Directors Report of Teerth Gopicon Ltd.

Mar 31, 2025

The Board of Directors hereby present their 6th Annual report on the business and operations of the Company and the Standalone and Consolidated Audited Financial Statements and auditors report thereon for the Financial Year ended 31st March, 2025.

1. Financial Highlights and State of Companyâs Affairs

The Financial Performance of the company on a standalone and consolidated basis is as under

(Amount in Lakhs except EPS)
Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	11827	10492	11827	10492
Other Income	29	18	29	18
Total Income	11855	10510	11855	10510
Total Expenses (excluding interest and depreciation)	9366	8681	9366	8681
Profit before Interest, Depreciation and tax	2490	1829	2490	1829
Less: Depreciation	451	127	451	127
Less: Finance cost	243	97	243	97
Profit/(Loss) before tax	1796	1605	1796	1605
Less: Current Tax	498	437	498	437

Add: Deferred Tax	(10)	12	(10)	12
Add: Tax adjustments in respect of earlier years	24	-	24
Net profit / (Loss) after Tax	1284	1156	1284	1156
Earnings per share (EPS) (Rs. 10/-each)
Basic	10.85	18.49	10.85	18.49
Diluted	10.85	18.49	10.85	18.49

2. Company''s Performance and Review

During the financial year 2024-25, Company has total income of Rs. 11855 Lakhs for the year 2025 as compared to Rs. 10510 Lakhs for the Financial Year 2024 with YOY Growth of 12.80% and company earned Net Profit after Tax at Rs. 1284 lakhs in the financial year 2025 as compared to Rs. 1156 lakhs for the financial year 2024.

3. Share Capital Authorized Share Capital

During the year under review, the following changes were made in the Authorized Share Capital of the Company.

â¢ Authorized Capital of the Company increased from Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores Only) equity shares of Rs. 10/- (Rupees Ten Only) each via Ordinary Resolution passed in Annual General Meeting by the shareholders of the Company on Saturday, 28th September, 2024.

As on 31st March 2025, the Authorized Share Capital of the Company is Rs. 50,00,00,000/-divided into 5,00,00,000 Equity Shares of Rs. 10/- each (Rupees Ten Only).

Paid-up Share Capital

During the year under review, pursuant to Initial Public Offer of Equity Shares by the Company, the Board of Directors of the Company, in their meeting held on 12^th April, 2024, has allotted total 39,99,600 (Thirty-Nine Lakhs Ninety-Nine Thousand Six Hundred) Equity Shares of Rs. 10/-(Rupees Ten Only) each at a price of Rs. 111/- (Rupees One Hundred Eleven Only) per Equity

Shares to the successful allottees, whose list was finalized by the Company, the Registrar to the Issue and merchant banker in consultation with the National Stock Exchange of India Limited.

The Paid-up Equity Share Capital as at 31^st March, 2025 stood at Rs. 11,99,96,000/- (Rupees Eleven Crores Ninety-Nine Lakhs Ninety-Six Thousand Only) divided into 1,19,99,600 (One Crore Nineteen Lakhs Ninety-Nine Thousand Six Hundred) Equity Shares of Rs. 10/- each (Rupees Ten Only).

During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31^st March 2025, none of the Directors of the company hold instruments convertible into equity shares of the Company.

4. Listing of Equity Shares:

The Company has applied for listing of 1,19,99,600 equity shares to NSE and NSE has granted its approval vide its letter dated April 15, 2024. The trading of Equity Shares of the Company commenced on April 16, 2024 at Emerge Platform of NSE.

Further, the company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

Listing Information:

The Company Shares are listed as follows:

Name of Stock Exchange

Stock Code/Symbol

ISIN

National Stock Exchange of India Limited (NSE) (Emerge Platform)

âExchange Plazaâ, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

TGL

INE0K6601012

Utilization of IPO Proceeds

The Company raised funds of Rs. 4439.56 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO have been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

(Amount in Lakhs)
S. No	Object of the issue	Amount allocated for the object	Amount utilized

1.	Working capital requirement (including Advance Against Goods & Services of Rs. 1239.28 lakhs)	3340	3343.74
2.	General corporate purpose	1024	1038.45
3.	Public Issue Expenses	75.56	57.37
	Total	4439.56	4439.56

As on 31^st March, 2025, Company has utilized full amount raised through initial public offer.

5. Subsidiary Companies, Joint Ventures or Associate Companies As on 31^st March, 2025, the company has two subsidiaries i.e.:1. Teerth RE 1 Private Limited2. Teerth RE 2 Private Limited

As on 31st March, 2025 there are no associate companies or joint venture companies within the meaning of Companies Act, 2013. Further during the financial year 2024-25, two subsidiary companies were incorporated viz Teerth RE 1 Private Limited was incorporated on 27.01.2025 and Teerth RE 2 Private Limited was incorporated on 12.03.2025 except these there are no companies that have become or ceased to be subsidiary, associate or joint venture of the company during financial year 2024-2025.

