Tavernier Resources Ltd Directors Report

Dear Member,

Your Directors have pleasure in presenting the 31^st Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2025.

FINANCIAL RESULTS:

The audited financial statements of the Company as on March 31, 2025 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The Financial highlight is depicted below:

(Rs. In Lakhs, except Earnings per share)

Particulars	Year ended on 31.03.2025	Year ended on 31.03.2024
Revenue from operations	25.95	142.31
Other Income	267.70	8.83
Total Income	293.65	151.14
Less: Finance Costs	0.73	17.32
Less: Depreciation and amortization expense	0.25	0.22
Less: Purchase of traded goods	-	123.65
Less: Cost of Material Consumed	-	-
Less: Changes in inventories of finished goods, work-in- progress and stock -in-trade	-	-
Less: Employee benefit expense	12.18	9.43
Less: Doubtful Debt	-	-
Less: Other expenditure	12.85	21.27
Profit/(Loss) before Exceptional Items and Tax	267.64	(20.75)
Exceptional Items	-	-
Profit/(Loss) before Tax	267.64	(20.75)
Less: Tax Expenses	1.29	9.00
Profit/(Loss) after Tax	266.35	(29.75)

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the year under review company has revenue from operations of Rs. 25.95 Lakhs as against Rs. 142.31 Lakhs in the previous year. Other Income for the financial Year 2024-25 stood at Rs. 267.70 Lakhs as against Rs. 8.83 Lakhs in the previous year. The Company reported a Profit of Rs. 266.35 Lakhs for the financial year 2024-25 as compared to Loss of Rs. (29.75) Lakhs in the previous financial year.

TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

SHARE CAPITAL:

Authorised Capital:

The Authorised Share Capital of the Company as on March 31, 2025 stood at Rs. 7,00,00,000 divided into 70,00,000 equity shares of Rs. 10 each.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed, and Paid-up Share Capital of the Company as on March 31, 2025 is Rs. 5,97,90,000, comprising of 59,79,000 equity shares of Rs.10 each.

During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

Reclassification of Promoters

On April 14, 2025, request for reclassification was submitted by the erstwhile promoters to the company due to completion of the open offer and as per Letter of offer dated June 06, 2024 pursuant to the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, the following promoter(s) were reclassified from the category of "Promoter" to "Public" category:

Name of Promoter(s)	No. of Shares Held Pre-Offer	% of Shareholding Pre-Offer	No. of Shares Held Post- Offer	% of Shareholding Post-Offer
Sudhir Milapchand Naheta	3315916	55.46%	0	0.00%
Rajkumari Naheta	0	0	0	0.00%

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, the members has approved the change in nature of business from Commercialization of Jewellery and Real Estate to Event Management and Social Media Marketing pursuant to special resolution passed through postal ballot. The results of the said postal ballot were declared on 31^st March, 2025.

DIVIDEND:

During the year under review, the Board of Directors has not recommended any dividend on the Equity Shares of the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules,2014and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

The following material changes and commitments have occurred during the financial year, which may affect the financial position of the Company:

In accordance with the provisions of Section 110 of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014, the following resolutions were approved through the postal ballot process, for which notice was dispatched on February 28, 2025 and the results were declared on March 31, 2025,

i. Shifting of the registered office from the state of Maharashtra to the state of Gujarat.

ii. Alteration in main object clause of the Memorandum of Association of the company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section, forming part of the Annual Report. Refer Annexure I of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has no Subsidiaries, Joint Ventures and Associate Companies.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were effective during F.Y. 2024-25.

