TIPCO Engineering India Ltd Directors Report

To,

The Members,

Tipco Engineering India Limited

(Formerly known as Tipco Engineering India Private Limited)

P.No. 1658, Phase I, Sector 38, Industrial Estate Rai Distt.,

Sonipat, Haryana, India, 131029.

Your Directors have great pleasure in presenting to you the 5^th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31^st March, 2026.

We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.

The Board of Directors hereby submits the report of the business and operations of Tipco Engineering India Limited (Formerly known as Tipco Engineering India Private Limited) ("the Company"), along with the audited financial statements, for the financial year ended March 31,2026 along with the reports of the Auditors thereon.

1. FINANCIAL RESULTS

Financial Results (summarized) of the Company for the year under review along with the figures for previous year are as follows:

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	14,527.69	13,313.78
Other Income	79.21	20.77
Total Income	14,606.90	13,334.55
Less: Total Expenses before Depreciation,Finance Cost and Tax	10,717.26	10,940.35
Profit before Depreciation, Finance Cost and Tax	3,889.64	2,394.20
Less: Depreciation	62.73	64.39
Less: Finance Cost	571.91	462.10
Profit Before Extraordinary & Exceptional Items and Tax	3,255.00	1,867.71
Less: Extraordinary & Exceptional Items	-	-
Profit before tax	3,255.00	1,867.71
Less: Current Tax	701.90	405.94
Less: Earlier Years Tax	-	1.04
Less: Deferred tax Liability (Asset)	22.53	(65.75)
Profit after Tax	2,530.57	1,526.48

The Total Income for the year ended 31^st March, 2026 was 14,606.90 Lakhs as compared to 13,334.55 Lakhs during the previous year ended 31^st March, 2025. The Profit after Tax for the year ended 31^st March, 2026 was 2,530.57 Lakhs as compared to 1,526.48 Lakhs in the previous year.

Your Directors are committed to achieving higher revenues and profits for the Companys stakeholders in the coming year and continue to focus on strengthening manufacturing capabilities and expanding the Companys customer base.

The above figures have been extracted from the Financial Statements prepared in accordance with the Generally

Accepted Accounting Principles in India. The applicable mandatory Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 have been followed in the preparation of these financial statements.

2. DIVIDEND

The Company is in a growth phase and is expanding its manufacturing operations. In order to conserve the profit earned during the year for future growth and expansion of the Company, your Directors do not recommend any dividend for the financial year ended 31^st March, 2026.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no dividend has been declared or paid by the Company during the year under review or in the previous financial year, there is no amount required to be transferred to the Investor Education and Protection Fund (IEPF) under Section 125 of the Companies Act, 2013.

4. TRANSFER TO GENERAL RESERVE

Your Board doesnt propose to transfer any amount to the General Reserve for the year under review.

5. BRIEF DESCRIPTION OF THE STATE OF THE COMPANYS AFFAIRS

Tipco Engineering India Limited (formerly known as Tipco Engineering India Private Limited) is engaged in the manufacturing and supply of industrial process equipment — including Ball Mills, Basket Mills, Bead Mills, Dyno Mills, Twin-Shaft Dispersers, High-Speed Dispersers and Sigma Mixers — used primarily by the paint and coatings, chemical, printing and packaging, metal, and construction and infrastructure industries. The Companys registered office is located in Sonipat, Haryana, at Plot No. 1658, Phase-1, Sector-38, Industrial Estate, Rai Distt. - 131029, and it is from this facility that the Company carries out its manufacturing operations.