During the financial year, your board of directors had reviewed the affairs of the subsidiaries. The consolidated statements of your company are prepared in accordance with section 129(3) of the Companies Act, 2013; and forms part of this annual report.

A separate statement containing salient features of the Financial Statements of all the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013 and the rules made thereunder in the prescribed form AOC-1 are annexed to this report as Annexure- A and hence it is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements of the Company for the financial year ended 31^st March, 2025, along with relevant documents, has been placed on the website of the Company at www.teerthgopicon.com. Further, audited financial statements together with related information of each of the subsidiary companies have also been placed on the website of the Company at www.teerthgopicon. com.

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further, during the current financial year, company has incorporated Subsidiary namely Teerth RE 3 Private Limited and an Associate Company namely Teerth RE 4 Private Limited.

MATERIAL SUBSIDIARY:

During the year under review, Company does not have any material subsidiary company.

6. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31^st March 2025, have been prepared in accordance with the Accounting Standards (AS) 21 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report.

7. Transfer to Reserves

For the Financial Year ended 31st March, 2025, no amount has been proposed to carry to the General Reserves.

8. Dividend

In order to conserve the resources of the Company, your directors do not recommend any dividend for the current year.

9. Deposits

During the year under review, your Company has neither invited nor accepted any deposits from public within the meaning of Section(s) 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Details of deposits which are not in compliance with the requirements of Chapter V of the act:

Not applicable, since Company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

Disclosure of Unsecured Loan received from Directors:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2024-25.

10. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the financial year ended 31st March, 2025 has been uploaded on the website of the company at https://teerthgopicon.com/wp-content/uploads/2025/09/Scan2025-09-06 195607-1.pdf

11. Material Changes and Commitments Affecting the Financial Position

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2025 to the date of this Report except the following:

A litigation matter was pending before the Honâble High Court which subsequently was disposed off, and all relevant disclosures pertaining to the same were duly intimated to the Stock Exchange in compliance with applicable regulations.

12. Directors'' Responsibility Statements

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirms the following:

(a) In the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and the profit of the Company for the year ended on that date;

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 annual accounts have been prepared on a going-concern basis;

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

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

13. Directors & Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and nonexecutive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders.

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors:

Name of Director	Designation
Mr. Maheshbhai M Kumbhani (DIN: 06733721)	Managing Director
Mrs. Chandrikaben M Kumbhani (DIN: 06733787)	Whole Time Director
Mr. Pallav Kumbhani (DIN: 09069190)	Non-Executive Non-Independent Director
Mr. Rajnibhai Vekariya (DIN: 10373328)	Non-Executive Independent Director
Mr. Bhavan Trivedi (DIN: 06965703)	Non-Executive Independent Director

The composition of Board complies with the requirements of Section 149 of the Companies Act, 2013 (âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), Regulation 17 of SEBI (Listing Regulations) 2015 is not applicable to the company. The number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Change in Board Composition during the FY 2024-2025:

During the year, there was no change in Board Composition of the Company.

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Mrs. Chandrikaben M Kumbhani (DIN: 06733787), Whole Time Director will retire by rotation at the ensuing 6^th Annual General Meeting and being eligible, has offered herself for re-appointment as a Director of the Company. However, her term is fixed and shall not break due to this retirement. The Board recommends her re-appointment for the consideration of the members of the Company at the ensuing 6^th Annual General Meeting of the Company.

The brief resume and other information/details of Mrs. Chandrikaben M Kumbhani, seeking reappointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the ensuing 6th Annual General Meeting, which forms part of the Annual Report.

Key Managerial Personnel:

As on 31st March, 2025, the company had following KMPâs:

1. Mr. Maheshbhai M Kumbhani - Managing Director

2. Mrs. Chandrikaben M Kumbhani -Whole Time Director

3. Ms. Diksha Joshi - Company Secretary and Compliance Officer

4. Mr. Sagar Shah - Chief Financial Officer

Change in Key Managerial Personnel during the FY 2024-2025:

During the year, there was no change in Key Managerial Personnel of the Company. Disqualification of Directors

During the year under review, declarations were received from the directors of the company pursuant to section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

14. Change in Registered Office

During the year, there was no change in Registered Office of the Company.

15. Declaration by Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Bhavan Trivedi (DIN: 06965703) and Mr. Rajnibhai Parshotambhai Vekariya (DIN: 10373328) are the Independent Directors of the Company. All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time. Further the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management.

The terms and conditions of appointment of Independent Directors are also available on the website of the Company at www.teerthgopicon. com

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company have already cleared an online proficiency selfassessment test conducted by IICA.

