Directors Report of Teamo Productions HQ Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 19^th Annual Report on the business and operations of your Company together
with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31, 2025 and March 31, 2024 is tabulated
below:

(Rs. In Lakhs)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	6,479.53	6,278.49
Other Income	334.74	259.79
Total Income	6,814.27	6,538.29
Cost of material consumed	-	-
Purchase of Stock in trade	6,114.21	5,654.21
Employee Benefit Expense	77.05	135.09
Changes in Inventories	0.00	0.00
Financial Costs	0.00	0.51
Depreciation	2.88	0.87
Other Expenses	136.96	97.58
Profit before Exceptional items	483.17	650.02
Less: Exceptional items	0.00	-
Net Profit Before Tax	483.17	650.02
Less: Current Tax	123.42	163.52
Less: Previous year adjustment of Income Tax	22.01	-
Less: Deferred Tax	0.20	(1.79)
Profit for the Period	337.54	488.30
Earnings per share	0.03	0.06

During the year under review, the Company recorded a total turnover of ?6,479.53 Lakhs, reflecting a moderate
increase from ?6,278.49 Lakhs in the previous financial year. This growth in revenue underscores the Company''s
continued efforts in expanding its market presence and sustaining operational performance. However, the net profit
for the year stood at ?337.54 Lakhs, marking a decline from ?488.30 Lakhs reported in the preceding year. The
decrease in profitability is primarily attributed to an increase in the cost of purchases of stock-in-trade, as well
as a rise in other operating expenses during the year. Despite these challenges, the Company remains financially
stable and continues to focus on enhancing operational efficiency, strengthening its core business segments, and
exploring new avenues for growth to create long-term value for its shareholders.

2. BUSINESS OVERVIEW

The Company is currently engaged in a diversified range of business activities, including film production, distribution,
and related media services; Information Technology-based engineering services; and the trading of engineering
goods to support infrastructure development and promote industrial and commercial growth and trading of
commodities.

3. CHANGE IN NAME OF THE COMPANY

During the period under review, there was no change in the name of the Company, which continues to operate under
the name Teamo Productions HQ Limited. The existing name reflects the Company''s brand identity and strategic
vision.

4. CHANGE IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

There is no change in the address of Registered office of the Company during the year 2024-25.

5. TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to General Reserve.

6. DIVIDEND

In order to conserve the resources of the Company, your Directors have not recommended any dividend for the
financial year under review.

7. SHARE CAPITAL

As on March 31, 2025, the Issued and Paid-up Share Capital of the Company stood at Rs. 1,09,62,19,600/- divided
into 1,09,62,19,600 fully paid-up equity shares of face value of Re. 1/- per share.

During the year, the Company allotted equity shares pursuant to the conversion of warrants issued on a preferential
basis, following the receipt of the remaining 75% of the issue price per warrant within the prescribed period of 18 months
from the date of allotment. As a result, the Company''s paid-up share capital increased from ?84,12,19,600, comprising
84,12,19,600 equity shares of ?1 each, to ?109,62,19,600, comprising 109,62,19,600 equity shares of ?1 each. The Company
has obtained the necessary listing and trading approvals for the newly allotted shares from the stock exchanges.

S. No.	Date of allotment	No. of Equity Shares
1	June 11,2024	8,00,00,000
2	August 20, 2024	7,50,00,000
3	September 10, 2024	8,00,00,000
Total		23,50,00,000

8. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments have been disclosed in the notes to Financial Statements.

10. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company Expands its Global Presence with formation of two wholly owned
subsidiaries in Australia and the UK" namely Teamo Productions HQ (Australia) PTY Limited & Teamo Productions
HQ (UK) Limited.

11. CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the consolidation of financial statements was not applicable, as the proposed equity
investment in the subsidiary(ies) had not been consummated.

Consequently, in accordance with the provisions of Section 129 of the Companies Act, 2013, read with Rule 5 of the
Companies (Accounts) Rules, 2014, the requirement to furnish a statement containing the salient features of the
financial statements of the Company''s subsidiaries, joint ventures, and associate companies is not applicable..

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes/commitment affecting the financial position of the Company during the period
from the end of the financial year 2024-25 to the date of this report.

13. WEB ADDRESS FOR ANNUAL RETURN

Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company has placed copy of Annual
Return as on 31^st March, 2025 as prescribed in Form MGT-7 of the Companies (Management and Administration)
Rules, 2014 on its website at https://www.tphq.co.in/investors. By virtue of amendment to Section 92(3) of the
Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the
Board''s report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the
Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is
given under separate section of this Annual Report and forms part of the Directors'' Report.

15. CORPORATE GOVERNANCE REPORT

The Company is committed to upholding the highest standards of corporate governance, firmly rooted in principles
of fairness, transparency, and accountability. Its governance philosophy emphasizes clear and honest disclosure
practices, which guide the Company in aligning with its vision and mission. The Company strives to continuously
develop and implement robust corporate governance policies and procedures that reflect equity, responsibility,
and integrity in all its dealings. A comprehensive report on Corporate Governance, prepared in accordance with
Regulation 34 of the Listing Regulations, is included as an integral part of this Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant
provisions of Listing Regulations issued by Ms. Shubhangi Agarwal, Proprietor of M/s Shubhangi Agarwal &
Associates, ("SAA"), Company Secretaries is also annexed to the said report.

16. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their
genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of
Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who
avail of the mechanism. The Whistleblower Policy is available on the Company''s website on https://www.tphq.co.in/
investors.

17. BOARD OF DIRECTORS

The Board of Directors plays a pivotal role in steering the success and sustainability of any organization. It lays
down the strategic blueprint for growth—both in terms of scale and value creation-while ensuring that the interests
of all stakeholders are effectively served.

The Board of your Company comprises a dynamic mix of skilled professionals and experienced leaders from
various fields, contributing diverse insights and strategic depth to the governance process. As of the date of this
report, the Board consists of six Directors. The Board maintains an equal composition of three Executive Directors
and three Non-Executive Independent Directors, one of whom is a Woman Independent Director-demonstrating the
Company''s commitment to inclusive, transparent, and balanced governance."

Pursuant to the recommendation of Nomination and Remuneration Committee wherever applicable, following

ohonnoc nlano in ha onmnocitinn r\f RnorH nf Hirantrirc

Sl. No.	DIN	Name	Designation	Change
1	10141712	Mrs. Alka Jain	Whole Time Director	Resignation (w.e.f. December 24, 2024)
2	08966730	Ms. Suchitra Krishnamoorthi	Independent Director	Resignation (w.e.f. August 31, 2024)
3	03513272	Mr. Suresh Kumar Dhingra	Whole time director	Appointment (w.e.f. December 24,2024)
4	09270483	Ms. Sony Kumari	Independent Director	Appointment (w.e.f. August 31,2024)

The latest composition of Directors as on the date of report is set out in the table below:

Name of Directors	Designation
Mr. Mohaan Nadaar (DIN: 03012355)	Managing Director
Ms. Ketki Bhavin Mehta (DIN: 05341758)	Whole-time Director cum Chief Operating Officer
Mr. Suresh Kumar Dhingra (DIN: 03513272)	Whole Time Director
Ms. Sony Kumari (DIN: 09270483)	Independent Director
Mr. Om Prakash Agarwal (DIN: 09553402)	Independent Director
Mr. Amandeep Singh (DIN: 09727614)	Independent Director

Retirement by Rotation:-

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company,
Mr. Mohaan Nadaar, Managing Director of the Company, retires by rotation at the ensuing AGM and being eligible,
offers himself for re-appointment. The Brief profile of Director being re-appointed is given in the Notice convening
the ensuing Annual General Meeting of the Company.