During the year under review, the Company recorded healthy growth in turnover and continued to strengthen its profitability, reflecting improved operational efficiency and steady demand across the industries it serves. The year was also marked by a significant corporate milestone: the Company was converted from a private limited company into a public limited company, with effect from 3^rd September, 2025, and thereafter successfully completed its Initial Public Offering, with its Equity Shares getting listed on the SME Platform of BSE Limited towards the close of the financial year.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

The Company was originally incorporated as "Tipco Engineering India Private Limited" a private limited company under the Companies Act, 2013 ("the Act") with the Registrar of Companies ("ROC"), pursuant to Certificate of Incorporation dated September 30, 2021. Subsequently, the Company was converted into Public Limited Company and name of Company was changed from "Tipco Engineering India Private Limited" to "Tipco Engineering India Limited" pursuant to a special resolution passed by shareholders on July 16, 2025 and a fresh certificate of incorporation was issued by the Central Processing Centre, dated September 03, 2025.

7. INITIAL PUBLIC ISSUE (IPO)

The Company has successfully completed its Initial Public Offer (IPO). The IPO comprised a fresh issue of

54,48,000 Equity Shares of 10 each by the Company and an Offer for Sale of 13,55,200 Equity Shares by the Selling Shareholders, at an issue price of 89 per equity share (including a securities premium of 79 per share), pursuant to the Prospectus. The Board allotted the said equity shares to successful applicants on 27^th March, 2026. The equity shares of Tipco Engineering India Limited were subsequently listed on the SME Platform of BSE Limited with effect from 1^st April, 2026. The Issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The success of the IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company.

8. DEMATERIALISATION OF SHARES

The Companys shares are compulsorily traded in dematerialized form. The Company has set up requisite facilities for dematerialization of its equity shares with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of March 31, 2026, 100% Shares of the Company are held in demat form. The ISIN No. for Companys Equity Shares is INE1U6D01014. M/S. Maashitla Securities Private Limited acts as the Registrar and Share Transfer Agent (RTA) of the Company.

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

Pursuant to Section 134(3)(l) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

10. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

A. Change of Name

The name of the Company was changed from "Tipco Engineering India Private Limited" to "Tipco Engineering India Limited" following its conversion from private limited company to a public limited company. Consequent to this change, the name clauses in the Memorandum and Articles of Association were amended:

Date of ExtraOrdinary General Meeting	Name Change From	Name Change -To
1. 16th July ,25	Tipco Engineering India Private Limited	Tipco Engineering India Limited

B. Increase in Authorized Share Capital

Date of ExtraOrdinary General Meeting	Increase in Authorised Capital - From ()	Increase in Authorised Capital - To ()
1. 8th September, 2025	1,00,00,000	25,00,00,000

C. Change in Object of the Company

Date of Extra-Ordinary General Meeting

1. 2nd January 2026

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company as on 31^st March, 2026.

SHARE CAPITAL

A. Authorised Capital

The Authorised Share Capital of the Company as at the close of FY 2025-26 was 2,500.00 Lakhs, divided into 2,50,00,000 Equity Shares of 10 each.

During the financial year ended March 31, 2026, the Authorized Share Capital of the Company was increased from 1,00,00,000 (Rupees One Crores Only) divided into 10.00. 000 (Ten Lakhs) Equity Shares of 10 (Rupees Ten) each to 25,00,00,000 (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of face value of 10 (Rupees Ten Only) each. This increase was approved by the shareholders through an Ordinary Resolution passed at the Extraordinary General Meeting held on September 08, 2025.

B. Issued, Subscribed & Paid-up Capital

During the year under review, the Company issued and allotted 1,53,02,448 (One Crore Fifty-Three Lakh Two Thousand Four Hundred Forty-Eight) fully paid-up Equity Shares of 10 each, for consideration other than cash, by way of Bonus Issue in the ratio of 893 Bonus Equity Shares for every 1 Equity Share held, pursuant to the Board Resolution dated 10^th September, 2025. Consequent upon the Bonus Issue, the total number of Equity Shares of the Company increased from 17,136 (Seventeen Thousand One Hundred Thirty-Six) Equity Shares to 1,53,19,584 (One Crore Fifty-Three Lakh Nineteen Thousand Five Hundred Eighty-Four) Equity Shares.