Committees of Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The Board of Directors of your company has constituted various committees in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ CSR Committee

â¢ Management Committee

AUDIT COMMITTEE

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act, 2013. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013.

As on 31^st March 2025, the Audit Committee comprised of the following Members:

Further Pursuant to Clause 4.1.1 of Secretarial Standards on General Meeting, the Chairman of Audit Committee or, in his absence, any other Member of the Committee authorized by him on his behalf shall attend the General Meeting of the Company. Mr. Bhavan Trivedi (DIN: 06965703), Chairman of the Audit Committee, was virtually present at the 5^th AGM of the Company held through Video Conferencing (âVCâ)/ Other Audio-Visual Means (âOAVMâ) facility on 28^thSeptember, 2024 to address the Shareholdersâ queries pertaining to Annual Accounts of the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee as per requirement of Section 178(1) of the Companies Act, 2013. The terms of reference of Nomination and Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013.

As per Section 178(7) of the Companies Act, 2013 and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Bhavan Trivedi (DIN: 06965703), Chairman of the Committee, was virtually present at the 5^th AGM of the Company held through Video Conferencing (âVCâ)/Other Audio-Visual Means (âOAVMâ) facility on 28^th September,

2024 to answer membersâ queries.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required under Section 178(5) of the Companies Act, 2013 (âthe Actâ), the Board has in place Stakeholders Relationship Committee to specifically looks into the mechanism of redressal of grievances of shareholders.

As per Section 178(7) of the Act and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Bhavan Trivedi (DIN: 06965703), Chairman of the Committee, was virtually present at the 5^th AGM of the Company held through Video Conferencing (âVCâ)/ Other Audio-Visual Means (âOAVMâ) facility on 28^th September, 2024.

CSR COMMITTEE

Company is falling under the criteria for applicability of Corporate Social Responsibility (CSR) Committee on the basis of the net profit of immediately preceding Financial Year (2023-2024). Therefore, CSR Committee has been constituted w.e.f. 04.07.2024.

The Independent Directors met once during the year as on 10^th January, 2025. The Meeting was conducted in an informal manner without the presence of the Chairman, the Managing Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

General Meeting:

During the financial year 2024-25, 5^th Annual General Meeting of the Company for financial year 2023-24 was held on Saturday 28^th September, 2024 through video conference (VC) / other audiovisual means (OAVM) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India.

17. Performance Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI, the Board of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of making the best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated on parameters which, inter alia, comprised of, level of engagement, their contribution to strategic planning, and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of criteria such as the composition of committees, effectiveness of the committees, structure of the committees and meetings, contribution of the committees, etc. The Board evaluated the performance of the individual director based on the criteria as per the aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee.

18. Corporate Social Responsibility (CSR)

During the financial year 2024-2025 the provisions of section 135 pertaining to Corporate Social Responsibility (CSR) has become applicable on the Company on the basis of the net profit of preceding Financial Year (2023-2024). The CSR Policy is available on the website of the company i.e. https://teerthgopicon.com/wp-content/uploads/2024/08/CSR-POLICY.pdf

The Company has focused on social cause and implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

As part of the Corporate Social Responsibility initiative, the Company has spent an amount of Rs 13,00,000 /- towards the CSR activities during FY 2024-25. The Annual Report on Corporate Social Responsibility activities of the Company is annexed as âAnnexure-B "

19. Statutory Auditor

Upon the completion of the term of the previous auditor and their expressed unwillingness to continue due to preoccupations, M/s S. Misra and Associates, Chartered Accountants (FRN 004972C), were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the 5th Annual General Meeting held on September 28, 2024.

However, M/s S. Misra and Associates tendered their resignation from the position of Statutory Auditor via their letter dated January 22, 2025, citing health reasons. To fill the resulting casual vacancy, and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s S G Marathe & Co, Chartered Accountants (FRN 123655W), as Statutory Auditors

of the Company to hold office until the conclusion of the ensuing Annual General Meeting, at a remuneration mutually agreed upon with the Board, along with applicable taxes and reimbursement of out-of-pocket expenses.

Subsequently, the appointment of M/s S G Marathe & Co was approved by the members of the Company at the Extraordinary General Meeting held on March 10, 2025.

Further, Pursuant to the provision of Section 139 of the Companies Act, 2013 read with relevant Rules, Board of Directors proposed the appointment of M/s S G Marathe & Co., Chartered Accountants as Statutory Auditor of the Company for the period of five consecutive years from the conclusion of 6^th Annual General Meeting up to 11^th Annual General Meeting (AGM to be held for financial year 2029-30) in the ensuing Annual General Meeting.

The written consent and a Certificate to the effect that their appointment, if made, would be in accordance with the conditions as prescribed under the Act, has been received by the company.

Auditor''s Report

The Auditorâs Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, or adverse remark in the Auditorâs Report, which calls for any comment or explanation. Further, during the year under review, the Auditor has not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3) (ca) of the Companies Act, 2013.