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil
the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6
of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing
Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the
Indian Institute of Corporate Affairs, Manesar (''IICA"). In terms of section 150 of the Act read with rule 6(4) of
the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to
undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the
date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake
the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite
experience (including proficiency), qualification, skills and expertise as well as independent of the management.
There has been no change in the circumstances which may affect their status as Independent Director during the
financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Appointment and Resignation of Key Managerial Personnel

Ms. Shrabani Deodhar was appointed as the Chief Executive Officer (CEO) of the Company with effect from August
12, 2023, and subsequently resigned from the position with effect from August 31, 2024.

Further, Mr. Shrawan Kumar resigned from the position of Chief Financial Officer (CFO) with effect from December
11, 2024. He was succeeded by Mr. Mohit Yadav, who was appointed as CFO with effect from December 24, 2024.
As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial

Personnel (''KMP'') of the Company as on the date of this report”

Name	Designation
Mr. Mohaan Nadaar	Managing Director
Ms. Ketki Bhavin Mehta	Whole-time Director cum Chief Operating Officer
Mr. Suresh Kumar Dhingra	Whole Time Director
Mr. Mohit Yadav	Chief Financial Officer
Mr. Deepak	Company Secretary & Compliance Officer

There has been no change other than above in the Directors and the Key Managerial Personnel during the financial
year 2024-25.

18. PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations,
the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other
Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and
Remuneration Committee. The Committee had unanimously consented for an ''in-house'' review built on suggestive
parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the
following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Director being evaluated.

Results of all such above referred evaluations were found satisfactory.

19. AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s. A.K. Bhargav & Co., Chartered Accountants (Firm Registration No. 0034063N),
was appointed as the Statutory Auditors of your Company to hold the office for five consecutive years i.e.
from the conclusion of the 16^th AGM till the conclusion of 21^st AGM to be held in the year 2027.

The statutory auditors''report for the financial year 2024-25 do not contain any qualifications, reservations or
adverse remarks other than those that are self-explanatory. The observations made in the Auditors'' Report
are self-explanatory and, therefore, do not require any further comments from the Board of Directors. The
auditors'' report is attached to the financial statements of the Company.

There are no frauds reported by the auditors of the Company under sub section 12 of section 143 of the
Companies Act, 2013 during the financial year under review.

b) SECRETARIAL AUDIT

M/s. Kumar G & Co., a Practicing Company Secretary firm (COP No. 7579), was appointed as the Secretarial
Auditor of the Company for the financial year 2024-25 at the Board meeting held on April 10, 2024. However,
following the resignation of M/s. Kumar G & Co. during the course of the financial year, the Board, at its
meeting held on February 15, 2025, approved the appointment of M/s. Shubhangi Agarwal & Associates
("SAA"), a peer-reviewed Practicing Company Secretary firm, as the new Secretarial Auditor to conduct the
Secretarial Audit for the said financial year.

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report
for the financial year ended March 31, 2025, from M/s. Shubhangi Agarwal & Associates ("SAA"), Company
Secretaries (COP No. 19144). The report forms part of the Annual Report. The Company''s response to the
observations made in the Secretarial Audit Report is provided below:

1. SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023

Letter of resignation of Ms. Suchitra Krishnamoorthi and Ms. Shrabani Deodhar was not attached while filing
outcome of Board meeting held on August 31, 2024 to the stock exchanges on August 31,2024.

Explanation: The company has filed the Letter of resignation to the BSE and NSE on October 08, 2024 and
January 21,2025 respectively in terms of said circular.

2. Regulation 31 of SEBI (LODR), 2015: Increase in the total number of physical shares in the shareholding
pattern filed by the company for the quarter ended September 30, 2024 as compared to the shareholding
pattern (SHP) filed for the quarter ended December 31, 2024

Explanation: While filing the details related to the demat holdings of shareholders, an inadvertent error
occurred wherein the figure was recorded as 1,09,61,45,000 instead of 1,09,59,58,330. This resulted in an
increase in the total number of physical shares as compared to the shareholding pattern (SHP) filed for the
quarter ended December 31, 2024. The discrepancy has since been corrected in the revised SHP filing to
stock exchanges on March 05, 2025 for the quarter ended September 30, 2024.

3. Regulation 27 of SEBI (LODR), 2015:

There was an inadvertent selection of the designation category, which consequently led to incorrect
information being recorded for the corporate governance report for the quarter ended December 31, 2024.

Explanation: The company has filed revised Corporate Governance Report for the quarter ended December
31,2024 on February 05, 2025

4. Section 42 of the Companies Act, 2013 and Rule 12 of the Companies (Prospectus and Allotment of
Securities) Rules, 2014

PAS-3 was not filed in respect of the increase in paid-up share capital arising from the allotment of equity
shares pursuant to the conversion of warrants into equity shares on a preferential basis.

Explanation: The Company clarifies that the delay in filing Form PAS-3, which is a mandatory requirement
for recording the increase in paid-up share capital, was caused by a technical issue encountered during the
submission process. The matter is being actively addressed, and appropriate measures are being taken to
avoid such occurrences in the future. The Company also confirms that Form PAS-3 will be filed correctly with
the Registrar of Companies, with no further delay anticipated.

Pursuant to Regulation 24A of Listing Regulations, the Audit Committee and the Board recommends
appointment of M/s. Shubhangi Agarwal & Associates ("SAA"), Company Secretaries (COP No.- 19144), as
the Secretarial Auditor of the Company for a term of five (5) consecutive Financial Years (FY) commencing
from FY 2025-26 to FY 2029-30. An appropriate resolution seeking approval of the shareholders of the
Company has been included in the Notice convening the 19th Annual General Meeting.

c) COST AUDIT

Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit
thereof is not applicable to your Company.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is entrusted with the responsibility of establishing and maintaining an effective internal financial control
system in accordance with Section 134 of the Companies Act, 2013. Your Company has implemented robust
internal control systems and procedures that are commensurate with the scale and complexity of its operations.
Periodic reviews of these controls are conducted by the Internal Auditors to assess their effectiveness and
ensure compliance with applicable laws and standards. These reviews help provide reasonable assurance
regarding the reliability of financial reporting and operational efficiency. For the year under review, the Internal
Audit Report submitted by M/s. G Mansi & Associates, Practicing Chartered Accountants, was reviewed by
the Audit Committee and duly noted by the Board.

20. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
has been annexed to this report as ''Annexure A''.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said
provisions and rules.

Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However,
in terms of provisions of section 136 of the said Act, the Annual Report is being sent to all the members of the
Company and others entitled thereto, excluding the said particulars of employees. Any member interested in
obtaining such particulars may write to the Company Secretary at E-mail - [email protected].