Accordingly, pursuant to the requirements of sub section (3)(c) and sub section (5) of Section 134 of the Act, with respect to Directors Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule Ill to the Act, have been followed and there are no material departures from the same; b) the Directors have 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 March 31, 2025 and of the profit & loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company is not required to comply with the provisions of Regulation17 to Regulation 27 and clause(b) to clause (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V as mentioned in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the Paid-up Share Capital of the Company is less than Rs.10,00,00,000 (Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only) based on the Annual Audited Financial Results of the Company for the year ended March 31, 2025.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT,2013: into during the year under review, were on an arms length basis. No material contracts or Contracts or arrangements with related parties referred to under Section 188 of the Act, entered arrangements with related parties were entered into during the year under review. Accordingly, transactions are being reported in Form AOC-2 in terms of section 134 of the Act which is annexed as Annexure II to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial Year under review, the provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.

RISK MANAGEMENT POLICY:

Pursuant to the requirement of Section 134(3)(n) of the Act, the Company has in place a structured risk management policy. The Company believes that managing risks helps in maximising returns. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

The Risk Management Policy is designed to assist the Board in its oversight of various risks, review and analyse the risk exposure related to specific issues, provide oversight of risk across the organisation.

INTERNAL CONTROL SYSTEM:

Tavernier Resources Limiteds internal control system is designed to ensure operational efficiency, protection, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board and necessary corrective actions are taken.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size and nature of the Companys business. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

A regular audit and review processes ensure that the controls are reinforced on an ongoing basis. Such controls have been assessed during the year taking into consideration the essential components of internal financial controls. There are no reportable material weaknesses or significant deficiencies in the design or operation of internal financial controls were observed, during the year ended March 31, 2025. Based on the above, the Board believes that adequate Internal Financial Controls exist and are effective.

BOARDS OPINION ON THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF INDEPENDENT

DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors is pleased to affirm its strong confidence in the integrity, expertise, and experience of the independent directors appointed during the year. Each appointee has demonstrated exceptional proficiency in their respective fields, bringing invaluable knowledge and strategic insight to the Board.

The appointment process involved a rigorous selection procedure, ensuring that candidates possessed not only the necessary skills and qualifications but also upheld the highest standards of ethical conduct and corporate governance. The Board believes that the independent directors appointed possess the integrity, objectivity, and independence required to make impartial judgments, safeguard shareholder interests, and effectively challenge management.

The diverse backgrounds and experiences of these directors, encompassing a wide range of industries and disciplines, significantly enhance the overall governance framework of the Company. Their professional expertise, combined with a deep understanding of the industry, ensures that the Board is well-equipped to navigate complex business challenges and drive the Companys long-term success. will continue to make meaningful contributions to the Companys growth, governance, and In conclusion, the Board is confident that the independent directors appointed during the year overall success.

NOMINATION AND REMUNERATION POLICY:

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is hosted on the Companys website viz. www.tavernier.in.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013, Sub rule (4) of Rule 8 of Companies (Account) Rules, 2014 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc.

A separate meeting of the Independent Directors was also held on February 28, 2025 during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors (IDs) inducted to the Board are provided orientation on the Companys business operations, products, organization structure as well as the Board constitution and its procedures through various programmes/presentations.

The details of programme for familiarization of Independent Directors with the Company, industry in which it operates, their roles, rights and responsibilities are made available on the website of the Company at the link? www.tavernier.in

AUDITORS AND AUDITORS REPORT:

I. STATUTORY AUDITOR & AUDITORS REPORT:

After the end of the Financial Year under review, M/s. Parekh Sharma & Associates, Chartered Accountant (Firm Registration No. 129301W), the statutory auditor of the company, tendered their resignation on May 14, 2025. The resignation was duly accepted by the Board of Directors at their meeting held on May 14, 2025 in compliance with the provisions of Section 140(2) of the Companies Act, 2013, and Rule 8 of the Companies (Audit and Auditors) Rules, 2014.

M/s. S. V. Agrawal & Co., has been appointed as Statutory Auditor to fill casual vacancy caused by the resignation of M/s. Parekh Sharma & Associates, Chartered Accountants by the board through board meeting held on 02^nd June, 2025 to hold office till the conclusion of ensuing Annual General Meeting of the Company to be held for the Financial Year ended 31st March, 2025.

