Teamo Productions HQ Ltd

Dear Shareholders,

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.

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

During the year under review, the Company recorded a total turnover of Rs. 6,479.53 Lakhs, reflecting a moderate increase from Rs. 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 Rs. 337.54 Lakhs, marking a decline from Rs. 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.

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.

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.

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

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

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

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 Rs. 84,12,19,600, comprising 84,12,19,600 equity shares of Rs. 1 each, to Rs. 109,62,19,600, comprising 109,62,19,600 equity shares of Rs. 1 each. The Company has obtained the necessary listing and trading approvals for the newly allotted shares from the stock exchanges.

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.

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

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.

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..

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.

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.

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.

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.

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.

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 changes took place in the composition of Board of Directors:

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

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.

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.

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:

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

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

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.

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.

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

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.

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.

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'.

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.

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.

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.

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.

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.

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.

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).

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.

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

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

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.

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.

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

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.

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.

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

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.