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this
Report as ''Annexure B''.

22. MEETINGS

A. BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the Agenda.
During the financial year ended on March 31,2025, Ten (10) Board Meetings were held and the gap between
the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the
Corporate Governance Report annexed herewith for the financial year ended March 31, 2025.

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well qualified and Independent Audit Committee as required under Section
177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI
(LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective
supervision of the management''s financial reporting process with a view to ensure accurate, timely and
proper disclosure and transparency, integrity and quality of financial reporting.

The Audit Committee met Six (6) times during the financial year. The details of meetings with attendance
thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report
which forms part of this Report.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section
178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders'' Relationship Committee met Three (3) times during the financial year. The details about
the composition of the said committee of the Board of Directors along with attendance thereof have been
provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014
and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and
Remuneration Committee of the Board of Directors.

The Nomination & Remuneration Committee met Three (3) times during the financial year. The details of the
composition of the committee along with other details are available in the Corporate Governance Report
which forms part of this Report.

23. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and
as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel
and other employees which is also available on the Company''s website at www.tphq.co.in.

24. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and other applicable rules, became applicable to the Company
for the first time, as it met the prescribed eligibility criteria under the said provisions.

In compliance with the requirements, the Company duly constituted a Corporate Social Responsibility (CSR)
Committee. The composition of the CSR Committee is in accordance with the provisions of the Companies Act,
2013 and the relevant CSR Rules.

The Corporate Social Responsibility Committee met Four (4) times during the financial year. The details about the
composition of the said committee of the Board of Directors along with attendance thereof have been provided in
the Corporate Governance Report which forms part of this Report.

The CSR Policy is available on the Company''s website at https://www.tphq.co.in/investors. The Policy lays emphasis
on transparent monitoring mechanism for ensuring implementation of the projects undertaken/ proposed to be
undertaken by the Company in accordance with the overall objective of the CSR policy.

The Annual Report on CSR activities containing the requisite details is given which forms part of this Report.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were
no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims
to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment
and for matters connected or incidental thereto, with the objective of providing a safe working environment, where
employees feel secure. All the employees of the Company as a part of induction are sensitized about the provisions
of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate
protection are given for them to carry out their duties without fear or favour.

Your Company has complied with the provisions relating to constitution/re-constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of Complaints under the Sexual Harassment of Women at Workplace

1	Number of complaints pending at the commencement of the year	Nil
2	Number of complaints received during the year	Nil
3	Number of complaints disposed during the year	Nil
4	The number of cases pending for a period exceeding ninety days.	Nil
5	Number of Complaints pending at the end of the year	Nil

27. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961.

28. RISK MANAGEMENT

Internal financial control system and timely review of external, operational and other risks enables the Board of your
company towards identification and mitigation of the risks. The Company''s approach to mitigate business risks is
through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing
returns and minimizing risks

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant material orders passed by the Regulators/Courts which would impact the going concern
status of your Company and its future operations.

30. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm''s length basis, in the ordinary course of
business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the
Company has not entered into any contracts /arrangements / transactions with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations,
2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for
their approval on quarterly basis.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in
sub- section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third
proviso thereto are disclosed in Form No. AOC-2 which is annexed to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website
https://www.tphq.co.in/investors. The disclosure on Related Party Transactions is made in the Notes to Financial
Statement of the Company.

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the year.

32. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that
there have are no material departures;

b) They 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 31^st March, 2025 and of the profit or loss of the Company for that period;

c) They have taken proper and sufficient care for the 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;

d) They have prepared the annual accounts on a going concern basis;

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

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

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the name of the company
under the Insolvency Bankruptcy Code, 2016.

34. DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial
institutions.

35. ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation for the dedication, professionalism, and tireless
efforts of all employees at every level, whose contributions have been instrumental in driving the Company''s growth
and success.

We also gratefully acknowledge the unwavering support and confidence extended to us by our investors, clients,
vendors, bankers, and financial institutions during the year under review. Your continued partnership has been
invaluable, and we look forward to further collaboration in the years ahead.

Furthermore, the Company extends its sincere gratitude to the Stock Exchanges, Regulatory Authorities, and all
government agencies for their guidance and cooperation throughout 2024-25, which has greatly assisted in our
pursuit of operational excellence.

For and on behalf of the Board of Directors
Teamo Productions HQ Limited

(Formerly known as GI Engineering Solutions Limited)

Mohaan Nadaar Ketki Bhavin Mehta

Place : Delhi Managing Director Wholetime Director

Dated : July 09, 2025 (DIN: 03012355) (DIN: 05341758)

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Mar 31, 2024

The Directors have pleasure in presenting the 18^th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31,2024" and March 31, 2023 is tabulated below:

(Rs. In Lakhs)
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	45,796.17	84,038.47
Other Income	259.79	247.44
Total Income	46,055.96	84,285.91
Cost of material consumed	-	-
Purchase of Stock in trade	45,684.71	83,963.58
Employee Benefit Expense	135.09	12.36
Changes in Inventories	(512.80)	(52.17)
Financial Costs	0.51	2.50
Depreciation	0.87	0.25
Other Expenses	97.56	28.78
Profit before Exceptional items	650.02	330.60
Less: Exceptional items	-	-
Net Profit Before Tax	650.02	330.60
Less: Current Tax	163.52	42.36
Less: Previous year adjustment of Income Tax	-	-
Less: Deferred Tax	(179)	(0.02)
Profit for the Period	488.30	288.26
Earnings per share	0.06	0.79

During the year under review, the Company achieved a turnover of Rs. 45,796.17 Lakhs as against Rs. 84,038.47 Lakhs for previous year whereas, the profit of the Company for the period under review are Rs. 488.30 Lakhs as compared to profit of the company Rs. 288.26 Lakhs in the previous year. Your company has managed to book good amount of profits during the period under review as compare to the previous year and your management is optimistic to be back on track in near future and register good volumes with profitability.

2. BUSINESS OVERVIEW

The Company is engaged in the business pertaining to Information Technology based Engineering Services, distribution and supply of and to generally deal in all forms of electrical power/energy, trading of engineering goods for facilitate infrastructure projects to promote industrial and commercial activity, Trading of Commodities.

However, during the period under review, the management of your company after considering the company''s long-term business plan to expand its business further into different segments and to utilize the resources in more optimum ways, ventured into the business of film production, distribution and allied businesses, which are under the existing circumstances conveniently and advantageously could be combined with the present activities of the Company.

3. CHANGE IN NAME OF THE COMPANY

The Board of Directors of your Company at their meeting held on August 12, 2023, had approved the proposal for change of name of the Company from "GI Engineering Solutions Limited" to "Teamo Productions HQ Limited" to reflect the company''s business activities more appropriately, sync as per the contemporary business environment, enhance its brand-equity, subject to the approval of shareholders of the Company.

Thereafter, the shareholders of the company accorded their approval through Postal Ballot on September 20, 2023 by passing Special resolution for Change in name of the company and consequent alteration in Name clause of the memorandum and article of association of the company.