Further, the Company issued and allotted 54,48,000 (Fifty-Four Lakh Forty-Eight Thousand) Equity Shares of 10 each at an issue price of 89 per Equity Share through Fresh Issue under the Initial Public Offer. Consequent upon the said Fresh Issue, the total number of Equity Shares of the Company increased to 2,07,67,584 (Two Crore Seven Lakh Sixty-Seven Thousand Five Hundred Eighty-Four) Equity Shares of 10 each, and the issued, subscribed and paid-up equity share capital of the Company stood at 20,76,75,840 (Rupees Twenty Crore Seventy-Six Lakh Seventy-Five Thousand Eight Hundred Forty only) as at the end of the financial year. The entire paid-up equity share capital of the Company was subsequently listed on the SME Platform of BSE Limited.

12. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Managing Director, One Whole-time Director, one Non-Executive Directors and Two Non-Executive Independent Directors, one among them is a women director.

Name	Designation	DIN / PAN/MRN	Remarks
Mr. Ritesh Sharma	Chairman & Managing Director	08358943	Continuing
Mrs. Sonia Sharma	Whole-time Director	09341298	Continuing
Mr. Anup Kumar Singh	Non-Executive Director	11147963	Appointed w.e.f. 16.07.2025
Mr. Jeewan Chandra	Independent Director	05319578	Resigned w.e.f. 07.04.2026
Mr. Sanjay Kumar	Additional Independent Director	08920598	Appointed w.e.f 27.04.2026
Mr. Patterson Thomas	Independent Director	11024807	Appointed w.e.f. 16.07.2025
Mrs. Kirti Jain	Company Secretary & Compliance Officer	A61919	Continuing
Mrs. Neha Sharma	Chief Financial Officer	IDFPS1120H	Resigned w.e.f. 16.04.2026
Mr. Ramesh Goel	Chief Financial Officer	AGRPG4361M	Appointed w.e.f. 27.04.2026

13. NUMBER OF MEETINGS OF THE BOARD

During the year, 21 (Twenty One) Board Meetings were convened and held. The intervening gap between two consecutive meetings did not exceed the period of 120 days prescribed under the Act. The details of meetings mentioned below:

	Name of Directors
Date of Board Meetings and Attendance	Ritesh Sharma	Sonia Sharma	Anup Kumar Singh	Patterson Thomas	Jeewan Chandra
May 02, 2025	V	V	NA	NA	NA
May 29,2025	V	V	NA	NA	NA
July 01 , 2025	V	V	NA	NA	NA
July 03, 2025	V	V	NA	NA	NA
July 15, 2025	V	V	NA	NA	NA
August 07, 2025	V	V	V	V	V
August 14, 2025	V	V	V	V	V
September 08, 2025	V	V	V	V	V
September 10, 2025	V	V	V	V	V
September 26, 2025	V	V	V	V	V
September 30, 2025	V	V	V	V	V
October 01,2025	V	V	V	V	V
January 02, 2026	V	V	V	V	V
January 28, 2026	V	V	V	V	V
February 03, 2026	V	V	V	V	V
February 27, 2026	V	V	V	V	V
March 05, 2026	V	V	V	V	V
March 12, 2026	V	V	V	V	V
March 17, 2026	V	V	V	V	V
March 20, 2026	V	V	V	V	V
March 27, 2026	V	V	V	V	V
Attendance at AGM , August 16,2025	V	V	V	V	V

14. GENERAL MEETING

During the year under review, the following General Meeting were held:

Types of meeting	Date of meeting	Total no. of members entitled to attend	Attendance
			Number of members Attended	% of attendance
1. EGM	27.05.2025	7	7	100
2. EGM	16.07.2025	7	7	100
3. EGM	07.08.2025	7	7	100
4. EGM	08.09.2025	7	7	100
5. EGM	01.10.2025	7	7	100
6. EGM	02.01.2026	7	7	100
7. EGM	28.01.2026	7	7	100
8. AGM	16.08.2025	7	7	100

15. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as on March 31, 2026, as per Section 203 of Companies Act, 2013 are:

• Mr. Ritesh Sharma- Chairman & Managing Director

• Ms. Sonia Sharma - Whole-time Director

• Ms. Kirti Jain - Company Secretary and Compliance Officer

• Ms. Neha Sharma - Chief Financial Officer (Resigned w.e.f. 16.04.2026)

• Mr. Ramesh Goel - Chief Financial Officer (Appointed w.e.f. 27.04.2026)

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the Rules made thereunder, and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience, and proficiency required under the applicable provisions of the Companies Act, 2013.

