 2013, theAnnual Return referred to in Section 92(3) has been placedon 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 Actis forming part of this Report as ‘Annexure B’
The Nomination and Remuneration Policy of the Company onDirector's appointment and remuneration including criteria fordetermining qualifications, positive attributes, independenceof a Director and the criteria for performance evaluation aslaid down by Nomination and Remuneration Committee hasbeen defined in the Nomination and Remuneration Policy. Thesaid policy is available on its website at www.taalent.co.in
Details pertaining to Section 197(12) of the Act read with rulesframed their under forms part of this report as ‘Annexure C’.
The details of employees in terms of Rule 5(2) and (3) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 forms part of this Report.
However, in terms of Section 136 of the Act, the Annual Reportis being sent to the members and others entitled thereto. Thesaid statement is available for inspection by the Membersat the Registered Office of the Company during businesshours on working days up to the date of the ensuing AGM.If any Member is interested in obtaining a copy thereof, suchMember may write to the Company at secretarial@taalent.co.in.
Pursuant to Section 139 of the Companies the Act,2013 (the 'Act') and the Rules framed there under, theShareholders of the Company at the 6th Annual GeneralMeeting (AGM) held on September 30, 2020, approvedthe appointment of M/s. V P Thacker & Co., CharteredAccountants, (Firm Registration No. 118696W) as theStatutory Auditors of the Company to hold office for aperiod of 5 (five) consecutive years till the conclusion of11th AGM of the Company.
Pursuant to Section 204 of the Act and the Rules madethereunder, the Board of Directors had appointed Mr. AnujNema, Practicing Company Secretary for conducting theSecretarial Audit of the Company for the financial year2024- 25.
The Report of the Secretarial Audit in Form MR - 3 isannexed here with as an Annexure ‘D’to this Report.
There are no qualifications, reservations or adverseremarks made by the Secretarial Auditors in theiraudit report for the year ended March 31, 2025. All theobservations made by the Secretarial Auditor in the saidaudit report, are self-explanatory and do not call for anyfurther comments.
During the year under review, neither the StatutoryAuditors nor the Secretarial Auditor have reported to the
Audit Committee, under Section 143(12) of the Act, anyinstances of fraud committed against the Company by itsofficers or employees, the details of which would need tobe mentioned in the Board's report.
Particulars of Loans, Guarantees & Investments coveredunder Section 186 of the Act has been given in Notes toFinancial Statements forming part of this Annual Report.
The Company has a robust risk management framework toidentify and mitigate risks arising out of internal as well asexternal factors.
The Internal Financial Controls with reference to the FinancialStatements are commensurate with the size and natureof business by virtue of internal audit of the Company.Internal Audits are periodically conducted by an externalfirm of Chartered Accountants who monitor and evaluate theefficiency and adequacy of internal control systems in theCompany, its compliance with operating systems, accountingprocedures and policies of the Company. Board also takesreview of internal audit functioning and accounting systems,in order to take suitable corrective actions in case of anydeviations.
During the year, such controls were tested by the StatutoryAuditors and no material weakness in control design ofoperations were observed by them.
During the year under review, the Company has not enteredinto any contract/ arrangement/ transaction with related partieswhich were either not at an arm's length or not in the ordinarycourse of business & further could be considered material inaccordance with the policy of the Company on materiality ofrelated party transactions.
As stipulated by Section 134(3)(h) of the Act read with Rule8(2) of the Companies (Accounts) Rules, 2014, particulars ofRelated Party Transactions are given in Form No. AOC - 2 asAnnexure ‘E' and the same form an integral part of this reportand particulars of Related Party Transactions in terms of IndAS-24 are forming part of the enclosed financial statements.
The Ministry of Corporate Affairs notified the SecretarialStandard on Meetings of the Board of Directors (SS- 1),Secretarial Standard on General Meetings (SS-2), SecretarialStandard on Dividend (SS-3) and Secretarial Standardon Report of the Board of Directors (SS-4). The Companycomplies with Secretarial Standards and guidelines issued bythe Institute of Company Secretaries of India (ICSI).
1. No significant or material orders were passed by theRegulators or Courts or Tribunals which impact the goingconcern status and Company's operations in futureexcept that the Hon'ble National Company Law Tribunal,Bengaluru Bench vide order dated 21st May 2025sanctioned the Scheme of Amalgamation of Taal TechIndia Private Limited (Transferor Company) with TaalEnterprises Limited (Transferee Company) with effectfrom the appointed date of 1st April 2023 which becameeffective as on 27th June, 2025 after filing of the saidorder copy with Registrar of the Companies, Bengaluruby both the Companies.
2. There was no change in the authorized as well as paid upshare capital of the Company during the year under review.Further Pursuant to the said Scheme of Amalgamationof Taal Tech India Private Limited (Transferor Company)with Taal Enterprises Limited (Transferee Company)coming into effect from 27th June, 2025, the authorizedshare capital of the Company has been increased toRs. 6,00,00,000/- divided into 60,00,000 (Sixty Lakhs)equity shares of Rs.10/- (Rupee Ten only) each andconsequently, the Capital Clause of the Memorandumof Association of the Company has also been amendedaccordingly. The copy of Memorandum of Associationand Articles of Association of Company has been placedon the Website of the Company which can be accessedfrom www.taalent.co.in
3. The provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassmentof Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 was not applicable to the Companyduring the year under review.
4. During the year under review, there were no casesfiled 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 withRule 3 of Companies (Cost Record and Audit) Rules,
2014, the Company is not required to maintain the costrecords for the Financial Year 2024-25.
6. It is to confirm that, No provisions of The MaternityBenefit Act, 1961, were applicable to the Company forthe Financial Year 2024-25.
Shareholders may contact Registrar and Share TransferAgent of the Company at the following address:
ACKNOWLEDGEMENTS
The Directors take this opportunity to thank their Customers,Bankers, Vendors, Aviation authorities, Government andregulatory authorities and all other stakeholders for theirvaluable sustained support. The Directors also express theirdeep 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 GaneshTemple, off. Dhole Patil Road, Pune - 411001, Maharashtra
Tel.: 020-46014473 Fax: 020- 26163503
E-mail: umesh.sharma@in.mpms.mufg.com,
pune@in.mpms.mufg.com