Further, on the recommendations of the Audit Committee, the Board of directors of the Company subject to approval of the shareholders has appointed M/s. H.S. Jani & Associates, Chartered Accountants, (Firm Registration Number: 127515W), as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting subject to the approval of the members of the Company.

AUDITORS REPORT:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

No instances of fraud have been reported by the Statutory Auditors of the Company under Section143(12) of the Act.

MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013:

Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products/services dealt by the Company. Accordingly, maintenance of such accounts and records is not applicable to the Company.

II. COST AUDIT:

The appointment of Cost Auditor is not applicable to the Company as per Companies Act,2013.

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the company, at its meeting had on 10^th April, 2025 has appointed M/s Pitroda Nayan & Co., Practising Company Secretary having Peer Review Certificate no. 5509/2024, to conduct Secretarial Audit for the Financial Year 2024-25 and 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure IV to this Report.

The said report contains observations or qualification which is mentioned as below:

Qualification	Explanation
Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2019 that there was delay by company in the submission of the Letter of Resignation for Chief Financial Officer (CFO), Mr. Krishna Mahadeo Sawant to the stock exchange. The resignation was effective as of January 2, 2025, however, due to inadvertence, the Letter of Resignation was not submitted within the required 7-day period.	The management acknowledges the delayed submission of the resignation letter of our former Chief Financial Officer, Mr. Krishna Mahadeo Sawant, to the stock exchange.
The filing with the stock exchange occurred on February 10, 2025.	However, due to inadvertent oversight, the Letter of Resignation was not filed within the stipulated 7-day timeline. The disclosure was eventually made on February 10, 2025. To prevent such instances in the future, the Company has reviewed and strengthened its internal compliance processes involved in regulatory filings.
Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2019 that there was delay by company in the submission of the Letter of Resignation for Whole-Time Company Secretary (CS) and Compliance Officer, Ms. Priyanka Chauhan to the stock exchange. The resignation was effective on January 2, 2025. However, due to inadvertence, the resignation letter was not submitted within the prescribed 7-day period. The filing with the stock exchange occurred on January 13, 2025.	The management acknowledges the delay in submission of the resignation letter of Ms. Priyanka Chauhan, Whole-Time Company Secretary and Compliance Officer, to the stock exchange. However, due to inadvertent oversight, the resignation letter was filed with the stock exchange on January 13, 2025, beyond the prescribed 7-day timeline. To prevent such instances in the future, the company has since strengthened its internal compliance processes to ensure timely disclosures in the future.

Accordingly, the Board assures the shareholders and stakeholders that the Company is committed to full adherence of all applicable laws, rules, and regulations, and continuous improvement in the compliance framework.

IV. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the company, at its meeting had on 10^th April, 2025, based on the recommendation of the Audit Committee, MR. ANIL AGARWAL, (M. No.: 057502) be and is hereby appointed as the Internal Auditors of the Company for the financial year 2024- 25 to fill the casual vacancy caused by the resignation of M/s. Singh Agrawal & Associates and on a remuneration decided by the Board.

COMPOSITION OF BOARD OF DIRECTORS

The Board of the Company has an optimum combination of Executive Director, Non-Executive Non-Independent Directors and Independent Directors. The composition of the Board of Directors is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Sections 149 & 152 of the Companies Act, 2013.

As on March 31, 2025, the Board of Directors of the Company consists of five directors of which three are Independent Director. There is a representation of one independent women director. Following are the list of directors of Tavernier Resources Limited as on 31.03.2025.

