Tankup Engineers Ltd Directors Report

2024-25

Dear Members,

Your directors arc pleased to present the 5 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 31 March, 2025 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. 2025:

	Standalone
Particulars	For the year ended 31st March, 2025	For the year ended 31rt March, 2024
Revenue (including Other Income)	2047.05	1954.34
Net Profit /(Loss) Before Exceptional, Extraordinary items, Tax & Depreciation	208.08	317.86
Less: Exceptional & Extraordinary items	0.00	0.00
Less: Depreciation and Amortization Exp.	21.21	15.99
Net Profit /(Loss) Before Tax	186.87	301.87
Less: Tax Expenses	34.51	53.72

II. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the Financial year under review, the total income of company on standalone basis, increased from Rs. 2047.05 in FY 2024-25 compared to Rs. 1954.34 lakhs in FY 2023-24.

In terms of profitability, it has earned a Net Profit of Rs. 152.34 in FY 2024-25 compared to Rs. 248.17 in FY 2023-24.

Further, your directors are working hard to analyze prospective products, areas etc. to lead the Company towards a better and more promising future.

III. CAPITAL STRUCTURE

1) AUTHORISED SHARE CAPITAL

As on 31 March, 2025, the Authorized Share Capital of the Company stood at Rs. 10.00. 00.000/- (Rupees Ten Crores) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/-each.

2) ISSUED SUBSCRIBED AND PAIP-UPSHARE CAPITAL

1. As on 31 March 2025, the paid-up and subscribed Equity Share Capital of the Company is Rs. 3,90,00,000 (Rupees Three crores Ninety lakhs only).

2. During the financial year 2024-25, the Company increased its Authorized Share Capital from Rs.25.00,000/- (Rupees Twenty-Five Lakhs only), comprising 2,50,000 (Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each, to Rs. 3.90.00. 000/- (Rupees Three Crores Ninety Lakhs only), comprising 39,00,000 (Thirty-Nine Lakhs) Equity Shares of Rs. 10/- each. The details of such increase arc as under:

a) On August 7, 2024, the Company issued Bonus Shares to its existing shareholders in the ratio of 10:1, by allotting 25,00,000 (Twenty-Five Lakhs) Equity Shares of Rs. 1 ()/- each as fully paid-up bonus shares.

b) On August 17, 2024, the Company made a Rights Issue of 11,50,000 (Eleven Lakhs Fifty Thousand) Equity Shares at a price of Rs. 13.40/- each, including a premium of Rs. 3.40/- per share.

Subsequent to the year under review, on April 28, 2025, the Company completed its Initial Public Offering (IPO) and allotted 13,95,000 (Thirteen Lakhs Ninety-Five Thousand) equity shares through a Public Issue

As on date of Signing of Boards Report, the company issued, subscribed and Paid- Up capital of the Company is Rs. 5,29,50,000 (Rupees Five Crores Twenty-Nine Lakhs Fifty Thousand) divided into 52,95,000 (Fifty-Two Lakhs Ninety-Five thousand) Equity Shares of Rs. 10/- each.

3) EQUITY SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION & SWEAT EQUITY. ETC.

During the Financial year under review, the Company has neither issued Sweat Equity Shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

41LISTING ON STOCK EXCHANGE

The Equity Shares of your Company were listed on the SME Platform of the National Stock Exchange (NSE) on April 30, 2025. The trading symbol of the Company is TANKUP. The Company has duly paid the applicable listing fees to NSE and custodian charges to NSDL and CDSL.

IV. TRANSFER TO RESERV ES

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 31 March, 2025 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, 2025, had approved the Standalone Financial Statements for FY 2024-25.

VII. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATE COMPANY/JOINT VENTURES

During the year, the company has no subsidiaries/ Associate Company/ Joint Ventures.

Performance of Subsidiary, Joint Venture and Associate Companies Pursuant to the provisions of section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the Financial Statement of the Companys subsidiary is not applicable to the Company as the Company has no Joint Venture or associate or Subsidiary Company.