Registrar of Companies, NCT of Delhi & Haryana have issued fresh Certificate of Incorporation pursuant to change of name from GI Engineering Solutions Limited to Teamo Productions HQ Limited on September 26, 2023.

4. CHANGE IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

With a view to carry out operations of the Company in an efficient manner, as majority of the Directors and/or KMP of the Company are residing in the National Capital Territory of Delhi, the Board of Directors of the Company considered that it will be in the best interest of the Company to shift the registered office of the Company from State of Maharashtra to NCT of Delhi and accordingly, members approval was obtained by way of passing Special Resolution on September 30, 2022 and necessary application was made to Regional Director, Western Region, Ministry of Corporate Affairs.

Regional Director, Western Region, Ministry of Corporate Affairs vide its Order bearing No. RD/ Section13/SRN F42216523/7579 dated February 13, 2023 permitted the change in situation clause of Memorandum of Association of the Company from the state of Maharashtra to the State of Delhi. Thereafter, with effect from April 11,2023 the Company''s Registered office was shifted from 73A SDF-III, Seepz, Andheri (East), Mumbai-400096, Maharashtra, India to Build Up Space/ Unit 1308, Aggarwal Corporate Heights, Netaji Subhash Palace, New Delhi-110034, India. Consequently, the Corporate Identification Number (CIN) of the Company was changed from L74110MH2006PLC163731 to L74110DL2006PLC413221.

5. TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to General Reserve.

6. DIVIDEND

In order to conserve the resources of the Company, your Directors have not recommended any dividend for the financial year under review.

7. SHARE CAPITAL

As on March 31,2024, the Issued and Paid-up Share Capital of the Company stood at Rs. 86,12,19,600/-divided into 86,12,19,600 fully paid-up equity shares of face value of Re. 1/- per share.

During the Financial year under review, pursuant to members approval, stock exchanges and other statutory approvals, the Company in Q1 of the current fiscal offered 4,98,60,082 fully Paid-up Equity shares of face value of Rs. 10/- each on Right basis to its existing shareholders, issue got overwhelming response and oversubscribed by 1.69 times and in terms of the Right Issue Offer Document the allotment in respect of Rights Equity shares was made on May 16, 2023 to the successful applicants and consequently Issued, Subscribed and Paid up capital of Company increased from Rs. 36,26,18,780/-to Rs. 86,12,19,600/- divided into 8,61,21,960 fully paid-up equity shares of face value of Rs. 10/- per share.

Split/sub-division: With a view to improve the liquidity of Company''s Share and to make it more affordable for small investors and also to broaden the base of small investors, the shareholders accorded their approval through postal ballot on November 26, 2023 for approving the sub-division of company''s each Equity Share and Preference Share having a face value of Rs. 10/- each into 10 (Ten) Equity shares and Preference Shares, respectively, of the company having face value of Re. 1 each and consequent alteration of Capital clause of the Memorandum of Association of the company. Further, the company has fixed December 14, 2023 as Record Date to determining the eligibility of Shareholders for the above said purpose.

Fund raising: As a measure to augment the long-term financial resources of the Company, members by way of passing special resolution in respective General Meeting/ Postal Ballot approved the fund raising by way of following methods:

1) the Issue and allotment of 5,00,00, 000 (Five Crores only) fully convertible warrants carrying a right exercisable by the Warrant holder to subscribe to one Equity Share of face value of Rs. 10/-each per Warrant, to persons belonging to ''Non-Promoter, Public Category'', at an issue price of Rs. 15/- in accordance with the provisions of Chapter V of SEBI ICDR Regulations, 2018 for an aggregate amount of up to Rs. 75,00,00,000/-.

Pursuant to the members'' approval obtained through postal ballot on September 20, 2023 by means of passing a Special Resolution and ''In-Principle Approval'' obtained from the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited, the Board of Directors of the Company in their meeting held on Tuesday, November 14, 2023, approved the allotment of 4,57,50,000 Warrants, after receipt of stipulated amount i.e. 25% of the Issue Price as subscription amount in accordance with provisions of Chapter V of SEBI ICDR Regulations.

2) issuance and allotment of equity shares for up to an aggregate amount of up to Rs. 100 Crores by way by way of QIP''s, ADR, GDR, FCCB or any other method or combination thereof including series of Right Issue(s), each tranche not exceeding Rs. 50 Crore (Rs. Fifty Crores Only) pursuant to the members'' approval obtained through postal ballot on November 26, 2023 by means of passing a Special Resolution

8. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments have been disclosed in the notes to Financial Statements.

10. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes/commitment affecting the financial position of the Company during the period from the end of the financial year 2023-24 to the date of this report.

12. WEB ADDRESS FOR ANNUAL RETURN

Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company has placed copy of Annual Return as on 31^st March, 2024 as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 on its website at https://www.tphq.co.in/investors. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of the Directors'' Report.

14. CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns about the unethical behaviour , actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who avail of the mechanism. The Whistleblower Policy is available on the Company''s website on https://www.tphq.co.in/investors.

16. BOARD OF DIRECTORS

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Company''s Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Six Directors. Amongst the directors, three are executive and three are Non-Executive Independent Directors including one Women Independent Director on the Board.

Pursuant to the recommendation of Nomination and Remuneration Committee wherever applicable, following changes took place in the composition of Board of Directors:

Sl. No.	DIN	Name	Designation	Change
1.	00255689	Mr. Vishesh Gupta	Director	Resignation (w.e.f. May 16, 2023)
2.	10141712	Mrs. Alka Jain*	Whole Time Director	Appointment (w.e.f. May 01, 2023)
3.	09522632	Mr. Nitin Bansal	Whole Time Director	Appointment (w.e.f. May 16, 2023)
4.	06787018	Mr. Abhishek Goel	Chairman and Managing Director	Re-designation (w.e.f. May 16, 2023)
5.	03012355	Mr. Mohaan Nadaar	Managing Director	Appointment (w.e.f. August 12, 2023)
6.	05341758	Ms. Ketki Bhavin Mehta	Whole-time Director cum Chief Operating Officer	Appointment (w.e.f. August 12, 2023)
7.	06787018	Mr. Abhishek Goel	Chairman and Managing Director	Resignation (w.e.f. August 12, 2023)
8.	09522632	Mr. Nitin Bansal	Whole Time Director	Resignation (w.e.f. August 12, 2023)
9.	08966730	#Ms. Suchitra Krishnamoorthi	Independent Director	Appointment (w.e.f. August 19, 2023)
10.	00434115	Mr. Ketan Chandrakant Mehta	Independent Director	Appointment (w.e.f. August 19, 2023)
11.	09652245	Mrs. Swati Gupta	Independent Director	Resignation (w.e.f. October 19, 2023)
12.	00434115	Mr. Ketan Chandrakant Mehta	Independent Director	Resignation (w.e.f. December 27, 2023)

*She was also appointed as Chief Executive Officer (CEO) of the company w.e.f. May 16, 2023 and thereafter, resigned as CEO w.e.f. August 12, 2023.