NAME	DESIGNATION
Ms. Mokshaben Ravjibhai Patel	Whole Time Director
Mr. Parimal Suryakant Patwa	Independent Director
Mr. Harsh Kothari	Independent Director
Ms. Sona Bachani	Independent Director
Mr. Prashant Kanubhai Modi	Non-Executive - Non-Independent Director

A brief resume of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/re-appointment under Section 164of the Act. None of the Directors are related inter-se to each other.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Mokshaben Ravjibhai Patel, Whole-time Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended her re-appointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received individual declaration from following Independent Director(s) of the Company stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1){b) of the SEBI Listing Regulations. The Independent Directors of the Company as on March 31, 2025 are as under:

a) Mr. Parimal Suryakant Patwa b) Mr. Harsh Kothari c) Mrs. Sona Bachani

The above-mentioned Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have further confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that he is independent of the management.

CHANGES IN COMPOSITION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year and after end of the financial year till the date of the report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel (KMP):

1. The Board of Directors of the Company, at their meeting held on July 27, 2024, has appointed Ms. Mokshaben Ravjibhai Patel (DIN 10712712) as an Additional Director and Whole-time Director, who was regularized in the Annual General Meeting held on 27th September, 2024.

2. The Board of Directors of the Company, at their meeting held on August 22, 2024, have approved Appointment of:

Mr. Parimal Suryakant Patwa [DIN: 00093852], Mr. Harsh Kothari [DIN: 09310696] and Ms. Sona Bachani [DIN: 10119435] as an Additional Non-Executive and Independent Directors, who were regularized in the Annual General Meeting held on 27th September, 2024.

Mr. Prashant Kanubhai Modi [DIN: 06998991] as Non-Executive and Non- Independent Director of the company, who was regularized in the Annual General Meeting held on 27th September, 2024.

3. The Board of Directors of the Company, at their meeting held on August 27, 2024, have approved Resignation of:

Mr. Aditya Shashikant Mhatre (DIN: 08279385), Mr. Mayur Jamnadas Vora (DIN: 08600211) and Mr. Shailesh Mavji Vora (DIN: 08711802) as the Independent directors of the Company, w.e.f. close of business hours on 26th August, 2024.

Mrs. Aditi Aditya Dugar (DIN: 02300703) and Mrs. Rajkumari Sudhir Naheta (DIN: 00172026) as the Executive directors of the Company, with effect from close of business hours on 23rd August, 2024.

4. The Board of Directors of the Company, at their meeting held on February 28, 2025, have approved resignation of Mr. Sudhir Milapchand Naheta (DIN: 00297863) as Managing director of the Company.

5. The Board of Directors of the Company, at their meeting held on January 22, 2025, have approved:

Resignation of Mr. Krishna Mahadeo Sawant from the post of Chief Financial Officer and Ms. Priyanka Sandeep Chauhan from the post of Company Secretary and Compliance Officer of the company with effect from 02^nd January, 2025.

Appointment of Ms. Nehal Hareshbhai Kothari as the Company Secretary and Compliance Officer w.e.f 22^nd January, 2025.

6. The Board of Directors of the Company, at their meeting held on May 02, 2025, has appointed Mr. Anil Agarwal as Chief Financial Officer w.e.f. May 02, 2025.

Adequate notice is given to all the 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

Board take decision by majority of directors while the dissenting directors views are captured meaningful participation at the meeting. and recorded as part of the minutes.

MEETINGS OF THE BOARD:

The Board of Directors duly met 10 times during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows: -

