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:

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:

*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:

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:

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 - cs@giesl.in.

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.