VIII. NUMBEROFMEETINGSOFTHE BOARD

During the financial year 2024-25, the Board of Directors of the Company have met 14 (Fourteen) times i.e. on 01“ day of April 2024,22"? day of April 2024, 30? day of June 2024,05" day of July 2024.06" day of August 2024.07" day of August 2024, 17day of August 2024, 28 day of August 2024, 11day of November 2024, 20" day of December 2024,18" day of January 2025,12" day of March 2025,17" day of March 2025,18 day of March 2025 . The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

IX. COMMITTEES OF THE BOARD

There are currently three Committees of the Board, viz:

1. Audit Committee

Name	Position in the Committee	Designation
Mr.BrajeshKumarSingh	Chairman	Independent Director
Mr.RakcshGupta	Member	Independent Director
Mrs. Pankhuri Lath	Member	Whole-time Director & Chief Financial Officer

2. Nomination & Remuneration Committee

Name	Position in the Committee	Designation
Mr.RakcshGupta	Chairman	Independent Director
M r. Brajesh KumarSingh	Member	Independent Director
Mr.GovindPrasadLath	Member	Non-Executive Director

3. Stakeholders Relationship Committee

Name	Position in the Committee	Designation
Mr. BrajeshKumarSingh	Chairman	Independent Director
Mr.RakeshGupta	Member	Independent Director
Mr.GauravLath	Member	Managing Director

X. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND IN DIVID UAL PI RECTORS

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 22" day of March 2025, 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.

XI. DISCLOSURE REQUIRED UNDER SECTION 134131(e)

The Board has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities of directors required by the directors for the effective functioning of the Board. The Nomination and Remuneration Committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy.

XKL 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 30 , 2022 as Statutory Auditors of the company for a period of five years till the conclusion of Annual General Meeting to be held in year 2027.

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

During the Financial Year 2024-25, 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 provisions relating to Secretarial Audit were not applicable to the Company during the Financial Year 2024-25. However, in view of the Companys subsequent listing, the api>ointment of a Secretarial Auditor has become mandatory from the Financial Year 2025-26 onwards. Accordingly, the Board has ap:x>inted M/s Ainit Gupta & Associates, Company Secretaries, as the Secretarial Auditor of the Company in compliance with Section 204 of the Companies Act, 2018, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2025-26.Further, as a measure of good governance and enhanced transparency, the Company has voluntarily obtained the Secretarial Audit Report (Form MR-8) for the Financial Year 2024-25, which is annexed here to and forms an integral part of this Report.

C) Internal Auditors

The provisions of appointment of Internal Auditor were not applicable to the Company during the year under review.

For the Financial Year 2025-26. pursuant to the Companys listing, the provisions relating to the appointment of an Internal Auditor have become applicable. Accordingly, the Company has appointed Mr. Lalit Gupta as the Internal Auditor with cfcct from May 29, 2025, under Section 138 of the Companies Act, 2013. to conduct the internal audit of the Company for the said financial year.

D) Cost Auditors

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

XIII. PARTICULARS OF LOANS. GUARANTEES& INVESTMENTS UNDER SECTION 186QFTHE COMPANIES ACT.2013

Particulars	Amount
Details of Loan	Nil
Details of Investment	Nil
Details of Guarantee/ Security Provided	Nil

XIV. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Appointment/ rc-appointmcnt or resignation of the Director

During the Financial Year 2024-25:

• Mr. Govind Prasad Lath was appointed as Non-Executive Director on the Board of the Company pursuant to provisions of Section 152, 197, 198, 203 read with Schedule V and all other applicable provisions under the Companies Act 2013 w.e. for day of April 2024.

Mr. Govind Prasad Lath (DIN: 00272007),Non-Executive Director, liable to retire by rotation was re-appointed by the shareholders in the 4 Annual General Meeting (AGM) held on 30* September 2024.