Name of the Director	DIN	Category of Directorship	No. of Board Meeting Entailed to attended	No. of Board Meetings attended	Attendance at the last AGM
Ms. Mokshaben Ravjibhai Patel (w.e.f 27.07.2024)	10712712	Whole-time Director	8	4	Yes
Mr. Prashant Kanubhai Modi (w.e.f 22.08.2024)	06998991	Non-executive Director	6	6	Yes
Mr. Parimal Suryakant Patwa (w.e.f 22.08.2024)	00093852	Independent Director	6	6	Yes
Mr. Harsh Kothari (w.e.f 22.08.2024)	09310696	Independent Director	6	6	Yes
Ms. Sona Bachani (w.e.f 22.08.2024)	10119435	Independent Director	6	6	Yes
Mr. Sudhir Milapchand Naheta (till 28.02.2025)	00297863	Managing Director	9	8	Yes
Ms. Rajkumari Sudhir Naheta (till 23.08.2024)	00172026	Director	4	4	No
Ms. Aditi Aditya Dugar (till 23.08.2024)	02300703	Director	4	4	No
Mr. Aditya Shashikant Mhatre (till 26.08.2024)	08279385	Independent Director	5	5	No
Mr. Mayur Jamnadas Vora (till 26.08.2024)	08600211	Independent Director	5	5	No
Mr. Shailesh Mavji Vora (till 26.08.2024)	08711802	Independent Director	5	5	No

The Board meeting were held on 28/05/2024, 27/07/2024, 13/08/2024, 22/08/2024, 27/08/2024, 14/11/2024, 22/01/2025, 11/02/2025, 25/02/2025 and 28/02/2025.

COMMITTEES OF THE BOARD OF DIRECTORS:

AUDIT COMMITTEE

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

The composition of the Committee, including its Chairman and Members, was in compliance with the provisions of Section 177 of the Companies Act, 2013, and the rules made thereunder. All the recommendations made by the Committee during the year under review were accepted by the Board. During the year under review Four Audit Committee Meeting were held on 28/05/2024, 13/08/2024, 14/11/2024 and 11/02/2025.

Composition, Meeting and attendance of Audit Committee during the year:

NAME	DESIGNATION	NUMBER OF MEETINGS ENTAILED TO ATTENDED	NUMBER OF MEETINGS ATTENDED
Mr. Aditya Shashikant Mhatre (till 26.08.2024)	Chairperson	2	2
Mr. Mayur Jamnadas Vora (till 26.08.2024)	Member	2	2
Mr. Shailesh Mavji Vora (till 26.08.2024)	Member	2	2
Mr. Parimal Suryakant Patwa (w.e.f 27.08.2024)	Chairperson	2	2
Mr. Harsh Kothari (w.e.f 27.08.2024)	Member	2	2
Ms. Sona Bachani (w.e.f 27.08.2024)	Member	2	2

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprising of 3 Directors and functions in accordance with Section 178 of the Act and Regulation 20 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Stakeholders Relationship Committee of the company met Two times during the Financial Year 2024-25 on 13/08/2025 and 11/02/2025.

Composition, Meeting and attendance of Stakeholders Relationship Committee during the year:

NAME	DESIGNATION	NUMBER OF MEETINGS ENTAILED TO ATTENDED	NUMBER OF MEETINGS ATTENDED
Mr. Aditya Shashikant Mhatre (till 26.08.2024)	Chairperson	2	2
Mr. Mayur Jamnadas Vora (till 26.08.2024)	Member	2	2
Mr. Shailesh Mavji Vora (till 26.08.2024)	Member	2	2
Mr. Parimal Suryakant Patwa (w.e.f 27.08.2024)	Chairperson	2	2
Mr. Harsh Kothari (w.e.f 27.08.2024)	Member	2	2
Ms. Sona Bachani (w.e.f 27.08.2024)	Member	2	2

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of 3 Directors and all Three Directors are Independent Directors of the company Nomination and Remuneration Committee functions according to its terms of reference, that defines its objective, composition, meeting requirements, authority and power, responsibilities, reporting and evaluation functions in accordance with Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. During the year under review Nomination and Remuneration Committee Meetings were held Five Times on 27/07/2024, 22/08/2024, 27/08/2024, 22/01/2025 and 25/02/2025.

