titaanium ten enterprise ltd Directors report

Dear Members,

The Board of Directors are pleased to present the 15th Annual Report of the Company along with the Audited Financial statements and Auditors Report for the financial year 2022-23.

1. FINANCIAL PERFORMANCE :-

The financial performance of the Company is summarized below:

(Rs. In Lakhs)

Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations	23,244.58	25,225.41
Other Income	16.07	113.17
Total Income	23,260.65	25,338.58
Total Expenses	23,080.87	25,132.24
Profit / (Loss) Before Tax & Exceptional / Extraordinary Items	179.78	206.34
Less: Exceptional items Extraordinary items	(27.02) 0.99	8.04 0.41
Profit / (Loss) Before Tax	205.81	197.89
Less: Tax Expense :
- Current Tax	51.33	56.10
- Deferred Tax	(5.76)	(2.31)
Net Profit/(Loss) After Tax	160.24	144.09

2. REVIEW OF OPERATIONS:-

The Total Income of your Company for the current year has been decreased to Rs. 23,260.65/- Lakhs as against the Total Income of Rs. 25,338.58/- Lakhs of the previous year. However, the Company has earned a Net Profit of Rs. 160.24/-Lakhs for the current year as compared to the Net Profit of Rs. 144.09/- of the previous year.

3. TRANSFER TO RESERVES:-

The Board of Directors has decided to retain the entire amount of Profit for the financial year 2022-23 in the statement of Profit and Loss.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company.

5. DEPOSITS:-

During the year under review, your Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

The Board comprises of the following Directors at the beginning of financial year:

• Mrs. Ilaben Kapadia	- Chairperson & Director
• Mrs. Shhalu Kapadia	- Non-Executive Director
• Mrs. Nidhi Joshi	- Independent Director
• Mr. Kantilal Patel	- Independent Director

There was no change in the Board during the year. As per the provisions of the Companies act, 2013, Mrs. Ilaben Kapadia, Chairperson and Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Relevant resolution (Ordinary) seeking Shareholders approval forms part of the Notice.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2023 are:

• Mr. Tejuskumar Kapadia	- Chief Executive Officer
• Mr. Rakesh Kapadia	- Chief Financial Officer
• Mrs. Ankita Raj Bhikadia	- Company Secretary and Compliance Officer

No changes were occurred in the structure of KMP during the year:

7. DECLARATION FROM INDEPENDENT DIRECTORS:-

The Company has received the following declarations from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed under the provisions of the Companies Act, read with the Schedule and Rules issued thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

8. SHARE CAPITAL:-

During the year under review, the Authorized Share Capital of the Company remains unchanged to Rs. 9,00,00,000/- divided into 90,00,000 equity shares of Rs. 10/- each.

The Paid Up Share Capital of the Company was Rs. 6,72,85,070/- divided into 67,28,507 equity shares of Rs. 10/- each.

There was no change in the Share capital structure of the Company.

9. RELATED PARTY TRANSACTIONS:-

During the year under review, all the transactions with related parties were reviewed and approved by the Audit Committee of the Company.

Accordingly, details of the same that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is attached herewith as Annexure-1. The same has been provided in the notes to the Financial Statements.

10. MEETINGS OF BOARD OF DIRECTORS &COMMITTEE:-

During the year under review, 4 (Four) meetings of the Board of Directors were held. The intervening gap between the Meetings did not exceed the period as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of which are provided in Annexure-2.

The details pertaining to the constitution and composition of Committees of the Board and their meetings held during the year are provided in Annexure-2.

11. MEETINGS OF MEMBERS:-

During the year under review, 14th Annual General Meeting of the Company was held on 30th September, 2022. No Extra-Ordinary General Meeting was held during the year.

12. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2023 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for 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) the annual accounts have been prepared on a "going concern" basis;

(v) the internal financial controls laid down are properly followed and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

13. EXTRACT OF ANNUAL RETURN:-

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website www.titaaniumten. co.in.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 during the year under review are provided in the notes to the Financial Statements.

15. AUDITORS:-

(A) STATUTORY AUDITORS:-

M/s. Karma & Co LLP, Chartered Accountants (having Firm Registration No.127544W) are Statutory Auditors of the Company, who were appointed in 13th Annual General Meeting held on 28.09.2021 holds office until the conclusion of the 18th Annual General Meeting.

(B) INTERNAL AUDITORS:-

The Board of the Company has appointed M/s. Dharan Shah & Associates, Chartered Accountants, Surat as Internal Auditors of the Company.