20. Secretarial Auditor and Secretarial Audit ReportSecretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 became applicable on the company for the Financial Year 2024-2025.The Board has appointed Mr. Samsad Alam Khan, Company secretary in whole time practice (M No. F13629, CP No. 13972) as the secretarial auditor of the company to conduct secretarial audit for the financial year 2024-2025.

Secretarial Audit Report

The Secretarial Audit Report issued by Mr. Samsad Alam Khan for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark except delayed submission of few forms with the Registrar of Companies, Gujarat, which is self-explanatory. The Secretarial Auditorsâ Report is annexed as âAnnexure-Câ forming part this Report.

21. Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, The Board of Directors has appointed M/s M M Shaikh & Co., Chartered Accountants, (FRN- 134187W) as Internal Auditors to conduct the internal audit of the various areas of operations and records of the Company for the FY 2025-2026. Further, the Company has robust internal audit system for assessment of audit findings and its mitigation.

The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companyâs risk management policies and systems.

22. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies, Act 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the company. Hence, the maintenance of the cost records as specified by the central government under section 148 of the Companies Act, 2013 is not required and accordingly, such accounts and records are not made and maintained. The company has not appointed any Cost Auditor during the year under review.

23. Compliance with Secretarial Standards

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

24. Management Discussion & Analysis Report

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis Report is set out in Annexure- D to this Report.

25. Particulars of Contracts or Arrangements with Related Parties

The Companyâs Board approved Related Party Transactions Policy has been hosted on the website of the Company at https://teerthgopicon.com/wp-

content/uploads/2024/02/10_Policy_on_Related_Party_Transactions-1.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all related party transactions entered by the company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. There were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and AS 18 have been disclosed in the notes to the standalone/consolidated financial statement forming part of this Annual Report 2024-25.

26. Particulars of Loans, Guarantees, and Investments

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Standalone Financial Statements forming part of the Annual Report. Further, your Company has not given any guarantee on behalf of any other Company, during the year under review.

27. Disclosure of the Ratio of Remuneration of Directors and Key Managerial Personnel Etc.

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, your Company has a well-structured Nomination and Remuneration Policy in place which laid down the criteria for determining qualifications, competencies, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

Details on the Remuneration Policy are available on the Companyâs website at https://teerthgopicon.com/

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

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, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-E, which is annexed hereto and forms part of the Boardâs Report.

During the year under review, none of the employee of the company is drawing more than 102.00 Lakhs per annum or 8.50 Lakhs per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company or email at [email protected].

Further, Pursuant to Section 197(14) of the Companies Act, 2013 neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from any of its subsidiaries.

29. Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-F, which is annexed hereto and forms part of the Boardâs Report.

30. Statement in respect of adequacy of Internal Financial Control with reference to the Financial Statements

The Company has put in place an adequate system of internal financial control commensurate with the size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies.

The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention, and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

The Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded, and reported.

31. Human Resource Management & Industrial Relation

Human Resource plays vital role in the Company. If finance is the blood of any organization, then Human Resource is not less than pulse which keeps running production by their hard work day and night. Company focuses on creating best health and safety standards and also has performance management process to motivate people to give their best output and encourages innovation and meritocracy.

Personnel relation with all employees remained cordial and harmonious at all levels throughout the year. Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

32. Risk Management:

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

33. Corporate Governance

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âLODR)â are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

However, The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

34. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also

available on the website of the Company https://teerthgopicon.com/wp-

content/uploads/2024/02/11_Vigil_Mechanism_Whistle_Blower_Policy_for_Directors_and_Em

ployees.pdf

35. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The status of the complaints filed, disposed and pending during the financial year 2024-25 is given below:-

S. No.	Particulars	No. of Complaints
a	Number of Complaints of Sexual Harassment received in the year	Nil
b	Number of Complaints disposed during the year	Nil
c	Number of cases pending for more than ninety days	Nil

The policy on Prevention of Sexual Harassment at workplace as approved by the Board of directors has been uploaded on the website of the Company at the web link: https://teerthgopicon.com/wp-content/uploads/2024/02/Policy_on_Prevention_of_Sexual_Harrasment_at_Workplace.pdf

36. Policies of the Company

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has formulated, and implemented various policies. All such Policies are available on the Companyâs website-www.teerthgopicon.com under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements.

37. Website

Your Company has its fully functional website www.teerthgopicon.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investorsâ interest / knowledge has been duly presented on the website of the Company.

