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Tankup Engineers Ltd Directors Report

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Nov 2, 2026|03:52:07 PM

Tankup Engineers Ltd Share Price directors Report

Dear Members,

Your directors are pleased to present the 6th Board Report on the affairs of the Company together with the Audited Statement of Accounts and the Auditors Report of your Company for the financial year ended on 31st March, 2026, prepared in accordance with the provisions of the Companies Act, 2013, as amended from time to time.

I. FINANCIAL SUMMARY OR HIGHLIGHTS

The Company has recorded the following financial performance for the year ended March 31,2026:

Particulars Standalone
For the year ended 31st March, 2026 For the year ended 31st March, 2025
Revenue (including Other Income) 5081.20 2047.05
Net Profit /(Loss) Before Exceptional, Extraordinary items, Tax & Depreciation 610.08 208.08
Less: Exceptional & Extraordinary items 0.00 0.00
Less: Depreciation and Amortization Exp. 21.84 21.21
Net Profit/(Loss) Before Tax 588.24 186.87
Less: Tax Expenses 110.48 34.51
Profit/(Loss) After Tax 477.76 152.36

II. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

We are delighted to announce that your Company has achieved the highest-ever total revenue of Rs. 57,25,38,000 in FY 2025-26 compared to Rs. 20,29,59,000 in FY 2024-25, representing a remarkable increase of approximately 182.10%.

In terms of profitability, it has earned a Net Profit of Rs. 4,77,76,000 in FY 2025-26 compared to Rs. 1,52,35,000 in FY 2024-25, thereby recording an increase of 213.59%. Further, your directors are working hard to analyze prospective products, areas, etc. to lead the Company towards a better and more promising future.

III. SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs.10,00,00,000 (Rupees Ten Crore only), divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10 each.

During the financial year under review, the Company achieved a significant milestone by getting its Equity Shares listed on the NSE Emerge Platform as an SME-listed Company in April 2025. Pursuant to the Initial Public Offer (IPO), the Company allotted 13,95,000 Equity Shares of Rs.10 each, resulting in an increase in the issued, subscribed, and paid-up share capital of the Company.

Consequently, as on March 31,2026, the issued, subscribed, and paid-up Equity Share Capital of the Company stood at Rs.5,29,50,000 (Rupees Five Crore Twenty-Nine Lakh Fifty Thousand only), divided into 52,95,000 (Fifty-Two Lakh Ninety-Five Thousand) Equity Shares of Rs.10 each, as against Rs.3,90,00,000 (Rupees Three Crore Ninety Lakh only), divided into 39,00,000 (Thirty-Nine Lakh) Equity Shares of Rs.10 each, as on March 31,2025.

Further, your Company is compliant with the Minimum Public Shareholding (MPS) requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulations) Rules, 1957.

IV. TRANSFER TO RESERVES

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

V. DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended on 31sl March, 2026 in order to conserve resources for future development.

VI. FINANCIAL STATEMENTS

The Board of Directors of the Company has, at its meeting held on May 29, 2026, approved the Financial Statements for FY 2025-26.

VII. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATE COMPANY/ TOINT VENTURES

As on 31st March, 2026, the Company did not have any subsidiary, associate company or joint venture.

Subsequent to the close of the financial year 2025-26, the Company acquired 100% equity shareholding of Titan Asia Private Limited on 29th May, 2026, thereby making it a wholly owned subsidiary of the Company. Accordingly, Titan Asia Private Limited did not constitute a subsidiary of the Company during the financial year 2025- 26.

VIII. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Regulation 34 of Listing Regulations, every Company shall place a copy of the annual return on the website of the Company for the financial year ended on March 31,2026 and the same is placed on the website of the Company at https: / / www.tankup.co.in/investors-financials

IX. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors of the Company have met 14 (Fourteenth) times i.e. on 10th day of April, 2025, 15th day of April 2025, 22nd day of April 2025, 28th day of April 2025, 29th day of May 2025,24th day of July 2025,14th day of August 2025, 05th day of September 2025, 22nd day of September 2025, 28th day of September 2025, 25th day of November 2025,12th day of December 2025, 12th day of February 2026, 23rd day of February 2026. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

The names of the Directors, their attendance at Board Meetings during the year, attendance at the last AGM and the status of attendance at Board Meetings and the AGM by each Director is as follows:

Name of the Director Total Meetings Held Total Meetings Attended % Attendance Attended AGM (30.09.2025)
Mr. Govind Prasad Lath 14 14 100% Y
Mr. Gaurav Lath 14 14 100% Y
Mrs. Pankhuri Lath 14 14 100% Y
Mr. Brajesh Kumar Singh 14 14 100% Y
Mr. Rakesh Gupta 14 14 100% Y
Mr. Dakwale Subodh 14 09 64.29% Y
Rajneesh 14 09 64.29% Y

X. COMMITTEES OF THE BOARD

There are currently three Committees of the Board, viz:

1. Audit Committee

Name Position in the Committee Designation
Mr. Brajesh Kumar Singh Chairman Independent Director
Mr. Rakesh Gupta Member Independent Director
Mrs. Pankhuri Lath Member Whole Time Director

2. Nomination & Remuneration Committee

Name Position in the Committee Designation
Mr. Rakesh Gupta Chairman Independent Director
Mr. Brajesh Kumar Singh Member Independent Director
Mr. Govind Prasad Lath Member Non-Executive Director

3. Stakeholders Relationship Committee

Name Position in the Committee Designation
Mr. Brajesh Kumar Singh Chairman Independent Director
Mr. Rakesh Gupta Member Independent Director
Mr. Gaurav Lath Member Managing Director

XI. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The formal evaluation mechanism has been adopted for evaluating the performance of the Board as well as Committees and Individual Directors of the Board.

The exercise was carried out through a structured evaluation process covering various aspects such as composition of the Board & Committees, experience and competencies, performance of specific duties and obligations, attendance and contribution at Board meetings / Committee meetings / General meetings, preparedness for meetings, effective decision making ability, knowledge of sector where Company operates, understanding and avoidance of risk while executing functional duties, successful negotiating ability, initiative to maintain corporate culture, commitment, dedication of time, leadership quality, attitude, initiatives and responsibilities undertaken, achievements etc.

In a separate meeting of Independent Directors held on 10th February, 2026, performance of non-independent Directors, performance of Board as a whole and performance of the Chairman were evaluated taking into account the views of executive and non-executive Directors. The said meeting was attended by all the Independent Directors.

Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.

XII. DISCLOSURE REQUIRED UNDER SECTION 134(3He)

Pursuant to the provisions of Section 134(3)(e) read with Section 178 of the Companies Act, 2013, the Board of Directors has adopted a Board Diversity Policy and a Nomination and Remuneration Policy to ensure an appropriate framework for the appointment, re-appointment, evaluation and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.

The Board Diversity Policy sets out the criteria for the appointment and continuance of Directors, including at the time of their re-appointment, with due regard to diversity of thought, knowledge, experience, professional expertise, age, gender, cultural and educational background, skills and other attributes that are considered essential for the effective functioning of the Board. The Board endeavours to maintain an optimum combination of Executive, Non-Executive and Independent Directors possessing complementary skills, experience and expertise, thereby enabling balanced and informed decision-making in the best interests of the Company and its stakeholders. The Nomination and Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of Directors and recommends to the Board the appointment, re-appointment and remuneration of Directors, KMP and Senior Management Personnel. The remuneration of Directors is determined having regard to their roles and responsibilities, industry practices, the Companys performance and applicable statutory provisions, and is subject to the overall limits prescribed under the Companies Act, 2013 and other applicable laws. The Board is of the opinion that all Directors possess the requisite integrity, expertise, experience and competence to effectively discharge their duties and responsibilities. The Nomination and Remuneration Policy is reviewed periodically to ensure continued alignment with the Companys governance objectives and applicable regulatory requirements.

XIII. AUDITORS AND THEIR REPORTS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company had appointed M/s Seth & Associates, Chartered Accountants, FRN: 001167C on September 30th, 2022 as Statutory Auditors of the company for a period of five years till the conclusion of the Annual General Meeting to be held in the year 2027.

The observations, if any, made by the Statutory Auditors in their Report together with the notes to accounts, as appended thereto, are self- explanatory and hence do not call for any further explanation. There are no qualifications, reservations, adverse remarks or disclaimers made by M/s Seth & Associates, Statutory Auditors, in their report.

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013; therefore, no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

b) Secretarial Auditors

The Company has appointed M/s Amit Gupta & Associates, Company Secretaries as Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2025-26. The Secretarial Audit has been conducted by M/ s Amit Gupta & Associates, Practicing Company Secretaries and a Secretarial Audit Report has been issued in the format prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014. The Secretarial Audit Report of the Company for the year ended 31s* March, 2026 in Form No. MR-3 is placed at Annexure -C. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c) Internal Auditors

The Company has appointed Mr. Lalit Gupta w.e.f. May 29, 2025, as the Internal Auditors of the Company under the provisions of section 138 of the Act, for conducting the internal audit of the Company for the financial year 2025-26.

d) Cost Auditors

The provisions relating to Cost Auditors were not applicable to the Company during the year under review.