(C) COST AUDITORS:-

Provisions related to Cost Auditor are not applicable to the Company.

16. BOARD EVALUATION:-

The Board of Directors has carried out an annual evaluation of its own performance, board committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, Information and functioning, etc.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

17. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the Company and maintain such records as to correctly record the business transaction, assets and liabilities of the Company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

18. CORPORATE GOVERNANCE:-

The Company being listed on the SME Platform of BSE Limited. Therefore, the Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company.

19. POLICY: -

? VIGIL MECHANISM (WHISTLE BLOWER POLICY): -

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website www.titaaniumten.co. in.

? REMUNERATION POLICY: -

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The Remuneration Policy has been uploaded on the Companys website www.titaaniumten. co.in.

20. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31st March, 2023, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

a. Conservation of Energy:

The Company is engaged in production. However, the Company is using electricity, generators and invertors in office and Regular steps have been taken to improve energy consumption by using LED lights in office premises. Further, during the year, your Company has made additions to the Plant and Machinery, details of which are provided in the notes attached to the Financial Statements. Your Company is using Electricity as source of energy only.

b. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

c. Foreign Exchange Earning and Outgo:

The details of foreign Exchange earnings and expenditure of the Company is provided in the notes attached to the Financial Statements.

22. CORPORATE SOCIAL RESPONSIBILITY [CSR!:-

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

23. RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DISCLOSURES:-

Pursuant to provisions of Section 197 of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of employees given in the Annexure-3.

During the year, none of the employees received remuneration in excess of the prescribed limit in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. Further, the Company ensures that there is a healthy and safe atmosphere for every women employees at the workplace.

25. SECRETARIAL AUDIT:-

The Board of the Company has appointed M/s. Dhirren R. Dave & Co., Company Secretaries in Practice, Surat as the Secretarial Auditor to conduct an Audit of the secretarial records for the financial year 2022-23 in their Board Meeting held on 30.09.2022

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and qualifications, hence do not call for any further explanation/s by the Company. The Secretarial Audit Report in form MR-3 is attached to this report as Annexure-4.

26. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:-

The Management Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company is attached to this report as Annexure-5.

27. CEO / CFO CERTIFICATION:-

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the CEO and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 202223. The certificate received from CEO and CFO is attached herewith as per Annexure-6.

28. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:-

The Company being listed on the SME Platform of BSE Limited. Hence, as per the exemptions available to SME Listed Companies, Auditors Certificate on Corporate Governance is not provided.

29. CODE OF CONDUCT:-

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from Managing Directors as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached to this report as Annexure-7.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT: -

During the year under review, there have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

31. MAINTENANCE OF COST RECORDS:-

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

32. RISK MANAGEMENT:-

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Company has been exempt under Regulation 21 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management.

33. CHANGE IN THE NATURE OF BUSINESS:-

For sustained growth in the future, Company wants to rely on its main business only. Hence, there is no change in the nature of the business of the Company during the year.

34. INSURANCE:-

Your Company has taken appropriate insurance for all assets against foreseeable perils.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

36. SECRETARIAL STANDARDS COMPLIANCE:-

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

37. HUMAN RESOURCES: -

The Company treats its "Human Resources" as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

38. ACKNOWLEDGEMENT:-

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, auditors, consultants, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. The Directors appreciate and value the contribution made by every members of the company.

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companys resources for sustainable and profitable growth.

For and on behalf of the Board TITAANIUM TEN ENTERPRISE LIMITED

SHHALU TEJAAS KAPADIA (DIRECTOR)

(DIN: 02298855)

Place: Surat Date: 02-09-2023

ANNEXURE - 1 - TO THE BOARD REPORT Form AOC - 2

Pursuant to Section 134(3)(h) of the Actand Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis:

Sr. No. Particulars	Details
a. Name(s) of the related party and nature of relationship	N.A. There were no transactions or arrangements which were not at arms length and which were not in the ordinary course of business during financial year 2022-23.
b. Nature of contracts / arrangements / transactions
c. Duration of the contracts / arrangements / transactions
d. Salient terms of the contracts or arrangements or transactions including the value, if any
e. Justification for entering into such contracts or arrangements or transactions
f. Date of approval by the Board
g. Amount paid as advances, if any
h. Date on which the special resolution was passed in general meeting as required under first proviso to Section 188