Composition, Meeting and attendance of Nomination and Remuneration Committee during the year:

NAME	DESIGNATION	NUMBER OF MEETINGS ENTAILED TO ATTENDED	NUMBER OF MEETINGS ATTENDED
Mr. Aditya Shashikant Mhatre (till 26.08.2024)	Chairperson	5	5
Mr. Mayur Jamnadas Vora (till 26.08.2024)	Member	5	5
Mr. Shailesh Mavji Vora (till 26.08.2024)	Member	5	5
Mr. Parimal Suryakant Patwa (w.e.f 27.08.2024)	Chairperson	5	5
Mr. Harsh Kothari (w.e.f 27.08.2024)	Member	5	5
Ms. Sona Bachani (w.e.f 27.08.2024)	Member	5	5

CORPORATE SOCIAL RESPONSIBILITY {"CSR") COMMITTEE

The Company is not mandatorily required to contribute towards CSR pursuant to the provisions of Section 135 of the Companies Act, 2013 for the Financial Year 2024-25. However, the Company has in its place, a duly constituted CSR Committee. The Corporate Social Responsibility Committee of the Company met One time during the Financial Year 2024-25. The meetings were held on the following dates:

- February 11, 2025

Composition, Meeting and attendance of Nomination and Remuneration Committee at the end of the year:

NAME	DESIGNATION	NUMBER OF MEETINGS ENTAILED TO ATTENDED	NUMBER OF MEETINGS ATTENDED
Mr. Parimal Suryakant Patwa	Chairperson	1	1
Mr. Harsh Kothari	Member	1	1
Ms. Sona Bachani	Member	1	1

ANTI SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. 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.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. Number of complaints of Sexual Harassment received in the Year	NIL
b. Number of Complaints disposed off during the year	NIL
c. Number of cases pending for more than ninety days	NIL

RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) 2015 the Company is not included in the top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year i.e. 2024-25. Therefore, constitution of Risk Management Committee is not applicable to the Company.

INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on February 28, 2025 inter? alia to discuss: i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii. Evaluation of performance of the Chairman of the Company, taking into view of

Executive and Non- Executive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

VIGIL MECHANISM/WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a part of vigil mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy and it provides for adequate safeguards against victimization of persons who use it.

The Vigil Mechanism provides appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time. The Whistle Blower Policy is available website of the Company at www.tavernier.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Outstanding loans are provided in the Financial Statements. Refer Note No.3 of the Financial Statements.

During the Financial Year under review, the Company has not made any investment, neither given any guarantee nor provided any security.

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

Information as required to be given under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure V.

EXTRACT OF ANNUAL RETURN:

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March31, 2025 is hosted on the Companys website viz. www.tavernier.in.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures with respect to the remuneration of Directors and employees as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure III, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Act and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

DEMATERIALIZATION:

The Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

LISTING OF SHARES:

The Companys equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE). The Scrip Code of the Company is 531190 and the ISIN of the Company is INE355H01015.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review, no amount towards the unclaimed dividends was required to be transferred to the Investor Education and Protection Fund established by the Central

Government in accordance with section 125 of the Companies Act, 2013 ("the Act").

Audit, Transfer and Refund) Rules 2016 ("IEPF Rules"), as amended from time to time, the shares Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, on transferred to the Investors Education and Protection Fund (IEPF). During the year under which dividend remains unpaid / unclaimed for seven consecutive years or more shall be review, the Company has not transferred any equity share to the IEPF.

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.

ACCOUNTING STANDARDS:

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Financial Statements have been prepared in accordance with IndAS as notified under the Companies (Indian Accounting Standards) Rules, 2015read with Section 133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014, to IndAS.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND ANY ONE-TIME SETTLEMENT:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of one-time settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

APPRECIATIONS AND ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

The Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to the Government of India, various State Governments particularly the States of Maharashtra, Regulatory Authorities, Banks, Financial Institutions, shareholders and concerned Government departments and agencies for their continued support.

	By Order of the Board of Directors
	For, Tavernier Resources Limited
	Sd/-
Place: Mumbai
Date: 05/09/2025	Mokshaben Ravjibhai Patel
	Whole-Time Director
	DIN: 10712712