#Resigned as Independent Director of the Company w.e.f. August 31,2024

Further, the Board at its meeting held on August 31,2024 approved the appointment of Ms. Sony Kumari (DIN: 09270483) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from August 31, 2024. The appointment is subject to approval of the Shareholders at the ensuing AGM

The latest composition of Directors as on the date of report is set out in the table below:

Name of Directors	Designation
Mr. Mohaan Nadaar	Managing Director
Ms. Ketki Bhavin Mehta	Whole-time Director cum Chief Operating Officer
Ms. Alka Jain	Whole Time Director
Ms. Sony Kumari	Independent Director
Mr. Om Prakash Agarwal	Independent Director
Mr. Amandeep Singh	Independent Director

Retirement by Rotation:-

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Ms. Alka Jain, Whole-time Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The Brief profile of Director being re-appointed is given in the Notice convening the ensuing Annual General Meeting of the Company.

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''MCA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013. Appointment and Resignation of Key Managerial Personnel

During the year under review, Ms. Alka Jain was appointed as Whole-time Director of the company w.e.f. May 01,2023, thereafter, she was also re-designated as Chief Executive Officer of the Company w.e.f. May 16, 2023. Later, she resigned from the post of Chief Executive Officer w.e.f. August 12, 2023, and continuing as Whole-time Director. In place of her, Ms. Shrabani Deodhar was appointed as Chief Executive Officer of the Company w.e.f. August 12, 2023 and later resigned as CEO w.e.f. August 31, 2024 Mr. Nitin Bansal was appointed as Whole-time Director of the company w.e.f. May 16, 2023, later resigned from the same w.e.f. August 12, 2023.

Mr. Abhishek Goel was re-designated as Chairman and Managing Director of the company w.e.f. May 16, 2023. Later, resigned from same w.e.f. August 12, 2023.

Mr. Mohaan Nadaar and Ms. Ketki Bhavin Mehta were appointed as Managing Director and Whole-time Director cum Chief Operating Officer of the Company respectively w.e.f. August 12, 2023;

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (''KMP'') of the Company as on the date of this report:

Name	Designation
Mr. Mohaan Nadaar	Managing Director
Ms. Ketki Bhavin Mehta	Whole-time Director cum Chief Operating Officer
Ms. Alka Jain	Whole Time Director
Mr. Shrawan Kumar Prasad	Chief Financial Officer
Mr. Deepak	Company Secretary & Compliance Officer

There has been no change other than above in the Directors and the Key Managerial Personnel during the financial year 2023-24.

17. PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ''in-house'' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Director being evaluated. Results of all such above referred evaluations were found satisfactory.

18. AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. A.K. Bhargav & Co., Chartered Accountants (Firm Registration No. 0034063N), was appointed as the Statutory Auditors of your Company to hold the office for five consecutive years i.e. from the conclusion of the 16^th AGM till the conclusion of 21^st AGM to be held in the year 2027.

The statutory auditors'' report for the financial year 2023-24 do not contain any qualifications, reservations or adverse remarks. The auditors'' report is attached to the financial statements of the Company.

There are no frauds reported by the auditors of the Company under sub section 12 of section 143 of the Companies Act, 2013 during the financial year under review.

b) SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on 31st March, 2024 from M/s. Kumar G & Co., Company Secretaries (COP No.- 7579) and the same forms part of the Annual Report. Explanation to the observations in secretarial audit report is given as below;

1. Regulation 30 of SEBI (LODR), 2015:

Intimation regarding reconstitution of board committees was not reported to the stock exchanges in the outcome of the Board meeting dated October 25, 2023.

Explanation: It was clarified that the company inadvertently skipped to include the same in the outcome of board meeting held on October 25, 2023 and assures to comply the regulation in near future within the timeline.

2. Regulation 29(2) of SEBI Takeover Code:-

Intimation was delayed reported to the stock exchanges on October 07, 2023 by G G Engineering Limited but the transaction was executed on September 22, 2023.

Explanation: No comments were given by the auditor, since the lapse was on the part of Acquirer.

3. Regulation 30 of SEBI (LODR), 2015: Delayed reporting of various XBRLs

Explanation: The auditor has advised company to stay vigilant of the timelines as prescribed by SEBI

4. Insufficient disclosure as per SEBI Circular no. CIR/CFD/C MD/4/201 5 dated September 09, 2015:

Disclosure regarding "Media release for confirmed order for supplying Structural Steel with the single order valued an amount exceeding Rs. 160 Million dated May 13, 2023" was not as per the SEBI Circular no. CIR/CFD/CMD/ 4/2015 dated September 09, 2015

Explanation: It was informed that the company has filed the adequate disclosure to the stock exchange on May 15, 2023 in terms of said circular.

5. Insufficient disclosure as per SEBI Circular no. SEBI/HO/C FD/CFDPoD1/P/CI R/2023/12 3 dated July 13, 2023:

Letter of resignation was not attached while filing the intimation of resignation of abovesaid persons to the stock exchanges on December 28, 2023 and August 12, 2023 respectively.

Explanation: As a matter of due compliance, the company has filed the Letter of resignation to the stock exchange on February 19, 2024 and February 05, 2024 respectively in terms of said circular

6. Regulation 32 of SEBI (LODR), 2015:

Statement of utilization of funds was not attached while filing the Statement of deviation or variation in the use of proceeds of Rights Issue for the quarter ended September 30, 2023 to the stock exchanges on November 14, 2023.

Explanation: It was clarified that the company inadvertently skipped to include while filing to the stock exchanges. Though, the company has filed the correct Statement of deviation on November 16, 2023 and assures to comply the regulation in near future within the timeline.

7. Regulation 27 of SEBI (LODR), 2015:

a) Corporate Governance Report for the quarter ended December 31,2014 was not filed within due date i.e. 14-01- 2015 and BSE imposed a penalty of Rs.1000/- after excluding GST@18%. Explanation: The company has filed Corporate Governance Report for the quarter ended December 31, 2014 on 15-01- 2015 and also paid the penalty imposed.

b) Number of the board member is less than six and No meeting of Stakeholders and Relationship Committee meeting held during the year to which NSE raised query with respect to Corporate Governance Report for the quarter ended March 31, 2023 regarding a. Number of the board member is less than six b. No meeting of Stakeholders and Relationship Committee meeting held during the year and BSE raised query regarding no meeting of stakeholders relationship committee held for the year ended March 31, 2023 Explanation: The company has submitted the clarification for the same to the NSE and BSE on April 27, 2023 and September 09, 2023 respectively stating that company is not in the top 2000 listed entities list as per the market capitalisation as on March 31, 2022. Therefore, the provision of Regulation 17 (1)(c) of the SEBI (LODR) Regulations, 2015 is not applicable on the company. Further, during the year 2022- 23 one meeting of Stakeholder Relationship Committee was held on May 23, 2022. Since, meeting was held during the quarter April to June, 2022, hence, the same is not reflecting in the report submitted by the Company to the Exchange for the quarter ended March 31,2023

8. Regulation 33 of SEBI (LODR), 2015:

Financial results not signed by authorized signatory/ies for the quarter and year ended March 31, 2023.