17. RETIREMENT BY ROTATION AS PER SECTION 152 OF THE COMPANIES ACT, 2013

In accordance with the provisions of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mrs. Sonia Sharma, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board of Directors and Nomination Remuneration Committee recommends her re-appointment as a Director of the Company.

18. FAMILIARISATION PROGRAMME

The Company has implemented a familiarization programme for Independent Directors. This programme aims to acquaint them with their roles, rights, and responsibilities as Directors, as well as with the functioning of the Company, the nature of its industry, business model, and related matters.

All newly appointed Independent Directors undergo an orientation program designed to enhance their knowledge and skills. The Board members are provided with the necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board, Committees, on business and performance updates of the Company, business environment, business strategy and risks involved etc. Updates on relevant statutory changes on important laws are periodically presented to the Board. Details of the familiarization programmes provided to Independent Directors are available on the Companys website at https://tipcoengineering.com/

19. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company. The Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the committees. Each committee of the Board is guided by its charter, which defines the scope, powers and composition of the committee. All decisions and recommendations of the Committees are placed before the Board for their information or approval. The Board has established the following statutory committees:

20. COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE OF EACH MEMBER AT MEETINGS

A. Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting

During the Financial Year under review 4(Four) meetings of the members of the Audit Committee were held. The dates on which the said meeting was 8^th September 2025, 10^th September 2025, 27^th February, 2026 & 05^th March 2026.

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2025-26
			Held	Eligible to Attend	Attended
Mr. Jeewan Chandra	Non- Executive Independent Director	Chairperson	4	4	4
Mr. Patterson Thomas	Non- Executive Independent Director	Member	4	4	4
Mr. Ritesh Sharma	Managing Director	Member	4	4	4

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

Note - Due to the resignation of Mr. Jeewan Chandra, the Committee of the Company was reconstituted by the Board of Directors at its meeting held on April27,2026. Pursuant to the reconstitution, Mr. Patterson Thomas shall act as the Chairperson of the Committee, while Mr. Sanjay Kumar and Mr. Ritesh Sharma were appointed as Members of the Committee and shall act in such capacity

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2025-26
			Held	Eligible to Attend	Attended
Mr. Jeewan Chandra	Non- Executive Independent Director	Chairperson	1	1	1
Mr. Patterson Thomas	Non- Executive Independent Director	Member	1	1	1
Mr. Anup Kumar Singh	Non-Executive Director	Member	1	1	1

During the Financial Year under review 1(one) meetings of the members of the Nomination Remuneration Committee were held. The dates on which the said meeting was 8^th September 2025.

Note - Due to the resignation of Mr. Jeewan Chandra, the Committee of the Company was reconstituted by the Board of Directors at its meeting held on April27,2026. Pursuant to the reconstitution, Mr. Patterson Thomas shall act as the Chairperson of the Committee, while Mr. Sanjay Kumar and Mr. Anup Kumar Singh were appointed as Members of the Committee and shall act in such capacity

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://tipcoengineering.com pages/policies.

C. Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the Redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/ annual reports, etc.

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2025-26
			Held	Eligible to attend	Attended
Mr. Patterson Thomas	Non- Executive Independent Director	Chairperson	1	1	1
Mr. Jeewan Chandra	Non- Executive Independent Director	Member	1	1	1
Ms. Sonia Sharma	Whole-time Director	Member	1	1	1

During the Financial Year under review 1 (One) meeting of the members of the Stakeholders Relationship Committee were held. The dates on which the said meetings was held on 8^th September 2025.

