Taurian MPS Ltd Directors Report

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 16th Annual Report together with the Audited Financial Statements of Taurian MPS Limited (“the Company") for the financial year ended 31st March, 2026.

FINANCIAL PERFORMANCE:

The summarized financial results of your Company are given in the table below:

Particulars	Financial year ended Amount in Lakhs Rupees
	31/03/2026	31/03/2025
Total Income	9,952.26	7,369.76
Total Expenses	7,801.78	6,095.27
Profit/ (Loss) Before Tax	2,150.48	1,274.49
Provision for Income Tax (including for earlier years)	529.58	292.47
Net Profit/(Loss) After Tax	1,620.90	936.07

STATE OF THE COMPANYS AFFAIRS:

The net revenue from operations of your Company increased from Rs. 7,352.92 lakhs during the previous year to Rs. 9,934.44 lakhs during the year under review. For the financial year 2025-26, your Companys profit after tax stood at Rs. 1,620.90 lakhs vis-a-vis profit after tax of Rs. 936.07 lakhs in the previous year.

The Company was converted from a private limited company into a public limited company during the year under review. Further, the Company is pleased to inform that it has successfully filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI) in connection with its proposed Initial Public Offering (IPO) for listing on the SME (Small and Medium Enterprises) platform of the National Stock Exchange (NSE).

This milestone marks an important step in the Companys growth strategy, as we aim to raise capital from public investors, enhance brand visibility, and broaden our shareholder base. The proposed listing will provide the Company with the opportunity to expand its operations, enhance liquidity, and unlock value for our stakeholders.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review, there is no change in the nature of business of the Company.

SHARE CAPITAL:

During the financial year under review, the Company increased its Authorised Share Capital from 06,00,00,000

(Rupees Six Crore only) to 09,00,00,000 (Rupees Nine Crore only) by way of approval of members through requisite resolutions passed in accordance with the provisions of the Companies Act, 2013.

Consequent to the said increase, the Paid-up Share Capital of the Company also stood increased from 06,39,60,000 (Rupees Six Crore Thirty-Nine Lakh Sixty Thousand only) to 08,88,32,000 (Rupees Eight Crore Eighty-Eight Lakh Thirty-Two Thousand only) during the year under review, pursuant to issue and allotment of equity shares to the existing shareholders on a preferential basis.

The Company has complied with all statutory requirements relating to the increase and allotment of share capital.

DIVIDEND:

In order to conserve resources for future requirements, your directors do not recommend payment of dividend for the year ended on 31st March, 2026.

TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the reserve and the amount available for appropriation is proposed to be retained in surplus in statement of profit and loss.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 9 (Nine) times during the financial year under review on May 26, 2025, August 30, 2025, September 05, 2025, October 14, 2025, November 13, 2025, January 24, 2026, January 29, 2026, March 03,

2026, March 11, 2026. The maximum gap between any two Board Meetings was less than one hundred and twenty days.

CHANGES IN DIRECTORS DURING THE YEAR

During the financial year under review, the changes in the composition of the Board of Directors, if any, shall be disclosed based on the records of the Company for the financial year 2025-26.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV of the

Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is collectively responsible for the sustainable success of the company under the leadership of Chairman. The strength of the Board as at the end of the financial year is 5 (Five) directors, which includes 2 Independent Directors (including 1-woman Independent Director), 1 Non-Executive Non-Independent Director, 1 Executive Director and 1 Managing Director. They are as follows:

Name	DIN	Designation
Yashvardhan Sumit Bajla	09018391	Managing Director
Puja Sumit Bajla	07299912	Director
Atul Vinaychand Hirawat	01663926	Non-Executive Non-Independent Director
Geeta Rani	11286865	Independent Director- Non-Executive
Vinod Kumar Shrikrishna Garg	07066207	Independent Director-Non Executive

The particulars of appointment, resignation or cessation of the Company Secretary and other Key Managerial Personnel during the financial year 2025-26 shall be disclosed based on the statutory records of the Company.

BOARDCOMMITTEES:

There are four Committees constituted as per Companies Act, 2013. They are:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Shareholders & Investors Grievance Committee

D. Internal Complaint Committee

E. Corporate Social Responsibility Committee

F. Strategic Investment Committee

The composition of various committees is as follows:

AUDIT COMMITTEE:

Sr.No.	Members	DIN And Membership No.	Designation
1	Vinod kumar Shrikrishna Garg	07066207	Chairman
2	Geeta Rani	11286865	Member
3	Yashvardhan Sumit Bajla	09018391	Member

NOMINATIONANDREMUNERATIONCOMMITTEE

Sr.No.	Members	DIN And Membership No.	Designation
1	Geeta Rani	11286865	Chairman
2	Vinod kumar Shrikrishna Garg	07066207	Member
3	Puja Sumit Bajla	07299912	Member