Explanation: The company has submitted the clarification for the same to the NSE and BSE on May 04, 2023 and October 06, 2023 respectively stating that Financial results for the quarter and year ended March 31, 2023 was duly signed by authorized signatory.

Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular No CIR/ CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance Report for the financial year 2023-2024 was filed with Stock Exchanges(s), i.e. BSE Limited and National Stock Exchange of India Limited, on May 21,2024.

9. Capital and Debentures) Rules, 2014:

SH-7 was not submitted in respect of sub-division in face value of Equity shares and Preference shares having a face value of Rs. 10/- each into 10 (Ten) Equity shares and Preference Shares, respectively, having face value of Re. 1 each.

Explanation: It is clarified that the delay in filing the SH-7 form, which is mandatory form for documenting the sub-division of our Equity and Preference shares, was due to a technical issue encountered during the submission process. The Company actively addressing this issue and taking necessary steps to prevent such oversights in the future. The Company ensures that the SH-7 form is filed correctly with the Registrar of Companies without any further delay.

c) COST AUDIT

Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit

thereof is not applicable to your Company.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company''s internal control systems and processes commensurate with scale of operations of the Business.

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Internal Audit Report submitted by the Internal Auditors, M/s. G Mansi & Associates, Practicing Chartered Accountants, for the year under review is apprised by the Audit Committee and noted by the Board.

19. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report as ''Annexure A''.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at E-mail - [email protected].

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as ''Annexure B''.

21. MEETINGS

A. BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the Agenda. During the financial year ended on March 31,2024, Eleven (11) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management''s financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.

The Audit Committee met Four (4) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015. The Stakeholders'' Relationship Committee met Two (2) times during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors.

The Nomination & Remuneration Committee met Five (5) times during the financial year. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

22. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available on the Company''s website at www.tphq.co.in.

23. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable Rules were not applicable during the year under review as the company did not fall under the stipulated criteria.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

25. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

your Company has complied with the provisions relating to constitution/re-constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. RISK MANAGEMENT

Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company''s approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of your Company and its future operations.

28. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm''s length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 which is annexed to this Report. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.tphq.co.in. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

29. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the year.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there have are no material departures;

b) They 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 31^st March, 2024 and of the profit or loss of the Company for that period;

c) They have taken proper and sufficient care for the 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;

d) They have prepared the annual accounts on a going concern basis;

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

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

31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

32. DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

33. ACKNOWLEDGEMENT

Your Directors acknowledges the efforts of its employees, at all levels, for their continued hard work, dedication and commitment towards the growth of the Company.

The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come. The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2023-24.

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Mar 31, 2015

Dear Members,

The Directors of your Company take pleasure in presenting the Ninth Annual Report of the Company together with the Audited Accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULT

Summary of the Standalone performance of your Company for the year under review is tabulated below: (Rs. in Lakhs)

Particulars March 31, 2015 March 31, 2014

Income 3.66 9.70

Operating Profit/ (Loss) before (9.33) (7.12) Depreciation, Interest and Taxes

Less: Depreciation/ amortization - (0.87)

Profit/(Loss) before tax (9.33) (7.99)

Less: Current Tax - -

Profit (Loss) After Tax (9.33) (7.99)

2. DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2015 in view of the losses.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 8,61,18,780/- and 4.5% Redeemable Cumulative Preference Share Capital was Rs. 7,00,00,000/- During the year under review, the Company has not issued any Shares.

4. OPERATIONS

During the year under review, the Company earned the total income of Rs. 3.66 lakhs as compared to Rs. 9.70 lakhs in the previous financial year. The Company has incurred a loss of Rs. 9.33 lakhs as compared to the loss of Rs. 7.99 lakhs in the previous financial year. The Board of Directors is taking steps to improve the business operations of the Company, though the prevailing market conditions in the existing line of business are not encouraging. The Board is hopeful of improvement in the current financial year.

a) DEPOSITS

The Company did not invite/accept any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014

b) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments are given in the notes to the financial statements.

5. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given as a separate section in the Annual Report.

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A".

7. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

8. SUBSIDIARY COMPANY

Your Company has a subsidiary, viz. M/s Genesys Enterprises Inc., USA. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any Member of the Company who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary would also be available for inspection by any Member at the Registered Office of the Company during working hours up to the date of the Annual General Meeting.

9. CONSOLIDATED RESULTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS-21) issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. The Policy is posted on website of the Company.

11. DIRECTORS

Mrs. Saroja Malik, Director of the Company, retires by rotation and being eligible offers herself for re- appointment at the ensuing Annual General Meeting.

Brief resume of Mrs. Saroja Malik, nature of her expertise in specific functional area and names of Companies in which she is a Director and Member/ Chairman of Committees of Board, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

12. AUDITORS

a) STATUTORY AUDITOR

The Members of the Company had, at the 8th Annual General Meeting (AGM) held on September 29, 2014 approved the appointment of M/s Dixit Dattatray & Associates, Chartered Accountants, Mumbai (ICAI Registration No. 102665W) as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of 11th AGM held thereafter, subject to ratification of the appointment by the Members at every AGM held after the aforesaid AGM.

Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 states that appointment of Auditor shall be subject to ratification by the Members at every AGM till the expiry of the term of the Auditor.

In view of the above, the existing appointment of M/s Dixit Dattatray & Associates, Chartered Accountants covering the period from the conclusion of this ensuing AGM until the conclusion of next AGM to be held in the FY 2016-17, is being placed for Members' ratification.

As required under section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification.

INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has in place an Internal Control System commensurate with the size and scale of its operations. The Internal Control System provides reasonable assurance with regard to recording and providing reliable information, compliance with applicable laws, rules and regulations.

The Audit Committee reviews audit reports submitted by the Internal Auditors on a regular basis.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s Roy Jacob & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

The Company is in process of shortlisting suitable candidate for the position of Chief Financial Officer and Company Secretary. The company will fill these vacancies as soon as possible.

13. PARTICULARS OF EMPLOYEES

Managing Director does not receive any remuneration from the Company and the Company does not have employee drawing remuneration in excess of limits

prescribed under section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the information under this Proviso and Rule is not being provided.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company continues to endeavor to reduce energy consumption. The company has not carried out any research and development activity or has imported any technology for its operations. There were no foreign exchange earning or outgo during the year under review. Therefore, details of the same are not annexed to this report.

15. MEETINGS

During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The Board Evaluation has been explained in the Corporate Governance Report.

17. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report.

18. SEXUAL HARRASMENT

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

19. RISK MANAGEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has in place a Risk Management Plan.

The Company has a Business Risk management framework to identify and evaluate business risks.

In accordance with the provision of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its future operations.

21. MATERIAL CHANGES & COMMITMENTS

There are no material changes and Commitments affecting the financial position of the Company occurred between the date of Financial Statements and Boards Report.

22. INDEPENDENT DIRECTORS MEETING

During the year under review, the independent Directors of the Company met on February 15, 2015, interalia, 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 Board, taking into views of all Directors

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

23. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The disclosure on Related Party Transactions is made in the Financial Statement of the Company.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013, with respect to Directors' Responsibility Statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The directors had taken proper and sufficient care for the 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;

d) The directors had prepared the annual accounts for the financial year ended March 31, 2015 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

25. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Investors, Clients, Banks, Regulatory authorities including Stock Exchanges and Government authorities for their invaluable support, trust and co-operation extended to the Company. Your directors look forward for their continued support in future.

