Teerth Gopicon Ltd

To

The Shareholders,

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

1. Financial Highlights and State of Company's Affairs

(Amount in Lakhs except EPS)

2. Company's Performance and Review

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

3. Share Capital

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

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

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

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

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

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

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

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

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

The Company Shares are listed as follows:

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

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

1. Teerth RE 1 Private Limited

2. Teerth RE 2 Private Limited

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

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

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

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

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

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

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

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

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

7. Transfer to Reserves

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

8. Dividend

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

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

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

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

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

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the financial year ended 31st March, 2025 has been uploaded on the website of the company at https://teerthgopicon.com/wp-content/uploads/2025/09/Scan2025-09-06_195607-1.pdf

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

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

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

(a) In the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any; (b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and the profit of the Company for the year ended on that date; (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.

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.

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

The composition of Board complies with the requirements of Section 149 of the Companies Act,

2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Regulation 17 of SEBI (Listing Regulations) 2015 is not applicable to the company. The number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

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

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's

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

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

As on 31st March, 2025, the company had following KMP's:

1. Mr. Maheshbhai M Kumbhani - Managing Director

2. Mrs. Chandrikaben M Kumbhani -Whole Time Director

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

4. Mr. Sagar Shah Chief Financial Officer

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

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

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

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

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

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

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

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

During the year ended 31^st March, 2025 Seventeen (17) Board Meetings were held, the details of which are mentioned hereunder:

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 Relationship Committee

CSR Committee

Management Committee

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

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

During the year ended 31^st March, 2025 Six (6) Audit Committee Meetings were held, the details of which are mentioned hereunder:

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

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

As on 31^st March 2025, the Nomination & Remuneration Committee comprised of the following Members:

During the year ended 31^st March, 2025 Two (2) Nomination & Remuneration Committee Meetings were held, the details of which are mentioned hereunder:

As per Section 178(7) of the Companies Act, 2013 and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Bhavan Trivedi (DIN: 06965703), Chairman of the Committee, was virtually present at the 5^th AGM of the Company held through

Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") facility on 28^th September,

2024 to answer members' queries.

As required under Section 178(5) of the Companies Act, 2013 ("the Act"), the Board has in place

Stakeholders Relationship Committee to specifically looks into the mechanism of redressal of grievances of shareholders.

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

As per Section 178(7) of the Act and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Bhavan Trivedi (DIN: 06965703), Chairman of the Committee, was virtually present at the 5^th AGM of the Company held through Video

Conferencing ("VC")/ Other Audio-Visual Means ("OAVM") facility on 28^th September, 2024.

During the year ended 31^st March, 2025 One (1) Stakeholder Relationship Committee Meetings were held, the details of which are mentioned hereunder:

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 31^st March, 2025 , the CSR Committee comprised of the following members:

During the year ended 31^st March, 2025 Two (2) CSR Committee Meetings were held, the details of which are mentioned hereunder:

Due to the requirement of various day to day business activities related to the company and under the overall superintendence, control and report to the Board on regular basis the management committee has been constituted by the board w.e.f. 10.01.2025.

As on 31^st March, 2025, the Management Committee comprised of the following members:

During the year ended 31^st March, 2025 Five (5) Management Committee Meetings were held, the details of which are mentioned hereunder:

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

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

Further during the financial year three Extra Ordinary General Meeting of the Company were held. Details of the General Meetings are as under:

Further, during the financial year 2024-25, no resolution was passed through postal ballot.

Details of Previous Annual General Meeting attended by the Directors of the Company:

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

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

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

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

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

However, M/s S. Misra and Associates tendered their resignation from the position of Statutory Auditor via their letter dated January 22, 2025, citing health reasons. To fill the resulting casual vacancy, and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s S G Marathe & Co, Chartered Accountants (FRN 123655W), as Statutory Auditors of the Company to hold office until the conclusion of the ensuing Annual General Meeting, at a remuneration mutually agreed upon with the Board, along with applicable taxes and reimbursement of out-of-pocket expenses.