Note - Due to the resignation of Mr. Jeewan Chandra, the Committee of the Company was reconstituted by the Board of Directors at its meeting held on April27,2026. Pursuant to the reconstitution, Mr. Patterson Thomas shall act as the Chairperson of the Committee, while Mr. Sanjay Kumar and Mr. Ritesh Sharma were appointed as Members of the Committee and shall act in such capacity

D. Corporate Social Responsibility Committee

During the Financial Year under review 2(two) meetings of the members of the Corporate Social Responsibility Committee were held. The dates on which the said meetings was held on 8^th September 2025 & 27 March, 2026

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2025-26
			Held	Eligible to attend	Attended
Mr. Ritesh Sharma	Managing Director	Chairperson	2	2	2
Ms. Sonia Sharma	Whole-time Director	Member	2	2	2
Mr. Jeewan Chandra	Non- Executive Independent Director	Member	2	2	2

Note - Due to the resignation of Mr. Jeewan Chandra, the Committee of the Company was reconstituted by the Board of Directors at its meeting held on April 27,2026. Pursuant to the reconstitution, Mr. Ritesh Sharma shall act as the Chairperson of the Committee, while Mrs. Sonia Sharma and Mr. Patterson Thomas were appointed as Members of the Committee and shall act in such capacity.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"), Peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken.

The following evaluation process were followed:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees.

The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each directors were satisfactory.

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

d. Performance Evaluation of the Committee

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts for the year ended 31^st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

• 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 year;

• 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;

• The Directors had prepared the annual accounts for the year ended 31^st March, 2026 on a going concern basis;

• The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, M/S Vinay I Aggarwal & Associates, Chartered Accountants (FRN: 019631N), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 4^th Annual General Meeting held on August 16, 2025 until the conclusion of the 9^th Annual General Meeting. Subsequent to the closure of the financial year under review, M/S Vinay I Aggarwal & Associates, vide their letter dated August 18, 2026, tendered their resignation as Statutory Auditors of the Company, citing pre-occupation with other professional commitments and the health condition of the signing partner, resulting in a casual vacancy in the office of Statutory Auditors with effect from that date.

Pursuant to the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 25, 2026, appointed M/S Mittal Vaish & Co., Chartered Accountants (FRN: 013622N), as Statutory Auditors of the Company to fill the said casual vacancy under Section 139(8) of the Act, to hold office up to the conclusion of the ensuing Annual General Meeting, subject to ratification by the Members at that meeting.

Further, on the recommendation of the Audit Committee, the Board of Directors has also recommended the appointment of M/S Mittal Vaish & Co., Chartered Accountants (FRN: 013622N), as Statutory Auditors of the Company for a fresh term of 5 (five) consecutive years, to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General Meeting to be held for Financial Year 2030-31, i.e. covering Financial Years 2026-27 to 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting. Pursuant to Section 141 of the Act and the relevant Rules prescribed thereunder, the Company has received a certificate from M/S Mittal Vaish & Co. to the effect that the appointment, if made, shall be in accordance with the conditions prescribed under the Act, and that they satisfy the criteria specified under Section 141 and are not disqualified in any manner from being appointed as Statutory Auditors, along with their peer review certificate.

24. INDEPENDENT AUDITORS REPORT

The Statutory Auditors Report for FY 2025-26 is annexed to this Annual Report. The Statutory Audit Report contain observations in their Report on the Annual Accounts, read together with the Notes to Accounts, are self-explanatory and do not call for any further comment. However, pursuant to Section 134(3)(f) of the Companies Act, 2013, the Boards explanation to the remark made by the Statutory Auditors under Clause 3(iii)(b) of the Companies (Auditors Report) Order, 2020 is given below:

Auditors Remark: During the year, the Company granted interest-free unsecured loans, repayable on demand, aggregating H242.50 Lakhs (balance outstanding of H272.50 Lakhs as on March 31, 2026), to relatives of Directors and to a firm in which Directors are interested. As no schedule for repayment of principal or payment of interest has been stipulated in respect of the said loans, the Auditors have observed that the terms and conditions thereof are prejudicial to the interest of the Company.