38. Change in nature of Business of the Company

As part of ongoing efforts to strengthen financial position and unlock new avenues for growth, the Company has undertaken an alteration of the Object Clause of its Memorandum of Association (MOA) to include the renewable energy sector alongside its existing focus on the construction sector. This strategic expansion reflects the Boardâs vision to diversify into high-potential industries and respond proactively to emerging opportunities. The inclusion of renewable energy in our main objects enables the Company to broaden its operational scope and consider new projects that complement our existing business. This move underscores our unwavering commitment to driving sustainable growth, enhancing profitability, and delivering long-term value to our esteemed stakeholders. With the Board and management fully aligned in this direction, we look forward to a future of continued innovation, resilience, and shared success.

Members in their Extra Ordinary General Meeting held on 24^th August, 2024 approved the alteration in main object clause of the Memorandum of Association relating to insert certain new business activities which was further approved by Registrar of Companies, CPC as on 10^thSeptember, 2024.

39. Depository System

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

40. Code of Conduct

The Board of Directors has laid Code of Conduct ("the Code") for the Board members and Senior Management Personnel of your Company. The code of conduct is available on the website of the Company at https://teerthgopicon.com/wp-

content/uploads/2024/02/2_Code_of_Conduct_for_Directors_and_Senior_Management.pdf

All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

41. Designated Person for the purpose of Declaration of Beneficial Interest in the Shares of the Company:

Pursuant to provision of Rule 9 (4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27^th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

Accordingly, the Company has appointed Mrs. Diksha Joshi (ACS: 66150), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company.

42. General

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting:

a. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companyâs operations in the future.

b. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

c. The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2025

d. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

e. There was no one time settlement of loan obtained from the Banks or Financial Institutions.

f. There was no revision of financial statements and Board report of the Company during the year under review.

43. Compliance of Maternity Benefit

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

44. Acknowledgement

The Board wishes to place on record its deep sense of appreciation for the continued support and cooperation received from the banks, financial institutions, investors, government, customers, vendors, shareholders, and other stakeholders during the year under review. The Board also wishes to place on record its grateful appreciation to all the employees of the Company for their unstinted dedication, commitment, and contribution to the performance of the Company. Your Board looks forward to their continued support in the future.

Mar 31, 2024

The Board of Directors hereby present their 5th Annual report on the business and operations of the Company and the Standalone Audited Financial Statements for the Year ended 31st March, 2024.

1. Financial Highlights and State of Companyâs Affairs

The Financial Performance of the company on a standalone basis is as under

(Rs. In Lakhs)
Particulars	31.03.2024		31.03.2023

Revenue from Operations	10492		3908
Other Income	18		7
Total Revenue	10510		3915
Total Expenses (excluding interest and depreciation)	8681		3607
Profit before Interest, Depreciation and tax	1829		308

Less: Depreciation	127	45
Less: Finance cost	97	23
Profit/(Loss) before tax	1605	239
\ Less: Current Tax \	437	77
Add: Deferred Tax \	12	(8)
\ Add: Tax adjustments in respect of earlier years \	-	-
Net profit / (Loss) after Tax _1_I_	1156	170
Earnings per share (EPS) \
Basic	18.49	3.41
Diluted	18.49	3.41 _\

2. Companyâs Performance and Review

Total revenue (including other income) at Rs. 10510 Lakhs for the year 2024 as compared to Rs. 3915 Lakhs for the Financial Year 2023 with YOY Growth of 168.45%

Profit After Tax at Rs. 1156 lakhs in the financial year 2024 as compared to Rs. 170 lakhs for the financial year 2023.

3. Subsidiary, Associate, and Joint Venture

The Company does not have any subsidiary or associate company and has not entered into joint venture with any other company during the financial year ended 31st March 2024. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Companyâs subsidiary (ies) in Form AOC-1 is not enclosed.

4. Initial Public Offer & Listing

We are pleased to inform you that, during the current financial year i.e. 2024-2025 the Company made an Initial Public Offer of 3999600 equity shares of Rs. 10/- each at an issue price of Rs. 111/- each (including the share premium of Rs. 101/- per Equity Share) vide prospectus dated 30th March 2024 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The IPO had received an exceptional response from the public. The issue was oversubscribed on an overall basis. The Initial Public Offer was subscribed 75.54 times. The public issue subscribed 97.12 times in the non-retail category, 44.33 times in the retail category.

Utilisation of IPO Proceeds:


\ V S.No	Original Object \ \ \ \ \	Original Allocation (in lakhs)	Funds utilized upto June 30, 2024 (in Lakhs)
1.	Funding the working capital requirement	3340	3364
2.	General corporate purpose	1024	1024
3.	\ Issue related expenses	75.56	51.5 \

5. Share Capital

During the year under review, the following changes were made in the Authorized and Paid-up Share Capital of the Company.

â¢ Authorised Capital of the Company increased from Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs.

12.00. 00.000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the Company on Sunday, 29th October, 2023.

