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Company Information

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TEAMO PRODUCTIONS HQ LTD.

21 August 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE065J01024 BSE Code / NSE Code 533048 / TPHQ Book Value (Rs.) 1.24 Face Value 1.00
Bookclosure 25/09/2024 52Week High 3 EPS 0.03 P/E 22.80
Market Cap. 76.74 Cr. 52Week Low 1 P/BV / Div Yield (%) 0.57 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

1. FINANCIAL RESULTS AND OPERATIONS

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

(Rs. In Lakhs)

Particulars

FY 2024-25

FY 2023-24

Revenue from Operations

6,479.53

6,278.49

Other Income

334.74

259.79

Total Income

6,814.27

6,538.29

Cost of material consumed

-

-

Purchase of Stock in trade

6,114.21

5,654.21

Employee Benefit Expense

77.05

135.09

Changes in Inventories

0.00

0.00

Financial Costs

0.00

0.51

Depreciation

2.88

0.87

Other Expenses

136.96

97.58

Profit before Exceptional items

483.17

650.02

Less: Exceptional items

0.00

-

Net Profit Before Tax

483.17

650.02

Less: Current Tax

123.42

163.52

Less: Previous year adjustment of Income Tax

22.01

-

Less: Deferred Tax

0.20

(1.79)

Profit for the Period

337.54

488.30

Earnings per share

0.03

0.06

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

2. BUSINESS OVERVIEW

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

3. CHANGE IN NAME OF THE COMPANY

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

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

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

5. TRANSFER TO RESERVE

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

6. DIVIDEND

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

7. SHARE CAPITAL

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

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

S. No.

Date of allotment

No. of Equity Shares

1

June 11,2024

8,00,00,000

2

August 20, 2024

7,50,00,000

3

September 10, 2024

8,00,00,000

Total

23,50,00,000

8. DEPOSITS

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

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

10. SUBSIDIARY & ASSOCIATES COMPANY

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

11. CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

13. WEB ADDRESS FOR ANNUAL RETURN

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

14. MANAGEMENT DISCUSSION AND ANALYSIS

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

15. CORPORATE GOVERNANCE REPORT

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

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

16. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

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

17. BOARD OF DIRECTORS

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

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

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

ohonnoc nlano in ha onmnocitinn r\f RnorH nf Hirantrirc

Sl. No.

DIN

Name

Designation

Change

1

10141712

Mrs. Alka Jain

Whole Time Director

Resignation (w.e.f. December 24, 2024)

2

08966730

Ms. Suchitra Krishnamoorthi

Independent Director

Resignation (w.e.f. August 31, 2024)

3

03513272

Mr. Suresh Kumar Dhingra

Whole time director

Appointment (w.e.f. December 24,2024)

4

09270483

Ms. Sony Kumari

Independent Director

Appointment (w.e.f. August 31,2024)

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

Name of Directors

Designation

Mr. Mohaan Nadaar (DIN: 03012355)

Managing Director

Ms. Ketki Bhavin Mehta (DIN: 05341758)

Whole-time Director cum Chief Operating Officer

Mr. Suresh Kumar Dhingra (DIN: 03513272)

Whole Time Director

Ms. Sony Kumari (DIN: 09270483)

Independent Director

Mr. Om Prakash Agarwal (DIN: 09553402)

Independent Director

Mr. Amandeep Singh (DIN: 09727614)

Independent Director

Retirement by Rotation:-

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

Declarations by Independent Directors

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

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

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

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

Appointment and Resignation of Key Managerial Personnel

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

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

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

Name

Designation

Mr. Mohaan Nadaar

Managing Director

Ms. Ketki Bhavin Mehta

Whole-time Director cum Chief Operating Officer

Mr. Suresh Kumar Dhingra

Whole Time Director

Mr. Mohit Yadav

Chief Financial Officer

Mr. Deepak

Company Secretary & Compliance Officer

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

18. PERFORMANCE EVALUATION OF THE BOARD

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

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

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

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

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

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

Results of all such above referred evaluations were found satisfactory.

19. AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

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

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

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

b) SECRETARIAL AUDIT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

c) COST AUDIT

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

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

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

20. PARTICULARS OF EMPLOYEES

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

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

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

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

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

22. MEETINGS

A. BOARD MEETINGS

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

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

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

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

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE

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

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

III. NOMINATION & REMUNERATION COMMITTEE

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

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

23. NOMINATION AND REMUNERATION POLICY

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

24. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

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

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

Details of Complaints under the Sexual Harassment of Women at Workplace

1

Number of complaints pending at the commencement of the year

Nil

2

Number of complaints received during the year

Nil

3

Number of complaints disposed during the year

Nil

4

The number of cases pending for a period exceeding ninety days.

Nil

5

Number of Complaints pending at the end of the year

Nil

27. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

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

28. RISK MANAGEMENT

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

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

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

30. RELATED PARTY TRANSACTIONS

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

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

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

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

31. COMPLIANCE OF SECRETARIAL STANDARDS

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

32. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2025 and of the profit or loss of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

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

35. ACKNOWLEDGEMENT

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

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

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

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

(Formerly known as GI Engineering Solutions Limited)

Mohaan Nadaar Ketki Bhavin Mehta

Place : Delhi Managing Director Wholetime Director

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