XIV. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees; hence, there is nothing to be mentioned in the Boards report in this regard.

XV. PARTICULARS OF INTER-CORPORATE LOANS & INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided by your Company during FY 2025-26, in accordance with the provisions of

Section 186 of the Companies Act, 2013, are set out in the Notes to the Financial Statements forming part of this Annual Report.

XVI. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, the Board of Directors of the Company comprised a balanced mix of Executive, Non-Executive and Independent Directors. The Board consisted of 7 Directors, comprising 1 Managing Director, 1 Whole-time Director, 2 Non-Executive Directors and 3 Independent Directors. The Company also had 1 Chief Financial Officer (CFO) and 1 Company Secretary & Compliance Officer as the Key Managerial Personnel, ensuring effective corporate governance and compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board of Directors & Key Managerial Personnel (KMP1 as on March 31,2026

The Board of Directors of the Company as on March 31,2026 were Executive Directors viz.- Managing Director, Mr. Gaurav Lath (DIN: 00581405), Chairman & Non- Executive Director, Mr. Govind Prasad Lath (DIN:00272007), Non-Executive Director, Subodh Dakwale (DIN: 10714965), Whole-Time Director, Mrs. Pankhuri Lath (DIN: 08946028), Independent Director, Mr. Brajesh Kumar Singh (DIN: 10714926), Independent Director, Mr. Rakesh Gupta (DIN: 00594450), Independent Director, Rajneesh Gupta (DIN: 01727557), Chief Financial Officer, Mr. Lalit Gupta (PAN:APPPG3070A), Company Secretary & Compliance Officer, Rajat Srivastava (PAN:IQVPS6641L)

Appointments and cessation of the Directors and KMP during and after the close of FY 2025-26

During the Financial Year 2025-26:

1. Mr. Rajneesh Gupta (DIN: 01727557) was appointed as an Additional Director (Independent) of the Company with effect from 29th May, 2025 pursuant to Section 161(1) of the Companies Act, 2013. Subsequently, the Members at the Annual General Meeting approved his appointment as an Independent Director pursuant to Sections 149,150 and 152 of the Companies Act, 2013 for a term of one year commencing from 29th May, 2025. Upon completion of his tenure, Mr. Rajneesh Gupta ceased to be an Independent Director of the Company with effect from 28th May, 2026. The Board places on record its sincere appreciation for the valuable guidance and contributions made by him during his tenure.

2. During the financial year, Ms. Pankhuri Lath resigned from the office of Chief Financial Officer (CFO) of the Company with effect from 02nd February, 2026, in accordance with the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board of Directors placed on record its sincere appreciation for the valuable services rendered by her during her tenure.

Subsequently, the Board of Directors, at its meeting held on 12th February, 2026, appointed Mr. Lalit Gupta as the Chief Financial Officer (CFO) of the Company with effect from 12th February, 2026, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

On the basis of representations received from the Directors, none of the Directors of the Company is disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act,2013. The Directors have also made necessary disclosures as required under the provisions of section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the financial year 2025-26.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of the Independent Directors of the Company, and the Board is satisfied about the integrity, expertise, and experience, including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of the Independent Directors on the Board.

Retirement of Directors by Rotation

In terms of Section 152 of the Companies Act, 2013, the provisions in respect of retirement of Directors by rotation will not be applicable to the Independent Directors. In view of this, all directors (other than the Independent Directors) are considered for retirement by rotation. Accordingly, as per the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Govind Prasad Lath (DIN: 00272007), Director of the Company, is liable for retirement by rotation at the ensuing Annual General Meeting (AGM) of the Company and, being eligible, offer herself for re- appointment.

The details of such Director seeking re-appointment /appointment at the ensuing AGM are contained in the Notice convening the ensuing AGM of the Company.

Declarations given by Independent Directors under Section 149161 of the Companies Act, 2013

The Company has received necessary declarations from all the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(l)(b) and 25(8) of the LODR Regulations, and there has been no change in the circumstances which may affect their status as Independent Directors. The declarations have been noted by the Board of Directors.

The Ministry of Corporate Affairs (MCA) has issued notifications in October 2019, relating to the creation and maintenance of the data bank for independent directors by the Indian Institute of Corporate Affairs at Manesar, Haryana (IICA). Under Section 150(1) of the Companies Act, 2013, IICA conducts Online Proficiency Self-Assessment for Independent Directors. Accordingly, all the Independent Directors of the Company are registered with the data bank of IICA.