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

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

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

The Auditor'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 Auditor'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.

Secretarial Auditors

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

Secretarial Audit Report

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

Secretarial Auditors' Report is annexed as "Annexure-C" forming part this Report.

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

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

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

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

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

The Company's Board approved Related Party Transactions Policy has been hosted on the website of the Company at https://teerthgopicon.com/wp-content/uploads/2024/02/10_Policy_on_Related_Party_Transactions-1.pdf

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

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

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

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

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

Details on the Remuneration Policy are available on the Company's website at https://teerthgopicon.com/

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

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-E, which is annexed hereto and forms part of the Board's Report.

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

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

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

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

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

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

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.

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.

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing

Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)' are not applicable to the

Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

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

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company https://teerthgopicon.com/wp-content/uploads/2024/02/11_Vigil_Mechanism_Whistle_Blower_Policy_for_Directors_and_Em ployees.pdf

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

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

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

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has formulated, and implemented various policies. All such Policies are available on the Company'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.

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

Company.

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

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

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

The Board of Directors has laid Code of Conduct ("the Code") for the Board members and Senior Management Personnel of your Company. The code of conduct is available on the website of the Company at https://teerthgopicon.com/wp-content/uploads/2024/02/2_Code_of_Conduct_for_Directors_and_Senior_Management.pdf

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

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

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

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

a. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in the future. b. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013). c. The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing

Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2025 d. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code,

2016 during the year in respect of your Company. e. There was no one time settlement of loan obtained from the Banks or Financial Institutions. f. There was no revision of financial statements and Board report of the Company during the year under review.

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

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.

Form AOC-1

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014]

(Information in respect of each subsidiary to be presented with amounts in Lakhs)

1. Names of Subsidiaries which are yet to commence operations: TEERTH RE 1 PRIVATE LIMITED and TEERTH RE 2 PRIVATE LIMITED are yet to commence operations at the end of financial year 31^st March, 2025 2. Names of Subsidiaries which have been liquidated or sold or un-associated during the year: NA

1. Brief outline on CSR Policy of the Company:

TGL is committed to sustainable economic growth while fostering environmental and social well-being. The Company undertakes Corporate Social Responsibility (CSR) initiatives with the belief that a successful business must contribute meaningfully to the development of the communities it serves. TGL's CSR efforts focus on benefiting underprivileged children and their families through various projects on healthcare, education, nutrition, livelihood, women empowerment, Youth Development, Rural development, Community Awareness, Children education, health, child development, community development, social research etc.

All CSR activities are carried out within the Republic of India, with priority given to the local areas surrounding the Company's operations. TGL is dedicated to making a lasting, positive impact on society and the environment, thereby contributing to a better future for the coming generations.

The CSR activities are aligned to the specified activities in Schedule VII of the Companies Act, 2013. The above may be modified from time to time, as per recommendations of the CSR Committee/approval of Board of the Company.

2. Composition of CSR Committee:

During the financial year 2024-25 CSR Committee duly met two times on 13^th August, 2024 and 10^th February, 2025 for which proper notices for meeting were given and the proceedings was properly recorded. Details of Composition and attendance areas under:

3. Provide the Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company: https://teerthgopicon.com/wp-content/uploads/2024/08/CSR-POLICY.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub rule (3) of rule 8, if applicable: Not Applicable

5. (a) Average net profit of the Company as per section 135(5): Rs. 644.57 Lakhs (average of F.Y. 2022, 2023 and 2024) (b) Two percent of average net profit of the Company as per section 135(5): Rs. 12.89 Lakhs (c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: Nil (e) Total CSR obligation for the financial year (b+c-d): Rs. 12.89 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 13.00 Lakhs (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Not Applicable (d) Total amount spent for the Financial Year (a+b+c): Rs. 13.00 Lakhs (e) CSR amount spent or unspent for the financial year:

Details of CSR amount spent against ongoing projects for the financial year: Nil since no project is undergoing by Company towards CSR.