•Mr. Brajesh Kumar Singh was appointed as Independent Director on the Board of the Company pursuant to provision of Sections 149.150,152 read with Schedule IV and other applicable provision under Companies Act 2013 w.e.f. 06^th day of August 2024. with necessary approval of the Board and shareholders of the Company at their

•Mr. Rakesh Gupta was appointed as Independent Director on the Board of the Company pursuant to provision of Sections 149, 150, 152 read with Schedule IV and other applicable provision under the Companies Act 2013 w.e.f. 06^th day of August 2024. with necessary approval of the Board and shareholders of the Company at their respective meetings held on August 06, 2024.

•Mr. Subodh Dakwale was appointed as Non-Executive Director on the Board of the Company pursuant to provision of Section 152, 197, 198, 203 read with Schedule V and all other applicable provision under the Companies Act 2013 w.e.f 06th day of August 2024. with necessary approval of the Board and shareholders of the Company at their respective meetings held on August 06, 2024.

In accordance with the provisions of Section 152 of Act and articles of association of the Company, Mr. Govind Prasad Lath (DIN: 00272007),Non-Executive Director of the Company, is liable for retirement by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offer himself for reappointment. The Board recommends the re-appointment of Mr. Govind Prasad Lath (DIN: 00272007) as Non-Executive Director for shareholders approval at the cnsuingAGM.

Further subsequent to year end, there have been following changes in the composition of board of the directors of the Company:

• Appointment of Mr. Rajncesh Gupta as additional Independent Director by w.e.f. May 29,2025.

2) Appointment or Resignation of KMP

• Mr. Rajat Srivastava (PAN: IQVPS6641L) was appointed as Company Secretary & Compliance Oficer of the Company pursuant of the provision of Section 203 of Companies Act 2013 w.e. f 05 day of July 2024.

• Ms. Pankhuri Lath (PAN: AHKPA2020R) was appointed as Chief Financial Ofcer of the Company pursuant of the provision of Section 203 of Companies Act 2013 w.e.f 05th day of July 2024.

• Change in designation of Mr. Gaurav Lath from Executive Director to Managing Director of the company w.e.f. 06 August 2024.

• Change in designation of Mrs. Pankhuri Lath from Executive Director to Whole-time Director of the company w.e.f. 06th August 2024.

3) Declarations given by Independent Directors

As on March 31.2025, independent directors have confirmed that:

They meet the criteria of independence laid down under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations);

They have complied with the code for independent directors prescribed under Schedule IV to the Act;

They have registered themselves with the independent directors databank maintained by the Indian Institute of Corporate Affairs; and

They are not aware of any circumstance or situation, which exists 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.

4) Companys policy on directors* appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters

The nomination and remuneration policy (“NRC Policy”) has been formulated in compliance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations to set out a framework for the nomination, evaluation, and remuneration of directors and senior management personnel of the Company. The primary objective of the NRC Policy is to attract, recruit, retain, and incentivize the most qualified and skilled individuals available in the talent pool who can contribute to the long-term success of the Company. It also aims to ensure the Board is diversified and has an appropriate mix of executive, non-executive and independent directors with diverse backgrounds to maintain the independence of the Board and to separate its functions of governance and management.

During the financial year under review, the NRC Policy remained unchanged. The NRC Policy can be accessed at https,7www.tankup.co.in/wp-content/ uploads/2025/05/Nomination-and-Remuneration-Policy.docx.pdf

Details of the Board and committees composition, tenure of directors, areas of expertise and other relevant information have been disclosed in the corporate governance report forming part of this Annual Report.

We affirm that the remuneration paid to the directors is as per the terms laid out in the NRC Policy of the Company.

XV. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

Your Company is conscious of the limited nature of conventional sources and the importance of using energy resources wisely. The Company has been consistently laying emphasis on utilizing energy efficient equipment in its office premises and in various projects so as to minimally effect on the ecology and environment. Towards conservation of energy, it has taken following steps during previous years:

1. CONSERVATION OF ENERGY

a. The step taken or impact on conservation of energy. It has installed LED Lights for energy conservation which reduces energy consumption by upto 50% in various projects.

b. Impact of above measures: The above measures have resulted in environment protection and more efficient utilization of power & reduction in energy consumption has considerably reduced the expenses and cost of production of goods.

c. The steps taken by the company for utilizing alternate source of the energy: NA

2. TECHNOLOGY ABSORPTION

a. The efforts made towards technology absorption Efforts arc being made towards improvements

b. The benefits derived like product improvement, cost reduction, product development or import substitution

• Improved quality and productivity.