â¢ Further, during the year under review, your Company has by way of bonus issue allotted 30,00,000 fully-paid-up equity Shares of Rs. 10/- each to the shareholders of the Company in the proportion of 6:10 i.e. six equity shares for every ten-equity share held by each shareholder. Subsequent to the aforesaid bonus issue the equity share capital of the Company increased from Rs. 5,00,00,000/-divided into 50,00,000 equity shares of face value of Rs. 10/- each to Rs. 8,00,00,000/- divided into

80.00. 000 equity shares of face value of Rs. 10/- each.

As on 31st March 2024, the Authorized Share Capital of the Company is Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each, and the Issued, Subscribed, and Paid-up Equity Share Capital of the Company is Rs. 8,00,00,000/- divided into 80,00,000 equity shares of Rs. 10/-each.

After closure of the Financial Year.

Company made an Initial Public Offer of 39,99,600/- equity shares of Rs. 10/- each at an issue price of Rs. 111/- each (including the share premium of Rs. 101/- per Equity Share).

The present paid up share capital of the Company is Rs. 11,99,96,000 (Rs. Eleven Crores Ninety-nine lakhs ninety-six thousand only) divided into 1,19,99,600 (One crore nineteen lakhs ninety-nine thousand six hundred only) equity shares of Rs. 10/- (Rupees ten only) each.

Further, Board has in its meeting held on 02nd September, 2024 has approved the increase in Authorised Capital of the Company from Rs. 12,00,00,000/- (Rupees Twelve crore Only) divided into

1.20.00. 000 (One Crores Twenty Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores Only) equity shares of Rs. 10/- (Rupees Ten Only) each.

The Board recommends to seek approval of the members of the Company for the increase in Authorised share capital of the company.

6. Transfer To Reserves

For the Financial Year ended 31st March, 2024, no amount has been proposed to carry to the General Reserves.

7. Dividend

In order to conserve the resources of the Company, your directors do not recommend any dividend

for the current year.

\ ___ ____X

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

8. Deposits

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Details of deposits which are not in compliance with the requirements of Chapter V of the act: Not applicable, since Company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

9. Annual Return

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2024 has been uploaded on the website of the company at www.teerthaoDicon.com

10. Material Changes And Commitments Affecting Financial Position

11. Directorsâ Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirms the following:

(a) In the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and the profit of the Company for the year ended on that date;

(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 annual accounts have been prepared on a going-concern basis;

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

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

12. Directors & Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders.

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors:

Name of Director	Designation	Date of Appointment at current designation
Mr. Maheshbhai M Kumbhani	Managing Director	29.10.2023
Mrs. Chandrikaben M Kumbhani	Whole Time Director	29.10.2023
Mr. Pallav Kumbhani	Non-Executive Non-Independent Director	28.10.2023
Mr. Rajnibhai Vekariya	Non-Executive Independent Director	28.10.2023
Mr. Bhavan Trivedi	Non-Executive Independent Director	28.10.2023

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Change in Board Composition during the FY 2023-2024:

The Board of Directors of the Company in its Meeting held on 28th October, 2023 has appointed Mr. Maheshbhai M Kumbhani (DIN: 06733721) as Managing Director of the Company for a term of 5 years with effect from 29th October, 2023 and the same is approved by the members of the Company by resolution passed at Extra Ordinary General Meeting held on 29th October, 2024.

The Board of Directors of the Company in its Meeting held on 28th October, 2023 has also appointed Mrs. Chandrikaben M Kumbhani (DIN: 06733787) as Whole Time Director of the Company for a term of 5 years with effect from 29th October, 2023 and the same is approved by the members of the Company by resolution passed at Extra Ordinary General Meeting held on 29th October, 2023.

The Board of Directors of the Company in its Meeting held on 28th October, 2023 appointed Mr. Bhavan Trivedi (DIN: 06965703) and Mr. Rajnibhai Parshotambhai Vekariya (DIN: 10373328) appointed as Additional Director (Non-executive Independent Director) of the Company with effect from 28th October, 2023. Subsequently, the members by resolution passed at the Extraordinary General Meeting held on 26th December, 2023 have appointed Mr. Bhavan Trivedi (DIN: 06965703) and Mr. Rajnibhai Parshotambhai Vekariya (DIN: 10373328) as Independent Directors of the Company.

Further, The Board of Directors in its Meeting held on 28th October, 2023 has appointed Ms. Diksha Joshi as the Company Secretary and Compliance officer of the Company and Mr. Sagar Shah as Chief Financial Officer of the Company.

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Mr. Pallav Kumbhani (DIN: 09069190), Director will retire by rotation at the ensuing 5th Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing 5th Annual General Meeting of the Company.

The brief resume and other information/details of Mr. Pallav Kumbhani, seeking re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the

ensuing 5th Annual General Meeting, which forms part of the Annual Report.

