TIPCO Engineering India Ltd Directors Report

Dear Members,

Tipco Engineering India Private Limited

our directors have pleasure in presenting the Fourth (04^th) Annual Report together with the Financial statements for the financial year ending 31^st March 2025 along with the Board s Report including annexures thereto and Report of Auditors thereon.

1. FINANCIAL SUMMARY:

1 he Companys financial performance for the financial year ended March 31, 2025:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	1,33,22,50,574	1,01,27,47,031
Other Income	12,04,356	16,07,494
Total Income	1,33,34,54,930	1,01,43,54,525
Less: Total expenses before Depreciation, Finance Cost and Tax	1,09,87,00,246	89,25,59,757
Profit before Depreciation, Finance Cost and 1 ax	23,47,54,684	12,17,94,768
Less: Depreciation	64,38,854	53,78,557
Less: Finance Cost	4,15,46,184	1,35,46,314
Profit Before Extraordinary & Exceptional Items and Fax	18,67,69,646	10,28,69,897
Less: Extraordinary & Exceptional Items	-	-
Profit before tax	18,67,69,646	10,28,69,897
Less: Current Tax	4,05,94,130	1,86,08,608
Less: Earlier Years l ax	1,03,830	-
Less: Deterred tax Liability (Asset)	65,74,149	1,43,127
Profit after Tax	15,26,45,835	8,44,04,417

2. STATU OU AFFAIRS / HIGHLIGHTS:

I. The Company is engaged in the business of "to carry on the business as manufacturers and suppliers of all kind of machineries required in the industries related to chemicals, processing, paints, pharmaceuticals, foods etc."

II. There has been no change in the business of the Company during the financial year ended March 31, 2025.

III. During the year under review, the income from operation of the Company for the financial year 2024-25 stood as Rs. 1,33,22,50,574 against Rs. 1,01,27,47,031 in the previous year. The Company earned a profit of Rs. 15,26,45,835 against a profit of Rs. 8,44,04,417 in the previous year.

3. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having website i.e. https://lipcoone.inoorinK.com/ and annual return of Company has been published on such website. Link of the same is given below

4. MEETINGS OF BOARD OF DIRECTORS:

Nine (09) Board Meetings were held during the Financial Year ended March 31, 2025 i.e.

30.04.2024, 08.05.2024, 17.05.2024, 13.08.2024, 05.09.2024, 11.12.2024, 17.01.2025, 31.01.2025 and 10.03.2025. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days. Details are given as follows:

Date of Meeting	Total no. of Director as on Date of Meeting	Attendance
		No. Directors Attended meeting	% of Attendance
30.04.2024	2	2	100%
08.05.2024	2	2	100%
17.05.2024	2	2	100%
13.08.2024	2	2	100%
05.09.2024	2	2	100%
11.12.2024	2	2	100%
17.01.2025	2	2	100%
31.01.2025	2	2	100%
10.03.2025	2	2	100%

5. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

6. BOARDS COMMENT ON THE AUDITORS REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment. Further, The Auditors Reports for the financial year 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

8. SHARE CAPITAL Authorised Capital:

As on 31^sl March, 2025, the authorised share capital of the Company stood at Rs.l,00,00,000 divided into 10,00,000 equity shares of Rs. 10/- each.

Issued Subscribed & Paid-up Capital:

As on 31st March, 2025 the paid up share capital of the Company and paid-up share capital of the Company stood at Rs. 1,71,360 divided into 17,136 equity shares of Rs. 10/- each. Further, during the year under review, the Company has made allotment on preferential basis through private placement in their meeting held on January 17, 2025 for 1366 Equity Share at a price of Rs. 37,349 (Rupees Thirty Seven Thousand Three Hundred Forty Nine Only) including Face value of Rs. 10 (Rupees Ten Only) and Premium of Rs. 37,339 (Rupees Thirty Seven Thousand Three Hundred Thirty Nine Only).

Dematerialisation of Shares:

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the Maashitla Securities Private Limited (hereinafter refereed as "Registrar & Transfer Agent (RTA)"), National Securities Depository Limited and Central Depository Services (India) Limited (hereinafter refereed as "Depository"). Further, as on March 31, 2025, all the Equity Shares issued by the Company are held in demat form except Equity shares hold by Ritesh Sharma, Sonia Sharma and Veena Rani. The Company 1S1N No. is 1NE1U6D01014 and M/s. Maashitla Securities Private Limited is the Registrar and Share Transfer Agent of the Company.

Transfer of Shares:

Purine, Iho rear under review, the Company has received request letter from Ritesh Sharma lor splitting the Share certificate of 9000 Equity Shares held by him having folio no. 01 and Certificate no. 01 into two share certificate of 8500 Equity Share and 500 Equity Share respectively.

Further, the Company has also received share transfer request from Mr. Ritesh Sharma for 500 equity shares along with supporting documents. The Company in their meeting held on 10th March, 2025 approved the transfer of share of the Company.