• Conservation of fuel & reduced emissions

c. In case of imported technology: NIL

3. FOREIGN EXCHANGE EARNING & OUTGO

Particulars	Amount (in lacs)
Foreign exchange earnings	Rs. 1.21
Foreign exchange outgo	Rs.0.50

XVI. STATUTORY DISCLOSURES

i. REPORTING OF FRAUDS BY AUDITORS

During the year under review, pursuant to Section 143(12) of the Act, M/s. Seth & Associates, Chartered Accountants, Statutory Auditors and M/s. Amit Gupta & Associates, Company Sectaries, Secretarial Auditors have not reported any instances of fraud committed against the Company by its officers or employees to Audit Committee.

ii. REQUIREMENTS FOR MAINTENANCE OFCOST RECORDS

During the Financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company.

iii. 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 31,2025 and the same is placed on the website https://www.tankiip.co.in/financial/

iv. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There arc no material changes and commitments affecting the financial position of the Company, during and after the close of the financial year of the Company upto the date of this report, except as discussed below:

a. Change of name from Tankup Engineers Private Limited to Tankup Engineers Limited: Shareholders of the company approved conversion of Company from Private to Public vide its meeting dated April 23. 2024 and further name change has been approved from Tankup Engineers Private Limited to Tankup Engineers Limited by the Registrar of Companies vide certificate of incorporation issued with effect from July 24,2024.

b. Filing of Draft Red Herring Prospectus:

Board of directors of the Company vide their resolution dated on August 28, 2024 and shareholders of Company vide their resolution dated August 28, 2024 approved the initial public offer of equity shares of the Company. Further, subsequent to such approvals Company has filed the draft red herring prospectus ("DRHP") with SEBI and the relevant stock exchange on August 28,2024.

c. In-principal approval of stock exchange: In principal approval of National Stock Exchange Limited of India Limited has been duly received on January 9, 2025 for the proposed public issue of equity shares of the company.

Subsequent to the close of the financial year, the Company achieved a significant milestone by being listed on the National Stock Exchange (NSE) Emerge Platform on April 30, 2025, pursuant to a public issue of 13,95.000 (Thirteen Lakhs Ninety- Five Thousand) Equity Shares.

v. 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 has been no such significant and material orders passed by the Regulators/Courts/Tribunals impacting the going concern status and companys operations in future.

vi. 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 2024-25. upcoming projects, strengths, scope and opportunities, key concerns, business strategies, risk management, adequacy of internal control systems, and significant developments in human resources.

vii. RELATED PARTYTRANSAC LIONS

During the year under review, your Company did not enter into any Related Party Transactions which 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.

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

The policy on dealing with related party transactions (RPT PoIicy)formulated by board can be accessed at https://www.tankup.co.in/shareholders-information/

viii. 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, 2025.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 2024-25.

ix. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR A LONG WITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR.

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

x. COMPLIANCE W ITH 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).

XVII. 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 workplace and for prevention and redressal of complaints of sexual I harassment, the Company has in place a system to prohibit & prevent the social evil of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 and rules made thereunder. The objective is to provide women a workplace free from harassment, to ensure that every woman is treated with dignity and respect and to provide a speedy redressal mechanism to women who have been subjected to sexual harassment. For the said purposes, your Company has an Internal Complaints Committee (ICC) in place at its Office which is responsible to:-

• 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 Act and provide the same to employer.

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

During the financial year 2024-25, no complaints were received by the members of the committee. Hence, no complaint is pending at the end of the financial year.

The policy on dealing on Prevention of Sexual Harassment at Workplace formulated by board can be accessed at https://www.tankup.co.in/shareholders- information/

XVIII. INTERNAL FINANCIAL CON FROLS AND THEIR ADEQUACY

Internal financial controls are an integral part of the Companys risk and governance framework, addressing financial and operational risks to ensure the orderly and eficient conduct of its business. This includes adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Companys business. Key internal financial controls have been documented, automated wherever possible and embedded in respective business processes. Assurance to the Board on the efectiveness of internal financial controls is obtained through three lines of defense:

(a) Management reviews and self-assessments;

(b) Continuous controls monitoring by the Governance, Risk and Compliance Function; and

(c) Independent design and operational testing by the Statutory and Secretarial Auditors.