2. Details of material contracts or arrangements or transactions at arms length basis:

Sr. No. Particulars	Details
a. Name(s) of the related party and nature of relationship	N.A. There were no material contracts or arrangements with related parties during financial year 2022-23.
b. Nature of contracts / arrangements / transactions
c. Duration of the contracts / arrangements / transactions
d. Salient terms of the contracts or arrangements or transactions including the value, if any
e. Date of approval by the Board
f. Amount paid as advances, if any

3. Details of other contracts or arrangements or transactions at arms length basis:

Sr. No. Name of Associate Concern	Nature of Transaction	Amount (in Rs.)
1 Ila Corporation	Purchases of Yarn	42,01,522
	Purchase of Fabrics	15,13,680
	Commission on High Seas Sales	3,63,408
	Sales (Import)	15,70,845
	Sales of Fabrics	56,756
	Highseas Sales (Inc Freight)	2,05,15,271
	Brokerage Income (Without GST)	1,60,00,000
	Rent Income	60,000
	Machine Rent Income	63,00,000
	Transport Income	4321444

For and on behalf of the Board TITAANIUM TEN ENTERPRISE LIMITED

SHHALU TEJAAS KAPADIA (DIRECTOR) (DIN: 02298855)

Place : Surat Date: 02-09-2023

ANNEXURE - 2 - TO THE BOARD REPORT

DETAILS PERTAINING TO THE CONSTITUTION & COMPOSITION OF THEBOARD

AND BOARD COMMITTEES

1. Board Composition and Meetings:-

The composition of Board of Directors of the company is constituted as per the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act, 2013.

During the year, 4 (Four) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of which are as follow:

Sr. No.	Date of Meetings	Board Strength	Directors Present
1	28-05-2022	4	4
2	03-09-2022	4	4
3	14-11-2022	4	4
4	10-03-2023	4	4

The Attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:

Name of Director(s)	Number of Board Meetings held and attended during F.Y. 2022-23		Attended Last AGM
	Held	Attended
Mrs. Ilaben Kapadia	4	4	Yes
Mrs. Shhalu Kapadia	4	4	Yes
Mrs. Nidhi Joshi	4	4	Yes
Mr. Kantilal Patel	4	4	Yes

2. Audit Committee: -

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

During the financial year 2022-23, the Audit Committee met 4 (Four) times on 28-05-2022, 03-092022 and 14-11-2022 and 10-03-2023 the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

The details of composition of the Committee and their attendance at the meetings are given below:

Name	Designation	Category	No. of Meetings attended
Mrs. Nidhi Joshi	Chairperson	Non-Executive Independent Director	4
Mrs. Shhalu Kapadia	Member	Non-Executive Director	4
Mr. Kantilal Patel	Member	Non-Executive Independent Director	4

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

The Chairperson of the Audit Committee was present at the Annual General Meeting of the Company held on 30-09-2022. The Minutes of all above stated meeting of the Audit Committee were noted at the Board Meeting.

3. Nomination and Remuneration Committee: -

The Nomination and Remuneration Committee (NRC) of the Company is constituted in accordance with the provisions of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

During the Financial year 2022-23, 2 (Two) meetings of the Nomination and Remuneration Committee were held on 28-05-2022 and 03-09-2022.

The composition of the Committee and their attendance at the meetings are given below:

Name	Designation	Category	No. of Meetings attended
Mrs. Shhalu Kapadia	Chairperson	Non-Executive Director	2
Mrs. Nidhi Joshi	Member	Non-Executive Independent Director	2
Mr. Kantilal Patel	Member	Non-Executive Independent Director	2

The Chairperson of the NRC was present at the Annual General Meeting of the Company held on 3009-2022. The Minutes of Nomination and Remuneration Committee meeting were noted at the Board Meeting.

4. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

The broad terms of reference of the Stakeholders Relationship Committee are as under:

• Consider and resolve the grievances of security holders of the Company including Redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice / annual reports, etc. and all other security holders related matters.

• Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.

During the Financial Year 2022-23, 2 (Two) meeting of the Stakeholders Relationship Committee were held on 28-05-2022, 14-11-2022. Mrs. Ankita Raj Bhikadia, Company Secretary is designated as Compliance Officer of the Company.

The composition of the Committee and their attendance at the meetings are given below:

Name	Designation	Category	No. of Meetings attended
Mrs. Nidhi Joshi	Chairperson	Non-Executive Independent Director	2
Mrs. Shhalu Kapadia	Member	Non-Executive Director	2
Mr. Kantilal Patel	Member	Non-Executive Independent Director	2

During the year, the Company has not received any complaints from the Shareholders of the Company. There were no outstanding complaints as on 31-03-2023.