Details of CSR amount spent against other than ongoing projects for the financial year:

f) Excess amount for set off, if any:

7. Details of Unspent CSR amount for the preceding three financial years, if any: NA

8. Whether any capital assets have been created or acquired through CSR amount spent in the financial year: No

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): NA

To,

703, SAPATH COMPLEX-I, OPP RAJPATH CLUB, NEAR MADHUR HOTEL, BODAKDEV, AHMEDABAD, Gujarat, India, 380054

I have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by TEERTH GOPICON LIMITED(CIN: L45209GJ2019PLC110249) (hereinafter referred as "the listed entity"), having its Registered Office at 703, sapath complex-I, opp rajpath club, near Madhur Hotel, Bodakdev, Ahmedabad, Gujarat, India, 380054. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and to provide my observation thereon.

Based on my verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that the listed entity has, during the review period covering the financial year ended on 31^st March, 2025, complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter;

I have examined:

a. all the documents and records made available to us and explanation provided by Teerth Gopicon

Limited ("the listed entity"), b. the filings/ submissions made by the listed entity to the Stock Exchanges, c. website of the listed entity, d. any other document/ filing, as may be relevant, which has been relied upon to make this Report,

For the financial year ended 31^st March, 2025 ("Review Period") in respect of compliance with the provisions of:

A. the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the regulations, circulars, guidelines issued thereunder; and

B. the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the SEBI;

C. The Companies Act, 2013 (the Act) and the rules made thereunder;

D. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

E. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investments, Overseas Direct Investments and External Commercial borrowings;

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; as amended from time to time:

b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; -

c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018- Not Applicable during the review period;

e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 - Not Applicable during the review period;

f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - Not Applicable during the review period;

g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 - The Company has appointed SEBI Registered Category I Registrar & Share Transfer Agent.

i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. - Not Applicable during the review period

And circulars/ guidelines issued thereunder;

And based on the above examination, I hereby report that, during the Review Period;

(i) The Mandatory Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereunder. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards mentioned above.

I further report that;

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The company has diligently complied with all regulatory requirements. However, it is acknowledged that the forms SH-7 and ADT-1 were submitted beyond the stipulated due date, resulting in the payment of applicable additional fees. Notwithstanding this, the compliance with the Listing Obligations and Disclosure Requirements (LODR) has been completed comprehensively and within the prescribed timeline.

I further report, the Company has been successfully listed on National Stock Exchange of India Limited (Emerge Platform of SME) during the financial year 2024-2025, ensuring compliance with all regulatory requirements and the requisite disclosures. The Company remains committed to upholding the highest standards of corporate governance and transparency in its post-listing operations."

I further report, adequate notice is given to all directors, to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, except where meetings have been convened at shorter notice to transact urgent business, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the board were unanimous and the same was captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events / actions having a major bearing on the Company's affairs except, the following : (i) Company brought Public Issue of Equity shares and had applied to National Stock Exchange of India Limited ("NSE") for listing of its Equity Shares on the Emerge Platform of NSE. NSE has granted its approval vide its letter dated April 15, 2024. Further, the trading of Equity Shares of the Company commenced on April 16, 2024 at Emerge Platform of NSE.

(ii) The Members approved the alteration of the main object clause in the EGM on 24th August, 2024, which was later approved by the Registrar of Companies on 10th September, 2024.

(iii) The Company has increased its Authorized Share Capital from Rs. 12,00,00,000 to Rs. 50,00,00,000 as approved in the Annual General Meeting held on 28th September, 2024.

I further report the Company has not entered into any contract or arrangement with related parties as specified under Section 188 of the Companies Act, 2013 during the audit period.

TO,

THE MEMBERS

703, SAPATH COMPLEX-I, OPP RAJPATH CLUB, NEAR MADHUR HOTEL, BODAKDEV, AHMEDABAD, Gujarat, India, 380054

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and the practices, I followed provided a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. The Compliance of applicable financial laws like direct and indirect laws have not been reviewed in this Audit since the same have been subject to review by Statutory Financial Audit and Other designated professionals.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.