The Company is of the opinion that the internal financial controls were adequate and operating effectively during the financial year under review. Furthermore, these internal financial controls were tested by the Statutory Auditors, who reported no material weaknesses or significant deficiencies in their design or operation.

XIX. CHANGE IN THE NATURE OF BUSINESS

During the Financial year under review, there has been no change in the Nature of business of the Company.

XX. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the Financial Year 2024-25 the Corporate Social Responsibility (CSR) is not applicable on the Company.

XXI. RISK MANAGEMENT

Every business is subject to risks, uncertainties that could cause actual results to difer 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 arc systematically addressed through risk mitigation actions on a continuing basis.

XXII. WHISTLE BLOWER POLICY AND VIGILMECHANISM

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/Whistl e-B I ower-Viei 1 - M eclian ism-Pol icv.pdf

XXIII. CORPORATE GOVERN ANCE

As the Company is listed on NSE SME platform, the Company is exempt from applicability of certain regulations pertaining to Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, The Company places great emphasis on adhering to corporate governance guidelines and best practices, recognizing their significance in enhancing long-term shareholder value and upholding minority rights. It considers it a fundamental obligation to provide timely and accurate information regarding the Companys operations, performance, leadership, and governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

XXIV. 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 efectively; 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 efectively.

XXV. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the Financial Year under review, the Company was not required to transfer any funds and equity shares to the Investor education and protection Fund as per the provisions of Section 125 of the Act.

XXVI. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS PLANS

During the Financial Year under review, the Company has no ESOP Plans for the employees.

XXVII. STATEMENT OF DEVIATIONS! OR VARIATIONS(S) AS PER

i. During the year under review, the Company had allotted 25.00,000 (Twenty-Five Lakh Only) fully paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each as a Bonus Issue, at an issue price of Rs. 10/- (Rupecs Ten Only), aggregating to Rs. 2,50,00.000 (Rupees Two Crores Fifty Lakhs Only) to its members and beneficial owners.

ii. Company has allotted 11,50,000 (Eleven Lakh Fifty Thousand Only) Fully paid-up Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each as a Right Issue to the existing Shareholders of the Company,

iii. Further after the Closure of FY 2024-25. The Company has made a Public Issue of 13,95,000 (Thirteen Lakh Ninety-Five Thousand Only) of face Value of Equity Shares of Rs. 10/- (Rupees Ten Only) each at a price of Rs. 140/- (Rupees One Forty) including a premium of Rs. 130 (Rupees One Thirty) aggregating to Rs. 1,39,50,000/- (Rupees One Crorc Thirty-Nine Lakh Fifty Thousand Only).

There has been no deviation or variation in the use of proceeds from the said preferential issue as specified under Regulation 32(7A) of the SFBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XXVIIl. MATERNITY BENEFIT

As per Rule 8(5)(xiii) of Companies (Account) Rules, 2014 The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENT

The Board would also like to thank all stakeholders including but not limited to shareholders, customers, delivery partners, restaurant partners and all other business associates for their continuous support to the Company and their confidence in its management.

We look forward to their continuous support in the future.

For and on Behalf of the Board of Directors TANKUP ENGINEERS LIMITED (formerly known as Tankup Engineers Private Limited)

Sd/-	Sd/-
Gaurav Lath	Pankhuri Lath
(Managing Director)	(Whole Time Director)
DIN:00581405	DIN:08946028
R/o - Flat No. 601 Pandit Harbansh Villa 25/22 13 Jopling Road, Lucknow, Uttar Pradesh	R/o - Flat No. 601 Pandit Harbansh Villa 25/22 13 Jopling Road, Lucknow, Uttar Pradesh
Date: 05/09/2025
Place: Lucknow