Key Managerial Personnel:

As on 31st March, 2024, the company had following KMPâs:

1. Mr. Maheshbhai M Kumbhani - Managing Director

2. Mrs. Chandrikaben M Kumbhani -Whole Time Director

3. Ms. Diksha Joshi - Company Secretary and Compliance Officer

4. Mr. Sagar Shah - Chief Financial Officer

13. Change InRegisteredOffice

During the year, there was no change in Registered Office of the Company.

14. Declaration By Independent Directors

In terms of section 149 of the Act and the SEBI Listing Regulations, Mr. Bhavan Trivedi (DIN: 06965703) and Mr. Rajnibhai Parshotambhai Vekariya (DIN: 10373328) are the Independent Directors of the Company. All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence.

The terms and conditions of appointment of Independent Directors are also available on the website of the Company at www.teerthaopicon.com

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

15. Meetings of Board and Composition of Committees

During the year ended 31st March, 2024 twenty-nine (29) Board Meetings were held, the details of which are mentioned hereunder:


Sr No.	Date on which board Meetings were held	No of Directors Present
1.	13.04.2023	3
2.	20.04.2023	3
3.	22.04.2023	3
4.	12.05.2023	3
5.	15.05.2023	3
6.	30.06.2023	3
7.	25.07.2023	3
8.	17.08.2023	2
9.	23.08.2023	2
10.	05.09.2023	2
11. \	12.09.2023	2
> 12	15.09.2023	2
13	24.09.2023	2
14	21.10.2023	2
15	26.10.2023	2
16	28.10.2023	2
V \

Sr No.	Date on which board Meetings were held	No of Directors Present
17	29.10.2023	3
18	31.10.2023	3
19	01.11.2023	3
20	21.11.2023	3
21	12.12.2023	3
22	24.12.2023	4
23	01.01.2024	4
24	04.01.2024	3
25	17.01.2024	4
26	26.02.2024	3
27	18.03.2024	3
28	26.03.2024	4
29	30.03.2024	3

Committees of Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The Board of Directors of your company has constituted various committees in compliance with the provisions of the Companies Act, 2013 and the SEBI, Listing Regulations:

___\

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Remuneration Committee

â¢ CSR Committee *

AUDIT COMMITTEE

As on 31st March 2024, the Audit Committee comprised of the following Members:

S.No	Name	Designation in Committee	Nature of Directorship
1.	Bhavan Trivedi	Chairman	Independent NonExecutive Director
2.	Rajnibhai Parshotambhai Vekariya	Member	Independent NonExecutive Director
3.	Maheshbhai M Kumbhani	Member	Managing Director

NOMINATION AND REMUNERATION COMMITTEE As on 31st March 2024, the Nomination & Remuneration Committee comprised of the following Members:
	S.No	Name	Designation in Committee	Nature of Directorship

	1.	Bhavan Trivedi	Chairman	Independent NonExecutive Director
	2.	\ Rajnibhai Parshotambhai Vekariya	Member	Independent NonExecutive Director
		\ \
	3.	Pallav M Kumbhani	Member	Non-Executive Director

STAKEHOLDERS RELATIONSHIP COMMITTEE As on 31st March 2024, the Stakeholder Relationship Committee comprised of the following Members:
	S.No	Name	Designation in Committee	Nature of Directorship

	1.	Bhavan Trivedi	Chairman	Independent NonExecutive Director
	2.	Rajnibhai Parshotambhai Vekariya	Member	Independent NonExecutive Director
	3.	Pallav M Kumbhani	Member	Non-Executive Director

CSR COMMITTEE

As on the date of this report, the CSR Committee comprised of the following members:

S.No	Name	Designation in Committee	Nature of Directorship
1.	Maheshbhai M Kumbhani	Chairman	Managing Director
2.	\ Chandrikaben M Kumbhani	Member	Whole Time Director
	\
3.	Bhavan Trivedi \ _	Member	Independent NonExecutive Director

16. Performance Evaluation Of Board, Committees And Directors

17. Corporate Social Responsibility (CSR)

During the current financial year i.e. 2024-2025 the provisions of section 135 pertaining to Corporate Social Responsibility (CSR) has become applicable on the Company on the basis of the net profit of immediately preceding Financial Year (2023-2024). The CSR Policy is available on the website of the company i.e. www.teerthaoDicon.com

18. Auditor

M/s S.G. Marathe & Co., Chartered Accountants (Firm Registration Number- 123655W), Ahmedabad has been appointed as Statutory Auditor of the Company in the Extra Ordinary General Meeting held on 29.10.2023 to fill the casual vacancy caused by the resignation of M/s M M Shaikh & Co., Chartered Accountants, Ahmedabad to hold the office as the Statutory Auditor of the Company till the conclusion of the ensuing Annual General Meeting of the Company.

As the term of M/s SG Marathe & Co. is set to expire upon the conclusion of this AGM, they have shown their unwillingness to be reappointed as the Statutory Auditor for the ensuing term of five years due to their preoccupancy and other professional commitments.