Issue of Equity Shares with differential voting rights, Sweat Equity, ESOP etc.

During the year under review, the company has not issued any equity shares with differential voting rights, Sweat Equity Shares or Shares to its employees under "Employee Stock Option Scheme".

9. CHANGE IN DIRECTORSHIP:

During the year under review, there is no change in the Board of Directors of the company.

Further, after the closure of financial year, the Company has appointed Mr. jeewan Chandra and Mr. Patterson Thomas as Non-Executive Independent Director and Mr. Anup Kumar Singh as Non-Executive Director in the Extra-Ordinary General Meeting of the Company held on July 16,2025. Thereafter, the Company has appointed Ms. Kirti Jain as the Compliance office and Company Secretary of the Company in the Board Meeting held on 01st July 2025.

Furthermore, the Company has appointed in the Extra Ordinary general Meeting held on 07th August, 2025, Mr. Ritesh Sharma and Sonia Sharma as Managing Director and Whole-time director respectively with effect from 07th August, 2025 for a period of 5 year.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

However, there are some materially significant related party transactions during the financial year made by the Company, thus, disclosure in Form AOC-2 is attached as Annexurc A.

1 lowever, the disclosure of transactions with related parties for the financial year is given in Note no.33 to the Balance Sheet i.e. as per Accounting Standard -18.

12. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/ AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

13. PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any investments, given guarantees, or provided securities during the financial year under review. However, the company has given loan during the financial year. Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has given in the notes 14 and 18 to the Financial Statements.

14. TRANSFER TO RESERVE:

The Board of Directors of your company has decided to transfer any amount of profit to the Reserves for the financial year under review.

15. DIVIDEND:

During the year under review, the Company has not recommend or declared any dividend.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of Conservation of energy, Technology Absorption, and Foreign Exchange Earnings and Outgo Information as required under section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014, has been annexed as Annexure - B to this report and forms part of this report.

17. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These 110 reviewed to ensure that executive management controls risk through moans ol a pioperly defined framework. The major risks have been identified by the ^ ornpam and its mitigation process/measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.

18. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE "POSH "]:

1 he Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed there under. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year: NIL

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

c. Number of cases pending for more than ninety days: NIL

19. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, the Company doesnt have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLWITH REFERENCE TO FINANCIAL STATEMENT:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

21. AUDITOR:

Statutory Auditors

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its First (01) Annual General Meeling(AGM") had approved the appointment of M/s. Mittal Vaish & Co., Chartered Accountants (FRN 013622N) as Statutory Auditor for a period of 5 years commencing from the conclusion of First (0I^S ) AGM till the conclusion of the Sixth (06^th) AGM to be held in the year.

Further. M/s. Mittal Vaish & Co.. Chartered Accountants (FRN 013622N) has resigned trom the Company resignation loiter dated 04.06.2025. Therefore, the Company has appointed M/s. Vinav 1 Aggarvval & Associates, Chartered Accountant (FRN 01963IN) as statutory auditor ot the Company for the financial year 2024-25 and they shall hold ollice until the conclusion of the ensuing Annual General Meeting.

Secretarial Auditors

During the year under review, the provision of Secretarial Auditor has not applicable to the Company.

Cost Auditors

During the year under review, the Company has appointed R Singhal and Associates, Cost Accountant as cost auditor of the Company. Further, the Cost auditor has provided the coast audit report for the Financial Year 2024-25.

22. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2025, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. Vinay I Aggarwal & Associates, Chartered Accountant (FRN 019631N). The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) 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. DEPOSITS:

1 he company has not accepted any deposits under Section 73 of the Companies Act, 2013 dining the financial year under review. However, the company has accepted loans from directors/ relatives of directors and banks during the financial year. The same has been mentioned in the balance sheet of the Company

24. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the provision of the Corporate Social Responsibility (CSR) had applicable on the Company. The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.

Details of CSR Committee:

Name of Director	Category	Designation
Rilesh Sharma	Director	Chairman
Sonia Sharma	Director	Member

The Brief Outline of CSR Policy and initiatives undertaken during the year has been annexed as Annexure - C to the Directors Report

25. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

During the year under review, the provision of Section 149(4) of the Companies Act, 2013 lias not applicable to our Company. Further, after the closure of financial year 2024-25, our Company has appointed Mr. Jeewan Chandra and Mr. Patterson Thomas as Non- Executive Independent Director. The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

26. ESTABLISHMENT OF VIGIL MECHANISIV WHISTLE BLOWER POLICY:

During the year under review, the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, has not applicable to our Company.

27. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

During the year under review, the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not applicable to our company.

28. CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

29. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Directors.

30. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016:

During the year under review, the provision of Insolvency and Bankruptcy Code, 2016 has not applicable to our Company.

31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH REASON THEREOF:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

32. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

33. ACKNOWLEDGMENT:

Our directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, cooperation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.