Separate Meeting of Independent Directors

In compliance with the provisions of Regulation 25(3) of LODR Regulations, Schedule IV of the Companies Act, 2013, two separate meetings of Independent Directors were held on April 15, 2025, and February 10, 2026, without the presence of other Board Members.

XVII. DEPOSITS

The Company did not accept any deposits from the public during the financial year. Further, there were no unclaimed or unpaid deposits as on March 31,2026.The Board states that no disclosure or reporting was required in respect of the details relating to deposits covered under Chapter V of the Act as there were no deposits during the financial year 2025-26.

XVIII. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are as follows:

i. CONSERVATION OF ENERGY

The Company remains committed to responsible energy management and continuously endeavours to optimize energy consumption across its manufacturing facilities and office premises. Energy conservation forms an integral part of the Companys operational strategy, with emphasis on enhancing efficiency while minimizing environmental impact.

a. Steps taken or impact on conservation of energy

• Installation and extensive use of LED lighting systems across office premises and manufacturing facilities.

• Regular preventive maintenance of electrical equipment and machinery to improve energy efficiency.

• Optimum utilization of plant and machinery to minimize energy wastage.

• Continuous monitoring of electricity consumption and implementation of energysaving practices across various departments.

• Awareness initiatives among employees to promote responsible and efficient use of energy resources.

b. Impact of the above measures

The above initiatives have resulted in:

• Reduction in electricity consumption and operating costs.

• Improved operational efficiency and optimum utilization of energy resources.

• Reduction in carbon emissions and environmental footprint.

• Enhanced sustainability and better conservation of natural resources.

c. Steps taken for utilizing alternate sources of energy

During the year under review, the Company has not adopted any alternate source of energy. However, the Company continues to evaluate the feasibility of integrating renewable and clean energy solutions, including solar energy, as part of its long-term sustainability initiatives.

d. Capital investment on energy conservation equipment

No significant capital investment was made towards energy conservation equipment during the financial year.

ii. TECHNOLOGY ABSORPTION

The Company continues to focus on technological advancement, process innovation and continuous improvement to enhance product quality, operational efficiency and customer satisfaction.

a. Efforts made towards technology absorption

• Continuous upgradation of manufacturing processes and operational systems.

• Adoption of improved production techniques to enhance efficiency and quality.

• Periodic training and skill development programs for technical personnel.

• Strengthening quality control systems through continuous process improvements.

• Encouragement of innovation and process optimization across operations.

b. Benefits derived

The initiatives undertaken have resulted in:

• Improvement in product quality and reliability.

• Increased productivity and operational efficiency.

• Better utilization of available resources.

• Reduction in production costs and process wastage.

• Conservation of fuel and reduction in emissions.

• Enhanced customer satisfaction through consistent product quality.

c. Details of technology imported during the last three years

The Company has not imported any technology during the financial year under review.

Accordingly:

• Technology imported - Nil

iii. FOREIGN EXCHANGE EARNING & OUTGO

Particulars Amount (In Lacs)
Foreign exchange earnings Rs.191.16
Foreign exchange outgo Rs.800.70

XIX. RELATED PARTY TRANSACTIONS

During the year under review, your Company did not enter into any Related Party Transactions that require prior approval of the Members.

All Related Party Transactions of your Company had prior approval of the Board of Directors, as required under the Companies Act, 2013. Subsequently, the Board has reviewed the Related Party Transactions on a periodic basis.

Pursuant to the provisions of Regulation 15(2) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the provisions of Regulation 23 shall be applicable effective from the expiry of six months from the close of the financial year ended on March 31,2026, as the net worth exceeded Rupees twenty- five crore.

During the year under review, there have been no materially significant Related Party Transactions having potential conflict with the interests of the Company. Further details have been enclosed in AOC-2 as Annexure C.

The policy on dealing with related party transactions (RPT Policy) formulated by the Board can be accessed at https:/ /www.tankup.co.in

XX. SECRETARIAL STANDARDS

During the financial year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

XXL MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Subsequent to the close of the financial year and up to the date of this Report, the Company has acquired 100% equity shareholding of Titan Asia Private Limited on 27th May, 2026, thereby making it a wholly owned subsidiary of the Company. The acquisition has been undertaken as part of the Companys strategic growth initiatives with a view to strengthening its business operations, expanding its capabilities and creating long-term value for stakeholders. Further details of the acquisition, including its strategic rationale and expected benefits, are provided in the "Management Commentary and Strategic Investor Communication Note" forming part of this Annual Report as Annexure D to the Board Report.