Hence, The Board of Directors on the recommendation of the Audit Committee and subject to the approval of the members of the Company approved the appointment of M/s S. Misra and Associates, Chartered Accountants (Firm Registration Number 004972C), as the Statutory Auditor of the Company for a period of five (5) consecutive years, to hold office as such from the conclusion of the ensuing 5th Annual General Meeting till the conclusion of the 10th Annual General Meeting of the Company.

Further, the Company has received confirmation from M/s S. Misra and Associates, Chartered Accountants, regarding their consent and eligibility under Sections 139, 142, and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification thereof for the time being in force and as may be enacted from time to time), for appointment as Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office as such from the conclusion of the ensuing 5th Annual General Meeting till the conclusion of the 10th Annual General Meeting of the Company, at a remuneration as may be mutually agreed upon between the Board of Directors and Statutory Auditor plus applicable taxes and reimbursement of out-of-pocket expenses incurred.

The Board recommends to seek approval of the members of the Company for the appointment of M/s S. Misra and Associates, Chartered Accountants, as Statutory Auditor of the Company.

19. Auditorâs Report

20. Secretarial Auditor

During the year under review, the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company.

However, the provisions of Section 204 of the Companies Act, 2013 became applicable on the company for the Financial Year 2024-2025.Therefore, company appointed Mr. Samsad Alam Khan, Company secretary in whole time practice (M No. A28719, CP No. 13972) as the secretarial auditor of the company to conduct secretarial audit for the financial year 2024-2025 in its meeting held on 25th May, 2024.

21. InternalAuditor

As on March 31, 2024, the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 are not applicable to the Company.

However, the provisions of Section 138 of the Companies Act, 2013 became applicable on the company for the Financial Year 2024-2025. Therefore, company appointed M/s M. M. Shaikh & Co., Practicing Chartered Accountants (FRN- 134187W) as the internal auditor of the company for the financial year 2024-2025 in its meeting held on 25th May, 2024.

Further, the Company has robust internal audit system for assessment of audit findings and its mitigation.

22. Cost Auditor

The provisions of Section 148 of the Companies, Act 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the company. Hence, the maintenance of the cost records as specified by the central government under section 148 of the Companies Act, 2013 is not required and accordingly, such accounts and records are not made and maintained. The company has not appointed any Cost Auditor during the year under review.

23. Compliance With Secretarial Standards

During the year under review, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

24. Management Discussion & Analysis Report

25. Contracts Or Arrangements With Related Parties

The Companyâs Board approved Related Party Transactions Policy has been hosted on the website of the Company at www.teerthaoDicon.com

There was no related party transaction (RPTs) entered into by the Company during the financial which attracted the provisions of Section 188 of the Companies Act, 2013. Accordingly, disclosures of related party transactions in Form AOC-2 have not been furnished.

There were no âmaterialâ related party transactions undertaken by the Company during the year that require shareholderâs approval under regulation 23(4) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. Suitable disclosures as required under Ind AS-24 have been made in Notes to the financial statements.

All Related Party Transactions were placed before Audit Committee and Board for their approval.

26. Loans, Guarantees, And Investments

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Standalone Financial Statements forming part of the Annual Report. Further, your Company has not extended a corporate guarantee on behalf of any other Company, during the year under review.

27. Disclosure Of The Ratio Of Remuneration Of Directors And Key Managerial Personnel Etc.

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, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-I, which is annexed hereto and forms part of the Boardâs Report.

28. Particulars Of Employees

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-I, which is annexed hereto and forms part of the Boardâs Report.

29. Conservation Of Energy, Technology Absorption, And Foreign Exchange Earnings And Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-ll, which is annexed hereto and forms part of the Boardâs Report.

30. Internal Financial Controls

31. Human Resource Management & Industrial Relation

32. Risk Management:

33. Corporate Governance

34. Listing Fees

The listing fees payable for the Financial Year 2024-25 have been paid to the National Stock Exchange of India Limited within the due date.

35. Vigil Mechanism/Whistle Blower Policy

36. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

Your Company has constituted an Internal Complaints Committee pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. During the year under review, no case was filed or reported under the said Act.

\ Â¦

37. Policies Of The Company

Policies are available on the Companyâs website- www.teerthgopicon.com under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements.

38. Website

39. General

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting:

1. Material changes and/or commitments that could affect the Companyâs financial position, which have occurred between the end of the financial year of the Company and the date of this Report.

2. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companyâs operations in the future.

3. Receipt of any Remuneration or Commission from any of its Subsidiary Companies by the Managing Director or the Whole-Time Directors) of the Company.

4. Buy back of securities/issue of sweat equity shares/issue of equity shares with differential rights.

5. Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to Audit Committee, Board of Directors, or the Central Government.

6. Change in the nature of business of the Company.

7. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

40. Acknowledgement

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