Teerth Gopicon Ltd Directors Report

<dhhead>BOARDS REPORT<dhhead>

To

The members,

TEERTH GOPICON LIMITED

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 CompanyRs.s 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	1156	170
Earnings per share (EPS)
Basic	18.49	3.41
Diluted	18.49	3.41

2. CompanyRs.s 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 CompanyRs.s 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:

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:

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.

• 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.

• 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.

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 andor 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

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, 2024 to the date of this Report.

11. DirectorsRs. 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 IIto 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. MaheshbhaM 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. RajnibhaVekariya	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 ("Act"). Further, in pursuance of Regulation 15(2) of SEB(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), 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. MaheshbhaM Kumbhan(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 Kumbhan(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 Trived(DIN: 06965703) and Mr. RajnibhaParshotambhaVekariya (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 Trived(DIN: 06965703) and Mr. RajnibhaParshotambhaVekariya (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 Joshas 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 CompanyRs.s Articles of Association, Mr. Pallav Kumbhan(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 informationdetails of Mr. Pallav Kumbhani, seeking re-appointment, as required under Regulation 36(3) of the SEB(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 KMPRs.s:

1. Mr. MaheshbhaM Kumbhan- Managing Director

2. Mrs. Chandrikaben M Kumbhan-Whole Time Director

3. Ms. Diksha Josh- Company Secretary and Compliance 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 SEBListing Regulations, Mr. Bhavan Trived(DIN: 06965703) and Mr. RajnibhaParshotambhaVekariya (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 SEBListing 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 SEBListing 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
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

Attendance of Directors at Board meetings:

r>

Date on which board Meetings were held	Name of Directors and Attendance of the Board Meeting held on
	MaheshbhaM Kumbhani	Chandrikaben M Kumbhani	Pallav Mahesh Kumbhani	Bhavan Trivedi	Rajnibhai Vekariya
13.04.2023	-	-	-	NA	NA
20.04.2023	-	-	-	NA	NA
22.04.2023	-	-	-	NA	NA
12.05.2023	-	-	-	NA	NA
15.05.2023	-	-	-	NA	NA
30.06.2023	-	-	-	NA	NA
25.07.2023	-	-	-	NA	NA
17.08.2023	-	-	-	NA	NA
23.08.2023	-	-	-	NA	NA
05.09.2023	-	-	-	NA	NA
12.09.2023	-	-	-	NA	NA
15.09.2023	-	-	-	NA	NA
24.09.2023	-	-	-	NA	NA
21.10.2023	-	-	-	NA	NA
26.10.2023	-	-	-	NA	NA
28.10.2023	-	-	-	NA	NA
29.10.2023	-	-	-	-	-

Attendance of Directors at Board meetings:

Date on which board Meetings were held	Name of Directors and Attendance of the Board Meeting held on
	MaheshbhaM Kumbhani	Chandrikaben M Kumbhani	Pallav Mahesh Kumbhani	Bhavan Trivedi	Rajnibhai Vekariya
31.10.2023	-	-	-	-	-
01.11.2023	-	-	-	-	-
21.11.2023	-	-	-	-	-
12.12.2023	-	-	-	-	-
24.12.2023	-	-	-	-	-
01.01.2024	-	-	-	-	-
04.01.2024	-	-	-	-	-
17.01.2024	-	-	-	-	-
26.02.2024	-	-	-	-	-
18.03.2024	-	-	-	-	-
26.03.2024	-	-	-	-	-
30.03.2024	-	-	-	-	-

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:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Remuneration Committee

• 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.	RajnibhaParshotambhaVekariya	Member	Independent NonExecutive Director
3.	MaheshbhaM 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.	RajnibhaParshotambhaVekariya	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. RajnibhaParshotambhaVekariya	Member	Independent NonExecutive Director
3. Pallav M Kumbhani	Member	Non-Executive Director

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.

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. MaheshbhaM Kumbhani	Chairman	Managing Director
2. Chandrikaben M Kumbhan	Member	Whole Time Director
3. Bhavan Trived	Member	Independent NonExecutive Director

16. Performance Evaluation Of Board, Committees And Directors

Pursuant to the provisions of the Companies Act, 2013, SEB(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, interalia, 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 SEB and evaluation criteria framed by the Nomination and Remuneration Committee.

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

Ms 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 Ms 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 Ms 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 Ms 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 Ms 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 Ms S. Misra and Associates, Chartered Accountants, as Statutory Auditor of the Company.

19. AuditorRs.s Report

The AuditorRs.s Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, or adverse remark in the AuditorRs.s 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

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 Ms 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

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

25. Contracts Or Arrangements With Related Parties

The CompanyRs.s 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 Rs.materialRs. related party transactions undertaken by the Company during the year that require shareholderRs.s approval under regulation 23(4) of SEB(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 BoardRs.s 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 BoardRs.s 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 BoardRs.s Report.

30. Internal Financial Controls

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

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 SEB(Listing Obligations & Disclosure Requirements) Regulations, 2015 (Rs.LODR)Rs. are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

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 MechanismWhistle 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 MechanismWhistle 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 www.teerthaoDicon.com

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.

37. Policies Of The Company

In accordance with the provisions of the SEB(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 CompanyRs.s 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

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 SEB(Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of InvestorsRs. interest knowledge has been duly presented on the website of the Company.

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 andor commitments that could affect the CompanyRs.s 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 CompanyRs.s 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 securitiesissue of sweat equity sharesissue 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

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.