Boards Explanation: The Board has taken note of the aforesaid observation of the Statutory Auditors. The said loans/advances were extended by the Company, in good faith, having regard to the business/family relationship existing with the concerned relatives of Directors and the firm in which Directors are interested, and were granted as interest-free, repayable-on-demand accommodations. The Board wishes to clarify that there has been no instance of default, non-recovery, or loss to the Company in respect of the said loans/advances, and the amounts continue to be good and recoverable. However, taking into consideration the observation of the Statutory Auditors, the Board has decided, as a corrective measure, to stipulate formal terms and conditions — including the rate of interest and schedule of repayment — in respect of all existing and future loans/advances of this nature, and to ensure that such loans/advances are extended strictly in compliance with the applicable provisions of Section 186 of the Companies Act, 2013 and other extant regulations, so as to safeguard the interest of the Company and its stakeholders.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company had appointed M/S Divya Rani & Associates, Practising Company Secretaries, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the FY 2025-26. The Secretarial Audit Report for FY 2025-26 is annexed herewith and marked as "Annexure I" to this Report.

The Secretarial Audit Report for the Financial Year 2025-26 contains an observation regarding the delayed filing of Form CHG-1 in respect of certain charges created in favour of ICICI Bank Limited and Aditya Birla Finance Limited. The Company has initiated the requisite adjudication proceedings for regularisation of the said non-compliance under the applicable provisions of the Companies Act,

2013. The delay was inadvertent and occurred due to circumstances beyond the control of the Company. The Company has also taken necessary steps to strengthen its internal compliance mechanism to ensure timely filing and registration of charges in future.

26. COST AUDITOR

During the year under review, the Company has appointed R Singhal & Associates, Cost Accountant as Cost Auditor of the Company. Further, the cost auditor has provided the cost audit report for the financial year 2025-26. The Cost Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

27. INTERNAL AUDITORS AND REPORT

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,

2014, the Board of Directors, at its meeting, approved the appointment of M/S Mittal Vaish & Company, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2025-26.

28. REPORTING OF FRAUD BY AUDITORS

Reporting of fraud by auditors During the financial year under review, no instances of fraud have been reported by the Statutory Auditors, Secretarial Auditors or Internal Auditors to the Audit Committee or to the Board pursuant to section 143(12) of the Act, the details of which should form part of this report.

29. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the year ended 31^st March, 2026 is available on the Companys website at https:// tipcoengineering.com.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investments made, guarantees given and securities provided, together with the purpose for which the loan, guarantee or security is proposed to be utilised, in accordance with Section 186 of the Companies Act, 2013, are disclosed in Notes to accounts to the financial statement in FY 2025-26.

31. DISCLOSURE ON RELATED PARTYTRANSACTIONS

During the financial year 2025-26, the Company entered into contracts/arrangements with related parties in the ordinary course of business. Except for the transaction involving rent paid to M/S RGVY Enterprises, all other related party transactions were executed on an arms length basis.

All the related party transactions are in compliance with the applicable Accounting Standards issued by the ICAI, and further details are provided in Notes to the financial statements. All related party transactions are placed before the Audit Committee for approval, as per the Related Party Transactions Policy of the Company as approved by the Board.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-II".

32. CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015.

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

> Listed entity having paid up equity share capital not exceeding 10 Crore and Net Worth not exceeding 25 Crore, as on the last day of the previous financial year.

> Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

33. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01,2017.

As your Company is also listed on BSE - SME, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01,2017.

34. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The Company is registered on the SEBI Complaints Redress System (SCORES), a centralized web-based complaints Redressal system, and makes every effort to resolve investor complaints received through SCORES or otherwise within the statutory timelines.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is annexed herewith as "Annexure III" and the same forms part of this report.

36. RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated. The Companys Risk Management Policy is available on its website at the following link:- https:// tipcoengineering.com/investors/corporate-policies/ materiality-policy

37. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year under review.

38. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Companys CSR initiatives align with the core purpose stated above by prioritizing the areas of skilling, education, and environmental sustainability.

The Annual Report on CSR activities pursuant to the provisions of Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors Report as Annexure IV The Chief Financial Officer of the Company has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board. The CSR policy is hosted on the Companys website at https://tipcoengineering.com.

40. WHISTLE BLOWER POLICY / VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at https://tipcoengineering. com Annual Report 2025-26 individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2025-26. There were no instances of reporting under the Whistle Blower. The Whistle Blower Policy of the Company is available on the website of the Company at https://tipcoengineering.com.

41. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 for the products/services rendered by the Company.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code is displayed on the Companys website at https:// tipcoengineering.com.

43. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite of governance and has a well-established internal control framework designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls, including delegation of authority, segregation of duties, system access controls, and document filing and storage procedures. The Statutory Auditors, in their report on Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013, have expressed an unmodified opinion confirming that the Companys internal financial controls over financial reporting were adequate and operating effectively as at 31^st March, 2026.

The Statutory Auditors have, however, observed in their report under the Companies (Auditors Report) Order, 2020 that the internal audit system of the Company needs to be strengthened. The Board has taken note of this observation and is in the process of augmenting the internal audit function commensurate with the Companys growth and its status as a listed entity.

44. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public or its members falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules made thereunder during the year under review. There were no unclaimed or unpaid deposits as on 31^st March, 2026.

45. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees to BSE according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited.

46. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.

47. MANAGEMENT DISCUSSION AND ANALYSIS

As the Company listed its equity shares on the stock exchange after March 31,2026, the requirement to include a Management Discussion and Analysis (MDA) Report is not applicable to the Company for the financial year 202526. However, as a measure of good corporate governance, the Company has voluntarily included the MDA Report as part of this Annual Report..

48. DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India, and has devised proper systems to ensure such compliance.

49. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure V and forms part of this Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

50. POLICY AGAINST SEXUAL HARASSMENT

The Company is committed to providing a safe and harassment-free workplace for every individual working in its premises and has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Complaints Committee (ICC) has been constituted in accordance with the requirements of the POSH Act to redress complaints regarding sexual harassment. No case was reported during the year under review.

Particulars	Number
No. of complaints pending at the beginning of the year	0
No. of complaints received and resolved during the year	0
No. of complaints pending at the end of the year	0

51. WEBSITE OF THE COMPANY

Your Company maintains a website https:// tipcoengineering.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

52. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS

There are no significant and material orders passed by any regulator, court or tribunal impacting the going concern status or future operations of the Company for the year under review.

53. MICRO, SMALL AND MEDIUM ENTERPRISES (MSME) DUES

Disclosures pursuant to Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, as set out in Note to the financial statements, are as under: the principal amount remaining unpaid to micro and small enterprise suppliers as at 31^st March, 2026 was 262.45 Lakhs, and the interest accrued and remaining unpaid thereon was 11.15 Lakhs. The Company is taking steps to ensure timely payments to such suppliers in accordance with the MSMED Act, 2006.

54. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions of the relevant nature during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise (other than as disclosed under Share Capital above).

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme for the provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Director received any remuneration or commission from any subsidiary of the Company, as the Company has no subsidiary.

55. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, the Government of Haryana, various regulatory and government authorities, banks, financial institutions, and other stakeholders, including but not limited to shareholders, customers and suppliers. Your Directors also place on record their appreciation for the total commitment, dedication and hard work put in by the employees of the Company at all levels, and are deeply grateful for the continuous confidence and faith shown by the Members of the Company.