Apart from the above, there are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

XXII. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to provide protection against sexual harassment of women at the workplace and for prevention and redressal of complaints of sexual harassment, the Company has constituted an Internal Complaint Committee to prohibit & prevent the social evil of Sexual Harassment at the workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

The following are the members who form part of the Internal Complaint Committee:

1. Pankhuri Lath

2. Geetika Karan

3. Simran

4. Aprajita Bansal

For the said purposes, your Company has an Internal Complaints Committee (ICC) in place at its office, which is responsible for:-

• Investigate every formal written complaint of sexual harassment.

• Meet at regular intervals.

• Prepare an Annual Report containing the details of complaints of sexual harassment pursuant to the provisions of the Act and provide the same to the employer.

• Take appropriate remedial measures to respond to any substantial allegations of sexual harassment.

The following is the summary of Sexual Harassment Complaints received and disposed of during the Calendar Year 2026:

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed of during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA

XXIII. THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT:

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, which safeguards the employment and welfare of women during maternity. Although no woman employee was eligible to avail maternity benefits during the year under review 2025-26, the

Company remains fully committed to complying with all applicable provisions of the Act.

XXIV. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there have been no such significant and material orders passed by the Regulators/Courts/Tribunals impacting the going concern status and the Company7 s operations in future.

XXV. INTERNAL FINANCIAL CONTROLS

The Company has maintained an adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations.

XXVI. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been set out as Annexure - C to this Report, attached hereto.

XXVII. CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of manufacturing specialized vehicle superstructures and mobility and storage solutions for industries such as petroleum, mining, infrastructure, defence and aviation. The Company continues to carry on its business in accordance with its main objects, and there has been no change in the nature of its business during the financial year under review.

XXVIII. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

Dining the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

XXIX. MANAGEMENT DICSUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis (MDA) Report, as mandated by Regulation 34 read with Schedule-V to the LODR Regulations and DPE Guidelines, has been included as an Annexure A to this report. It is hereby incorporated by reference and serves as an integral component of this report. The MDA Report provides a comprehensive review of various aspects including the global and Indian economy, industry analysis, future outlook, Company overview, legal status and autonomy, business divisions/ units, financial and operational performance, projects executed during FY 2025-26, upcoming projects, strengths, scope and opportunities, key concerns, business strategies, risk management, adequacy of internal control systems, and significant developments in human resources.

XXX. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) as prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company during the financial year ended 31st March, 2026, as the Company does not meet any of the thresholds specified under Section 135(1) of the Act, namely:

• Net worth of Rs.500 Crore or more; or

• Turnover of Rs.1,000 Crore or more; or

• Net profit of Rs.5 Crore or more, during the immediately preceding financial year.

Accordingly, the Company was not required to constitute a Corporate Social Responsibility (CSR) Committee, formulate a CSR Policy, or incur any expenditure towards CSR activities during the year under review.

XXXI. RISK MANAGEMENT

Every business is subject to risks, uncertainties that could cause actual results to differ materially from those contemplated. The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the management. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.

XXXII. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and also provide for direct access to the Chairman of the Audit Committee. The Policy can be accessed on the website of the Company at https:/ /www.tankup.co.in/wp- content/uploads/2025/05/Whistle-Blower-Vigil-Mechanism-Policy.pdf.

XXXIII. CORPORATE GOVERNANCE

As the Company is listed on the NSE Emerge SME platform, the Company is exempt from the applicability of certain regulations pertaining to Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XXXIV. DETAILS ON ONE TIME SETTLEMENT

There is nothing to report under this for the year under review.

XXXV. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013, as amended, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors 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) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

XXXVI. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the Ministry of Defence, Petroleum and Explosives Safety Organisation (PESO), Ministry of Micro, Small and Medium Enterprises (MSME), Government of India, various State Government Authorities, customers, suppliers, business associates, financial institutions, bankers, shareholders, investors, statutory and regulatory authorities, and all other stakeholders for their continued trust, cooperation and valuable support extended to the Company during the financial year under review.

The Board also expresses its heartfelt appreciation to the Companys employees at all levels for their unwavering commitment, dedication and collective efforts, which have significantly contributed to the Companys growth and performance. The Directors also acknowledge the continued support of the Companys vendors, channel partners and all stakeholders and look forward to their sustained cooperation and encouragement in the years ahead as the Company continues its journey of growth, innovation and value creation.

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.