For and on behalf of the Board of Directors

SAJID MALIK GANAPATHY VISHWANATHAN

Managing Director Director

Place: Mumbai Date: May 30, 2015

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Eighth Annual Report of the Company together with the Audited Accounts for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS

Summary of the Standalone performance of your Company for the year under review are tabulated below:

(Rs. in Lakhs)

Particulars March 31, 2014 March 31, 2013

Income 9.70 51.16

Operating Profit/ (Loss) before Depreciation, Interest and Taxes (7.12) (99.63)

Less: Depreciation/ amortization 0.87 0.88

Profit/(Loss) before tax (7.99) (100.51)

Less: Current Tax - 6.25

Profit (Loss) After Tax (7.99) (106.76)

DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2014.

BUSINESS REVIEW

During the year under review, your Company achieved income of Rs. 9.70 lakhs as compared to Rs. 51.16 lakhs in the previous financial year. The Company has incurred a loss of Rs.. 7.99 lakhs as compared to the loss of Rs. 106.76 lakhs in the previous year. Management is taking the appropriate steps to mend the financial situation and hopeful of improvement in the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given as a separate section in the Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as per requirements of Clause 49 of the Listing Agreement with the stock exchanges forms part of the Annual Report.

The requisite certificate from the Auditors, M/s. Dixit Dattatray & Associates, Chartered Accountants as per requirements of Clause 49 of the Listing Agreement is annexed to this Report.

SUBSIDIARY COMPANY

Your Company has one subsidiary, viz. M/s Genesys Enterprises Inc., USA. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any Member of the Company who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary would also be available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting.

CONSOLIDATED RESULTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors Report form part of this Annual Report.

FIXED DEPOSITS

The Company did not invite/accept any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

DIRECTORS

Mrs. Saroja Malik, Director of the Company, retires by rotation and being eligible offers herself for re- appointment at the ensuing Annual General Meeting.

Brief resume of Mrs. Saroja Malik, nature of her expertise in specific functional area and names of Companies in which she is a Director and Member/Chairman of Committees of Board, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report.

The Independent Directors of the Company viz. Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya are being proposed to be appointed as Independent Directors of the Company in terms of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company. Details relating to their appointment are mentioned in the statement annexed to the Notice under Section 102 of the Companies Act, 2013. The Brief profile of the Directors proposed to be re- appointed has been included in the Report on Corporate Governance forming part of the Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 & under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS AND THEIR OBSERVATIONS

M/s Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting. They have confirmed their eligibility under section 139 of the Companies Act, 2013 and willingness for reappointment as statutory auditors of the Company.

The Board of Directors recommends the re-appointment of M/s Dixit Dattatray & Associates as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of Eleventh Annual General Meeting.

The Company has obtained a written consent from M/s Dixit Dattatray & Associates, Chartered Accountant that their appointment, if made, would be in accordance with Section 139 (1) & 141 of the Companies Act, 2013 and the rules made there under, as may be applicable.

The observations of the auditors are suitably explained in the Notes on Accounts.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended vide Companies (Particulars of Employees) Amendment Rules, 2011, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year under review.

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

Information required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure on Particulars in the Report on the Board of Directors) Rules, 1988 is given in Annexure ''A'' and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors'' Responsibility Statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks to the Investors, Clients, Banks, Regulatory authorities including Stock Exchanges and Government authorities for their invaluable support and co-operation extended to the Company. Your directors look forward for their continued support in future.

For and on behalf of the Board of Directors

SAJID MALIK GANAPATHY VISHWANATHAN Managing Director Director

Place: Mumbai Date: May 29, 2014

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Mar 31, 2013

Dear Shareholders,

The Directors of your Company present herewith Seventh Annual Report of the Company together with the Audited Accounts for the Financial Year ended March 31, 2013.

FINANCIAL RESULTS

The working of your Company for the year under review resulted in:

(Rs.in Lakhs) Particulars March 31, 2013 March 31, 2012

Total Income 51.16 99.95

Operating Profit/ (Loss) before Depreciation, Interest and Taxes (99.63) (6.68)

Less: Depreciation and amortization 0.88 21.11

Profit/(Loss) before tax (100.51) (27.79)

Less: Current Tax 6.25 9.75

Profit (Loss) After Tax (106.76) (37.54)

DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2013 in view of the losses.

BUSINESS REVIEW

Your Company achieved total revenue of Rs. 51.16 lakhs during the financial year under review against Rs. 99.95 lakhs in the previous financial year. The Company incurred a loss of Rs. 106.76 lakhs as compared to the loss of Rs. 37.54 lakhs in the previous year. Though the Management has been trying to get additional business for the Company, the prevailing market conditions in the existing line of business were not encouraging. The Management is hopeful of improvement in the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given as a separate section in the Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANY

Your Company has one subsidiary, viz. M/s Genesys Enterprises Inc., USA. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any Member of the Company who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary would also be available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting.

CONSOLIDATED RESULTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

FIXED DEPOSITS

The Company did not invite/accept any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

DIRECTORS

In terms of Article 117 of the Articles of Association, Mr. Ganesh Acharya, Non Executive Independent Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Brief resume of Mr. Ganesh Acharya, nature of his expertise in specific functional area and names of Companies in which he is Director and Member/Chairman of Committees of Board, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report.

AUDITORS AND THEIR OBSERVATIONS

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting. They have confirmed their eligibility under section 224 of the Companies Act, 1956 and willingness for reappointment as statutory auditors of the Company.

The Board of Directors recommends the re-appointment of M/s. Dixit Dattatray & Associates as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting. The observations of the auditors are suitably explained in the notes on accounts.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

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

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure on Particulars in the Report on the Board of Directors) Rules, 1988 is given in Annexure ‘A'' and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the

Companies Act 1956, with respect to directors'' responsibility statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers and members of the company for their continued support. Your Directors once again take this opportunity to thank the Employees, Investors, Clients, Banks, Regulatory authorities including Stock Exchanges and Government authorities for their support and co-operation extended to the Company. Your Directors look forward for their continued support in future.

For and on behalf of the Board of Directors

SAJID MALIK GANAPTHY VISHWANATHAN

Managing Director Director

Place: Mumbai

Dated: May 25, 2013

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Mar 31, 2012

TO THE MEMBERS OF GI ENGINEERING SOLUTION LTD.

The Directors have pleasure in presenting herewith the Sixth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

Summary of Standalone Financial Results for the year ended March 31, 2012 is as under:

(Rs.in Lakhs)

Particulars March 31, 2012 March 31, 2011

Income 99.95 176.63

Operating Profit/ (Loss) before Depreciation, Amortization, Interest and Taxes (6.68) (128.73)

Less: Depreciation and amortization 21.11 21.30

Profit/(Loss) before tax (27.79) (150.03)

Less: Current Tax 9.75 13.82

Profit (Loss) After Tax (37.54) (163.85)

DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2012.