5. Independent Director Committee:

During the Financial year 2022-23, the Committee met 1 (One) time on 03-09-2022. Necessary quorum was present for the meeting.

The composition of the Committee and their attendance at the meeting is given below:

Name	Designation	Category	No. of Meetings attended
Mrs. Nidhi Joshi	Chairperson	Non-Executive Independent Director	1
Mr. Kantilal Patel	Member	Non-Executive Independent Director	1

For and on behalf of the Board TITAANIUM TEN ENTERPRISE LIMITED

SHHALU TEJAAS KAPADIA (DIRECTOR)

(DIN: 02298855)

Place: Surat Date: 02-09-2023

ANNEXURE - 3 - TO THE BOARD REPORT

RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEESREMUNERATION AND OTHER DISCLOSURE

[Pursuant to Section 197of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2022-23:-

Sr. No. Name of Directors / KMP	Designation	Ratio of remuneration to median remuneration of Employees*	% increase in remuneration in the financial year
1. Ilaben Kapadia	Chairperson & Director	0.00	0.00
2. Shhalu Kapadia	Director	1.00	33.33
3. Nidhi Joshi	Independent Director	0.00	N.A.
4. Kantilal Patel	Independent Director	0.00	N.A.
5. Tejus Kapadia	Chief Executive Officer	1.67	8.11
7. Rakesh Kapadia	Chief Financial Officer	1.06	0.00
8. Ankita Bhikadia	Company Secretary	0.63	0.44

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year is mentioned above.

(iii) the percentage decrease in the median remuneration of employees in the financial year is 5.26.

(iv) the number of permanent employees on the rolls of Company is 28.

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:- Average increase in remuneration of Employees excluding KMPs: 9.49%

- Average increase in remuneration of KMPs: 41.88%

(vi) affirmation that the remuneration is as per the remuneration policy of the Company:-The Company affirms remuneration is as per the Remuneration Policy of the Company.

For and on behalf of the Board

TITAANIUM TEN ENTERPRISE LIMITED

SHHALU TEJAAS KAPADIA (DIRECTOR)

(DIN: 02298855)

ANNEXURE - 4 - TO THE BOARD REPORT

FORM NO. MR-3 Secretarial Audit Report For the financial year ended March 31, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

M/s TITAANIUM TEN ENTERPRISE LIMITED

SHOP NO. 901/914, RAJHANS COMPLEX, 9TH FLOOR, RING ROAD,

SURAT - 395002, GUJARAT, INDIA

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Titaanium Ten Enterprise Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31.03.2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31.03.2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) to the extent applicable to the Company :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 notified with effect from May 15, 2015

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

d. The Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not Applicable for the year under review

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable for the year under review

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not Applicable for the year under review

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not Applicable for the year under review.

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified with effect from December 1, 2015

(vi) The Factories Act, 1948

(vii) Industrial Disputes Act, 1947

(viii) The Payment of Wages Act, 1936

(ix) The Minimum Wages Act, 1948

(x) Employees State Insurance Act, 1948

(xi) The Employees Provident Fund and Miscellaneous Provisions Act, 1952

(xii) The Payment of Bonus Act, 1965

(xiii) The Payment of Gratuity Act, 1972

(xiv) Equal Remuneration Act, 1976

(xv) and all other laws applicable to the company not mentioned hereinabove.

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by The Institute of Company Secretaries of India.

2. Listing Agreement with BSE SME Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above.

2. We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

3. We further report that, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

4. We further report that during the audit period the company has not taken any actions or enter into events having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

This report is to be read with our letter dated 2^nd September, 2023 which is annexed and forms an integral part of this report.

Date: 02.09.2023 Place: Surat	For DHIREN R. DAVE & CO., Company Secretaries UIN:P1996GJ002900 P/R No.:2144/2022
	PINAL KANDARP SHUKLA Principal Partner ACS:28554 CP: 10265 UDIN: A028554E000921501

To,

The Members

M/s TITAANIUM TEN ENTERPRISE LIMITED

SHOP NO. 901/914, RAJHANS COMPLEX, 9TH FLOOR, RING ROAD,

SURAT - 395002, GUJARAT, INDIA

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Date: 02.09.2023 Place: Surat

For DHIREN R. DAVE & CO., Company Secretaries UIN:P1996GJ002900 P/R No.:2144/2022

PINAL KANDARP SHUKLA Principal Partner ACS:28554 CP:10265 UDIN: A028554E000921501