STAKEHOLDERS RELATIONSHIP AND COMMITTEE

Sr.No.	Members	DIN And Membership No.	Designation
1	Vinod kumar Shrikrishna Garg	07066207	Chairman
2	Atul Vinaychand Hirawat	01663926	Member
3	Yashvardhan Sumit Bajla	09018391	Member

INTERNAL COMPLAINTCOMMITTEE

Sr.No.	Members	Designation
1	Ms.Priyanjka Ghosh	Presiding Officer/ Chairperson
2	Ms. Rasika Kamble	Member
3	Tushar Logade	Member
4	Varsha Agarwalla	External NGO Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Sr.No.	Members	DIN And Membership No.	Designation
1	Vinod kumar Shrikrishna Garg	07066207	Chairman
2	Atul Vinaychand Hirawat	01663926	Member
3	Yashvardhan Sumit Bajla	09018391	Member

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable secretarial standards issued by The Institute of Company Secretaries of India.

AUDITORS AND AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Jay Gupta and Associates, Chartered Accountants, Firm Registration No. 329001E, are proposed to be re-appointed as the Statutory Auditors of the Company for a term of five consecutive financial years commencing from the financial year 2026-27 and ending with the financial year 2030-31, subject to the approval of the members of the Company at the ensuing Annual General Meeting.

Their proposed re-appointment is in accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, and they have confirmed that they satisfy the eligibility and qualification criteria prescribed under Section 141 of the Companies Act, 2013.

The Notes on Financial Statements and the Auditors Report are self-explanatory and, therefore, do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, during the year under review, no frauds have been reported by the Statutory Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transaction entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and that the provisions of Section 188(1) of the Companies Act, 2013 are not applicable. Thus, disclosure in Form AOC - 2 under Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there is no details to disclose as required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

The Company has taken unsecured loans from its director, the balance of which, as on 31st March, 2026,is as per Note No. 2.25 of the Notes to Accounts.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loan given, provided under Section 186 of the Companies Act, 2013 are provided in Note No. 2.25 of Notes to Accounts.

The Company has not made any other investment made, guarantee and security under Section 186 of the Companies Act, 2013.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ASSOCI-

ATES:

During the year under review, the Company did not have any subsidiaries, associate companies or joint ventures and hence not required to disclose any information in Form AOC-1 pursuant to Section 129 of the Companies Act, 2013.

COST AUDIT AND RECORDS

The Directors would like to state that the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and accordingly such accounts and records are not required to be made or maintained.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, the Company did not have any foreign exchange earnings and outgo in current year and in previous year.

ANNUAL RETURN:

The Company has placed a copy of its annual return as required under Sub-section (3) of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 on its website at www.taurianmps.com.

RISK MANAGEMENT:

The risk management is overseen by the Board of Directors of the Company on a continuous basis. The Board oversees Companys process and policy for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

MATERIAL CHANGES ON COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes/commitments affecting the financial position of the Company from the end of the financial year till the date of this Report.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate financial control with reference to financial statements. During the year such controls were tested and no reportable material weaknesses in the designee operations were observed.

PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to every individual in the Company. The Company has com plied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, including constitution of Internal Complaints Committee.

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors 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 as at 31st March 2026 and of the profit of the Company for the year ended on 31st March 2026.

(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 devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the amendments thereto. The Company is committed to supporting the health and well-being of its women employees and ensures that all eligible employees are extended the benefits as prescribed under the Act.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as the provisions were not applicable to the company or there were

no transactions on these items during the year under review:

1. A Statement on the declaration given by Independent Directors under sub-section 6 of Section 149 of the Companies Act, 2013.

2. The Companys policy on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of the Director and other matters provided under sub-section 3 of Section 178 of the Companies Act, 2013.

3.

4. No Significant or material orders were passed by the regulators or courts or tribunals which will impact on the going concern status and companys operation in future

5. The details of the top ten employees and employees who were drawing remuneration in excess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013.

6. The provisions of Sub-section 9 of Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, relating to establishment of vigil mechanism.

7. During the financial year under review, no application was made under the Insolvency and Bankruptcy Code, 2016 (“IBC 2016") by your Company. No proceedings are pending under IBC 2016 against your Company.

8. During the financial year under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.

For and on behalf of the Board
Taurian MPS Limited
Puja Bajla	Yashvardhan Bajla
Director	Managing Director
DIN:07299912	DIN:09018391
Add: 2901, Tower 2A,	Add: 2901, Tower 2A,
Sumer Trinity Tower,	Sumer Trinity Tower,
Near Prabhadevi Road	Near Prabhadevi Road
Chaitanya Tower,	Chaitanya Tower,
Prabhadevi, Mumbai -	Prabhadevi, Mumbai -
400025.	400025.