BUSINESS REVIEW

Your Company has recorded total revenue of Rs. 99.95 lakhs during the year against Rs. 176.63 lakhs in the previous year. The Company incurred a loss of Rs. 37.54 lakhs as compared to loss of Rs. 163.85 lakhs in the previous year. Management is taking various measures to improve the financial performance of the Company by targeting additional business and controlling the costs, wherever possible.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is presented in a separate section forming a part of this Annual Report.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices and the Company adheres to all major stipulations in this regard. A detailed report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited and National Stock Exchange of India Limited is annexed and forms a part of this Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is annexed to this Report.

SUBSIDIARY COMPANY

Your Company has one subsidiary, viz. M/s Genesys Enterprises Inc., USA. In view of general exemption granted by MCA under Sec. 212 of the Companies Act, 1956, vide General Circular No. 2/2011 dated 8th February, 2011 from the requirement of attaching Balance Sheet, Profit & Loss Account, etc. of its subsidiaries to its accounts, your Company has decided to avail the said exemption. The consolidated financial statement is forming part of this Annual Report. Your Company undertakes that Annual Accounts of the subsidiary company and related information will be made available to the Members on request. Further the annual accounts of subsidiary company will be kept at registered office of the Company for inspection by any Member during the working hours upto the date of Annual General Meeting.

CONSOLIDATED RESULTS

The audited Standalone and consolidated Financial Statements of the Company are attached herewith and form part of this Annual Report. These have been prepared in accordance with applicable provisions of the Companies Act, 1956, the Listing Agreement, and the Accounting Standards issued by The Institute of Chartered Accountants of India.

CHANGES IN SHARE CAPITAL

During the year under review your Company has alloted 70,00,000 Redeemable Cumulative Preference Shares of face value of Rs. 10/- each on private placement basis to M/s Genesys International Corporation Limited. Consequent to the same, the paid up share capital of the Company has been increased from Rs. 8,61,18,780/- consisting of 86,11,878 Equity Shares of Rs.10/- each to Rs. 15,61,18,780/- consisting of 86,11,878 Equity Shares of Rs.10/- each and 70,00,000 Redeemable Cumulative Preference Shares of Rs. 10/- each.

FIXED DEPOSITS

During the year under review the Company has not accepted any deposit with in the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

During the year under review there was no change in the constitution of the Board of Directors of the Company. In terms of Article 117 of the Articles of Association, Mrs. Saroja Malik, Non-Executive Director, retire by rotation at ensuing Annual General Meeting and being eligible, she has offered herself for re-appointment.

Mr. Sajid Malik has been re-appointed as Managing Director with effect from November 30, 2012 for a period of five years.

Brief resume of Mrs. Saroja Malik, Mr. Sajid Malik, nature of their expertise in functional areas and names of Companies wherein they are Director and Member/Chairperson of Committees of Board, as stipulated by Clause 49 of the Listing Agreement have been provided in the Corporate Governance Report forming part of the Annual Report.

AUDITORS

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No.102665W will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommend their re-appointment as Auditors of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration for whole/ part of the year exceeding the limit prescribed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, and hence the particulars have not been given.

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

Particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are disclosed in Annexure- A.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude and appreciation for the assistance and co-operation received from Bankers, Government Authorities, clients, investors and shareholders during the period under review.

For and on behalf of the Board of Directors

SAJID MALIK GANAPATHY VISHWANATHAN

Managing Director Director

Place: Mumbai

Dated: August 10, 2012

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Mar 31, 2010

The Directors have great pleasure in presenting Fourth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2010.

Financial Highlights

Summary of the Companys Standalone Financial performance for the year ended March 31, 2010 are tabulated below:

(Rs. in Lacs)

Particulars Year ended Year ended

March 31, 2010 March 31, 2009

Revenue from Operations 151.72 186.13

Operating Profits / (Loss) before Depreciation, Amortization and tax (30.05) 90.90

Less: Depreciation and amortization 21.35 21.33

Profit / (Loss) before tax (51.40) 69.57

Less: Current Tax 6.15 3.94

Less: Fringe Benefit Tax -- 0.27

Profit / (Loss) After Tax (57.55) 65.36

Dividend

Your Directors do not recommend any dividend for the year ended March 31, 2010.

Business Review

During the year under review, turnover of the Company was Rs. 151.72 lakhs as compared to Rs. 186.13 lakhs in the previous year. The Company has incurred a loss of Rs. 57.55 lakhs on account of provisioning against old sundry debtors. Your Company is however, confident to handle this situation with ease in the current financial year.

Management Discussion and Analysis

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Management Discussion and Analysis forms an annexure to this Report.

Share Capital

During the year under review, your Company had increased its Authorised capital from Rs. 8,00,00,000/- (80,00,000 Equity Shares of Rs.10/- each) to Rs. 8500,00,00,000/- (850,00,00,000 Equity Shares of Rs.10/- each ). However, paid up Equity Share Capital of your Company as on March 31, 2010 comprises of 86,11,878 Equity Shares of Rs.10/- each aggregating to Rs. 8,61,18,780/-.

Preferential Issue of Equity Shares

During the year under review, the Company has allotted 11,00,000 equity shares of Rs.10/- each at a price of Rs.18/- (including premium of Rs.8/- per equity share) to M/s. Fortune Private Equity LLC, Abu Dhabi, UAE on preferential basis in accordance with the resolution passed by the shareholders of the Company in the Extra Ordinary General Meeting held on December 30, 2009. The Funds raised through issue of the share capital are being utilized for general corporate purposes. Company has obtained Listing and Trading approvals from National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

Subsidiary Company

As required under Section 212 of Companies Act, 1956, the audited statements of accounts, along with the report of Board of Directors, relating to Companys subsidiary, viz. M/s Genesys Enterprises Inc., USA and respective Auditors Reports thereon for the year ended March 31, 2010, are annexed to this report.

Consolidated Financial Statements

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with

the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

Directors

Mr. Ganesh Acharya, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Brief resume of Mr. Ganesh Acharya is provided in the report on Corporate Governance, which forms an integral part of this Annual Report.

Auditors

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No.102665W will retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Dixit Dattatray & Associates, have confirmed that their re-appointment, if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors.

Deposits

Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principle or interest was outstanding on the date of the Balance Sheet.

Particulars of Employees

Statement pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year 2009-10.

Particulars of Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the prescribed format as an annexure to this report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance along with Auditors Certificate of its compliance forms part of the Annual Report.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to directors responsibility statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts for the financial year ended March 31, 2010 on a going concern basis.

Acknowledgement

Your Directors once again take this opportunity to thank the Employees, Investors, Clients, Vendors, Banks, Regulatory authorities including Stock Exchanges and Government authorities for the business support, valuable assistance and co-operation continuously extended to the Company. Your directors gratefully acknowledge their trust and confidence and look forward for their continued support in future.

For and on behalf of the Board of Directors of

GI ENGINEERING SOLUTIONS LIMITED

SAJID MALIK SAROJA MALIK

Managing Director Director

Place: Mumbai Date: July 31, 2010